10-Q

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BIP Ventures Evergreen BDC

Statements of Assets and Liabilities


	June 30, 2026
	(unaudited)		December 31, 2025
Assets
Investments
Non-controlled / non-affiliated investments (cost of $73,020,469 and $67,734,047 at June 30, 2026 and December 31, 2025, respectively)	$	88,012,712	$	91,397,098
Non-controlled / affiliated investments (cost of $49,553,430 and $29,348,730 at June 30, 2026 and December 31, 2025, respectively)		69,622,834		40,823,403
Total investments, at fair value (cost of $122,573,899 and $97,082,777 at June 30, 2026 and December 31, 2025, respectively)		157,635,546		132,220,501
Cash and cash equivalents		8,409,391		16,338,381
Interest receivable		14,398,204		11,531,821
Receivable from sale of investments		—		3,750,000
Prepaid expenses		19,199		83,272
Total assets	$	180,462,340	$	163,923,975
Liabilities
Management fees payable	$	718,135	$	623,305
Incentive fees payable		2,621,990		2,780,956
Accrued audit and tax fees		199,917		224,000
Accrued expenses and other liabilities		71,015		64,045
Distributions payable		79,656		3,580,157
Total liabilities	$	3,690,713	$	7,272,463
Commitments and contingencies (Note 6)
Net assets
Common shares, par value $0.01 per share, unlimited shares authorized (4,917,011 and 4,364,449 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively)		49,170		43,644
Paid-in-capital in excess of par value		139,946,270		121,085,674
Total distributable earnings (losses)		30,161,838		29,472,955
Net assets attributable to common shareholders		170,157,278		150,602,273
Incentive allocation attributable to the Investment Adviser		6,614,349		6,049,239
Total net assets		176,771,627		156,651,512
Total liabilities and net assets	$	180,462,340	$	163,923,975
Net asset value per share attributable to common shareholders (a)	$	34.61	$	34.51

(a)

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 June 30,					For the Six Months Ended June 30,
	2026			2025		2026			2025
Investment income:
From non-controlled / non-affiliated investments:
Interest income	$	1,607,172		$	1,485,314	$	3,063,410		$	2,769,416
Other interest income		217,361			112,326		465,120			260,115
Total investment income		1,824,533			1,597,640		3,528,530			3,029,531
Expenses:
Management fees		718,135			502,433		1,393,494			945,534
Professional fees		185,736			350,514		360,782			422,820
Board of Trustees’ fees		63,000			63,000		128,037			128,587
Administration fees		39,299			45,737		79,772			83,871
Other general and administrative expenses		39,543			24,923		78,024			49,624
Total expenses		1,045,713			986,607		2,040,109			1,630,436
Net investment income (loss)		778,820			611,033		1,488,421			1,399,095
Net realized and unrealized gain (loss) on investments:
Net change in unrealized gain (loss) on non-controlled / non-affiliated investments		(50,056	)		3,718,324		(8,084,991	)		8,671,634
Net change in unrealized gain (loss) on non-controlled / affiliated investments		7,035,182			5,258,899		8,008,913			5,258,899
Net realized and unrealized gain (loss) on investments		6,985,126			8,977,223		(76,078	)		13,930,533
Net increase (decrease) in net assets resulting from operations	$	7,763,946		$	9,588,256	$	1,412,343		$	15,329,628
Incentive allocation attributable to the Investment Adviser		1,543,068			2,077,107		565,110			3,324,590
Net increase (decrease) in net assets attributable to common shareholders	$	6,220,878		$	7,511,149	$	847,233		$	12,005,038

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 March 31, 2025		3,477,477	$	34,775	$	91,892,644	$	16,314,462		$	108,241,881		$	1,247,483	$	109,489,364
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)		—		—		—		611,033			611,033			—		611,033
Net change in unrealized gain (loss) on investments		—		—		—		8,977,223			8,977,223			—		8,977,223
Incentive allocation attributable to the Investment Adviser		—		—		—		(2,077,107	)		(2,077,107	)		2,077,107		—
Issuance of common shares		185,094		1,851		5,760,149		—			5,762,000			—		5,762,000
Distributions declared to shareholders		—		—		—		(73,252	)		(73,252	)		—		(73,252	)
Total increase for the three months ended June 30, 2025		185,094		1,851		5,760,149		7,437,897			13,199,897			2,077,107		15,277,004
Balance at June 30, 2025		3,662,571	$	36,626	$	97,652,793	$	23,752,359		$	121,441,778		$	3,324,590	$	124,766,368

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
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)		—		—		—		778,820			778,820			—		778,820
Net change in unrealized gain (loss) on investments		—		—		—		6,985,126			6,985,126			—		6,985,126
Incentive allocation attributable to the Investment Adviser		—		—		—		(1,543,068	)		(1,543,068	)		1,543,068		—
Issuance of common shares		176,348		1,763		5,881,212		—			5,882,975			—		5,882,975
Distributions declared to shareholders		—		—		—		(79,656	)		(79,656	)		—		(79,656	)
Total increase (decrease) for the three months ended June 30, 2026		176,348		1,763		5,881,212		6,141,222			12,024,197			1,543,068		13,567,265
Balance at June 30, 2026		4,917,011	$	49,170	$	139,946,270	$	30,161,838		$	170,157,278		$	6,614,349	$	176,771,627

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)		—		—		—		1,399,095			1,399,095			—		1,399,095
Net change in unrealized gain (loss) on investments		—		—		—		13,930,533			13,930,533			—		13,930,533
Incentive allocation attributable to the Investment Adviser		—		—		—		(3,324,590	)		(3,324,590	)		3,324,590		—
Issuance of common shares		501,202		5,012		15,186,488		—			15,191,500			—		15,191,500
Distributions declared to shareholders		—		—		—		(73,252	)		(73,252	)		—		(73,252	)
Total increase for the six months ended June 30, 2025		501,202		5,012		15,186,488		11,931,786			27,123,286			3,324,590		30,447,876
Balance at June 30, 2025		3,662,571	$	36,626	$	97,652,793	$	23,752,359		$	121,441,778		$	3,324,590	$	124,766,368

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)		—		—		—		1,488,421			1,488,421			—		1,488,421
Net change in unrealized gain (loss) on investments		—		—		—		(76,078	)		(76,078	)		—		(76,078	)
Incentive allocation attributable to the Investment Adviser		—		—		—		(565,110	)		(565,110	)		565,110		—
Issuance of common shares		552,562		5,526		18,860,596		—			18,866,122			—		18,866,122
Distributions declared to shareholders		—		—		—		(158,350	)		(158,350	)		—		(158,350	)
Total increase (decrease) for the six months ended June 30, 2026		552,562		5,526		18,860,596		688,883			19,555,005			565,110		20,120,115
Balance at June 30, 2026		4,917,011	$	49,170	$	139,946,270	$	30,161,838		$	170,157,278		$	6,614,349	$	176,771,627

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

BIP Ventures Evergreen BDC

Statements of Cash Flows

(unaudited)


