References herein to "we", "us" or "our" refer to Princeton Capital Corporation
(the "Company" or "Princeton Capital"), unless the context specifically requires
otherwise.



Forward-Looking Statements



Some of the statements in this quarterly report on Form 10-Q constitute
forward-looking statements, which relate to future events or our future
performance or financial condition. Such forward-looking statements may include
statements preceded by, followed by or that otherwise include the words "may,"
"might," "will," "intend," "should," "could," "can," "would," "expect,"
"believe," "estimate," "anticipate," "predict," "potential," "plan" or similar
words. The forward-looking statements contained in this quarterly report on Form
10-Q involve risks and uncertainties, including statements as to:



? our future operating results;

? our business prospects and the prospects of our portfolio companies;

? the effect of investments that we expect to make;

? our contractual arrangements and relationships with third parties;


 ? actual and potential conflicts of interest with our investment advisor;

? the dependence of our future success on the general economy and its effect on

the industries in which we invest;

? the ability of our portfolio companies to achieve their objectives;

? the use of borrowed money to finance a portion of our investments;

? the adequacy of our financing sources and working capital;

? the timing of cash flows, if any, from the operations of our portfolio


   companies;



? the ability of our investment advisor to locate suitable investments for us and

to monitor and administer our investments;

? the ability of our investment advisor to attract and retain highly talented


   professionals;




? our ability to qualify and maintain our qualification as a regulated investment

company and as a business development company; and

? the effect of future changes in laws or regulations (including the

interpretation of these laws and regulations by regulatory authorities) and

conditions in our operating areas, particularly with respect to business

development companies or regulated investment companies; and

? the effect of the COVID-19 pandemic including the uncertainty surrounding its

duration and global economic impact, as well as measures taken by governmental

agencies, businesses and other third parties in response to counteract any


   negative effects.




We have based the forward-looking statements included in this quarterly report
on Form 10-Q on information available to us on the date of this quarterly report
on Form 10-Q, and we assume no obligation to update any such forward-looking
statements. Actual results could differ materially from those anticipated in our
forward-looking statements, and future results could differ materially from
historical performance. We undertake no obligation to revise or update any
forward-looking statements, whether as a result of new information, future
events or otherwise, unless required by law or Securities and Exchange
Commission ("SEC") rule or regulation. You are advised to consult any additional
disclosures that we may make directly to you or through reports that we in the
future may file with the SEC, including annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K.



                                    - 32 -





Overview



We are an externally managed, non-diversified, closed-end investment company
that has elected to be treated as a business development company ("BDC") under
the Investment Company Act of 1940 (the "1940 Act" or "Investment Company Act").
While we have sought to invest primarily in private small and lower
middle-market companies in various industries, we are now (with a strategic
alternatives process underway and limited resources) investing only in current
investments and otherwise conserving cash. Our investment objective is to
maximize the total return to our stockholders in the form of current income and
capital appreciation through debt and related equity investments in private
small and lower middle-market companies. Since January 1, 2018, we have been
managed by House Hanover, LLC ("House Hanover").



As a BDC, we must not acquire any assets other than "qualifying assets"
specified in the 1940 Act unless, at the time the acquisition is made, at least
70% of our total assets are qualifying assets (with certain limited exceptions).
Qualifying assets include investments in "eligible portfolio companies." Under
the relevant SEC rules, the term "eligible portfolio company" includes all
private companies, companies whose securities are not listed on a national
securities exchange, and certain public companies that have listed their
securities on a national securities exchange and have a market capitalization of
less than $250 million, in each case organized in the United States.



On November 15, 2019, our Board announced that the Company has initiated a
strategic review process to identify, examine, and consider a range of strategic
alternatives available to the Company, including but not limited to, (i) selling
the Company's assets to a business development company or other potential buyer,
(ii) merging with another business development company, (iii) liquidating the
Company's assets in accordance with a plan of liquidation, (iv) raising
additional funds for the Company, or (v) otherwise entering into another
business combination, with the objective of maximizing stockholder value.



