UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

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

 For
the fiscal year ended December 31, 2024

 OR

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

 Commission
File Number 814-00710

 PRINCETON
CAPITAL CORPORATION

 (Exact
name of Registrant as specified in its charter)

 Maryland

 46-3516073

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 800 Turnpike Street
 Suite 300
 North Andover, Massachusetts

 01845

 (Address of principal executive offices)

 (Zip Code)

 Registrant's
telephone number, including area code: (978) 794-3366

registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

 None

 None

registered pursuant to Section 12(g) of the Act:

 Common
Stock, par value $.001 per share

by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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 No

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

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 definitions of "large accelerated filer", "accelerated filer", "smaller
reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one.)

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 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.

by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was approximately $ 800,277
based on the closing price of $0.160 per share on the Over the Counter Pink Market on June 30, 2024, the last business day of the Registrant's
most recently completed second fiscal quarter.

 As
of April 1, 2025, there were 120,486,061 shares of common stock, $0.001 par value, issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Certain
exhibits previously filed with the Securities and Exchange Commission are incorporated by reference into Part IV of this report.

 TABLE
OF CONTENTS

 Page

 Item 1.

 BUSINESS

 Item 1A.

 RISK FACTORS

 Item 1B.

 UNRESOLVED STAFF COMMENTS

 Item 1C.

 CYBERSECURITY

 Item 2.

 PROPERTIES

 Item 3.

 LEGAL
PROCEEDINGS

 Item 4.

 MINE SAFETY DISCLOSURES

 Item 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Item 6.

 [Reserved]

 Item 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Item 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Item 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Item 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Item 9A.

 CONTROLS AND PROCEDURES

 Item 9B.

 OTHER INFORMATION

 Item 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Item 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Item 11.

 EXECUTIVE
COMPENSATION

 Item 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Item 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Item 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Item 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 Item 16.

 FORM 10-K SUMMARY

 SIGNATURES

 - i -

 PART
I

 In
this Annual Report on Form 10-K, except as otherwise indicated, the terms "we," "us," "our," and
the "Company" refer to Princeton Capital Corporation and "House Hanover" refers to our investment adviser House
Hanover, LLC. Some of the statements in this Annual Report on Form 10-K constitute forward-looking statements, which relate to future
events, future performance or financial condition. These forward-looking statements involve risks and uncertainties and actual results
could differ materially from those projected in the forward-looking statements for any reason, including those factors discussed in "Item
1A. Risk Factors" and elsewhere in the report.

 Item
1. BUSINESS

 Overview
and Background

Princeton Capital Corporation's predecessor was initially incorporated in Florida in 1959 as Electro-Mechanical Services, Inc.
In 1998, it changed its name from Electro-Mechanical Services, Inc. to Regal One Corporation ("Regal One"). In 2005, the
then board of directors of Regal One determined it would be in the best interest of shareholders to change the focus of Regal One's
operations to providing financial services through a network of advisors and professionals.

 On
July 14, 2014, Regal One, the Company (then a wholly-owned subsidiary of Regal One), Capital Point Partners, LP, a Delaware limited partnership
("CPP"), and Capital Point Partners II, LP, a Delaware limited partnership ("CPPII" and, together with CPP, the
"Partnerships"), entered into an Asset Purchase Agreement (the "Purchase Agreement") pursuant to which we would
acquire certain equity and debt investments of the Partnerships in exchange for shares of common stock. In addition to the customary
conditions to closing the transactions contemplated by the Purchase Agreement, Regal One was required to (i) effect a reverse stock split
of its then outstanding common stock at a ratio of 1-for-2, (ii) reincorporate from Florida to Maryland by merging with and into the
Company with the Company continuing as the surviving corporation (the "Reincorporation") and (iii) become an externally managed
business development company ("BDC") by entering into an external investment advisory agreement with Princeton Investment
Advisors, LLC, a Delaware limited liability company.

