SecProbe.io

CORRESP
1
filename1.htm

    1900 K Street NW

    Washington, DC 20006-1110

    +1 202 261 3300 Main

    +1 212 261 3333 Fax

    www.dechert.com

    Darius
    i. ravangard

    Darius.ravangard@dechert.com

    +1 202 261 3345 Direct

January
17, 2025

VIA
EDGAR

Lauren
Hamilton, Staff Accountant

David
Matthews, Attorney-Adviser

U.S.
Securities and Exchange Commission

Division
of Investment Management

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Trinity Capital Inc.

    Registration Statement
    on Form N-2

    File No. 333-280449

Dear
Ms. Hamilton and Mr. Matthews:

On
behalf of Trinity Capital Inc. (the “Company”), this letter responds to the oral accounting and legal comments
provided by the staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange
Commission (“SEC”) via telephone on July 25, 2024, August 2, 2024 and January 2, 2025 regarding the Company’s
Registration Statement on Form N-2 (File No. 333-280449) (the “Registration Statement”), including the preliminary
prospectus contained therein (the “Prospectus”), which was publicly filed with the SEC under the Securities
Act of 1933, as amended, on June 25, 2024.

For
your convenience, the Staff’s comments are set forth below and are followed by the Company’s responses. When revisions to
the Registration Statement are referenced in the below responses, such revisions have been included in Amendment No. 1 to the Registration
Statement filed concurrently herewith. Such revisions are also set forth in Annex A hereto for your ease of reference.

Capitalized
terms used but not defined herein have the meanings ascribed thereto in the Registration Statement.

    January
                           17, 2025

    Page
    2

ACCOUNTING
COMMENTS

Prospectus

Fees
and Expenses (page 16)

 1. Comment:
                                            The Staff makes reference to footnote 2 to the Fees and Expenses table, which discloses,
                                            in relevant part, that the Company will pay certain fees and expenses incurred in the offering,
                                            including reasonable and documented fees and expenses of counsel to the Selling Securityholders
                                            in an amount not to exceed $75,000. On a supplemental basis, please explain why this disclosure
                                            is included in the “Offering expenses” line item of the “Stockholder transaction
                                            expenses” section of the Fees and Expenses table.

Response:
The Company respectfully advises the Staff that, the referenced disclosure is included in footnote 2 to the “Offering expenses”
line item of the “Stockholder transaction expenses” section of the Fees and Expenses table to provide additional information
and clarity regarding the offering related fees and expenses that will be paid by the Company and those that the Selling Securityholders’
will be responsible for, including (i) all brokers’ and underwriters’ discounts and commissions, transfer taxes, and transfer
fees relating to the sale or disposition of the Convertible Notes and the shares of common stock issuable upon conversion thereof, and
(ii) the fees and expenses of any counsel to the Selling Securityholders exceeding $75,000.

 2. Comment:
                                            The Staff makes reference to footnote 4 to the Fees and Expenses table, which discloses that
                                            the “Operating expenses” line item includes the fees and expenses related to
                                            the registration rights agreements set forth therein in an estimated amount of $450,000.
                                            On a supplemental basis, please explain whether this amount is inclusive or exclusive of
                                            the $75,000 amount disclosed in footnote 2 to the Fees and Expenses table.

Response:
The Company respectfully advises the Staff that the estimated amount referenced in footnote 4 to the Fees and Expenses table relates
to the Company’s operating expenses incident to the Convertible Notes and shares of common stock issuable upon conversion thereof
and its obligations under the Convertible Notes Registration Rights Agreement, and does not include offering related expenses related
to the resale of the Convertible Notes, including the fees and expenses of counsel to the Selling Securityholders in an amount up to
$75,000.

    January
                           17, 2025

    Page
    3

 3. Comment:
                                            The Staff makes reference to the “interest payments on borrowed funds” line item
                                            of the Fees and Expenses table in the Registration Statement and the Series A Notes issued
                                            in October 2024.  On a supplemental basis, please provide a reconciliation of the “interest
                                            payments on borrowed funds” line item of the Fees and Expenses table in the Registration
                                            Statement with the Statements of Operations contained in the Company’s Quarterly Report
                                            on Form 10-Q for the quarter ended September 30, 2024, including with respect to the inclusion
                                            of the Series A Notes in such “interest payments on borrowed funds” line item
                                            and related footnote.

