UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


[X]			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2021~~March 31, 2022


[ ]			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________

Commission file number ~~000-56255~~814-01414

WTI Fund X, Inc.

(Exact Name of Registrant as specified in its charter)


Maryland			85-3539868
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

104 La Mesa Drive, Suite 102, Portola Valley, CA			94028
(Address of principal executive offices)			(Zip Code)

(650) 234-4300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [x]

Smaller reporting company [ ]

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Class						Outstanding as of ~~November~~May 12, ~~2021~~2022
Common Stock, $0.001 par value						100,000

WTI FUND X, INC.

INDEX


PART I — FINANCIAL INFORMATION

Item 1.			Financial Statements

			Condensed Statements of Assets and Liabilities (Unaudited)
			As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

			Condensed Statements of Operations (Unaudited)
			For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021

			Condensed Statements of Changes in Net Assets (Unaudited)
			For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021

			Condensed Statements of Cash Flows (Unaudited)
			For the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021

			Condensed Schedules of Investments (Unaudited)
			As of March 31, 2022 and December 31, 2021




			Notes to Condensed Financial Statements (Unaudited)

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

Item 3.			Quantitative and Qualitative Disclosures About Market Risk

Item 4.			Controls and Procedures

PART II — OTHER INFORMATION

Item 1.			Legal Proceedings

Item 1A.			Risk Factors

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

Item 3.			Defaults Upon Senior Securities

Item 4.			Mine Safety Disclosures

Item 5.			Other Information

Item 6.			Exhibits

SIGNATURES

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

WTI FUND X, INC.

CONDENSED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

AS OF ~~SEPTEMBER 30, 2021~~MARCH 31, 2022 AND DECEMBER 31, ~~2020~~2021


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021		(a)
ASSETS	ASSETS					ASSETS
Loans, at estimated fair value						Loans, at estimated fair value
(cost of $141,444,450 and $74,498,626 respectively)						(cost of $141,444,450 and $74,498,626 respectively)	$	141,444,450	$	74,498,626
Cash and cash equivalents						Cash and cash equivalents	13,442,118		15,658,685
Dividend and interest receivables						Dividend and interest receivables	1,688,187		970,099
Other assets						Other assets	2,109,777		1,934,918

Cash and cash equivalents		$	25,000	$	25,000

Other assets		235,792		—

Total assets	Total assets	$	260,792	$	25,000	Total assets	158,684,532		93,062,328

LIABILITIES	LIABILITIES					LIABILITIES
Borrowings under debt facility						Borrowings under debt facility	88,500,000		54,500,000
Accrued management fees						Accrued management fees	1,968,750		1,968,750

Due to Manager		$	199,737	$	397
Accounts payable and other accrued liabilities	Accounts payable and other accrued liabilities	285,453		—		Accounts payable and other accrued liabilities	851,308		609,017
Total liabilities	Total liabilities	$	485,190	$	397	Total liabilities	91,320,058		57,077,767

NET ASSETS	NET ASSETS	$	(224,398)	$	24,603	NET ASSETS	$	67,364,474	$	35,984,561

Analysis of Net Assets:	Analysis of Net Assets:					Analysis of Net Assets:

Capital paid in on shares of capital stock	Capital paid in on shares of capital stock	$	25,000	$	25,000	Capital paid in on shares of capital stock	$	79,500,000	$	44,500,000
Cumulative return of capital distributions						Cumulative return of capital distributions	(10,892,656)		(7,272,569)
Total distributable losses	Total distributable losses	(249,398)		(397)		Total distributable losses	(1,242,870)		(1,242,870)
Net assets (equivalent to $(2.24) and $0.25 per share based on 100,000 shares of capital stock outstanding - See Note 5)		$	(224,398)	$	24,603
Net assets (equivalent to $673.64 and $359.85 per share based on 100,000 shares of capital stock outstanding - See Note 5 and 10)						Net assets (equivalent to $673.64 and $359.85 per share based on 100,000 shares of capital stock outstanding - See Note 5 and 10)	$	67,364,474	$	35,984,561

Commitments & Contingent Liabilities:						Commitments & Contingent Liabilities:
Unexpired unfunded commitments (See Note 9)						Unexpired unfunded commitments (See Note 9)	$	67,488,732	$	52,838,732

(a) Certain prior period information has been merged to confirm to current presentation.

See notes to condensed financial statements (unaudited).

WTI FUND X, INC.

CONDENSED ~~STATEMENT~~STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2022 AND 2021


		For the Three Months Ended September 30, 2021		For the Nine Months Ended September 30, 2021			For the Three Months Ended March 31, 2022		For the Three Months Ended March 31, 2021

INVESTMENT INCOME:	INVESTMENT INCOME:					INVESTMENT INCOME:
Interest on loans	Interest on loans	$	—	$	—	Interest on loans	$	4,163,507	$	—

Other interest and other income						Other interest and other income	21,608		—
Total investment income	Total investment income	$	—	$	—	Total investment income	4,185,115		—

EXPENSES:	EXPENSES:					EXPENSES:

Management fees						Management fees	1,968,750		—
Organization costs	Organization costs	$	121,236	$	199,340	Organization costs	—		3,990

Professional fees		10,815		11,199
Interest expense						Interest expense	679,911		—
Banking and professional fees						Banking and professional fees	79,084		—
Other operating expenses	Other operating expenses	38,462		38,462		Other operating expenses	28,504		—
Total expenses	Total expenses	$	170,513	$	249,001	Total expenses	2,756,249		3,990
Net loss		$	(170,513)	$	(249,001)
Net investment income (loss)						Net investment income (loss)	1,428,866		(3,990)


Net decrease in net assets resulting from operations		$	(170,513)	$	(249,001)
Net increase (decrease) in net assets resulting from operations						Net increase (decrease) in net assets resulting from operations	$	1,428,866	$	(3,990)

Amounts per common share:	Amounts per common share:					Amounts per common share:
Net decrease in net assets resulting from operations per share		$	(1.71)	$	(2.49)
Net increase (decrease) in net assets resulting from operations per share						Net increase (decrease) in net assets resulting from operations per share	$	14.29	$	(0.04)
Weighted average shares outstanding	Weighted average shares outstanding	100,000		100,000		Weighted average shares outstanding	100,000		100,000

See notes to condensed financial statements (unaudited).

WTI FUND X, INC.

CONDENSED ~~STATEMENT~~STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2022 AND 2021

Common stock
Shares Par value Additional paid-in capital Total distributable loss Net Assets
Balance at June 30, 2021 100,000 $ 100 $ 24,900 $ (78,885) $ (53,885)
Net decrease in net assets resulting from operations — — — (170,513) (170,513)
Balance at September 30, 2021 100,000 $ 100 $ 24,900 $ (249,398) $ (224,398)
Common stock
Shares Par value Additional paid-in capital Total distributable loss Net Assets
Balance at December 31, 2020 100,000 $ 100 $ 24,900 $ (397) $ 24,603
Net decrease in net assets resulting from operations — — — (249,001) (249,001)
Balance at September 30, 2021 100,000 $ 100 $ 24,900 $ (249,398) $ (224,398)


	Common Stock
	Shares	Par Value		Additional Paid-in Capital		Return of Capital Distributions		Total Distributable Losses		Net Assets
Balance at December 31, 2020	100,000	$	100	$	24,900	$	—	$	(397)	$	24,603
Net decrease in net assets resulting from operations	—	—		—		—		(3,990)		(3,990)



Balance at March 31, 2021	100,000	$	100	$	24,900	$	—	$	(4,387)	$	20,613

	Common stock
	Shares	Par Value		Additional Paid-in Capital		Return of Capital Distributions		Total Distributable Losses		Net Assets
Balance at December 31, 2021	100,000	$	100	$	44,499,900	$	(7,272,569)	$	(1,242,870)	$	35,984,561
Net increase in net assets resulting from operations	—	—		—		—		1,428,866		1,428,866
Distributions of income to shareholder	—	—		—		—		(1,428,866)		(1,428,866)
Return of capital to shareholder	—	—		—		(3,620,087)		—		(3,620,087)
Contributions from shareholder	—	—		35,000,000		—		—		35,000,000

Balance at March 31, 2022	100,000	$	100	$	79,499,900	$	(10,892,656)	$	(1,242,870)	$	67,364,474

See notes to condensed financial statements (unaudited).

WTI FUND X, INC.

CONDENSED ~~STATEMENT~~STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2022 AND 2021


	~~For the Nine Months Ended September 30, 2021~~
~~CASH FLOWS FROM OPERATING ACTIVITIES:~~
~~Net decrease in net assets resulting from operations~~	$	~~(249,001)~~
~~Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities:~~






~~Net increase in other assets~~	~~(235,792)~~
~~Net increase in accounts payable and other accrued liabilities~~	~~484,793~~



~~Net cash provided by operating activities~~	$	—

~~CASH FLOWS FROM FINANCING ACTIVITIES:~~

~~Contributions from shareholder~~	$	—




~~Net cash provided by financing activities~~	$	—

~~Net increase in cash and cash equivalents~~	$	—

~~CASH AND CASH EQUIVALENTS:~~
~~Beginning of period~~	$	~~25,000~~
~~End of period~~	$	~~25,000~~


	For the Three Months Ended March 31, 2022		For the Three Months Ended March 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase (decrease) in net assets resulting from operations	$	1,428,866	$	(3,990)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Amortization of deferred costs related to debt facility expenses	107,602		—
Origination of loans	(71,975,000)		—
Principal payments on loans, net of accretion	5,029,176		—
Acquisition of equity securities	(5,048,953)		—
Changes in operating assets and liabilities:
Net increase in dividend and interest receivables	(718,088)		—
Net increase in other assets	(32,462)		—
Net increase in accounts payable, other accrued liabilities and accrued management fees	242,292		3,990



Net cash used in operating activities	$	(70,966,567)	—

CASH FLOWS FROM FINANCING ACTIVITIES:

Contributions from shareholder	$	35,000,000	—
Borrowings under debt facility	56,000,000		—
Repayments of borrowings under debt facility	(22,000,000)		—
Payments of debt facility fees and costs	(250,000)		—


Net cash provided by financing activities	$	68,750,000	—

Net decrease in cash and cash equivalents	$	(2,216,567)	—

CASH AND CASH EQUIVALENTS:
Beginning of period	$	15,658,685	25,000
End of period	$	13,442,118	$	25,000

SUPPLEMENTAL DISCLOSURES:
CASH PAID DURING THE PERIOD:
Interest - Debt facility	$	361,424	$	—
NON-CASH OPERATING AND FINANCING ACTIVITIES:
Distributions of equity securities to shareholder	$	5,048,953	$	—

See notes to condensed financial statements (unaudited).

WTI FUND X, INC.

CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)

AS OF MARCH 31, 2022


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value (d)		Final Maturity Date

Biotechnology
	Quartzy, Inc.		Senior Secured	11.0%		$	1,238,469	$	793,262	$	793,262	2/1/2026
Biotechnology Total		1.2%				$	1,238,469	$	793,262	$	793,262

Internet
	OneLocal, Inc. ** ^		Senior Secured	12.0%		$	491,167	$	458,288	$	458,288	6/1/2025
	RenoFi, Inc.		Senior Secured	11.5%		1,485,146		1,448,966		1,448,966		9/1/2025
	RenoFi, Inc.		Senior Secured	11.5%		1,485,483		1,285,775		1,285,775		7/1/2025
	RenoFi, Inc. Subtotal					2,970,629		2,734,741		2,734,741
	RetailerX, Inc.		Senior Secured	11.0%		1,981,551		1,836,733		1,836,733		11/1/2025
Internet Total		7.5%				$	5,443,347	$	5,029,762	$	5,029,762

Other Technology
	Beekeeper's Naturals, Inc.**^		Senior Secured	12.0%		$	1,979,576	$	1,816,246	$	1,816,246	10/1/2025
	Beekeeper's Naturals, Inc. **^		Senior Secured	12.0%		989,838		964,381		964,381		10/1/2025
	Beekeeper's Naturals, Inc. Subtotal**^					2,969,414		2,780,627		2,780,627
	Bryte, Inc.		Senior Secured	10.0%		2,478,448		2,314,008		2,314,008		4/1/2025
	Ceres Imaging, Inc.		Senior Secured	12.0%		1,979,156		1,814,428		1,814,428		4/1/2025
	Chairman Me, Inc.		Senior Secured	12.0%		742,385		681,305		681,305		3/1/2025
	EasyKnock, Inc.		Senior Secured	11.5%		2,500,000		2,103,478		2,103,478		10/1/2025
	Heading Health Inc.		Senior Secured	12.5%		494,097		440,055		440,055		12/1/2024
	Hint, Inc.		Senior Secured	12.0%		7,424,108		5,843,704		5,843,704		5/1/2025
	Inscopix, Inc.		Senior Secured	12.0%		4,947,652		4,816,314		4,816,314		6/1/2025
	Jiko Group, Inc.		Senior Secured	12.0%		2,968,748		2,849,135		2,849,135		9/1/2024
	Kinoo, Inc.		Senior Secured	11.5%		989,883		929,184		929,184		1/1/2025
	Lacuna Technologies, Inc.		Senior Secured	12.0%		1,484,440		1,360,002		1,360,002��		5/1/2025
	Literati, Inc.		Senior Secured	11.3%		4,926,563		4,551,169		4,551,169		9/1/2025
	Luva Inc.		Senior Secured	11.3%		495,313		484,526		484,526		12/1/2024
	Luva Inc.		Senior Secured	11.3%		495,103		463,562		463,562		12/1/2024
	Luva Inc. Subtotal					990,416		948,088		948,088
	Maker Wine Company		Senior Secured	11.8%		494,960		466,820		466,820		2/1/2025
	Markai, Inc.		Senior Secured	12.5%		1,187,099		1,109,625		1,109,625		1/1/2025
	NewGlobe Schools, Inc. ** ^		Senior Secured	12.5%		9,892,208		9,484,990		9,484,990		12/1/2024
	Reali Inc.		Senior Secured	12.5%		4,946,104		4,737,366		4,737,366		12/1/2024
	Scripta Insights, Inc.		Senior Secured	12.0%		1,979,417		1,865,186		1,865,186		4/1/2025
	Stravos Education LLC		Senior Secured	12.0%		4,453,688		3,934,608		3,934,608		6/1/2025
	TomoCredit, Inc.		Senior Secured	11.5%		1,485,122		1,354,237		1,354,237		6/1/2025
	TomoCredit, Inc.		Senior Secured	11.5%		1,485,312		1,485,312		1,485,312		6/1/2025
	TomoCredit, Inc. Subtotal					2,970,434		2,839,549		2,839,549
Other Technology Total		82.9%				$	60,819,220	$	55,869,641	$	55,869,641


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value (d)		Final Maturity Date

Security
	Lassen Peak, Inc.		Senior Secured	11.0%		$	360,652	$	340,525	$	340,525	8/1/2024
Security Total		0.5%				$	360,652	$	340,525	$	340,525

Semiconductors & Equipment
	Terradepth, Inc.		Senior Secured	11.5%		$	5,941,820	$	5,552,339	$	5,552,339	9/1/2025
Semiconductors & Equipment Total		8.2%				$	5,941,820	$	5,552,339	$	5,552,339

Software
	Auterion, Inc.**^		Senior Secured	12.5%		$	3,957,882	$	3,671,273	$	3,671,273	5/1/2025
	Bound Rates, Inc. ** ^		Senior Secured	12.0%		2,474,384		2,345,282		2,345,282		6/1/2025
	Breakout Commerce, Inc.		Senior Secured	11.5%		2,475,479		2,294,587		2,294,587		6/1/2025
	Chowbus, Inc.		Senior Secured	12.0%		989,639		927,015		927,015		11/1/2024
	Chowbus, Inc.		Senior Secured	12.0%		3,958,330		3,382,111		3,382,111		11/1/2024
	Chowbus, Inc. Subtotal					4,947,969		4,309,126		4,309,126
	Gladly Software, Inc.		Senior Secured	11.5%		14,851,997		13,915,141		13,915,141		8/1/2025
	Gladly Software, Inc.		Senior Secured	11.5%		9,900,976		9,672,346		9,672,346		12/1/2025
	Gladly Software, Inc. Subtotal					24,752,973		23,587,487		23,587,487
	Migo Money, Inc. ** ^		Senior Secured	11.5%		1,980,225		1,857,718		1,857,718		12/1/2024
	NopSec Inc.		Senior Secured	12.0%		1,633,000		1,551,574		1,551,574		1/1/2025
	Sonatus, Inc.		Senior Secured	12.5%		4,945,917		4,579,609		4,579,609		12/1/2024
	StayTuned Digital, Inc.		Senior Secured	12.0%		1,484,419		1,474,645		1,474,645		2/1/2025
	StayTuned Digital, Inc.		Senior Secured	12.0%		283,247		240,427		240,427		1/1/2025
	StayTuned Digital, Inc.		Senior Secured	12.0%		98,300		97,545		97,545		6/1/2025
	StayTuned Digital, Inc. Subtotal					1,865,966		1,812,617		1,812,617
	UCM Digital Health, Inc.		Senior Secured	12.0%		866,100		782,864		782,864		5/1/2025
	WorkRails, Inc.		Senior Secured	12.0%		371,125		343,082		343,082		2/1/2025
	WorkRails, Inc.		Senior Secured	12.0%		123,723		120,866		120,866		3/1/2025
	WorkRails, Inc. Subtotal					494,848		463,948		463,948
Software Total		70.2%				$	50,394,743	$	47,256,085	$	47,256,085

Technology Services
	iLearningEngines Inc.		Senior Secured	11.5%		$	2,475,009	$	884,628	$	884,628	10/1/2024
	Loansnap Holdings Inc. **		Senior Secured	10.3%		3,716,943		3,495,056		3,495,056		2/1/2025
Technology Services Total		6.5%				$	6,191,952	$	4,379,684	$	4,379,684

Wireless
	Parallel Wireless, Inc.		Senior Secured	11.8%		$	11,500,000	$	11,117,201	$	11,117,201	5/1/2023
	Parallel Wireless, Inc.		Senior Secured	11.8%		11,500,000		11,105,951		11,105,951		4/1/2023
	Parallel Wireless, Inc. Subtotal					23,000,000		22,223,152		22,223,152
Wireless Total		33.0%				$	23,000,000	$	22,223,152	$	22,223,152

	Grand Total	210.0%				$	153,390,203	$	141,444,450	$	141,444,450

**Indicates assets that the Fund deems “non-qualifying assets.” As of March 31, 2022, 15.6% of the Fund’s total assets represented non-qualifying assets. Under Section 55(a) of the 1940 Act, the Fund is prohibited from acquiring any additional non-qualifying assets unless, at the time of acquisition, certain specified qualifying assets (e.g., securities issued by an “eligible portfolio company,” as defined in Section 2(a)(46)) represent at least 70% of its total assets. As part of this calculation, the numerator consists of the fair value of the Fund's investments in all eligible portfolio companies, and the denominator consists of total assets less those assets described in Section 55(a)(7) of the 1940 Act.

^ Entity is not domiciled in the United States and does not have its principal place of business in the United States.

(a) The percentage of net assets that each industry group represents is shown with the industry totals (the sum of the percentages does not equal 100% because the percentages are based on net assets as opposed to total loans).

(b) The interest rate is the designated annual interest rate exclusive of any original issue discount, fees or end of term payment.

(c) The end of term payments are contractually due on the maturity date and are in addition to the interest rate shown. End of term payments are the percentage of the final payment divided by the original loan amount and are amortized over the full term of the loan.

(d) There is no readily available market price or secondary market for the Fund’s loan investments, hence the Manager determines fair value of all loan investments presented in the Condensed Schedule of Investments based on a hypothetical market and the estimates may include the use of significant unobservable inputs.

As of March 31, 2022, all loans were made to non-affiliates.

WTI FUND X, INC.

CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)

AS OF DECEMBER 31, 2021


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value (d)		Final Maturity Date

Other Technology
	Bryte, Inc.		Senior Secured	10.0%		$	2,478,976	$	2,295,843	$	2,295,843	4/1/2025
	Ceres Imaging, Inc.		Senior Secured	12.0%		1,979,769		1,796,974		1,796,974		4/1/2025
	Inscopix, Inc.		Senior Secured	12.0%		4,949,191		4,804,293		4,804,293		6/1/2025
	Jiko Group, Inc.		Senior Secured	12.0%		2,969,667		2,829,891		2,829,891		9/1/2024
	Kinoo, Inc.		Senior Secured	11.5%		990,167		921,525		921,525		1/1/2025
	Lacuna Technologies, Inc.		Senior Secured	12.0%		1,484,897		1,347,463		1,347,463		5/1/2025
	Luva Inc.		Senior Secured	11.3%		495,238		459,320		459,320		12/1/2024
	Maker Wine Company		Senior Secured	11.8%		492,166		461,001		461,001		2/1/2025
	Markai, Inc.		Senior Secured	12.5%		1,187,495		1,100,023		1,100,023		1/1/2025
	NewGlobe Schools, Inc. ** ^		Senior Secured	12.5%		9,895,517		9,431,871		9,431,871		12/1/2024
	Reali Inc.		Senior Secured	12.5%		4,947,758		4,710,113		4,710,113		12/1/2024
	Scripta Insights, Inc.		Senior Secured	12.0%		1,968,667		1,843,531		1,843,531		4/1/2025
	Stravos Education LLC		Senior Secured	12.0%		4,429,500		3,867,000		3,867,000		6/1/2025
	TomoCredit, Inc.		Senior Secured	11.5%		1,485,540		1,341,556		1,341,556		6/1/2025
Other Technology Total		103.4%				$	39,754,548	$	37,210,404	$	37,210,404

Security
	Lassen Peak, Inc.		Senior Secured	11.0%		$	371,530	$	347,750	$	347,750	8/1/2024
Security Total		0.9%				$	371,530	$	347,750	$	347,750

Software
	Bound Rates, Inc. ** ^		Senior Secured	12.0%		$	2,466,667	$	2,327,316	$	2,327,316	6/1/2025
	Breakout Commerce, Inc.		Senior Secured	11.5%		2,468,057		2,272,890		2,272,890		6/1/2025
	Chowbus, Inc.		Senior Secured	12.0%		3,959,556		3,303,025		3,303,025		11/1/2024
	Chowbus, Inc.		Senior Secured	12.0%		989,944		918,165		918,165		11/1/2024
	Chowbus, Inc. Subtotal					4,949,500		4,221,190		4,221,190
	Gladly Software, Inc.		Senior Secured	11.5%		14,856,157		13,832,073		13,832,073		8/1/2025
	Migo Money, Inc. ** ^		Senior Secured	11.5%		1,980,781		1,841,304		1,841,304		12/1/2024
	NopSec Inc.		Senior Secured	12.0%		1,633,500		1,541,410		1,541,410		1/1/2025
	Sonatus, Inc		Senior Secured	12.5%		4,947,577		4,531,442		4,531,442		12/1/2024
	StayTuned Digital, Inc.		Senior Secured	12.0%		283,336		235,242		235,242		1/1/2025
	StayTuned Digital, Inc.		Senior Secured	12.0%		1,484,877		1,473,861		1,473,861		2/1/2025
	StayTuned Digital, Inc. Subtotal					1,768,213		1,709,103		1,709,103
	WorkRails, Inc.		Senior Secured	12.0%		371,239		339,771		339,771		2/1/2025
	WorkRails, Inc.		Senior Secured	12.0%		123,625		120,527		120,527		3/1/2025
	WorkRails, Inc. Subtotal					494,864		460,298		460,298
Software Total		91.0%				$	35,565,316	$	32,737,026	$	32,737,026