 On
March 13, 2015, following the reverse stock split and the Reincorporation, we completed our acquisition in the approximate amounts of
$11.2 million in cash, $43.5 million in equity & debt investments, and $1.9 million in restricted cash escrow deposits of the Partnerships
with an aggregate value of approximately $56.6 million and issued approximately 115.5 million shares of our common stock to the Partnerships.
The shares issued were based on a pre-valuation presumed fair value of $60.9 million.

 On
December 27, 2017, following the resignation of our former President, Chief Executive Officer, and director of the Company, the Board
of Directors of the Company (the "Board") approved (specifically in accordance with Rule 15a-4(b)(1)(ii) of the Investment
Company Act of 1940 (the "Investment Company Act" or "1940 Act")) and authorized the Company to enter into an
Interim Investment Advisory Agreement between the Company and House Hanover, LLC, a Delaware limited liability company ("House
Hanover") (the "Interim Investment Advisory Agreement"), in accordance with Rule 15a-4 of the Investment Company Act.
The effective date of the Interim Investment Advisory Agreement was January 1, 2018.

 On
April 5, 2018, the Board, including a majority of the independent directors, conditionally approved the Investment Advisory Agreement
between the Company and House Hanover (the "House Hanover Investment Advisory Agreement") subject to the approval of the
Company's stockholders at the 2018 Annual Meeting of Stockholders. The House Hanover Investment Advisory Agreement replaced the
Interim Investment Advisory Agreement. On May 30, 2018, the Company's stockholders approved the House Hanover Investment Advisory
Agreement. The effective date of the House Hanover Investment Advisory Agreement was May 31, 2018. The House Hanover Investment Advisory
Agreement was last annually renewed by the Board and by a majority of the members of the Board who are not parties to the House Hanover
Investment Adivsory Agreement or "interested persons" (as such term is defined in the 1940 Act) of any such party, in accordance
with the requirements of the 1940 Act and the House Hanover Investment Advisory Agreement on May 9, 2024.

 - 1 -

 Since
January 1, 2018, House Hanover has acted as our investment advisor under the Interim Investment Advisory Agreement (from January 1, 2018
until May 31, 2018) and the House Hanover Investment Advisory Agreement (since May 31, 2018).

 The
full text of the House Hanover Investment Advisory Agreement is attached as Exhibit 10.1 to the Form 8-K filed on March 31, 2018 and
incorporated by reference therein. A summary of the House Hanover Investment Advisory Agreement is set forth herein.

 On
November 15, 2019, our Board announced that the Company has initiated a strategic review process to identify, examine, and consider a
range of strategic alternatives available to the Company, including but not limited to, (i) selling the Company's assets to a business
development company or other potential buyer, (ii) merging with another business development company, (iii) liquidating the Company's
assets in accordance with a plan of liquidation, (iv) raising additional funds for the Company, or (v) otherwise entering into another
business combination, with the objective of maximizing stockholder value. As of December 31, 2024 and through the date of filing this
Annual Report, the Company has not entered into any agreements regarding any strategic alternative and the strategic process remains
ongoing.

 The
following discussion describes the Company as of December 31, 2024 as it relates to the financial statements covered by this Annual Report
on Form 10-K and as of the latest practicable date for other information about the Company.

 General

 We
are an externally managed, non-diversified, closed-end investment company that has elected to be treated as a BDC under the 1940 Act.
While we have sought to invest primarily in private small and lower middle-market companies in various industries through first lien
loans, second lien loans, unsecured loans, unitranche and mezzanine debt financing, often times with a corresponding equity investment,
we are now (with a strategic alternatives process underway and limited resources) investing only in current investments and otherwise
conserving cash. Our investment objective is to maximize the total return to our stockholders in the form of current income and capital
appreciation through debt and related equity investments in private small and lower middle-market companies. Since January 1, 2018, we
have been managed by House Hanover, LLC, who also provides some of the administrative services necessary for us to operate.

 As
a BDC, we must not acquire any assets other than "qualifying assets" specified in the 1940 Act unless, at the time the acquisition
is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments
in "eligible portfolio companies." Under the relevant Securities and Exchange Commission ("SEC") rules, the term
"eligible portfolio company" includes all private companies, companies whose securities are not listed on a national securities
exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization
of less than $250 million, in each case organized in the United States.

