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

 Harry S. Pangas

 harry.pangas@dechert.com
 +1 202 261 3466 Direct

 May 23, 2025

 VIA EDGAR

 Christian Sandoe

 Assistant Director

 Division of Investment Management

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Trinity Capital Inc. (Commission File No. 001-39958)

 Request for Non-Objection to
Use of Form N-2

 Dear Mr. Sandoe:

 This letter is being filed on behalf of Trinity
Capital Inc. (the " Fund "), an internally managed business development company (" BDC ") under the
Investment Company Act of 1940, as amended. Pursuant to discussions with the staff (the " Staff ") of the Securities
and Exchange Commission (" Commission "), we understand that, based upon the specific facts and circumstances involved
in this matter, the Staff will not object to the Fund's use of its currently effective shelf registration statement on Form N-2
(File No. 333-275970) (the " Shelf Registration Statement ") or a future shelf registration statement on Form N-2 in
reliance on General Instruction A.2 thereto, notwithstanding the Fund's untimely filing of its definitive proxy statement on Schedule
14A, including the Part III information of Form 10-K (the "Proxy Statement "), within the 120-day period set forth
in General Instruction G.(3) to Form 10-K. 1 The Fund acknowledges that it is not seeking relief, nor is the Staff opining
regarding, the Fund's status as a well-known seasoned issuer.

 1 General Instruction G.(3) to Form
10-K permits a BDC subject to the proxy rules to omit Part III information concerning corporate governance and related matters from the
Form 10-K, if the information omitted from Part III is disclosed in the BDC's proxy statement and if the proxy statement is filed
with the Commission no later than 120 days from the end of the BDC's fiscal year. In other words, the instruction permits forward
incorporation by reference of the proxy statement into the already filed Form 10-K.

 May 23, 2025
 Page 2

 The Fund initially filed the Shelf Registration
Statement with the Commission on December 8, 2023 in reliance on General Instruction A.2 to Form N-2, and it was declared effective by
the Staff on February 7, 2024. The primary purpose of the Shelf Registration Statement is to enable the Fund to publicly offer and sell
its securities at various times, including pursuant to "at the market" offering programs.

 General Instruction A.2. to Form N-2 provides
that a BDC must, among other things, have timely filed all reports required to be filed pursuant to Section 12 or Section 15(d) of
the Securities Exchange Act of 1934, as amended (the " Exchange Act "), during the twelve calendar months and any portion
of a month immediately preceding the filing of the shelf registration statement pursuant to such general instruction. In addition, the
BDC must evaluate its eligibility to continue to use a Form N-2 shelf registration statement in accordance with General Instruction A.2
each time it files a Form 10-K with the Commission. In this regard, the updating of an effective Form N-2 shelf registration statement
through the incorporation by reference of a Form 10-K is the equivalent of filing a post-effective amendment to update the registration
statement pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended. This means that if the BDC is not eligible to use a
Form N-2 shelf registration statement pursuant to General Instruction A.2. thereto at the time of such updating because it no longer satisfies
one of the Form N-2 shelf eligibility requirements set forth in General Instruction A.2 (including due to the failure to timely file a
proxy statement that includes the Part III information of Form 10-K or a Form 10-K amendment that includes such Part III information),
it would not be permitted to continue to use the Form N-2 shelf registration statement thereafter.

 Since the Fund's registration as a public
reporting company under the Exchange Act effective March 2020, the Fund has timely filed all reports required to be filed pursuant to
Section 12 of the Exchange Act. In 2025, the filing of the Fund's Proxy Statement was due by 5:30 p.m. ET on April 30,
2025, but unfortunately was "filed" with the Commission at 5:32 p.m. ET on April 30, 2025 (i.e., two minutes late) due to
no fault of the Company. As a result, the Proxy Statement was deemed filed on May 1, 2025 and therefore "late" under the aforementioned
requirements.

 May 23, 2025
 Page 3

 This late filing occurred solely as a result of
communication issues of the Fund's outside legal counsel. As a result of these issues, the Fund's outside legal counsel instructed
the financial printer to file the Proxy Statement at 5:29 p.m. ET on April 30, 2025, resulting in the Proxy Statement being accepted for
filing at 5:32 p.m. ET on April 30, 2025 and deemed filed on May 1, 2025. The Part III information deemed filed late consisted of disclosure
related to directors, executive officers and corporate governance, executive compensation, beneficial ownership of the Company's
common stock, certain relationships and related transaction, and principal accountant fees and services (i.e., disclosure that is generally
not "market moving").

 As discussed above, other than this untimely filing
of the Proxy Statement, the Fund has timely filed all reports required to be filed pursuant to Section 12 of the Exchange Act since its
registration as a public reporting company under the Exchange Act.

 Pursuant to discussions with the Staff, and on
the basis of the specific facts and circumstances in this matter, the Fund will implement the following remedial measures.

 1. Policies
 and Procedures . The Fund will revise its policies and procedures with respect to its
 Exchange Act filings to memorialize the Fund's objective of seeking to complete such
 filings at least one hour before the specific time that such filings are due to the extent
 reasonably practicable under the circumstances in order to provide sufficient buffer to address
 issues similar to those discussed above.

 2. Chief
 Compliance Officer Report . In the quarterly and annual Chief Compliance Reports to the
 Board of Directors of the Fund (the " Board "), the Chief Compliance Officer
 will continue to report to the Board on the timeliness of the Fund's Exchange Act filings.

 Pursuant to discussions with the Staff, the Fund
understands that the Staff will not object to the Fund's continued use of the Shelf Registration Statement or the use of a future
shelf registration statement on Form N-2 in reliance on General Instruction A.2 thereto, notwithstanding the Fund's untimely filing
of the Proxy Statement. The Fund acknowledges that it is not seeking relief, nor is the Staff opining regarding, the Fund's status
as a well-known seasoned issuer.

 May 23, 2025
 Page 4

 If you have any questions or comments regarding
the above, please contact me at (202) 261-2466 or harry.pangas@dechert.com, or Darius I. Ravangard at (202) 261-3345
or darius.ravangard@dechert.com.

 On behalf of the Fund, thank you for your consideration
of this request.

 Sincerely,

 /s/ Harry S. Pangas

 Harry S. Pangas

 cc:
 Jay Williamson, U.S. Securities and Exchange Commission

 Sarah Stanton, Trinity Capital Inc.

 Michael Testa, Trinity Capital Inc.

 Darius I. Ravangard, Dechert LLP

CORRESP
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January 23, 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 comment provided by the staff of the Division of Investment Management (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) via telephone on January 23, 2025 regarding the Company’s
Registration Statement on Form N-2 (File No. 333-280449) (as amended, 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 (the “Securities Act”), on January 17, 2025.

For your convenience, the Staff’s comment
is set forth below and is followed by the Company’s response. Capitalized terms used but not defined herein have the meanings ascribed
thereto in the Registration Statement.

Prospectus

 1. Comment: Please confirm that the final Prospectus filed pursuant to Rule 424 under the Securities
Act will include appropriate hyperlinks to the Company’s filings that are incorporated by reference therein as required by Rule
411 under the Securities Act, and Rule 0-4 under the Investment Company Act of 1940, as amended.

Response:
The Company respectfully confirms to the Staff that the final Prospectus filed pursuant to Rule 424 under the Securities Act will include
appropriate hyperlinks to the Company’s filings that are incorporated by reference therein.

*       *       *

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

CORRESP
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    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

CORRESP
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[Letterhead of Eversheds Sutherland
(US) LLP]

April 27, 2023

VIA EDGAR

Ms. Alison White

U.S. Securities and
Exchange Commission

Division of Investment
Management

100 F Street, N.E.

Washington, D.C. 20549-4720

 Re: Trinity Capital Inc. – Preliminary Proxy Statement

Dear Ms. White:

On behalf of Trinity Capital Inc. (the “Company”),
set forth below are the Company’s responses to the comments provided by the staff of the Division of Investment Management (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) to the Company via telephone on April 12,
2023 regarding the Company’s preliminary proxy statement (the “Proxy Statement”) as filed with the SEC on April 10,
2023. The Staff’s comments are set forth below and are followed by the Company’s responses thereto. The revisions
to the Proxy Statement referenced in the below response are set forth in the Company’s
definitive proxy statement to be filed with the SEC. Capitalized terms used but not defined herein have the meanings ascribed thereto
in the Proxy.

 1. We note that Appendix 1 reference on page 31 of the Proxy Statement is not attached to the Proxy Statement.
Please attached Appendix 1 to the Proxy Statement.

Response: The Company has attached
Appendix 1 to the Proxy Statement.

 2. Please revise the heading of Proposal 2 to the Proxy Statement to specifically state that the proposal
relates to amending the Articles of Amendment and Restatement of the Company to declassify the Board of Directors.

Response: The Company has revised
the Proxy Statement to reflect the Staff’s comments.

If you have any questions or additional comments
concerning the foregoing, please contact me at (202) 383-0845.

    Sincerely,

    /s/ Stephani M. Hildebrandt

    Stephani M. Hildebrandt

    cc:

    Steven L. Brown

    Cynthia M. Krus

    Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

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    Eversheds
                                            Sutherland (US) LLP

    700
    Sixth Street, NW, Suite 700

    Washington, DC 20001-3980

    D: +1 202.383.0845

    F: +1 202.637.3593

    stephanihildebrandt@eversheds-sutherland.com

January
26, 2022

Via
EDGAR

Ray
Be

Securities
and Exchange Commission

Division
of Investment Management

100
F Street NE

Washington,
DC 20549

 Re: Trinity
                                            Capital Inc.

Registration
Statement on Form N-2

(File
No. 333-261782)

Dear
Mr. Be:

On
behalf of Trinity Capital Inc. (the “Company”), set forth below are the Company’s responses to the comments provided
by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
to the Company via telephone on January 20, 2022 regarding the Company’s registration statement on Form N-2 (File No. 333-261782)
(as amended, 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 December 21, 2021. The Staff’s comments
are set forth below and are followed by the Company’s responses. Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Registration Statement.

Market
Opportunity (Page 7)

 1. We
                                            note the following statement under the heading “Market Opportunity” on page 7
                                            of the Registration Statement, “We estimate that the annual U.S. venture debt
                                            and equipment financing market in 2020 exceeded $23 billion.”  If available,
                                            please update this statement with data for 2021.

Response:
The Company respectfully advises the Staff that it has revised its disclosure on page 7 of the Prospectus in response to the Staff’s
comment.

Incorporation
of Certain Information by Reference (Page 91)

 2. Under
                                            the heading “INCORPORATION OF CERTAIN INFORMATION BY REFERENCE”, please add the
                                            Form 8-K filed by the company on December 30, 2021.

Response:
The Company has updated this section as requested.

*              *              *

    Eversheds
    Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds
    Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

    Mr.
                                            Ray Be

    January
    26, 2022

    Page
    2

If
you have any questions or additional comments concerning the foregoing, please contact me at (202) 383-0845 or Cynthia M. Krus at (202)
383-0218.