Response:
The Company respectfully advises the Staff that it has revised its disclosure in response to the Staff’s comment. Please see the
changed pages attached hereto as Annex A. The Company also undertakes to provide the requested reconciliation to the
Staff supplementally.

Senior
Securities (page 32)

 4. Comment:
                                            The Staff makes references to the Senior Securities section of the Registration Statement.
                                            Please incorporate by reference the Company’s most recently filed Quarterly Report
                                            on Form 10-Q.

Response:
The Company respectfully advises the Staff that it has revised its disclosure in response to the Staff’s comment. Please see the
changed pages attached hereto as Annex A.

Part
C

Exhibits
(page C-1)

 5. Comment:
                                            Please revise the consent of the independent registered public accounting firm filed as Exhibit
                                            (n)(1) to the Registration Statement as needed, as it consents to the reference to such accounting
                                            firm under the captions “Senior Securities” and “Independent Registered
                                            Public Accounting Firm” in the Registration Statement.

Response:
The Company respectfully advises the Staff that the Company’s independent registered public accounting firm, Ernst & Young
LLP, is referenced under the caption “Independent Registered Public Accounting Firm” in the Registration Statement and the
Company has revised the “Senior Securities” caption to also reference such accounting firm. Please see the changed pages
attached hereto as Annex A.

    January
                           17, 2025

    Page
    4

LEGAL
COMMENTS

 6. Comment:
                                            On a supplemental basis, please reconfirm the continuing applicability and reliance by the
                                            Company on prior SEC and Staff precedence, as previously set forth in correspondence to the
                                            Staff dated January 21, 2021 and July 8, 2021, as justification for the issuance of the Convertible
                                            Notes notwithstanding the limitations of Section 18(d) of the 1940 Act, as modified by Section
                                            61(a) of the 1940 Act.

Response:
On a supplemental basis, the Company respectfully reconfirms to the Staff the continuing applicability and reliance by the Company on
such prior SEC and Staff precedence referenced in the Staff’s comment, as previously set forth in correspondence to the Staff dated
January 21, 2021 and July 8, 2021, as justification for the issuance of the Convertible Notes notwithstanding the limitations of Section
18(d) of the 1940 Act, as modified by Section 61(a) of the 1940 Act.

 7. Comment:
                                            If any facts or circumstances related to the resale of the Convertible Notes or registration
                                            of the shares of common stock issuable upon the conversion of the Convertible Notes, as described
                                            in the Registration Statement, alter the basis for continued reliance on the prior precedence
                                            referenced in the Staff’s comment immediately above, please address the appropriateness
                                            of the Company’s continued reliance in your response.

Response:
On a supplemental basis, the Company respectfully advises the Staff that the basis for continued reliance on such prior precedence referenced
in the Staff’s comment has not changed.

 8. Comments:
                                            Please update the Incorporation of Certain Information by Reference section of the Registration
                                            Statement for any applicable filings of the Company since the filing of the Registration
                                            Statement on June 25, 2024.

Response:
The Company respectfully advises the Staff that it has revised its disclosure in response to the Staff’s comment. Please see the
changed pages attached hereto as Annex A.

*
     *
     *

    January
                           17, 2025

    Page
    5

Should
you have any questions regarding this letter, please contact Darius I. Ravangard at 202.261.3345 (or by e-mail at Darius.Ravangard@dechert.com)
or Harry S. Pangas at 202.261.3466 (or by e-mail at Harry.Pangas@dechert.com).

    Sincerely,

    /s/
    Darius I. Ravangard

    Darius I. Ravangard

    cc:
    Sarah Stanton, Trinity Capital Inc.

    Michael Testa, Trinity Capital Inc.

    Harry S. Pangas, Dechert LLP

ANNEX
A