Summary of Significant Accounting Policies |
6 Months Ended |
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Jun. 30, 2026 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Fund’s interim consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, the unaudited financial results included herein contain all adjustments, consisting solely of normal accruals, considered necessary for the fair statement of the results for the interim period included herein. The current period’s consolidated results of operations are not necessarily indicative of results that may be achieved for the year. The interim consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026. Certain prior year amounts have been reclassified to conform to the current year presentation. The Fund is an investment company and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, as amended, (“ASC”) Topic 946, Financial Services - Investment Companies (“ASC 946”). Items included in the consolidated financial statements are measured and presented in U.S. dollars. Under U.S. GAAP for investment companies, investments are recorded at their estimated fair value, and the carrying value for all other assets and liabilities approximates their fair value. Principles of Consolidation As permitted under Regulation S-X and consistent with the guidance in ASC 946-810-45-3, Financial Services - Investment Companies - Consolidation - Other Presentation Matters, the Fund generally does not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Fund. Accordingly, the Fund consolidates the results of its wholly owned subsidiary, the SPV, in the Fund’s consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation. The SPV is the borrower under the Fund’s KeyBank Credit Facility as discussed in “Note 5 – Borrowings.” Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the applicable reporting date. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ materially from these estimates. Investment Transactions Loan originations are recorded on the date of the legally binding commitment. Realized gains or losses are recorded using the specific identification method as the difference between the net proceeds received, excluding prepayment fees, if any, and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments written off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment fair values as of the last business day of the reporting period and also includes the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period. Valuation of Investments The most significant estimate inherent in the preparation of the Fund’s consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. The Fund’s investments are carried at fair value in accordance with the 1940 Act and ASC 946 and measured in accordance with ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value, and provides disclosure requirements for fair value measurements. ASC 820 requires the Fund to assume that each of the portfolio investments is sold in a hypothetical transaction in the principal or, as applicable, most advantageous market using market participant assumptions as of the measurement date. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. Pursuant to Rule 2a-5 under the 1940 Act (“Rule 2a-5”), the Board of Trustees has designated the Adviser to serve as the “valuation designee” to perform fair value determinations in respect of the Fund’s portfolio investments that do not have readily available market quotations. Accordingly, fair valuations are ultimately determined by the Adviser in accordance with its valuation policies and procedures. The Adviser’s valuation process will be conducted monthly (or more frequently, as appropriate) or as otherwise determined by the Adviser. The Adviser may either engage independent valuation firms on a discretionary basis or receive (on a non-reliance basis) the Sub-Adviser valuations and the reports of independent valuation firms engaged by the Sub-Adviser and its affiliates (as discussed below). The Board of Trustees oversees the valuation designee and the process that it uses to determine the fair value of the Fund’s assets. In this regard, the Board of Trustees receives periodic and, as applicable, prompt reporting regarding certain material valuation matters, as required by Rule 2a-5. Independent valuation firms have been engaged to provide valuation assistance with respect to the Fund’s investments on a discretionary basis. Specifically, an independent valuation firm assists in valuing a subset of the Fund’s portfolio investments on a quarterly basis. The Sub-Adviser assists in selecting these portfolio investments based on a number of factors, including, but not limited to, the potential for material fluctuations in valuation results, size, credit quality and the time lapse since the last valuation of the portfolio investment by an independent valuation firm. In accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Fund discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: Level 1 — Investments whose values are based on unadjusted quoted prices for identical assets in an active market that the Fund has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities). Level 2 — Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment. Level 3 — Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment. Given the nature of lending to venture capital-backed growth-stage companies, 100% of the Fund’s investments in these portfolio companies are considered Level 3 assets under ASC 820 because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. The Fund uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis, and investment valuation procedures. This system takes into account both quantitative and qualitative factors of the portfolio companies. 