    Sincerely,

    /s/
    Stephani M. Hildebrandt

    Stephani
    M. Hildebrandt

    cc:
    Steven
                                            L. Brown

    Sarah
    Stanton

    Cynthia
    M. Krus

August 9, 2021

VIA E-MAIL

Steven L. Brown Chief Executive Officer Trinity Capital Inc. 1 N. 1
st Street
3rd Floor
Phoenix, Arizona 85004
Re: Trinity Capital Inc. N-2 (File No. 333-257818)

Dear Mr. Brown,

On July 9, 2021, you filed a registration statement on Form N-2 on behalf of Trinity
Capital Inc. (the “ Company ”).  The Company is a closed-end management investment
company registered under the Investment Company Act of 1940 (“1940 Act”).

Our comments are set forth below. Where a comm ent is made with regard to the disclosure in
one location, it is applicable to all similar disclosure appearing elsewhere in the registration
statement.

General
1. Please review and revise your registration statement for consistency.  We note, for
example, you include a section titled “Selling Noteholders” on page 81 that states “[t]he
registration statement of which this prospectus  is a part has been filed with the SEC
pursuant to the 2025 Notes Registration Rights Agreement to register for resale up to $68,410,000 in aggregate principal amount of the 2025 Notes …” while your cover page indicates the filing relates to an unallocated sh elf offering on a primary basis.  This is an
example only.  Please review and revise as appropriate.

Mr. Steven L. Brown
August 9, 2021 Page 2 of 3

 Control Share Acquisitions (page 68)

1. Please affirmatively state whether the Company has opted-in to the Maryland Control
Share Acquisition Act (“MCSAA”)  and include related risk disclosure as appropriate. If
the Company has not opted in to the MCSAA, please remove references to the MCSAA that are not applicable.
Convertible Notes Registrati on Rights Agreement (p. 74)
2. In the last paragraph on page 74, please provide the date that the Company filed the
resale registration statement.  Provide a statu s update to this disclosure as applicable.

PART C

3. Please confirm supplementally that the Company will include as an exhibit to a post-
effective amendment filed pursuant to Rule 462(d) under the 1933 Act the final version of any agreement filed as a “form of” exhibit to the registration  statement.

4. Please confirm supplementally that the Company will provide an updated audit
consent.

* * *

Responses to this letter should be made in a letter to me filed on Edgar and in the form
of a pre-effective amendment filed pursuant to Rule 472 under the Securities Act. Where no change will be made in the filing in response to a comment, please indicate this fact in the
letter to us and briefly state the basis for your position.
You should review and comply with all applicable requirements of the federal securities
laws in connection with the preparation and distribution of preliminary prospectuses.

Although we have completed our initial review  of the registration statement, the filing
will be reviewed further after we receive your response. Therefore, we reserve the right to
comment further on the registration statement and any amendments. After we have resolved all
issues, the Company and its underwriter must requ est acceleration of the effective date of the
registration statement.

In closing, we remind you that the Company and its management are responsible
for the accuracy and adequacy of their disclosures in the registration statement,
notwithstanding any review, comments, acti on, or absence of action by the staff.

Mr. Steven L. Brown
August 9, 2021 Page 3 of 3

  Should you have any questions prior to fili ng a pre-effective amendment, please feel
free to contact me at 202-551-7565 or stojice@sec.gov  or Lauren Hamilton, Staff Accountant,
at (212) 336-7274 or hamiltonlau@sec.gov .

Sincerely,

/s/ Elena Stojic
Senior Counsel

cc:  Christian Sandoe, SEC
Jay Williamson, SEC Cynthia M. Krus, Eversheds Sutherland LLP Stephani M. Hildebrandt, Eversheds Sutherland LLP

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TRINITY CAPITAL INC.

1 N. 1st Street

3rd Floor

Phoenix, Arizona 85004

August 11, 2021

Via
EDGAR

United States Securities and Exchange Commission

Division of Investment Management

Attention: Elena Stojic and Lauren Hamilton

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Trinity Capital Inc.

    Registration Statement on Form N-2 (File No. 333-257818)

Dear Ms. Stojic:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Trinity Capital Inc. (the “Registrant”) hereby requests acceleration of the effective
date of the Registrant’s Registration Statement on Form N-2, as amended (File No. 333-257818), to 3:00 p.m. Eastern Time on August
12, 2021, or as soon thereafter as is practicable.

*          *          *

If you have any questions concerning the foregoing,
please contact Stephani M. Hildebrandt of Eversheds Sutherland (US) LLP, legal counsel to the Registrant, at (202) 383-0845.

    Sincerely,

    Trinity
    Capital Inc.

    By:
     /s/ Sarah Stanton

    Name:
    Sarah Stanton

    Title:
    General Counsel

CORRESP
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    Eversheds Sutherland (US) LLP

    700 Sixth Street, NW, Suite 700

    Washington, DC 20001-3980

    D: +1 202.383.0218

    F: +1 202.637.3593

    cynthiakrus@eversheds-sutherland.com

August 10, 2021

Via
EDGAR

Elena Stojic, Senior Counsel

Lauren Hamilton, Staff Accountant

Christian Sandoe, Assistant Director

Jay Williamson,
Branch Chief

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

Re: Trinity Capital Inc.

  Registration Statement on Form N-2

  (File No. 333-257818)

Dear Ms. Stojic:

On behalf of Trinity Capital Inc. (the “Company”),
set forth below are the Company’s responses to the written comments provided by the staff of the Division of Investment Management
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) on August 9, 2021 regarding the Company’s
registration statement on Form N-2 (File No. 333-257818) (as amended, 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 July 9, 2021. The Staff’s comments are set forth below and are followed by the Company’s responses.
Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration Statement.

General

 1. Please review and revise your registration statement for consistency. We note, for example, you include
a section titled “Selling Noteholders” on page 81 that states “[t]he registration statement of which this prospectus
is a part has been filed with the SEC pursuant to the 2025 Notes Registration Rights Agreement to register for resale up to $68,410,000
in aggregate principal amount of the 2025 Notes …” while your cover page indicates the filing relates to an unallocated
shelf offering on a primary basis. This is an example only. Please review and revise as appropriate.

Response: The Company respectfully
advises the Staff that the disclosure example cited in the Staff’s comment is not present in the Registration Statement and that
the disclosure throughout the Registration Statement concerns the shelf offering pursuant thereto.

Control Share Acquisitions (page 68)

 2. Please affirmatively state whether the Company has opted-in to the Maryland Control Share Acquisition
Act (“MCSAA”) and include related risk disclosure as appropriate. If the Company has not opted in to the MCSAA, please remove
references to the MCSAA that are not applicable.

Response: The Company respectfully
advises the Staff that it has opted-out of the MCSAA and affirmatively discloses as much on page 61 of the Prospectus. Such disclosure
is provided below for ease of reference (relevant disclosure in bold italics).

Eversheds
Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds
Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

    Elena Stojic, Senior Counsel

    Lauren Hamilton, Staff Accountant

    Christian Sandoe, Assistant Director

    Jay Williamson, Branch Chief

    August 10, 2021

    Page 2

The Control Share Acquisition Act does
not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or
(b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our Bylaws contain a provision exempting from
the Control Share Acquisition Act any and all acquisitions by any person of our shares of stock. Accordingly, we have opted-out
of the Maryland Control Share Acquisition Act. We can offer no assurance that such provision will not be amended or eliminated
at any time in the future. However, we will amend our bylaws to be subject to the Control Share Acquisition Act only if the Board determines
that it would be in our best interests, including in light of the Board’s fiduciary obligations, applicable federal and state laws,
and the particular facts and circumstances surrounding the Board’s decision.

As a result of having opted-out of the
MCSAA, the Company respectfully submits that its existing disclosure in the Prospectus, as well as in the risk factor entitled “Provisions
of the Maryland General Corporation Law (the “MGCL”) and our Charter and Bylaws could deter takeover attempts and have an
adverse effect on the price of our common stock” in its Annual Report on Form 10-K for the fiscal year ended December 31,
2020, as amended, which is incorporated by reference into the Prospectus, appropriately disclose the related risks. The Company further
respectfully submits to the Staff that it does not believe that reducing its current disclosure regarding the MCSAA is appropriate as
the Company believes it is important to advise investors of the MCSAA, including in case the Company subsequently opts to be subject to
the MCSAA, as set forth in the above referenced disclosure on page 61 of the Prospectus. The Company notes to the Staff that it does
not have any current intention of opting to be subject to the MCSAA.

Convertible Notes Registration Rights Agreement
(page 74)

 3. In the last paragraph on page 74, please provide the date that the Company filed the resale registration
statement. Provide a status update to this disclosure as applicable.

Response: The Company respectfully
advises the Staff that it has revised its disclosure on pages 64 and 88–90 of the Prospectus to in response to the Staff’s
comment. Please see the changed pages attached hereto as Annex A.

PART C

 4. Please confirm supplementally that the Company will include as an exhibit to a post-effective amendment
filed pursuant to Rule 462(d) under the 1933 Act the final version of any agreement filed as a “form of” exhibit
to the registration statement.

Response: The Company respectfully
advises the Staff supplementally that it does not currently expect to file any exhibits to the Registration Statement pursuant to a post-effective
amendment thereto filed pursuant to Rule 462(d) under the 1933 Act, as it expects to incorporate by reference consistent with
SEC rules and requirements and market practice unless otherwise required pursuant to SEC rules and requirements.

    Elena Stojic, Senior Counsel

    Lauren Hamilton, Staff Accountant

    Christian Sandoe, Assistant Director

    Jay Williamson, Branch Chief

    August 10, 2021

    Page 3

The Company respectfully advises the
Staff that the only “form of” exhibits included in the Registration Statement are Exhibit (d)(6) Form of 7.00%
Note due 2025 (which is incorporated by reference to Exhibit (d)(5) thereto), Exhibit (d)(8) Form of 6.00% Convertible
Notes due 2025 (which is incorporated by reference to Exhibit (d)(7) thereto), Exhibit (k)(13) Form of Indemnification
Agreement (Directors), and Exhibit (k)(14) Form of Indemnification Agreement (Officers). These exhibits are the final versions
of such documents and only omit dates, names and signatures, as applicable, and the material terms are disclosed in the Registration Statement
and other filings of the Company that are incorporated therein by reference. Including such documents in final “form of” version
is consistent with market practice, and the Company respectfully refers the Staff to the following BDC registration statements where similar
documents are included in similar final form of version: Ares Capital Corporation, Registration Statement on Form N-2 filed on June 3,
2021 (File No. 333-256733); TriplePoint Venture Growth BDC Corp., Registration Statement on Form N-2, as amended, filed on May 24,
2021 (File No. 333-254802); TCG BDC, Inc., Registration Statement on Form N-2 filed on April 29, 2021 (File No. 333-255589);
Apollo Investment Corporation, Registration Statement on Form N-2, as amended, filed on July 14, 2020 (File No. 333-238518);
New Mountain Finance Corporation, Registration Statement on Form N-2 filed on May 21, 2020 (File No. 333-238554); Main
Street Capital Corp., Registration Statement on Form N-2 filed on April 30, 2019 (File No. 333-231146); FS KKR Capital
Corp., Registration Statement on Form N-2 filed on May 3, 2019 (File No. 333-231221); and Sixth Street Specialty Lending, Inc.
(f/k/a TPG Specialty Lending, Inc.), Registration Statement on Form N-2 filed on May 7, 2019 (File No. 333-231271).