 Our
investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation by:

 accessing
 the extensive origination channels that have been developed and established by our investment
 advisor that include long-standing relationships with private equity firms, commercial banks,
 investment banks and other financial services firms;

 investing
 in what we believe to be companies with strong business fundamentals, generally within our
 core small and lower middle-market company focus;

 focusing
 on a variety of industry sectors, including business services, energy, general industrial,
 government services, healthcare, software and specialty finance;

 directly
 originating transactions rather than participating in broadly syndicated financings;

 applying
 the disciplined underwriting standards that our investment advisor has developed over their
 extensive investing careers; and

 capitalizing
 upon the experience and resources of our investment advisor to monitor our investments.

 - 2 -

 As
a BDC, we are required to comply with regulatory requirements, including limitations on our use of debt. We are permitted to, and expect
to continue to, finance our investments through borrowings. However, as a BDC, we are only generally allowed to borrow amounts such that
our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowing. The amount of leverage that we employ will
depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant
package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of our securities and the risks
of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from
borrowing to make investments will exceed the cost of such borrowings.

 The
Company will be taxed as a C corporation and subject to federal and state corporation income taxes for its 2024 and 2023 taxable years.

 Our
principal executive office is located at 800 Turnpike Street, Suite 300, North Andover, Massachusetts 01845, and our telephone number
is (978) 794-3366. We maintain a website on the Internet at www.princetoncapitalcorp.com. Information contained on our website is not
incorporated by reference into this annual report on Form 10-K and you should not consider information contained on our website to be
part of this annual report on Form 10-K.

 House
Hanover

 Since
January 1, 2018, House Hanover manages our investment activities and is responsible for analyzing investment opportunities, conducting
research and performing due diligence on potential investments, negotiating and structuring our investments, originating prospective
investments and monitoring our investments and portfolio companies on an ongoing basis. House Hanover is a registered investment adviser
and is wholly owned by Sema4, Inc.

 House
Hanover is headquartered in North Andover, Massachusetts.

 Managerial
Assistance

 As
a BDC, we offer, and must provide upon request, managerial assistance to our portfolio companies. This assistance could involve monitoring
the operations of our portfolio companies, participating in board of directors and management meetings, consulting with and advising
officers of portfolio companies and providing other organizational and financial guidance. House Hanover will provide such managerial
assistance on our behalf to portfolio companies that request this assistance. We may receive fees for these services and will reimburse
House Hanover for its allocated costs in providing such assistance, subject to the review by our board of directors, including our independent
directors.

 Competition

 Our
primary competitors in providing financing to small and lower middle-market companies include public and private funds, other BDC's,
commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private
equity and hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing
resources than we do. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could
allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors
are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or to the distribution and other requirements
we must satisfy to qualify as a regulated investment company or "RIC". The Company did not meet the qualifications of a RIC
for the 2024 tax year and will be taxed as a corporation under Subchapter C of the Internal Revenue Code of 1986 (the "Code").
It may not be in the best interests of the Company's stockholders to elect to be taxed as a RIC at the present time due to the
net operating losses and capital loss carryforwards the Company currently has. Further, we do not expect to meet the qualifications of
a RIC until such time as certain strategic alternatives are achieved. Management will make a determination that is in the best interests
of the Company and its stockholders.

 - 3 -

 Employees

 We
do not have any direct employees, and our day-to-day investment operations are managed by House Hanover. We have a chief executive officer
and president, chief financial officer and chief compliance officer. To the extent necessary, our board of directors may hire additional
personnel going forward. Our officers are employees or consultants of our investment advisor and our allocable portion of the cost of
our chief executive officer and president, chief financial officer and chief compliance officer and their respective staffs is paid by
us pursuant to the House Hanover Investment Advisory Agreement.

