WTI Fund X 10Q 2024 Q3 Quarterly report

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, 2024


[ ]			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 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 [x ] 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 13, 2024
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, 2024 and December 31, 2023

			Condensed Statements of Operations (Unaudited)
			For the three and nine months ended September 30, 2024 and 2023

			Condensed Statements of Changes in Net Assets (Unaudited)
			For the three and nine months ended September 30, 2024 and 2023

			Condensed Statements of Cash Flows (Unaudited)
			For the nine months ended September 30, 2024 and 2023

			Condensed Schedules of Investments (Unaudited)
			As of September 30, 2024 and December 31, 2023

			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, 2024 AND DECEMBER 31, 2023


	September 30, 2024		December 31, 2023
ASSETS
Loans, at estimated fair value
(cost of $462,668,332 and $417,993,719, respectively)	$	430,334,873	$	403,600,113

Cash and cash equivalents	29,674,225		17,230,603
Dividend and interest receivables	6,358,558		5,867,057
Other assets	2,050,739		3,600,930


Total assets	468,418,395		430,298,703

LIABILITIES
Borrowings under debt facility	176,500,000		197,500,000
Accrued management fees	1,968,750		1,968,750
Derivative liability	53,728		110,917

Accounts payable and other accrued liabilities	2,520,861		3,416,900
Total liabilities	181,043,339		202,996,567

NET ASSETS	$	287,375,056	$	227,302,136

Analysis of Net Assets:

Capital paid in on shares of capital stock	$	336,000,000	$	276,000,000
Cumulative return of capital distributions	(32,950,470)		(32,950,470)
Total distributable losses	(15,674,474)		(15,747,394)
Net assets (equivalent to $2,873.75 and $2,273.02 per share based on 100,000 shares of capital stock outstanding - See Notes 5 and 11)	$	287,375,056	$	227,302,136

Commitments & Contingent Liabilities:
Unexpired unfunded commitments (See Note 10)	$	111,260,000	$	132,250,000

See notes to condensed financial statements (unaudited).

WTI FUND X, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023


	For the Three Months Ended September 30, 2024		For the Three Months Ended September 30, 2023		For the Nine Months Ended September 30, 2024		For the Nine Months Ended September 30, 2023

INVESTMENT INCOME:
Interest on loans	$	18,789,303	$	14,959,269	$	61,210,612	$	41,568,456
Other income	355,290		364,183		1,085,021		761,928
Total investment income	19,144,593		15,323,452		62,295,633		42,330,384

EXPENSES:
Management fees	1,968,750		2,000,000		5,906,250		6,000,000

Interest expense	3,141,578		4,336,715		10,294,894		10,700,000
Banking and professional fees	54,703		65,095		392,768		233,883
Other operating expenses	70,288		56,748		288,001		131,426
Total expenses	5,235,319		6,458,558		16,881,913		17,065,309
Net investment income	13,909,274		8,864,894		45,413,720		25,265,075


Net realized gain from derivative instruments	7,669		—		23,597		—
Net change in unrealized loss from loans	(2,317,514)		(6,312,605)		(17,939,853)		(8,587,624)
Net change in unrealized gain (loss) from derivative instruments	(110,351)		—		57,189		—

Net realized and change in unrealized loss from loans and derivative instruments	(2,420,196)		(6,312,605)		(17,859,067)		(8,587,624)
Net increase in net assets resulting from operations	$	11,489,078	$	2,552,289	$	27,554,653	$	16,677,451

Amounts per common share:
Net increase in net assets resulting from operations per share	$	114.89	$	25.52	$	275.55	$	166.77
Weighted average shares outstanding	100,000		100,000		100,000		100,000

See notes to condensed financial statements (unaudited).

WTI FUND X, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023


	Common Stock
	Shares	Par Value		Additional Paid-in Capital		Return of Capital Distributions		Total Distributable Losses		Net Assets
Balance at June 30, 2023	100,000	$	100	$	180,999,900	$	(21,884,926)	$	(356,087)	$	158,758,987
Net increase in net assets resulting from operations	—	—		—		—		2,552,289		2,552,289
Distributions of income to shareholder	—	—		—		—		(4,952,614)		(4,952,614)

Contributions from shareholder	—	—		10,000,000		—		—		10,000,000
Balance at September 30, 2023	100,000	$	100	$	190,999,900	$	(21,884,926)	$	(2,756,412)	$	166,358,662

Balance at June 30, 2024	100,000	$	100	$	335,999,900	$	(32,950,470)	$	(16,119,343)	$	286,930,187
Net increase in net assets resulting from operations	—	—		—		—		11,489,078		11,489,078
Distributions of income to shareholder	—	—		—		—		(11,044,209)		(11,044,209)


Balance at September 30, 2024	100,000	$	100	$	335,999,900	$	(32,950,470)	$	(15,674,474)	$	287,375,056

Balance at December 31, 2022	100,000	$	100	$	142,499,900	$	(21,884,926)	$	(6,884,276)	$	113,730,798
Net increase in net assets resulting from operations	—	—		—		—		16,677,451		16,677,451
Distributions of income to shareholder	—	—		—		—		(12,549,587)		(12,549,587)

Contributions from shareholder	—	—		48,500,000		—		—		48,500,000
Balance at September 30, 2023	100,000	$	100	$	190,999,900	$	(21,884,926)	$	(2,756,412)	$	166,358,662

Balance at December 31, 2023	100,000	$	100	$	275,999,900	$	(32,950,470)	$	(15,747,394)	$	227,302,136
Net increase in net assets resulting from operations	—	—		—		—		27,554,653		27,554,653
Distributions of income to shareholder	—	—		—		—		(27,481,733)		(27,481,733)

Contributions from shareholder	—	—		60,000,000		—		—		60,000,000
Balance at September 30, 2024	100,000	$	100	$	335,999,900	$	(32,950,470)	$	(15,674,474)	$	287,375,056

See notes to condensed financial statements (unaudited).

WTI FUND X, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023


	For the Nine Months Ended September 30, 2024		For the Nine Months Ended September 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets resulting from operations	$	27,554,653	$	16,677,451
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Net realized gain from derivative instruments	(23,597)		—
Net change in unrealized loss from loans	17,939,853		8,587,624
Net change in unrealized gain from derivative instruments	(57,189)		—
Amortization of deferred costs related to debt facility	331,610		327,698
Origination of loans	(171,740,000)		(159,186,990)
Principal payments on loans, net of accretion	122,471,300		48,065,013
Acquisition of equity securities	(15,621,646)		(11,280,358)
Changes in operating assets and liabilities:
Net increase in dividend and interest receivables	(491,501)		(1,536,485)
Net (increase) decrease in other assets	1,218,581		(301,906)
Net increase (decrease) in accounts payable, other accrued liabilities and accrued management fees	(896,039)		956,158
Net cash used in operating activities	(19,313,975)		(97,691,795)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholder	(7,266,000)		—
Contributions from shareholder	60,000,000		48,500,000
Borrowings under debt facility	51,500,000		81,000,000
Repayments of borrowings under debt facility	(72,500,000)		(16,500,000)
Payments of debt facility fees and costs	—		(41,080)
Payments received for derivative instruments	23,597		—
Net cash provided by financing activities	31,757,597		112,958,920

Net increase in cash and cash equivalents	12,443,622		15,267,125

CASH AND CASH EQUIVALENTS:
Beginning of period	17,230,603		9,516,910
End of period	$	29,674,225	$	24,784,035

SUPPLEMENTAL DISCLOSURES:

CASH PAID DURING THE PERIOD:
Interest - Debt facility	$	10,168,871	$	9,723,946
NON-CASH OPERATING AND FINANCING ACTIVITIES:
Distributions of equity securities to shareholder	$	20,215,733	$	12,549,587
Receipt of equity securities as repayment of loans	$	4,594,087	$	1,269,229

See notes to condensed financial statements (unaudited).

WTI FUND X, INC.

CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)

AS OF SEPTEMBER 30, 2024


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
	Biolojic Design Ltd. ** ^		Senior Secured	12.5%	4.0%	$	3,970,099	$	3,938,324	$	3,938,324	8/1/2026
	Mazen Animal Health Inc.		Senior Secured	14.3%		3,190,750		3,086,768		3,086,768		8/1/2026
	Ukko Inc.		Senior Secured	11.5%		2,444,684		2,370,050		2,370,050		5/1/2026
Biotechnology Total		3.3%				$	9,605,533	$	9,395,142	$	9,395,142

Computers & Storage
	Canary Connect, Inc.		Senior Secured	12.0%	7.6%	$	3,624,490	$	3,644,760	$	3,644,760	7/1/2027
	Canary Connect, Inc.		Senior Secured	12.0%	6.6%	1,375,510		1,388,215		1,388,215		7/1/2027
	Canary Connect, Inc. Subtotal					5,000,000		5,032,975		5,032,975
	Proto, Inc.		Senior Secured	12.8%		650,711		650,710		650,710		10/1/2025
	Proto, Inc.		Senior Secured	12.5%		649,637		631,020		631,020		10/1/2025
	Proto, Inc. Subtotal					1,300,348		1,281,730		1,281,730
Computers & Storage Total		2.2%				$	6,300,348	$	6,314,705	$	6,314,705

Internet
	D2C Store, Inc.		Senior Secured	10.0%		$	1,355,572	$	977,688	$	977,688	*
	Findigs, Inc.		Senior Secured	13.5%		3,500,000		3,290,146		3,290,146		7/1/2027
	Miami Labs, Inc.		Senior Secured	13.3%		6,387,929		6,206,977		6,206,977		5/1/2026
	OneLocal, Inc. ** ^		Senior Secured	12.0%		617,912		611,107		611,107		1/1/2025
	Quantcast Corp.		Senior Secured	12.0%		9,529,103		9,134,951		9,134,951		7/1/2026
	Realm Living, Inc.		Senior Secured	13.0%		2,810,069		2,731,631		2,731,631		5/1/2026
	Realm Living, Inc.		Senior Secured	12.5%		1,500,000		1,392,166		1,392,166		12/1/2027
	Realm Living, Inc. Subtotal					4,310,069		4,123,797		4,123,797
	RetailerX, Inc.		Senior Secured	11.0%		7,479,619		7,516,455		7,516,455		*
	Threedium Ltd. ** ^		Senior Secured	13.3%		1,000,000		795,866		795,866		12/1/2027
	Vinvesto, Inc.		Senior Secured	14.8%		176,798		166,309		166,309		5/1/2026
	Vinvesto, Inc.		Senior Secured	15.0%		176,964		176,964		176,964		5/1/2026
	Vinvesto, Inc. Subtotal					353,762		343,273		343,273
	Wildxyz, Inc.		Senior Secured	12.8%	8.3%	2,000,000		1,967,066		1,967,066		9/1/2027
Internet Total		12.2%				$	36,533,966	$	34,967,326	$	34,967,326

Medical Devices
	Akadeum Life Sciences, Inc.		Senior Secured	14.3%		$	1,888,704	$	1,791,396	$	1,791,396	1/1/2027
	Gallant Pet, Inc.		Senior Secured	14.0%		1,714,241		1,599,906		1,599,906		10/1/2026
Medical Devices Total		1.2%				$	3,602,945	$	3,391,302	$	3,391,302


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 Healthcare
	CarePoint, Inc. ** ^		Senior Secured	13.8%	5.0%	$	766,402	$	686,972	$	686,972	7/1/2026
	Charlie Financial Inc.		Senior Secured	12.5%	3.9%	3,500,000		3,205,922		3,205,922		7/1/2028
	GoForward, Inc.		Senior Secured	12.8%		18,858,291		16,933,063		16,933,063		1/1/2027
	Julie Products Inc.		Senior Secured	15.8%		303,015		298,203		298,203		6/1/2026
	Julie Products Inc.		Senior Secured	13.0%		481,232		467,349		467,349		9/1/2025
	Julie Products Inc.		Senior Secured	15.3%		277,119		272,975		272,975		4/1/2026
	Julie Products Inc. Subtotal					1,061,366		1,038,527		1,038,527
	KBS, Inc.		Senior Secured	14.0%		184,103		173,296		173,296		6/1/2026
	Minded, Inc.		Senior Secured	10.5%		1,357,150		1,142,275		—		*
	Modern Animal, Inc.		Senior Secured	12.8%		5,000,000		4,316,665		4,316,665		8/1/2027
	Modern Animal, Inc.		Senior Secured	12.8%		15,000,000		14,658,053		14,658,053		2/1/2028
	Modern Animal, Inc. Subtotal					20,000,000		18,974,718		18,974,718
	Open Inc.		Senior Secured	13.5%		320,228		309,929		309,929		3/1/2026
	Open Inc.		Senior Secured	14.8%		322,057		318,790		318,790		3/1/2026
	Open Inc. Subtotal					642,285		628,719		628,719
	PrecisionOS Technology Inc. ** ^		Senior Secured	12.0%		367,485		360,024		360,024		7/1/2025
	Yuva Biosciences, Inc.		Senior Secured	13.3%		175,797		164,008		164,008		5/1/2026
Other Healthcare Total		14.7%				$	46,912,879	$	43,307,524	$	42,165,249

Other Technology
	Airspeed, Inc.		Senior Secured	11.0%		$	1,101,447	$	1,020,819	$	1,020,819	5/1/2027
	American Castanea PBC		Senior Secured	11.8%	6.7%	250,000		7,151		7,151		12/1/2027
	ArroFi Inc.		Senior Secured	11.3%		1,665,188		1,620,780		1,620,780		4/1/2026
	Azumo, Inc.		Senior Secured	12.8%		957,356		913,213		548,094		*
	Badiani Limited ** ^		Senior Secured	13.5%		826,690		790,090		790,090		9/1/2026
	Badiani Limited ** ^		Senior Secured	13.8%		500,000		490,174		490,174		5/1/2027
	Badiani Limited ** ^		Senior Secured	13.8%		471,994		464,188		464,188		1/1/2027
	Badiani Limited ** ^ Subtotal					1,798,684		1,744,452		1,744,452
	Bankroll Club, LLC		Senior Secured	14.0%		1,965,212		1,795,513		486,606		*
	Bryte, Inc.		Senior Secured	10.0%		1,694,943		1,708,964		1,088,694		*
	Carbon Ridge, Inc.		Senior Secured	12.5%		1,125,000		987,150		987,150		7/1/2028
	Cella Farms Inc.		Senior Secured	11.8%	2.0%	1,500,000		1,432,506		1,432,506		12/1/2027
	Ceres Imaging, Inc.		Senior Secured	12.0%		2,843,184		2,781,445		2,781,445		*
	Chairman Me, Inc.		Senior Secured	12.0%		626,831		591,508		—		*
	Copia Global Inc. ** ^		Senior Secured	12.0%		7,745,971		7,693,807		—		*
	CornerUp, Inc.		Senior Secured	15.0%		392,046		359,248		—		*
	Creoate Limited ** ^		Senior Secured	12.8%	1.0%	485,000		473,224		473,224		1/1/2028
	Creoate Limited ** ^		Senior Secured	11.8%		402,917		392,116		392,116		12/1/2025
	Creoate Limited ** ^		Senior Secured	14.0%		160,480		158,763		158,763		3/1/2026
	Creoate Limited ** ^		Senior Secured	15.5%		486,410		478,746		478,746		2/1/2027
	Creoate Limited ** ^		Senior Secured	12.8%	1.0%	1,000,000		904,300		904,300		8/1/2027
	Creoate Limited ** ^		Senior Secured	12.8%	1.0%	550,000		537,128		537,128		12/1/2027
	Creoate Limited ** ^		Senior Secured	12.8%	1.0%	592,000		576,921		576,921		2/1/2028
	Creoate Limited ** ^		Senior Secured	12.8%	1.0%	740,000		723,977		723,977		11/1/2027