	For the Six Months Ended June 30,
	2026			2025
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	1,412,343		$	15,329,628
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		8,084,991			(8,671,634	)
Net change in unrealized (gain) loss on non-controlled / affiliated investments		(8,008,913	)		(5,258,899	)
Conversion of convertible note interest to preferred stock		(1,604	)		—
Amortization of deferred loan fees		(1,804	)		(762	)
Proceeds from deferred loan fees		—			18,000
Payments for purchases of investments		(25,487,714	)		(19,749,999	)
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable		(2,866,383	)		(2,681,070	)
(Increase) decrease in prepaid expenses		64,073			—
(Increase) decrease in receivable from sale of investments		3,750,000			—
Increase (decrease) in management fees payable		94,830			110,266
Increase (decrease) in incentive fees payable		(158,966	)		—
Increase (decrease) in accrued audit and tax fees		(24,083	)		2,483
Increase (decrease) in accrued expenses and other liabilities		6,970			177,291
Net cash provided by (used in) operating activities		(23,136,260	)		(20,724,696	)
Cash flows from financing activities:
Proceeds from issuance of common shares		18,866,122			15,191,500
Distributions paid		(3,658,852	)		—
Net cash provided by (used in) financing activities		15,207,270			15,191,500

Net change in cash and cash equivalents		(7,928,990	)		(5,533,196	)
Cash and cash equivalents, beginning of period		16,338,381			5,783,352
Cash and cash equivalents, end of period	$	8,409,391		$	250,156

Supplemental Disclosure of Cash-Flow Information
Distributions declared during the period	$	158,350		$	73,252

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

BIP Ventures Evergreen BDC

Schedules of Investments

June 30, 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	$	55,183,987
Healthcare
Kythera Labs, Inc.	Unsecured Convertible Note	2/11/2025	12.0%	10/1/2027	$	4,250,000		4,250,000		5,197,009
LynkCare, Inc. d/b/a OncoLens, Inc. (e)	Unsecured Convertible Note	4/30/2026	8.0%	7/30/2027	$	718,594		718,594		718,594
PriorAuthNow, Inc. d/b/a Rhyme, Inc. (e)	Unsecured Convertible Note	5/13/2026	8.0%	5/1/2028	$	3,769,120		3,769,120		3,769,120
Technology-Enabled Marketplace
CareSave Technologies, Inc. (d/b/a ShiftMed) (e)	Junior Secured Convertible Note	4/4/2025	10.5%	3/31/2030	$	2,986,370		2,986,370		2,986,370
Total non-controlled / non-affiliated convertible notes								60,224,084		67,855,080		38.39	%
Equity Investments (d)
Healthcare
Integrative Life Network, LLC	Class A Common Stock	12/12/2024	N/A	N/A		251,152		522,718		142,480
Integrative Life Network, LLC	Class B Common Stock	12/12/2024	N/A	N/A		131,534		274,186		74,620
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		19,940,532
Total non-controlled / non-affiliated equity investments								12,796,385		20,157,632		11.40	%
Total non-controlled / non-affiliated investments								73,020,469		88,012,712		49.79	%

Investments – non-controlled / affiliated
Convertible Notes
Healthcare
Korio, Inc.	Unsecured 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		2.83	%


Investments (a)	Type	Acquisition Date (g)	Interest Rate	Maturity Date	Par Amount/Units (b)		Cost		Fair Value (c)		% of Net Assets
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		2,484,105
ChartSpan Medical Technologies, Inc.	Series Seed 3 Preferred Stock	6/18/2025	N/A	N/A		640,168		817,680		1,325,419
ChartSpan Medical Technologies, Inc.	Series Seed 3A Preferred Stock	6/18/2025	N/A	N/A		1,212,073		1,548,168		2,519,450
ChartSpan Medical Technologies, Inc.	Series Seed 4 Preferred Stock	6/18/2025	N/A	N/A		4,811,406		6,145,558		10,119,940
ChartSpan Medical Technologies, Inc.	Series B-1 Preferred Stock	6/18/2025	N/A	N/A		140,297		179,200		320,837
ChartSpan Medical Technologies, Inc.	Series B-2 Preferred Stock	6/18/2025	N/A	N/A		219,309		280,121		489,280
ChartSpan Medical Technologies, Inc.	Series C-1 Preferred Stock	8/11/2025	N/A	N/A		848,677		1,942,197		2,013,698
ChartSpan Medical Technologies, Inc.	Series D Preferred Stock	6/16/2026	N/A	N/A		6,883,032		16,001,604		18,928,534
Istios Health, LLC	Series Seed Preferred Stock	6/6/2025	N/A	N/A		4,000,000		4,000,000		7,143,933
Korio, Inc.	Series A Preferred Stock	8/23/2024	N/A	N/A		11,848,341		3,500,000		4,122,961
Peregrine Health, Inc.	Series A-2B Preferred Stock	12/12/2024	N/A	N/A		38,268,696		5,085,000		8,447,028
Peregrine Health, Inc.	Series A-4 Preferred Stock	12/12/2024	N/A	N/A		21,848,748		2,876,666		4,711,850
Peregrine Health, Inc.	Series A-4B Preferred Stock	12/12/2024	N/A	N/A		922,885		121,510		199,069
Peregrine Health, Inc.	Warrants	12/12/2024	N/A	N/A		22,771,633		501,824		1,796,730
Total non-controlled / affiliated equity investments								44,553,430		64,622,834		36.56	%
Total non-controlled / affiliated investments								49,553,430		69,622,834		39.39	%

Total Investments (f)							$	122,573,899	$	157,635,546		89.17	%

Cash Equivalents
First American Treasury Obligations Fund	Cash equivalents	N/A	3.6%	N/A		8,279,833	$	8,279,833	$	8,279,833
Total Cash Equivalents								8,279,833		8,279,833		4.68	%
Total Investments and Cash Equivalents							$	130,853,732	$	165,915,379		93.86	%

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

The total par amount is presented for 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 June 30, 2026, the aggregate fair value of these securities is $157.6 million or 89.2% 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.	Unsecured 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 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 attributable to common shareholders 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 and six months ended June 30, 2026 and 2025, the Company did not reduce the Management Fee or grant a temporary waiver of the fee.

For the three and six months ended June 30, 2026, the Company recorded Management Fee expense of $718,135 and $1,393,494, respectively. For the three and six months ended June 30, 2025, the Company recorded Management Fee expense of $502,433 and $945,534, respectively. The Company has recorded a Management Fee payable of $718,135 and $623,305 as of June 30, 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 and six months ended June 30, 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 June 30, 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 and six months ended June 30, 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 and six months ended June 30, 2026, the Company recorded an Incentive Allocation of $1,543,068 and $565,110, respectively. For the three and six months ended June 30, 2025, the Company recorded an Incentive Allocation of $2,077,107 and $3,324,590, 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 and six months ended June 30, 2026, the Company waived $15,925 and $31,675 of Incentive Allocation, respectively. For the three and six months ended June 30, 2025, the Company waived $15,400 of Incentive Allocation. The waivers were approved by the Board following each respective quarter. 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 June 30, 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 and six months ended June 30, 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:


	June 30, 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	$	48,500,000	$	55,183,987		35.0	%	$	48,500,000	$	63,321,632		47.9	%
Junior secured convertible notes		2,986,370		2,986,370		1.9	%		2,984,566		2,984,566		2.3	%
Unsecured convertible notes		13,737,714		14,684,723		9.3	%		4,250,000		4,535,559		3.4	%
Preferred stock investments		56,051,087		82,766,636		52.5	%		40,049,483		59,821,668		45.2	%
Common stock investments		796,904		217,100		0.1	%		796,904		341,733		0.3	%
Warrants		501,824		1,796,730		1.1	%		501,824		1,215,343		0.9	%
Total	$	122,573,899	$	157,635,546		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:


	June 30, 2026			December 31, 2025
Enterprise SaaS		35.0	%		47.9	%
Technology-Enabled Marketplace		14.6	%		17.8	%
Healthcare		50.4	%		34.3	%
Total		100.0	%		100.0	%

