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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

     ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    

For the quarterly period ended March 31, 2026

     ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    

Commission file number: 814-01656

BIP Ventures Evergreen BDC

(Exact name of registrant as specified in charter)


Delaware		93-6632897
(State or other jurisdiction of incorporation or registration)		(I.R.S. Employer Identification No.)

3575 Piedmont Rd NE Building 15, Suite 730 Atlanta, Georgia		30305
(Address of principal executive offices)		(Zip Code)

404-410-6476

(Registrant’s telephone number, including area code)

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


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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

Shares of beneficial interest, par value $0.01 per share

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 8, 2026, the registrant had 4,917,011 shares of beneficial interest, $0.01 par value per share, outstanding.

Table of Contents


PART I. FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Statements of Assets and Liabilities	1
Statements of Operations and Incentive Allocation	2
Statements of Changes in Net Assets	3
Statements of Cash Flows	4
Schedules of Investments	5
Notes to Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26
Item 3. Quantitative and Qualitative Disclosures About Market Risk	36
Item 4. Controls and Procedures	37

PART II. OTHER INFORMATION	38
Item 1. Legal Proceedings	38
Item 1A. Risk Factors	38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3. Defaults Upon Senior Securities	38
Item 4. Mine Safety Disclosures	38
Item 5. Other Information	38
Item 6. Exhibits	39
SIGNATURES	40

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about BIP Ventures Evergreen BDC (the “Company”, “we”, “us”, “our”), current and prospective portfolio investments, industry, beliefs and the Company’s assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Company’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

the effect of investments that we expect to make and the competition for those investments;

•

our ability to raise capital;

•

geo-political conditions, including revolution, insurgency, terrorism or war;

•

political uncertainty resulting from recent events, including changes to U.S. trade policies and tariffs;

•

general economic, logistical and political trends and other external factors, including pandemics and supply chain disruptions;

•

potential economic downturns, interest rate volatility, loss of key personnel, and the illiquid nature of investments;

•

the ability of our portfolio companies to achieve their objectives;

•

our current and expected financing arrangements and investments;

•

changes in the general interest rate environment;

•

the adequacy of our cash resources, financing sources and working capital;

•

our contractual arrangements and relationships with third parties;

•

actual and potential conflicts of interest with the Company’s investment adviser, and its affiliates;

•

the elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;

•

the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•

the impact on our business of U.S. and international financial reform legislation, rules and regulations; and

•

the effect of changes in tax laws and regulations and interpretations thereof.

Although the Company believes that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties, nor can the Company assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation that the Company’s plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, the Company assumes no duty and does not undertake to update the forward-looking statements.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BIP Ventures Evergreen BDC

Statements of Assets and Liabilities


	March 31, 2026 (unaudited)		December 31, 2025
Assets
Investments
Non-controlled / non-affiliated investments (cost of $67,734,949 and $67,734,047 at March 31, 2026 and December 31, 2025, respectively)	$	83,363,065	$	91,397,098
Non-controlled / affiliated investments (cost of $34,348,730 and $29,348,730 at March 31, 2026 and December 31, 2025, respectively)		46,797,134		40,823,403
Total investments, at fair value (cost of $102,083,679 and $97,082,777 at March 31, 2026 and December 31, 2025, respectively)		130,160,199		132,220,501
Cash and cash equivalents		23,794,368		16,338,381
Interest receivable		12,904,461		11,531,821
Receivable from sale of investments		—		3,750,000
Prepaid expenses		51,350		83,272
Total assets	$	166,910,378	$	163,923,975
Liabilities
Management fees payable	$	675,359	$	623,305
Incentive fees payable		2,621,990		2,780,956
Accrued audit and tax fees		286,500		224,000
Accrued expenses and other liabilities		43,472		64,045
Distributions payable		78,695		3,580,157
Total liabilities	$	3,706,016	$	7,272,463
Commitments and contingencies (Note 6)
Net assets
Common shares, par value $0.01 per share, unlimited shares authorized (4,740,663 and 4,364,449 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively)		47,407		43,644
Paid-in-capital in excess of par value		134,065,058		121,085,674
Total distributable earnings (losses)		24,020,616		29,472,955
Net assets attributable to common shareholders		158,133,081		150,602,273
Incentive allocation attributable to the Investment Adviser		5,071,281		6,049,239
Total net assets		163,204,362		156,651,512
Total liabilities and net assets	$	166,910,378	$	163,923,975
Net asset value per share attributable to common shareholders (a)	$	33.36	$	34.51

Calculated using net assets attributable to common shareholders

The accompanying notes are an integral part of these financial statements.

BIP Ventures Evergreen BDC

Statements of Operations and Incentive Allocation

(unaudited)


	For the Three Months Ended March 31,
	2026			2025
Investment income:
From non-controlled / non-affiliated investments:
Interest income	$	1,456,239		$	1,284,102
Other interest income		247,760			147,789
Total investment income		1,703,999			1,431,891
Expenses:
Management fees		675,359			443,101
Professional fees		175,047			72,306
Board of Trustees’ fees		65,037			65,587
Administration fees		40,473			38,134
Other general and administrative expenses		38,481			24,701
Total expenses		994,397			643,829
Net investment income (loss)		709,602			788,062
Net realized and unrealized gain (loss) on investments:
Net change in unrealized gain (loss) on non-controlled / non-affiliated investments		(8,034,935	)		4,953,310
Net change in unrealized gain (loss) on non-controlled / affiliated investments		973,731			—
Net realized and unrealized gain (loss) on investments		(7,061,204	)		4,953,310
Net increase (decrease) in net assets resulting from operations	$	(6,351,602	)	$	5,741,372
Incentive allocation attributable to the Investment Adviser		(977,958	)		1,247,483
Net increase (decrease) in net assets attributable to common shareholders	$	(5,373,644	)	$	4,493,889

The accompanying notes are an integral part of these financial statements.