Corporate History



In order to expedite the ramp-up of our investment activities and further our
ability to meet our investment objectives on March 13, 2015, we (i) acquired
approximately $11.2 million in cash, $43.5 million in equity and debt
investments, and $1.9 million in restricted cash escrow deposits of Capital
Point Partners, L.P. ("CPP") and Capital Point Partners II, L.P. ("CPPII")
(together, the "Partnerships"), and (ii) issued approximately 115.5 million
shares of our common stock based on a pre-valuation presumed fair value of $60.9
million and on a price of approximately $0.53 per share. While we have sought to
invest primarily in private small and lower middle-market companies in various
industries, we are now (with a strategic alternatives process underway and
limited resources) investing only in current investments and otherwise
conserving cash.



On an annual basis and in general, BDCs intend to elect to be treated for tax
purposes as a regulated investment company ("RIC") under Subchapter M of the
Internal Revenue Code of 1986 (the "Code"). To qualify as a RIC, a BDC must,
among other things, meet certain source-of-income and asset diversification
requirements. As a RIC, BDCs generally will not have to pay corporate-level
taxes on any income they distribute to their stockholders. We did not meet the
qualifications of a RIC for the 2020 tax year and will be taxed as a corporation
under Subchapter C of the Code. Further, we do not expect to meet the
qualifications of a RIC until such time as certain strategic alternatives are
achieved.


Portfolio Composition and Investment Activity





Portfolio Composition



We originate and invest primarily in private small and lower middle-market
companies through first lien loans, second lien loans, unsecured loans,
unitranche and mezzanine debt financing, and corresponding equity investments.
United States Treasury securities may be purchased and temporarily held in
connection with complying with RIC diversification requirements under Subchapter
M of the Code.



At March 31, 2021, the Company had investments in 7 portfolio companies. The
total cost and fair value of the total investments were approximately $46.2
million and $26.0 million, respectively. The composition of our investments by
asset class as of March 31, 2021 is as follows:



                                                                 Percentage
                                                                  of Total
Investments                       Cost          Fair Value       Portfolio
Portfolio Investments
First Lien Loans              $ 15,537,699     $ 17,662,060             68.0 %
Second Lien Loans               12,766,144        6,617,352             25.5
Unsecured Loans                  1,381,586                -                -
Equity                          16,483,889        1,697,663              6.5
Total Portfolio Investments   $ 46,169,318     $ 25,977,075            100.0 %




                                    - 33 -





At December 31, 2020, the Company had investments in 7 portfolio companies. The
total cost and fair value of the total investments were approximately $46.2
million and $21.6 million, respectively. The composition of our investments by
asset class as of December 31, 2020 is as follows:

                                                                 Percentage
                                                                  of Total
Investments                       Cost          Fair Value       Portfolio
Portfolio Investments
First Lien Loans              $ 15,537,699     $ 14,671,435             68.0 %
Second Lien Loans               12,766,144        5,235,708             24.3
Unsecured Loans                  1,381,586                -                -
Equity                          16,483,889        1,659,880              7.7
Total Portfolio Investments     46,169,318       21,567,023            100.0
Total Investments             $ 46,169,318     $ 21,567,023            100.0 %




At March 31, 2021, our weighted average yield of our portfolio investments,
based upon cost and excluding non-yielding assets, was approximately 7.39% of
which approximately 7.39% is current cash interest, all bearing a fixed rate of
interest except for one debt investment bearing interest at a variable rate. At
December 31, 2020, our weighted average yield based upon cost of our portfolio
investments was approximately 7.39% of which approximately 7.39% is current

cash
interest.



At March 31, 2021 and December 31, 2020, we held no United States Treasury
securities. United States Treasury securities may be purchased and temporarily
held in connection with complying with RIC diversification requirements under
Subchapter M of the Code.



Investment Activity



Our level of investment activity can vary substantially from period to period
depending on many factors, including the amount of debt and equity capital to
middle market companies, the level of merger and acquisition activity, the
general economic environment and the competitive environment for the types

of
investments we make.


