SEC File Number 001-39958
CUSIP Number 896442308
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One) | ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR | |
| For Period Ended: December 31, 2024 | ||
| ☐ | Transition Report on Form 10-K | |
| ☐ | Transition Report on Form 20-F | |
| ☐ | Transition Report on Form 11-K | |
| ☐ | Transition Report on Form 10-Q | |
| ☐ | Transition Report on Form N-SAR | |
| For the Transition Period Ended: _________________ | ||
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Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Part III (Items 10-14) of Form 10-K
PART I - REGISTRANT INFORMATION
| TRINITY CAPITAL INC. |
| (Full Name of Registrant) |
| N/A |
| (Former Name, If Applicable) |
| 1 N. 1st Street, Suite 302 |
| (Address of Principal Executive Office (Street and Number)) |
| Phoenix, Arizona 85004 |
| (City, State and Zip Code) |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ |
(a)The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Trinity Capital Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to Part III of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). The Company attempted to file its Part III information in its definitive proxy statement filing (the “Proxy Statement”) by the 5:30 p.m. EDT submission deadline on April 30, 2025, but the filing was late due to unexpected difficulties that arose in the process of submitting the Proxy Statement for filing. As such, the Company was unable to file the Proxy Statement with the U.S. Securities and Exchange Commission by the 5:30 p.m. EDT submission deadline without unreasonable effort or expense to the Company. The Company filed the Proxy Statement immediately after the submission deadline time on April 30, 2025 and such filing was deemed accepted by the SEC on April 30, 2025 and deemed filed on May 1, 2025. The Company will file a Form 10-K/A with the Part III information as soon as reasonably possible and within the 15-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Sarah Stanton | 480 | 374-5350 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No |
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
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TRINITY CAPITAL INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 1, 2025 | By | /s/ Sarah Stanton |
| Sarah Stanton General Counsel and Chief Compliance Officer |
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