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal	Cost	Fair Value (d)	Final Maturity Date
	Creoate Limited ** ^		Senior Secured	12.8%	1.0%	633,000	619,883	619,883	10/1/2027
	Creoate Limited ** ^		Senior Secured	12.8%		465,000	403,767	403,767	4/1/2028
	Creoate Limited ** ^ Subtotal					5,514,807	5,268,825	5,268,825
	Daybase, Inc.		Senior Secured	11.0%		1,265,000	1,129,983	—	*
	Eguana Technologies, Inc. ** ^		Senior Secured	12.0%		2,950,130	2,970,310	2,797,875	*
	Fanimal, Inc.		Senior Secured	11.8%		129,122	119,671	119,671	2/1/2026
	Fanimal, Inc.		Senior Secured	11.8%		357,616	350,890	350,890	7/1/2027
	Fanimal, Inc.		Senior Secured	11.8%		214,354	210,710	210,710	3/1/2027
	Fanimal, Inc.		Senior Secured	11.8%		244,921	241,649	241,649	7/1/2026
	Fanimal, Inc. Subtotal					946,013	922,920	922,920
	Heading Health Inc.		Senior Secured	13.2%		1,208,548	955,616	253,305	*
	High Definition Vehicle Insurance, Inc.		Senior Secured	14.5%		12,500,000	12,014,650	12,014,650	4/1/2027
	Higher Ground Education, Inc.		Senior Secured	15.0%		9,857,847	6,275,934	6,275,934	5/1/2027
	Higher Ground Education, Inc.		Senior Secured	15.0%		4,934,096	3,410,001	3,410,001	6/1/2027
	Higher Ground Education, Inc.		Senior Secured	15.0%		4,930,365	4,930,365	4,930,365	5/1/2027
	Higher Ground Education, Inc. Subtotal					19,722,308	14,616,300	14,616,300
	Hint, Inc.		Senior Secured	12.0%		2,408,347	2,295,196	2,295,196	5/1/2025
	Holo, Inc.		Senior Secured	13.5%		535,877	393,888	393,888	*
	Hyphen Technologies, Inc.		Senior Secured	11.5%		1,903,711	1,858,863	1,858,863	3/1/2026
	Intuition Robotics, Inc. ** ^		Senior Secured	12.0%		1,261,768	1,239,202	1,239,202	11/1/2025
	Joy Memories, Inc		Senior Secured	12.0%	7.6%	5,646,130	5,174,389	5,174,389	6/1/2027
	Kibeam Learning, Inc.		Senior Secured	11.5%		342,370	335,728	335,728	6/1/2025
	Lacuna Technologies, Inc.		Senior Secured	12.0%		3,432,568	3,240,601	—	*
	LendTable Inc.		Senior Secured	13.5%		1,280,911	1,243,214	1,243,214	3/1/2026
	LendTable Inc.		Senior Secured	14.8%		1,243,568	1,225,611	1,225,611	9/1/2026
	LendTable Inc. Subtotal					2,524,479	2,468,825	2,468,825
	Logistech Solutions Pte. Ltd. ** ^		Senior Secured	11.5%		268,218	244,829	244,829	12/1/2025
	Logistech Solutions Pte. Ltd. ** ^		Senior Secured	12.8%		855,090	844,346	844,346	10/1/2026
	Logistech Solutions Pte. Ltd. ** ^ Subtotal					1,123,308	1,089,175	1,089,175
	Maker Wine Company		Senior Secured	11.8%		92,810	91,955	91,955	2/1/2025
	Markai Holdings, LLC		Senior Secured	6.3%		868,452	814,588	24,757	*
	Mavenform, Inc.		Senior Secured	13.5%		4,046,035	3,863,631	3,532,073	4/1/2027
	Merlin Labs, Inc.		Senior Secured	13.5%	3.5%	12,500,000	10,953,224	10,953,224	2/1/2027
	Merlin Labs, Inc.		Senior Secured	13.5%	2.9%	12,500,000	12,051,558	12,051,558	2/1/2027
	Merlin Labs, Inc. Subtotal					25,000,000	23,004,782	23,004,782
	NeoSensory, Inc.		Senior Secured	14.0%		750,000	496,042	496,042	7/1/2027
	NewGlobe Education, Inc. ** ^		Senior Secured	12.5%		1,132,844	1,126,608	1,126,608	12/1/2024
	NewGlobe Education, Inc. ** ^		Senior Secured	12.5%	4.6%	25,000,000	23,154,037	23,154,037	10/1/2027
	NewGlobe Education, Inc. ** ^ Subtotal					26,132,844	24,280,645	24,280,645
	Ocho Holdings Co.		Senior Secured	11.3%	44.1%	150,239	332,263	332,263	12/1/2024
	Overdrive Products Inc.		Senior Secured	13.5%		500,000	335,599	335,599	1/1/2028
	Owlet Baby Care, Inc. **		Senior Secured	12.0%	7.8%	5,625,000	4,164,495	4,164,495	1/1/2028
	Plant Prefab, Inc.		Senior Secured	12.4%		1,231,222	1,141,186	1,057,994	*


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal	Cost	Fair Value (d)	Final Maturity Date
	PlantBaby, Inc.		Senior Secured	12.0%		74,232	72,261	72,261	5/1/2025
	PlantBaby, Inc.		Senior Secured	12.0%		58,863	58,174	58,174	10/1/2025
	PlantBaby, Inc.		Senior Secured	13.8%		72,074	67,105	67,105	1/1/2026
	PlantBaby, Inc.		Senior Secured	14.3%		88,232	86,215	86,215	5/1/2026
	PlantBaby, Inc.		Senior Secured	12.0%		45,936	45,511	45,511	7/1/2025
	PlantBaby, Inc. Subtotal					339,337	329,266	329,266
	Platform Science, Inc.		Senior Secured	12.5%		3,187,590	3,158,500	3,158,500	3/1/2026
	Platform Science, Inc.		Senior Secured	12.5%		3,026,423	2,913,349	2,913,349	2/1/2026
	Platform Science, Inc. Subtotal					6,214,013	6,071,849	6,071,849
	Reali Inc.		Senior Secured	12.5%		3,586,031	2,630,866	7,322	*
	Ripple Foods, PBC		Senior Secured	12.0%	2.5%	6,000,000	5,520,063	5,520,063	3/1/2027
	Ripple Foods, PBC		Senior Secured	12.0%	2.5%	4,000,000	3,860,265	3,860,265	8/1/2027
	Ripple Foods, PBC Subtotal					10,000,000	9,380,328	9,380,328
	Rise Gardens, Inc.		Senior Secured	11.8%		1,380,944	1,201,703	616,757	*
	Romaine Empire, Inc.		Senior Secured	13.5%	4.1%	8,887,530	8,717,489	8,717,489	12/1/2027
	Runzy, Inc.		Senior Secured	14.3%		233,098	226,682	226,682	6/1/2027
	Runzy, Inc.		Senior Secured	14.5%		244,491	243,067	243,067	8/1/2027
	Runzy, Inc. Subtotal					477,589	469,749	469,749
	Scripta Insights, Inc.		Senior Secured	12.0%		515,656	509,753	509,753	4/1/2025
	Scripta Insights, Inc.		Senior Secured	12.0%		128,971	128,273	128,273	4/1/2025
	Scripta Insights, Inc. Subtotal					644,627	638,026	638,026
	SISU Aesthetics Clinic, Inc. ** ^		Senior Secured	14.0%		528,895	526,108	526,108	5/1/2026
	SISU Aesthetics Clinic, Inc. ** ^		Senior Secured	13.5%		672,463	656,983	656,983	4/1/2026
	SISU Aesthetics Clinic, Inc. ** ^ Subtotal					1,201,358	1,183,091	1,183,091
	State Affairs, Inc.		Senior Secured	13.8%		968,476	954,636	954,636	11/1/2026
	State Affairs, Inc.		Senior Secured	13.8%		936,559	869,734	869,734	10/1/2026
	State Affairs, Inc.		Senior Secured	14.0%		1,500,000	1,476,432	1,476,432	1/1/2027
	State Affairs, Inc. Subtotal					3,405,035	3,300,802	3,300,802
	Sun Day Carwash, Inc.		Senior Secured	13.5%	2.0%	1,887,536	1,868,549	1,868,549	1/1/2027
	Sun Day Carwash, Inc.		Senior Secured	13.5%	2.0%	3,775,072	3,616,661	3,616,661	1/1/2027
	Sun Day Carwash, Inc. Subtotal					5,662,608	5,485,210	5,485,210
	Supplant, Inc. ** ^		Senior Secured	16.0%		458,715	452,053	452,053	12/1/2026
	Supplant, Inc. ** ^		Senior Secured	13.0%		1,529,322	1,484,096	1,484,096	7/1/2026
	Supplant, Inc. ** ^ Subtotal					1,988,037	1,936,149	1,936,149
	TheSquareFoot, Inc.		Senior Secured	18.0%		628,478	325,058	—	*
	Titan Health & Security Technologies, Inc.		Senior Secured	12.0%		603,234	593,002	593,002	8/1/2025
	TLNT Inc.		Senior Secured	15.0%		1,068,549	1,011,697	—	*
	TomoCredit, Inc.		Senior Secured	11.5%		490,501	480,489	480,489	6/1/2025
	TomoCredit, Inc.		Senior Secured	13.8%		3,000,000	2,894,481	2,894,481	4/1/2027
	TomoCredit, Inc.		Senior Secured	11.5%		490,570	490,570	490,570	6/1/2025
	TomoCredit, Inc. Subtotal					3,981,071	3,865,540	3,865,540


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value (d)		Final Maturity Date
	Umbra Lab, Inc.		Senior Secured	13.5%		3,362,317		3,295,205		3,295,205		4/1/2026
	Umbra Lab, Inc.		Senior Secured	15.3%		5,154,792		5,016,334		5,016,334		10/1/2026
	Umbra Lab, Inc.		Senior Secured	13.5%		7,500,000		7,076,630		7,076,630		1/1/2028
	Umbra Lab, Inc. Subtotal					16,017,109		15,388,169		15,388,169
	Virtuix Holdings, Inc.		Senior Secured	12.3%		218,838		216,172		216,172		9/1/2025
	World Wrapps II, Inc.		Senior Secured	12.5%	9.1%	600,000		470,698		470,698		7/1/2027
	World Wrapps II, Inc.		Senior Secured	12.5%	8.4%	400,000		407,209		407,209		7/1/2027
	World Wrapps II, Inc. Subtotal					1,000,000		877,907		877,907
	Zeno Technologies, Inc.		Senior Secured	10.0%		251,129		233,996		233,996		*
	Zimeno Inc.		Senior Secured	11.5%		5,331,510		5,264,626		5,264,626		10/1/2026
	Zimeno Inc.		Senior Secured	11.5%		3,559,943		3,463,205		3,463,205		1/1/2026
	Zimeno Inc. Subtotal					8,891,453		8,727,831		8,727,831
Other Technology Total		65.3%				$	227,794,798	$	209,740,113	$	187,806,098

Security
	Axiado Corporation		Senior Secured	10.5%		$	1,136,161	$	1,136,155	$	1,136,155	10/1/2025
	Axiado Corporation		Senior Secured	10.5%		1,136,161		1,103,068		1,103,068		10/1/2025
	Axiado Corporation Subtotal					2,272,322		2,239,223		2,239,223
Security Total		0.8%				$	2,272,322	$	2,239,223	$	2,239,223

Semiconductors & Equipment
	Terradepth, Inc.		Senior Secured	11.5%		$	4,964,515	$	4,663,907	$	4,663,907	12/1/2026
Semiconductors & Equipment Total		1.6%				$	4,964,515	$	4,663,907	$	4,663,907

Software
	Abacum Inc. ** ^		Senior Secured	13.5%		$	1,284,466	$	1,227,536	$	1,227,536	10/1/2026
	Actual Systems, Inc.		Senior Secured	12.0%		328,393		320,528		320,528		6/1/2025
	AI Netomi, Inc.		Senior Secured	12.0%		5,250,000		4,657,308		4,657,308		11/1/2027
	Auterion, Inc. ** ^		Senior Secured	12.5%		1,177,370		1,158,898		1,158,898		5/1/2025
	Bite Investments (Cayman) Limited ** ^		Senior Secured	12.0%		224,451		221,652		221,652		1/1/2025
	Blackcart, Inc. ** ^		Senior Secured	13.3%	6.4%	943,621		910,702		910,702		1/1/2027
	Bloomboard, Inc.		Senior Secured	12.0%	2.7%	1,500,000		1,501,538		1,501,538		10/1/2027
	Bloomboard, Inc.		Senior Secured	12.0%	3.0%	3,500,000		3,243,043		3,243,043		10/1/2027
	Bloomboard, Inc. Subtotal					5,000,000		4,744,581		4,744,581
	BlueCart, Inc.		Senior Secured	14.1%		1,177,871		1,031,569		1,031,569		12/1/2026
	Bound Rates, Inc. ** ^		Senior Secured	13.0%		1,500,000		1,393,622		1,393,622		12/1/2027
	Bound Rates, Inc. ** ^		Senior Secured	12.0%		820,494		810,713		810,713		6/1/2025
	Bound Rates, Inc. ** ^ Subtotal					2,320,494		2,204,335		2,204,335
	Canopy Technology Corp.		Senior Secured	15.0%		644,843		636,883		636,883		3/1/2026
	Canopy Technology Corp.		Senior Secured	13.5%		764,151		741,532		741,532		11/1/2025
	Canopy Technology Corp. Subtotal					1,408,994		1,378,415		1,378,415
	Chowbus, Inc.		Senior Secured	12.0%		1,075,984		1,043,474		1,043,474		3/1/2025


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal	Cost	Fair Value (d)	Final Maturity Date
	Common Sun, Inc		Senior Secured	11.0%		975,747	944,373	944,373	7/1/2026
	Common Sun, Inc		Senior Secured	11.0%		402,883	402,880	402,880	1/1/2027
	Common Sun, Inc Subtotal					1,378,630	1,347,253	1,347,253
	Eskalera, Inc.		Senior Secured	12.0%		1,263,656	1,232,443	1,232,443	10/1/2026
	Family First, Inc		Senior Secured	12.0%	7.4%	4,000,000	3,908,631	3,908,631	10/1/2027
	Form Remodel, Inc.		Senior Secured	11.0%		395,422	391,371	391,371	8/1/2026
	Form Remodel, Inc.		Senior Secured	11.0%		267,432	255,840	255,840	12/1/2025
	Form Remodel, Inc.		Senior Secured	11.0%		300,357	298,071	298,071	2/1/2026
	Form Remodel, Inc.		Senior Secured	11.0%		364,407	361,011	361,011	6/1/2026
	Form Remodel, Inc. Subtotal					1,327,618	1,306,293	1,306,293
	FutureProof Technologies, Inc.		Senior Secured	13.5%		735,155	705,041	705,041	6/1/2026
	Grokker, Inc.		Senior Secured	11.5%		285,591	280,680	280,680	4/1/2026
	HaystacksAI, Inc.		Senior Secured	12.3%		809,810	782,843	782,843	6/1/2027
	Hoken Holdings Inc.		Senior Secured	13.0%		439,073	412,728	412,728	5/1/2026
	Ioogo Inc.		Senior Secured	13.5%		4,830,303	4,616,297	—	*
	Ketch Kloud, Inc.		Senior Secured	13.0%		6,931,112	6,689,676	6,689,676	4/1/2027
	Kolors, Inc. ** ^		Senior Secured	13.5%	2.5%	2,000,000	1,960,160	1,960,160	6/1/2027
	Kolors, Inc. ** ^		Senior Secured	13.3%	2.5%	2,915,935	2,794,205	2,794,205	2/1/2027
	Kolors, Inc. ** ^ Subtotal					4,915,935	4,754,365	4,754,365
	Kushki Group Holdings Ltd. ** ^		Senior Secured	13.0%		9,718,837	8,851,364	8,851,364	2/1/2027
	Make Cents Technologies Inc.		Senior Secured	13.5%		5,662,827	5,376,508	5,376,508	1/1/2027
	Make Cents Technologies Inc.		Senior Secured	13.8%		4,000,000	3,697,206	3,697,206	7/1/2027
	Make Cents Technologies Inc. Subtotal					9,662,827	9,073,714	9,073,714
	Merlyn Mind, Inc.		Senior Secured	13.8%		10,000,000	9,638,587	9,638,587	3/1/2027
	Merlyn Mind, Inc.		Senior Secured	12.5%		7,500,000	5,705,620	5,705,620	8/1/2028
	Merlyn Mind, Inc.		Senior Secured	12.5%		7,500,000	7,499,996	7,499,996	9/1/2028
	Merlyn Mind, Inc. Subtotal					25,000,000	22,844,203	22,844,203
	Migo Money, Inc. ** ^		Senior Secured	11.5%		1,210,106	1,240,474	728,914	*
	NopSec Inc.		Senior Secured	12.0%		246,795	245,058	245,058	1/1/2025
	Ocurate, Inc.		Senior Secured	11.5%	25.9%	638,958	695,716	150,000	10/1/2025
	Parkoursc, Inc.		Senior Secured	12.8%	1.0%	2,367,476	2,289,768	2,289,768	10/1/2026
	Parkoursc, Inc.		Senior Secured	13.0%		1,000,000	905,199	905,199	10/1/2027
	Parkoursc, Inc. Subtotal					3,367,476	3,194,967	3,194,967
	Ratio Technologies, Inc.		Senior Secured	11.0%		141,842	122,867	122,867	1/1/2027
	Ratio Technologies, Inc.		Senior Secured	11.0%		937,577	927,361	927,361	1/1/2027
	Ratio Technologies, Inc.		Senior Secured	11.0%		339,003	335,259	335,259	1/1/2027
	Ratio Technologies, Inc. Subtotal					1,418,422	1,385,487	1,385,487
	Safe Securities Inc.		Senior Secured	12.3%		4,000,000	3,904,054	3,904,054	10/1/2027
	Safe Securities Inc.		Senior Secured	12.3%	1.0%	3,000,000	2,791,056	2,791,056	10/1/2027
	Safe Securities Inc.		Senior Secured	12.3%	1.0%	3,000,000	2,957,759	2,957,759	10/1/2027
	Safe Securities Inc. Subtotal					10,000,000	9,652,869	9,652,869
	Scaleup Finance Group ApS ** ^		Senior Secured	15.0%		923,651	873,546	873,546	6/1/2026
	Scaleup Finance Group ApS ** ^		Senior Secured	15.8%		1,181,796	1,160,127	1,160,127	1/1/2027
	Scaleup Finance Group ApS ** ^ Subtotal					2,105,447	2,033,673	2,033,673