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value (d)		Final Maturity Date
Technology Services
	iLearningEngines Inc.		Senior Secured	11.5%		$	2,475,711	$	735,489	$	735,489	10/1/2024
	Loansnap Holdings Inc. **		Senior Secured	10.3%		3,717,780		3,467,957		3,467,957		2/1/2025
Technology Services Total		11.7%				$	6,193,491	$	4,203,446	$	4,203,446
Grand Total		207.0%				$ 81,884,885		$ 74,498,626		$ 74,498,626

**Indicates assets that the Fund deems “non-qualifying assets.” As of December 31, 2021, 18.9% of the Fund’s total assets represented non-qualifying assets. Under Section 55(a) of the 1940 Act, the Fund is prohibited from acquiring any additional non-qualifying assets unless, at the time of acquisition, certain specified qualifying assets (e.g., securities issued by an “eligible portfolio company,” as defined in Section 2(a)(46)) represent at least 70% of its total assets. As part of this calculation, the numerator consists of the fair value of the Fund's investments in all eligible portfolio companies, and the denominator consists of total assets less those assets described in Section 55(a)(7) of the 1940 Act.

^ Entity is not domiciled in the United States and does not have its principal place of business in the United States.

(b) The interest rate is the designated annual interest rate exclusive of any original issue discount, fees or end of term payment.

As of December 31, 2021, all loans were made to non-affiliates.

See notes to condensed financial statements (unaudited).

WTI FUND X, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1.ORGANIZATION AND OPERATIONS OF THE FUND

WTI Fund X, Inc. (the “Fund”) was incorporated in Maryland on October 19, 2020 as a non-diversified, closed-end management investment company that elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and is managed by Westech Investment Advisors, LLC (the “Manager” or “Management”). The Fund will be dissolved on December 31, 2031 unless the Board of Directors (the “Board”) opts to elect early dissolution. One hundred percent of the stock of the Fund is held by WTI Fund X, LLC (the “Company”). ~~As of September 30,~~Prior to commencing investment operations on October 1, 2021, the Fund ~~had not yet commenced investment operations and~~ had no operations other than incurring organizational expenses and the sale to the Company of 100,000 shares of common stock, $0.001 par value (“Shares”) in October 2020 and receipt of $25,000 from the Company as consideration for the purchase of the Shares. This issuance of stock was a requirement to apply for a finance lender’s license from the California Commissioner of ~~Corporations.~~Corporations which was obtained on April 5, 2021.

The ~~Fund~~’sFund’s investment objective is to achieve superior risk-adjusted investment returns and ~~it will seek~~seeks to achieve that objective by providing debt financing to portfolio companies, most of which are private. The Fund ~~will~~ generally ~~receive~~receives warrants to acquire equity securities in connection with its portfolio investments and ~~will~~ generally ~~distribute~~distributes these warrants to its shareholder upon receipt, or soon thereafter. The Fund also has guidelines for the percentages of total assets that are invested in different types of assets. The portfolio investments of the Fund primarily consist of debt financing to early and expansion stage venture capital-backed technology companies.

In the ~~Manager~~’sManager’s opinion, the accompanying condensed interim financial statements (hereafter referred to as “financial statements”) include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of financial position and results of operations for interim periods. Certain information and note disclosures normally included in audited annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been omitted; however, the Fund believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the ~~nine~~three months ended~~September 30, 2021~~ March 31, 2022 are not necessarily indicative of what the results would be for a full year. These financial statements should be read in conjunction with the financial statements and the notes included in the Fund’s Annual Report on Form ~~10-12G/A filed on June 30,~~10-K for the year ended December 31, 2021.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The preparation of financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. As an investment company, the Fund ~~will follow~~follows accounting and reporting guidance as set forth in Topic 946 (“Financial Services - Investment Companies”) of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, as amended (“ASC”).

Cash and Cash Equivalents

Cash and cash equivalents ~~consisted of $25,000~~consist of cash on hand and ~~represents (11.14)%~~money market mutual funds with maturities of 90 days or less. Money market mutual funds held as cash equivalents are valued at their most recently traded net asset value. Within cash and cash equivalents, as of March 31, 2022, the Fund held 13,442,118 Class Z units in the First American Government Obligations Fund valued at $1 per unit at a yield of 0.15%, which represented 19.95% of the net assets of the Fund. ~~There were no~~Within cash and cash equivalents, ~~held~~ as of ~~September 30, 2021.~~December 31, 2021, the Fund held 15,658,685 Class Z units in the First American Government Obligations Fund valued at $1 per unit at a yield of 0.02%, which represented 43.52% of the net assets of the Fund.

7Interest Income

~~Interest Income~~

Interest income on loans ~~will be~~is recognized on an accrual basis using the effective interest method including amounts resulting from the accretion of discount on loans included as additional compensation as part of the loan agreements. Additionally, fees received as part of the transaction ~~will be~~are added to the loan discount and accreted over the life of the loan.

Realized Gains and Losses from Loans

Realized gains or losses on the sale of loans ~~will be~~are computed using the difference between the amortized cost and the sales proceeds. Realized losses on loan write-offs ~~will be~~are recognized when management determines a loan is uncollectible.

Investment Valuation ~~Procedures~~

The Fund ~~will account~~accounts for loans at fair value in accordance with the valuation methods below. All valuations ~~will be~~are determined under the direction of the Manager, in accordance with the valuation ~~methods approved by the Board.~~methods.

The Fund’s loans will be valued coincident with the issuance of its periodic financial statements, the issuance or repurchase of the Fund’s shares at a price equivalent to the current net asset value per share, and at such other times as required by law. On a quarterly basis, Management will submit to the Board a valuation report and valuation notes, which details the rationale for the valuation of investments.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the ~~Fund had not yet commenced investment operations~~financial statements included nonmarketable investments of $141.4 million and ~~accordingly had no nonmarketable investments. The~~$74.5 million, respectively, (or 89.1% and 80.1% of total assets, respectively) with the fair ~~value of any such future investments will be~~values determined by the Manager in the absence of readily determinable market ~~values in accordance with fair value valuation policies and procedures approved by the Board.~~values. Because of the inherent uncertainty of these valuations, estimated fair values of such investments may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Below is the information used by the Manager in making these estimates.

~~Due to Manager~~Loans

~~Prior~~The Fund defines fair value as the price that would be received to sell an asset or paid to lower a liability in an orderly transaction between market participants at the measurement date. Because there is no readily available market price and no secondary market for substantially all of the debt investments made by the Fund in its borrowing portfolio companies, Management determines fair value based on hypothetical markets, and on several factors related to each borrower, including, but not limited to, the ~~first capital call~~borrower’s payment history, available cash and “burn rate,” revenues, net income or loss, the likelihood that the borrower will be able to ~~fund~~secure additional financing in the future, and an evaluation of the general interest rate environment. The amount of any valuation adjustment considers the estimated amount and timing of cash payments of principal and interest from the borrower and/or liquidation analysis and is determined based upon a credit analysis of the borrower and an analysis of the expected recovery from the borrower, including consideration of factors such as the nature and quality of the Fund’s security interests in collateral, the estimated fair value of the Fund’s collateral, the size of the loan, and the estimated time that will elapse before the Fund achieves a recovery. Management has evaluated these factors and has concluded that, the effect of deterioration in the quality of the underlying collateral, increase in size of the loan, increase in the estimated time to recovery and increase in the hypothetical market coupon rate would have the effect of lowering the value of the current portfolio of loans.

Non-Accrual Loans

The Fund’s policy is to classify a loan as non-accrual when the portfolio company is delinquent for three consecutive months on its monthly loan payment, or, in the opinion of Management, either ceases or drastically curtails its operations and Management deems that it is unlikely that the ~~Manager paid~~loan will return to performing status. When a loan is placed on non-accrual status, all ~~organizational~~interest previously accrued but not collected is reversed for the quarter in which the loan was placed on non-accrual status. Any uncollected interest related to quarters prior to when the loan was placed on non-accrual status is added to the principal balance, and ~~other~~the aggregate balance of the principal and interest is evaluated in accordance with the policy for valuation of loans in determining Management’s best estimate of fair value. Interest received by the Fund on non-accrual loans will be recognized as interest income if and when the proceeds exceed the book value of the respective loan.

If a borrower of a non-accrual loan resumes making regular payments and Management believes that such borrower has regained the ability to service the loan on a sustainable basis, the loan is reclassified back to accrual or performing status. Interest that would have been accrued during the time a loan was classified as non-accrual will be added back to the remaining payment schedule causing a change in the effective interest rate.

As of March 31, 2022 and December 31, 2021, no loans were classified as non-accrual.

Warrants and Equity Securities

Warrants and equity securities received in connection with loan transactions are measured at a fair value at the time of acquisition. Warrants are valued based on a modified Black-Scholes option pricing model which considers, among several factors, the underlying stock value, expected term, volatility, and risk-free interest rate. It is anticipated that such securities will be distributed by the Fund to the Company simultaneously with, or shortly following, their acquisition.

The underlying asset value is estimated based on information available, including information regarding recent rounds of funding of the portfolio company, or the publicly-quoted stock price at the end of the financial reporting period for warrants for comparable publicly- quoted securities.

Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on an index of publicly traded companies grouped by industry and which are similar in nature to the underlying portfolio companies issuing the warrant (“Industry Index”). The volatility assumption for each Industry Index is based on the average volatility for individual public companies within the portfolio company’s industry for a period of time approximating the expected life of the warrants. A hypothetical increase in the volatility of the warrants used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.

The remaining expected lives of warrants are based on historical experience of the average life of the warrants, as warrants are often exercised in the event of acquisitions, mergers, or initial public offerings and terminated due to events such as bankruptcies, restructuring activities, or additional financings. These events cause the expected term to be less than the remaining contractual term of the warrants. As of March 31, 2022 and December 31, 2021, the Fund assumed the average duration of a warrant is 4.0 years. The effect of a hypothetical increase in the estimated initial term of the warrants used in the modified Black-Scholes option pricing model would have the effect of increasing the fair value of the warrants. However, the estimated initial term of the warrant is one factor, of many, used in the valuation of warrants, and by itself does not have a significant impact on the results of operations.

The risk-free interest rate is derived from the constant maturity tables issued by the U.S. Treasury Department. The effect of a hypothetical increase in the estimated risk-free rate used in the modified Black-Scholes option pricing model would have the effect of increasing the fair value of the warrants.

Deferred Debt Facility Fees

The deferred debt facility fees and costs associated with the ~~setup~~debt facility are stated at initial cost in the Condensed Statements of Assets and Liabilities and are being amortized over the estimated life of the ~~Fund. These costs are expected to be repaid~~facility, which currently matures on October 18, 2026. The amortization of these expenses is recorded as interest expense in ~~full during~~ the ~~fourth quarter~~Condensed Statements of ~~2021.~~Operations.