 5. Please confirm supplementally that the Company will provide an updated audit consent.

Response: The Company respectfully
advises the Staff supplementally that it will file an updated audit consent as an exhibit to pre-effective amendment no. 1 to the Registration
Statement.

*         *         *

If you have any questions or additional comments
concerning the foregoing, please contact me at (202) 383-0218 or Stephani M. Hildebrandt at (202) 383-0845.

    Sincerely,

    /s/ Cynthia M. Krus

    Cynthia M. Krus

    cc:

    Steven L. Brown

    Sarah Stanton

    Stephani M. Hildebrandt

    Elena Stojic, Senior Counsel

    Lauren Hamilton, Staff Accountant

    Christian Sandoe, Assistant Director

    Jay Williamson, Branch Chief

    August 10, 2021

    Page 4

ANNEX A

CORRESP
1
filename1.htm

TRINITY CAPITAL INC.

1 N. 1st Street

3rd Floor

Phoenix, Arizona 85004

July 30, 2021

Via
EDGAR

United States Securities and Exchange Commission

Division of Investment Management

Attention: Elena Stojic and Lauren Hamilton

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Trinity Capital Inc.

    Registration Statement on Form N-2 (File No. 333-256728)

Dear Ms. Stojic:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Trinity Capital Inc. (the “Registrant”) hereby requests acceleration of the effective
date of the Registrant’s Registration Statement on Form N-2, as amended (File No. 333-256728), to 3:00 p.m. Eastern Time on August
2, 2021, or as soon thereafter as is practicable.

*          *           *

If you have any questions concerning the foregoing,
please contact Stephani M. Hildebrandt of Eversheds Sutherland (US) LLP, legal counsel to the Registrant, at (202) 383-0845.

  Sincerely,

  Trinity Capital Inc.

  By:
  /s/ Sarah Stanton

  Name:
  Sarah Stanton

  Title:
  General Counsel

CORRESP
1
filename1.htm

TRINITY CAPITAL INC.

1 N. 1st Street

3rd Floor

Phoenix, Arizona 85004

July 30, 2021

Via
EDGAR

United States Securities and Exchange Commission

Division of Investment Management

Attention: Elena Stojic and Lauren Hamilton

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Trinity Capital Inc.

    Registration Statement on Form N-2 (File No. 333-256227)

Dear Ms. Stojic:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Trinity Capital Inc. (the “Registrant”) hereby requests acceleration of the effective
date of the Registrant’s Registration Statement on Form N-2, as amended (File No. 333-256227), to 3:00 p.m. Eastern Time on August
2, 2021, or as soon thereafter as is practicable.

* *  *

If you have any questions concerning the foregoing,
please contact Stephani M. Hildebrandt of Eversheds Sutherland (US) LLP, legal counsel to the Registrant, at (202) 383-0845.

  Sincerely,

  Trinity Capital Inc.

    By:
    /s/ Sarah Stanton

    Name:
     Sarah Stanton

    Title:
     General Counsel

CORRESP
1
filename1.htm

    Eversheds Sutherland (US)
    LLP

    700 Sixth Street, NW, Suite 700

Washington, DC 20001-3980

    D: +1 202.383.0845

F: +1 202.637.3593

    stephanihildebrandt@eversheds-sutherland.com

July 26, 2021

Via EDGAR

Ms. Lauren Hamilton, Staff Accountant

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

Re: Trinity Capital Inc.

  Annual Report on Form 10-K (File No. 001-39958)

  Quarterly Report on Form 10-Q (File No. 001-39958)

  Registration Statement on Form N-2 (File No. 333-256728)

Dear Ms. Hamilton:

On behalf of Trinity Capital
Inc. (the “Company”), set forth below are the Company’s responses to the comments provided by the staff of the Division
of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) to the Company
via telephone on July 1, 2021 regarding the Company’s (i) annual report on Form 10-K for the fiscal year ended December 31,
2020, as filed with the SEC on March 4, 2021 (the “Form 10-K”), (ii) quarterly report on Form 10-Q for
the fiscal quarter ended March 31, 2021, as filed with the SEC on May 6, 2021 (the “Form 10-Q”), (iii) and
registration statement on Form N-2 (File No. 333-256728), as filed with the SEC on June 2, 2021 (the “Registration
Statement”). The Staff’s comments are set forth below and are followed by the Company’s responses thereto. Capitalized
terms used but not defined herein have the meanings ascribed thereto in the Form 10-K, Form 10-Q, or Registration Statement,
as applicable.

Annual Report on Form 10-K for the fiscal year ended December 31,
2020

 1. Comment: Reference is made to Item 6, Selected Financial Data, of the Form 10-K. In future filings, please provide additional
yield figures based on total holdings held.

  Response: In future filings, the Company will revise
to include yield figures based on total holdings held, as requested by the Staff.

 2. Comment: Reference is made to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations,
of the Form 10-K. In future filings, please discuss the impact of non-recurring fees on earnings and/or yield. Please refer to the
AICPA expert panel meeting minutes dated September 19, 2014.

  Response: In future filings, the Company will discuss
the impact of non-recurring fees on earnings and/or yield, as requested by the Staff.

 3. Comment: Reference is made to Item 15, Exhibits and Financial Statement Schedules, of the Form 10-K. We note that the
Exhibit 31.2 Certificate, dated March 4, 2021, was signed by Susan Echard and that the agreement filed as Exhibit 10.13,
dated November 16, 2020, addressed to and signed by Ms. Echard indicated that her employment

Eversheds Sutherland (US) LLP is part
of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description
of the structure and a list of offices, please visit www.eversheds-sutherland.com.

    Ms. Lauren Hamilton,
    Staff Accountant

    July 26, 2021

    Page 2

  terminated with her last day of employment on November 25,
2020. Please refile the correct certificate dated as of a recent date.

  Response: The Company respectfully advises the Staff
that it has filed the correct certificate, dated as of a recent date, in connection with an exhibit only, amended Form 10-K filing.

 4. Comment: Reference is made to Item 8, Consolidated Financial Statements and Supplementary Data, of the Form 10-K. Please
explain what is contained in the line item “Other liabilities” in the Statement of Assets and Liabilities at December 31,
2020.

  Response: The Company respectfully advises the Staff
supplementally that “Other liabilities” in the Statement of Assets and Liabilities as of December 31, 2020 primarily
consist of equipment financing security deposits and lease liabilities, which are not deemed material and therefore not required to be
stated separately on the Statement of Assets and Liabilities (less than 5 percent of total liabilities).

 5. Comment: Reference is made to Item 8, Consolidated Financial Statements and Supplementary Data, of the Form 10-K and the
Statement of Cash Flows. Please describe what fixed assets are being depreciated and where those items are held on the Statement of Assets
and Liabilities.

  Response: The Company respectfully advises the Staff
supplementally that fixed assets are included in the line item “Other assets” in the Statement of Assets and Liabilities
of the Form 10-K and primarily reflect furniture, fixtures and computer equipment. These fixed assets are not deemed material and
therefore not required to be stated separately on the Statement of Assets and Liabilities (less than 5 percent of total assets).

 6. Comment: Reference is made to Item 8, Consolidated Financial Statements and Supplementary Data, of the Form 10-K and the
Schedule of Investments. In future filings, please include all disclosure required related to restricted securities.

  Response: In future filings, the Company will include
the additional disclosure, as requested by the Staff.

 7. Comment: Reference is made to Item 8, Consolidated Financial Statements and Supplementary Data, of the Form 10-K and the
Schedule of Investments. In future filings, please disclose a dividend rate, if known, for all preferred stock held by the Company as
part of the title of issue.

  Response: In future filings, the Company will disclose
a dividend rate, if known, for all preferred stock held by the Company as part of the title of issue, as requested by the Staff.

 8. Comment: Reference is made to Item 8, Consolidated Financial Statements and Supplementary Data, of the Form 10-K and Note
12. Selected Quarterly Data. We note that generally three years of quarterly data is provided to align with the Statements of Assets and
Liabilities. In future filings, please make sure the data provided aligns with the Statement of Operations and Statement of Changes in
Net Assets.

  Response: The Company respectfully notes to the Staff
supplementally that, as disclosed in the Form 10-K, the Company was formed on August 12, 2019 and commenced operations on January 16,
2020. Prior to January 16, 2020, the Company

    Ms. Lauren Hamilton,
    Staff Accountant

    July 26, 2021

    Page 3

     had no operations, except for immaterial matters related to its formation and organization
as a BDC. As a result and due to such immaterial matters, the Company does not intend to include quarterly financial information with
respect to the period of August 12, 2019 to December 31, 2019 in Note 12. Selected Quarterly Data, as the Company does not
believe that such immaterial financial information prior to the commencement of its operations on January 16, 2020 is helpful to
investors.

Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2021

 1. Comment: Under Debt Financing Costs on page 41 of the Form 10-Q, the disclosure states that “The Company 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 the stated maturity life of the obligations.” The disclosure in the Form 10-K for the year ended December 31,
2020, the debt issuance cost were amortized using the effective yield method. Has the Company changed its accounting methodology?

  Response: The Company respectfully advises the Staff
supplementally that the Company did not change its accounting methodology and that the disclosure difference referenced in the Staff’s
comment relates to a correction in the Form 10-Q relative to the Form 10-K. In both periods, the Company used the straight-line
method in accordance with ASC 835-30-35-4. Even though the Company consistently used the same accounting methodology, the Company respectfully
advises the Staff supplementally that there would be no material differences in the results in using either of such accounting methodologies.

 2. Comment: In Note 5. Borrowings, the Company states that “As of March 31, 2020 and December 31, 2020, the Company
was in compliance with the terms of the Credit Facility, the 2025 Notes Indenture, and the Convertible Notes Indenture.” Please
confirm the Company was also in compliance as of March 31, 2021.

  Response: The Company respectfully advises the Staff
supplementally that it was in compliance with the terms and conditions of the Credit Facility, the 2025 Notes Indenture, and the Convertible
Notes Indenture as of March 31, 2021.

Registration Statement on Form N-2 (File No. 333-256728)
filed on June 2, 2021

 1. Comment: We note that in the Portfolio Company table included in the Registration Statement, there were changes to strike prices
and shares held for various portfolio companies as compared to the disclosure in the Portfolio Company table included in the registration
statement filed with the SEC on May 18, 2021. Please explain why there were differences.