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value (d)		Final Maturity Date
	Semsee Corp.		Senior Secured	14.3%	1.0%	2,833,056		2,683,400		2,683,400		1/1/2027
	Sonatus, Inc		Senior Secured	12.5%		566,400		561,334		561,334		12/1/2024
	Sonatus, Inc		Senior Secured	12.5%		2,664,319		2,600,801		2,600,801		12/1/2025
	Sonatus, Inc Subtotal					3,230,719		3,162,135		3,162,135
	Traction Apps, Inc. ** ^		Senior Secured	12.0%		669,230		687,621		420,442		*
	Truepic Inc.		Senior Secured	12.3%		750,000		561,273		561,273		12/1/2027
	UCM Digital Health, Inc.		Senior Secured	12.5%		1,298,906		1,219,569		1,219,569		10/1/2026
	Vesta Housing, Inc.		Senior Secured	11.8%		861,184		848,881		848,881		6/1/2026
	Vesta Housing, Inc.		Senior Secured	11.8%		861,184		826,607		826,607		6/1/2026
	Vesta Housing, Inc.		Senior Secured	15.0%	2.0%	2,250,000		2,041,288		2,041,288		3/1/2026
	Vesta Housing, Inc. Subtotal					3,972,368		3,716,776		3,716,776
	WorkRails, Inc.		Senior Secured	12.0%		417,122		288,063		288,063		*
	ZeroCater, Inc.		Senior Secured	12.5%	4.0%	5,025,000		4,589,185		4,589,185		11/1/2027
Software Total		40.1%				$	128,673,796	$	121,060,795	$	115,120,043

Technology Services
	2045 Studio, Inc.		Senior Secured	13.8%		$	707,991	$	664,316	$	664,316	1/1/2027
	Klar Holdings Limited ** ^		Senior Secured	11.8%		1,983,725		1,939,018		1,939,018		8/1/2025
	Loansnap Holdings Inc. **		Senior Secured	10.3%		3,669,060		3,480,373		1,876,123		*
	MAYD Group GmbH ** ^		Senior Secured	13.8%		2,480,536		2,271,204		910,793		*
	Prima Holdings Limited ** ^		Senior Secured	13.0%	2.0%	3,000,000		2,686,977		2,686,977		1/1/2028
	Surround Group, Inc.		Senior Secured	14.3%		402,094		351,756		—		*
	Techspert.IO Limited ** ^		Senior Secured	14.8%		1,750,000		1,718,247		1,718,247		3/1/2027
	Techspert.IO Limited ** ^		Senior Secured	13.8%		1,287,623		1,238,249		1,238,249		6/1/2026
	Techspert.IO Limited ** ^ Subtotal					3,037,623		2,956,496		2,956,496
Technology Services Total		3.8%				$	15,281,029	$	14,350,140	$	11,033,723

Wireless
	Juvo Mobile, Inc. **		Senior Secured	12.5%	4.5%	$	750,000	$	666,522	$	666,522	1/1/2028
	Juvo Mobile, Inc. **		Senior Secured	12.5%	4.9%	2,000,000		1,925,410		1,925,410		7/1/2027
	Juvo Mobile, Inc. **		Senior Secured	12.0%		1,143,492		1,108,813		1,108,813		7/1/2026
	Juvo Mobile, Inc. **		Senior Secured	15.5%		385,218		379,605		379,605		7/1/2026
	Juvo Mobile, Inc. ** Subtotal					4,278,710		4,080,350		4,080,350
	Nextivity, Inc.		Senior Secured	12.5%	8.4%	2,000,000		2,000,277		2,000,277		3/1/2028
	Nextivity, Inc.		Senior Secured	12.5%	8.4%	8,000,000		7,157,528		7,157,528		12/1/2027
	Nextivity, Inc. Subtotal					10,000,000		9,157,805		9,157,805
Wireless Total		4.6%				$	14,278,710	$	13,238,155	$	13,238,155

	Grand Total	149.8%				$	496,220,841	$	462,668,332	$	430,334,873


	Ticker Symbol	Percent of Net Assets	Cost		Fair Value
Cash Equivalents
First American Government Obligations Fund - Class Z	FGZXX	10.3%	$	29,474,225	$	29,474,225
Total Cash Equivalents		10.3%	$	29,474,225	$	29,474,225


Description and terms of payments to be received from another party	Description and terms of payments to be paid to another party	Counterparty	Maturity Date	Notional Amount		Fair Value		Upfront payments/receipts		Unrealized depreciation (e)

Derivative Instruments - Interest Rate Collar Agreements
Floating interest rate of 1 mo. USD-SOFR CME Term with a cap rate of 5.3000% to be received monthly	Floating interest rate of 1 mo. USD-SOFR CME Term with a floor rate of 3.6500% to be paid monthly	Zions Bancorporation, N.A.	12/31/2024	$	50,000,000	$	(252)	$	—	$	(252)
Floating interest rate of 1 mo. USD-SOFR CME Term with a cap rate of 5.3000% to be received monthly	Floating interest rate of 1 mo. USD-SOFR CME Term with a floor rate of 2.3000% to be paid monthly	Zions Bancorporation, N.A.	12/31/2025	50,000,000		(53,476)		—		(53,476)
Total				$	100,000,000	$	(53,728)	$	—	$	(53,728)

* As of September 30, 2024, loans with a cost basis of $54.5 million and a fair value of $23.0 million were classified as non-accrual. These loans have been accelerated from their original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.

**Indicates assets that the Fund deems “non-qualifying assets.” As of September 30, 2024, 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.

(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 generally 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 most advantageous market and the estimates may include the use of significant unobservable inputs.

(e) The unrealized depreciation was valued using prices or valuation based on observable inputs other than quoted price in active markets for identical assets and liabilities. See “Note 3. Fair Value Disclosures” for more information.

As of September 30, 2024, all loans were made to non-affiliates.

See notes to condensed financial statements (unaudited).

(Intentionally left blank)

WTI FUND X, INC.

CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)

AS OF DECEMBER 31, 2023


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
	Biolojic Design Ltd. ** ^		Senior Secured	12.5%	4.0%	$	5,000,000	$	4,815,056	$	4,815,056	8/1/2026
	Mazen Animal Health Inc.		Senior Secured	14.3%		4,000,000		3,816,533		3,816,533		8/1/2026
	Ukko Inc.		Senior Secured	11.5%		3,398,473		3,253,318		3,253,318		5/1/2026
Biotechnology Total		5.2%				$	12,398,473	$	11,884,907	$	11,884,907

Computers & Storage
	Canary Connect, Inc.		Senior Secured	12.0%	6.6%	$	1,375,510	$	1,364,322	$	1,364,322	7/1/2027
	Canary Connect, Inc.		Senior Secured	12.0%	7.6%	3,624,490		3,565,215		3,565,215		7/1/2027
	Canary Connect, Inc. Subtotal					5,000,000		4,929,537		4,929,537
	Proto, Inc.		Senior Secured	12.5%		1,049,740		1,001,516		1,001,516		10/1/2025
	Proto, Inc.		Senior Secured	12.8%		1,050,540		1,050,539		1,050,539		10/1/2025
	Proto, Inc. Subtotal					2,100,280		2,052,055		2,052,055
Computers & Storage Total		3.1%				$	7,100,280	$	6,981,592	$	6,981,592

Internet
	Ainsly, Inc. ** ^		Senior Secured	12.5%		$	200,739	$	153,231	$	153,231	7/1/2025
	Ainsly, Inc. ** ^		Senior Secured	12.5%		133,826		133,821		133,821		7/1/2025
	Ainsly, Inc. ** ^ Subtotal					334,565		287,052		287,052
	D2C Store, Inc.		Senior Secured	10.0%		1,905,572		1,572,688		1,572,688		*
	Findigs, Inc.		Senior Secured	13.5%		3,500,000		3,214,747		3,214,747		7/1/2027
	Miami Labs, Inc.		Senior Secured	13.3%		7,500,000		7,162,069		7,162,069		5/1/2026
	OneLocal, Inc. ** ^		Senior Secured	12.0%		859,047		833,541		833,541		1/1/2025
	Pixalate, Inc.		Senior Secured	13.0%	2.5%	1,000,000		1,001,347		1,001,347		4/1/2027
	Pixalate, Inc.		Senior Secured	12.8%	2.5%	1,000,000		855,173		855,173		2/1/2027
	Pixalate, Inc. Subtotal					2,000,000		1,856,520		1,856,520
	Quantcast Corp.		Senior Secured	12.0%		12,500,000		11,779,146		11,779,146		7/1/2026
	Realm Living, Inc.		Senior Secured	13.0%		3,886,089		3,734,520		3,734,520		5/1/2026
	RenoFi, Inc.		Senior Secured	11.5%		988,490		929,802		929,802		7/1/2025
	RenoFi, Inc.		Senior Secured	11.5%		1,082,499		1,070,622		1,070,622		9/1/2025
	RenoFi, Inc. Subtotal					2,070,989		2,000,424		2,000,424
	RetailerX, Inc.		Senior Secured	11.0%		3,834,495		3,656,561		3,656,561		7/1/2026
	RetailerX, Inc.		Senior Secured	10.0%	100.0%	3,654,343		3,654,343		3,654,343		6/28/2024
	RetailerX, Inc. Subtotal					7,488,838		7,310,904		7,310,904
	Vinvesto, Inc.		Senior Secured	15.0%		243,054		243,054		243,054		5/1/2026
	Vinvesto, Inc.		Senior Secured	14.8%		243,033		223,116		223,116		5/1/2026
	Vinvesto, Inc. Subtotal					486,087		466,170		466,170
	Wildxyz, Inc.		Senior Secured	12.8%	4.7%	2,000,000		1,898,870		1,898,870		7/1/2026
Internet Total		18.6%				$	44,531,187	$	42,116,651	$	42,116,651


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value (d)		Final Maturity Date
Medical Devices
	Akadeum Life Sciences, Inc.		Senior Secured	14.3%		$	2,000,000	$	1,849,886	$	1,849,886	1/1/2027
	Gallant Pet, Inc.		Senior Secured	14.0%		2,000,000		1,810,178		1,810,178		10/1/2026
Medical Devices Total		1.6%				$	4,000,000	$	3,660,064	$	3,660,064

Other Healthcare
	CarePoint, Inc. ** ^		Senior Secured	13.8%	5.0%	$	1,000,000	$	852,778	$	852,778	7/1/2026
	GoForward, Inc.		Senior Secured	12.8%		20,000,000		18,027,726		18,027,726		10/1/2026
	Grayce, Inc.		Senior Secured	14.0%		664,671		631,909		631,909		2/1/2026
	Julie Products Inc.		Senior Secured	15.3%		375,000		366,817		366,817		4/1/2026
	Julie Products Inc.		Senior Secured	15.8%		375,000		366,153		366,153		6/1/2026
	Julie Products Inc.		Senior Secured	13.0%		802,628		764,447		764,447		9/1/2025
	Julie Products Inc. Subtotal					1,552,628		1,497,417		1,497,417
	KBS, Inc.		Senior Secured	14.0%		250,000		229,967		229,967		6/1/2026
	Minded, Inc.		Senior Secured	10.5%		1,357,150		1,142,275		—		*
	Open Inc.		Senior Secured	13.5%		457,247		436,107		436,107		3/1/2026
	Open Inc.		Senior Secured	14.8%		457,878		451,414		451,414		3/1/2026
	Open Inc. Subtotal					915,125		887,521		887,521
	PrecisionOS Technology Inc. ** ^		Senior Secured	12.0%		667,730		643,612		643,612		7/1/2025
	Yuva Biosciences, Inc.		Senior Secured	13.3%		242,902		220,407		220,407		5/1/2026
Other Healthcare Total		10.1%				$	26,650,206	$	24,133,612	$	22,991,337

Other Technology
	Airspeed, Inc.		Senior Secured	11.0%		$	532,573	$	505,660	$	505,660	1/1/2026
	Airspeed, Inc.		Senior Secured	11.0%		625,000		625,000		625,000		7/1/2026
	Airspeed, Inc. Subtotal					1,157,573		1,130,660		1,130,660
	AL Services ** ^		Senior Secured	12.5%		330,763		307,345		307,345		7/1/2025
	ArroFi Inc.		Senior Secured	11.3%		2,354,587		2,265,319		2,265,319		4/1/2026
	Azumo, Inc.		Senior Secured	12.8%		1,282,604		1,203,696		1,203,696		1/1/2026
	Badiani Limited ** ^		Senior Secured	13.8%		500,000		487,832		487,832		1/1/2027
	Badiani Limited ** ^		Senior Secured	13.5%		1,000,000		937,115		937,115		9/1/2026
	Badiani Limited ** ^ Subtotal					1,500,000		1,424,947		1,424,947
	Bankroll Club, LLC		Senior Secured	14.0%		1,965,212		1,795,513		449,191		*
	Beekeeper's Naturals, Inc ** ^		Senior Secured	12.0%		1,291,713		1,239,031		1,239,031		10/1/2025
	Beekeeper's Naturals, Inc ** ^		Senior Secured	12.0%		646,138		637,335		637,335		10/1/2025
	Beekeeper's Naturals, Inc ** ^		Senior Secured	12.0%		645,892		637,825		637,825		10/1/2025
	Beekeeper's Naturals, Inc ** ^ Subtotal					2,583,743		2,514,191		2,514,191
	Bryte, Inc.		Senior Secured	10.0%		1,680,936		1,640,717		1,640,717		9/1/2025
	Ceres Imaging, Inc.		Senior Secured	12.0%		1,127,835		1,088,832		1,088,832		4/1/2025
	Ceres Imaging, Inc.		Senior Secured	12.0%		1,630,476		1,602,801		1,602,801		4/1/2026
	Ceres Imaging, Inc. Subtotal					2,758,311		2,691,633		2,691,633
	Chairman Me, Inc.		Senior Secured	12.0%		626,831		591,508		—		*
	Copia Global Inc. ** ^		Senior Secured	12.0%		7,699,044		7,542,825		7,542,825		1/1/2027