The primary portfolio investment activities for the three months ended March 31, 2021 are as follows:

? On March 4, 2021, the Final Judgment Order was entered, after the Harris

County District Court granted the Company's Motion for Partial Summary

Judgment on its breach of contract claim against Great Value Storage, LLC


        and World Class Capital Group, LLC, awarding damages to the Company in the
        amount of $9,910,601. On March 9, 2021, the Harris County District Court

granted the Company's Motion to Sever Remaining Claims. These remaining


        claims are pending in the Harris County District Court. (See Note 8)




Asset Quality



In addition to various risk management and monitoring tools, our investment
advisor used an investment rating system to characterize and monitor the quality
of our debt investment portfolio. Equity securities and Treasury Bills are not
graded. This debt investment rating system uses a five-level numeric scale. The
following is a description of the conditions associated with each investment
rating:



Investment
  Rating                               Summary Description

    1        Investments that are performing above expectations, and whose risks
             remain favorable compared to the expected risk at the time of the
             original investment.
    2        Investments that are performing within expectations and whose risks
             remain neutral compared to the expected risk at the time of the
             original investment. All new loans will initially be rated 2.
    3        Investments that are performing below expectations and that require
             closer monitoring, but where no loss of return or principal is
             expected. Portfolio companies with a rating of 3 may be out of
             compliance with financial covenants.

4 Investments that are performing substantially below expectations and


             whose risks have increased substantially since the original 

investment.


             These investments are often in work out. Investments with a 

rating of 4


             will be those for which some loss of return but no loss of 

principal is


             expected.

5 Investments that are performing substantially below expectations and


             whose risks have increased substantially since the original 

investment.


             These investments almost always in work out. Investments with a rating
             of 5 are those for which some loss of return and principal is expected.




                                    - 34 -




The following table shows the investment ratings of our debt investments at fair value as of March 31, 2021 and December 31, 2020:





                            As of March 31, 2021                                   As of December 31, 2020
                                                   Number of                                               Number of
Investment                     % of Total          Portfolio                           % of Total          Portfolio
  Rating      Fair Value        Portfolio          Companies          Fair Value        Portfolio          Companies
    1        $          -                 - %                  -     $          -                 - %                  -
    2                   -                 -                    -                -                 -                    -
    3                   -                 -                    -                -                 -                    -
    4          20,634,412             84.99                    3       17,679,643             88.81                    3
    5           3,645,000             15.01                    2        2,227,500             11.19                    2
             $ 24,279,412            100.00 %                  5     $ 19,907,143            100.00 %                  5



Loans and Debt Securities on Non-Accrual Status


We will not accrue interest on loans and debt securities if we have reason to
doubt our ability to collect such interest. As of March 31, 2021, we had 5 loans
on non-accrual status and as of December 31, 2020, we had 5 loans on non-accrual
status.



Results of Operations



An important measure of our financial performance is net increase (decrease) in
net assets resulting from operations, which includes net investment income
(loss), net realized gain (loss) and net change in unrealized gain (loss). Net
investment income (loss) is the difference between our income from interest,
dividends, fees and other investment income and our operating expenses including
interest on borrowed funds. Net realized gain (loss) on investments is the
difference between the proceeds received from dispositions of portfolio
investments and their amortized cost. Net change in unrealized gain (loss) on
investments is the net change in the fair value of our investment portfolio.



Revenues



We generate revenue in the form of interest income on debt investments and
capital gains and distributions, if any, on investment securities that we may
acquire in portfolio companies. Our debt investments typically have a term of
five to seven years and bear interest at a fixed or floating rate. Interest on
our debt securities is generally payable quarterly. Payments of principal on our
debt investments may be amortized over the stated term of the investment,
deferred for several years or due entirely at maturity. In some cases, our debt
investments may pay interest in-kind, or PIK. Any outstanding principal amount
of our debt securities and any accrued but unpaid interest will generally become
due at the maturity date. The level of interest income we receive is directly
related to the balance of interest-bearing investments multiplied by the
weighted average yield of our investments. We expect that the dollar amount of
interest and any dividend income that we earn to increase as the size of our
investment portfolio increases. In addition, we may generate revenue in the form
of prepayment fees, commitment, loan origination, structuring or due diligence
fees, fees for providing managerial assistance and possibly consulting fees.
These fees will be reorganized as they are earned.



