Form 8-A12B - Registration of securities [Section 12(b)]
July 19 2024 - 4:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Trinity Capital Inc.
(Exact name of registrant as specified in its charter)
Maryland |
|
35-2670395 |
(State or other jurisdiction of incorporation
or organization) |
|
(IRS Employer
Identification No.) |
1 N 1st Street
Suite 302
Phoenix, Arizona |
|
85004 |
(Address of principal executive offices) |
|
(Zip Code) |
Securities to be registered pursuant to Section
12(b) of the Act:
Title of each class to be so registered |
|
Name of each exchange on which each class is to be registered |
7.875% Notes due 2029 |
|
The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
Securities Act registration statement file number to which this form
relates: 333-275970
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
The securities to be registered hereby consist
of the 7.875% Notes due 2029 (the “Notes”) of Trinity Capital Inc., a Maryland corporation (the “Registrant”).
The Notes are expected to be listed on The Nasdaq Global Select Market (“Nasdaq”) and to trade on Nasdaq within 30 days of
the issue date under the trading symbol “TRINI.”
For a description of the Notes, reference is made
to (i) the information set forth under the heading “Description of Our Debt Securities” in the Registrant’s prospectus
included in Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2 (Registration No. 333-275970) (as amended from time
to time, the “Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”)
on February 1, 2024 under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the information
set forth under the headings “Specific Terms of The Notes and the Offering” and “Description of the Notes” in
the Registrant’s prospectus supplement dated July 16, 2024, as filed with the Commission on July 18, 2024 pursuant to Rule 424 under
the Securities Act. The foregoing descriptions are incorporated herein by reference. Any form of prospectus or prospectus supplement to
the Registration Statement that includes such descriptions and that is subsequently filed is hereby also incorporated herein by reference.
Item 2. Exhibits.
Pursuant to the Instructions as to exhibits for
registration statements on Form 8-A, the documents listed below are filed as exhibits to this Registration Statement:
|
Number |
|
Exhibit |
|
|
3.1 |
|
Articles of Amendment and Restatement of Trinity Capital Inc. (previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 001-39958), filed on June 30, 2023 and incorporated by reference herein). |
|
|
|
3.2 |
|
Bylaws of Trinity Capital Inc. (previously filed in connection with the Registrant’s Registration Statement on Form 10 (File No. 000-56139), filed on January 16, 2020 and incorporated by reference herein). |
|
|
4.1 |
|
Base Indenture, dated as of January 16, 2020, by and between Trinity Capital Inc. and U.S. Bank Trust Company, National Association, as trustee (previously filed in connection with the Registrant’s Registration Statement on Form 10 (File No. 000-56139), filed on January 16, 2020 and incorporated by reference herein). |
|
|
4.2 |
|
Sixth Supplemental Indenture, dated as of July 19, 2024, by and between Trinity Capital Inc. and U.S. Bank Trust Company, National Association, as trustee (previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 001-39958), filed on July 19, 2024 and incorporated by reference herein). |
|
|
4.3 |
|
Form of 7.875% Note due 2029 (incorporated by reference to Exhibit 4.2 hereto). |
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: July 19, 2024 |
Trinity Capital Inc. |
|
|
|
By: |
/s/ Kyle Brown |
|
|
Name: |
Kyle Brown |
|
|
Title: |
Chief Executive Officer, President and Chief Investment Officer |
Trinity Capital (NASDAQ:TRIN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Trinity Capital (NASDAQ:TRIN)
Historical Stock Chart
From Jul 2023 to Jul 2024