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal	Cost	Fair Value (d)	Final Maturity Date
	CornerUp, Inc.		Senior Secured	15.0%		229,002	196,822	196,822	3/1/2026
	CornerUp, Inc.		Senior Secured	15.0%		236,122	232,070	232,070	4/1/2026
	CornerUp, Inc. Subtotal					465,124	428,892	428,892
	Creoate Limited ** ^		Senior Secured	15.5%		500,000	488,425	488,425	2/1/2027
	Creoate Limited ** ^		Senior Secured	11.8%		617,298	592,002	592,002	12/1/2025
	Creoate Limited ** ^		Senior Secured	14.0%		228,750	225,211	225,211	3/1/2026
	Creoate Limited ** ^ Subtotal					1,346,048	1,305,638	1,305,638
	Daybase, Inc.		Senior Secured	11.0%		1,265,000	1,129,983	—	*
	EasyKnock, Inc.		Senior Secured	11.5%		2,427,481	2,369,345	2,369,345	5/1/2026
	EasyKnock, Inc.		Senior Secured	11.5%		1,902,781	1,763,129	1,763,129	10/1/2025
	EasyKnock, Inc.		Senior Secured	11.5%		2,056,477	2,016,015	2,016,015	12/1/2025
	EasyKnock, Inc. Subtotal					6,386,739	6,148,489	6,148,489
	Eguana Technologies, Inc. ** ^		Senior Secured	12.0%		1,729,692	1,696,603	1,696,603	8/1/2025
	Eguana Technologies, Inc. ** ^		Senior Secured	12.0%		1,410,524	1,339,264	1,339,264	4/1/2025
	Eguana Technologies, Inc. ** ^ Subtotal					3,140,216	3,035,867	3,035,867
	Fanimal, Inc.		Senior Secured	11.8%		330,628	324,581	324,581	7/1/2026
	Fanimal, Inc.		Senior Secured	11.8%		375,000	364,987	364,987	7/1/2027
	Fanimal, Inc.		Senior Secured	11.8%		250,000	244,279	244,279	3/1/2027
	Fanimal, Inc.		Senior Secured	11.8%		189,126	169,116	169,116	2/1/2026
	Fanimal, Inc. Subtotal					1,144,754	1,102,963	1,102,963
	Heading Health Inc.		Senior Secured	13.2%		1,065,032	981,214	793,209	*
	High Definition Vehicle Insurance, Inc.		Senior Secured	14.5%		12,500,000	11,799,593	11,799,593	4/1/2027
	Higher Ground Education, Inc.		Senior Secured	15.0%		9,872,884	5,199,021	5,199,021	5/1/2027
	Hint, Inc.		Senior Secured	12.0%		4,898,181	4,458,792	4,458,792	5/1/2025
	Holo, Inc.		Senior Secured	15.5%		486,194	472,810	472,810	5/1/2026
	Holo, Inc.		Senior Secured	13.5%		826,350	769,711	769,711	12/1/2025
	Holo, Inc. Subtotal					1,312,544	1,242,521	1,242,521
	Hyphen Technologies, Inc.		Senior Secured	11.5%		2,737,343	2,644,141	2,644,141	3/1/2026
	Intuition Robotics, Inc. ** ^		Senior Secured	12.0%		1,982,991	1,927,316	1,927,316	11/1/2025
	Jiko Group, Inc.		Senior Secured	12.0%		985,378	971,851	971,851	9/1/2024
	Joy Memories, Inc		Senior Secured	12.0%		1,235,303	1,158,922	1,158,922	12/1/2025
	Joy Memories, Inc		Senior Secured	12.8%	1.5%	5,000,000	4,738,844	4,738,844	2/1/2027
	Joy Memories, Inc Subtotal					6,235,303	5,897,766	5,897,766
	Kibeam Learning, Inc.		Senior Secured	11.5%		656,577	633,002	633,002	6/1/2025
	Lacuna Technologies, Inc.		Senior Secured	12.0%		3,432,568	3,240,601	—	*
	LendTable Inc.		Senior Secured	14.8%		1,500,000	1,469,096	1,469,096	9/1/2026
	LendTable Inc.		Senior Secured	13.5%		1,828,989	1,751,544	1,751,544	3/1/2026
	LendTable Inc. Subtotal					3,328,989	3,220,640	3,220,640
	Literati, Inc.		Senior Secured	11.3%		6,548,474	6,397,107	6,397,107	3/1/2026
	Logistech Solutions Pte. Ltd. ** ^		Senior Secured	11.5%		411,295	357,702	357,702	12/1/2025
	Logistech Solutions Pte. Ltd. ** ^		Senior Secured	12.8%		1,000,000	981,817	981,817	10/1/2026
	Logistech Solutions Pte. Ltd. ** ^ Subtotal					1,411,295	1,339,519	1,339,519
	Maker Wine Company		Senior Secured	11.8%		248,887	243,291	243,291	2/1/2025
	Markai Holdings, LLC		Senior Secured	6.3%		868,452	814,588	49,543	*
	Mavenform, Inc.		Senior Secured	13.5%		4,000,000	3,739,033	3,739,033	4/1/2027


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal	Cost	Fair Value (d)	Final Maturity Date
	NewGlobe Education, Inc. ** ^		Senior Secured	12.5%		4,327,530	4,251,939	4,251,939	12/1/2024
	Ocho Holdings Co.		Senior Secured	11.3%		482,259	499,616	499,616	12/1/2024
	Plant Prefab, Inc.		Senior Secured	12.4%		1,236,363	1,174,111	1,174,111	12/1/2025
	PlantBaby, Inc.		Senior Secured	12.0%		83,466	82,084	82,084	7/1/2025
	PlantBaby, Inc.		Senior Secured	12.0%		95,285	93,485	93,485	10/1/2025
	PlantBaby, Inc.		Senior Secured	14.3%		121,495	117,614	117,614	5/1/2026
	PlantBaby, Inc.		Senior Secured	13.8%		107,087	96,231	96,231	1/1/2026
	PlantBaby, Inc.		Senior Secured	12.0%		150,836	143,047	143,047	5/1/2025
	PlantBaby, Inc. Subtotal					558,169	532,461	532,461
	Platform Science, Inc.		Senior Secured	12.5%		4,421,154	4,179,690	4,179,690	2/1/2026
	Platform Science, Inc.		Senior Secured	12.5%		4,567,377	4,506,939	4,506,939	3/1/2026
	Platform Science, Inc. Subtotal					8,988,531	8,686,629	8,686,629
	Reali Inc.		Senior Secured	12.5%		3,586,031	2,630,866	7,322	*
	Ripple Foods, PBC		Senior Secured	12.0%	2.5%	6,000,000	5,181,739	5,181,739	3/1/2027
	Rise Gardens, Inc.		Senior Secured	11.8%		500,000	491,113	343,183	10/1/2026
	Rise Gardens, Inc.		Senior Secured	11.8%		792,662	769,831	537,948	11/1/2025
	Rise Gardens, Inc. Subtotal					1,292,662	1,260,944	881,131
	Romaine Empire, Inc.		Senior Secured	13.5%		8,887,530	8,586,100	8,586,100	12/1/2027
	Runzy, Inc.		Senior Secured	14.5%		250,000	247,977	247,977	8/1/2027
	Runzy, Inc.		Senior Secured	14.3%		250,000	240,589	240,589	6/1/2027
	Runzy, Inc. Subtotal					500,000	488,566	488,566
	Scripta Insights, Inc.		Senior Secured	12.0%		1,127,995	1,101,197	1,101,197	4/1/2025
	Scripta Insights, Inc.		Senior Secured	12.0%		282,123	278,940	278,940	4/1/2025
	Scripta Insights, Inc. Subtotal					1,410,118	1,380,137	1,380,137
	SISU Aesthetics Clinic, Inc. ** ^		Senior Secured	14.0%		728,903	723,510	723,510	5/1/2026
	SISU Aesthetics Clinic, Inc. ** ^		Senior Secured	13.5%		943,438	912,621	912,621	4/1/2026
	SISU Aesthetics Clinic, Inc. ** ^ Subtotal					1,672,341	1,636,131	1,636,131
	State Affairs, Inc.		Senior Secured	14.0%		1,500,000	1,464,453	1,464,453	1/1/2027
	State Affairs, Inc.		Senior Secured	13.8%		1,000,000	977,932	977,932	11/1/2026
	State Affairs, Inc.		Senior Secured	13.8%		1,000,000	891,906	891,906	10/1/2026
	State Affairs, Inc. Subtotal					3,500,000	3,334,291	3,334,291
	Sun Day Carwash, Inc.		Senior Secured	13.5%	2.0%	2,000,000	1,951,873	1,951,873	1/1/2027
	Sun Day Carwash, Inc.		Senior Secured	13.5%	2.0%	4,000,000	3,719,925	3,719,925	1/1/2027
	Sun Day Carwash, Inc. Subtotal					6,000,000	5,671,798	5,671,798
	Supplant, Inc. ** ^		Senior Secured	16.0%		500,000	489,453	489,453	12/1/2026
	Supplant, Inc. ** ^		Senior Secured	13.0%		2,000,000	1,917,423	1,917,423	7/1/2026
	Supplant, Inc. ** ^ Subtotal					2,500,000	2,406,876	2,406,876
	TheSquareFoot, Inc.		Senior Secured	18.0%		628,478	325,058	—	*
	Titan Health & Security Technologies, Inc.		Senior Secured	12.0%		1,048,969	1,018,428	1,018,428	8/1/2025
	TLNT Inc.		Senior Secured	15.3%		312,500	305,936	191,458	8/1/2026
	TLNT Inc.		Senior Secured	15.8%		312,500	304,453	190,530	2/1/2027
	TLNT Inc.		Senior Secured	14.3%		353,987	325,391	203,633	4/1/2026
	TLNT Inc.		Senior Secured	14.8%		118,039	115,911	72,539	4/1/2026
	TLNT Inc. Subtotal					1,097,026	1,051,691	658,160


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value (d)		Final Maturity Date
	TomoCredit, Inc.		Senior Secured	11.5%		940,786		940,786		940,786		6/1/2025
	TomoCredit, Inc.		Senior Secured	13.8%		3,000,000		2,847,196		2,847,196		4/1/2027
	TomoCredit, Inc.		Senior Secured	11.5%		940,655		905,134		905,134		6/1/2025
	TomoCredit, Inc. Subtotal					4,881,441		4,693,116		4,693,116
	Umbra Lab, Inc.		Senior Secured	13.5%		4,717,188		4,583,466		4,583,466		4/1/2026
	Umbra Lab, Inc.		Senior Secured	15.3%		6,000,000		5,769,174		5,769,174		10/1/2026
	Umbra Lab, Inc. Subtotal					10,717,188		10,352,640		10,352,640
	Virtuix Holdings, Inc.		Senior Secured	12.3%		365,971		358,553		358,553		9/1/2025
	Wellth, Inc.		Senior Secured	12.0%		423,265		416,804		416,804		4/1/2025
	Wellth, Inc.		Senior Secured	12.0%		705,341		676,303		676,303		4/1/2025
	Wellth, Inc. Subtotal					1,128,606		1,093,107		1,093,107
	World Wrapps II, Inc.		Senior Secured	12.5%	9.1%	600,000		418,147		418,147		7/1/2027
	World Wrapps II, Inc.		Senior Secured	12.5%	8.4%	400,000		399,444		399,444		7/1/2027
	World Wrapps II, Inc. Subtotal					1,000,000		817,591		817,591
	Zeno Technologies, Inc.		Senior Secured	10.0%		165,526		165,525		165,525		7/1/2025
	Zeno Technologies, Inc.		Senior Secured	10.0%		165,526		155,757		155,757		7/1/2025
	Zeno Technologies, Inc. Subtotal					331,052		321,282		321,282
	Zimeno Inc.		Senior Secured	11.5%		6,250,000		6,136,157		6,136,157		10/1/2026
	Zimeno Inc.		Senior Secured	11.5%		5,331,391		5,114,486		5,114,486		1/1/2026
	Zimeno Inc. Subtotal					11,581,391		11,250,643		11,250,643
Other Technology Total		70.0%				$	183,494,039	$	170,014,495	$	159,031,085

Security
	Axiado Corporation		Senior Secured	10.5%		$	1,849,112	$	1,849,098	$	1,849,098	10/1/2025
	Axiado Corporation		Senior Secured	10.5%		1,849,112		1,762,565		1,762,565		10/1/2025
	Axiado Corporation Subtotal					3,698,224		3,611,663		3,611,663
	Lassen Peak, Inc.		Senior Secured	11.0%		109,199		107,258		107,258		8/1/2024
Security Total		1.6%				$	3,807,423	$	3,718,921	$	3,718,921

Semiconductors & Equipment
	Terradepth, Inc.		Senior Secured	11.5%		$	5,152,734	$	4,821,317	$	4,821,317	3/1/2026
Semiconductors & Equipment Total		2.1%				$	5,152,734	$	4,821,317	$	4,821,317

Software
	Abacum Inc. ** ^		Senior Secured	13.5%		$	1,500,000	$	1,404,738	$	1,404,738	10/1/2026
	Actual Systems, Inc.		Senior Secured	12.0%		628,655		600,880		600,880		6/1/2025
	Auterion, Inc. ** ^		Senior Secured	12.5%		2,390,325		2,317,261		2,317,261		5/1/2025
	Bite Investments (Cayman) Limited ** ^		Senior Secured	12.0%		697,965		674,305		674,305		1/1/2025



	Blackcart, Inc. ** ^		Senior Secured	13.3%	6.4%	1,000,000		937,915		937,915		1/1/2027
	BlueCart, Inc.		Senior Secured	12.5%		1,326,346		1,263,830		1,263,830		2/1/2026
	BlueCart, Inc.		Senior Secured	14.8%		221,804		216,774		216,774		2/1/2026
	BlueCart, Inc. Subtotal					1,548,150		1,480,604		1,480,604
	Bound Rates, Inc. ** ^		Senior Secured	12.0%		1,570,704		1,535,913		1,535,913		6/1/2025
	Canopy Technology Corp.		Senior Secured	15.0%		916,006		899,683		899,683		3/1/2026
	Canopy Technology Corp.		Senior Secured	13.5%		1,194,573		1,139,433		1,139,433		11/1/2025
	Canopy Technology Corp. Subtotal					2,110,579		2,039,116		2,039,116