BIP Ventures Evergreen BDC

Statements of Changes in Net Assets

(unaudited)


	Common Shares
	Shares		Par value		Paid-in-capital in excess of par		Total distributable earnings (losses)			Net assets attributable to common shareholders			Incentive allocation attributable to the Investment Adviser			Total net assets
Balance at December 31, 2024		3,161,369	$	31,614	$	82,466,305	$	11,820,573		$	94,318,492		$	—		$	94,318,492
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)		—		—		—		788,062			788,062			—			788,062
Net change in unrealized gain (loss) on investments		—		—		—		4,953,310			4,953,310			—			4,953,310
Incentive allocation attributable to the Investment Adviser		—		—		—		(1,247,483	)		(1,247,483	)		1,247,483			—
Issuance of common shares		316,108		3,161		9,426,339		—			9,429,500			—			9,429,500
Total increase for the three months ended March 31, 2025		316,108		3,161		9,426,339		4,493,889			13,923,389			1,247,483			15,170,872
Balance at March 31, 2025		3,477,477	$	34,775	$	91,892,644	$	16,314,462		$	108,241,881		$	1,247,483		$	109,489,364

Balance at December 31, 2025		4,364,449	$	43,644	$	121,085,674	$	29,472,955		$	150,602,273		$	6,049,239		$	156,651,512
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)		—		—		—		709,602			709,602			—			709,602
Net change in unrealized gain (loss) on investments		—		—		—		(7,061,204	)		(7,061,204	)		—			(7,061,204	)
Incentive allocation attributable to the Investment Adviser		—		—		—		977,958			977,958			(977,958	)		—
Issuance of common shares		376,214		3,763		12,979,384		—			12,983,147			—			12,983,147
Distributions declared to shareholders		—		—		—		(78,695	)		(78,695	)		—			(78,695	)
Total increase (decrease) for the three months ended March 31, 2026		376,214		3,763		12,979,384		(5,452,339	)		7,530,808			(977,958	)		6,552,850
Balance at March 31, 2026		4,740,663	$	47,407	$	134,065,058	$	24,020,616		$	158,133,081		$	5,071,281		$	163,204,362

The accompanying notes are an integral part of these financial statements.

BIP Ventures Evergreen BDC

Statements of Cash Flows

(unaudited)


	For the Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	(6,351,602	)	$	5,741,372
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net change in unrealized (gain) loss on non-controlled / non-affiliated investments		8,034,935			(4,953,310	)
Net change in unrealized (gain) loss on non-controlled / affiliated investments		(973,731	)		—
Amortization of deferred loan fees		(902	)		—
Payments for purchases of investments		(5,000,000	)		(4,750,000	)
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable		(1,372,640	)		(1,293,859	)
(Increase) decrease in prepaid expenses		31,922			—
(Increase) decrease in receivable from sale of investments		3,750,000			—
Increase (decrease) in management fees payable		52,054			50,934
Increase (decrease) in incentive fees payable		(158,966	)		—
Increase (decrease) in accrued audit and tax fees		62,500			(37,075	)
Increase (decrease) in accrued expenses and other liabilities		(20,573	)		(32,557	)
Net cash provided by (used in) operating activities		(1,947,003	)		(5,274,495	)
Cash flows from financing activities:
Proceeds from issuance of common shares		12,983,147			9,429,500
Distributions paid		(3,580,157	)		—
Net cash provided by (used in) financing activities		9,402,990			9,429,500

Net change in cash and cash equivalents		7,455,987			4,155,005
Cash and cash equivalents, beginning of period		16,338,381			5,783,352
Cash and cash equivalents, end of period	$	23,794,368		$	9,938,357

Supplemental Disclosure of Cash-Flow Information
Distributions declared during the period	$	78,695		$	—

The accompanying notes are an integral part of these financial statements.

BIP Ventures Evergreen BDC

Schedules of Investments

March 31, 2026

(unaudited)


Investments (a)	Type	Acquisition Date (g)	Interest Rate	Maturity Date	Par Amount/Units (b)		Cost		Fair Value (c)		% of Net Assets
Investments – non-controlled / non-affiliated
Convertible Notes
Enterprise SaaS
Mediafly, Inc.	Senior Secured Convertible Note	8/29/2023	10.0%	2/27/2026 (h)	$	48,500,000	$	48,500,000	$	55,319,697
Healthcare
Kythera Labs, Inc.	Senior Secured Convertible Note	2/11/2025	12.0%	10/1/2027	$	4,250,000		4,250,000		4,680,812
Technology-Enabled Marketplace
CareSave Technologies, Inc. (d/b/a ShiftMed) (e)	Junior Secured Convertible Note	4/4/2025	10.5%	3/31/2030	$	2,985,468		2,985,468		2,985,468
Total non-controlled / non-affiliated convertible notes								55,735,468		62,985,977		38.59	%
Equity Investments (d)
Technology-Enabled Marketplace
CareSave Technologies, Inc. (d/b/a ShiftMed) (e)	Series E-2 Preferred Stock	3/21/2024	N/A	N/A		17,478		11,999,481		20,377,088
Total non-controlled / non-affiliated equity investments								11,999,481		20,377,088		12.49	%
Total non-controlled / non-affiliated investments								67,734,949		83,363,065		51.08	%