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 Fund’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material. Debt Securities The debt securities identified on the Consolidated Schedule of Investments are secured loans and equipment financings made to growth-stage companies. For portfolio investments in debt securities for which third-party quotes or other independent pricing are not available, fair value is generally estimated based on the assumptions that hypothetical market participants would use to value the investment in a current hypothetical sale using an income approach. In applying the income approach to determine the fair value of debt securities, the assessment of fair value is based on projections of the discounted future free cash flows that the security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the security, as set forth in the associated loan and equipment financing agreements, as well as market yields and the financial position and credit risk of the portfolio company (the “Hypothetical Market Yield Method”). The discount rate applied to the future cash flows of the security is based on the calibrated yield implied by the terms of the Fund’s investment adjusted for changes in market yields and performance of the subject company. The estimate of the expected repayment date of the Fund’s loans and equipment financings securities is either the maturity date of the instrument or the anticipated pre-payment date, depending on the facts and circumstances. The Hypothetical Market Yield Method also considers changes in leverage levels, credit quality, portfolio company performance, market yield movements, and other factors. If (i) there is deterioration in credit quality, (ii) the debt investment is deemed to be controlled by the Company under the 1940 Act, or (iii) a security is in workout status, then the Company may consider other fair value methodologies in determining the fair value of the security, including, but not limited to, the value attributable to the security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis. Equity Securities and Warrants Often the Fund is issued warrants by issuers as yield enhancements. These warrants are recorded as assets at estimated fair value on the grant date. The cost basis of the warrants or other equity securities received is determined based upon their respective fair values on the date of receipt in proportion to the total fair value of the debt and warrants or other equity securities received. Depending on the facts and circumstances, a combination of one or several forms of the market approach and contingent claim analyses (a form of option analysis) may be utilized to estimate the fair value of the securities as of the measurement date and determine the cost basis using a relative fair value methodology. In applying the market approach, the enterprise value of a portfolio company is estimated utilizing customary pricing multiples, based on the development stage of the underlying issuers, or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations that are assessed to be indicative of fair value of the respective portfolio company. If appropriate, based on the facts and circumstances, the enterprise value to the equity securities may be allocated utilizing a contingent claim analysis and/or other waterfall calculation by which the enterprise value is allocated across the portfolio company’s securities in order of their preference relative to one another. Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. The carrying amounts of the Fund’s financial instruments, consisting of cash, investments, receivables, payables, and other liabilities, approximate the fair values of such items due to the short-term nature of these instruments. Refer to “Note 4 – Fair Value of Financial Instruments” for further discussion. Cash and Cash Equivalents Cash and cash equivalents consist of funds deposited with financial institutions and short-term (original maturity of three months or less) liquid investments in money market deposit accounts. Cash equivalents are classified as Level 1 assets and are valued using the net asset value (“NAV”) per share of the money market fund. As of June 30, 2026, and December 31, 2025, cash and cash equivalents consisted of $2.6 million and $0.6 million, respectively. Cash held in demand deposit accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and therefore is subject to credit risk. All of the Fund’s cash deposits are held at large, established, high credit quality financial institutions, and management believes that the risk of loss associated with any uninsured balances is remote. Other Assets Other assets generally consist of prepaid expenses, deferred offering costs and unsettled receivables. Equity Offering Costs Equity offering costs associated with the sale of the Fund’s shares of beneficial interest are capitalized at the time of incurrence and subsequently amortized to expense on a straight line basis over the twelve-month period following capitalization. Security Deposits Security deposits are collected upon funding equipment financings and are applied in lieu of regular payments at the end of the term. Debt Financing Costs The Fund records costs related to the issuance of debt obligations as deferred debt financing costs. These costs are deferred and amortized using the straight-line method over stated maturity life of the obligations. Debt financing costs related to secured or unsecured notes are netted with the outstanding principal balance on the Fund’s Consolidated Statements of Assets and Liabilities. Debt financing costs related to the KeyBank Credit Facility are recorded as deferred credit facility costs on the Fund’s Consolidated Statements of Assets and Liabilities. Income Recognition Interest and Dividend Income The Fund recognizes interest income on an accrual basis and recognizes it as earned in accordance with the contractual terms of the loan agreement to the extent that such amounts are expected to be collected. Original issue discount (“OID”) initially includes the estimated fair value of detachable warrants obtained in conjunction with the origination of debt securities and is accreted into interest income over the term of the loan as a yield enhancement based on the effective yield method. In addition, the Fund may also be entitled to an end-of-term (“EOT”) payment. EOT payments to be paid at the termination of the debt agreements are accreted into interest income over the contractual life of the debt based on the effective yield method. The EOT payments receivable is included as a component of the cost basis of the Fund’s current debt securities. When a portfolio company pre-pays their indebtedness prior to the scheduled maturity date, the acceleration