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal	Cost	Fair Value (d)	Final Maturity Date
	Chowbus, Inc.		Senior Secured	12.0%		2,625,783	2,449,576	2,449,576	3/1/2025
	Common Sun, Inc		Senior Secured	11.0%		500,000	499,995	499,995	1/1/2027
	Common Sun, Inc		Senior Secured	11.0%		1,320,637	1,262,731	1,262,731	7/1/2026
	Common Sun, Inc Subtotal					1,820,637	1,762,726	1,762,726
	Eskalera, Inc.		Senior Secured	12.0%		1,481,557	1,428,773	1,428,773	10/1/2026
	Family First, Inc		Senior Secured	12.0%	7.4%	4,000,000	3,795,187	3,795,187	10/1/2027
	Form Remodel, Inc.		Senior Secured	11.0%		410,822	383,743	383,743	12/1/2025
	Form Remodel, Inc.		Senior Secured	11.0%		500,000	492,701	492,701	8/1/2026
	Form Remodel, Inc.		Senior Secured	11.0%		441,105	436,137	436,137	2/1/2026
	Form Remodel, Inc.		Senior Secured	11.0%		500,000	493,526	493,526	6/1/2026
	Form Remodel, Inc. Subtotal					1,851,927	1,806,107	1,806,107
	FutureProof Technologies, Inc.		Senior Secured	13.5%		1,000,000	943,769	943,769	6/1/2026
	Gladly Software, Inc.		Senior Secured	11.6%		24,716,004	23,649,871	23,649,871	12/1/2026
	Grokker, Inc.		Senior Secured	11.5%		403,473	393,586	393,586	4/1/2026
	HaystacksAI, Inc.		Senior Secured	11.0%		426,099	426,099	426,099	1/1/2026
	HaystacksAI, Inc.		Senior Secured	11.0%		426,099	404,188	404,188	1/1/2026
	HaystacksAI, Inc. Subtotal					852,198	830,287	830,287
	Hdata, Inc.		Senior Secured	12.8%	2.5%	500,000	448,042	448,042	10/1/2026
	Hoken Holdings Inc.		Senior Secured	13.0%		607,201	556,766	556,766	5/1/2026
	Ioogo Inc.		Senior Secured	13.5%	2.0%	2,000,000	1,959,731	1,959,731	11/1/2026
	Ioogo Inc.		Senior Secured	13.5%	2.0%	3,000,000	2,827,101	2,827,101	9/1/2026
	Ioogo Inc. Subtotal					5,000,000	4,786,832	4,786,832
	Journey Builders, Inc.		Senior Secured	12.5%		942,299	901,246	901,246	8/1/2026
	Ketch Kloud, Inc.		Senior Secured	13.0%		7,000,000	6,739,524	6,739,524	10/1/2026
	Kolors, Inc. ** ^		Senior Secured	13.3%	2.5%	3,000,000	2,785,527	2,785,527	2/1/2027
	Kushki Group Holdings Ltd. ** ^		Senior Secured	13.0%		10,000,000	8,698,661	8,698,661	2/1/2027
	Make Cents Technologies Inc.		Senior Secured	13.5%		6,000,000	5,556,761	5,556,761	1/1/2027
	Merlyn Mind, Inc.		Senior Secured	13.8%		10,000,000	9,465,482	9,465,482	3/1/2027
	Migo Money, Inc. ** ^		Senior Secured	11.5%		1,318,612	1,348,980	509,952	*
	NopSec Inc.		Senior Secured	12.0%		767,446	752,670	752,670	1/1/2025
	Ocurate, Inc.		Senior Secured	11.5%		380,556	367,489	367,489	10/1/2025
	Ocurate, Inc.		Senior Secured	11.5%		380,556	376,163	376,163	10/1/2025
	Ocurate, Inc. Subtotal					761,112	743,652	743,652
	Overalls, Inc.		Senior Secured	13.5%		471,719	442,548	442,548	4/1/2026
	Overalls, Inc.		Senior Secured	15.5%		236,209	236,209	236,209	4/1/2026
	Overalls, Inc. Subtotal					707,928	678,757	678,757
	Parkoursc, Inc.		Senior Secured	12.8%	1.0%	3,000,000	2,850,212	2,850,212	10/1/2026
	Ratio Technologies, Inc.		Senior Secured	11.0%		180,104	149,795	149,795	1/1/2027
	Ratio Technologies, Inc.		Senior Secured	11.0%		430,449	424,310	424,310	1/1/2027
	Ratio Technologies, Inc.		Senior Secured	11.0%		1,190,488	1,173,736	1,173,736	1/1/2027
	Ratio Technologies, Inc. Subtotal					1,801,041	1,747,841	1,747,841


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value (d)		Final Maturity Date
	Safe Securities Inc.		Senior Secured	12.3%	1.0%	3,000,000		2,932,149		2,932,149		10/1/2027
	Safe Securities Inc.		Senior Secured	12.3%	1.0%	3,000,000		2,705,481		2,705,481		10/1/2027
	Safe Securities Inc. Subtotal					6,000,000		5,637,630		5,637,630
	Scaleup Finance Group ApS ** ^		Senior Secured	15.0%		1,250,000		1,157,448		1,157,448		6/1/2026
	Scaleup Finance Group ApS ** ^		Senior Secured	15.8%		1,250,000		1,216,529		1,216,529		1/1/2027
	Scaleup Finance Group ApS ** ^ Subtotal					2,500,000		2,373,977		2,373,977
	Semsee Corp.		Senior Secured	14.3%	1.0%	3,000,000		2,727,884		2,727,884		1/1/2027
	Sonatus, Inc		Senior Secured	12.5%		4,075,074		3,927,011		3,927,011		12/1/2025
	Sonatus, Inc		Senior Secured	12.5%		2,163,681		2,102,587		2,102,587		12/1/2024
	Sonatus, Inc Subtotal					6,238,755		6,029,598		6,029,598
	Traction Apps, Inc. ** ^		Senior Secured	12.0%		676,801		650,923		650,923		6/1/2026
	UCM Digital Health, Inc.		Senior Secured	12.5%		1,482,990		1,399,404		1,399,404		4/1/2026
	Vesta Housing, Inc.		Senior Secured	11.8%		1,178,533		1,113,412		1,113,412		6/1/2026
	Vesta Housing, Inc.		Senior Secured	11.8%		1,178,533		1,155,197		1,155,197		6/1/2026
	Vesta Housing, Inc. Subtotal					2,357,066		2,268,609		2,268,609
	WorkRails, Inc.		Senior Secured	12.0%		455,117		369,727		68,278		*
Software Total		51.2%				$	124,314,325	$	117,569,319	$	116,428,842

Technology Services
	2045 Studio, Inc.		Senior Secured	13.8%		$	750,000	$	682,643	$	682,643	1/1/2027
	iLearningEngines Inc.		Senior Secured	13.0%		10,000,000		9,022,781		9,022,781		11/1/2026
	iLearningEngines Inc.		Senior Secured	11.5%		904,731		600,568		600,568		10/1/2024
	iLearningEngines Inc.		Senior Secured	11.5%		1,407,609		1,360,828		1,360,828		4/1/2025
	iLearningEngines Inc.		Senior Secured	11.5%		1,727,221		1,695,265		1,695,265		8/1/2025
	iLearningEngines Inc.		Senior Secured	11.5%		2,109,706		2,063,191		2,063,191		1/1/2026
	iLearningEngines Inc. Subtotal					16,149,267		14,742,633		14,742,633
	Klar Holdings Limited ** ^		Senior Secured	11.8%		3,455,849		3,323,072		3,323,072		8/1/2025
	Loansnap Holdings Inc. **		Senior Secured	10.3%		3,669,060		3,480,372		2,352,928		*
	MAYD Group GmbH ** ^		Senior Secured	13.8%		3,000,000		2,810,109		2,810,109		6/1/2026
	Surround Group, Inc.		Senior Secured	14.3%		943,965		896,488		896,488		4/1/2026
	Techspert.IO Limited ** ^		Senior Secured	14.8%		1,750,000		1,703,039		1,703,039		3/1/2027
	Techspert.IO Limited ** ^		Senior Secured	13.8%		1,750,000		1,657,848		1,657,848		6/1/2026
	Techspert.IO Limited ** ^ Subtotal					3,500,000		3,360,887		3,360,887
Technology Services Total		12.4%				$	31,468,141	$	29,296,204	$	28,168,760


Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value (d)		Final Maturity Date
Wireless
	Juvo Mobile, Inc. **		Senior Secured	15.5%		$	500,000	$	489,833	$	489,833	7/1/2026
	Juvo Mobile, Inc. **		Senior Secured	12.5%		2,000,000		1,870,414		1,870,414		7/1/2027
	Juvo Mobile, Inc. **		Senior Secured	12.0%		1,500,000		1,436,390		1,436,390		7/1/2026
	Juvo Mobile, Inc. ** Subtotal					4,000,000		3,796,637		3,796,637
Wireless Total		1.7%				$	4,000,000	$	3,796,637	$	3,796,637

	Grand Total	177.6%				$	446,916,808	$	417,993,719	$	403,600,113


	Ticker Symbol	Percent of Net Assets	Cost		Fair Value
Cash Equivalents
First American Government Obligations Fund - Class Z	FGZXX	7.5%	$	17,030,603	$	17,030,603
Total Cash Equivalents		7.5%	$	17,030,603	$	17,030,603


Description and terms of payments to be received from another party	Description and terms of payments to be paid to another party	Counterparty	Maturity Date	Notional Amount		Fair Value		Upfront payments/receipts		Unrealized depreciation (e)

Derivative Instruments - Interest Rate Collar Agreements
Floating interest rate of 1 mo. USD-SOFR CME Term with a cap rate of 5.3000% to be received monthly	Floating interest rate of 1 mo. USD-SOFR CME Term with a floor rate of 3.6500% to be paid monthly	Zions Bancorporation, N.A.	12/31/2024	$	50,000,000	$	(31,439)	$	—	$	(31,439)
Floating interest rate of 1 mo. USD-SOFR CME Term with a cap rate of 5.3000% to be received monthly	Floating interest rate of 1 mo. USD-SOFR CME Term with a floor rate of 2.3000% to be paid monthly	Zions Bancorporation, N.A.	12/31/2025	50,000,000		(79,478)		—		(79,478)
Total				$	100,000,000	$	(110,917)	$	—	$	(110,917)

* As of December 31, 2023, loans with a cost basis of $19.4 million and a fair value of $5.8 million were classified as non-accrual. These loans have been accelerated from their original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.

**Indicates assets that the Fund deems “non-qualifying assets.” As of December 31, 2023, 17.3% 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.

(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.

As of December 31, 2023, 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”). All of the issued and outstanding membership interests of the Manager were acquired by P10 Intermediate Holdings LLC, a Delaware limited liability company whose ultimate parent is P10, Inc., a Delaware corporation (together, “P10”) on October 13, 2022 (the “Transaction”). The management of day-to-day operations of the Manager remains substantially unchanged and continues to be directed by the Manager’s personnel following the closing of the Transaction.

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”). Prior to commencing investment operations on October 1, 2021, the Fund 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 (the “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, which was obtained on April 5, 2021.

The Fund’s investment objective is to achieve superior risk-adjusted investment returns and it seeks to achieve that objective by providing debt financing to portfolio companies, most of which are private. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments and generally 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’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 three and nine months ended September 30, 2024 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-K for the year ended December 31, 2023.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities 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 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 consist of cash on hand and money market mutual funds with maturities of, or the ability to redeem or liquidate holdings, within 90 days or less. Cash and cash equivalents are held in two bank accounts with two financial institutions, Mitsubishi UFJ Financial Group, Inc. ("MUFG Bank") and U.S. Bank National Association ("US Bank"), and as a result are subject to custodial concentration risk for cash and cash equivalents. Any cash held at US Bank in excess of the Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000 is uninsured by the FDIC, while all cash held at MUFG Bank is uninsured by the FDIC. 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 September 30, 2024, the Fund held 29,474,225 units in the First American Government Obligations Fund Class Z (Ticker Symbol: FGZXX) valued at $1 per unit at a yield of 4.78% and $200,000 in cash, which together represented 10.33% of the net assets of the Fund. Within cash and cash equivalents, as of December 31, 2023, the Fund held 17,030,603 units in the First American Government Obligations Fund Class Z (Ticker Symbol: FGZXX) valued at $1 per unit at a yield of 5.26%, and $200,000 in cash, which together represented 7.58% of the net assets of the Fund.

Interest on Loans

Interest income on loans is recognized on an accrual basis using the effective interest method including amounts resulting from the accretion of discount on loans from warrants included as additional compensation as part of the loan agreements. Additionally, fees received as part of the transaction 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 are computed using the difference between the amortized cost and the sales proceeds. Realized losses on loan write-offs are recognized when management determines that a loan is uncollectible.

Investment Valuation

The Fund accounts for loans for which market quotations are not readily available at fair value as determined in good faith by the Manager, who has been appointed as the Fund's valuation designee, pursuant to Rule 2a-5 under the 1940 Act. Subject to the oversight of the Fund's Board, all valuations are determined under the direction of the Manager, in accordance with the valuation methods described below and Rule 2a-5.

As of September 30, 2024 and December 31, 2023, the financial statements included nonmarketable investments of $430.3 million and $403.6 million, respectively, (or 91.9% and 93.8% of total assets, respectively) with the fair values determined by the Manager in the absence of readily determinable market values. Because of the inherent uncertainty of these valuations, estimated fair values of such investments may differ significantly from the fair values that would have been used had a readily available market for the securities existed, and the differences could be material. Below is the information used by the Manager in making these estimates.

Loans

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 a transaction that would occur in the most advantageous market, and on several factors related to each borrower, including, but not limited to, the borrower’s payment history, available cash and “burn rate,” revenues, net income or loss, the likelihood that the borrower will be able to 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. Where the risk profile is consistent with the original underwriting, the cost basis of substantially all of the loans approximates fair value. 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 market coupon rate would have the effect of lowering the fair 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 for a lesser timeframe, if, in the opinion of Management, the portfolio company either ceases or drastically curtails its operations and Management deems that it is unlikely that the loan will return to performing status. When a loan is placed on non-accrual status and the related interest is determined to not be collectible, all interest previously accrued but not collected is reversed. Any future 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 September 30, 2024 and December 31, 2023, loans with a cost basis of $54.5 million and $19.4 million and a fair value of $23.0 million and $5.8 million, respectively, were classified as non-accrual.

Warrants and Equity Securities

Warrants and equity securities received in connection with loan transactions are considered to be free standing contracts that are both legally detachable and separately exercisable from the related loan transactions and are measured at fair value at the time of acquisition. Warrants are valued based on a 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 available information.

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. An increase in the volatility of the warrants used in the Black-Scholes option pricing model would have the effect of increasing the fair 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 September 30, 2024 and December 31, 2023, the Fund assumed the average duration of a warrant is four years. The effect of an increase in the estimated initial term of the warrants used in the Black-Scholes option pricing model would have the effect of increasing the fair value of the warrants. However, the estimated initial term of the warrants 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 an increase in the estimated risk-free rate used in the Black-Scholes option pricing model would have the effect of increasing the fair value of the warrants.

Other Assets and Liabilities

Other assets include costs incurred in conjunction with borrowings under the Fund's debt facility. These costs are amortized over the estimated term of the facility using the straight-line basis. The amortization of these costs is recorded as interest expense in the Condensed Statements of Operations.

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

The carrying value of the borrowings under the debt facility approximates their fair value based on the borrowing rates available to the Fund.

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.

Derivative Instruments

The Fund uses derivative instruments to manage its exposure to changes in interest rates on expected borrowings under its debt facility, as the Fund originates fixed rate loans (see Note 8).

Derivative instruments are primarily valued on the basis of quotes obtained from banks, brokers and dealers and adjusted for counterparty risk and the optionality of the interest rate terms. The valuation of the derivative instruments also considers the future expected interest rates on the notional principal balance remaining which is comparable to what a prospective acquirer would pay on the measurement date. Valuation pricing models consider inputs such as forward rates, anticipated interest rate volatility relating to the reference rate, as well as time value and other factors underlying derivative instruments.

The Fund is a party to master netting arrangements with Zions Bancorporation, N.A., however, the Fund has elected not to offset assets and liabilities under these arrangements for financial statement presentation purposes. Contracts are recorded at gross fair value in either derivative assets or derivative liability in the Condensed Statements of Assets and Liabilities, depending on whether the fair value of the contract is in favor of the Fund or the counterparty. The changes in fair value are recorded in net change in unrealized gain (loss) from derivative instruments in the Condensed Statements of Operations and the monthly interest received or paid on the contract, if any, is recorded in net realized gain (loss) from derivative instruments in the Condensed Statements of Operations.

The interest rate collar instruments are contractually scheduled to terminate on December 31, 2024 and December 31, 2025.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This change is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss and assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures and providing new disclosure requirements for entities with a single reportable segment, among other new disclosure requirements. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Fund is currently evaluating the impact of adopting this guidance with respect to the financial statements and disclosures.