 Management
Agreements

 Effective
as of January 1, 2018, House Hanover serves as our investment advisor and is registered as an investment advisor under the 1940 Act.

 Summary
of House Hanover Investment Advisory Agreement

 Advisory
Services

 House
Hanover is registered as an investment adviser under the 1940 Act and serves as the Company's investment advisor pursuant to the
House Hanover Investment Advisory Agreement in accordance with the 1940 Act. House Hanover is owned by and an affiliate of Mr. Mark DiSalvo,
the Company's Interim President, Interim Chief Executive Officer, and a director of the Company.

 Subject
to supervision by the Company's Board, House Hanover oversees the Company's day-to-day operations and provides the Company
with investment advisory services. Under the terms of the House Hanover Investment Advisory Agreement, House Hanover, among other things:
(i) determines the composition and allocation of the portfolio of the Company, the nature and timing of the changes therein and the manner
of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by the Company; (iii) executes,
closes, services and monitors the Company's investments; (iv) determines the securities and other assets that the Company shall
purchase, retain, or sell; (v) performs due diligence on prospective portfolio companies; (vi) provides the Company with such other investment
advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds; and
(vii) if directed by the Board, assists in the execution and closing of the sale of the Company's assets or a sale of the equity
of the Company in one or more transactions. House Hanover's services under the House Hanover Investment Advisory Agreement may
not be exclusive and it is free to furnish similar services to other entities so long as its services to the Company are not impaired. At
the request of the Company, House Hanover, upon any transition of the Company's investment advisory relationship to another investment
advisor or upon any internalization, shall provide reasonable transition assistance to the Company and any successor investment advisor.

 Advisory
Fee

 Pursuant
to the House Hanover Investment Advisory Agreement, the Company pays House Hanover a base management fee for investment advisory and
management services. The cost of the base management fee is ultimately borne by the Company's stockholders. The House Hanover Investment
Advisory Agreement does not contain an incentive fee component.

 The
base management fee is calculated at an annual rate of 1.00% of the Company's gross assets, including assets purchased with borrowed
funds or other forms of leverage and excluding cash and cash equivalents net of all indebtedness of the Company for borrowed money and
other liabilities of the Company. The base management fee is payable quarterly in arrears, and determined as set forth in the preceding
sentence at the end of the two most recently completed calendar quarters. The Board may retroactively adjust the valuation of the Company's
assets and the resulting calculation of the base management fee in the event the Company or any of its assets are sold or transferred
to an independent third party or the Company or House Hanover receives an audit report or other independent third party valuation of
the Company. To the extent that any such adjustment increases or decreases the base management fee of any prior period, the Company will
be obligated to pay the amount of increase to House Hanover or House Hanover will be obligated to refund the decreased amount, as applicable.

 - 4 -

 Payment
of Expenses

 House
Hanover bears all compensation expense (including health insurance, pension benefits, payroll taxes and other compensation related matters)
of its employees and consultants and bears the costs of any salaries or directors' fees of any officers or directors of the Company
who are affiliated persons (as defined in the 1940 Act) of House Hanover. However, House Hanover, subject to approval by the Board of
the Company, is entitled to reimbursement for the portion of any compensation expense and the costs of any salaries of any such employees
to the extent attributable to services performed by such employees for the Company. During the term of the House Hanover Investment Advisory
Agreement, House Hanover will also bear all of its costs and expenses for office space rental, office equipment, utilities and other
non-compensation related overhead allocable to performance of its obligations under the House Hanover Investment Advisory Agreement.

 Except
as provided in the preceding paragraph the Company reimburses House Hanover all direct and indirect costs and expenses incurred by it
during the term of the House Hanover Investment Advisory Agreement for: (i) due diligence of potential investments of the Company, (ii)
monitoring performance of the Company's investments, (iii) serving as officers of the Company, (iv) serving as directors and officers
of portfolio companies of the Company, (v) providing managerial assistance to portfolio companies of the Company, and (vi) enforcing
the Company's rights in respect of its investments and disposing of its investments; provided, however, that, any third party expenses
incurred by House Hanover in excess of $50,000 in the aggregate in any calendar quarter will require advance approval by the Board of
the Company.