                                    - 35 -





Expenses



Our primary operating expenses include the payment of fees to House Hanover and
our allocable portion of overhead expenses under the investment advisory
agreement and other operating costs described below. We bear all other
out-of-pocket costs and expenses of our operations and transactions, which

may
include:


? organizational and offering expenses;

? expenses incurred in valuing the Company's assets and computing its net asset

value per share (including the cost and expenses of any independent valuation


   firm);




? subject to the guidelines approved by the Board of Directors, expenses incurred

by our investment advisor that are payable to third parties, including agents,

consultants or other advisors, in monitoring financial and legal affairs for

the Company and in monitoring the Company's investments and performing due

diligence on the Company's prospective portfolio companies or otherwise related

to, or associated with, evaluating and making investments;

? interest payable on debt, if any, incurred to finance the Company's investments

and expenses related to unsuccessful portfolio acquisition efforts;

? offerings of the Company's common stock and other securities;






 ? administration fees;



? transfer agent and custody fees and expenses;

? U.S. federal and state registration fees of the Company (but not our investment


   advisor);




? all costs of registration and listing the Company's shares on any securities


   exchange;




? U.S. federal, state and local taxes;

? independent directors' fees and expenses;

? costs of preparing and filing reports or other documents required of the

Company (but not our investment advisor) by the SEC or other regulators;

? costs of any reports, proxy statements or other notices to stockholders,

including printing costs;

? the costs associated with individual or group stockholders;

? the Company's allocable portion of the fidelity bond, directors' and

officers'/errors and omissions liability insurance, and any other insurance


   premiums;




? direct costs and expenses of administration and operation of the Company,

including printing, mailing, long distance telephone, copying, secretarial and

other staff, independent auditors and outside legal costs; and

? all other non-investment advisory expenses incurred by the Company in

connection with administering the Company's business.






                                    - 36 -




Comparison of the Three Months Ended March 31, 2021 and March 31, 2020





                                                    Three Months                         Three Months
                                                        Ended                               Ended
                                                      March 31,                           March 31,
                                                        2021                                 2020
                                                     (unaudited)                         (unaudited)
                                              Total         Per Share (1)         Total          Per Share (1)


Investment income
Interest income (2)                        $    71,195     $         0.001     $    224,836     $         0.001
Other income                                     5,968               0.000            9,260               0.000
Total investment income                         77,163               0.001          234,096               0.001

Operating expenses
Management fees                                 51,094               0.000           83,453               0.001
Administration fees                             99,412               0.001           98,750               0.001
Audit fees                                      70,452               0.001           51,500               0.000
Tax preparation fees                                 -               0.000              470               0.000
Legal fees                                      19,684               0.000           32,317               0.000
Valuation fees                                  33,000               0.000           42,000               0.000
Directors' fees                                 37,500               0.000           37,500               0.000
Insurance expense                               37,105               0.000           24,171               0.000
Interest expense                                   188               0.000                -               0.000
Other general and administrative
expenses                                        32,056               0.000           21,056               0.000
Total net operating expenses                   380,491               0.002          391,217               0.002

Net investment loss before tax                (303,328 )            (0.003 )       (157,121 )            (0.001 )
Income tax expense                                   -               0.000            2,051               0.000
Net investment loss after tax              $  (303,328 )   $        (0.003 )   $   (159,172 )   $        (0.001 )
Net realized gain (loss)                   $         -     $             -     $          -     $             -
Net change in unrealized gain (loss)       $ 4,410,052     $         0.037     $ (7,565,212 )   $        (0.063 )
Net increase (decrease) in net assets
resulting from operations                  $ 4,106,724     $         0.034     $ (7,724,384 )   $        (0.064 )

(1) The basic per share figures noted above are based on a weighted average of

120,486,061 shares outstanding for both the three months ended March 31, 2021

and March 31, 2020, except where such amounts need to be adjusted to be

consistent with what is disclosed in the financial highlights of our

financial statements.