3. FAIR VALUE DISCLOSURES

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 September 30, 2024 and December 31, 2023, 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 transaction that would occur in the most advantageous 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 following tables show the weighted-average interest rate of the performing loans and all loans:


	For the Three Months Ended				For the Nine Months Ended
Performing Loans	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Weighted-Average Interest Rate - Cash	14.87	%	13.78	%	16.19	%	14.06	%
Weighted-Average Interest Rate - Non-Cash	4.13	%	3.43	%	4.78	%	3.64	%
Weighted-Average Interest Rate	19.00	%	17.21	%	20.97	%	17.70	%


	For the Three Months Ended				For the Nine Months Ended
All Loans	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Weighted-Average Interest Rate - Cash	14.26	%	13.53	%	15.72	%	13.88	%
Weighted-Average Interest Rate - Non-Cash	3.95	%	3.36	%	4.65	%	3.59	%
Weighted-Average Interest Rate	18.21	%	16.89	%	20.37	%	17.47	%

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. Warrants and equity securities received in connection with loan transactions are measured at fair value at the time of acquisition; the non-cash portion of interest income represents the accretion of the discount of these warrants over the life of the loan.

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, the cost basis of substantially all of the loans approximates fair value.

All loans as of September 30, 2024 and December 31, 2023 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, 2024 and December 31, 2023, the Fund had unexpired unfunded commitments to borrowers of $111.3 million and $132.3 million, respectively.

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 or out of Level 1, 2 or 3 during the nine months ended September 30, 2024 and 2023.

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 derivative instruments are based on quotes from the market makers that derive fair values from market data, and therefore, are classified as Level 2. 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 investments are individually negotiated and unique, and because there is little to no market in which these assets trade, the unobservable 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 tables provide quantitative information about the Fund’s Level 3 fair value measurements of the Fund’s investments by industry as of September 30, 2024 and December 31, 2023. 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 Value at September 30, 2024

Valuation Techniques / Methodologies

Unobservable Input

Range

Weighted Average(a)

Biotechnology

9,395,142

Most advantageous market analysis

Most advantageous market coupon rate

16% - 18%

17%

Computers & Storage

6,314,705

Most advantageous market analysis

Most advantageous market coupon rate

15% - 16%

15%

Internet

34,967,326

Most advantageous market analysis

Most advantageous market coupon rate

16% - 27%

18%

Asset Recovery

Probability weighting of alternative outcomes

5% - 95% ^

Medical Devices

3,391,302

Most advantageous market analysis

Most advantageous market coupon rate

20% - 21%

20%

Other Healthcare

42,165,249

Most advantageous market analysis

Most advantageous market coupon rate

16% - 28%

19%

Asset Recovery

Probability weighting of alternative outcomes

100% *

Other Technology

187,806,098

Most advantageous market analysis

Most advantageous market coupon rate

14% - 54%

21%

Asset Recovery

Probability weighting of alternative outcomes

5% - 100% ^

Security

2,239,223

Most advantageous market analysis

Most advantageous market coupon rate

13%

Semiconductors & Equipment

4,663,907

Most advantageous market analysis

Most advantageous market coupon rate

16%

Software

115,120,043

Most advantageous market analysis

Most advantageous market coupon rate

13% - 30%

18%

Asset Recovery

Probability weighting of alternative outcomes

10% - 100% ^

Investment Type - Level 3

Loan Investments

Fair Value at September 30, 2024

Valuation Techniques / Methodologies

Unobservable Input

Range

Weighted Average(a)

Technology Services

11,033,723

Most advantageous market analysis

Most advantageous market coupon rate

16% - 20%

18%

Asset Recovery

Probability weighting of alternative outcomes

10% - 50% ^

Wireless

13,238,155

Most advantageous market analysis

Most advantageous market coupon rate

18% - 21%

20%

Total Loan Investments

430,334,873

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

^ Probability weightings vary among portfolio companies within this industry based on different potential future outcomes.

* There is only one loan within this industry that utilizes this valuation technique.

Investment Type - Level 3

Loan Investments

Fair Value at December 31, 2023

Valuation Techniques / Methodologies

Unobservable Input

Range

Weighted Average(a)

Biotechnology

11,884,907

Most advantageous market analysis

Most advantageous market coupon rate

16% - 18%

17%

Computers & Storage

6,981,592

Most advantageous market analysis

Most advantageous market coupon rate

15% - 16%

15%

Internet

42,116,651

Most advantageous market analysis

Most advantageous market coupon rate

13% - 33%

17%

Asset Recovery

Probability weighting of alternative outcomes

50%*

Medical Devices

3,660,064

Most advantageous market analysis

Most advantageous market coupon rate

20% - 21%

21%

Other Healthcare

22,991,337

Most advantageous market analysis

Most advantageous market coupon rate

17% - 28%

20%

Asset Recovery

Probability weighting of alternative outcomes

100%*

Other Technology

159,031,085

Most advantageous market analysis

Most advantageous market coupon rate

13% - 74%

18%

Asset Recovery

Probability weighting of alternative outcomes

10% - 100% ^

Security

3,718,921

Most advantageous market analysis

Most advantageous market coupon rate

13% - 16%

14%

Semiconductors & Equipment

4,821,317

Most advantageous market analysis

Most advantageous market coupon rate

18%

Software

116,428,842

Most advantageous market analysis

Most advantageous market coupon rate

13% -24% *

17%

Asset Recovery

Probability weighting of alternative outcomes

5% - 85% ^

Technology Services

28,168,760

Most advantageous market analysis

Most advantageous market coupon rate

16% - 22%

20%

Asset Recovery

Probability weighting of alternative outcomes

10% - 60% *

Wireless

3,796,637

Most advantageous market analysis

Most advantageous market coupon rate

17%

Total Loan Investments

403,600,113

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

^ Probability weightings vary among portfolio companies within each industry based on different potential future outcomes.

* There is only one loan within this industry that utilizes this valuation technique.

The following tables present the balances of assets and liabilities as of September 30, 2024 and December 31, 2023 measured at fair value on a recurring basis:


As of September 30, 2024
ASSETS:	Level 1		Level 2		Level 3		Total
Loans †	$	—	$	—	$	430,334,873	$	430,334,873

Cash equivalents	29,474,225		—		—		29,474,225

Total assets	$	29,474,225	$	—	$	430,334,873	$	459,809,098

LIABILITIES:	Level 1		Level 2		Level 3		Total
Borrowings under debt facility	$	—	$	176,500,000	$	—	$	176,500,000
Derivative liability	—		53,728		—		53,728
Total liabilities	$	—	$	176,553,728	$	—	$	176,553,728

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


As of December 31, 2023
ASSETS:	Level 1		Level 2		Level 3		Total
Loans †	$	—	$	—	$	403,600,113	$	403,600,113
Cash equivalents	17,030,603		—		—		17,030,603

Total assets	$	17,030,603	$	—	$	403,600,113	$	420,630,716

LIABILITIES:	Level 1		Level 2		Level 3		Total
Borrowings under debt facility	$	—	$	197,500,000	$	—	$	197,500,000
Derivative liability	—		110,917		—		110,917
Total liabilities	$	—	$	197,610,917	$	—	$	197,610,917

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

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


	For the Three Months Ended September 30, 2024
	Loans		Warrants		Stock
Beginning balance	$	380,905,915	$	—	$	—
Acquisitions and originations	81,332,000		5,617,455		1,426,754
Principal payments on loans, net of accretion	(29,585,528)		—		—
Distributions to shareholder	—		(5,617,455)		(1,426,754)
Net realized loss from loans	—		—		—
Net change in unrealized loss from loans	(2,317,514)		—		—
Ending balance	$	430,334,873	$	—	$	—

Net change in unrealized loss from loans still held at September 30, 2024	$	(2,317,514)


	For the Nine Months Ended September 30, 2024
	Loans		Warrants		Stock		Convertible Notes
Beginning balance	$	403,600,113	$	—	$	—	$	—
Acquisitions and originations	171,740,000		16,235,403		3,592,623		387,707
Principal payments on loans, net of accretion	(127,065,387)		—		—		—
Distributions to shareholder	—		(16,235,403)		(3,592,623)		(387,707)

Net change in unrealized loss from loans	(17,939,853)		—		—		—
Ending balance	$	430,334,873	$	—	$	—	$	—

Net change in unrealized loss from loans still held at September 30, 2024	$	(17,939,854)


	For the Three Months Ended September 30, 2023	For the Nine Months Ended September 30, 2023
		Loans		Warrants		Loans		Warrants
Beginning balance		$	328,461,221	$	—	$	268,498,972	$	—
Acquisitions and originations		65,124,490		4,952,614		159,186,990		12,549,587
Principal payments on loans, net of accretion		(17,509,010)		—		(49,334,242)		—
Distributions to shareholder		—		(4,952,614)		—		(12,549,587)
Net change in unrealized loss from loans		(6,312,605)		—		(8,587,624)		—
Ending balance		$	369,764,096	$	—	$	369,764,096	$	—

Net change in unrealized loss from loans and other assets still held at September 30, 2023		$	(6,312,605)			$	(8,587,624)

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, 2024 and December 31, 2023, there were 10,000,000 shares of $0.001 par value common stock authorized, and 100,000 shares issued and outstanding. Total committed capital of the Company, as of both September 30, 2024 and December 31, 2023, was $500.0 million. Total contributed capital to the Company as of September 30, 2024 and December 31, 2023 was $375.0 million and $305.0 million, respectively, of which $336.0 million and $276.0 million were contributed to the Fund, respectively.

The chart below shows the distributions of the Fund for the nine months ended September 30, 2024 and 2023:


	For the Nine Months Ended September 30, 2024		For the Nine Months Ended September 30, 2023
Cash distributions	$	7,266,000	$	—

Distributions of equity securities	20,215,733		12,549,587
Total distributions to shareholder	$	27,481,733	$	12,549,587

Final classification of the distributions as either a return of capital or a distribution of income is an annual determination made at the end of each year dependent upon the Fund’s current year cumulative earnings and profits.

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. BDCs are generally required to have an asset coverage of at least 200% but are permitted 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 defined in Section 57(o) of the 1940 Act, of the BDC’s board of directors, including a majority of disinterested 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 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. As of September 30, 2024 and December 31, 2023, the Fund’s asset coverage for borrowings was 262% and 214%, respectively.

The Fund is a party to a loan and security agreement (as amended and restated from time to time) with ING Capital LLC acting as the administrative agent and other lenders named therein, that established a secured revolving credit facility with a commitment size of $250.0 million. An additional $125.0 million is potentially available to the Fund, subject to further negotiation and credit approval, through an accordion provision.

On June 15, 2023, the Fund entered into Amendment No. 3 to the Loan and Security Agreement (the “Amendment No.3”) with lenders named therein that provides for, among other modifications (i) replacement of the interest rate benchmark from LIBOR to Secured Overnight Financing Rate (“SOFR”), and (ii) conversion of an existing LIBOR Market Index Rate Loan to an Adjusted Term SOFR Loan (as defined below). The amendments set forth in Amendment No. 3 became effective as of June 26, 2023. The first repricing of our outstanding debt to reflect the new Adjusted Term SOFR Loan rates occurred on July 3, 2023.

The Fund pays interest on its borrowings and a fee on the unused portion of the facility. Borrowings under the facility, at the Fund’s discretion, will bear interest at an annual rate of either a (i) Reference Rate, plus an Applicable Reference Rate Margin (such loan, a "Reference Rate Loan"), (ii) Adjusted Term SOFR plus the Applicable SOFR Margin (such loan, an "Adjusted Term SOFR Loan") or (iii) Daily Compounded SOFR plus the Applicable SOFR Margin (such loan, a "Daily Compounded SOFR Loan"). As of September 30, 2024, the Fund’s outstanding borrowings were entirely Adjusted Term SOFR Loans. The interest period for each Adjusted Term SOFR Loan shall at the option of the Fund be fixed at one, three or six months. Adjusted Term SOFR is a rate per annum equal to Term SOFR for the elected interest period plus a fixed SOFR Adjustment of 0.11448%, 0.26161% or 0.42826% for interest periods of one, three or six months, respectively. Applicable SOFR Margin is the sum of (a) the product of (i) the Subscription Secured Borrowings percentage calculated for such period and (ii) 1.75% and (b) the product of (i) the Portfolio Secured Borrowings percentage for such period and (ii) 2.50%. When the Fund is using 50.00% or more of the maximum amount available under the Loan Agreement, the applicable unused line fee is 0.25% of the unused portion of the loan facility; otherwise, the applicable unused line fee is 0.50% of the unused portion. The Fund pays the unused credit line fee quarterly. As of September 30, 2024 and December 31, 2023, $176.5 million and $197.5 million, respectively, was outstanding under the facility.

As of September 30, 2024, the Term SOFR rates were as follows:


1-month Term SOFR	4.8457	%
3-month Term SOFR	4.5921	%
6-month Term SOFR	4.2539	%

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 September 30, 2024 and December 31, 2023, the remaining unamortized fees and costs of $0.9 million and $1.3 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. The Fund is also required to maintain derivative instruments covering a notional principal amount of at least 20% of the aggregate principal balance of the outstanding borrowings ( the "Minimum Hedge Percentage"). The Fund is required to comply with this Minimum Hedge percentage only after the date on which the Subscription Secured Borrowings percentage is less than 25% of the Borrowing Base (See Note 8). As of September 30, 2024 and December 31, 2023, Management is not aware of instances of non-compliance with financial covenants.

The following is the summary of the outstanding facility draws as of September 30, 2024:

Amount

Maturity Date

Weighted Average All-In Interest Rate (a)

Adjusted Term SOFR Rate Loan

$176,500,000

October 18, 2026

7.2269%

Total Outstanding

$176,500,000

(a) Inclusive of Applicable SOFR Margin of 2.26800% as of September 30, 2024 plus 0.11448% SOFR Adjustment.

The following is the summary of the outstanding facility draws as of December 31, 2023:

Amount

Maturity Date

Weighted Average All-In Interest Rate (a)

Adjusted Term SOFR Rate Loan

$197,500,000

October 18, 2026

7.6672%

Total Outstanding

$197,500,000

(a) Inclusive of Applicable SOFR Margin of 2.20000% as of December 31, 2023 plus 0.11448% SOFR Adjustment.

7. MANAGEMENT FEE AND RELATED PARTIES

Management Fee

On October 13, 2022, in connection with the Transaction, the Fund entered into a new investment management agreement (the “Current Agreement”), by and between the Fund and the Manager, that replaced the previous investment management agreement entered into between the Fund and the Manager (the “Previous Agreement”). The closing of the Transaction constituted a change of control of the Manager which caused the Previous Agreement to terminate. Significant terms of the Current Agreement are the same as those of the Previous Agreement, including the fee rates described below.

As compensation for its services to the Fund, the Manager, from the date of the first capital contribution, October 1, 2021, receives an investment management fee from the Fund (the “Management Fee”). The aggregate annual amount of Management Fee for each annual period (which is comprised of four whole fiscal quarters and which, in the case of the first year, commenced on the first day of the first fiscal quarter following the first capital contribution) 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.

For the nine months ended September 30, 2024 and 2023, Management Fees were calculated at 1.575% and 1.600% of the Company's committed capital, respectively. Management Fees of $2.0 million and $5.9 million were recognized as expenses for the three and nine months ended September 30, 2024, respectively. Management Fees of $2.0 million and $6.0 million were recognized as expenses for the three and nine months ended September 30, 2023, respectively.

Related Parties

Certain officers and directors of the Fund also serve as officers and directors of the Manager. The Articles of Incorporation of the Fund provide for indemnification of directors, officers, employees and agents (including the Manager) of the Fund to the fullest extent permitted by applicable state law and the 1940 Act, including the advance of expenses and reasonable counsel fees. The Articles of Incorporation of the Fund also contain a provision eliminating personal liability of a Fund director or officer to the Fund or its shareholder for monetary damages for certain breaches of their duty of care. For this reason, the Fund has acquired a directors and officers insurance policy.

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

The Manager also serves as the investment manager for Fund IX. So long as Fund IX had capital available to invest in loan transactions with final maturities earlier than December 31, 2028 (the date on which Fund IX’s term of existence automatically expires), the Fund was able to invest in each portfolio company in which Fund IX invested, subject to approval of the Fund's Board. The Manager’s allocation process is designed to allocate investment opportunities fairly and equitably among the Fund and Fund IX over time, and subject to board approval, may be based on a methodology taking into account investment pace, the remaining commitment periods and other relevant factors. The Fund co-invested with Fund IX through December 31, 2023, which was the end of Fund IX’s investment period.