As of and for the three and six months ended June 30, 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 June 30, 2026			Percentage of Total Investment Income for the six months ended June 30, 2026			Percentage of Total Assets as of June 30, 2026
Mediafly, Inc.		67.2	%		69.1	%		30.6	%
CareSave Technologies, Inc. (d/b/a ShiftMed)		4.4	%		4.5	%		12.7	%
ChartSpan Medical Technologies, Inc.		0.1	%		0.0	%		21.2	%
Peregrine Health, Inc.		4.2	%		2.5	%		10.1	%

As of December 31, 2025 and for the three and six months ended June 30, 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 June 30, 2025			Percentage of Total Investment Income for the six months ended June 30, 2025			Percentage of Total Assets as of December 31, 2025
Mediafly, Inc.		76.7	%		80.5	%		38.6	%
CareSave Technologies, Inc. (d/b/a ShiftMed)		4.8	%		2.5	%		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 and six months ended June 30, 2026 were as follows:


Portfolio Company	Type of Asset	Fair value as of March 31, 2026		Gross Additions		Gross Reductions1			Change in Unrealized Gains (Losses)		Fair value as of June 30, 2026		Dividend and Interest Income
Non-Controlled / Affiliated Investments
ChartSpan Medical Technologies, Inc.	Preferred stock investments	$	19,553,113	$	16,001,604	$	—		$	2,646,546	$	38,201,263	$	1,604
Integrative Life Network, LLC	Common stock investments		211,086		—		(211,086	)		—		—		—
Istios Health, LLC	Preferred stock investments		4,000,000		—		—			3,143,933		7,143,933		—
Korio, Inc.	Unsecured convertible notes		2,000,000		—		—			—		2,000,000		49,863
Korio, Inc.	Preferred stock investments		3,931,219		—		—			191,742		4,122,961		—
Peregrine Health, Inc.	Unsecured convertible notes		3,000,000		—		—			—		3,000,000		75,833
Peregrine Health, Inc.	Preferred stock investments		12,528,408		—		—			829,539		13,357,947		—
Peregrine Health, Inc.	Warrants		1,573,308		—		—			223,422		1,796,730		—
Total Investments		$	46,797,134	$	16,001,604	$	(211,086	)	$	7,035,182	$	69,622,834	$	127,300


Portfolio Company	Type of Asset	Fair value as of December 31, 2025		Gross Additions		Gross Reductions1			Change in Unrealized Gains (Losses)			Fair value as of June 30, 2026		Dividend and Interest Income
Non-Controlled / Affiliated Investments
ChartSpan Medical Technologies, Inc.	Preferred stock investments	$	20,533,093	$	16,001,604	$	—		$	1,666,566		$	38,201,263	$	1,604
Integrative Life Network, LLC	Common stock investments		341,733		—		(211,086	)		(130,647	)		—		—
Istios Health, LLC	Preferred stock investments		4,000,000		—		—			3,143,933			7,143,933		—
Korio, Inc.	Unsecured convertible notes		—		2,000,000		—			—			2,000,000		75,616
Korio, Inc.	Preferred stock investments		3,777,486		—		—			345,475			4,122,961		—
Peregrine Health, Inc.	Unsecured convertible notes		—		3,000,000		—			—			3,000,000		86,667
Peregrine Health, Inc.	Preferred stock investments		10,955,748		—		—			2,402,199			13,357,947		—
Peregrine Health, Inc.	Warrants		1,215,343		—		—			581,387			1,796,730		—
Total Investments		$	40,823,403	$	21,001,604	$	(211,086	)	$	8,008,913		$	69,622,834	$	163,887

The "Gross Reductions" column represents the net change in investment classification from non-controlled/affiliated to non-controlled/non-affiliated at the time of transfer.

Transactions related to investments in non-controlled / affiliated companies for the three and six months ended June 30, 2025 were as follows:


Portfolio Company	Type of Asset	Fair value as of March 31, 2025		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)			Fair value as of June 30, 2025		Dividend and Interest Income
Non-Controlled / Affiliated Investments
ChartSpan Medical Technologies, Inc.	Preferred stock investments	$	—	$	6,999,999	$	—	$	2,607,369		$	9,607,368	$	—
Integrative Life Network, LLC	Common stock investments		796,904		—		—		(488,819	)		308,085		—
Istios Health, LLC	Preferred stock investments		—		4,000,000		—		—			4,000,000		—
Korio, Inc.	Preferred stock investments		3,500,000		—		—		—			3,500,000		—
Peregrine Health, Inc.	Preferred stock investments		8,083,176		—		—		2,483,330			10,566,506		—
Peregrine Health, Inc.	Warrants		501,824		—		—		657,019			1,158,843		—
Total Investments		$	12,881,904	$	10,999,999	$	—	$	5,258,899		$	29,140,802	$	—


Portfolio Company	Type of Asset	Fair value as of December 31, 2024		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)			Fair value as of June 30, 2025		Dividend and Interest Income
Non-Controlled / Affiliated Investments
ChartSpan Medical Technologies, Inc.	Preferred stock investments	$	—	$	6,999,999	$	—	$	2,607,369		$	9,607,368	$	—
Integrative Life Network, LLC	Common stock investments		796,904		—		—		(488,819	)		308,085		—
Istios Health, LLC	Preferred stock investments		—		4,000,000		—		—			4,000,000		—
Korio, Inc.	Preferred stock investments		3,500,000		—		—		—			3,500,000		—
Peregrine Health, Inc.	Preferred stock investments		8,083,176		—		—		2,483,330			10,566,506		—
Peregrine Health, Inc.	Warrants		501,824		—		—		657,019			1,158,843		—
Total Investments		$	12,881,904	$	10,999,999	$	—	$	5,258,899		$	29,140,802	$	—

Note 5. Fair Value Measurements

The Company’s investments were categorized in the fair value hierarchy described in Note 2 – Significant Accounting Policies.

The following tables present the fair value hierarchy of the Company’s investments as of June 30, 2026 and December 31, 2025.


	June 30, 2026
	Level 1		Level 2		Level 3		Total
Senior secured convertible notes	$	—	$	—	$	55,183,987	$	55,183,987
Junior secured convertible notes		—		—		2,986,370		2,986,370
Unsecured convertible notes		—		—		14,684,723		14,684,723
Preferred stock investments		—		—		82,766,636		82,766,636
Common stock investments		—		—		217,100		217,100
Warrants		—		—		1,796,730		1,796,730
Total investments before cash equivalents	$	—	$	—	$	157,635,546	$	157,635,546
Money market treasury fund		8,279,833		—		—		8,279,833
Total investments after cash equivalents	$	8,279,833	$	—	$	157,635,546	$	165,915,379


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Senior secured convertible notes	$	—	$	—	$	63,321,632	$	63,321,632
Junior secured convertible notes		—		—		2,984,566		2,984,566
Unsecured convertible notes		—		—		4,535,559		4,535,559
Preferred stock investments		—		—		59,821,668		59,821,668
Common stock investments		—		—		341,733		341,733
Warrants		—		—		1,215,343		1,215,343
Total investments before cash equivalents	$	—	$	—	$	132,220,501	$	132,220,501
Money market treasury fund		16,132,167		—		—		16,132,167
Total investments after cash equivalents	$	16,132,167	$	—	$	132,220,501	$	148,352,668

The following tables provide a reconciliation of the beginning and ending balances for investments for which fair value was determined using Level 3 inputs for the three and six months ended June 30, 2026 and 2025:


	For the three months ended June 30, 2026
	Senior secured convertible notes			Junior secured convertible notes		Unsecured convertible notes		Preferred stock investments		Common stock investments		Warrants		Total investments
Fair value, beginning of period	$	55,319,697		$	2,985,468	$	9,680,812	$	60,389,828	$	211,086	$	1,573,308	$	130,160,199
Purchases of investments		975,610			—		4,487,714		15,024,390		—		—		20,487,714
Conversion of convertible notes to preferred stock		(975,610	)		—		—		977,214		—		—		1,604
Amortization of deferred loan fees		—			902		—		—		—		—		902
Net change in unrealized gain (loss)		(135,710	)		—		516,197		6,375,204		6,014		223,422		6,985,127
Fair value, end of period	$	55,183,987		$	2,986,370	$	14,684,723	$	82,766,636	$	217,100	$	1,796,730	$	157,635,546
Net change in unrealized gain (loss) included in earnings related to financial instruments held as of June 30, 2026	$	(135,710	)	$	—	$	516,197	$	6,375,204	$	6,014	$	223,422	$	6,985,127


	For the six months ended June 30, 2026
	Senior secured convertible notes			Junior secured convertible notes		Unsecured convertible notes		Preferred stock investments		Common stock investments			Warrants		Total investments
Fair value, beginning of period	$	63,321,632		$	2,984,566	$	4,535,559	$	59,821,668	$	341,733		$	1,215,343	$	132,220,501
Purchases of investments		975,610			—		9,487,714		15,024,390		—			—		25,487,714
Conversion of convertible notes to preferred stock		(975,610	)		—		—		977,214		—			—		1,604
Amortization of deferred loan fees		—			1,804		—		—		—			—		1,804
Net change in unrealized gain (loss)		(8,137,645	)		—		661,450		6,943,364		(124,633	)		581,387		(76,077	)
Fair value, end of period	$	55,183,987		$	2,986,370	$	14,684,723	$	82,766,636	$	217,100		$	1,796,730	$	157,635,546
Net change in unrealized gain (loss) included in earnings related to financial instruments held as of June 30, 2026	$	(8,137,645	)	$	—	$	661,450	$	6,943,364	$	(124,633	)	$	581,387	$	(76,077	)


	For the three months ended June 30, 2025
	Senior secured convertible notes		Junior secured convertible notes			Unsecured convertible notes		Preferred stock investments		Common stock investments			Warrants		Total investments
Fair value, beginning of period	$	59,291,281	$	—		$	4,250,000	$	30,722,433	$	796,904		$	501,824	$	95,562,442
Purchases of investments		1,000,000		3,000,000			—		10,999,999		—			—		14,999,999
Proceeds from deferred loan fees		—		(18,000	)		—		—		—			—		(18,000	)
Amortization of deferred loan fees		—		762			—		—		—			—		762
Net change in unrealized gain (loss)		2,851,295		—			63,720		5,894,008		(488,819	)		657,019		8,977,223
Fair value, end of period	$	63,142,576	$	2,982,762		$	4,313,720	$	47,616,440	$	308,085		$	1,158,843	$	119,522,426
Net change in unrealized gain (loss) included in earnings related to financial instruments held as of June 30, 2025	$	2,851,295	$	—		$	63,720	$	5,894,008	$	(488,819	)	$	657,019	$	8,977,223


	For the six months ended June 30, 2025
	Senior secured convertible notes		Junior secured convertible notes			Unsecured convertible notes		Preferred stock investments		Common stock investments			Warrants		Total investments
Fair value, beginning of period	$	54,401,998	$	—		$	—	$	30,158,406	$	796,904		$	501,824	$	85,859,132
Purchases of investments		1,500,000		3,000,000			4,250,000		10,999,999		—			—		19,749,999
Proceeds from deferred loan fees		—		(18,000	)		—		—		—			—		(18,000	)
Amortization of deferred loan fees		—		762			—		—		—			—		762
Net change in unrealized gain (loss)		7,240,578		—			63,720		6,458,035		(488,819	)		657,019		13,930,533
Fair value, end of period	$	63,142,576	$	2,982,762		$	4,313,720	$	47,616,440	$	308,085		$	1,158,843	$	119,522,426
Net change in unrealized gain (loss) included in earnings related to financial instruments held as of June 30, 2025	$	7,240,578	$	—		$	63,720	$	6,458,035	$	(488,819	)	$	657,019	$	13,930,533

There were no transfers into or out of Level 3 of the fair value hierarchy for the three and six months ended June 30, 2026 and 2025.

The following provides information on Level 3 investments held by the Company that were valued at June 30, 2026, and December 31, 2025, based on unobservable inputs.

          
         Fair Value as of
June 30, 2026

         Valuation Technique

         Unobservable Input

         Range (Weighted Average)1

         Impact to Valuation from an Increase in Input2

Senior secured convertible notes3

55,183,987

Discounted expected return

Discount rate

42.1% - 42.1% (42.1%)

Decrease

          
         Term

         0.3 - 1.3 Years (0.6 Years)

         Decrease

Junior secured convertible notes

2,986,370

Recent transaction

Transaction price

N/A

N/A

Unsecured convertible notes

14,684,723

Recent transaction

Transaction price

N/A

N/A

          
         Discounted expected return

         Discount rate

         33.9% - 33.9% (33.9%)

         Decrease

          
         Term

         1.3 - 2.3 Years (1.3 Years)

         Decrease

Preferred stock investments

82,766,636

Recent transaction

Transaction price

N/A

N/A

          
         Market approach

         Revenue Multiples

         2.4x - 8.4x (5.2x)

         Increase

          
         Volatility

         35.0% - 65.0% (54.2%)

         Increase

          
         Estimated time to exit (in years)

         1.0 - 5.0 Years (2.6 Years)

         Decrease

Common stock investments3

217,100

Market approach

Revenue Multiples

1.3x - 1.3x (1.3x)

Increase

          
         Volatility

         35.0% - 35.0% (35.0%)

         Increase

          
         Estimated time to exit (in years)

         3.0 - 3.0 Years (3.0 Years)

         Decrease

Warrants3

1,796,730

Market approach

Revenue Multiples

2.4x - 2.4x (2.4x)

Increase

          
         Volatility

         55.0% - 55.0% (55.0%)

         Increase

          
         Estimated time to exit (in years)

         3.0 - 3.0 Years (3.0 Years)

         Decrease

Total

157,635,546

The weighted average information is generally derived by assigning each disclosed unobservable input a proportionate weight based on the fair value of the related investment.

This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.

The range of unobservable inputs relates to a single portfolio company.

          
         Fair Value as of
December 31, 2025

         Valuation Technique

         Unobservable Input

         Range (Weighted Average)1

         Impact to Valuation from an Increase in Input2

Senior secured convertible notes3

63,321,632

Discounted expected return

Discount rate

42.1% - 42.1% (42.1%)

Decrease

          
         Term

         0.8 - 1.8 Years (1.2 Years)

         Decrease

Junior secured convertible notes

2,984,566

Recent transaction

Transaction price

N/A

N/A

Unsecured convertible notes3

4,535,559

Discounted expected return

Discount rate

27.7% - 27.7% (27.7%)

Decrease

          
         Term

         0.9 - 1.8 Years (1.2 Years)

         Decrease

Preferred stock investments

59,821,668

Recent transaction

Transaction price

N/A

N/A

          
         Market approach

         Revenue Multiples

         2.3x - 7.5x (5.4x)

         Increase

          
         Volatility

         40.0% - 65.0% (52.5%)

         Increase

          
         Estimated time to exit (in years)

         1.0 - 5.0 Years (3.1 Years)

         Decrease

Common stock investments3

341,733

Market approach

Revenue Multiples

1.3x - 1.3x (1.3x)

Increase

          
         Volatility

         35.0% - 35.0% (35.0%)

         Increase

          
         Estimated time to exit (in years)

         3.0 - 3.0 Years (3.0 Years)

         Decrease

Warrants3

1,215,343

Market approach

Revenue Multiples

2.3x - 2.3x (2.3x)

Increase

          
         Volatility

         55.0% - 55.0% (55.0%)

         Increase

          
         Estimated time to exit (in years)

         3.0 - 3.0 Years (3.0 Years)

         Decrease

Total

132,220,501

The weighted average information is generally derived by assigning each disclosed unobservable input a proportionate weight based on the fair value of the related investment.