  Response: The Company respectfully advises the Staff
supplementally that the changes in the Portfolio Company table included in the Registration Statement as compared to the disclosure in
the Portfolio Company table included in the registration statement filed with the SEC on May 18, 2021 were to correct the strike
prices and shares for those portfolio companies. Such changes were not deemed material to the tables previously filed and will also be
reflected in the amendment to such registration statement initially filed on May 18, 2021 (File No. 333-256227).

    Ms. Lauren Hamilton,
    Staff Accountant

    July 26, 2021

    Page 4

*          *          *

If you have any questions or additional comments
concerning the foregoing, please contact me at (202) 383-0845 or Cynthia M. Krus at (202) 383-0218.

    Sincerely,

    /s/ Stephani M. Hildebrandt

    Stephani M. Hildebrandt

    cc:

    Steven L. Brown

    Sarah Stanton

    Cynthia M. Krus

CORRESP
1
filename1.htm

    Eversheds Sutherland (US) LLP

    700 Sixth Street, NW, Suite 700

    Washington, DC 20001-3980

    D: +1 202.383.0218

    F: +1 202.637.3593

    cynthiakrus@eversheds-sutherland.com

July 8, 2021

Via
EDGAR

Elena Stojic, Senior Counsel

Lauren Hamilton, Staff Accountant

Christian Sandoe, Assistant Director

Jay Williamson,
Branch Chief

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

 Re: Trinity Capital Inc.

Registration Statement on Form N-2

(File No. 333-256227)

Dear Ms. Stojic:

On behalf of Trinity Capital Inc. (the “Company”),
set forth below are the Company’s responses to the written comments provided by the staff of the Division of Investment Management
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) on June 17, 2021 regarding the Company’s
registration statement on Form N-2 (File No. 333-256227) (as amended, 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 May 18, 2021. The Staff’s comments are set forth below and are followed by the Company’s responses.
Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration Statement.

About this Prospectus (page ii)

 1. Explain why the second, third, and fourth sentences in the paragraph beginning “In addition, this
prospectus” are appropriate, given your overall responsibility for the disclosure you choose to include in your filings.

Response: The Company respectfully
advises the Staff that it has revised the disclosure referenced in the Staff’s comment so as not to imply that the Company does
not have overall responsibility for the disclosure included in its filings. Please see the changed pages attached hereto as Annex
A.

In addition, on a supplemental basis,
the Company respectfully advises the Staff that it believes that statistical and market data, including estimates, provide helpful information
to investors in understanding the Company’s market opportunities, but, as disclosed in the Prospectus, such information is based
on many assumptions and limitations and, accordingly, may be subject to uncertainty. The Company believes that it is important to disclose
these risks to investors and respectfully refers the Staff to similar disclosure by other issuers: Coupang, Inc., Prospectus dated
March 10, 2021 and filed on March 11, 2021 (File No. 333-253030); Coupang, Inc., Correspondence dated and filed on
February 25, 2021 (Comment Response No. 1) (File No. 333-253030); BlackRock TCP Capital Corp., Prospectus Supplement dated
February 2, 2021 and filed on February 4, 2021 (File No. 333-233317); Apollo Investment Corporation, Registration Statement
on Form N-2, as amended, filed on July 14, 2020 (File No. 333-238518); New Mountain Finance Corporation, Registration Statement
on Form N-2 filed on May 21, 2020 (File No. 333-238554); Prospect Capital Corporation, Registration Statement on Form N-2
filed on February 13, 2020 (File No. 333-236415); FS Multi-Alternative Income Fund, Prospectus dated and filed on August 5,
2019 (File No. 333-224312); and CION Investment Corporation, Prospectus dated and filed on September 25, 2018 (File No. 333-203683).

Eversheds
Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds
Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

    Elena Stojic, Senior Counsel

    Lauren Hamilton, Staff Accountant

    Christian Sandoe, Assistant Director

    Jay Williamson, Branch Chief

    July 8, 2021

    Page 2

Prospectus Summary (page 1)

 2. We refer you to comment response number one from your January 21, 2021 letter and ask that you reconfirm
that response generally and summarize the terms and conclusions of any valuation letter relied on with respect to conversion feature predominance
in the current offering.

Response: On a supplemental basis,
the Company reconfirms its comment response number one in its response letter to the Staff dated January 21, 2021, and respectfully
advises the Staff that, as discussed below, a valuation letter with respect to conversion feature predominance is only necessary in connection
with the issuance of convertible debt securities by an issuer and not in connection with resales by holders.

Consistent with the Staff’s position
in Bunker Hill Income Securities, Inc. (“Bunker Hill”),1 an October 29, 1982 SEC no-action
letter, the issuance of the Convertible Notes complied with and was permitted under the Investment Company Act of 1940, as amended (the
 “1940 Act”), including Section 61(a) thereof (“Section 61(a)”).

As you are aware, a BDC may only issue
convertible debt securities (“Convertible Debt”) in compliance with the requirements of Section 18(d) of the 1940
Act (“Section 18(d)”), as modified by Section 61(a), and/or consistent with SEC no-action and exemptive relief.
Under the 1940 Act, a BDC is permitted to issue warrants, options, or rights to subscribe to purchase or convert to voting securities
of the BDC, provided that the requirements of Section 18(d), as modified by Section 61(a), are satisfied. Bunker Hill,
however, provides relief from the limitations of Section 18(d) in certain circumstances, as discussed below. In issuing Bunker
Hill, the Staff relied on In the Matter of Alleghany Corp. (“Alleghany”),2 a 1956 SEC release.

As noted in comment response number
one in the Company’s response letter to the Staff dated January 21, 2021, the Company received a valuation letter (the “Valuation
Letter”) from Keefe, Bruyette & Woods, Inc. (“KBW”), the initial purchaser and placement agent in the
Convertible Notes offering, supporting and evidencing the fact that the Convertible Notes are structured such that basic security (the
note), rather than the conversion feature, constitutes the “dominant” value of the Convertible Notes. After reviewing and
considering certain variables and inputs based on existing market conditions, KBW confirmed in the Valuation Letter that the basic security
of the Convertible Notes represented greater than 90.0% of the value of the Convertible Notes and the conversion feature represented less
than 10.0% of the value of the Convertible Notes.

1
File No. 811-2392 (Sept. 29, 1982)

2
Release No. IC-2446 (Nov. 30, 1956).

    Elena Stojic, Senior Counsel

    Lauren Hamilton, Staff Accountant

    Christian Sandoe, Assistant Director

    Jay Williamson, Branch Chief

    July 8, 2021

    Page 3

 3. We note your disclosure that the Convertible Notes convert at a rate of 66.6667 shares of common stock
per $1,000 in principal, which is the equivalent of approximately $15 per share. Please clarify any premium or discount to par the Convertible
Notes were sold at and disclose the net asset value and market price per share as of the most proximate date preceding the Convertible
Notes sale.

Response: The Company respectfully
advises the Staff that it has revised its disclosure on pages 2, 3, 9 and 10 of the Prospectus in response to the Staff’s comment.
Please see the changed pages attached hereto as Annex A. The Company also respectfully advises the Staff that its common stock
began trading on the Nasdaq Global Select Market on January 29, 2021 – after the issuance of the Convertible Notes in December 2020.
Accordingly, the market price per share as of a proximate date preceding the issuance of the Convertible Notes is not included in such
revised disclosure.

Fees and Expenses (page 18)

 4. The final sentence in footnote 5 to the fees and expenses table discloses that the Company may “issue
additional debt securities or preferred stock.” Please confirm supplementally whether the Company currently intends to issue debt
securities or preferred stock within the next twelve months.

Response: The Company respectfully
advises the Staff supplementally that it does not currently intend to issue preferred stock within the next twelve months. The Company
further advises the Staff supplementally that it may issue debt securities within the next twelve months and has revised its disclosure
on pages 17 and 18 of the Prospectus accordingly. Please see the changed pages attached hereto as Annex A.

 5. The total annual expenses presented in the fee table is 10.79%. However, per the financial highlights
presented within the 3/31/2021 10-Q, the ratio of total expenses to average net assets is 13.6%. Please explain. Per the financial highlights
presented within the 3/31/2021 10-Q, the ratio of interest and credit facility expenses to average net assets is presented as 6.2% versus
the 4.76% presented in the fee table. Further, the review of the prospectus indicates that the amount of indebtedness outstanding has
increased to $235 million as of May 17, 2021 versus $220 million as of March 31, 2021. Please explain.

Response: The Company respectfully
advises the Staff supplementally that “interest payments on borrowed funds” and “total annual expenses” in the
Fees and Expenses table reflect the Company’s estimated annual expenses for the 2021 fiscal year on a forward looking basis as required
by Form N-2, whereas the financial highlights presented in the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2021 are based on actual expenses for the three months then ended. The Company respectfully refers the Staff to the
third full sentence in the first full paragraph in this section and to footnotes (4) and (5) to the Fees and Expenses table.
The Company believes that it is important to inform investors of its estimated expenses for the 2021 fiscal year.

The Company also respectfully advises
the Staff supplementally that total outstanding indebtedness increased from the quarter ended March 31, 2021 to May 17, 2021
as a result of additional borrowings under the Credit Agreement.

    Elena Stojic, Senior Counsel

    Lauren Hamilton, Staff Accountant

    Christian Sandoe, Assistant Director

    Jay Williamson, Branch Chief

    July 8, 2021

    Page 4

Price Range of Common Stock and Distributions
(page 21)

 6. On page 21, please provide the asterisked information for the Second Quarter in the table.

Response: The Company respectfully
advises the Staff that it has revised its disclosure on page 21 of the Prospectus to provide the asterisked information related to
cash dividends per share for the second quarter of 2021. Please see the changed pages attached hereto as Annex A.

The Company also respectfully advises
the Staff supplementally that the asterisked information related to the Company’s NAV for the second quarter of 2021 will not be
publicly available until the Company files with the SEC its Quarterly Report on Form 10-Q for such quarter (the “Form 10-Q”),
as the Company determines its NAV after the end of such quarter and generally will first disclose it to the public in the Form 10-Q.
If the Form 10-Q is filed with the SEC prior to the Registration Statement being declared effective, the Company will include such
asterisked information in the Prospectus.

Risk Factors (page 26)

 7. Please use clearer, more direct language to disclose the risk of possible dilution upon conversion of
the Convertible Notes under the subsections “The conversion rate of the Convertible Notes may not be adjusted for all dilutive events.”
Please similarly revise the subsection “Future sales of our common stock in the public market or the issuance of securities senior
to our common stock could adversely affect the trading price of our common stock and the value of the Convertible Notes and our ability
to raise funds in new stock offerings.”

Response: The Company respectfully
advises the Staff that it has revised its disclosure on pages 27 and 29 of the Prospectus in response to the Staff’s comment.
Please see the changed pages attached hereto as Annex A.