Transactions with WTI Fund XI, Inc. ("Fund XI")

The Manager also serves as the investment manager for Fund XI. So long as Fund XI has capital available to invest in loan transactions with final maturities earlier than December 31, 2031 (the date on which the Fund's term of existence automatically expires), the Fund may invest in each portfolio company in which Fund XI invests, subject to approval of the Fund’s Board. The Manager’s allocation process is designed to allocate investment opportunities fairly and equitably among the Fund and Fund XI over time, and subject to board approval, may be based on a methodology taking into account investment pace, the remaining commitment periods and other relevant factors.

The ability of the Fund to co-invest with Fund IX, Fund XI, and other clients advised by the Manager, is subject to the conditions (the "Conditions") with which the funds are currently complying while seeking certain exemptive relief from the Securities and Exchange Commission (the "SEC") from the provisions of Sections 17(d) and 57 of the 1940 Act and Rule 17d-1 thereunder. To the extent that clients, other than Fund XI, advised by the Manager (but in which the Manager has no proprietary interest) invest in opportunities available to the Fund, the Manager will allocate such opportunities among the Fund and such other clients in a manner deemed fair and equitable considering all of the circumstances in accordance with the Conditions.

Intercreditor Agreements

In all transactions in which the Fund and other funds managed by the Manager invest or those in which another lender(s) has either invested or may later invest (or in the event a successor fund is raised, in which the Fund and the successor fund invest), it is expected that the Fund and other funds managed by the Manager (or the successor fund as the case may be), and/or the other lender(s) will enter into an intercreditor agreement pursuant to which the Fund and other funds managed by the Manager (or the successor fund), and/or the other lender(s), along with any predecessor funds which still have a balance outstanding, will cooperate in pursuing their remedies following a default by the common borrower. Generally, under such intercreditor agreements, each party would agree that its security interest would be treated in parity with the security interest of the other party, regardless of which security interest would have priority under applicable law. Accordingly, proceeds realized from the sale of any collateral or the exercise of any other creditor’s rights will be allocated between the Fund and other funds managed by the Manager, and any predecessor funds as described above, pro rata in accordance with the amounts of their respective investments. An exception to the foregoing arrangement would occur in situations where, for example, one of the lenders financed specific items of equipment collateral; in that case, usually the lender who financed the specific assets will have a senior lien on that asset, and the other lenders will have a junior priority lien (even though they may ratably share liens of equal priority on other assets of the common borrower). As a result of such intercreditor agreements, the Fund may have less flexibility in pursuing its remedies following a default than it would have had had there been no intercreditor agreement, and the Fund may therefore realize fewer proceeds. In addition, because the Fund and Fund IX (or the successor fund) invest at the same time in the same borrower, such borrower would be required to service two loans rather than one. Any additional administrative costs or burdens resulting therefrom may make the Fund a less attractive lender and may make it more difficult for the Fund to acquire such loans.

8. DERIVATIVE INSTRUMENTS

The Fund uses derivative instruments to manage its exposure to interest rates on expected borrowings under its debt facility (see Note 6), as the Fund originates fixed rate loans.

The Fund entered into interest rate collar transactions with Zions Bancorporation, N.A. dba California Bank & Trust. Certain information related to the Fund's interest rate collar contracts is presented below:

Counterparties

Effective Date

Notional Amount

Cap

Floor

Index

Maturity Date

Zions Bancorporation, N.A.

12/29/2023

$50,000,000

5.30%

3.65%

1 mo.USD-SOFR CME Term

12/31/2024

Zions Bancorporation, N.A.

12/29/2023

$50,000,000

5.30%

2.30%

1 mo.USD-SOFR CME Term

12/31/2025

The interest rate collar mitigates the Fund's exposure to interest rate fluctuations on variable rate index of the debt facility. The collar establishes a range where the Fund pays the counterparty if the SOFR rate falls below the established floor rate, and the counterparty will pay the Fund if the SOFR rate exceeds the established cap rate. The interest rate collar settles monthly.

The following table shows the Fund's derivative instruments at fair value on the Fund's Condensed Statements of Assets and Liabilities as of September 30, 2024 and December 31, 2023:


	Derivative Liabilities
Derivative Instruments		September 30, 2024		December 31, 2023
Interest rate collar		$	53,728	$	110,917

The following table shows the effect of the Fund's derivative instruments on the Fund's Condensed Statements of Operations for the three and nine months ended September 30, 2024 and 2023:



		For the Three Months Ended				For the Nine Months Ended
Derivative Instruments	Condensed Statements of Operations Caption	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Interest rate collar	Net change in unrealized gain (loss) from derivative instruments	$	(110,351)	$	—	$	57,189	$	—
	Net realized gain from derivative instruments	$	7,669	$	—	$	23,597	$	—

The following table shows the Fund's assets and liabilities related to derivatives by counterparty, net of amounts available for offset under the master netting agreement and net of any collateral received or pledged by the Fund for such assets and liabilities as of September 30, 2024 and December 31, 2023:


	As of September 30, 2024
Counterparties	Derivative Liability Subject to Master Netting Agreement		Derivatives Available for Offset		Non-cash Collateral Pledged		Cash Collateral Pledged		Net Amount (1)
Zions Bancorporation, N.A.	$	(53,728)	$	—	$	—	$	—	$	(53,728)
Total	$	(53,728)	$	—	$	—	$	—	$	(53,728)


	As of December 31, 2023
Counterparties	Derivative Liability Subject to Master Netting Agreement		Derivatives Available for Offset		Non-cash Collateral Pledged		Cash Collateral Pledged		Net Amount (1)
Zions Bancorporation, N.A.	$	(110,917)	$	—	$	—	$	—	$	(110,917)
Total	$	(110,917)	$	—	$	—	$	—	$	(110,917)











(1) Net amount of derivative liabilities represents the net amount owed by the Fund to the counterparty.

There were no derivative assets as of either September 30, 2024 or December 31, 2023.

9. TAX STATUS

The Fund has elected to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986 (the "Code") and operates in a manner to qualify for the tax treatment applicable to RICs. Failing to maintain at least 70% of total assets in "qualifying assets" will result in the loss of BDC status, resulting in losing its favorable tax treatment as a RIC. As of September 30, 2024, the Fund has met the BDC and RIC requirements. The Fund elected to be treated for federal income tax purposes as a RIC under the Code with the filing of its federal income tax return for 2022.

In order to qualify for favorable tax treatment as a RIC, the Fund is required to distribute annually to its shareholder at least 90% of its investment company taxable income, as defined by the Code. To avoid federal excise taxes, the Fund must distribute annually at least 98% of its ordinary income and 98.2% of net capital gains from the current year and any undistributed ordinary income and net capital gains from the preceding years. The Fund, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If the Fund chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to its shareholder. The Fund will accrue excise tax on estimated undistributed taxable income as required.

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 September 30, 2024 and December 31, 2023:


	As of September 30, 2024
Asset	Cost		Unrealized Appreciation		Unrealized Depreciation		Net Appreciation (Depreciation)
Loans	$	462,668,332	$	—	$	(32,333,459)	$	(32,333,459)

Total	$	462,668,332	$	—	$	(32,333,459)	$	(32,333,459)


	As of September 30, 2024
Liability	Cost		Unrealized Appreciation		Unrealized Depreciation		Net Appreciation (Depreciation)
Derivative liability	$	—	$	—	$	(53,728)	$	(53,728)

Total	$	—	$	—	$	(53,728)	$	(53,728)


	As of December 31, 2023
Asset	Cost		Unrealized Appreciation		Unrealized Depreciation		Net Appreciation (Depreciation)
Loans	$	417,993,719	$	—	$	(14,393,606)	$	(14,393,606)

Total	$	417,993,719	$	—	$	(14,393,606)	$	(14,393,606)


	As of December 31, 2023
Liability	Cost		Unrealized Appreciation		Unrealized Depreciation		Net Appreciation (Depreciation)
Derivative liability	$	—	$	—	$	(110,917)	$	(110,917)

Total	$	—	$	—	$	(110,917)	$	(110,917)

There was no unrealized appreciation relating to derivative assets as of either September 30, 2024 or December 31, 2023.

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 September 30, 2024, 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 ending December 31, 2024.

The Fund anticipates distributing all distributable earnings by the end of the year. 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 September 30, 2024, the Fund had no uncertain tax positions and no capital loss carryforwards.

10. COMMITMENTS AND CONTINGENCIES

Unexpired Unfunded Commitments

As of September 30, 2024 and December 31, 2023, the Fund’s unexpired unfunded commitments to borrowers totaled $111.3 million and $132.3 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 tables below are the Fund’s unexpired unfunded commitments as of September 30, 2024 and December 31, 2023:


Borrower	Industry	Unexpired Unfunded Commitment as of September 30, 2024		Expiration Date
Abacum Inc.	Software	$	1,500,000	12/31/24
AI Netomi, Inc.	Software	2,250,000		01/31/25
American Castanea PBC	Other Technology	1,750,000		04/30/25
Carbon Ridge, Inc.	Other Technology	1,125,000		04/01/25
Charlie Financial Inc.	Other Healthcare	3,500,000		03/31/25
Creoate Limited	Other Technology	3,285,000		05/31/25
GoForward, Inc.	Other Healthcare	30,000,000		12/31/26
Juvo Mobile, Inc.	Wireless	750,000		11/15/24
Merlin Labs, Inc.	Other Technology	10,000,000		11/01/24
Modern Animal, Inc.	Other Healthcare	10,000,000		01/31/25
Nextivity, Inc.	Wireless	5,000,000		10/31/24
Overdrive Products Inc.	Other Technology	1,500,000		03/31/25


Borrower	Industry	Unexpired Unfunded Commitment as of September 30, 2024		Expiration Date
Owlet Baby Care, Inc.	Other Technology	5,625,000		08/15/25
Parkoursc, Inc.	Software	1,000,000		10/31/24
Prima Holdings Limited	Technology Services	3,000,000		04/30/26
Swiftly Systems, Inc.	Software	20,000,000		12/31/24
Threedium Ltd.	Internet	1,750,000		07/31/25
Truepic Inc.	Software	3,000,000		12/31/24
Vesta Housing, Inc.	Software	3,750,000		05/31/25
ZeroCater, Inc.	Software	2,475,000		01/31/25
Total		$	111,260,000



Borrower	Industry	Unexpired Unfunded Commitment as of December 31, 2023		Expiration Date
2045 Studio, Inc.	Technology Services	$	750,000	03/15/24
Badiani Limited	Other Technology	500,000		01/31/24
Charlie Financial Inc.	Other Healthcare	7,000,000		03/31/25
Findigs, Inc.	Internet	3,500,000		07/15/24
GoForward, Inc.	Other Healthcare	30,000,000		12/31/26
Hdata, Inc.	Software	500,000		04/30/24
High Definition Vehicle Insurance, Inc.	Other Technology	2,500,000		07/15/24
Higher Ground Education, Inc.	Other Technology	5,000,000		01/31/24
Kolors, Inc.	Software	2,000,000		04/30/24
Kushki Group Holdings Ltd.	Software	10,000,000		06/30/24
Make Cents Technologies Inc.	Software	10,000,000		03/31/24
Modern Animal, Inc.	Other Healthcare	30,000,000		01/31/25
Ripple Foods, PBC	Other Technology	4,000,000		04/30/24
Runzy, Inc.	Other Technology	500,000		07/31/24
Safe Securities Inc.	Software	4,000,000		06/30/24
Semsee Corp.	Software	2,000,000		03/01/24
Swiftly Systems, Inc.	Software	20,000,000		12/31/24
Total		$	132,250,000

Contingencies

In the normal course of business, the Manager may enter into certain contracts, on behalf of the Fund, that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made that have not yet occurred. Currently, no such claims exist or are expected to arise and, accordingly, the Fund has not accrued any liability in connection with such indemnifications.

11. FINANCIAL HIGHLIGHTS

U.S. GAAP requires disclosure of financial highlights of the Fund for the three and nine months ended September 30, 2024 and 2023.

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 to average net assets, calculated in the following table, 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 September 30, 2024			For the Three Months Ended September 30, 2023			For the Nine Months Ended September 30, 2024			For the Nine Months Ended September 30, 2023

Total return **	4.01		%	1.60		%	11.18		%	12.15		%

Per share amounts:
Net asset value, beginning of period	$	2,869.3		$	1,587.59		$	2,273.02		$	1,137.31

Net investment income	139.09			88.65			454.14			252.65
Net realized and change in unrealized loss from loans and derivative instruments	(24.20)			(63.12)			(178.59)			(85.87)
Net increase in net assets resulting from operations	114.89			25.53			275.55			166.78

Distributions of income to shareholder	(110.44)			(49.53)			(274.82)			(125.50)

Contributions from shareholder	—			100.00			600.00			485.00
Net asset value, end of period	$	2,873.75		$	1,663.59		$	2,873.75		$	1,663.59

Net assets, end of period	$	287,375,056		$	166,358,662		$	287,375,056		$	166,358,662

Ratios to average net assets:

Expenses *	7.30		%	16.21		%	8.76		%	11.68		%
Net investment income *	19.39		%	22.25		%	23.56		%	17.30		%
Portfolio turnover rate	—		%	—		%	—		%	—		%
Average debt outstanding	$	151,625,000		$	222,500,000		$	172,050,000		$	193,050,000

* Annualized.

** Total return amounts presented above are not annualized.

12. SUBSEQUENT EVENTS

Management evaluated subsequent events through the date of this Quarterly Report on Form 10-Q and determined that no 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 Ukraine War, conflicts in the Middle East, results of U.S. national and local elections, worldwide inflation, interest rate volatility and natural disasters 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 2023 Annual Report on Form 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 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 consists 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. On October 1, 2021, the Company completed its first closing of capital contributions. On the same day, the Fund made its first investment and became a non-diversified, closed-end investment company that elected to be treated as a BDC under the 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 instead act as a diversified investment company within the meaning of Section 5(b)(1) of the 1940 Act.

The Fund elected to be treated as a 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 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 a 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 taxation. There is no assurance that the Fund will meet the ongoing requirements to qualify as a RIC for tax purposes.

The Fund’s investment objective is to achieve superior risk-adjusted investment returns. The Fund seeks to achieve that objective by providing debt financing to portfolio companies, most of which are private debt securities. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments and generally 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 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 on their results of operations, specifically costs 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.

Transactions with WTI Fund XI, Inc.

The ability of the Fund to co-invest with Fund IX, Fund XI, and other clients advised by the Manager, is subject to Conditions with which the funds are currently complying while seeking certain exemptive relief from the SEC from the provisions of Sections 17(d) and 57 of the 1940 Act and Rule 17d-1 thereunder. To the extent that clients, other than Fund XI, advised by the Manager (but in which the Manager has no proprietary interest) invest in opportunities available to the Fund, the Manager will allocate such opportunities among the Fund and such other clients in a manner deemed fair and equitable considering all of the circumstances in accordance with the Conditions.

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 along with the completeness of loans exhibiting indicators of potential credit deterioration 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 transaction that would occur in the most advantageous 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 market coupon rate would each 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 cost basis of substantially all loans 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.

The Impact of the Ukraine War, Conflicts in the Middle East, Worldwide Inflation, Interest Rate Volatility and Natural Disasters on Results of Operations and Liquidity & Capital Resources

Global and domestic financial markets have experienced an increase in volatility as concerns about the impact of higher inflation, interest rate volatility, a potential recession, the risk of continued escalation in the Middle East, the Ukraine War, the outbreak of other hostilities or conflict (such as the Houthi attacks on marine vessels in and around the Red Sea), the results of U.S. national and local elections and extreme weather patterns or natural disasters (such as the 2024 earthquake in Taiwan) have weighed on market participants. These factors have created disruptions in supply chains and economic activity and have had a particularly adverse impact on certain industries. These uncertainties can ultimately impact the overall supply and demand of the market through changing spreads, deal terms and structures. The Fund is unable to predict the full impact of these macroeconomic events on the Fund's liquidity and capital resources.