(2) Interest income includes PIK interest of $0 and $21,804 for the three months


     ended March 31, 2021 and 2020, respectively.




Operating Expenses



Total net operating expenses decreased from $391,217 for the three months ended March 31, 2020 to $380,491 for the three months ended March 31, 2021. The decrease is primarily due to a decrease in legal fees, management fees and valuation expense, partially offset by audit and insurance expense, for the three months ended March 31, 2021.


Total operating expenses per share remained consistent at $0.003 per share for
the three months ended March 31, 2020, and for the three months ended March

31,
2021.



Net Investment Income (Loss)



Net investment loss (after tax) increased from a loss of $(159,172) for the
three months ended March 31, 2020 to a loss of $(303,328) for the three months
ended March 31, 2021. This increase in a loss was primarily due to a decrease in
investment income, which was minimally offset by a decrease in expenses as
explained above.



Net investment loss (after tax) per share increased from $(0.001) to $(0.003) for three months ended March 31, 2020 and 2021, respectively.





                                    - 37 -





Net Realized Gain (Loss)



We measure realized gains (losses) by the difference between the net proceeds
from the repayment or sale and the amortized cost basis of the investment, using
the specific identification method, without regard to unrealized appreciation or
depreciation previously recognized.



For the three months ended March 31, 2021 and 2020, we did not recognize any realized gain or loss

Net Change in Unrealized Gain (Loss)

Net change in unrealized gain (loss) primarily reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded appreciation or depreciation when gains or losses are realized.





Net change in unrealized gain (loss) on investments totaled a gain of $4,410,052
for the three months ended March 31, 2021 primarily in connection with gains of
$2,114,584, $1,417,500 and $876,041 on Rockfish Seafood Grill, Inc., Performance
Alloys, LLC., and Great Value Storage, LLC., which were partially offset by
losses of $35,856 from Advantis Certified Staffing Solutions, Inc.



Net change in unrealized gain (loss) on investments totaled a loss of
$(7,565,212) for the three months ended March 31, 2020 primarily in connection
with losses of $2,063,173, $1,583,546 and $1,095,196 on Rockfish Seafood Grill,
Inc., Advantis Certified Staffing Solutions, Inc., and Performance Alloys, LLC,
which were partially offset by gains of $5,999 from PCC SBH Sub, Inc.

Financial Condition, Liquidity and Capital Resources


We intend to continue to generate cash from future offerings of securities and
cash flows from operations, including earnings on investments in our portfolio
and future investments, as well as interest earned from the temporary investment
of cash in U.S. government securities and other high-quality debt investments
that mature in one year or less. We may, if permitted by regulation, seek
various forms of leverage and borrow funds to make investments.



As of March 31, 2021, we had $1,343,733 in cash and $25,546 in restricted cash,
and our net assets totaled $26,586,264. We believe that our anticipated cash
flows from operations will be adequate to meet our cash needs for our daily
operations for at least the next twelve months.



Contractual Obligations


As of March 31, 2021, we did not have any contractual obligations that would trigger the tabular disclosure of contractual obligations under Section 303(a)(5) of Regulation S-K.





We have entered into one contract under which we have material future
commitments, the House Hanover Investment Advisory Agreement, pursuant to which
House Hanover serves as our investment adviser. Payments under the House Hanover
Investment Advisory Agreement in future periods will be equal to a percentage of
the value of our net assets.



The House Hanover Investment Advisory Agreement is terminable by either party
without penalty upon written notice by the Company or 60 days' written notice by
House Hanover. If this agreement is terminated, the costs we incur under a new
agreement may increase. In addition, we will likely incur significant time and
expense in locating alternative parties to provide the services we expect to
receive under our investment advisory agreement. Any new investment advisory
agreement would also be subject to approval by our stockholders.