Investments – non-controlled / affiliated
Convertible Notes
Healthcare
Korio, Inc.	Senior Secured Convertible Note	2/13/2026	10.0%	8/13/2027	$	2,000,000		2,000,000		2,000,000
Peregrine Health, Inc.	Unsecured Convertible Note	3/19/2026	10.0%	12/31/2027	$	3,000,000		3,000,000		3,000,000
Total non-controlled / affiliated convertible notes								5,000,000		5,000,000		3.06	%
Equity Investments (d)
Healthcare
ChartSpan Medical Technologies, Inc.	Series Seed Preferred Stock	6/18/2025	N/A	N/A		1,216,562		1,553,902		2,515,333
ChartSpan Medical Technologies, Inc.	Series Seed 3 Preferred Stock	6/18/2025	N/A	N/A		640,168		817,680		1,329,057
ChartSpan Medical Technologies, Inc.	Series Seed 3A Preferred Stock	6/18/2025	N/A	N/A		1,212,073		1,548,168		2,519,518
ChartSpan Medical Technologies, Inc.	Series Seed 4 Preferred Stock	6/18/2025	N/A	N/A		4,811,406		6,145,558		10,039,693


Investments (a)	Type	Acquisition Date (g)	Interest Rate	Maturity Date	Par Amount/Units (b)		Cost		Fair Value (c)		% of Net Assets
ChartSpan Medical Technologies, Inc.	Series B-1 Preferred Stock	6/18/2025	N/A	N/A		140,297		179,200		340,631
ChartSpan Medical Technologies, Inc.	Series B-2 Preferred Stock	6/18/2025	N/A	N/A		219,309		280,121		518,130
ChartSpan Medical Technologies, Inc.	Series C-1 Preferred Stock	8/11/2025	N/A	N/A		848,677		1,942,197		2,290,751
Integrative Life Network, LLC	Class A Common Stock	12/12/2024	N/A	N/A		251,152		522,718		138,533
Integrative Life Network, LLC	Class B Common Stock	12/12/2024	N/A	N/A		131,534		274,186		72,553
Istios Health, LLC	Series Seed Preferred Stock	6/6/2025	N/A	N/A		4,000,000		4,000,000		4,000,000
Korio, Inc.	Series A Preferred Stock	8/23/2024	N/A	N/A		11,848,341		3,500,000		3,931,219
Peregrine Health, Inc.	Series A-2B Preferred Stock	12/12/2024	N/A	N/A		38,268,696		5,085,000		7,925,774
Peregrine Health, Inc.	Series A-4 Preferred Stock	12/12/2024	N/A	N/A		21,848,748		2,876,666		4,416,059
Peregrine Health, Inc.	Series A-4B Preferred Stock	12/12/2024	N/A	N/A		922,885		121,510		186,575
Peregrine Health, Inc.	Warrants	12/12/2024	N/A	N/A		22,771,633		501,824		1,573,308
Total non-controlled / affiliated equity investments								29,348,730		41,797,134		25.61	%
Total non-controlled / affiliated investments								34,348,730		46,797,134		28.67	%

Total Investments (f)							$	102,083,679	$	130,160,199		79.75	%

Cash Equivalents
First American Treasury Obligations Fund	Cash equivalents	N/A	3.60%	N/A		23,590,342	$	23,590,342	$	23,590,342
Total Cash Equivalents								23,590,342		23,590,342		14.45	%
Total Investments and Cash Equivalents							$	125,674,021	$	153,750,541		94.21	%

All investments are domiciled in the United States unless otherwise noted.

The total par amount is presented for senior and junior secured convertible notes and the number of shares or units owned is presented for equity investments and cash equivalents.

Unless otherwise indicated, these investments were valued using unobservable inputs and are considered Level 3 investments.

Equity investments are non-income-producing unless otherwise noted.

d/b/a is defined as “doing business as.”

Securities exempt from registration under the Securities Act (as defined in Note 1), and are deemed to be “restricted securities”. As of March 31, 2026, the aggregate fair value of these securities is $130.2 million or 79.8% of the Company’s net assets.

The initial acquisition dates have been included for the “restricted securities.”

The convertible notes had a stated maturity date of February 27, 2026. The Company has agreed to terms to extend the maturity date with Mediafly, Inc.; however, the extension has not been formally executed as of the reporting date.

The accompanying notes are an integral part of these financial statements.

BIP Ventures Evergreen BDC

Schedules of Investments

December 31, 2025


Investments (a)	Type	Acquisition Date (g)	Interest Rate	Maturity Date	Par Amount/Units (b)		Cost		Fair Value (c)		% of Net Assets
Investments – non-controlled / non-affiliated
Convertible Notes
Enterprise SaaS
Mediafly, Inc.	Senior Secured Convertible Note	8/29/2023	10.0%	2/27/2026	$	48,500,000	$	48,500,000	$	63,321,632
Healthcare
Kythera Labs, Inc.	Senior Secured Convertible Note	2/11/2025	12.0%	10/1/2027	$	4,250,000		4,250,000		4,535,559
Technology-Enabled Marketplace
CareSave Technologies, Inc. (d/b/a ShiftMed) (e)	Junior Secured Convertible Note	4/4/2025	10.5%	3/31/2030	$	2,984,566		2,984,566		2,984,566
Total non-controlled / non-affiliated convertible notes								55,734,566		70,841,757		45.22	%
Equity Investments (d)
Technology-Enabled Marketplace
CareSave Technologies, Inc. (d/b/a ShiftMed) (e)	Series E-2 Preferred Stock	3/21/2024	N/A	N/A		17,478		11,999,481		20,555,341
Total non-controlled / non-affiliated equity investments								11,999,481		20,555,341		13.12	%
Total non-controlled / non-affiliated investments								67,734,047		91,397,098		58.34	%