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 portfolio in an attempt to manage the potential credit risk and improve loan performance. Certain loans may have inherent increased credit risk due to the nature of the underlying business and its ability to maintain operations in the current economic environment.

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 its 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 liquidity requirements associated with its existing operations.

Results of Operations - For the Three and Nine Months Ended September 30, 2024 and 2023

Analysis of Interest Income

Total investment income for the three months ended September 30, 2024 and 2023 was $19.1 million and $15.3 million, respectively. Total investment income for the nine months ended September 30, 2024 and 2023 was $62.3 million and $42.3 million, respectively. Investment income primarily consisted of interest on venture loans outstanding and early loan payoffs. The remaining income consisted of interest and dividends on the temporary investment of cash.

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 year. Warrants and equity securities received in connection with loan transactions are considered to be free standing contracts that are both legally detachable and separately exercisable from the loan transactions and are measured at fair value at the time of acquisition; the non-cash portion of interest income represents the accretion of the discount of these warrants over the life of the loan.

The following table shows the average outstanding balance, interest income, and weighted average interest rate for the cash and non-cash portion of interest income for the three months ended September 30, 2024 and 2023:


	For the Three Months Ended September 30, 2024								For the Three Months Ended September 30, 2023
	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	$	395,630,688	$	18,789,303	14.87	%	4.13	%	$	347,746,029	$	14,959,269	13.78	%	3.43	%
All Loans	$	412,721,658	$	18,789,303	14.26	%	3.95	%	$	354,363,316	$	14,959,269	13.53	%	3.36	%

Interest income for both performing loans and all loans increased by $3.8 million, or 25.6%, for the three months ended September 30, 2024 compared to the same period in 2023. The increase is primarily due to the increased growth in the Fund's loan portfolio and early loan payoffs. The average outstanding balance for performing loans and all loans increased by $47.9 million and $58.4 million, or 13.8% and 16.5%, respectively, for the three months ended September 30, 2024 compared to the same period in 2023.

The following table shows the average outstanding balance, interest income, and weighted average interest rate for the cash and non-cash portion of interest income for the nine months ended September 30, 2024 and 2023.


	For the Nine Months Ended September 30, 2024								For the Nine Months Ended September 30, 2023
	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	$	389,186,455	$	61,210,612	16.19	%	4.78	%	$	313,070,074	$	41,568,456	14.06	%	3.64	%
All Loans	$	400,602,791	$	61,210,612	15.72	%	4.65	%	$	317,206,789	$	41,568,456	13.88	%	3.59	%

Interest income for both performing loans and all loans increased by $19.6 million, or 47.3%, for the nine months ended September 30, 2024 compared to the same period in 2023. The increase is primarily due to the increased growth in the Fund's loan portfolio and early loan payoffs. The average outstanding balance for performing loans and all loans increased by $76.1 million and $83.4 million, or 24.3% and 26.3%, respectively, for the nine months ended September 30, 2024 compared to the same period in 2023.

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 September 30, 2024 and 2023.


	For the Three Months Ended September 30, 2024						For the Three Months Ended September 30, 2023
	Average Balance		Interest Expense		Weighted Average Interest Expense Rate		Average Balance		Interest Expense		Weighted Average Interest Expense Rate
Debt Facility	$	151,625,000	$	3,141,578	8.29	%	$	222,500,000	$	4,336,715	7.80	%

Interest expense decreased by $1.2 million, or 27.6%, for the three months ended September 30, 2024 compared to the same period in 2023. Interest expense for the three months ended September 30, 2024, decreased primarily due to lower average debt outstanding. The average outstanding balance for borrowings under the facility decreased by $70.9 million, or 31.9%, for the three months ended September 30, 2024 compared to the same period in 2023.

The following table shows the average balance, interest expense, and weighted average interest rate for the nine months ended September 30, 2024 and 2023.


	For the Nine Months Ended September 30, 2024						For the Nine Months Ended September 30, 2023
	Average Balance		Interest Expense		Weighted Average Interest Expense Rate		Average Balance		Interest Expense		Weighted Average Interest Expense Rate
Debt Facility	$	172,050,000	$	10,294,894	7.98	%	$	193,050,000	$	10,700,000	7.39	%

Interest expense decreased by $0.4 million, or 3.8%, for the nine months ended September 30, 2024 compared to the same period in 2023. Interest expense for the nine months ended September 30, 2024, decreased primarily due to lower average debt outstanding which was partially offset by a higher weighted average interest rate. The average outstanding balance for borrowings under the facility decreased by $21.0 million, or 10.9%, for the nine months ended September 30, 2024 compared to the same period in 2023.

The Fund also uses derivative instruments to manage its exposure to interest rates on its borrowings under the debt facility. See the discussion herein under the caption “Quantitative and Qualitative Disclosures About Market Risk” for the approximate annualized effect of hypothetical interest rate changes in components of net assets resulting from operations.

Analysis of Operating Expense

The following table shows the components of operating expense for the three and nine months ended September 30, 2024 and 2023.


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
Operating Expense	2024		2023		Change ($)		2024		2023		Change ($)

Management Fees	$	1,968,750	$	2,000,000	$	(31,250)	$	5,906,250	$	6,000,000	$	(93,750)
Banking and professional fees	54,703		65,095		(10,392)		392,768		233,883		158,885
Other operating expenses	70,288		56,748		13,540		288,001		131,426		156,575
Total Operating Expense	$	2,093,741	$	2,121,843	$	(28,102)	$	6,587,019	$	6,365,309	$	221,710

Management Fees for the three months ended September 30, 2024 and 2023 were both $2.0 million. Management Fees for the nine months ended September 30, 2024 and 2023 were $5.9 million and $6.0 million, respectively. For the period from January 1, 2024 through September 30, 2024, Management Fees were calculated at 1.575% of the Company's committed capital. For the same period in 2023, Management Fees were calculated at an annual percentage of 1.600% of the Company's committed capital.

Banking and professional fees decreased by less than $0.1 million and increased by $0.2 million, respectively, for the three and nine months ended September 30, 2024 compared to the same period in 2023. These expenses included legal fees, tax preparation fees and other consulting and professional service fees.

Other operating expenses increased by less than $0.1 million and $0.2 million, respectively, for the three and nine months ended September 30, 2024 compared to the same periods in 2023. Other operating expense included director fees, custody fees, taxes, insurance and other expenses related to the operations of the Fund.

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 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 documents are recognized as offsets against legal expenses. Non-recurring fees for the three months ended September 30, 2024 and 2023 were both $0.4 million. Non-recurring fees for the nine months ended September 30, 2024 and 2023 were $0.9 million and $1.2 million, respectively.

Net Investment Income

Net investment income for the three months ended September 30, 2024 and 2023 was $13.9 million and $8.9 million, respectively. Net investment income for the nine months ended September 30, 2024 and 2023 was $45.4 million and $25.3 million, respectively.

Realized and Change in Unrealized Gains (Losses)

There were no realized gains (losses) from loans for the three and nine months ended September 30, 2024 and 2023.

Net realized gain from derivative instruments was less than $0.1 million and $0.1 million, respectively, for the three and nine months ended September 30, 2024. There were no realized gains (losses) from derivative instruments for the same periods in 2023. Realized gains were the result of interest being received by the Fund on the derivative instruments when the cap rates of the interest rate collars were lower than the floating rate.

Net change in unrealized loss from loans for the three months ended September 30, 2024 and 2023 was $2.3 million and $6.3 million, respectively. Net change in unrealized loss from loans for the nine months ended September 30, 2024 and 2023 was $17.9 million and $8.6 million, respectively. The net change in unrealized loss from loans consisted of fair value adjustments to the loans resulting from the deterioration in certain portfolio companies' performance.

Net change in unrealized gain (loss) from derivative instruments for the three and nine months ended September 30, 2024 was less than $(0.1) million and $0.1 million, respectively. There were no unrealized gains (losses) from derivative instruments for the same periods in 2023. The net change in unrealized gain (loss) from derivative instruments consisted of fair market value adjustments to the derivative instruments and is a reflection of the market’s outlook on the economy and the future of interest rate changes, as well as realization of prior unrealized gains and losses.

Net increase in net assets resulting from operations for the three months ended September 30, 2024 and 2023 was $11.5 million and $2.6 million, respectively. On a per share basis, the net increase in net assets resulting from operations for the three months ended September 30, 2024 and 2023 was $114.89 and $25.52, respectively.

Net increase in net assets resulting from operations for the nine months ended September 30, 2024 and 2023 was $27.6 million and $16.7 million, respectively. On a per share basis, the net increase in net assets resulting from operations for the nine months ended September 30, 2024 and 2023 was $275.55 and $166.77, respectively.

Liquidity and Capital Resources – September 30, 2024 and December 31, 2023

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 $336.0 million and $276.0 million as of September 30, 2024 and December 31, 2023, respectively. As of both September 30, 2024 and December 31, 2023, the Company had subscriptions for capital in the amount of $500.0 million, of which $375.0 million and $305.0 million had been called and received. As of September 30, 2024, $125.0 million of capital remains 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. The Company has made $33.2 million in recallable distributions to its investors, as permitted under its operating agreement between the Company’s managing member and members of the Company.

The changes in cash for the nine months ended September 30, 2024 and 2023 were as follows:


	For the Nine Months Ended September 30, 2024		For the Nine Months Ended September 30, 2023
Net cash used in operating activities	$	(19,313,975)	$	(97,691,795)
Net cash provided by financing activities	31,757,597		112,958,920
Net increase in cash and cash equivalents	$	12,443,622	$	15,267,125

As of September 30, 2024 and December 31, 2023, 10.33% and 7.58%, respectively, of the Fund’s net assets consisted of cash and cash equivalents.

Borrowings by the Fund are collateralized by (i) the personal property and other assets of the Fund (“Portfolio 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”). The Fund pays interest on its borrowings and a fee on the unused portion of the facility. Borrowings under the facility, at the Fund’s discretion, will bear interest at an annual rate of either a (i) Reference Rate, plus an Applicable Reference Rate Margin (such loan, a "Reference Rate Loan"), (ii) Adjusted Term SOFR plus the Applicable SOFR Margin (such loan, an "Adjusted Term SOFR Loan") or (iii) Daily Compounded SOFR plus the Applicable SOFR Margin (such loan, a "Daily Compounded SOFR Loan"). As of September 30, 2024, the Fund’s outstanding borrowings were entirely Adjusted Term SOFR Loans. The interest period for each Adjusted Term SOFR Loan shall at the option of the Fund be fixed at one, three or six months. Adjusted Term SOFR is a rate per annum equal to Term SOFR for the elected interest period plus a fixed SOFR Adjustment of 0.11448%, 0.26161% or 0.42826% for interest periods of one, three or six months, respectively. Applicable SOFR Margin is the sum of (a) the product of (i) the Subscription Secured Borrowings percentage calculated for such period and (ii) 1.75% and (b) the product of (i) the Portfolio Secured Borrowings percentage for such period and (ii) 2.50%. When the Fund is using 50.00% or more of the maximum amount available under the Loan Agreement, the applicable unused line fee is 0.25% of the unused portion of the loan facility; otherwise, the applicable unused line fee is 0.50% of the unused portion. The Fund pays the unused credit line fee quarterly. 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 September 30, 2024, $176.5 million was outstanding under the facility.

Amounts disbursed under the Fund’s loan commitments were $171.7 million for the nine months ended September 30, 2024. Net loan amounts outstanding after amortization and valuation adjustments decreased by $26.7 million for the same period. Unexpired unfunded commitments totaled $111.3 million as of September 30, 2024.

As of

Cumulative Amount Disbursed

Principal Reductions and Fair Market Adjustments

Balance Outstanding - Fair Value

Unexpired Unfunded Commitments

September 30, 2024

$724.0 million

$293.7 million

$430.3 million

$111.3 million

December 31, 2023

$552.3 million

$148.7 million

$403.6 million

$132.3 million

The unexpired unfunded commitments by portfolio company as of September 30, 2024 and December 31, 2023 are detailed in Note 10 to the financial statements included in this filing.

Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid. It is Management'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 seeks to maintain 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 a 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) (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, 2024, the Fund had a cash balance of $29.7 million and $190.0 million in scheduled loan receivable payments over the next twelve months. Additionally, the Fund has access to uncalled capital of $125.0 million and recallable capital of $33.2 million as a liquidity source and a borrowing base that grows as it funds additional commitments. These amounts are sufficient to meet the current commitment backlog and operational expenses of the Fund over the next year. The Fund regularly evaluates potential future liquidity resources and demands before making 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 September 30, 2024, the Fund’s asset coverage ratio was 262%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Fund’s business activities contain various elements of risk, of which Management considers interest rate and credit risk to be the principal types of risks. 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 manages its market risk by maintaining a portfolio that is diverse by industry, size of investment, stage of development, and borrower. The Fund has limited exposure to public market price fluctuations as the Fund primarily invests in private business enterprises and distributes all equity investments upon receipt to the Company.

The Fund’s investments 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, available liquidity, “burn rate,” revenue income, security interest, secondary markets for collateral, the size of the loan, term of the loan and the ability to exit via initial public offering or merger and acquisition.

The Fund’s exposure to interest rate sensitivity is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Fund 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. As of September 30, 2024, the outstanding debt balance was $176.5 million with a floating interest rate based on a daily 1-month Adjusted Term SOFR rate of 4.8457%, for which the Fund had derivative instruments in place with a ceiling of 5.30% on $100.0 million with an interest rate collar, leaving the Fund with exposure to interest rate changes on the un-hedged portion of the loan.

Because all of the Fund’s loans impose a fixed interest rate upon funding, changes in short-term interest rates will not directly affect interest income associated with the loan portfolio as of September 30, 2024. 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 could also 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 September 30, 2024, 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, cash balances and derivative instruments.


Effect of Interest Rate Change By	Increase (Decrease) Other Income		Gain (Loss) from Interest Rate Collar		(Increase) Decrease Interest Expense		Increase (Decrease) in Total Income
(2.00)%	$	(593,485)	$	(1,000,000)	$	3,530,000	$	1,936,516
(1.00)%	$	(296,742)	$	—	$	1,765,000	$	1,468,258
(0.50)%	$	(148,371)	$	—	$	882,500	$	734,129
0.50%	$	148,371	$	500,000	$	(882,500)	$	(234,129)
1.00%	$	296,742	$	1,000,000	$	(1,765,000)	$	(468,258)
2.00%	$	593,485	$	2,000,000	$	(3,530,000)	$	(936,516)

Additionally, a change in the interest rate may affect the fair value of the derivative instruments and affect net change in unrealized gain or loss from derivative instruments. The amount of any such effect will be contingent upon market expectations for future interest rate changes. Any increases in expected future rates will increase the fair value of the derivative instruments while any rate decreases will decrease the fair value.

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.

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, 2024 that have materially affected, or are 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

There have been no material changes to the risk factors reported in the Fund's 2023 Annual Report on Form 10-K.

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

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the fiscal quarter ended September 30, 2024, no director or officer of the Fund adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

Item 6. Exhibits


Exhibit Number			Description
3.1			Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on October 19, 2020, incorporated by reference to Exhibit 3.1 of the Fund’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on May 10, 2021.
3.2			Amended & Restated Bylaws of the Fund, incorporated by reference to Exhibit 3.1 of the Fund’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2023.
4.1			Stock Purchase Agreement, dated October 15, 2020, between the Fund and the Company, incorporated by reference to Exhibit 4.1 of the Fund’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on May 10, 2021.
10.1			Investment Management Agreement, dated October 13, 2022, by and between the Fund and Westech Investment Advisors LLC, incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2022.
31.1			Chief 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 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 certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Section 1350 Certification).
32.2			Chief 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/ David R.Wanek	By:	/s/ Jared S. Thear
David R. Wanek		Jared S. Thear
President and Chief Executive Officer		Chief Financial Officer
(Principal Executive Officer)		(Principal Financial Officer)
Date:	November 13, 2024	Date:	November 13, 2024

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WTI Fund X 10-Q2024 Q3 Quarterly report

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