 8. Please consider adding language addressing the fact that the Company’s charter authorizes it to
issue a certain number of common stock and a majority of the Board may amend the charter to increase the number of shares the Company
may issue without stockholder approval, if true. Please describe the dilutive effect this could have on the Convertible Notes.

Response: The Company respectfully
advises the Staff that such disclosure is included in the risk factor entitled “A stockholder’s interest in us will be
diluted if additional shares of our common stock are issued in the future, which could reduce the overall value of an investment in us”
in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference into the Prospectus.
As such, the Company respectfully submits that its disclosure appropriately addresses such risk.

Control Share Acquisitions (page 104)

 9. Please affirmatively state whether the Company has opted-in to the Maryland Control Share Acquisition
Act and include related risk disclosure as appropriate.

Response: The Company respectfully
advises the Staff that it has revised its disclosure on page 105 of the Prospectus to affirmatively reflect that it has opted-out
of the Maryland Control Share Acquisition Act. Please see the changed pages attached hereto as Annex A. As result of having
opted-out of the Maryland Control Share Acquisition Act, the Company respectfully submits that its existing disclosure in the Prospectus,
as well as in the risk factor entitled “Provisions of the Maryland General Corporation Law (the “MGCL”) and our Charter
and Bylaws could deter takeover attempts and have an adverse effect on the price of our common stock” in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference into the Prospectus, appropriately
disclose the related risks.

    Elena Stojic, Senior Counsel

    Lauren Hamilton, Staff Accountant

    Christian Sandoe, Assistant Director

    Jay Williamson, Branch Chief

    July 8, 2021

    Page 5

Incorporation of Certain Information by Reference
(page 120)

 10. In this section and in Part C, please revise to comply with FAST Act requirements, including adding
a hyperlink to documents incorporated by reference. See FAST Act Modernization and Simplification of Regulation S-K Release No. 33-10618
(March 20, 2019).

Response: The Company respectfully
advises the Staff that it has revised page 119 of the Prospectus and Part C in response to the Staff’s comment. Please
see the changed pages attached hereto as Annex A.

Part C

 11. Please confirm supplementally that the Company will include as an exhibit to a post-effective amendment
filed pursuant to Rule 462(d) under the 1933 Act the final version of any agreement filed as a “form of” exhibit
to the registration statement.

Response: The Company respectfully
advises the Staff supplementally that it does not currently expect to file any exhibits to the Registration Statement pursuant to a post-effective
amendment thereto filed pursuant to Rule 462(d) under the 1933 Act, as it expects to incorporate by reference consistent with
SEC rules and requirements and market practice. The Company also respectfully notes that the Registration Statement regards resales
by holders of the Convertible Notes and is unlike a universal shelf registration statement regarding new issuances by an issuer in which
certain form of agreements (such as a form of underwriting agreement) will be included or referenced as an exhibit with the final execution
versions to be subsequently filed or incorporated by reference.

Further, the Company respectfully advises
the Staff that the only “form of” exhibits included in the Registration Statement are Exhibit (d)(6) Form of
7.00% Note due 2025 (which is incorporated by reference to Exhibit (d)(5) thereto), Exhibit (d)(8) Form of

June 17, 2021

VIA E-MAIL

Steven L. Brown Chief Executive Officer Trinity Capital Inc. 3075 West Ray Road Suite 525 Chandler, Arizona 85226
Re: Trinity Capital Inc. N-2 (File No. 333-256227)

Dear Mr. Brown,

On May 18, 2021, you filed a registration statement on Form N-2 on behalf of Trinity
Capital Inc. (the “ Company ”).  The Company is a closed-end management investment
company registered under the Investment Company Act of 1940 (“1940 Act”).

Our comments are set forth below. Wher e a comment is made with regard to the
disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement.  About This Prospectus (ii)
1. Explain why the second, third, and fourth sentences in the paragraph beginning “In
addition, this prospectus” are appropriate, given your overall responsibility for the
disclosure you choose to include in your filings.

Prospectus Summary (page 1)
2. We refer you to comment response number one from your January 21, 2021 letter and ask
that you reconfirm that response generally a nd summarize the terms and conclusions of
any valuation letter relied on with respect to conversion feature predominance in the
current offering.

Mr. Steven L. Brown
June 17, 2021 Page 2 of 4

3. We note your disclosure that the Convertible Notes convert at a rate of 66.6667 shares of
common stock per $1,000 in principal, which is the equivalent of approximately $15 per
share.  Please clarify any premium or discount to par the Convertible Notes were sold at and disclose the net asset value and market price per share as of the most proximate date preceding the Convertible Notes sale.
 Fees and Expenses (page 18)

4. The final sentence in footnote 5 to the fees and expenses table discloses that the
Company may “issue additional deb t securities or preferred stock. ” Please confirm
supplementally whether the Company currently intends to issue debt securities or preferred stock within the next twelve months.
5. The total annual expenses presented in the fee table is 10.79%.  However, per the
financial highlights presented within the 3/31/2021 10-Q, the ratio of total expenses to average net assets is 13.6%.  Please explain.  Per the financial highlights presented within the 3/31/2021 10-Q, the ratio of interest and credit facility expenses to average net assets
is presented as 6.2% versus the 4.76% presented in the fee table. Further, the review of
the prospectus indicates that the amount of indebtedness outstanding has increased to
$235 million as of May 17, 2021 versus $220 million as of March 31, 2021.  Please explain.

Price Range of Common stock and Distributions (page 21)
6. On page 21, please provide the asterisked infor mation for the Second Quarter in the table.

Risk Factors (page 26)

7. Please use clearer, more direct language to disclose the risk of possible dilution upon
conversion of the Convertible Notes under the subsections “The conversion rate of the
Convertible Notes may not be adjusted for all dilutive events.”  Please similarly revise the
subsection “Future sales of our common stock in the public market or the issuance of securities senior to our common stock could adversely affect the trading price of our common stock and the value of the Convertible  Notes and our ability to raise funds in
new stock offerings. ”

8. Please consider adding language addressing the fact that t he Company’s charter
authorizes it to issue a certain number of common stock and a majority of the Board may
amend the charter to increase the number of shares the Company may issue without stockholder approval, if true.  Please describe the dilutive effect this could have on the
Convertible Notes.

Mr. Steven L. Brown
June 17, 2021 Page 3 of 4

Control Share Acquisitions (page 104)

9. Please affirmatively state whether the Company has opted-in to the Maryland Control
Share Acquisition Act and include related risk disclosure as appropriate.
Incorporation of Certain Information by Reference (page 120)

10. In this section and in Part C, please revise to comply with FAST Act requirements,
including adding a hyperlink to documents incorporated by reference. See FAST Act Modernization and Simplification of Regulati on S-K Release No. 33-10618 (March 20,
2019).

PART C

11. Please confirm supplementally that the Compan y will include as an exhibit to a post-
effective amendment filed pursuant to Rule 462(d) under the 1933 Act the final version of any agreement filed as a “form of” exhibit to the registration  statement.

Mr. Steven L. Brown
June 17, 2021 Page 4 of 4

* * *

Responses to this letter should be made in a le tter to me filed on Edgar and in the form
of a pre-effective amendment filed pursuant to Rule 472 under the Securities Act. Where no change will be made in the filing in response to a comment, please indicate this fact in the
letter to us and briefly state the basis for your position.
You should review and comply with all applicable requirements of the federal securities
laws in connection with the preparation and distribution of preliminary prospectuses.

Although we have completed our initial review  of the registration statement, the filing
will be reviewed further after we receive your response. Therefore, we reserve the right to
comment further on the registration statement and any amendments. After we have resolved all
issues, the Company and its underwriter must requ est acceleration of the effective date of the
registration statement.

In closing, we remind you that the Company and its management are responsible
for the accuracy and adequacy of their disclosures in the registration statement, notwithstanding any review, comments, acti on, or absence of action by the staff.

Should you have any questions prior to fili ng a pre-effective amendment, please feel
free to contact me at 202-551-7565 or stojice@sec.gov  or Lauren Hamilton, Staff Accountant,
at (212) 336-7274 or hamiltonlau@sec.gov .

Sincerely,

/s/ Elena Stojic
Senior Counsel

cc:  Christian Sandoe, SEC
Jay Williamson, SEC Cynthia M. Krus, Eversheds Sutherland LLP Stephani M. Hildebrandt, Eversheds Sutherland LLP

CORRESP
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  Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001-3980

D: +1 202.383.0176

F: +1 202.637.3593

cynthiakrus@eversheds-sutherland.com

April 23, 2021

Via EDGAR

Elena Stojic

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

 Re: Trinity Capital Inc. – Preliminary
                                            Proxy Statement

Dear Ms. Stojic:

On behalf of Trinity Capital Inc. (the “Company”),
set forth below are the Company’s responses to the comments provided by the staff of the Division of Investment Management (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) to the Company via telephone on April 19,
2021 regarding the Company’s preliminary proxy statement (the “Proxy”) as filed with the SEC on April 9, 2021.
The Staff’s comments are set forth below and are followed by the Company’s responses thereto. Where applicable, revisions
to the Proxy referenced in the below response are set forth in Annex A hereto, which will be included in the Company’s definitive
proxy statement to be filed with the SEC. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Proxy.

 1. Please confirm supplementally that holding
                                            a meeting by means of remote communication is consistent with applicable state law and the
                                            Company’s governing documents. In your response, please include citations to such applicable
                                            state law and the Company’s governing documents. Also, please advise whether the Company
                                            contemplates any intentional changes to the virtual meeting experience when compared to an
                                            in-person meeting. For example, will investors be able to ask questions and/or make statements
                                            to the same extent in a virtual meeting as in an in-person meeting. In addition, please consider
                                            providing a technical assistance phone number for stockholders to use if they experience
                                            “day of” problems logging on, hearing, or being heard at the virtual meeting.

Response: The Company respectfully
advises the Staff that it has reviewed applicable Maryland law and the Company's governing documents, including its charter and bylaws,
and has determined that holding a virtual meeting is permissible thereunder. The Company respectfully refers the staff to Section 2-503(b)(1) of
the Maryland General Corporation Law, which provides, in relevant part, that if a board of directors is authorized to determine the place
of a meeting of stockholders, the board of directors may determine that the meeting not be held at any place, but instead may be held
solely by means of remote communication. The Company also respectfully refers the Staff to Section 1 of Article II of the Company’s
bylaws, which authorizes the Company’s Board of Directors to determine the place at which a meeting of stockholders will be held
and does not prohibit holding a stockholder meeting by remote communication.

The Company further advises the Staff
that the Company does not contemplate any intentional changes to the virtual meeting experience as compared to an in-person meeting.
The virtual meeting experience will be substantially similar to an in-person meeting in that stockholders will be able to ask questions,
vote and make statements to the same extent as in an in-person meeting.