Investments – non-controlled / affiliated
Equity Investments (d)
Healthcare
ChartSpan Medical Technologies, Inc.	Series Seed Preferred Stock	6/18/2025	N/A	N/A		1,216,562		1,553,902		2,648,146
ChartSpan Medical Technologies, Inc.	Series Seed 3 Preferred Stock	6/18/2025	N/A	N/A		640,168		817,680		1,399,217
ChartSpan Medical Technologies, Inc.	Series Seed 3A Preferred Stock	6/18/2025	N/A	N/A		1,212,073		1,548,168		2,652,529
ChartSpan Medical Technologies, Inc.	Series Seed 4 Preferred Stock	6/18/2025	N/A	N/A		4,811,406		6,145,558		10,569,762
ChartSpan Medical Technologies, Inc.	Series B-1 Preferred Stock	6/18/2025	N/A	N/A		140,297		179,200		355,602
ChartSpan Medical Technologies, Inc.	Series B-2 Preferred Stock	6/18/2025	N/A	N/A		219,309		280,121		541,607
ChartSpan Medical Technologies, Inc.	Series C-1 Preferred Stock	8/11/2025	N/A	N/A		848,677		1,942,197		2,366,230
Integrative Life Network, LLC	Class A Common Stock	12/12/2024	N/A	N/A		251,152		522,718		224,275
Integrative Life Network, LLC	Class B Common Stock	12/12/2024	N/A	N/A		131,534		274,186		117,458


Investments (a)	Type	Acquisition Date (g)	Interest Rate	Maturity Date	Par Amount/Units (b)		Cost		Fair Value (c)		% of Net Assets
Istios Health, LLC	Series Seed Preferred Stock	6/6/2025	N/A	N/A		4,000,000		4,000,000		4,000,000
Korio, Inc.	Series A Preferred Stock	8/23/2024	N/A	N/A		11,848,341		3,500,000		3,777,486
Peregrine Health, Inc.	Series A-2B Preferred Stock	12/12/2024	N/A	N/A		38,268,696		5,085,000		6,936,063
Peregrine Health, Inc.	Series A-4 Preferred Stock	12/12/2024	N/A	N/A		21,848,748		2,876,666		3,856,738
Peregrine Health, Inc.	Series A-4B Preferred Stock	12/12/2024	N/A	N/A		922,885		121,510		162,947
Peregrine Health, Inc.	Warrants	12/12/2024	N/A	N/A		22,771,633		501,824		1,215,343
Total non-controlled / affiliated equity investments								29,348,730		40,823,403		26.06	%

Total Investments (f)							$	97,082,777	$	132,220,501		84.40	%

Cash Equivalents
First American Treasury Obligations Fund	Cash equivalents	N/A	3.66%	N/A		16,132,167	$	16,132,167	$	16,132,167
Total Cash Equivalents								16,132,167		16,132,167		10.30	%
Total Investments and Cash Equivalents							$	113,214,944	$	148,352,668		94.70	%

All investments are domiciled in the United States unless otherwise noted.

The total par amount is presented for senior and junior secured convertible notes and the number of shares or units owned is presented for equity investments and cash equivalents.

Unless otherwise indicated, these investments were valued using unobservable inputs and are considered Level 3 investments.

Equity investments are non-income-producing unless otherwise noted.

d/b/a is defined as “doing business as.”

Securities exempt from registration under the Securities Act (as defined in Note 1), and are deemed to be “restricted securities”. As of December 31, 2025, the aggregate fair value of these securities is $132.2 million or 84.4% of the Company’s net assets.

The initial acquisition dates have been included for the “restricted securities.”

The accompanying notes are an integral part of these financial statements.

BIP Ventures Evergreen BDC

Notes to Financial Statements

(unaudited)

Note 1. Organization

BIP Ventures Evergreen BDC (the “Company”) is an externally managed, non-diversified closed-end management investment company that is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company is taxed as a partnership under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The Company was formed as a Delaware statutory trust on August 10, 2022 and filed its initial registration statement on Form 10 on June 20, 2023.

The Company is managed by BIP Capital, LLC, doing venture capital business as BIP Ventures (the “Investment Adviser”), a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Investment Adviser oversees the management of the Company’s activities and is responsible for making investment decisions with respect to the Company’s portfolio.

The Company’s primary investment objective is to maximize capital appreciation. The Company intends to achieve this objective primarily by investing in a portfolio consisting of common and preferred equity investments, including through the use of convertible notes, in U.S.-based portfolio companies, which qualify as “eligible portfolio companies” under the 1940 Act. The Company may also invest on an opportunistic basis in “non-qualifying” investments, such as investments in non-U.S. companies that otherwise meet the Company’s objectives and strategies.

The Company is conducting a continuous and perpetual private offering (the “Private Offering”) of its shares of common beneficial interests, par value of $0.01 per share (the “Shares”), in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Shares are being offered solely to investors that are “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

The Shares to be issued under the Private Offering will be unlimited and have a par value of $0.01 per Share. The initial offering price for the Shares was $25.00 per Share. Thereafter, Shares are sold at the then-current net asset value (“NAV”) per Share. For purposes of the NAV per Share calculation, the net assets attributable to common shareholders is calculated after deducting the incentive allocation (the "Incentive Allocation") payable to the Investment Adviser. Accordingly, the NAV per Share reflects the deduction of the Incentive Allocation, and represents the net proceeds that are expected to be realized by common shareholders after payment of the Incentive Allocation to the Investment Adviser.