                                    - 38 -





Distributions


For the three months ended March 31, 2021 and 2020, and through the date of issuance of this report, no dividends have been declared or distributed to stockholders.





In order to qualify as a RIC and to avoid U.S. federal corporate level income
tax on the income we distribute to our stockholders, we are required to
distribute at least 90% of our net ordinary income and our net short-term
capital gains in excess of net long-term capital losses, if any, to our
stockholders on an annual basis. Additionally, we must distribute an amount at
least equal to the sum of 98% of our net ordinary income (during the calendar
year) plus 98.2% of our net capital gain income (during each 12-month period
ending on October 31) plus any net ordinary income and capital gain net income
for preceding years that were not distributed during such years and on which we
paid no U.S. federal income tax to avoid a U.S. federal excise tax. To the
extent that we have income available, we intend to make quarterly distributions
to our stockholders. Our stockholder distributions, if any, will be determined
by our board of directors on a quarterly basis. Any distribution to our
stockholders will be declared out of assets legally available for distribution.
The Company did not meet the requirements to qualify as a RIC for the 2020 tax
year and will be taxed as a corporation under Subchapter C of the Code. It may
not be in the best interests of the Company's stockholders to elect to be taxed
as a RIC at the present time due to the net operating losses and capital loss
carryforwards the Company currently has. Management will make a determination
that is in the best interests of the Company and its stockholders. While the
Company does not expect to meet the qualifications of a RIC until such time as
certain strategic alternatives are achieved, it can still declare a dividend
even though it is not required to do so.



We may not be able to achieve operating results that will allow us to make
distributions at a specific level or to increase the amount of our distributions
from time to time. In addition, we may be limited in our ability to make
distributions due to the asset coverage requirements applicable to us as a BDC
under the 1940 Act. If we do not distribute a certain percentage of our income
annually, we could suffer adverse tax consequences, including the possible
failure to qualify as a RIC. We cannot assure stockholders that they will
receive any distributions.



To the extent our taxable earnings fall below the total amount of our
distributions for that fiscal year, a portion of those distributions may be
deemed a return of capital to our stockholders for U.S. federal income tax
purposes. Thus, the source of a distribution to our stockholders may be the
original capital invested by the stockholder rather than our income or gains.
Stockholders should read any written disclosure accompanying any stockholder
distribution carefully and should not assume that the source of any distribution
is our ordinary income or capital gains.



We have adopted an "opt out" dividend reinvestment plan for our common
stockholders. As a result, if we declare a distribution, the stockholders' cash
distributions will be automatically reinvested in additional shares of our
common stock unless a stockholder specifically "opts out" of our dividend
reinvestment plan. If a stockholder opts out, that stockholder will receive cash
distributions. Although distributions paid in the form of additional shares of
our common stock will generally be subject to U.S. federal, state and local
taxes in the same manner as cash distributions, stockholders participating in
our dividend reinvestment plan will not receive any corresponding cash
distributions with which to pay any such applicable taxes.



Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.



                                    - 39 -





Related Party Transactions



Management Fees


Management fees earned by House Hanover for the three months ended March 31, 2021 and March 31, 2020 were $51,094 and $83,453, respectively.


As of March 31, 2021 and December 31, 2020, management fees of $603,215 and
$552,121, respectively, were payable to House Hanover. House Hanover is allowing
management fees to accrue and not be paid to allow the Company to build its cash
balance and analyze the best use of its available funds.



Incentive Fees



The Company is not obligated to pay House Hanover an incentive fee. Incentive
fees are a typical component of investment advisory agreements with business
development companies.


Recent Accounting Pronouncements

See Note 2 of the financial statements for a description of recent accounting pronouncements, if any, including the expected dates of adoption and the anticipated impact on the financial statements.





Critical Accounting Policies



The preparation of our financial statements and related disclosures in
conformity with U.S. Generally Accepted Accounting Principles ("GAAP") requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses. Changes in the economic environment,
financial markets and any other parameters used in determining such estimates
could cause actual results to differ. In addition to the discussion below, our
significant accounting policies are further described in the notes to the
financial statements.