Other Assets and Liabilities

AsOther assets include costs incurred in conjunction with borrowings under the Fund's debt facility and are stated at initial cost. These costs are amortized over the term of ~~September 30, 2021 and December 31, 2020,~~ the facility.

The fair values of ~~Other~~other assets and accrued liabilities are estimated at their carrying values because of the short-term nature of these assets and liabilities.

~~Other assets were comprised primarily~~The carrying value of ~~refundable commitment fees to be re-allocated~~the borrowings under the debt facility approximates their fair value based on the borrowing rates available to the ~~Fund by Venture Lending & Leasing IX, Inc. As of September 30, 2021 and December 31, 2020, there were no unfunded commitments, as investment operations have not commenced.~~Fund.

~~Other accrued liabilities were deferred commitment fees re-allocated from Venture Lending & Leasing IX, Inc. and fees due to the members of the Board.~~

Commitment Fees

Unearned income and commitment fees on loans are recognized using the effective-interest method over the term of the loan. Commitment fees are carried as liabilities when received for commitments upon which no draws have been made. When the first draw is made, the fee is treated as unearned income and is recognized as described above. If a draw is never made, the forfeited commitment fee less any applicable legal costs becomes recognized as other income after the commitment expires.

3. FAIR VALUE DISCLOSURES

~~3. SCHEDULE OF INVESTMENTS~~The Fund provides asset-based financing primarily to start-up and emerging growth venture-backed companies pursuant to commitments whereby the Fund agrees to finance assets and provide working or growth capital up to a specified amount for the term of the commitment, upon the terms and subject to the conditions specified by such commitment. Even though these loans are generally secured by the assets of the borrowers, the Fund in most cases is subject to the credit risk of such companies. As of March 31, 2022, the Fund’s investments in loans were primarily to companies based within the United States and were diversified among borrowers in the industry segments shown in the Condensed Schedules of Investments. All loans are senior to unsecured creditors and other secured creditors, unless otherwise indicated in the Condensed Schedules of Investments.

The Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale. Because there is no readily available market price and no secondary market for substantially all of the loan investments made by the Fund to borrowing portfolio companies, Management determines fair value (or estimated exit value) based on a hypothetical market, and several factors related to each borrower.

Loan balances in the Condensed Schedules of Investments are listed by borrower. Typically, a borrower’s balance will be composed of several loans drawn under a commitment made by the Fund with the interest rate on each loan fixed at the time each loan is funded. Each loan drawn under a commitment has a different maturity date and amount.

The table below shows the weighted average interest rate of all loans:


All Loans	For the Three Months Ended March 31, 2022		For the Three Months Ended March 31, 2021*
Weighted-Average Interest Rate - Cash	12.10	%	N/A
Weighted-Average Interest Rate - Non-Cash	4.09	%	N/A
Weighted-Average Interest Rate	16.19	%	N/A

*The Fund commenced investment operations on October 1, 2021.

Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the period.

The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and loan as discussed in the Fund’s loan accounting policy. Such changes result in the fair value adjustments made to the individual loans, which in accordance with U.S. GAAP, would be based on the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Where the risk profile is consistent with the original underwriting, which is primarily the case for this loan portfolio, the cost basis of the loan often approximates fair value.

All loans as of March 31, 2022 and December 31, 2021 were pledged as collateral for the debt facility, and the Fund’s borrowings are generally collateralized by all assets of the Fund. As of ~~September 30,~~March 31, 2022 and December 31, 2021, the Fund had unexpired unfunded commitments to borrowers of $67.5 million and $52.8 million.

Valuation Hierarchy

Under the FASB ASC Topic 820 (“Fair Value Measurement”), the Fund categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Fund’s valuation techniques. A level is assigned to each fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety.

The three levels of the fair value hierarchy are defined as follows:


Level 1			Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.
Level 2			Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3			Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

There were no transfers in and out of Level 1, 2, or 3 during the three months ended March 31, 2022 and 2021.

The Fund’s cash equivalents were valued at the traded net asset value of the money market fund. As a result, these measurements are classified as Level 1. The Fund’s borrowings under the debt facility are also classified as Level 2, because the carrying values of the borrowings are based on rates that are observable at commonly quoted intervals, which are Level 2 inputs, and that approximate fair values. The Fund’s loan

transactions are individually negotiated and unique, and because there is little to no market in which these assets trade, the inputs for these assets are valued using estimated exit values. As a result, the Fund's loan investments are classified as Level 3.

The following table provides quantitative information about the Fund’s Level 3 fair value measurements of the Fund’s investments by industry as of March 31, 2022 and December 31, 2021. In addition to the techniques and inputs noted in the tables below, the Fund may also use other valuation techniques and methodologies when determining its fair value measurements.

Investment Type - Level 3

Loan Investments

Fair Values at March 31, 2022

Valuation Techniques / Methodologies

Unobservable Input

Range

Weighted Average(a)

Biotechnology

793,262

Hypothetical market analysis

Hypothetical market coupon rate

33%*

Internet

5,029,762

Hypothetical market analysis

Hypothetical market coupon rate

15% - 16%

15%

Other Technology

55,869,641

Hypothetical market analysis

Hypothetical market coupon rate

13% - 25%

17%

Security

340,525

Hypothetical market analysis

Hypothetical market coupon rate

16%*

Semiconductors & Equipment

5,552,339

Hypothetical market analysis

Hypothetical market coupon rate

15%*

Software

47,256,085

Hypothetical market analysis

Hypothetical market coupon rate

14% - 22%

16%

Technology Services

4,379,684

Hypothetical market analysis

Hypothetical market coupon rate

14% - 113%

35%

Wireless

22,223,152

Hypothetical market analysis

Hypothetical market coupon rate

15%*

Total Loan Investments

141,444,450

(a) The weighted-average hypothetical market coupon rates were calculated using the fair value of the loans.

* There is only one loan within the industry.

Investment Type - Level 3

Loan Investments

Fair Value at December 31, 2021

Valuation Techniques / Methodologies

Unobservable Input

Range

Weighted Average(a)

Other Technology

37,210,404

Hypothetical market analysis

Hypothetical market coupon rate

13% - 19%

16%

Security

347,750

Hypothetical market analysis

Hypothetical market coupon rate

16% *

Software

32,737,026

Hypothetical market analysis

Hypothetical market coupon rate

14% - 22%

16%

Technology Services

4,203,446

Hypothetical market analysis

Hypothetical market coupon rate

14% - 113%

32%

Total Loan Investments

74,498,626

(a) The weighted-average hypothetical market coupon rates were calculated using the fair value of the loans.

* There is only one loan within the industry.

The following tables present the balances of assets and liabilities as of March 31, 2022 and December 31, 2021 measured at fair value on a recurring basis.


As of March 31, 2022
ASSETS:	Level 1		Level 2		Level 3		Total
Loans †	$	—	$	—	$	141,444,450	$	141,444,450
Cash equivalents	13,442,118		—		—		13,442,118

Total assets	$	13,442,118	$	—	$	141,444,450	$	154,886,568

LIABILITIES:	Level 1		Level 2		Level 3		Total
Borrowings under debt facility	$	—	$	88,500,000	$	—	$	88,500,000

Total liabilities	$	—	$	88,500,000	$	—	$	88,500,000

† For a detailed listing of borrowers comprising this amount, please refer to the Condensed Schedule of Investments.


As of December 31, 2021
ASSETS:	Level 1		Level 2		Level 3		Total
Loans †	$	—	$	—	$	74,498,626	$	74,498,626
Cash equivalents	15,658,685		—		—		15,658,685

Total assets	$	15,658,685	$	—	$	74,498,626	$	90,157,311

LIABILITIES:	Level 1		Level 2		Level 3		Total
Borrowings under debt facility	$	—	$	54,500,000	$	—	$	54,500,000

Total liabilities	$	—	$	54,500,000	$	—	$	54,500,000

† For a detailed listing of borrowers comprising this amount, please refer to the Condensed Schedule of Investments.

The following table provides a summary of changes in Level 3 assets measured at fair value on a recurring basis:


	For the Three Months Ended March 31, 2022
	Loans		Warrants
Beginning balance	$	74,498,626	$	—
Acquisitions and originations	$	71,975,000	$	5,048,953
Principal payments on loans, net of accretion	$	(5,029,176)	$	—
Distribution to shareholder	$	—	$	(5,048,953)

Ending balance	$	141,444,450	$	—

There were no changes in Level 3 assets or liabilities measured at fair value on a recurring basis as of March 31, 2021 as the Fund had not ~~yet~~ commenced investment ~~operations and accordingly had no loans or other investments to report.~~operations.

4. EARNINGS PER SHARE

Basic earnings per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding. Diluted earnings (loss) per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding, including the dilutive effects of potential common shares (e.g. stock options). The Fund has no instruments that would be potential common shares; thus, reported basic and diluted earnings (loss) per share are the same.

5. CAPITAL STOCK

As of both ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were 10,000,000 shares of $0.001 par value common stock authorized, and 100,000 shares issued and outstanding. ~~The Fund was incorporated during 2020.~~ Total committed capital of the Company, as of ~~September 30, 2021~~both March 31, 2022 and December 31, ~~2020,~~2021, was $500.0 million. Total contributed capital to the Company as of March 31, 2022 and December 31, 2021 was $95.0 million and ~~$25,000,~~$50.0 million, respectively, of which $79.5 million and ~~$25,000 has been contributed. One hundred percent of the contributed capital was~~$44.5 million were contributed to the Fund, respectively.

6. DEBT FACILITY

The 1940 Act requires a BDC to meet certain levels of asset coverage with respect to its outstanding “senior securities,” which typically consist of outstanding borrowings under credit facilities and other debt instruments. Historically, BDCs have only been allowed to incur indebtedness by issuing senior securities if their asset coverage equals at least 200% after giving effect to such borrowings. The Small Business Credit Availability Act (the “SBCAA”), which was signed into law on March 23, 2018, added a new Section 61(a)(2) to the 1940 Act that permits BDCs like the Fund to increase the amount of indebtedness they may incur by lowering the asset coverage requirement from 200% to 150% if they make certain disclosures and obtain the approval by either (1) a “required majority,” as ~~consideration~~defined in Section 57(o) of the 1940 Act, of the BDC’s board of directors, including a majority of non- interested directors within the meaning of Section 2(a)(19) of the 1940 Act (‘Independent Directors”), with effectiveness one year after the date of such approval or (2) a majority of votes cast at a special or annual meeting of the BDC’s shareholders at which a quorum is present, which is effective the day after such stockholder approval.

On April 30, 2021, the sole shareholder of the Fund approved the application to the Fund of a minimum asset coverage ratio of 150%, pursuant to Section 61(a)(2) of the 1940 Act to provide the Fund with maximum leverage flexibility. The 150% asset coverage ratio became effective for the ~~Company’s purchase~~Fund on April 30, 2021. As of ~~100,000 Shares~~March 31, 2022, the Fund’s asset coverage for borrowings was 176%.

On October 18, 2021, the Fund entered into a loan agreement with ING Capital LLC, that established a secured revolving loan facility in ~~October 2020. This issuance~~an initial amount of ~~stock~~up to $125.0 million with the option to request that borrowing availability be increased up to $375.0 million, subject to further negotiation and credit approval. On December 17, 2021, the Fund entered into an Assignment, Assumption and Accession Agreement and Amendment No. 1 to the Loan and Security Agreement with ING Capital LLC and Zions Bancorporation N.A. dba California Bank & Trust, with participation from Wells Fargo Bank, N.A., Bank Leumi USA, Bank of Hope and MUFG Union Bank, N.A., that increased the size of the facility to $250.0 million (the “Amended Loan Agreement”). An additional $125.0 million is potentially available to the Fund, subject to further negotiation and credit approval, through an accordion provision. Effective January 18, 2022, ING Capital assigned $30.0 million of its commitment in the debt facility to City National Bank.