The range of unobservable inputs relates to a single portfolio company.

Note 6. Commitments and Contingencies

In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications as of June 30, 2026 or December 31, 2025.

Additionally, from time to time, the Investment Adviser may allocate future expected amounts to an investment on behalf of the investment vehicles it manages, including the Company. Certain terms of these investments are not finalized at the time of the allocation and the Company’s allocation may change prior to the date of funding. The Company’s disclosure of unfunded contractual commitments includes only those commitments that are available at the request of the Portfolio Company and are unencumbered by milestones. In this regard, as of June 30, 2026 and December 31, 2025, the Company has committed but not yet funded up to $3.5 million in a secondary transaction with third-party investors of ChartSpan Medical Technologies, Inc. in connection with a co-investment with an affiliated fund. The final amounts are subject to capital availability and timing.

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

The Company is not currently subject to any material legal proceedings or threatened legal proceeding against the Company.

From time to time, the Company or the Investment Adviser may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with the Company’s Portfolio Companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon the Company’s financial condition or results of operations.

Note 7. Borrowings

As of June 30, 2026 and December 31, 2025, the Company has not entered into any credit facilities or engaged in any borrowing transactions.

Note 8. Net Assets

In connection with its formation, the Company has the authority to issue an unlimited number of Shares at $0.01 per Share par value.

The following table summarizes transactions in Shares for the three and six months ended June 30, 2026 and 2025:


	For the Three Months Ended June 30,
	2026				2025
	Shares		Amount		Shares		Amount
Shares
Subscriptions		176,348	$	5,882,975		185,094	$	5,762,000
Net increase (decrease)		176,348	$	5,882,975		185,094	$	5,762,000


	For the Six Months Ended June 30,
	2026				2025
	Shares		Amount		Shares		Amount
Shares
Subscriptions		552,562	$	18,866,122		501,202	$	15,191,500
Net increase (decrease)		552,562	$	18,866,122		501,202	$	15,191,500

Net Asset Value per Share and Offering Price

Subscriptions will be accepted on a continuous basis and Shares will be issued at periodic closings at a per-share price generally equal to the Company’s quarterly NAV per Share as determined by the Board (including any committee thereof). For purposes of the NAV per Share calculation, the NAV is computed using the net assets attributable to common shareholders as this amount 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 intends to issue Shares on a quarterly basis, subject to consideration of the investment opportunities that arise.

The following table summarizes each NAV per Share as of the dates listed below:


As of	NAV Per Share
July 12, 2023	$	25.00
August 24, 2023	$	25.00
September 30, 2023	$	25.58
December 31, 2023	$	26.42
March 31, 2024	$	27.30
June 30, 2024	$	28.60
September 30, 2024	$	29.54
December 31, 2024	$	29.83
March 31, 2025	$	31.13
June 30, 2025	$	33.16
September 30, 2025	$	33.61
December 31, 2025	$	34.51
March 31, 2026	$	33.36
June 30, 2026	$	34.61

Distributions

The following tables summarize distributions declared by the Company during the three and six months ended June 30, 2026 and 2025:

         Declaration Date

         Type

         Record Date

         Payment Date

         Per Share Amount

         Distribution Paid

March 30, 2026

 Quarterly

March 31, 2026

April 16, 2026

0.0166

78,695

June 29, 2026

 Quarterly

June 30, 2026

July 15, 2026

0.0162

79,656

         Declaration Date

         Type

         Record Date

         Payment Date

         Per Share Amount

         Distribution Paid

June 27, 2025

 Quarterly

June 30, 2025

July 16, 2025

0.02

73,252

Share Repurchase Program

The Company does not intend to list its Shares on a securities exchange and does not expect there to be a public market for its Shares.

Three years after the date on which the Company broke escrow for the initial Private Offering of Shares, which was on August 24, 2023, and at the discretion of the Board, the Company intends to commence a share repurchase program in which it intends to repurchase annually between 4% and 9% of outstanding Shares (by number of Shares). Under the share repurchase program, to the extent the Company offers to repurchase Shares during an annual period, the Company expects to repurchase Shares pursuant to tender offers as of the applicable quarter-end using a purchase price equal to the NAV per Share as of the last calendar day of the applicable quarter, except that Shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders. The repurchase request period will be 20 business days after the repurchase offer has been announced. The repurchase of Shares will not occur until at least 60 days after the shareholder has notified the Company in writing of their intention to tender. Further, the repurchase price will not be established until at least 60 days after receipt of the shareholder’s intention to tender.

The Board may amend or suspend the share repurchase program if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of its shareholders, such as when a repurchase offer would place an undue burden on liquidity, adversely affect operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, Share repurchases may not be available annually. Should the Board suspend the share repurchase program, the Board will consider whether the continued suspension of the program is in the best interests of the Company and shareholders on a quarterly basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act.

The Company did not make any share repurchases for the three and six months ended June 30, 2026 or June 30, 2025. Shares subject to the Company's tender offer, which commenced July 20, 2026, are not reflected in the share activity above, as the offer had not been accepted or settled as of June 30, 2026.

Note 9. Financial Highlights

The financial highlights for the six months ended June 30, 2026 and 2025 are as follows:


	For the six months ended June 30,
	2026			2025
Per Share Activity
Net asset value per share attributable to common shareholders, beginning of period	$	34.51		$	29.83
Net investment income (loss)1		0.31			0.39
Net realized and unrealized gain (loss)1		(0.07	)		3.88
Net increase (decrease) in net assets resulting from operations		0.24			4.27
Distributions paid (declared) to shareholders1		(0.03	)		(0.02	)
Incentive Allocation attributable to the Investment Adviser1		(0.11	)		(0.92	)
Net increase (decrease) in net assets attributable to common shareholders		0.10			3.33
Net asset value per share attributable to common shareholders, end of period	$	34.61		$	33.16
Number of Shares outstanding at end of period		4,917,011			3,662,571
Total return before Incentive Allocation2		0.70	%		14.31	%
Total return after Incentive Allocation2		0.38	%		11.16	%
Ratios to Average Net Assets Attributable to Common Shareholders:
Net assets attributable to common shareholders, end of period	$	170,157,278		$	121,441,778
Net investment income (loss) before Incentive Allocation3		1.81	%		2.53	%
Net investment income (loss) after Incentive Allocation3		1.47	%		(0.47	)%
Total expenses before Incentive Allocation3		2.49	%		2.95	%
Total expenses after Incentive Allocation3		2.83	%		5.95	%
Portfolio turnover4		0.00	%		0.00	%

Calculated based on weighted average shares outstanding during the period.

Total return is not annualized and represents the total return for the six months ended June 30, 2026 and 2025 before and after the Incentive Allocation. Total return displayed is net of all fees, including all operating expenses such as management fees and general and administrative expenses. Total return is calculated as the change in net asset value (“NAV”) per Share attributable to common shareholders plus declared distributions per share, divided by the beginning NAV per Share attributable to common shareholders (which for the purposes of this calculation is equal to the net offering price in effect at that time).