 In
addition to the foregoing, the Company will also be responsible for the payment of all of the Company's other expenses, including
the payment of the following fees and expenses:

 organizational
 and offering expenses;

 expenses
 incurred in valuing the Company's assets and computing its net asset value per share (including the cost and expenses of any
 independent valuation firm);

 subject
 to the guidelines approved by the Board, expenses incurred by House Hanover that are payable to third parties, including agents,
 consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company's investments
 and performing due diligence on the Company's prospective portfolio companies or otherwise related to, or associated with,
 evaluating and making investments;

 interest
 payable on debt, if any, incurred to finance the Company's investments and expenses related to unsuccessful portfolio acquisition
 efforts;

 offerings
 of the Company's common stock and other securities;

 administration
 fees;

 transfer
 agent and custody fees and expenses;

 U.S.
 federal and state registration fees of the Company (but not House Hanover);

 all
 costs of registration and listing the Company's shares on any securities exchange;

 U.S.
 federal, state and local taxes;

 independent
 directors' fees and expenses;

 costs
 of preparing and filing reports or other documents required of the Company (but not House Hanover) by the SEC or other regulators;

 costs
 of any reports, proxy statements or other notices to stockholders, including printing costs;

 the
 costs associated with individual or group stockholders;

 the
 Company's allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any
 other insurance premiums;

 direct
 costs and expenses of administration and operation of the Company, including printing, mailing, long distance telephone, copying,
 secretarial and other staff, independent auditors and outside legal costs; and

 all
 other non-investment advisory expenses incurred by the Company in connection with administering the Company's business.

 - 5 -

 Duration
and Termination

 Unless
terminated earlier as described below, the House Hanover Investment Advisory Agreement will continue in effect for a period of one (1)
year from its effective date. It will remain in effect from year to year thereafter if approved annually by the Company's Board
or by the affirmative vote of the holders of a majority of the Company's outstanding voting securities, and, in either case, if
also approved by a majority of Company's directors who are neither parties to the House Hanover Investment Advisory Agreement nor
"interested persons" (as defined under the 1940 Act) of any such party. The House Hanover Investment Advisory Agreement was
last annually renewed by the Board and by a majority of the members of the Board who are not parties to the House Hanover Investment
Adivsory Agreement or "interested persons" (as such term is defined in the 1940 Act) of any such party on May 9, 2024.

 The
House Hanover Investment Advisory Agreement may be terminated at any time, without the payment of any penalty, (i) upon written notice,
effective on the date set forth in such notice, by the vote of a majority of the outstanding voting securities of the Company or by the
vote of the Company's directors, or (ii) upon 60 days' written notice, by House Hanover. The House Hanover Investment Advisory
Agreement automatically terminates in the event of its "assignment," as defined in the 1940 Act.

 Indemnification

 The
House Hanover Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of
their duties, or by reason of the material breach or reckless disregard of their duties and obligations under the House Hanover Investment
Advisory Agreement, House Hanover and its officers, managers, employees and members are entitled to indemnification from the Company
for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement)
arising from the rendering of House Hanover's services under the House Hanover Investment Advisory Agreement or otherwise as the
Company's investment advisor. The amounts payable for indemnification will be calculated net of payments recovered by the indemnified
party under any insurance policy with respect to such losses.

 At
all times during the term of the House Hanover Investment Advisory Agreement and for one year thereafter, House Hanover is obligated
to maintain directors and officers/errors and omission liability insurance in an amount and with a provider reasonably acceptable to
the Board of the Company.

 Regulation
as a BDC

 We
have elected to be regulated as a BDC under the 1940 Act. On an annual basis and in general, BDCs intend to elect to be treated for tax
purposes as a regulated investment company ("RIC") under Subchapter M of the Code. However, we did not meet the qualifications
of a RIC for the 2024 tax year and will be taxed as a corporation under Subchapter C of the Code. Further, we do not expect to meet the
qualifications of a RIC until such time as certain strategic alternatives are achieved. The 1940 Act contains prohibitions and restrictions
relating to transactions between BDC's and their affiliates (including any investment advisors), principal underwriters and affiliates
of those affiliates or underwriters and requires that a majority of the directors be persons other than "interested persons,"
as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to
cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities.