The Company was initially funded on July 12, 2023, when the Investment Adviser purchased 400 Shares of the Company, for an aggregate purchase price of $10,000, and subsequently commenced operations on July 13, 2023 (“Commencement of Operations”). The Company completed its initial closing of capital commitments on August 24, 2023 and subsequently broke escrow and commenced investment activity.

Note 2. Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Company in the preparation of its financial statements.

Basis of Presentation

The financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). The Company is an investment company and accordingly applies specific accounting and financial reporting requirements under Financial Accounting Standards Board (“FASB”) Accounting Standards Topic 946, Financial Services-Investment Companies, and pursuant to Regulation S-X.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period, and the accompanying notes thereto. Management believes that the estimates utilized in the preparation of these financial statements are reasonable and prudent. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates, and differences could be material.

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit. The Company sweeps excess cash into a money market treasury fund on a daily basis to reduce the risk that deposits at individual financial institutions exceed the Federal Deposit Insurance Company insurance limit. Cash equivalents in money market mutual funds are fair valued under the market approach through the use of quoted market prices in an active market, which is the NAV of the funds, and are classified within Level 1 of the valuation hierarchy as further described below.

Income Taxes

The Company intends to be treated as a partnership for federal income tax purposes under the Code. Thus, no Federal or State income taxes are payable by the Company. Such taxes are liabilities of the shareholders, and their respective pro-rata share of net income or loss is to be included in their respective income tax returns. Therefore, no provision for income taxes has been made in the accompanying financial statements.

The Investment Adviser intends to operate the Company in a manner intended to satisfy one or more safe harbors under which interests in the Company should not be considered readily tradable on a secondary market (or the substantial equivalent hereof) and to take the position that the Company is not a publicly traded partnership that is taxed as a corporation. Further, if those safe harbors are not satisfied, the Company will not be taxed as a corporation if 90% or more of its gross income each year consists of “qualifying income,” including interest, dividends, capital gains and certain other forms of largely passive income.

Under GAAP, the Company is subject to the provisions of ASC 740, “Income Taxes.” The Company evaluates tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50%) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current period. The Company follows the authoritative guidance on accounting for uncertainty in income taxes and concluded it has no material uncertain tax positions to be recognized at this time. If applicable, the Company will recognize interest and penalties related to unrecognized tax benefits as income tax expense in the Company’s statements of operations. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities, on-going analysis of and changes to tax laws, regulations and interpretations thereof.

The Organization for Economic Co-operation and Development (“OECD”) introduced a 15% global minimum tax under the Pillar Two Global Anti-Base Erosion model rules. Several OECD member countries have enacted tax legislation based on certain elements of these rules that became effective on January 1, 2024. Other jurisdictions have announced the intent to implement these rules, but the rules remain subject to significant negotiation, potential change, and phase-in periods. The Company has concluded that it falls outside the scope of the Pillar Two rules as it does not have any foreign operations but will continue to monitor potential future applicability and changes to these rules.

Organization and Offering Costs

Organization costs include, among other things, the cost of incorporating the Company and the cost of legal services and other fees pertaining to the Company’s organization. Organization costs are expensed as incurred.

Offering costs consist of costs incurred in connection with the offering of Shares of the Company, including legal fees, registration fees, and other costs pertaining to the preparation of the Company’s registration statement (and any amendments and related documents thereto) relating to the Private Offering. Offering costs are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months.

See Note 3 - Related Party Transactions for further information on the Company’s Expense Reimbursement Agreement with the Investment Adviser.

Valuation of Investments

The Company values its investments, upon which its NAV is based, in accordance with FASB ASC 820, Fair Value Measurements (“ASC 820”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 also provides a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value, and prescribes disclosure requirements for fair value measurements.

Pursuant to Rule 2a-5 under the 1940 Act, the Company’s Board of Trustees (the “Board”) has designated the Investment Adviser as the valuation designee responsible for valuing all of the Company’s investments, including making fair valuation determinations as needed. The Investment Adviser has established a valuation committee (the “Valuation Committee”) to carry out the ongoing fair valuation responsibilities and has adopted policies and procedures to govern the fair valuation of the Company’s investments.

Investments for which market quotations are readily available are typically valued at the bid price of those market quotations. To validate market quotations, the Investment Adviser utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Investments that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the Investment Adviser, as valuation designee, based on, among other things, the input of the Valuation Committee and independent third-party valuation firm(s).

As part of the valuation process, the Investment Adviser takes into account relevant factors in determining the fair value of the Company’s investments, including, but not limited to:

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the estimated enterprise value of a Portfolio Company (i.e., the total fair value of the Portfolio Company’s debt and equity);

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the nature and realizable value of any collateral or expected cash proceeds upon exit;

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recent transactions of the Portfolio Company or peers;

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the assessment of the Portfolio Company in adhering to its business plan, underwriting expectations, and financial projections;

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the markets in which the Portfolio Company does business;

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a comparison of the Portfolio Company’s securities to any similar publicly traded securities;

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overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future; and

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when an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Investment Adviser considers whether the pricing indicated by the external event corroborates its valuation and may be incorporated into the valuation of the Company’s investments.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, the Investment Adviser, as valuation designee, has approved a multi-step valuation process that will be performed on a quarterly basis, as described below:

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The quarterly valuation process begins with each Portfolio Company or investment being initially valued by the Investment Adviser in consideration of the factors noted above;

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Preliminary valuation conclusions are then documented, discussed with, and reviewed by the Valuation Committee of the Investment Adviser;

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Independent valuation firms are engaged by the Investment Adviser to conduct independent reviews to provide positive assurance on a rotational, sample basis by reviewing the Investment Adviser’s valuations and making their own independent assessment;

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The Investment Adviser discusses valuations and determines in good faith the fair value of each investment in the portfolio based on input of the Valuation Committee and the applicable independent valuation firm; and

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The Audit Committee oversees the valuation designee, and will report to the Board on any valuation matters requiring the Board’s attention.