The ratio reflects an annualized amount, except in the case of non-recurring expenses (i.e., incentive fee/incentive allocation).

No investments were sold during the period.

Note 10. Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the filing of this Quarterly Report on Form 10-Q. The following subsequent events were identified for disclosure:

Share Issuance

As of July 1, 2026, the Company sold 194,814 Shares at a price of $34.61 per Share (with the final number of Shares being determined on July 15, 2026) to accredited investors in a private placement of Shares for an aggregate purchase price of $6,742,500.

Distributions

On July 15, 2026, the Company paid the distribution of $0.0162 per share to shareholders of record as of June 30, 2026, for a total amount of $79,656.

Investments

On July 31, 2026, the Company invested $2.0 million into an unsecured convertible note of Kythera Labs, Inc. The note has an interest rate of 12% and matures on October 31, 2027.

Share Repurchase Program

On July 20, 2026, the Company commenced a tender offer under Rule 13e-4 to repurchase up to 245,851 Shares at a price equal to NAV per Share as of September 30, 2026. The offer is scheduled to expire on August 14, 2026, unless extended. The Company intends to fund any repurchases with cash on hand, and any Shares repurchased will be recorded as a reduction to net assets at the time of purchase. Because settlement will occur after the end of the reporting period, the transaction is not reflected in these financial statements. See the Company's Schedule TO filed July 20, 2026 for the complete terms of the offer.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information contained in this section should be read in conjunction with “Item 1. Financial Statements” hereto and “Part II, Item 8—Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated from time to time by the Company’s periodic filings with the Securities and Exchange Commission (“SEC”). This discussion contains forward-looking statements and involves numerous risks, uncertainties, and other factors outside the Company’s control, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 as updated by the Company’s periodic filings with the SEC.

Overview

BIP Ventures Evergreen BDC (the “Company,” “we,” “us,” or “our”) is an externally managed, non-diversified closed-end management investment company focused on investing in a portfolio consisting of common and preferred equity investments, including through the use of convertible notes, in target U.S.-based portfolio companies, which qualify as “eligible portfolio companies” under the 1940 Act. We have elected to be regulated as a BDC under the 1940 Act. In addition, for tax purposes, we intend to be taxed as a partnership under the Code.

We intend to achieve our investment objectives by investing at least 70% of our total assets (including the amount of borrowings for investment purposes) in portfolio companies that qualify as eligible portfolio companies under the 1940 Act, with our core focus on investments in sectors including, but not limited to, healthcare IT, fintech, insurtech, enterprise SaaS, software development and infrastructure tools, and media and marketplace technology. We may also invest in other strategies and opportunities from time to time that we view as attractive.

We anticipate conducting one or more private placements of our Shares to investors in reliance on an exemption from the registration requirements of the Securities Act. We expect to enter into separate Subscription Agreements with a number of investors in each Private Offering. Subscriptions will be effective only upon our acceptance, and we reserve the right to reject any subscription in whole or in part. All purchases will be made at a per-Share price as determined by the Board (including any committee thereof). The per-Share price shall be at least equal to the NAV per Share. The Board (including any committee thereof) may set the per-Share price above the NAV per Share based on a variety of factors, including, without limitation, to ensure that investors acquiring Shares in the Company after other investors have already done so are apportioned their pro rata portion of the Company’s organizational and offering expenses.

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. We completed our initial closing of capital commitments on August 24, 2023 and subsequently broke escrow and commenced investment activity. As part of the initial close, we issued 1,389,142 Shares for total proceeds of $34,728,548 as payment for such Shares.

Key Components of Our Results of Operations

Investments

We invest primarily in common and preferred equity investments, including through the use of convertible notes, in U.S.-based private companies in sectors including, but not limited to, healthcare IT, fintech, insurtech, enterprise SaaS, software development and infrastructure tools, and media and marketplace technology.

Our level of investment activity can and is expected to vary substantially from period to period depending on many factors, including the amount of capital available to target portfolio companies, the general economic environment, and the competitive environment for the type of investments we make.

Revenues

We generate revenue primarily in the form of capital gains on our equity investments in our portfolio companies. We also generate revenue in the form of interest or dividends on these investments as well as interest earned on cash and cash equivalents held at financial institutions.

Expenses

Operating Expenses

The Investment Adviser shall bear its own costs incurred in providing investment advisory services to the Company, including all personnel expenses. We will be responsible for all costs and expenses relating to the Company’s activities, investments and ongoing business, including:

•

all costs and expenses attributable to acquiring or originating, holding, and disposing of investments;

•

the actual costs incurred by the Investment Adviser or third party engaged by the Investment Adviser in connection with management and servicing of the Company’s investments, as applicable, provided that the Company’s responsibility for such costs shall be limited to an amount that is usual and customary for the provision of such services in the geographic area of the investment, as applicable;

•

legal, accounting, auditing, banking, consulting, and other fees and expenses, including reimbursement to the Investment Adviser for the cost of specific services provided by the Investment Adviser or its affiliates, which would otherwise be provided by third party experts such as tax and legal services;

•

all reasonable out-of-pocket fees and expenses incurred by the Company, the Investment Adviser, or their respective affiliates, partners, agents, officers, and employees relating to the investigation of investment, syndication, and investment repayment opportunities for the Company, whether or not consummated, and the fees and expenses of due diligence associated therewith;

•

the fees payable to the Investment Adviser, or any of their respective affiliates for services provided, including the Management Fee and Incentive Fee (refer below for additional discussion regarding the Incentive Allocation);

•

any taxes, fees, and other governmental charges levied against the Company; and

•

all other expenses incurred by the Investment Adviser or any of its affiliates in connection with administering the Company’s business, including expenses incurred by the Investment Adviser, or any of its affiliates in performing administrative services for the Company, and the cost of any third-party service providers, including any sub-administrator, transfer agent, or custodian engaged to assist the Investment Adviser or any of its affiliates with the provision of administrative services for the Company or on the Company’s behalf.

From time to time, the Investment Adviser may pay third-party providers of goods or services. We will reimburse the Investment Adviser for any such amounts paid on the Company’s behalf.

Expense Support and Conditional Reimbursement Agreement

We entered into an Expense Support and Conditional Reimbursement Agreement with the Investment Adviser, whereby the Investment Adviser has agreed to pay all of our organization and offering costs related to the Private Offering of our Shares. We have agreed to reimburse the Investment Adviser for such advanced expenses up to $500,000 when we have 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 June 30, 2026, reimbursement of organization and offering costs was deemed not probable and therefore, is not recorded as a liability. These costs were incurred by the Investment Adviser prior to the Commencement of Operations and as such, are not presented on the statements of operations as an expense and corresponding waiver of expense for the three and six months ended June 30, 2026 or 2025.

Investment Activity

For the six months ended June 30, 2026, the Company acquired $25.5 million aggregate principal amount of investments as further described below.

On February 13, 2026, the Company invested $2.0 million into an unsecured convertible note of Korio, Inc. (“Korio”). The convertible note has an interest rate of 10% and matures on August 13, 2027.

On March 19, 2026, the Company invested $3.0 million into an unsecured convertible note of Peregrine Health, Inc. (“Peregrine”). The unsecured convertible note has an interest rate of 10% and matures on December 31, 2027.

On April 30, 2026, the Company invested $0.7 million into an unsecured convertible note of LynkCare, Inc. d/b/a OncoLens, Inc. (“OncoLens”). The unsecured convertible note has an interest rate of 8% and matures on July 30, 2027.

On May 13, 2026 and June 5, 2026, the Company invested $2.5 million and $1.3 million, respectively, into unsecured convertible notes of PriorAuthNow, Inc. d/b/a Rhyme, Inc. (“Rhyme”). The unsecured convertible notes have an interest rate of 8% and mature on May 1, 2028.

