UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~May 1317, ~~2022~~2023

Venture Lending & Leasing VIII, Inc.

(Exact name of registrant as specified in its charter)

MARYLAND	814-01162	47-3919702
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

104 La Mesa Drive, Suite 102, Portola Valley, CA 94028

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (650) 234-4300

(Former name or former address, if changed since last report): N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

OnThe ~~October~~annual ~~13,~~shareholder ~~2022,~~meeting (the “Meeting”) of Venture Lending & Leasing VIII, Inc. (the “Fund”) ~~entered~~was ~~into~~held aon ~~new~~May ~~investment~~17, ~~management~~2023, ~~agreement~~to ~~(the~~consider ~~“New~~and ~~Agreement”),~~vote byon the election ~~and~~ of ~~between~~four members of the Board of Directors of the Fund ~~and~~(Spiro ~~Westech~~C. ~~Investment~~Lazarakis, ~~Advisors~~Arthur ~~LLC~~C. Spinner, aMonica ~~California~~Lai ~~limited~~and ~~liability~~Maurice ~~company~~C. ~~(“WTI”~~Werdegar), ~~that~~and ~~replaces~~the ratification of the ~~current~~appointment ~~investment~~of ~~management~~Deloitte ~~agreement~~& ~~entered~~Touche ~~into~~LLP ~~between~~as the Fund’s ~~and~~independent ~~WTI~~registered (public accounting firm for the ~~“Current~~fiscal ~~Agreement”)~~year ending on December 31, 2023.

~~The~~On ~~Fund~~March ~~entered~~26, ~~into~~2023, the ~~New~~record ~~Agreement~~date infor ~~connection~~the ~~with~~Meeting, ~~the~~there ~~closing~~were of100,000 ~~the~~shares ~~transaction~~of ~~contemplated~~Common byStock, ~~the~~$.001 ~~previously~~par ~~disclosed~~value ~~Sale~~(“Shares”) ~~and~~of ~~Purchase~~the ~~Agreement,~~Fund ~~dated~~outstanding ~~August~~and ~~25,~~entitled ~~2022~~to ~~(the~~vote. ~~“Purchase~~100% ~~Agreement”),~~of bythe ~~and~~Shares ~~among~~are ~~P10~~owned ~~Intermediate~~by ~~Holdings~~the ~~LLC~~Fund’s sole shareholder, aVenture ~~Delaware~~Lending ~~limited~~& ~~liability~~Leasing ~~company~~VIII, LLC (the “~~Buyer~~LLC”), ~~P10,~~the ~~Inc.,~~members aof ~~Delaware~~which ~~corporation~~ (“~~P10~~Members”), ~~WTI,~~have ~~Westech~~pass-through ~~Investment~~voting ~~Management,~~rights ~~Inc.,~~such athat ~~California~~the ~~corporation~~LLC, ~~Maurice~~as ~~C. Werdegar,~~the ~~David~~sole R.shareholder ~~Wanek,~~of the ~~Bonnie~~Fund, ~~Sue~~may ~~Swenson~~take ~~Survivors~~no action ~~Trust~~as ~~and~~shareholder ~~Jay~~of L.the ~~Cohan~~Fund ~~(each~~without afirst ~~“Seller”~~securing ~~and collectively,~~ the ~~“Sellers”),~~approval ~~and~~of ~~David~~the RMembers. The ~~Wanek~~election inof ~~his~~each ~~capacity~~of as the ~~seller~~nominated ~~representative~~directors asrequired ~~set~~the ~~forth~~prior inapproval of the ~~Purchase~~holders ~~Agreement,~~of ~~pursuant~~at ~~to which~~least ~~the~~a ~~Buyer~~plurality ~~acquired all~~ of the ~~issued~~outstanding ~~and~~shares ~~outstanding~~of membership interest ~~interests~~ of ~~WTI~~the onLLC ~~October 13, 2022~~ (the “~~Transaction~~LLC Shares”)~~. The~~ ~~closing~~and ratification of the ~~Transaction~~appointment ~~constituted a change~~ of ~~control~~Deloitte of& ~~WTI~~Touche ~~which~~LLP ~~caused~~as the ~~Current~~Fund’s ~~Agreement~~independent toregistered ~~terminate. The~~public ~~terms~~accounting offirm for the ~~New~~fiscal ~~Agreement~~year ~~are~~ending ~~the~~on ~~same~~December as31, ~~those~~2023 ofrequired the ~~Current~~prior ~~Agreement,~~approval ~~including~~of ~~the~~at least ~~same~~a ~~fee~~majority ~~rates,~~of ~~except for~~ the ~~commencement~~outstanding ~~and~~LLC ~~renewal dates~~Shares.