Valuation of Portfolio Investments





As a BDC, we generally invest in illiquid loans and securities including debt
and equity securities of middle-market companies. Under procedures established
by our board of directors, we value investments for which market quotations are
readily available at such market quotations. We obtain these market values from
an independent pricing service or at the mean between the bid and ask prices
obtained from at least two brokers or dealers (if available, otherwise by a
principal market maker or a primary market dealer). Debt and equity securities
that are not publicly traded or whose market prices are not readily available
are valued at fair value as determined in good faith by our board of directors.
Such determination of fair values may involve subjective judgments and
estimates, although we engage independent valuation providers to review the
valuation of each portfolio investment that does not have a readily available
market quotation quarterly. Investments purchased within 60 days of maturity are
valued at cost plus accreted discount, or minus amortized premium, which
approximate fair value. With respect to unquoted securities, our board of
directors values each investment considering, among other measures, discounted
cash flow models, comparisons of financial ratios of peer companies that are
public and other factors, that are provided by a nationally recognized
independent valuation firm. This valuation firm provides a range of values for
selected investments, which is presented to the Valuation Committee to determine
the value for each of the selected investments.



                                    - 40 -





When an external event such as a purchase transaction, public offering or
subsequent equity sale occurs, our board of directors uses the pricing indicated
by the external event to corroborate and/or assist us in our valuation. Because
there is not a readily available market for substantially all of the investments
in our portfolio, we value our portfolio investments at fair value as determined
in good faith by our board of directors using a documented valuation policy and
a consistently applied valuation process. 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 our investments may differ significantly from
the values that would have been used had a readily available market value
existed for such investments, and the differences could be material.



With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:

? Our quarterly valuation process begins with each portfolio company or

investment being initially valued by an independent valuation firm, except for

those investments where market quotations are readily available;

? Preliminary valuation conclusions are then documented and discussed with our

senior management, our investment advisor, and our auditors;

? The valuation committee of our board of directors then reviews these

preliminary valuations and approves them for recommendation to the board of


   directors;




? The board of directors then discusses valuations and determines the fair value

of each investment in our portfolio in good faith, based on the input of our

investment advisor, the independent valuation firm and the valuation committee.






Revenue Recognition



Realized gain (loss) on the sale of investments is the difference between the
proceeds received from dispositions of portfolio investments and their stated
costs. Realized gains or losses on the sale of investments are calculated using
the specific identification method.



Interest income, adjusted for amortization of premium and accretion of discount,
is recorded on an accrual basis to the extent that we expect to collect such
amounts. For loans and debt securities with contractual PIK interest, which
represents contractual interest accrued and added to the loan balance that
generally becomes due at maturity, we do not accrue PIK interest if the
portfolio company valuation indicates that such PIK interest is not collectible.
Generally, we will not accrue interest on loans and debt securities if we have
reason to doubt our ability to collect such interest. Loan origination fees,
original issue discount and market discount or premium are capitalized, and we
then accrete or amortize such amounts using the effective interest method as
interest income. Upon the prepayment of a loan or debt security, any unamortized
loan origination is recorded as interest income. We record prepayment premiums
on loans and debt securities as interest income.



Dividend income, if any, will be recognized on the ex-dividend date.


Generally, when a payment default occurs on a loan in the portfolio, or if the
Company otherwise believes that the borrower will not be able to make
contractual interest payments, the Company may place the loan on non-accrual
status and cease recognizing interest income on the loan until all principal and
interest is current through payment, or until a restructuring occurs, and the
interest income is deemed to be collectible. The Company may make exceptions to
this policy if a loan has sufficient collateral value, is in the process of
collection or is viewed to be able to pay all amounts due if the loan were to be
collected on through an investment in or sale of the business, the sale of the
assets of the business, or some portion or combination thereof.



Recent Developments


Subsequent to the quarter ending March 31, 2021 and through the date of this filing, there was no portfolio activity or other events to report.





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