Eversheds Sutherland (US) LLP is part
of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description
of the structure and a list of offices, please visit www.eversheds-sutherland.com.

    Elena Stojic

    April 23, 2021

    Page 2

In addition, the Company advises the
Staff that it has included disclosure regarding how to access technical assistance on pages 1 and 4 of the Proxy in response to
the Staff’s comment. Please see the changed pages attached hereto as Annex A.

 2. On page 1 of the Proxy, under the
                                            heading “What is the date of the Annual Meeting, where will it be held, and how can
                                            I participate virtually?”, the Company discloses that a stockholder must first obtain
                                            a legal proxy. Please confirm that requiring a legal proxy instead of proof of ownership
                                            is the market standard for participating in stockholder meetings.

Response: The Company respectfully
advises the Staff that requiring a legal proxy is the market standard for participating in stockholder meetings.

The Company respectfully refers the
Staff to similar requirements included in other BDCs’ proxy statements for stockholder meetings, including (a) BlackRock Capital
Investment Corporation, Definitive Proxy Statement on Schedule 14A filed on March 17, 2021 (File No. 814-00712); (b) Goldman
Sachs BDC, Inc., Definitive Proxy Statement on Schedule 14A filed on April 2, 2019 (File No. 814-00998); (c) Hancock
Park Corporate Income, Inc., Definitive Proxy Statement on Schedule 14A filed on October 21, 2020 (File No. 814-01185);
(d) Newtek Business Services Corp., Definitive Proxy Statement on Schedule 14A filed on April 29, 2020 (File No. 814-01035);
and (e) PhenixFIN, Definitive Proxy Statement on Schedule 14A filed on February 26, 2021 (File No. 814-00818).

 3. In the first full paragraph on page 2
                                            of the Proxy, the Company discloses that the ability to hold a stockholder vote on the proposals
                                            regarding the 2019 Trinity Capital Inc. Long-Term Incentive Plan and the Trinity Capital
                                            Inc. 2019 Non-Employee Director Restricted Stock Plan is contingent upon receiving an exemptive
                                            order from the SEC with respect to such plans. On a supplemental basis, please provide the
                                            Staff with an update on the status of such exemptive order.

Response: The Company respectfully
advises the Staff that on April 22, 2021 it received additional comments on its exemptive application from members of the Staff,
which do not impact or change the current disclosure in the Proxy. The Company is reviewing and responding to such comments, and will
file an amended exemptive application as soon as possible.

 4. On page 5 of the Proxy, under the
                                            heading “Quorum Required,” please explain why counting broker non-votes as present
                                            for purposes of establishing a quorum is appropriate, given the fact that none of the proposals
                                            permit broker discretionary voting.

Response: The Company respectfully
advises the Staff that under §2-506(a)(1) of the MGCL, a quorum is determined by counting the number of shares held by persons
who are present “in person or by proxy.” A stockholder who is physically or virtually present at a meeting should be counted
as “present” for purposes of determining the existence of a quorum, whether or not the stockholder votes. The same rule applies
to a stockholder who is “present . . . by proxy . . . .” That is, if a stockholder returns a properly executed proxy or otherwise
authorizes a proxy (and the proxy holder attends the meeting or properly submits the proxy), he or she should be counted as present “by
proxy,” whether he or she votes on all matters, only some matters or no matters at all.

    Elena Stojic

    April 23, 2021

    Page 3

In addition, Section 6 of the
Company’s bylaws contains a corresponding provision: “The presence in person or by proxy of the holders of shares of stock
of the Corporation entitled to cast a majority of the votes entitled to be cast (without regard to class) shall constitute a quorum at
any meeting of the stockholders, except with respect to any such matter that, under applicable statutes or regulatory requirements, requires
approval by a separate vote of one or more classes of stock, in which case the presence in person or by proxy of the holders of shares
entitled to cast a majority of the votes entitled to be cast by each such class on such a matter shall constitute a quorum. This section
shall not affect any requirement under any statute or the charter of the Corporation for the vote necessary for the adoption of any measure.”

Therefore, deeming a “broker
non-vote” (i.e., a proxy provided with no instructions on how the shares should be voted) present at the Annual Meeting is consistent
with the MGCL.

The Company acknowledges that because
there are no "routine" proposals to be voted on by stockholders at the Annual Meeting, it does not expect to receive any broker
non-votes. Accordingly, the Company does not expect there to be any broker non-votes for purposes of establishing a quorum at the Annual
Meeting. The Company has revised page 5 of the Proxy to include clarifying disclosure in response to the Staff’s comment.
Please see the changed pages attached hereto as Annex A.

 5. Footnote 8 on page 10 of the Proxy,
                                            under the heading “Security Ownership of Management and Certain Beneficial Owners,”
                                            references the Company’s issuance of the Convertible Notes. Please tell us about the
                                            initial issuance of the Convertible Notes and how it was conducted in compliance with the
                                            laws and rules governing BDC securities issuances. Please also confirm whether any current
                                            proposal must be approved in connection with the potential conversion of any Convertible
                                            Notes into shares of the Company’s common stock.

Response: The Company respectfully
advises the Staff supplementally that, consistent with the Staff’s position in Bunker Hill Income Securities, Inc. (“Bunker
Hill”),1 an October 29, 1982 SEC no-action letter, the issuance of the Convertible Notes complied with and was
permitted under the 1940 Act, including Section 61(a) thereof. The Company respectfully refers the Staff to its response to
Comment 1 in its correspondence with the Staff dated January 21, 2021, which comment was received with respect to the Company’s
Registration Statement on Form N-2 (File No. 333-251395).

The Company also confirms to the Staff
that none of the proposals to be voted on by stockholders at the Annual Meeting must be approved in connection with the potential conversion
of any Convertible Notes into shares of the Company’s common stock.

 6. In the second full paragraph on page 33
                                            of the Proxy, under the heading “Status as a BDC and RIC and Maintaining a Favorable
                                            Asset-to-Debt Ratio,” the Company makes reference to “unrealized write-downs.”
                                            Please disclose whether the Company has experienced any unrealized write-downs with respect
                                            to any of its investments.

Response: The Company respectfully
advises the Staff that it has revised its disclosure on page 34 of the Proxy in response to the Staff’s comment. Please see
the changed pages attached hereto as Annex A.

1
File No. 811-2392 (Sept. 29, 1982).

    Elena Stojic

    April 23, 2021

    Page 4

 7. Regarding Proposal 3, please disclose
                                            on page 39 of the Proxy that a “required majority” (as defined in Section 57(o) of
                                            the 1940 Act) of the Board approved this proposal.

Response: The Company respectfully
advises the Staff that it has revised its disclosure on page 40 of the Proxy in response to the Staff’s comment. Please see
the changed pages attached hereto as Annex A.

 8. In the fourth full paragraph under the
                                            heading “Background and Reasons” on page 39 of the Proxy, the Company makes
                                            reference to “changes in the U.S. capital markets.” Please specify these changes
                                            in the market conditions and whether the Company expects these market conditions to persist
                                            for an extended period of time.

Response: The Company respectfully
advises the Staff that it has revised its disclosure on page 40 of the Proxy in response to the Staff’s comment. Please see
the changed pages attached hereto as Annex A.

 9. We note that Proposals 4 and 5 require
                                            exemptive relief from the SEC and the Company’s disclosure indicating that it will
                                            move forward with these proposals only if it receives the SEC Order. On a supplemental basis,
                                            please (1) confirm that the disclosure in the Proxy reflects in all material respects
                                            the terms and conditions of the Company’s current exemptive application, and (2) explain
                                            how the Company intends to proceed if it is required to amend its exemptive application,
                                            including any material provision, and then receives the SEC Order prior to the Annual Meeting.
                                            Also, to the extent the SEC Order may contain terms and conditions that would restrict flexibility
                                            under the other proposals in the Proxy, please ensure your disclosure explains that fact
                                            and includes a brief discussion of any policies and procedures to ensure compliance. In particular,
                                            the Staff references the 25% limit disclosed in condition No. 2 under the heading “SEC
                                            Order and Limitation on Employee Awards” on page 45 of the Proxy with respect
                                            to Proposal 4 and a similar 25% limit under the heading “Conditions to Issuance”
                                            on page 40 of the Proxy with respect to Proposal 3.

Response: The Company respectfully
advises the Staff that it has revised its disclosure on pages 30, 43 and 46 of the Proxy for clarity in response to the Staff’s
comment. Please see the changed pages attached hereto as Annex A.

The Company also advises the Staff
that it intends to keep stockholders updated with respect to developments related to the exemptive application, including any amendments
and material changes thereto, the SEC Order, and the ability to hold a vote on Proposals 4 and 5. In that regard, the Company will file
with the SEC as additional proxy materials or a supplement to the Proxy any such updates and developments that it provides to stockholders.

The Company further advises the Staff
that it does not expect the SEC Order to contain terms and conditions that would restrict flexibility under the other proposals in the
Proxy. The Company notes that under Section 61(a)(4) of the 1940 Act, the 25% limit referenced by the Staff is the same condition
for issuances of the Company’s securities pursuant to Proposals 3, 4 and 5, except for the qualification with respect thereto set
forth in Proposals 4 and 5, and applies equally and not separately to such iss

CORRESP
1
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    Eversheds Sutherland (US) LLP

    700 Sixth Street, NW, Suite 700

    Washington, DC 20001-3980

    D:
    +1 202.383.0845

    F: +1 202.637.3593

    StephaniHildebrandt@

    eversheds-sutherland.com

April 8, 2021

Via Edgar

U.S. Securities and Exchange Commission

100
F Street, NE

Washington, D.C. 20549

 Re: Trinity Capital Inc. – Preliminary Proxy Statement
on Schedule 14A

Dear Sir or Madam:

On behalf of Trinity Capital Inc., we are filing
a Preliminary Proxy Statement on Schedule 14A pursuant to the rules and regulations of the Securities Exchange Act of 1934.

Please call me at (202) 383-0845 or Cynthia Krus
at (202) 383-0218 if you have any questions or comments regarding the foregoing.

Sincerely,

/s/ Stephani Hildebrandt

    cc:

    Steven L. Brown, Trinity Capital Inc.

    Cynthia M. Krus, Eversheds Sutherland (US) LLP

    Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

CORRESP
1
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January 27,
2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

Attention: Anu Dubey and Lauren Hamilton

100 F Street, N.E.

Washington, D.C. 20549

Re: Trinity Capital Inc.

Registration Statement on Form N-2 (File
No. 333-251395)

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Keefe, Bruyette & Woods, Inc., Wells Fargo Securities, LLC and UBS Securities
LLC, on behalf of the several Underwriters, hereby join in the request of Trinity Capital Inc. that the effective date of the above-captioned
Registration Statement, as amended, be accelerated so that the same will become effective on January 28, 2021 at 3:00 p.m., Eastern
Time, or as soon as practicable thereafter.