~~The~~Three ~~New~~hundred ~~Agreement~~sixty-four isthousand ~~further~~seven ~~described~~hundred sixty and nine tenths (364,760.90) out of four hundred fifteen thousand one hundred fifty-two and five tenths (415,152.50) total outstanding LLC Shares, or 87.86% of the LLC Shares, were cast in favor of the ~~definitive~~election ~~proxy~~of ~~statement~~each ~~filed~~of bythe four members of the ~~Company~~Board of Directors and in favor of the ratification of the appointment of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the fiscal year ending on ~~September~~December 931, ~~2022~~2023. No LLC Shares were cast against or withheld for either of the proposals presented at the Meeting. Consequently, the LLC cast 100% of the Shares in favor of approval of both of the proposals presented at the Meeting.

~~The~~Item foregoing description of the New Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Agreement, a copy of which is filed herewith as Exhibit 109.101 toFinancial ~~this~~Statements ~~report~~ and ~~is incorporated herein by reference~~Exhibits.

Item 1.02. Termination of a Material Definitive Agreement.

Exhibit No.	Description

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information required by this Item 1.02 and contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01. Change in Control of Registrant.

WTI is the investment manager of the Fund, and as such may be deemed a controlling person of the Fund. In addition, WTI may also be deemed a controlling person of the Fund because WTI is the managing member of Venture Lending & Leasing VIII, LLC (the “LLC”), the record holder of 100% of the common shares $0.001 par value (the “Shares”) of the Fund. Insofar as consummation of the Transaction constitutes a change of control of WTI, it may also be deemed a change of control of the Fund.

The purchase price paid at the closing of the Transaction, consisted of $97,000,008 in cash and an aggregate of approximately 3,916,666 units representing limited liability company interests of the Buyer (“Buyer Units”) which, subject to certain conditions, can be exchanged into 3,916,666 shares of P10 common stock, following applicable restrictive periods. In addition, certain Seller recipients are eligible to receive additional consideration (which may be in the form of cash or Buyer Units, subject to certain restrictions) (“Earn-Out Payments”) upon WTI’s achievement of certain earn-out milestones pursuant to the Purchase Agreement.

P10 also granted options to acquire 1,000,000 shares of P10’s common stock in the aggregate to induce certain Seller recipients to continue their employment with P10 and its subsidiaries at and following closing and additional options to acquire 3,000,000 shares of P10’s common stock in the aggregate to continuing employees who are not Sellers, with such options cliff vesting on the date that is five years following the grant date, with a per share exercise price equal to the value of a share of P10’s common stock on the grant date.

P10 used available cash and borrowings under its Credit Agreement initially dated as of December 22, 2021 (as amended, supplemented or otherwise modified from time to time) (the “Credit Agreement”) with the guarantors party thereto from time to time, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent to fund the cash portion of the purchase price.

The information required by this Item 5.01 and contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Investment Management Agreement, dated October 13, 2022, by and between Venture Lending & Leasing VIII, Inc. and Westech Investment Advisors LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VENTURE LENDING & LEASING VIII, INC.
(Registrant)
By:	/s/ Jared S. Thear
	Jared S. Thear
	Chief Financial Officer
Date:	October 18, 2022

VENTURE LENDING & LEASING VIII, INC.
(Registrant)

By:	/s/ Jared S. Thear

Jared S. Thear
Chief Financial Officer

Date: May 23, 2023

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