This valuation process is conducted on a quarterly basis.

ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC 820, these inputs are summarized in the three levels listed below:

Level 1 — Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2 — Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 — Valuations are based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurred. In addition to using the above inputs in investment valuations, the Investment Adviser applies the valuation policy approved by the Board that is consistent with ASC 820.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss

Investment transactions are recorded on the trade date. The Company will measure net realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, including accrued interest, without regard to unrealized gains or losses previously recognized. Net change in unrealized gain or loss will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gain or loss, when gains or losses are realized.

Revenue Recognition

The Company records interest income on an accrual basis to the extent that it expects to collect such amounts. It does not accrue as a receivable interest on loans and debt securities for accounting purposes if it has reason to doubt its ability to collect such interest.

Segment Reporting

In accordance with ASC Topic 280 – “Segment Reporting (ASC 280),” the Company has determined that it has a single operating and reporting segment. As a result, the Company’s segment accounting policies are the same as described herein and the Company does not have any intra-segment sales and transfers of assets.

The Company operates through a single operating and reporting segment with an investment objective to generate capital appreciation through investing primarily in a portfolio consisting of common and preferred equity investments, including through the use of convertible notes, in U.S.-based portfolio companies. The Company’s chief operating decision maker (the “CODM”) is comprised of the Company’s Chief Executive Officer and Chief Financial Officer. The CODM makes operating decisions of the Company primarily based on the Company’s net increase (decrease) in net assets resulting from operations. The evaluation and assessment of this metric is used in implementing investment policy decisions, strategic initiatives, managing the Company’s portfolio, and assessing the performance of the portfolio. As the Company’s operations are comprised of a single reporting segment, the segment assets are reflected on the accompanying statements of assets and liabilities and the significant segment expenses are listed on the accompanying statements of operations.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09")," which intends to improve the transparency of income tax disclosures. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. The Company adopted ASU 2023-09 effective December 31, 2025 and concluded that the application of this guidance did not have any material impact on its financial statements.

Note 3. Related Party Transactions

The Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Investment Adviser in which the Investment Adviser, subject to the overall supervision of the Board, manages the day-to-day operations of, and provides investment advisory services to the Company. As part of its advisory and management services, the Investment Adviser will also provide administrative and compliance services to the Company. The Company co-invests from time to time, and intends to continue making co-investments with certain affiliates of the Investment Adviser, where doing so is consistent with the Company’s investment strategy as well as applicable law and SEC staff interpretations.

Investment Advisory Agreement

Pursuant to the Investment Advisory Agreement with the Investment Adviser, the Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of the following components – a base management fee (the “Management Fee”), an incentive fee (the “Incentive Fee”) for periods prior to January 1, 2025 and an Incentive Allocation for periods beginning on and subsequent to January 1, 2025. The cost of the Management Fee, Incentive Fee and Incentive Allocation will ultimately be borne by the shareholders.

Management Fee:

The Company pays the Investment Adviser the Management Fee, quarterly in arrears, at an annual rate of: (i) 1.75% of the Company’s average net assets attributable to common shareholders if the Company’s total net asset balance is less than $500,000,000; and (ii) 1.50% of the Company’s average net assets attributable to common shareholders if the Company’s total net asset balance is equal to or greater than $500,000,000. The average net asset balance is the average of the Company’s total net assets at the end of the two most recently completed calendar quarters. The Board will assess the Management Fee and has the discretion to reduce the Management Fee or grant a temporary waiver of the fee if determined to be appropriate. For the three months ended March 31, 2026 and 2025, the Company did not reduce the Management Fee or grant a temporary waiver of the fee.

For the three months ended March 31, 2026 and 2025, the Company recorded Management Fee expense of $675,359 and $443,101, respectively. The Company has recorded a Management Fee payable of $675,359 and $623,305 as of March 31, 2026 and December 31, 2025, respectively.

Incentive Fee (for periods prior to January 1, 2025):

The Incentive Fee is payable at the end of each calendar year in arrears and equals 20% of cumulative aggregate realized capital gains, plus interest received on portfolio assets (subsequent to July 1, 2024), from the date of the Company’s election to be regulated as a BDC to the end of each calendar year (with the final calendar year with respect to calculating the Incentive Fee deemed to have ended on December 31, 2024), less cumulative aggregate realized capital losses and aggregate unrealized capital depreciation, less the aggregate amount of any previously paid Incentive Fee. The Company will accrue quarterly, but will not pay, the Incentive Fee with respect to net unrealized appreciation. The Incentive Fee will only be paid on assets that have been partially or fully sold.

In determining the Incentive Fee payable to the Investment Adviser, the Company will calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since the Company’s inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in the Company’s portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the original cost of such investment since the Company’s inception. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the original cost of such investment since the Company’s inception. The net sales price shall include all cash received related to the portfolio asset throughout the asset's life, including amounts recorded as interest income on convertible notes or debt investments subsequent to July 1, 2024. The original cost shall include all cash that was deployed into the portfolio asset, which would not include converted interest on convertible notes or paid-in-kind interest (“PIK”) on debt investments. Cumulative aggregate realized capital gains and cumulative aggregate realized capital losses will only include cash flows associated with assets that have been sold. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the original cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for the Company’s calculation of the Incentive Fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to the Company’s portfolio of investments.