The following is supplemental information supplied under Rule
418(a)(7) and Rule 460 under the Securities Act of 1933, as amended:

 (i) Date of preliminary prospectus: January 21, 2021;

 (ii) Date of distribution: January 21, 2021 through January
28, 2021;

 (iii) Number of prospective underwriters to whom the preliminary prospectus was furnished: 7;

 (iv) Number of prospectuses so distributed: approximately
350; and

 (v) We have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

KEEFE, BRUYETTE & WOODS, INC.

WELLS FARGO SECURITIES, LLC

UBS SECURITIES LLC

On behalf of themselves and
the several Underwriters

    KEEFE, BRUYETTE & WOODS, INC.

    By:
    /s/ Allen G. Laufenberg

    Name: Allen G. Laufenberg

    Title: Managing Director

    WELLS FARGO SECURITIES, LLC

    By:
    /s/ Lear Beyer

    Name: Lear Beyer

    Title: Managing Director

    UBS SECURITIES LLC

    By:
    /s/ James Anderson

    Name: James Anderson

    Title: Executive Director

    By:
    /s/ Abhi Sinha

    Name: Abhi Sinha

    Title: Director

[Trinity Capital
Inc. – IPO Underwriters Acceleration Request]

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TRINITY CAPITAL INC.

3075 West Ray Road

Suite 525

Chandler, Arizona 85226

January 27,
2021

Via
EDGAR

United States Securities and Exchange Commission

Division of Investment Management

Attention: Anu Dubey and Lauren Hamilton

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Trinity Capital Inc.

        Registration
        Statement on Form N-2 (File No. 333-251395)

Dear Ms. Dubey:

Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Trinity Capital Inc. (the “Registrant”) hereby requests acceleration
of the effective date of the Registrant’s Registration Statement on Form N-2, as amended (File No. 333-251395), to 3:00 p.m.
Eastern Time on January 28, 2021, or as soon thereafter as is practicable.

*         *        *

If you have any questions concerning the
foregoing, please contact Stephani M. Hildebrandt of Eversheds Sutherland (US) LLP, legal counsel to the Registrant, at (202) 383-0845.

    Sincerely,

    Trinity Capital Inc.

    By:
    /s/ Sarah Stanton

    Name:
       Sarah Stanton

    Title:
        General Counsel

CORRESP
1
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    Eversheds Sutherland
        (US) LLP

        700 Sixth Street, NW,
        Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0176

        F: +1 202.637.3593

        cynthiakrus@eversheds-sutherland.com

January 21, 2021

Anu Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

Michael Spratt

Michael Shaffer

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

    Re:
    Trinity Capital Inc.

    Registration Statement on Form N-2

    (File No. 333-251395)

Dear Ms. Dubey:

On behalf
of Trinity Capital Inc. (the “Company”), set forth below are the Company’s responses to the oral legal and accounting
comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange
Commission (the “SEC”) on January 6, 2021 regarding the Company’s registration statement on Form N-2 (File No.
333-251395) (as amended, the “Registration Statement”), including the prospectus contained therein (the “Prospectus”),
which was publicly filed with the SEC under the Securities Act of 1933, as amended, on December 16, 2020. The Staff’s comments
are set forth below and are followed by the Company’s responses. Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Registration Statement.

LEGAL COMMENTS

Prospectus
Summary (page 3)

 1. Reference is made to the Company’s 6.00%
Convertible Notes due 2025 (the “Convertible Notes”). Please explain supplementally
how the issuance of the Convertible Notes complies with Section 61(a) of the Investment Company Act of 1940, as amended (the “1940
Act”).

Response: The
Company respectfully advises the Staff supplementally that, consistent with the Staff’s position in Bunker Hill Income
Securities, Inc. (“Bunker Hill”),1
an October 29, 1982 SEC no-action letter, the issuance of the Convertible Notes complied with and was permitted under the Investment
Company Act of 1940, as amended (the “1940 Act”), including Section 61(a) thereof (“Section 61(a)”).

As
you are aware, a business development company (“BDC”) may only issue convertible debt securities (“Convertible
Debt”) in compliance with the requirements of Section 18(d) of the 1940 Act (“Section 18(d)”), as modified by
Section 61(a), and/or consistent with SEC no-action and exemptive relief. Under the 1940 Act, a BDC is permitted to issue warrants,
options, or rights to subscribe to purchase or convert to voting securities of the BDC, provided that the requirements of Section
18(d), as modified by Section 61(a), are satisfied. Bunker Hill, however, provides relief from the limitations of Section
18(d) in certain circumstances, as discussed below. In issuing Bunker Hill, the Staff relied on In the Matter of Alleghany
Corp. (“Alleghany”),2
a 1956 SEC release.

1
File No. 811-2392 (Sept. 29, 1982).

2
Release No. IC-2446 (Nov. 30, 1956).

Eversheds
Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under
Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 2

Alleghany
involved a registered closed-end fund3
requesting SEC exemptive relief from the application of Section 18(d) with respect to the exchange of existing preferred stock
for a new series of convertible preferred stock, which were deemed to be a “right to purchase” under Section 18(d)
and subject to the limitations thereof. Alleghany stands for the proposition that a derivative security, such as Convertible
Debt, should be viewed analytically as consisting of two components – the basic security and the conversion feature. To the
extent that the value of the conversion feature is “dominant” vis-à-vis the value of the entire instrument,
the instrument should be deemed to be covered by Section 18(d) and subject to the limitations thereof. However, if the basic security,
rather than the conversion feature, constitutes the “dominant” value of the instrument, then the instrument would not
be considered to include a warrant or right to purchase within the meaning of Section 18(d) and, thus, could be issued without
constraint under the 1940 Act. It would, however, constitute a senior security for purposes of the asset coverage test of the 1940
Act.

In
Bunker Hill, the Staff squarely acknowledged the precedential value of Alleghany. There, the Staff stated that it
was its position that “where the conversion feature predominates among a security’s investment characteristics, the
bar of Section 18(d) applies, and where it does not, Section 18(d) does not apply.”

Consistent
with the Staff’s position in Bunker Hill, the Convertible Notes are structured such that basic security (the note),
rather than the conversion feature, constitutes the “dominant” value of the Convertible Notes. As such, the basic security
predominates among the Convertible Notes’ investment characteristics, and the Convertible Notes are not considered to include
a warrant or right to purchase within the meaning of Section 18(d) and, thus, could be issued without constraint under the 1940
Act.

Similar
to other BDCs’ Convertible Debt offerings, the Company received a valuation letter (the “Valuation Letter”) from
Keefe, Bruyette & Woods, Inc. (“KBW”), the initial purchaser and placement agent in the Convertible Notes offering,
supporting and evidencing this. After reviewing and considering certain variables and inputs based on existing market conditions,
KBW confirmed in the Valuation Letter that the basic security of the Convertible Notes represented greater than 90.0% of the value
of the Convertible Notes and the conversion feature represented less than 10.0% of the value of the Convertible Notes.

Accordingly,
the issuance of the Convertible Notes was not subject to the requirements of Section 18(d), as modified by Section 61(a), and could
be issued without constraint under the 1940 Act.

The
Company also respectfully refers the Staff to the following similar Convertible Debt offerings completed by other BDCs: Ares Capital
Corporation, Prospectus Supplement dated March 5, 2019 and filed on March 7, 2019 (File No. 333-223482); Prospect Capital Corporation,
Prospectus Supplement dated February 27, 2019 and filed on February 28, 2019 (File No. 333-227124); Goldman Sachs BDC, Inc., Prospectus
Supplement dated June 28, 2018 and filed on June 29, 2018 (File No. 333-224296); New Mountain Finance Corporation, Prospectus Supplement
dated August 15, 2018 and filed on August 16, 2018 (File No. 333-218040); GSV Capital Corp. (now known as SuRo Capital Corp.),
Prospectus Supplement dated March 22, 2018 and filed on March 27, 2018 (File No. 333-191307); BlackRock Capital Investment Corporation,
Prospectus Supplement dated June 7, 2017 and filed on June 9, 2017 (File No. 333-216928); and Capitala Finance Corp., Prospectus
Supplement dated May 23, 2017 and filed on May 24, 2017 (File No. 333-204582).

3
BDCs were not added to the statute until 1980.

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 3

 2. Reference is made to the disclosure regarding
the Convertible Notes on page 3 of the Prospectus. Please disclose the conversion rate.

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 3 of the Prospectus in response to the Staff’s
comment. Please see the changed pages attached hereto as Annex A.

The
Offering Summary (page 10)

 3. Reference is made to the defined term “Private
Common Stock Offering” on page 10 of the Prospectus. Please revise the disclosure
to define the term at first use or indicate that it is defined later in the Prospectus.

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 10 of the Prospectus in response to the Staff’s
comment. Please see the changed pages attached hereto as Annex A.

Fees
and Expenses (page 15)

 4. The final sentence in footnote 5 to the fees and expenses table
discloses that the Company may “issue additional debt securities or preferred stock”. Please confirm supplementally
whether the Company currently intends to issue debt securities or preferred stock within the next twelve months.

Response: The
Company respectfully advises the Staff supplementally that it does not currently intend to issue debt securities or preferred stock
within the next twelve months.

Risk
Factors (pages 54, 63–66)

 5. Please disclose the risk of possible dilution upon conversion
of the Convertible Notes under the subsection “Risks Related to an Investment in Our Common Stock” beginning on page
54 of the Prospectus.

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 56 of the Prospectus in response to the Staff’s
comment. Please see the changed pages attached hereto as Annex A.

 6. Reference is made to the first full risk factor on page 63 of
the Prospectus. Please briefly describe in plain English the meaning of a “fundamental change.”

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 63 of the Prospectus in response to the Staff’s
comment. Please see the changed pages attached hereto as Annex A.

 7. Reference is made to the first sentence of the third full paragraph of the second full risk factor
on page 64 of the Prospectus and the first sentence of the last full paragraph on page 65 of the Prospectus related to there being
no market for the Convertible Notes and the registration rights granted to the holders thereof. Please reconcile the referenced
disclosure.

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 4

Response: The
Company respectfully advises the Staff that it has revised its disclosure on pages 64 and 65 of the Prospectus in response to the
Staff’s comment. Please see the changed pages attached hereto as Annex A.

 8. Reference is made to the second sentence of the first full risk factor on page 66 of the Prospectus
that includes a reference to 30 days following December 4, 2020. Please update the referenced disclosure as necessary as such time
period has passed.

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 66 of the Prospectus in response to the Staff’s
comment. Please see the changed pages attached hereto as Annex A.

 9. Reference is made to the last risk factor on page 66 of the Prospectus. Please briefly describe
in plain English the meaning of a “make-whole adjustment event”.

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 67 of the Prospectus in response to the Staff’s
comment. Please see the changed pages attached hereto as Annex A.