 We
may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to
such securities, we may, for the purpose of public resale, be deemed an "underwriter" as that term is defined in the Securities
Act. Our intention is to not write (sell) or buy put or call options to manage risks associated with the publicly traded securities of
our portfolio companies, except that we may enter into hedging transactions to manage the risks associated with interest rate fluctuations.
However, we may purchase or otherwise receive warrants to purchase the common stock of our portfolio companies in connection with acquisition
financing or other investments. Similarly, in connection with an acquisition, we may acquire rights to require the issuers of acquired
securities or their affiliates to repurchase them under certain circumstances. We also do not intend to acquire securities issued by
any investment company that exceed the limits imposed by the 1940 Act. Under these limits, we generally cannot acquire more than 3% of
the voting stock of any registered investment company, invest more than 5% of the value of our total assets in the securities of one
investment company or invest more than 10% of the value of our total assets in the securities of more than one investment company. With
regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such investments
might subject our stockholders to additional expenses. None of these policies is fundamental and may be changed without stockholder approval
upon 60 days' prior written notice to stockholders.

 - 6 -

 Qualifying
Assets

 Under
the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred
to as "qualifying assets," unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's
total assets. The principal categories of qualifying assets relevant to our business are the following:

 (1)
purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited
exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person
of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. Under the 1940 Act
and the rules thereunder, "eligible portfolio companies" include (1) private domestic operating companies, (2) public domestic
operating companies whose securities are not listed on a national securities exchange ( e.g., the New York Stock Exchange) or registered
under the Exchange Act, and (3) public domestic operating companies having a market capitalization of less than $250 million. Public
domestic operating companies whose securities are quoted on the over-the-counter bulletin board (OTCBB) or through OTC Markets Group
(including the Pink Market) are not listed on a national securities exchange and therefore are eligible portfolio companies.

 (2)
of any eligible portfolio company which we control.

 (3)
purchased in a private transaction from a U.S. issuer that is not an investment company or from a person who is or has been, within the
past 13 months, an affiliated person of the issuer, or in transactions incident to such a private transaction, if the issuer is in bankruptcy
and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations
as they came due without material assistance other than conventional lending or financing arrangements.

 (4)
of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and
we already own 60% of the outstanding equity of the eligible portfolio company.

 (5)
received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or
rights relating to such securities.

 (6)
 Cash,
cash equivalents, U.S. government securities or high-quality debt securities that mature in one year or less from the date of investment.

 The
regulations defining qualifying assets may change over time. We may adjust our investment focus as needed to comply with and/or take
advantage of any regulatory, legislative, administrative or judicial actions in this area.

 Managerial
Assistance to Portfolio Companies

 In
order to count portfolio securities as qualifying assets for the purpose of the 70% test, a BDC must either control the issuer of the
securities or must offer to make available to the issuer of the securities significant managerial assistance. However, when the BDC purchases
securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such
managerial assistance. Making available managerial assistance means any arrangement whereby the BDC, through its directors, officers,
employees or agents, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management,
operations or business objectives and policies of a portfolio company. House Hanover will provide such managerial assistance on our behalf
to portfolio companies that request this assistance.

 Temporary

 Pending
investment in other types of qualifying assets, as described above, our investments may consist of cash, cash equivalents, U.S. government
securities, repurchase agreements and high-quality debt investments that mature in one year or less from the date of investment, which
we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets or temporary investments. We may
invest in U.S. Treasury bills or in repurchase agreements, so long as the agreements are fully collateralized by cash or securities issued
by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security
and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase
price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that
may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a
single counterparty, we would not meet the Diversification Tests in order to qualify as a RIC for U.S. federal income tax purposes. Accordingly,
we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit.