As of July 1, 2024, the Investment Advisory Agreement was amended to clarify that interest received on portfolio assets is included in the net sales price when the asset is sold as described above. This amendment is being applied as of July 1, 2024 on a prospective basis. All other terms of the Investment Advisory Agreement, including the mechanics of the calculation, did not change as a result of this clarification.

As of January 1, 2025, the Investment Advisory Agreement was amended to re-characterize the Incentive Fee to an Incentive Allocation for tax purposes as further described below.

For the three months ended March 31, 2026 and 2025, the Company recorded Incentive Fee expense of $0 as the Company no longer pays an Incentive Fee but rather pays an Incentive Allocation, as further described below. The Company has recorded an Incentive Fee payable of $2,621,990 and $2,780,956 as of March 31, 2026 and December 31, 2025, respectively. As the Incentive Fee is no longer incurred by the Company as of January 1, 2025, this Incentive Fee payable has been “frozen” (i.e. “crystallized”) and will remain on the balance sheet until paid by the Company. When the crystallized amount is realized and distributed, it will be paid as an Incentive Fee and treated as such for tax purposes. For the three months ended March 31, 2026, the Company paid $158,966 of Incentive Fee to the Investment Adviser related to the realized gain recognized from the sale of a Portfolio Company. As such, the crystallized amount of Incentive Fee was reduced by this payment.

Incentive Allocation (for periods beginning on or subsequent to January 1, 2025):

For periods beginning on or subsequent to January 1, 2025, the Incentive Allocation shall be equal to 20% of the Company’s Cumulative Realized Gain Amount (as defined below), less the aggregate amount of any previously allocated Incentive Allocation, and shall be allocated to the Investment Adviser’s Capital Account. The Incentive Allocation amount, or the calculations pertaining thereto, as appropriate, shall account for any period less than a full calendar year. The Incentive Allocation will only be allocated to the Investment Adviser with respect to investments that have been sold or otherwise disposed of, including partially sold or disposed of. Any Incentive Allocation apportioned to the Investment Adviser’s Capital Account during a calendar year may be distributed to the Investment Adviser whether or not any amounts are distributed to the Company’s shareholders. The Company will accrue quarterly, but will not pay, the Incentive Allocation with respect to net unrealized appreciation, such that the impact of the expected Incentive Allocation adjusts the net assets attributable to common shareholders and the Incentive Allocation attributable to the Investment Adviser commensurately.

As used for purposes of calculating the Company’s Cumulative Realized Gain Amount and the Incentive Allocation, the following terms shall have the following meanings:

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“Aggregate Unrealized Capital Depreciation” means the sum of the difference, if negative, between the valuation of each investment as of an applicable calculation date as reasonably determined by the Investment Adviser as valuation designee and the Original Cost of such investment.

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“Capital Account” means an account established on the books and records of the Company for each of the Company’s shareholders and for the Investment Adviser with respect to the Incentive Allocation.

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“Cumulative Aggregate Realized Capital Gains” means the sum of the amounts by which the Net Sales Price of each investment that has been sold or otherwise disposed of by the Company, when so sold or disposed of, exceeds the Original Cost of such investment since the Company’s inception; provided, however, that such calculation shall ignore any appreciation in the value of an investment prior to January 1, 2025.

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“Cumulative Aggregate Realized Capital Losses” means the sum of the amounts by which the Net Sales Price of each investment that has been sold or otherwise disposed of by the Company, when so sold or disposed of, is less than the Original Cost of such investment since the Company’s inception; provided, however, that such calculation shall ignore any reduction or depreciation in the value of an investment prior to January 1, 2025.

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“Cumulative Realized Gain Amount” means the Company’s Cumulative Aggregate Realized Capital Gains, less Cumulative Aggregate Realized Capital Losses and Aggregate Unrealized Capital Depreciation. The Cumulative Realized Gain Amount and the calculations pertaining thereto, as appropriate, will account for any period less than a full calendar year.

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“Net Sales Price” means all cash received by the Company related to an investment, including amounts recorded as interest income on convertible notes or debt investments, since January 1, 2025.

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“Original Cost” means all cash that was deployed into an investment by the Company, excluding any converted interest on convertible notes or PIK on debt investments.

For the three months ended March 31, 2026 and 2025, the Company recorded an Incentive Allocation of $(977,958) and $1,247,483, respectively. This amount was recorded as an allocation of net assets, allocating the amount estimated to be due to the Investment Adviser related to the current portfolio. This allocation adjusted the amount of net assets attributable to common shareholders and the Incentive Allocation attributable to the Investment Adviser commensurately, with a positive allocation reducing common shareholder net assets and increasing the Investment Adviser's allocation, and a negative allocation having the opposite effect. For the three months ended March 31, 2026, the Company waived $15,750 of Incentive Allocation, which was approved by the Board on April 17, 2026. The Company did not waive any Incentive Allocation payable for the three months ended March 31, 2025. After the Incentive Fee payable has been distributed as described above, all future accruals and distributions related to the Incentive Allocation, when realized and distributed, will be paid as the Incentive Allocation and treated as such for tax purposes.

Expense Support and Conditional Reimbursement Agreement

The Company entered into an Expense Support and Conditional Reimbursement Agreement with the Investment Adviser, whereby the Investment Adviser has agreed to pay all of the Company’s organization and offering costs related to the Private Offering of its Shares. The Company has agreed to reimburse the Investment Adviser for such advanced expenses up to $500,000 when the Company has raised $250 million from unaffiliated subscribers.

Since inception, the Investment Adviser has incurred reimbursable organizational expenses and offering costs of $364,014 and $135,986, respectively, that will be payable when the Company has raised $250 million of capital. As the Company has not raised capital of $250 million as of March 31, 2026, reimbursement of organization and offering costs was deemed not probable and therefore, is not recorded as a liability. No organizational and offering costs were incurred by the Company during the three months ended March 31, 2026 or 2025.