ACCOUNTING COMMENTS

Senior
Securities (page 117)

 1. The total asset coverage per unit as of September 30, 2020 (unaudited)
is disclosed as $1,989 in the Senior Securities table on page 117 of the Prospectus. Elsewhere in the Prospectus, the Company’s
asset coverage ratio is disclosed as 198.6%. Please explain or reconcile these disclosure differences.

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 117 of the Prospectus in response to the Staff’s
comment. Please see the changed pages attached hereto as Annex A.

 2. Please include a footnote to the Senior Securities table on page 117 of the Prospectus regarding
the issuance of the Convertible Notes, including the amount issued and the Company’s estimated asset coverage ratio following
the issuance of the Convertible Notes.

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 117 of the Prospectus in response to the Staff’s
comment. Please see the changed pages attached hereto as Annex A.

*	     *	     *

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 5

If you
have any questions or additional comments concerning the foregoing, please contact me at (202) 383-0218 or Stephani M. Hildebrandt
at (202) 383-0845.

    Sincerely,

    /s/ Cynthia M. Krus

    Cynthia M. Krus

    cc:

        Steven L. Brown

        Stephani M. Hildebrandt

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 6

ANNEX A

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 7

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 8

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 9

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 10

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 11

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 12

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 13

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 14

    Anu
                           Dubey, Senior Counsel

Lauren Hamilton, Staff Accountant

January 21, 2021

Page 15

CORRESP
1
filename1.htm

TRINITY CAPITAL INC.

3075 West Ray Road

Suite 525

Chandler, Arizona 85226

October 20,
2020

Via
EDGAR

U.S. Securities and Exchange Commission

Attention: Anu Dubey

100 F Street, N.E.

Washington, D.C. 20549

 Re: Trinity Capital Inc.

Registration
Statement on Form N-2 (File No. 333-248850)

Dear Ms. Dubey:

Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Trinity Capital Inc. (the “Registrant”) hereby requests acceleration
of the effective date of the Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No.
333-248850) to 4:00 p.m. Eastern Time on October 20, 2020, or as soon thereafter as is practicable.

* * *

If you have any questions concerning the
foregoing, please contact Stephani M. Hildebrandt of Eversheds Sutherland (US) LLP, legal counsel to the Registrant, at (202) 383-0845.

    Sincerely,

    Trinity
Capital Inc.

    By:
/s/ Sarah Stanton____________

Name:
Sarah Stanton____________

Title:
General Counsel___________

CORRESP
1
filename1.htm

    Eversheds Sutherland
        (US) LLP

        700 Sixth Street, NW

        Suite 700

        Washington DC, 20010

        Direct: 202.383.0218

        cynthiakrus@eversheds-sutherland.com

October 19, 2020

Via
EDGAR

U.S. Securities and Exchange Commission

Attention: Anu Dubey

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Trinity Capital Inc.

        Registration Statement on Form N-2 (File No. 333-248850)

Dear Ms. Dubey:

On behalf of Trinity Capital Inc. (the “Registrant”),
and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective
date of the Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 to 4:00 p.m. Eastern Time
on October 20, 2020, or as soon thereafter as is practicable.

*            *            *

If you have any questions or additional
comments concerning the foregoing, please contact the undersigned at (202) 383-0218.

    Sincerely,

    /s/ Cynthia M. Krus

    Cynthia M. Krus

Eversheds
Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under
Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

CORRESP
1
filename1.htm

        Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001-3980

D: +1 202.383.0218

F: +1 202.637.3593

cynthiakrus@eversheds-sutherland.com

October 19, 2020

Anu Dubey, Senior Counsel

Michael Spratt

Michael Shaffer

Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

 Re: Trinity Capital Inc.

Registration
Statement on Form N-2

(File
No. 333-248850)

Dear Ms. Dubey:

On behalf
of Trinity Capital Inc. (the “Company”), set forth below are the Company’s responses to the oral comments provided
by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
 “SEC”) on September 21, 2020 regarding the Company’s registration statement on Form N-2 (File No. 333-248850)
(as amended, 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 September 16, 2020. The Staff’s comments
are set forth below and are followed by the Company’s responses. Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Registration Statement.

PROSPECTUS

Risk
Factors

 1. The disclosure on page 24 of the Registration
Statement sets forth a risk factor regarding risks associated with a downgrade, suspension or withdrawal of the credit rating assigned
by Egan Jones to the Notes. Please file a consent of Egan Jones as an exhibit to the Registration
Statement. See Rule 436(a) of the Securities Act.

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 24 of the Registration Statement to remove references
to Egan Jones and the credit rating assigned thereby to the Notes. Accordingly, the Company will not file a consent of Egan Jones
as an exhibit to the Registration Statement.

 2. Reference is made to the Company’s risk factor disclosure regarding the geographic concentration
of its investments. Please consider whether such risk factor disclosure should be enhanced in light of the wildfires currently
affecting the Western part of the United States.

Response: The
Company respectfully advises the Staff that it believes the “Risk Factors” section of the Registration Statement adequately
sets forth materials risks related to the Company and an investment therein, including risks related to the geographic concentration
of the Company’s investments, the wildfires currently affecting the Western part of the United States and other natural disasters
and events. The Company respectfully refers the Staff to the following risk factors in the Registration Statement: (i) “Our
investments are geographically concentrated, which may result in a single occurrence in a particular geographic area having a disproportionate
negative impact on our investment portfolio”; (ii) “Terrorist attacks, acts of war, global health emergencies or natural
disasters may impact the businesses in which we invest and harm our business, operating results and financial condition”;
and (iii) “Events outside of our control, including public health crises, may negatively affect our results of operations
and financial performance”.

Eversheds Sutherland (US) LLP
is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.
For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

        Anu Dubey, Senior Counsel

        October 19, 2020

        Page 2

PART C – OTHER INFORMATION

Item
34 – Undertakings

 3. Reference is made to undertaking No. 4 in Item 34 of Form N-2, which is listed as not applicable
in the Registration Statement. Please consider whether such undertaking No. 4 should be included in the Registration Statement
because it relates to a shelf offering.

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page C-7 in the Registration Statement in response
to the Staff’s comment.

*	*	*

If you
have any questions or additional comments concerning the foregoing, please contact me at (202) 383-0218 or Stephani M. Hildebrandt
at (202) 383-0845.

    Sincerely,

    /s/ Cynthia M. Krus

    Cynthia M. Krus

    cc:

        Steven L. Brown

        Stephani M. Hildebrandt

CORRESP
1
filename1.htm

    Eversheds Sutherland
        (US) LLP

        700 Sixth Street, NW,
        Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0176

        F: +1 202.637.3593

        cynthiakrus@eversheds-sutherland.com

October 8, 2020

Via EDGAR

Allison White

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

    Re:
    Trinity Capital Inc. – Preliminary Proxy Statement

Dear Ms. White:

On behalf
of Trinity Capital Inc. (the “Company”), set forth below is the Company’s response to the comments provided by
the staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the
 “SEC”) to the Company via telephone on October 5, 2020 regarding the Company’s preliminary proxy statement (the
 “Proxy”) as filed with the SEC on October 1, 2020. Each of the Staff’s comments are set forth below and followed
by the Company’s response. Where applicable, revisions to the preliminary proxy statement referenced in the below response
are set forth in the Company’s definitive proxy statement filed with the SEC concurrently herewith.

 1. Please confirm in correspondence that holding a virtual meeting
is consistent with applicable state law and the Company’s governing documents. In your response, please include citations
to such applicable state law and the Company’s governing documents.

Response: The
Company respectfully advises the Staff that it has reviewed applicable Maryland law and the Company's governing documents, including
its charter and bylaws, and has determined that holding a virtual meeting is permissible thereunder. The Company respectfully refers
the staff to Section 2-503(b)(1) of the Maryland General Corporation Law, which provides, in relevant part, that if a board of
directors is authorized to determine the place of a meeting of stockholders, the board of directors may determine that the meeting
not be held at any place, but instead may be held solely by means of remote communication. The Company also respectfully refers
the Staff to Section 1 of Article II of the Company’s bylaws, which authorizes the Company’s Board of Directors to
determine the place at which a meeting of stockholders will be held and does not prohibit holding a stockholder meeting by remote
communication.

 2. On page 6 of the Proxy, under the heading
 “Revocability of Proxies,” the Company discloses that a stockholder may revoke any proxy that is not irrevocable. Please
disclose when a proxy would be irrevocable.

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 6 of the Proxy in response to the Staff’s
comment.

 3. Regarding Proposal 1: Election of Director
Nominee, please disclose what will happen if Proposal 1 is not approved by stockholders.

Eversheds
Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under
Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

    Allison White

        October 8, 2020

        Page 2

Response: The
Company respectfully advises the Staff that Ronald E. Estes was initially appointed to the Company’s Board of Directors with
a term ending at the 2020 annual meeting of stockholders (the “Annual Meeting”) and until such time as his successor
is duly elected and qualified. To the extent Mr. Estes is not re-elected by stockholders at the Annual Meeting, Mr. Estes will
serve as a director until such time as his successor is duly elected and qualified. The Company has revised its disclosure on page
9 of the Proxy in response to the Staff’s comment.

 4. Regarding Proposal 2: Approval of the Amended
Registration Rights Agreement, please disclose any risks or drawbacks to stockholders if Proposal 2 is not approved by stockholders.

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 29 of the Proxy in response to the Staff’s
comment.

 5. On page 33 of the Proxy, under the heading
 “Independent Registered Public Accounting Firm,” please correct the numbering of the footnotes contained therein.

Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 33 of the Proxy in response to the Staff’s
comment.

*     *     *

If you
have any questions or additional comments concerning the foregoing, please contact me at (202) 383-0218 or Stephani M. Hildebrandt
at (202) 383-0845.

    Sincerely,

    /s/ Cynthia M. Krus

    Cynthia M. Krus

    cc:

        Steven L. Brown

        Stephani M. Hildebrandt

CORRESP
1
filename1.htm

    Eversheds Sutherland
        (US) LLP

        700 Sixth Street, NW,
        Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0218

        F: +1 202.637.3593

        cynthiakrus@

        eversheds-sutherland.com

September 16, 2020

VIA EDGAR

Anu Dubey, Senior Counsel

Michael Spratt

Michael Shaffer

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

Dear Ms. Dubey:

On behalf of Trinity Capital Inc. (the “Company”),
we are transmitting herewith for filing under the Securities Act of 1933 a registration statement on Form N-2 (the “Registration
Statement”). The Registration Statement relates to the offering of certain of the Company’s
7.00% Notes due 2025 by certain selling noteholders as further described in the Registration Statement.

Please let us know if
you would like a courtesy copy of the Registration Statement. If you have any questions or comments regarding the Registration
Statement, please do not hesitate to call me at 202-383-0218 or Stephani Hildebrandt at 202-383-0845.

Sincerely,

/s/ Cynthia M. Krus

Cynthia M. Krus

    cc:

        Steven L. Brown

        Stephani M. Hildebrandt

    Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.