Borrowings by the Fund ~~was required~~are collateralized by (i) the ~~California Commissioner~~personal property and other assets of ~~Corporations~~the Fund (“Fund Secured Borrowings”) and (ii) up to the sum of the unfunded capital commitments of the Company’s investors, the rights of the Manager to such capital commitments (“Subscription Secured Borrowings”). Loans under the facility may be, at the option of the Fund, a Reference Rate Loan, a LIBOR Loan or a LIBOR Market Index Rate Loan. As

of March 31, 2022, the Fund’s outstanding borrowings were LIBOR Market Index Rate Loans. The facility terminates on October 18, 2026, but can be accelerated in ~~order for~~the event of default, such as the failure by the Fund to ~~apply for~~make timely interest or principal payments.

The Fund pays interest on its borrowings and a ~~finance lender’s license.~~fee on the unused portion of the facility. Under the Loan Agreement, the Fund Secured Borrowings under the facility, at the Fund’s discretion, will bear interest at an annual rate of either (i) the Reference Rate plus 1.50%,(ii) LIBOR Basis plus 2.50% or (iii) the LIBOR Market Index Rate plus 2.50%. The Subscription Secured Borrowings under the facility, at the Fund’s discretion, will bear interest at an annual rate of either (i) the Reference Rate plus 0.75%, (ii) LIBOR Basis plus 1.75% or (iii) the LIBOR Market Index Rate plus 1.75%. When the Fund is using 50% or more of the maximum amount available under the Loan Agreement, the applicable commitment fee is 0.25% of the unused portion of the loan facility; otherwise, the applicable commitment fee is 0.50% of the unused portion. The Fund pays the unused credit line fee quarterly. As of March 31, 2022 and December 31, 2021, $88.5 million and $54.5 million, respectively, was outstanding under the facility.

As of March 31, 2022, the LIBOR rate was as follows:


1-Month LIBOR	0.4520	%
3-Month LIBOR	0.9616	%

Bank fees and other costs of $2.2 million incurred in connection with the acquisition and amendment of the facility have been capitalized and are amortized to interest expense on a straight-line basis over the expected life of the facility. As of March 31, 2022 and December 31, 2021, the remaining unamortized fees and costs of $2.0 million and $1.8 million, respectively, are being amortized over the expected life of the facility, which is expected to terminate on October 18, 2026.

The facility is revolving and as such does not have a specified repayment schedule, although advances are secured by the assets of the Fund and thus repayments will be required as assets decline. The facility contains various covenants including financial covenants related to: (i) minimum debt service coverage ratio, (ii) interest coverage ratio, (iii) unfunded commitment ratio, (iv) maximum quarterly loan loss reserve ratio, (v) maximum annual loan loss reserve ratio and (vi) maximum loan loss test. There are also various restrictive covenants, including limitations on: (i) the incurrence of liens, (ii) consolidations, mergers and asset sales and (iii) capital expenditures. As of March 31, 2022 and December 31, 2021, Management is not aware of instances of non-compliance with financial covenants.

The following is the summary of the outstanding facility draws as of March 31, 2022:

Amount

Maturity Date

All-In Interest Rate (a)

LIBOR Market Index Rate Loan

88,500,000

October 18, 2026

Variable based on 1-Month LIBOR rate

Total Outstanding

88,500,000

(a) Inclusive of 1.91% applicable LIBOR margin plus LIBOR rate.

The following is the summary of the outstanding facility draws as of December 31, 2021:

Amount

Maturity Date

All-In Interest Rate (a)

LIBOR Market Index Rate Loan

54,500,000

October 18, 2026

Variable based on 1-Month LIBOR rate

Total Outstanding

54,500,000

(a) Inclusive of 1.83% applicable LIBOR margin plus LIBOR rate.

7. MANAGEMENT FEE

Management

As compensation for its services to the Fund, the Manager, commencing when capital is first called from the members of the Company, will receive an investment management fee from the Fund (the “Management Fee”). The aggregate annual amount of Management Fee for each annual period (which will be comprised of four whole fiscal quarters and which, in the case of the first year, will commence on the first day of the first fiscal quarter commencing on or following the first capital commitment, and will be calculated as a percentage of committed capital, is as follows:


						Management Fee
Year 1						1.575%
Year 2						1.600%
Year 3						1.575%
Year 4						1.500%
Year 5						1.250%
Year 6						0.900%
Year 7						0.600%
Year 8						0.350%
Year 9						0.150%

There will be no Management Fee payable after the ninth-year anniversary of the first capital contribution date.

7.Management Fees of $2.0 million were recognized for the three months ended March 31, 2022. There were no management fees for the three months ended March 31, 2021 as the Fund had not commenced investment operations.

8. TAX STATUS

The Fund had no taxable income for the three months ended March 31, 2022 and 2021. The Fund anticipates electing to be treated as a regulated investment company ("RIC') under Subchapter M of the Internal Revenue Code (the "Code") and anticipates operating in a manner so as to qualify for the tax treatment applicable to RICs.

Below are tables summarizing the cost of investments for federal income tax purposes and the appreciation and depreciation of the investments reported on the Condensed Schedules of Investments and Condensed Statements of Assets and Liabilities as of March 31, 2022 and December 31, 2021.


	As of March 31, 2022
Asset	Cost		Unrealized Appreciation		Unrealized Depreciation		Net Appreciation (Depreciation)
Loans	$	141,444,450	$	—	$	—	$	—

Total	$	141,444,450	$	—	$	—	$	—


	As of December 31, 2021
Asset	Cost		Unrealized Appreciation		Unrealized Depreciation		Net Appreciation (Depreciation)
Loans	$	74,498,626	$	—	$	—	$	—

Total	$	74,498,626	$	—	$	—	$	—

Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with U.S. GAAP. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in-capital or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non- deductible expenses. These differences are generally determined in conjunction with the preparation of the Fund’s annual RIC tax return.

Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are reclassified among the Fund’s capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from U.S. GAAP. The determination of the tax attributes of the Fund’s distributions is made annually as of the end of the Fund’s taxable year and is generally based upon its taxable income for the full taxable year and distributions paid for the full taxable year. As a result, a determination made on a quarterly basis may not be representative of the actual tax attributes of the Fund’s distributions for a full taxable year. As of March 31, 2022, the Fund had determined the tax attributes of its distributions taxable year-to-date to be from its current and accumulated earnings and profits. There is not yet, however, certainty as to what the actual tax attributes of the Fund’s distributions to the shareholders will be by the year-ended December 31, 2022.

The Fund anticipates distributing all distributable earnings by the end of the year. As of March 31, 2022, the Fund had no undistributed earnings. The Fund may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the shareholder’s tax basis in its shares.

The Fund’s tax returns remain open for examination by the federal government for a period of three years and California tax authorities for a period of four years from when they are filed. As of March 31, 2022, the Fund had no uncertain tax positions and no capital loss carryforwards.

9. UNEXPIRED UNFUNDED COMMITMENTS

As of March 31, 2022 and December 31, 2021, the Fund’s unexpired unfunded commitments to borrowers totaled $67.5 million and $52.8 million, respectively. Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid. It is the Manager’s experience that not all unexpired unfunded commitments will be used by the borrowers. Many credit agreements contain provisions which are milestone dependent and not all borrowers will achieve these milestones. Additionally, the Fund’s credit agreements contain

provisions that give relief from funding obligations in the event the borrower has a material adverse change to its financial condition. Therefore, the unexpired unfunded commitments do not necessarily reflect future cash requirements or future investments for the Fund.

The table below are the Fund’s unexpired unfunded commitments as of March 31, 2022 and December 31, 2021:


Borrower	Industry	Unexpired Unfunded Commitment as of March 31, 2022		Expiration Date
Literati, Inc.	Other Technology	$	5,000,000	03/31/23
Bryte, Inc.	Other Technology	2,500,000		01/31/23
EasyKnock, Inc.	Other Technology	7,500,000		01/31/23
StayTuned Digital, Inc.	Software	3,113,732		12/31/22
Ocurate, Inc.	Software	1,000,000		12/31/22
Sonatus, Inc	Software	5,000,000		12/31/22
RetailerX, Inc.	Internet	2,000,000		12/30/22
Actual Systems, Inc.	Software	2,000,000		12/12/22
Quartzy, Inc.	Biotechnology	3,750,000		11/15/22
RenoFi, Inc.	Internet	3,000,000		10/31/22
Ceres Imaging, Inc.	Other Technology	1,750,000		10/31/22
iLearningEngines Inc.	Technology Services	7,500,000		07/31/22
Lacuna Technologies, Inc.	Other Technology	2,500,000		07/31/22
UCM Digital Health, Inc.	Software	875,000		07/31/22
Breakout Commerce, Inc.	Software	1,500,000		07/31/22
Gladly Software, Inc.	Software	5,000,000		07/30/22
Terradepth, Inc.	Semiconductors & Equipment	6,000,000		06/30/22
OneLocal, Inc.	Internet	500,000		06/30/22
WorkRails, Inc.	Software	250,000		05/31/22
Chairman Me, Inc.	Other Technology	500,000		05/31/22
Beekeeper's Naturals, Inc.	Other Technology	1,000,000		05/15/22
Loansnap Holdings Inc.	Technology Services	3,750,000		04/30/22
Scripta Insights, Inc.	Other Technology	500,000		04/30/22
Kinoo, Inc.	Other Technology	1,000,000		04/30/22
Total		$	67,488,732


Borrower	Industry	Unexpired Unfunded Commitment as of December 31, 2021		Expiration Date
Breakout Commerce, Inc.	Software	$	1,500,000	07/31/22
Bryte, Inc.	Other Technology	2,500,000		01/31/23
Ceres Imaging, Inc.	Other Technology	1,750,000		10/31/22
Gladly Software, Inc.	Software	15,000,000		07/30/22
iLearningEngines Inc.	Technology Services	7,500,000		07/31/22
Kinoo, Inc.	Other Technology	1,000,000		04/30/22
Lacuna Technologies, Inc.	Other Technology	2,500,000		07/31/22
Lassen Peak, Inc.	Security	375,000		01/31/22
Loansnap Holdings Inc.	Technology Services	3,750,000		04/30/22
Luva Inc.	Other Technology	500,000		02/28/22
RenoFi, Inc.	Internet	6,000,000		10/31/22
Scripta Insights, Inc.	Other Technology	500,000		04/30/22
Sonatus, Inc	Software	5,000,000		12/31/22
StayTuned Digital, Inc.	Software	3,213,732		12/31/22
TomoCredit, Inc.	Other Technology	1,500,000		01/31/22
WorkRails, Inc.	Software	250,000		05/31/22
Total		$	52,838,732

10. FINANCIAL HIGHLIGHTS

U.S. GAAP requires disclosure of financial highlights of the Fund for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021.

The total rate of return is defined as the return based on the change in value during the period of a theoretical investment made at the beginning of the period. The total rate of return assumes a constant rate of return for the Fund during the period reported and weights each cash flow by the amount of time held in the Fund. This required methodology differs from an internal rate of return.

The ratios of expenses and net investment ~~income~~income(loss) to average net assets, calculated below, are annualized and are computed based upon the aggregate weighted average net assets of the Fund for the periods presented. Net investment income is inclusive of all investment income, net of expenses and excludes realized or unrealized gains and losses.

Beginning and ending net asset values per share are based on the beginning and ending number of shares outstanding. Other per share information is calculated based upon the aggregate weighted average net assets of the Fund for the periods presented.

