0001213900-22-040857.txt : 20220722 0001213900-22-040857.hdr.sgml : 20220722 20220722110753 ACCESSION NUMBER: 0001213900-22-040857 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220722 DATE AS OF CHANGE: 20220722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trinity Capital Inc. CENTRAL INDEX KEY: 0001786108 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-39958 FILM NUMBER: 221099063 BUSINESS ADDRESS: STREET 1: 1 N. 1ST ST. STREET 2: 3RD FLOOR CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 480.374.5350 MAIL ADDRESS: STREET 1: 1 N. 1ST ST. STREET 2: 3RD FLOOR CITY: PHOENIX STATE: AZ ZIP: 85004 8-A12B 1 s139250_8a12b.htm 8-A12B

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
7.00% Notes due 2025		Nasdaq Global Select Market

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: 333-261782

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 7.00% Notes due 2025 (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 “TRINL.”

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. 333-261782) (as amended from time to time, the “Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) on January 26, 2022 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 19, 2022, as filed with the Commission on July 20, 2022 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 Registration Statement on Form 10 (File No. 000-56139), filed on January 16, 2020 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 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		First Supplemental Indenture, dated as of January 16, 2020, by and between Trinity Capital Inc. and U.S. Bank 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).

4.3		Form of 7.00% Note due 2025 (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 22, 2022	Trinity Capital Inc.

	By:	/s/ Steven L. Brown
		Name:	Steven L. Brown
		Title:	Chairman and Chief Executive Officer