On June 9, 2026, the Company invested $1.0 million into an unsecured convertible note of ChartSpan Medical Technologies, Inc. (“ChartSpan”). On June 16, 2026, in connection with ChartSpan's Series D preferred equity financing, the Company invested an additional $15.0 million in Series D Preferred Stock, and the outstanding principal and accrued interest on the June 9, 2026 convertible note converted into Series D Preferred Stock on the same terms. In total, the Company invested $16.0 million in ChartSpan during the quarter.

For the six months ended June 30, 2025, the Company acquired $19.7 million aggregate principal amount of investments.

Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):


	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2026		2025			2026		2025
Investments:
Total investments, beginning of period	$	102,083,679	$	79,131,385		$	97,082,777	$	74,381,385
New investments purchased		20,487,714		14,999,999			25,487,714		19,749,999
Conversion of convertible note interest to preferred stock		1,604		—			1,604		—
Proceeds from deferred loan fees		—		(18,000	)		—		(18,000	)
Amortization of deferred loan fees		902		762			1,804		762
Investments sold		—		—			—		—
Total Investments, End of Period	$	122,573,899	$	94,114,146		$	122,573,899	$	94,114,146

Number of portfolio companies		10		9			10		9

Our investments consisted of the following:


	June 30, 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	$	48,500,000	$	55,183,987		35.0	%	$	48,500,000	$	63,321,632		47.9	%
Junior secured convertible notes		2,986,370		2,986,370		1.9	%		2,984,566		2,984,566		2.3	%
Unsecured convertible notes		13,737,714		14,684,723		9.3	%		4,250,000		4,535,559		3.4	%
Preferred stock investments		56,051,087		82,766,636		52.5	%		40,049,483		59,821,668		45.2	%
Common stock investments		796,904		217,100		0.1	%		796,904		341,733		0.3	%
Warrants		501,824		1,796,730		1.1	%		501,824		1,215,343		0.9	%
Total	$	122,573,899	$	157,635,546		100.0	%	$	97,082,777	$	132,220,501		100.0	%

Our weighted average yields on the convertible notes as of June 30, 2026 and December 31, 2025 were as follows:


	June 30, 2026			December 31, 2025
Weighted average yields, at amortized cost:
Senior secured convertible notes		10.0	%		10.0	%
Junior secured convertible notes		10.5	%		10.5	%
Unsecured convertible notes		10.0	%		12.0	%
Total convertible notes		10.0	%		10.2	%

The weighted average yield of our income producing investments is not the same as a return on investment for our shareholders but, rather, relates to our investment portfolio and is calculated before the payment of all of our fees and expenses. The weighted average yield was computed using the effective interest rates for each respective period. There can be no assurance that the weighted average yield will remain at its current level.

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


	June 30, 2026			December 31, 2025
Enterprise SaaS		35.0	%		47.9	%
Technology-Enabled Marketplace		14.6	%		17.8	%
Healthcare		50.4	%		34.3	%
Total		100.0	%		100.0	%

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


	June 30, 2026							December 31, 2025
	Cost		Fair Value		% of Total Investments at Fair Value			Cost		Fair Value		% of Total Investments at Fair Value
United States	$	122,573,899	$	157,635,546		100.0	%	$	97,082,777	$	132,220,501		100.0	%
Total	$	122,573,899	$	157,635,546		100.0	%	$	97,082,777	$	132,220,501		100.0	%

The Investment Adviser monitors our Portfolio Companies on an ongoing basis, including financial trends of each Portfolio Company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each Portfolio Company. The Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•

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

•

periodic and regular contact with Portfolio Company management to discuss financial position, requirements and accomplishments;

•

participation at Board meetings through a designated seat or as an observer;

•

comparisons to other companies in the Portfolio Company’s industry; and

•

review of monthly or quarterly financial statements and financial metrics for Portfolio Companies.

Portfolio Updates

The Company posted a net return of 3.8% for the three months ended June 30, 2026, returning to positive performance following the single negative quarter recorded in the three months ended March 31, 2026. Performance was driven by $7.0 million of net unrealized gains, reflecting the appreciation of the Company's affiliated portfolio holdings. This valuation increase reflects positive developments at the underlying portfolio companies as well as more favorable market conditions as of the measurement date. The Investment Adviser remains confident in the long-term prospects of the portfolio, supported by the durable competitive positioning of its portfolio companies and continued advances in artificial intelligence.

Below is a description of each portfolio company and relevant qualitative updates:

CareSave Technologies, Inc. (d/b/a ShiftMed) is a healthcare workforce solution that connects professionals and clinical facilities to fill open shifts in real time. Innovative technology and an on-demand workforce marketplace support a thriving healthcare industry.

ChartSpan provides turn-key, managed care coordination and compliance programs for doctors, clinics and health systems, managing patient care coordination and value-based programs for more than 100 of the most successful practices and health systems in the United States. ChartSpan acquired a leading connected health data and remote patient monitoring platform in connection with its Series D equity financing round.

Istios Health, LLC is a healthcare technology company focused on delivering virtual specialty care, enabling physician collaboration, and accelerating clinical research through a nationwide specialist physician network.

Korio is a Randomization and Trial Supply Management (RTSM) platform that helps pharmaceutical companies randomize patient groups and coordinate drug supply for trial sites and complex global studies to support successful clinical trials.

Kythera Labs, Inc. (“Kythera”) is a data management and analytics platform designed to process healthcare data. Leveraging the power of machine learning, Kythera diligently searches for signals within the data to report and predict behavioral patterns of patients, practitioners, health systems, and payers.

Mediafly, Inc. is a revenue enablement platform that market-facing teams use to plan, predict, coach, and engage at top performance levels to drive revenue growth and efficiency.

OncoLens is a healthcare technology company that provides AI-enabled clinical and workflow solutions for cancer treatment planning, serving national cancer institutes, academic medical centers, and community-based integrated delivery networks. Its platform enables multidisciplinary collaboration, data interoperability, and AI-driven informatics to help cancer centers deliver timely, precision care.

Peregrine is a national mental health platform with a comprehensive behavioral health solution that provides telehealth technology, operational support, and expert guidance. With it, they streamline care coordination and accessibility for underserved markets. Peregrine divested their brick-and-mortar business into a separate entity, Integrative Life Network, LLC.

Rhyme is a healthcare technology company that connects payers and providers on a single network to automate prior authorization decisions in real time, eliminating the faxes, phone calls, and portal visits that traditionally bog down the process.

Pipeline Considerations

Below is the near-term pipeline of potential deals, of which the Company is considering as of June 30, 2026. Note that all deals listed are speculative and for illustrative purposes. There is no guarantee any of the deals listed will be executed as listed below:


Company Profile	Estimated Investment Timing	Projected Investment Amount
Healthcare Data Analytics Platform1	2H 2026	$2.0 million
Novel Medicare Advantage Insurer	2H 2026	$3.0 million

(1) Funded subsequent to June 30, 2026. Refer to the "Recent Developments" section for more information.