The following per share data and ratios have been derived from the information provided in the financial statements.


	For the Three Months Ended March 31, 2022			For the Three Months Ended March 31, 2021 *

Total return**	2.69		%	(16.22)		%

Per share amounts:
Net asset value, beginning of period	$	359.85		$	0.25

Net investment income (loss)	14.29			(0.04)
Net realized and change in unrealized gain (loss) from loans and derivative instruments	—			—
Net increase in net assets resulting from operations	14.29			(0.04)

Distributions of income to shareholder	(14.29)			—
Return of capital to shareholder	(36.21)			—
Contributions from shareholder	350.00			—
Net asset value, end of period	$	673.64		$	0.21

Net assets, end of period	$	67,364,474		$	20,613

Ratios to average net assets:

Expenses***	20.37		%	(64.99)		%
Net investment income (loss)***	10.56		%	(64.99)		%
Portfolio turnover rate	—		%	—		%
Average debt outstanding	$	68,000,000		$	—

* The Fund commenced investment operations on October 1, 2021. The ratios ~~below primarily~~shown as of March 31, 2021 reflect the organizational costs for the formation of the Fund. ~~The Fund has~~

** Total return amounts presented above are not ~~commenced investment operations.~~

For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021

Total return 316.44 % * (1012.07) %

Per share amounts:
Net asset value, beginning of period $ (0.54) $ 0.25
Net investment loss (1.70) (2.49)
Net realized and change in unrealized gain (loss) from loans and derivative instruments — —
Net increase in net assets resulting from operations (1.70) (2.49)
Distributions to shareholder — —
— —
Contributions from shareholder — —
Net asset value, end of period $ (2.24) $ (2.24)
Net assets, end of period $ (224,398) $ (224,398)

Ratios to average net assets:
Expenses 1224.10 % 8138.48 %
Net investment loss 1224.10 % 8138.48 %
annualized.

*~~Note: This is a mathematical positive value from an investment loss divided by a negative net asset value.~~

**Annualized.

8.11. SUBSEQUENT EVENTS

On October 1, 2021, the Company initiated a 10% capital call of $40.1 million, to its non-Employee Retirement Income Security Act (“non-ERISA”) members. On October 5, 2021, the Company contributed $26.5 million to the Fund in order to begin investment operations and the Fund completed its first investment on the same day. On October 11, 2021 the Company initiated a 10% capital call of $9.9 million to the Employee Retirement Income Security Act (“ERISA”) members.

On October 18, 2021, the Fund entered into a Loan and Security Agreement by and among the Company, WTI Fund X, GP, LLC, a Delaware limited liability company (the “GP” and together with the Company, the “Guarantors”), the several financial institutions from time to time party thereto (the “Lenders”), and ING Capital LLC, as a Lender, a Joint Lead Arranger and administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as Swingline Lender that established a secured revolving loan facility in an initial amount of up to $125,000,000 with the option to request that borrowing availability be increased up to $375,000,000, subject to further negotiation and credit approval.

The Fund evaluated ~~additional~~ subsequent events through the date the financial statements were issued and determined that no additional subsequent events had occurred that would require accrual or disclosure in the financial statements.

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

In addition to the historical information contained herein, the information in this Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the securities laws. These forward-looking statements reflect the current view of the Fund with respect to future events and financial performance and are subject to several risks and uncertainties, many of which are beyond the Fund’s control. All statements, other than statements of historical facts included in this Quarterly Report, regarding the strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Fund are forward-looking statements. For example, statements in this Form 10-Q regarding the potential future impact of the COVID-19 pandemic on the Fund’s business and results of operations are forward-looking statements. When used in this report, the words “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements speak only as of the date of this report. The Fund does not undertake any obligation to update or revise publicly any forward-looking statements, whether resulting from new information, future events or otherwise, except as required by law.

The reader of this Quarterly Report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome. The Fund’s actual results could differ materially from those suggested by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments, competition and macro-economic changes including inflation, interest rate expectations, among other factors, including those set forth in the section of this Quarterly Report titled “Risk Factors” and in Item 1A - “Risk Factors” in the Fund’s 2021 Annual Report on Form ~~10-12G/A filed on June 30, 2021.~~10-K. This entire Quarterly Report should be read to put such forward-looking statements in context and to gain a more complete understanding of the uncertainties and risks involved in the Fund’s business.

Overview

The Fund is ~~one hundred percent~~100% owned by the Company. The Fund’s shares of common stock, at $0.001 par value, were sold to its sole shareholder, the Company, under a stock purchase agreement. The Fund has issued 100,000 of the Fund’s 10,000,000 authorized shares. The Company may make additional capital contributions to the Fund.

The Fund provides financing and advisory services to a variety of carefully selected venture-backed companies that have received equity funding from traditional sources of venture capital equity funding (i.e. a professionally managed venture capital firm), as well as non-traditional sources of venture capital equity funding (e.g. angel investors, strategic investors, family offices, crowdfunding investment platforms, etc.) (collectively, “Venture-Backed Companies”), primarily throughout the United States with a focus on growth-oriented companies. The Fund’s portfolio will consist of companies in the communications, information services, media, technology (including software and technology-enabled business services), biotechnology, and medical devices industry sectors, among others. The Fund’s capital is generally used by its portfolio companies to finance acquisitions of fixed assets and working capital.

~~As of September 30,~~ On October 1, 2021, the ~~Fund had not yet commenced investment operations and had no operations other than accruing organizational expenses and~~Company completed its first closing of capital contributions. On the sale of 100,000 Shares to the Company for $25,000 in October 2020 and the receipt of $25,000 from the Company as consideration for the purchase of the Shares. This issuance of stock was required by the California Commissioner of Corporations forsame day, the Fund made its first investment and became a non-diversified, closed-end investment company that elected to ~~apply for~~be treated as a ~~finance lender’s license, which was issued to~~BDC under the ~~Fund on April 5, 2021.~~1940 Act. While the Fund intends to operate as a non-diversified investment company within the meaning of Section 5(b)(2) of the 1940 Act, from time to time, the Fund may act as a diversified investment company within the meaning of Section 5(b)(1) of the 1940 Act.

The Fund expects to eventually elect to be treated as an RIC under the Code for federal income tax purposes. Pursuant to this election, the Fund generally will not have to pay corporate-level taxes on any income ~~distributed~~it distributes to its shareholder as dividends, allowing the Company to substantially reduce or eliminate its corporate-level tax liability.

The Fund will seek to meet the ongoing requirements, including the diversification requirements, to qualify as an RIC under the Code. If the Fund fails to meet these requirements, it will be taxed as an ordinary corporation on

its taxable income for that year (even if that income is distributed to the members of the Company as ordinary income); thus, such income will be subject to a double layer of tax. There is no assurance that the Fund will meet the ongoing requirements to qualify as an RIC for tax purposes.

The ~~Fund~~’sFund’s investment objective is to achieve superior risk-adjusted investment returns and it ~~will seek~~seeks to achieve that objective by providing debt financing to portfolio companies, most of which are private. The Fund ~~will~~ generally ~~receive~~receives warrants to acquire equity securities in connection with its portfolio investments and ~~will~~ generally ~~distribute~~distributes these warrants to its shareholder upon receipt, or soon thereafter. The Fund also ~~will have~~has guidelines for the percentages of total assets ~~which will be~~that are invested in different types of assets.

The portfolio investments of the Fund ~~will~~ primarily consist of debt financing to Venture-Backed Companies in the technology sector. The borrower’s ability to repay its loans may be adversely impacted by several factors, and as a result, the loan may not be fully repaid. Furthermore, the Fund’s security interest in any collateral over the borrower’s assets may be insufficient to make up any shortfall in payments. Some of our portfolio companies may be impacted by rising inflation, which could have a material impact in their results of operations, specifically cost and revenues. As such, rising inflation may have an adverse impact on the portfolio borrowers’ ability to maintain their good credit standing, as well as their ability to pay their interest and principal obligations to the Fund. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

The Fund’s investment income is also expected to decline following the end of the Fund's commitment period which is on December 31, 2025. After the commitment period, the Fund may no longer make loan commitments to reinvest the proceeds of matured investments in new loans. Any proceeds will be distributed to the Company. The investment period may be extended by up to two calendar quarters at the discretion of the Manager.

Transactions with Venture Lending & Leasing IX, Inc. (“Fund IX”)

The ~~Investment~~ Manager also serves as investment manager for Fund IX which is expected to continue to make new debt investments through the termination of Fund IX’s investment period (such investment period, which terminates on June 30, 2023, but which may be extended by the Investment Manager by up to two calendar quarters at its sole discretion, the “~~Fund IX Investment Period”); provided however that from and after the date that is one year prior to the termination of the Fund IX Investment Period, the “Fund IX Investment Period Rampdown Date,” Fund IX will only make debt investments that Fund IX committed to make prior to the Fund IX Investment Period Rampdown Date.~~IX. The Fund’s board of directors intends that so long as Fund IX has capital available to invest in loan transactions with final maturities earlier than December 31, ~~2030~~2028 (the date on which Fund IX’s existence automatically expires), the Fund will make debt investments in each portfolio company in which Fund IX makes debt investments (“Debt Investments”),. Generally, the amount of each Debt Investment will be allocated 50% to the Fund and 50% to Fund IX, or such other allocations as may be determined by the respective fund boards, so long as the Fund has capital available to invest. The ability of the Fund to co-invest with Fund IX, and other clients advised by the Manager, is subject to the conditions (“Conditions”) with which the Funds are currently complying while seeking certain exemptive relief from the Securities and Exchange Commission (“SEC”) from the provisions of Sections 17(d) and 57 of the 1940 Act and Rule 17d-1 thereunder. ~~Generally, it is expected~~To the extent that clients, other than Fund IX, advised by the ~~amount of each Investment will be allocated 50%~~Manager (but in which the Manager has no proprietary interest) invest in opportunities available to the Fund, ~~and 50% to Fund IX, until~~the Manager will allocate such ~~time as Fund IX runs low on investable capital, at which time, the allocation may be based on the remaining capital available for investment, or, subject to approval by the board of directors of~~opportunities among the Fund and such other clients in a manner deemed fair and equitable considering all of the ~~board~~circumstances in accordance with the Conditions.

COVID-19’s Impact on Results of ~~directors~~Operations and Liquidity & Capital Resources

The effects of the COVID-19 pandemic and the related actions by governments around the world to attempt to contain the spread of the virus had an impact on a number of the Fund’s portfolio companies’ business and operations.

addition, the impact on local economies is uncertain and the speed of economic recovery may vary across different industries both locally and globally. The Fund is continuing to maintain close communications with its loan portfolio companies to proactively assess and manage potential risks. In addition, Management is continuing to maintain oversight analysis of credits across the Fund's loan investment ~~pace, remaining commitment periods,~~portfolio in an attempt to manage the potential credit risk and improve loan performance.

Management is also monitoring the Fund’s continued access to capital resources through periodic and timely communication with the bank syndicate and the Company’s members. In addition, the Fund will take proactive steps to ensure and maintain an appropriate liquidity position based on circumstances. The Fund believes its existing cash balance, scheduled monthly payments from borrowers, and access to capital from its debt facility and the Company’s members will be sufficient to satisfy its working capital needs, debt repayments, and other ~~relevant factors.~~liquidity requirements associated with its existing operations.

Critical Accounting Policies, Practices and Estimates

Critical Accounting Policies and Practices are those accounting policies and practices that are both the most important to the portrayal of the Fund’s net assets and results of operations and require the most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Critical accounting estimates are accounting estimates where the nature of the estimates is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on net assets or operating performance is material.