Co-Investment Activity

On March 5, 2024, the Company and the Investment Adviser received an exemptive order from the SEC (the “Order”) that permits the Company to, among other things, co-invest with certain other persons, including certain affiliates of the Investment Adviser and certain funds managed and controlled by the Investment Adviser and its affiliates, subject to certain terms and conditions. Negotiated co-investments may be made by the Company only in accordance with the Order. Non-negotiated co-investments may be made by the Company only in accordance with the conditions set forth in the no-action letter, dated June 7, 2000, issued by the SEC’s Division of Investment Management to Massachusetts Mutual Life Insurance Company (the “MassMutual No Action Letter”). For a co-investment transaction subject to the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s independent trustees must be able to reach certain conclusions in connection with such co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and its shareholders and do not involve overreaching in respect of the Company or its shareholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with the Company’s then-current investment objectives and strategies. In certain situations where a potential co-investment with one or more funds managed by the Investment Adviser or its affiliates is not permitted by the Order or in reliance on the MassMutual No Action Letter, the personnel of the Investment Adviser or its affiliates will decide which fund will proceed with the investment. Such personnel will make these determinations based on allocation policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. Co-investments made pursuant to the Order or in reliance on the MassMutual No Action Letter are subject to certain terms and conditions, so there can be no assurance that the Company will be permitted to co-invest with certain of its affiliates other than in the circumstances currently permitted by regulatory guidance or the Order.

On July 22, 2025, the Company and the Investment Adviser received a new exemptive order from the SEC under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder (the “Co-Investment Order”) granting relief to permit certain joint transactions that would otherwise be prohibited under Section 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder. Specifically, the Co-Investment Order allows one or more closed-end management companies (including the Company) to participate in co-investment opportunities alongside affiliated investment vehicles, subject to the conditions set forth in the order, including oversight (and in certain limited cases, approval) by the Board and compliance with established allocation procedures designed to ensure fair and equitable treatment of all participating entities.

Note 4. Investments

In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Controlled Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliated Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Controlled / Non-Affiliated Investments” are those that are neither Controlled Investments nor Affiliated Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities and/or has the power to exercise control over the management or policies of such portfolio company. Generally, under the 1940 Act, “Affiliated Investments” that are not otherwise “Controlled Investments” are defined as investments in which the Company owns at least 5.0%, up to 25.0% (inclusive), of the voting securities and does not have the power to exercise control over the management or policies of such portfolio company. Generally, under the 1940 Act, “Non-Controlled / Non-Affiliated Investments” are defined as investments in which the Company owns less than 5.0% of the voting securities of such portfolio company.

The composition of the Company’s investment portfolio at cost and fair value was as follows:


	March 31, 2026							December 31, 2025
	Cost		Fair Value		% of Total Investments at Fair Value			Cost		Fair Value		% of Total Investments at Fair Value
Senior secured convertible notes	$	54,750,000	$	62,000,509		47.6	%	$	52,750,000	$	67,857,191		51.3	%
Junior secured convertible notes		2,985,468		2,985,468		2.3	%		2,984,566		2,984,566		2.3	%
Unsecured convertible notes		3,000,000		3,000,000		2.3	%		—		—		—
Preferred stock investments		40,049,483		60,389,828		46.4	%		40,049,483		59,821,668		45.2	%
Common stock investments		796,904		211,086		0.2	%		796,904		341,733		0.3	%
Warrants		501,824		1,573,308		1.2	%		501,824		1,215,343		0.9	%
Total	$	102,083,679	$	130,160,199		100.0	%	$	97,082,777	$	132,220,501		100.0	%

Refer to Note 5 - Fair Value Measurements for additional information on the fair value of the Company’s investments.

The industry composition of investments at fair value was as follows:


	March 31, 2026			December 31, 2025
Enterprise SaaS		42.5	%		47.9	%
Technology-Enabled Marketplace		18.0	%		17.8	%
Healthcare		39.5	%		34.3	%
Total		100.0	%		100.0	%

As of and for the three months ended March 31, 2026, the Company had the following Portfolio Companies that individually accounted for 10% or more of the Company’s aggregate total assets or investment income:


Portfolio Company	Percentage of Total Investment Income for the three months ended March 31, 2026			Percentage of Total Assets as of March 31, 2026
Mediafly, Inc.		71.2	%		33.1	%
CareSave Technologies, Inc. (d/b/a ShiftMed)		4.7	%		14.0	%
ChartSpan Medical Technologies, Inc.		—			11.7	%
Peregrine Health, Inc.		0.6	%		10.2	%

As of December 31, 2025 and for the three months ended March 31, 2025, the Company had the following Portfolio Companies that individually accounted for 10% or more of the Company’s aggregate total assets or investment income:


Portfolio Company	Percentage of Total Investment Income for the three months ended March 31, 2025			Percentage of Total Assets as of December 31, 2025
Mediafly, Inc.		84.7	%		38.6	%
CareSave Technologies, Inc. (d/b/a ShiftMed)		—			14.4	%
ChartSpan Medical Technologies, Inc.		—			12.5	%

Mediafly, Inc. is required to pay the cumulative accrued interest on the senior secured convertible notes, along with the principal, at the maturity date. Failure of this Portfolio Company to pay contractual interest payments could have a material adverse effect on the Company’s results of operations and cash flows from operations which would impact its ability to make distributions to shareholders in the future.

Transactions related to investments in non-controlled / affiliated companies for the three months ended March 31, 2026 were as follows:

BIP Ventures Evergreen BDC 10-Q