Results of Operations and Net Assets Attributable to Common Shareholders

The following table represents the operating results for the three and six months ended June 30, 2026 and 2025:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026			2025
Total investment income	$	1,824,533	$	1,597,640	$	3,528,530		$	3,029,531
Total expenses		1,045,713		986,607		2,040,109			1,630,436
Net investment income (loss)		778,820		611,033		1,488,421			1,399,095
Net unrealized gain (loss)		6,985,126		8,977,223		(76,078	)		13,930,533
Net Increase (Decrease) in Net Assets Resulting from Operations	$	7,763,946	$	9,588,256	$	1,412,343		$	15,329,628
Incentive Allocation attributable to the Investment Adviser		1,543,068		2,077,107		565,110			3,324,590
Net Increase (Decrease) in Net Assets Attributable to Common Shareholders	$	6,220,878	$	7,511,149	$	847,233		$	12,005,038

Net increase (decrease) in net assets resulting from operations and net assets attributable to common shareholders can vary from period to period as a result of various factors, including the level and type of new investment commitments, expenses, the recognition of realized gains and losses, and changes in unrealized gains and losses on the investment portfolio. As a result, comparisons may not be meaningful.

As of January 1, 2025, the Investment Advisory Agreement was amended to re-characterize the Incentive Fee to an Incentive Allocation for tax purposes. For the three and six months ended June 30, 2026 and 2025, the Incentive Allocation is displayed as a separate line item below net assets resulting from operations.

Investment Income

Investment income for the three and six months ended June 30, 2026 and 2025 was as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Interest income	$	1,824,533	$	1,597,640	$	3,528,530	$	3,029,531
Total Investment Income	$	1,824,533	$	1,597,640	$	3,528,530	$	3,029,531

Interest income is primarily driven by accrued interest on the convertible note investments.

Expenses

Expenses were as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Management fees	$	718,135	$	502,433	$	1,393,494	$	945,534
Professional fees		185,736		350,514		360,782		422,820
Board of Trustees’ fees		63,000		63,000		128,037		128,587
Administration fees		39,299		45,737		79,772		83,871
Other general and administrative expenses		39,543		24,923		78,024		49,624
Total expenses	$	1,045,713	$	986,607	$	2,040,109	$	1,630,436

Management Fees

Management Fees are payable 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 our total net assets at the end of the two most recently completed calendar quarters.

Other Expenses

Professional fees include legal, audit, tax, and valuation fees incurred related to the management and reporting of the Company. Administration fees include transfer agent and legal administration services. Other general and administrative expenses include custody fees, insurance costs, and other miscellaneous expenses.

We entered into an Expense Support and Conditional Reimbursement Agreement with the Investment Adviser. For additional information, see Note 3 – Related Party Transactions.

Income Taxes

We have elected to be taxed as a partnership. As a partnership, we generally will not have to pay corporate-level federal income taxes on any net ordinary income or net capital gains that are allocated to our shareholders from our tax earnings and profits. For the three and six months ended June 30, 2026 and 2025, the Company did not incur any U.S. federal income taxes.

Net Change in Unrealized Gain (Loss)

We value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. Net change in unrealized gain (loss) was composed of the following:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026			2025
Net change in unrealized gain (loss) on investments	$	6,985,126	$	8,977,223	$	(76,078	)	$	13,930,533
Net Change in Unrealized Gain (Loss) on Investments	$	6,985,126	$	8,977,223	$	(76,078	)	$	13,930,533

The net change in unrealized gains (losses) for the three and six months ended June 30, 2026 and 2025 was due to the appreciation/depreciation in value in the Company’s portfolio investments.

Incentive Allocation Attributable to the Investment Adviser (for periods beginning on or subsequent to January 1, 2025)

As of January 1, 2025, the Investment Advisory Agreement was amended to re-characterize the Incentive Fee to an Incentive Allocation for tax purposes. The method in which the Incentive Allocation will be calculated on a prospective basis, and the amount of Incentive Allocation ultimately apportioned and distributed, is intended to track the calculation and payment of the Incentive Fee as closely as possible.

For periods beginning on or subsequent to January 1, 2025, the Incentive Allocation shall be equal to 20% of our 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 our shareholders. We 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 our Cumulative Realized Gain Amount and the Incentive Allocation, the following terms shall have the following meanings:

•

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

•

“Cumulative Realized Gain Amount” means our 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.

•

“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.

•

“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.

The following table represents the Incentive Allocation attributable to the Investment Adviser for the three and six months ended June 30, 2026 and 2025:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Incentive allocation attributable to the Investment Adviser	$	1,543,068	$	2,077,107	$	565,110	$	3,324,590
Incentive Allocation Attributable to the Investment Adviser	$	1,543,068	$	2,077,107	$	565,110	$	3,324,590

These amounts were 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 and six months ended June 30, 2026, we waived $15,925 and $31,675 of Incentive Allocation, respectively. For the three and six months ended June 30, 2025, we waived $15,400 of Incentive Allocation. The waivers were approved by the Board following each respective quarter. 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.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from the proceeds of any offering of Shares and from cash flows from proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of the Private Offering. While credit facilities are permitted to be utilized, we do not expect them to be a large portion of the funding of investments. The primary use of cash will be investments in portfolio companies, payments of expenses and payment of cash distributions to shareholders. The cash balance as of June 30, 2026 is expected to be sufficient for our investing activities and to continue to conduct our operations.

Net Assets

In connection with the formation, we have the authority to issue unlimited common shares, $0.01 per Share par value. On July 12, 2023, the Investment Adviser purchased 400 Shares to capitalize the Company. On August 24, 2023, we accepted subscription requests, broke escrow, and commenced investment activities.

The following table sets forth Share issuances life-to-date through the period ended June 30, 2026.


	NAV		Shares		Amount
July 12, 2023	$	25.00		400	$	10,000
August 24, 2023	$	25.00		1,389,142	$	34,728,548
October 1, 2023	$	25.58		644,663	$	16,490,475
January 1, 2024	$	26.42		380,003	$	10,039,676
April 1, 2024	$	27.30		313,506	$	8,558,720
July 1, 2024	$	28.60		148,580	$	4,249,400
October 1, 2024	$	29.54		285,075	$	8,421,100
January 2, 2025	$	29.83		316,108	$	9,429,500
April 1, 2025	$	31.13		185,094	$	5,762,000
July 1, 2025	$	33.16		333,797	$	11,068,699
October 1, 2025	$	33.61		368,081	$	12,371,200
January 2, 2026	$	34.51		376,214	$	12,983,147
April 1, 2026	$	33.36		176,348	$	5,882,975
July 1, 2026	$	34.61		194,814	$	6,742,500

Distributions and Share Repurchases

We expect to make distributions following the liquidation of one or more of our investments and upon receipt of cash interest payments from our convertible note investments. Distributions will only be available to the extent there is cash flow from any such liquidations. The following table summarizes distributions declared by the Company during the three and six months ended June 30, 2026:

     Declaration Date

     Type

     Record Date

     Payment Date

     Per Share Amount

     Distribution Paid

March 30, 2026

 Quarterly

March 31, 2026

April 16, 2026

0.0166

78,695

June 29, 2026

 Quarterly

June 30, 2026

July 15, 2026

0.0162

79,656


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)


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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒


Exhibit Number		Description
3.1		Second Amended and Restated Agreement and Declaration of Trust
3.2		Bylaws
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File (embedded within the XBRL document)


	BIP Ventures Evergreen BDC


	By:	/s/ Mark Buffington
		Name: Mark Buffington
		Title: Chief Executive Officer and Chairman of the Board of Trustees

Statements of Assets and Liabilities

Statements of Operations and Incentive Allocation

Statements of Changes in Net Assets

Statements of Changes in Net Assets

Statements of Cash Flows

Schedules of Investments

Item 1. Legal Proceedings

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Mine Safety Disclosures

Item 5. Other Information

Item 6. Exhibits

SIGNATURES


	BIP Ventures Evergreen BDC


	By:	/s/ Todd Knudsen
		Name: Todd Knudsen
		Title: Chief Financial Officer