In evaluating the most critical accounting policies and estimates, the Manager has identified the estimation of fair value of the Fund’s loan investments as the most critical of the accounting policies and accounting estimates applied to the Fund’s reporting of net assets or operating performance. In accordance with U.S. GAAP, the Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale. There is no readily available market price or secondary market for the loans made by the Fund to borrowers, hence the Manager determines fair value based on a hypothetical market and the estimates are subject to high levels of judgment and uncertainty. The Fund’s loan investments are considered Level 3 fair value measurements in the fair value hierarchy due to the lack of observability over many of the important inputs used in determining fair value. In particular, the Manager has identified the fair value of the Fund’s loan investments that exhibit indicators of the potential for credit deterioration and the completeness of those loan investments, as a critical accounting matter that may involve significant and material estimates and inputs from the Manager in determining the fair value of those loan investments.

Critical judgments and inputs in determining the fair value of a loan include the estimated timing and amount of future cash flows and probability of future payments, based on the assessment of payment history, available cash and “burn rate,” revenues, net income or loss, operating results, financial strength of borrower, prospects for the borrower’s raising future equity rounds, likelihood of sale or acquisition of the borrower, length of expected holding period of the loan, collateral position, the timing and amount of liquidation of collateral for loans that are experiencing significant credit deterioration and, as a result, collection becomes collateral-dependent, as well as an evaluation of the general interest rate environment. Management has evaluated these factors and has concluded that the effect of a deterioration in the quality of the underlying collateral, increase in the size of the loan, increase in the estimated time to recovery, and increase in the hypothetical market coupon rate would have the effect of decreasing the fair value of loan investments. The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and the loan. Such changes result in the fair value being adjusted from par value of the individual loan. Where the risk profile is consistent with the original underwriting, the par value of the loan often approximates fair value.

The actual value of the loans may differ from Management’s estimates, which would affect net change in net assets resulting from operations as well as assets.

~~COVID-19’s Impact on Results of Operations and Liquidity & Capital Resources~~

Throughout the 2020, the effects of the COVID-19 pandemic and the related actions by governments around the world to attempt to contain the spread of the virus had an impact on the business and operations on the types of companies the Fund invests in. At the end of 2020, vaccines were approved for deployment by governmental health agencies resulting in reduced quarantine and travel restrictions and an improved economic outlook.

Although markets are continuing to stabilize and recover, uncertainty remains regarding the full extent of the long-term economic impact on the Fund’s business operations, results of operations, and access to liquidity and capital resources. The potential impact on the Fund will depend on many factors beyond the Fund’s control, including, without limitations, (i) the timing, extent, trajectory, and duration of the pandemic, (ii) the restrictions and advisories put in place to combat the pandemic, (iii) the effects of the pandemic and measures to combat the pandemic on the financial markets, and (iv) the impact on the economy overall, all of which are highly uncertain and cannot be predicted. In addition, the impact on local economics is uncertain and the speed of economic recovery may vary across different industries both locally and globally. The Fund intends to maintain close communications with its loan portfolio companies to proactively assess and manage potential risks. In addition, Management intends to maintain oversight analysis of credits across the Fund's loan investment portfolio in an attempt to manage the potential credit risk and improve loan performance.

Management will also monitor the Fund’s continued access to capital resources through periodic and timely communication with the bank syndicate and the Company’s members. The Fund believes its cash balance, scheduled monthly payments from borrowers, and access to capital from its debt facility and the Company’s members will be sufficient to satisfy its working capital needs, debt repayments, and other liquidity requirements associated with its existing operations.

Results of Operations - For the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021

Analysis of Interest Income

Total investment income for the three months ended March 31, 2022, and 2021 was $4.2 million and $0, respectively, which primarily consisted of interest on venture loans outstanding. The remaining income consisted of interest and dividends on the temporary investment of cash.

The following table shows the average balance, interest income, and weighted average interest rate for the cash and non-cash portion of interest income for the three months ended March 31, 2022, and 2021.


	For the Three Months Ended March 31, 2022								For the Three Months Ended March 31, 2021 *
	Average Outstanding Balance		Interest Income		Weighted Average Interest Rate - Cash Portion		Weighted Average Interest Rate - Non-Cash Portion		Average Outstanding Balance		Interest Income		Weighted Average Interest Rate - Cash Portion		Weighted Average Interest Rate - Non-Cash Portion
Performing Loans	$	102,854,406	$	4,163,507	12.10	%	4.09	%	$	—	$	—	—	%	—	%
All Loans	$	102,854,406	$	4,163,507	12.10	%	4.09	%	$	—	$	—	—	%	—	%

*The Fund commenced investment operations on October 1, 2021 and there were no loans outstanding as of March 31, 2021.

The increase in interest income on venture loans outstanding is a reflection of the start of investment operations beginning in October 2021.

Analysis of Interest Expense

Interest expense was comprised of amounts related to interest on debt amounts drawn down, unused credit line fees, and amounts amortized from deferred fees incurred in conjunction with the debt facility.

The following table shows the average balance, interest expense, and weighted average interest rate for the three months ended March 31, 2022, and 2021.


	For the Three Months Ended March 31, 2022					For the Three Months Ended March 31, 2021 *
	Average Balance		Interest Expense	Weighted Average Interest Expense Rate		Average Balance		Interest Expense		Weighted Average Interest Expense Rate
Bank Facility	$	68,000,000	$679,911	4.00	%	$	—	$	—	—	%

*The Fund commenced investment operations on October 1, 2021.

Interest expense increased due primarily to the establishment and utilization of the bank facility to support the investment and business operations of the Fund.

Analysis of Operating Expense

~~The Fund has not commenced investment operations. However, there were expenses related to the organization of the Fund.~~ The following table shows the components of operating expense for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021.


	For the Three Months Ended		For the Three Months Ended		Change
	March 31, 2022		March 31, 2021 *		($)
Organizational costs	$	—	$	3,990	$	(3,990)
Management fees	1,968,750		—		1,968,750
Banking and professional fees	79,084		—		79,084
Other operating expenses	28,504		—		28,504
Total Operating Expense	$	2,076,338	$	3,990	$	2,072,348

*The Fund commenced investment operations on October 1, 2021.

Organizational costs were $0 and less than $4 thousand for the three months ended March 31, 2022, and 2021, respectively. No additional organizational costs were incurred in 2022 as the Fund commenced investment operations on October 1, 2021.

For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021
Organizational costs $ 121,236 $ 199,340
Professional fees 10,815 11,199
Other operating expenses 38,462 38,462
Total operating expenses $ 170,513 $ 249,001
Management fees for the three months ended March 31, 2022 were $2.0 million. Management fees were calculated at 1.575% of the Company's committed capital. There were no management fees for the three months ended March 31, 2021 as the Fund had not commenced investment operations.

~~Professional~~Banking and professional fees ~~included legal~~and Other operating expenses were $0.1 million for the three months ended March 31, 2022. There were no banking and professional fees ~~associated with loans to be split with Venture Lending & Leasing IX, Inc. once~~for the ~~fund begins~~three months ended March 31, 2021 as the Fund had not commenced investment ~~operations following the completion of the first capital call by the Company.~~operations.

Non-recurring fees

The Fund may receive non-recurring fees in connection with the origination and servicing of portfolio loans. Transactions in this category may include forfeited commitment fees and unamortized warrants, that become recognized as other income after the loan commitment period expires. Other ~~operating expenses was comprised~~non-recurring fees include pre-payment fees which are recognized as other income in the period received. Legal fee reimbursements for deal due diligence and drafting of ~~director fees.~~documents are recognized as offsets against legal expenses. Non-recurring fees for the three months year ended March 31, 2022 and 2021 totaled $0.3 million and $0, respectively.

Liquidity and Capital Resources – ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

The Fund is owned entirely by the Company. The Company is expected, but not required, to make further contributions to the capital of the Fund to the extent of the Company’s members’ capital commitment to the Company and excess cash balances of the Company. Total capital contributed to the Fund was ~~$25,000~~$79.5 million and $44.5 million as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020. Committed capital~~2021, respectively. As of ~~the Company as of September 30, 2021~~both March 31, 2022 and December 31, ~~2020 was~~2021, the Company had subscriptions for capital in the amount of $500.0 million, ~~and $25,000, respectively,~~ of which ~~$25,000~~$95.0 million and $50.0 million had been called asand received, respectively. As of ~~September 30, 2021 and December~~March 31, 2020, and one hundred percent of which was contributed to the Fund as consideration for the Company’s purchase of 100,000 Shares in October 2020. This issuance of stock by the Fund was required by the California Commissioner of Corporations for the Fund to apply for a finance lender’s license, which was issued to the Fund on April 5, 2021. The $500.02022, $405.0 million of ~~committed~~ capital ~~which~~ remains ~~outstanding as of September 30, 2021, will expire~~uncalled and the uncalled capital expires on the Fund’s fifth anniversary of its first investment unless extended. Management is permitted to extend the Fund’s investment period by up to two (2) additional calendar quarters in its sole and absolute discretion. ~~Subsequent to September 30,~~

The change in cash for the three months ended March 31, 2022 and 2021 ~~the Company initiated its first capital calls of 10% of committed capital due~~was as follows:


	For the Three Months Ended March 31, 2022		For the Three Months Ended March 31, 2021*
Net cash used in operating activities	$	(70,966,567)	$	—
Net cash provided by financing activities	68,750,000		—
Net decrease in cash and cash equivalents	$	(2,216,567)	$	—

*The Fund commenced investment operations on October 1, 2021 ~~for its non-Employee Retirement Income Security Act (“non-ERISA”) members and October 11, 2021 for its Employee Retirement Income Security Act (“ERISA”) members.~~.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020, cash was (11.1)%~~2021, 19.95% and ~~101.6%~~43.52%, respectively, of the Fund’s net assets ~~respectively. As~~consisted of ~~September 30,~~cash and cash equivalents.

On October 18, 2021, the Fund ~~has not yet commenced investment operations.~~entered into a loan agreement with ING Capital LLC, that established a secured revolving loan facility in an initial amount of up to $125.0 million with the option to request that borrowing availability be increased up to $375.0 million, subject to further negotiation and credit approval. On December 17, 2021, the Fund entered into an Assignment, Assumption and Accession Agreement and Amendment No. 1 to the Loan and Security Agreement with ING Capital LLC and Zions Bancorporation N.A. dba California Bank & Trust, with participation from Wells Fargo Bank, N.A., Bank Leumi USA, Bank of Hope and MUFG Union Bank, N.A., that increased the size of the facility to $250.0 million (the “Amended Loan Agreement”). Effective January 18, 2022, ING Capital assigned $30.0 million of its commitment to City National Bank. An additional $125.0 million is potentially available to the Fund, subject to further negotiation and credit approval, through an accordion provision.

Borrowings by the Fund are collateralized by (i) the personal property and other assets of the Fund (“Fund Secured Borrowings”) and up to the sum of the unfunded capital commitments of the Company’s investors, the rights of the Manager to such capital commitments (“Subscription Secured Borrowings”). Loans under the facility may be, at the option of the Fund, a Reference Rate Loan, a LIBOR Loan or a LIBOR Market Index Rate Loan. The Fund pays interest on its borrowings and also pays a fee on the unused portion of the facility. The facility terminates on October 18, 2026, but can be accelerated in the event of default, such as the failure by the Fund to make timely interest or principal payments. As of March 31, 2022, $88.5 million was outstanding under the facility.

Amounts disbursed under the Fund’s loan commitments were $72.0 million for the three months ended March 31, 2022. Unexpired unfunded commitments totaled $67.5 million as of March 31, 2022.