 - 7 -

 Senior

 We
are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock
if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while
any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase
of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may
also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. A
loan will be considered temporary if it is repaid within sixty days and is not extended or renewed.

 Common
Stock

 We
are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common
stock at a price below the current net asset value of the common stock if our board of directors determines that such sale is in our
best interests and that of our stockholders, and our stockholders approve such sale. In any such case, the price at which our securities
are to be issued and sold may not be less than a price which, in the determination of our board of directors, closely approximates the
market value of such securities (less any distributing commission or discount).

 Other

 We
are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement.
Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising
from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's
office.

 House
Hanover and the Company will each be required to adopt and implement written policies and procedures reasonably designed to prevent violation
of relevant federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their
implementation, and designate a chief compliance officer to be responsible for administering the policies and procedures.

 We
may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior
approval of our board of directors who are not interested persons and, in some cases, prior approval by the SEC. The SEC has interpreted
the BDC prohibition on transactions with affiliates to prohibit all "joint transactions" between, among other things, entities
that share a common investment advisor. The staff of the SEC has granted no-action relief permitting purchases of a single class of privately
placed securities provided that the advisor negotiates no term other than price and certain other conditions are met.

 Sarbanes-Oxley
Act of 2002

 The
Sarbanes-Oxley Act imposes a wide variety of regulatory requirements on publicly held companies and their insiders. Many of these requirements
affect us. For example:

 pursuant
to Rule 13a-14 under the Exchange Act, our principal executive officer and principal financial officer must certify the accuracy of the
financial statements contained in our periodic reports;

 pursuant
 to Item 307 under Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls
 and procedures;

 pursuant
 to Rule 13a-15 under the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control
 over financial reporting; and

 pursuant
 to Item 308 of Regulation S-K and Rule 13a-15 under the Exchange Act, our periodic reports must disclose whether there were significant
 changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent
 to the date of their evaluation, including any remedial actions with regard to significant deficiencies and material weaknesses.

 The
Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act
and the regulations promulgated under such act. We will continue to monitor our compliance with all regulations that are adopted under
the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance with that act.

 - 8 -

 Item
1A. RISK FACTORS

 Investing
in our securities involves a number of significant risks. Before you invest in our securities, you should be aware of various risks,
including those described below. You should carefully consider these risk factors, together with all of the other information included
in this annual report on Form 10-K, before you decide whether to make an investment in our securities. The risks set out below are the
principal risks with respect to an investment in our securities generally and with respect to a BDC with investment objectives, investment
policies, capital structures or trading markets similar to ours. However, they may not be the only risks we face. Additional risks and
uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any
of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely
affected. In such case, our net asset value and the trading price of our securities could decline, and you may lose all or part of your
investment.

 Risks
Relating to our Business and Structure

 There
are significant potential conflicts of interest that could negatively affect our investment returns.

 The
investment professionals of House Hanover serve, or may serve, as officers, directors, members, or principals of entities that operate
in the same or a related line of business as we do, or of investment funds, accounts, or investment vehicles managed by House Hanover.
Similarly, House Hanover may have other clients with similar, different or competing investment objectives. In serving in these multiple
capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best
interests of us or our stockholders.

 The
management fee structure we have with House Hanover may create incentives that are not fully aligned with the interests of our stockholders.

 In
the course of our investing activities, we will pay management fees to House Hanover. We have entered into an investment advisory agreement
with House Hanover that provides that these fees will be based on the value of our net assets. As a result, investors in our common stock
will invest on a gross basis and receive distributions on a net basis after expenses, resulting in a lower rate of return than one might
achieve through direct investments.

 Our
board of directors is charged with protecting our interests by monitoring how House Hanover addresses these and other conflicts of interests
associated with its management services and compensation. While our board of directors is not expected to review or approve each investment
decision, borrowing or incurrence of leverage, our independent directors will periodically review House Hanover's services and
fees as well as its portfolio management decisions and performance of our portfolio. In connection with these reviews, our independent
directors will consider whether our fees and expenses (including those related to leverage) remain appropriate. As a result of this arrangement,
House Hanover may from time to time have interests that differ from those of our stockholders, giving rise to a conflict.