of the unaccreted OID and EOT payment is recognized as interest income. The Fund has a limited number of debt investments in its portfolio that contain a payment-in-kind (“PIK”) provision. Contractual PIK interest, which represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on an accrual basis to the extent such amounts are expected to be collected. The Fund will generally cease accruing PIK interest if there is insufficient value to support the accrual or management does not expect the portfolio company to be able to pay all principal and interest due. The Fund recorded less than $0.1 million in PIK interest income during the three months and six months ended June 30, 2026 and less than $0.1 million for the three months and six months ended June 30, 2025. Income related to application or origination payments, including facility commitment fees, net of related expenses and generally collected in advance, is amortized into interest income over the contractual life of the loan. The Fund recognizes nonrecurring fees and additional OID and EOT payments received in consideration for contract modifications commencing in the quarter relating to the specific modification. Fee Income The Fund recognizes one-time fee income, including, but not limited to, structuring fees, prepayment penalties and exit fees related to a change in ownership of the portfolio company, as other income when earned. These fees are generally earned when the portfolio company enters into an equipment financing arrangement or pays off their outstanding indebtedness prior to the scheduled maturity. Non-Accrual Policy When a debt security becomes 90 days or more past due, or if management otherwise does not expect that principal, interest, and other obligations due will be collected in full, the Fund will generally place the debt security on non-accrual status and cease recognizing interest income on that debt security until all principal and interest due has been paid or the Fund believes the borrower has demonstrated the ability to repay its current and future contractual obligations. Any uncollected interest is reversed from income in the period that collection of the interest receivable is determined to be doubtful. However, the Fund may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection. As of June 30, 2026 and December 31, 2025, there were no investments on non-accrual status. Net Realized Gains / (Losses) Realized gains / (losses) are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net proceeds exclude any prepayment penalties, exit fees, and OID and EOT acceleration. Prepayment penalties and exit fees received at the time of sale or redemption are included in fee income on the Consolidated Statements of Operations. OID and EOT acceleration is included in interest income on the Consolidated Statements of Operations. Net Change in Unrealized Appreciation / (Depreciation) Net change in unrealized appreciation / (depreciation) reflects the net change in the fair value of the investment portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses. Earnings Per Share The Fund’s earnings per share (“EPS”) amounts have been computed based on the weighted-average number of shares of beneficial interest outstanding for the period. Basic earnings per share is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted-average number of shares outstanding for the period. Diluted EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted-average number of shares of beneficial interest assuming all potential shares had been issued and the additional shares were dilutive. Income Taxes The Fund intends to elect to be treated, and to qualify annually, as a RIC under Subchapter M of the Code for U.S. federal tax purposes. In order to maintain its treatment as a RIC, the Fund is generally required to distribute at least annually to its shareholders at least the sum of 90% of its investment company taxable income (which generally includes its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its net tax-exempt income (if any). The Fund generally will not be subject to U.S. federal income tax on these distributed amounts but will pay U.S. federal income tax at corporate rates on any retained amounts. The Fund evaluates tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority in accordance with ASC 740, Income Taxes (“ASC 740”), as modified by ASC 946. Tax benefits of positions not deemed to meet the more-likely-than-not threshold, or uncertain tax positions, would be recorded as tax expense in the current year. It is the Fund’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. The Fund has no material uncertain tax positions as of June 30, 2026, and December 31, 2025. All the Fund’s tax returns remain subject to examination by U.S. federal and state tax authorities. Based on federal excise distribution requirements applicable to RICs, the Fund will be subject to a 4% nondeductible federal excise tax on undistributed taxable income and gains unless the Fund distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income or gain realized, but not distributed, in the preceding years. For this purpose, however, any ordinary income or capital gain net income retained by the Fund and on which the Fund paid corporate income tax is considered to have been distributed. The Fund, at its discretion, may determine to carry forward taxable income or gain and pay a 4% excise tax on the amount by which it falls short of this calendar-year distribution requirement. If the Fund chooses to do so, this generally will increase expenses and reduce the amount available to be distributed to shareholders. The Fund will accrue excise tax on estimated undistributed taxable income and capital gains as required on an annual basis. Distributions Distributions to shareholders are recorded on the record date. The composition of distributions paid to shareholders from net investment income and capital gains is determined in accordance with U.S. federal income tax regulations, which differ from U.S. GAAP. Distributions to shareholders can be comprised of net investment income, net realized capital gains and return of capital for U.S. federal income tax purposes and are intended to be paid monthly.
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