As of

Cumulative Amount Disbursed

Principal Reductions and Fair Market Adjustments

Balance Outstanding - Fair Value

Unexpired Unfunded Commitments

March 31, 2022

$154.7 million

$13.3 million

$141.4 million

$67.5 million

December 31, 2021

$82.8 million

$8.3 million

$74.5 million

$52.8 million

The unexpired unfunded commitments by portfolio company as of March 31, 2022 and December 31, 2021 are detailed in Note 9 to the financial statements included in this filing.

Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid. It is the ~~Management’s~~Fund’s experience that not all unexpired unfunded commitments will be used by borrowers. Many credit agreements contain provisions that are milestone dependent and not all borrowers will achieve these milestones. Additionally, the Fund’s credit agreements contain provisions that give relief from funding obligations in the event the borrower has a materially adverse change in its financial condition. Therefore, the unexpired unfunded commitments do not necessarily reflect future cash requirements or future investments for the Fund.

The Fund ~~will seek~~seeks to meet the requirements to qualify for the special pass-through status available to RICs under the Code, and thus to be relieved of federal income tax on that part of its net investment income and realized capital gains that it distributes to its shareholder. To qualify as ana RIC, the Fund must distribute to its shareholder for

each taxable year at least 90% of its investment company taxable income (consisting generally of net investment income and net short-term capital gain) ~~(“Distribution~~(the “Distribution Requirement”). To the extent that the terms of the Fund’s venture loans provide for the receipt by the Fund of additional interest at the end of the loan term or provide for the receipt by the Fund of a purchase price for the asset at the end of the loan term (“residual income”), the Fund would be required to accrue such residual income over the life of the loan, and to include such accrued undistributed income

in its gross income for each taxable year even if it receives no portion of such residual income in that year. Thus, in

order to meet the Distribution Requirement and avoid payment of income taxes or an excise tax on undistributed income, the Fund may be required in a particular year to distribute as a dividend an amount in excess of the total amount of income it actually receives. Those distributions will be made from the Fund’s cash assets, from amounts received through amortization of loans or from borrowed funds.

As of ~~September 30, 2021,~~March 31, 2022, the Fund had a cash balance of ~~$25,000. Because the Fund has not yet commenced investment operations, it does not have any~~$13.4 million and $34.3 million in scheduled loan receivable payments over the next ~~year.~~twelve months. Additionally, the Fund has access to ~~$500.0 million in~~ uncalled capital of $405.0 million as a liquidity source and a borrowing base that grows as it funds additional commitments. These amounts are sufficient to ~~fund investment operations once they commence.~~meet the current commitment backlog and operational expenses of the Fund over the next year. The Fund ~~will constantly evaluate~~regularly evaluates potential future liquidity resources and demands before making ~~any~~additional future

commitments.

On April 30, 2021, the Fund’s sole shareholder, the Company, approved a reduced asset coverage ratio of 150% for the Fund as permitted in Section 61(a)(2) of the 1940 Act. Accordingly, the Fund is permitted to borrow in any amount so long as its asset coverage ratio, as defined in the 1940 Act, is at least 150% after giving effect to such borrowings. As of March 31, 2022 the Fund’s asset coverage ratio was 176%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Fund’s business activities ~~will~~ contain elements of risk of which Management considers interest rate and credit risk to be the principal types of risk. Because the Fund considers the management of risk essential to conducting its business and to maintaining profitability, the Fund’s risk management procedures are designed to identify and analyze the Fund’s risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.

The Fund ~~will manage~~manages its market risk by maintaining a portfolio that is diverse by industry, size of investment, stage of development, and borrower. The Fund ~~will have~~has limited exposure to public market price fluctuations as the Fund ~~will~~ primarily ~~invest~~invests in private business enterprises and ~~distribute~~distributes all equity investments upon receipt to the Company.

The Fund’s investments ~~will be~~are subject to market risk based on several factors, including, but not limited to, the borrower’s credit history, available cash, support of the borrower’s underlying investors, “burn rate”, revenue income, security interest, secondary markets for collateral, the size of the loan, ~~and~~ term of the loan, and the ability to exit via ~~Initial Public Offering~~initial public offering or ~~Merger~~merger and ~~Acquisition.~~acquisition.

The Fund’s exposure to interest rate sensitivity ~~will be~~is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Fund ~~will utilize~~utilizes various methods to assess interest rate risk in terms of the potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to ensure that the Fund is insulated from any significant adverse effects from changes in interest rates. At March 31, 2022, the outstanding debt balance was $88.5 million with a floating interest rate based on a daily 1- month LIBOR rate, for which the Fund had no interest protection on the entire outstanding debt balance.

Because the Fund’s loans ~~will~~ impose a fixed interest rate upon funding, changes in short-term interest rates will not directly affect interest income associated with the loan ~~portfolio.~~portfolio as of March 31, 2022. However, those changes could have the potential to change the Fund’s ability to originate loan commitments, acquire and renew bank facilities, and engage in other investment activities. Further, changes in short-term interest rates also could affect interest rate expense, realized gain from investments and interest on the Fund’s short-term investments.

Based on the Fund’s Condensed Statements of Assets and Liabilities as of March 31, 2022, the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in investments, borrowings, and cash balances.


Effect of Interest Rate Change By	Other Interest and Other Income (Loss)		Interest Income (Expense)		Increase (Decrease) in Total Income
(0.50)%	$	(67,211)	$	400,020	$	332,809
1%	$	134,421	$	(885,000)	$	(750,579)
2%	$	268,842	$	(1,770,000)	$	(1,501,158)
3%	$	403,264	$	(2,655,000)	$	(2,251,736)
4%	$	537,685	$	(3,540,000)	$	(3,002,315)
5%	$	672,106	$	(4,425,000)	$	(3,752,894)

Although Management believes that the foregoing analysis is indicative of the Fund’s sensitivity to interest rate changes, it does not take into consideration potential changes in the credit market, credit quality, size and composition of the assets in the portfolio. It also does not assume any new fundings to borrowers, repayments from borrowers or defaults on borrowings. Accordingly, no assurances can be given that actual results would not differ materially from the table above.

Because the Fund currently borrows, its net investment income is highly dependent upon the difference between the rate at which it borrows and the rate at which it invests the amounts borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on the Fund’s investment activities and net investment income. The Fund’s exposure to movement in short-term interest rates stems from the Fund borrowing at a floating interest rate but then making loans with a fixed rate at the time the loans are extended.

The Fund is not sensitive to changes in foreign currency exchange rates, commodity prices and other market rates or prices.

Item 4. Controls and Procedures

Disclosure Controls and Procedures:

At the end of the period covered by this report, the Fund carried out an evaluation under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Fund’s disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934 (“Exchange Act”). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Fund’s disclosure controls and procedures were effective as of the end of the period in ensuring that information required to be disclosed was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and in providing reasonable assurance that information required to be disclosed by the Fund in such reports is accumulated and communicated to the Fund’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

The Fund was organized in 2020, has not yet commenced investment operations, and as of September 30, 2021 no operations other than accruing organizational expenses and the sale of 100,000 Shares to the Company in October 2020 and the receipt of $25,000 from the Company as consideration for the purchase of the Shares. This issuance of stock was a requirement in order for the Fund to apply for a finance lender’s license from the California Commissioner of Corporations, which was obtained on April 5, 2021.

Changes in Internal Controls:

There have not been any changes in the Fund’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the Fund’s fiscal quarter ended ~~September 30, 2021~~March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The Fund may become party to certain lawsuits from time to time in the normal course of business. While the outcome of any legal proceedings cannot now be predicted with certainty, the Fund does not expect any such proceedings will have a material effect upon the Fund’s financial condition or results of operation. Management is not aware of any pending legal proceedings involving the Fund. The Fund is not a party to any material legal proceedings.

Item 1A. Risk Factors

The following discussion point should be read in conjunction with Item 1A - “Risk Factors” in the Fund’s Form 10-12G/A filed on June 30, 2021 for a detailed description of the risks attendant to the Fund and its business. Except as set forth below, thereThere have been no material changes to the risk factors reported in the ~~Fund’s~~Fund's 2021 Annual Report on Form ~~10-12G/A filed on June 30, 2021.~~10-K.

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

~~The Fund sold 100,000 Shares to the Fund’s sole shareholder, the Company, for $25,000 in October 2020. No other shares of the Fund have been sold.~~None

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Following the date on which the Fund filed its Registration Statement on Form 10, U.S. Bank National Association (“US Bank”) acquired the custody business of MUFG Union Bank, N.A. (“MUFG”) and the Fund entered into a new Custodian Agreement with US Bank to replace the agreement previously entered into with MUFG, which does not differ materially from the prior agreement. The replacement agreement is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q.None.

Item 6. Exhibits


Exhibit Number			Description
~~3(i)~~3.1			Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on October 119 9, 2020, incorporated by reference to the Fund’s Regi stration Statement on Form 10 filed with the Securities and Exchange Commission on JuMay 10 ~~ne 30,~~, 2021.
~~3(ii)~~3.2			~~Amended and Restated~~ Bylaws of the Fund, incorporated by reference to ~~the Fund’s Form 10 filed with the Securities and Exchange Commission on~~ ~~June 30, 2021~~.
~~4.1~~			~~Form~~Exhibit 3.2 of ~~Stock Purchase Agreement between the Fund and the Company, incorporated by reference to~~ the Fund’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on ~~June 30, 2021~~May 10, 2021.
~~10.2~~4.1			~~Form of~~ ~~Custodial~~Stock Purchase Agreement, ~~with Wells Fargo Bank, National Association~~,dated October 15, 2020, between the Fund and the Company, incorporated by reference to Exhibit 4.1 of the ~~Fund’s Registration~~Fund’s Registration Statement on Form 10 filed with the ~~Securities~~Securities and Exchange Commission on ~~June 30, 2021~~
~~10.3~~			~~Form of~~ ~~Private Investment Company Custody~~ ~~Agreement with~~ ~~U.S.~~ ~~Bank, N.A.~~May 10, 2021.
31.1			Chief Executive Officer (Principal Executive Officer) certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Rules 13a -14(a) and 15d-14(a) Certification).
31.2			Chief Financial Officer (Principal Financial Officer) certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Rules 13a -14(a) and 15d-14(a) Certification).
32.1			Chief Executive Officer (Principal Executive Officer) certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Section 1350 Certification).
32.2			Chief Financial Officer (Principal Financial Officer) certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Section 1350 Certification).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WTI Fund X, INC.

(Registrant)


By:	/s/ ~~Maurice C. Werdegar~~David R.Wanek	By:	/s/ Jared S. Thear
~~Maurice C. Werdegar~~David R. Wanek		Jared S. Thear
President and Chief Executive Officer		Chief Financial Officer
(Principal Executive Officer)		(Principal Financial Officer)
Date:	~~November~~May 12, ~~2021~~2022	Date:	~~November~~May 12, ~~2021~~2022


	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021

Total return	316.44		%	*	(1012.07)		%

Per share amounts:
Net asset value, beginning of period	$	(0.54)			$	0.25

Net investment loss	(1.70)				(2.49)
Net realized and change in unrealized gain (loss) from loans and derivative instruments	—				—
Net increase in net assets resulting from operations	(1.70)				(2.49)

Distributions to shareholder	—				—
	—				—
Contributions from shareholder	—				—
Net asset value, end of period	$	(2.24)			$	(2.24)

Net assets, end of period	$	(224,398)			$	(224,398)

Ratios to average net assets:

Expenses	1224.10		%		8138.48		%
Net investment loss	1224.10		%		8138.48		%