 The
involvement of our interested directors in the valuation process may create conflicts of interest.

 We
expect to make many of our portfolio investments in the form of loans and securities that are not publicly traded and for which no market
based price quotation is available. As a result, our board of directors will determine the fair value of these loans and securities in
good faith as described below in "— Our portfolio investments will be recorded at fair value as determined in good faith
by our board of directors and, as a result, there may be uncertainty as to the value of our portfolio investments." In connection
with that determination, investment professionals from House Hanover may provide our board of directors with valuations based upon the
most recent portfolio company financial statements available and projected financial results of each portfolio company. While the valuation
for most portfolio investments will be prepared quarterly by an independent valuation firm with the assistance of the Company's
Valuation Committee, the ultimate determination of fair value will be made by our board of directors, including our interested directors,
and not by such third-party valuation firm. In addition, Mr. Mark DiSalvo, an interested member of our board of directors, has a direct
pecuniary interest in House Hanover. The participation of House Hanover's investment professionals in our valuation process, and
the pecuniary interest in House Hanover by a member of our board of directors, could result in a conflict of interest as House Hanover's
management fee is based, in part, on the value of our gross assets.

 - 9 -

 The
time and resources that House Hanover devote to us may be diverted, and we may face additional competition due to the fact that House
Hanover and its affiliates are not prohibited from raising money for, or managing, another entity that makes the same types of investments
that we target.

 House
Hanover and some of its affiliates, including our officers and our non-independent directors, are not prohibited from raising money for,
or managing, another investment entity that makes the same types of investments as those we target. For example, House Hanover could
seek to raise capital for a private credit fund that will have an investment strategy that is identical to our investment strategy. House
Hanover and we may seek exemptive relief from the SEC that would establish a co-investment program with investment funds, accounts and
investment vehicles managed by House Hanover; however, there can be no assurance if and when the SEC would grant such relief. In addition,
we may compete with any such investment entity for the same investors and investment opportunities.

 House
Hanover's liability is limited under the House Hanover Investment Advisory Agreement and we have agreed to indemnify House Hanover
against certain liabilities, which may lead House Hanover to act in a riskier manner on our behalf than it would when acting for its
own account.

 Under
the House Hanover Investment Advisory Agreement, House Hanover has not assumed any responsibility to us other than to render the services
called for under that agreement. It will not be responsible for any action of our board of directors by following or declining to follow
House Hanover's advice or recommendations. Under the House Hanover Investment Advisory Agreement, House Hanover, its officers,
members and personnel, and any person controlling or controlled by House Hanover will not be liable to us, any subsidiary of ours, our
directors, our stockholders or any subsidiary's stockholders or partners for acts or omissions performed in accordance with and
pursuant to the House Hanover Investment Advisory Agreement, except those resulting from acts constituting gross negligence, willful
misfeasance, bad faith or reckless disregard of the duties that House Hanover owes to us under the House Hanover Investment Advisory
Agreement. In addition, as part of the House Hanover Investment Advisory Agreement, we have agreed to indemnify House Hanover and each
of its officers, directors, members, managers and employees from and against any claims or liabilities, including reasonable legal fees
and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted
on our behalf pursuant to authority granted by the House Hanover Investment Advisory Agreement, except where attributable to gross negligence,
willful misfeasance, bad faith or reckless disregard of such person's duties under the House Hanover Investment Advisory Agreement.
These protections may lead House Hanover to act in a riskier manner when acting on our behalf than it would when acting for its own account.

 Our
ability to enter into transactions with our affiliates will be restricted, which may limit the scope of investments available to us.

 We
are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our independent
directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities
will be our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any security from or to such
affiliate without the prior approval of our independent directors. The 1940 Act also prohibits certain "joint" transactions
with certain of our affiliates, which could include concurrent investments in the same portfolio company, without prior approval of our
independent directors and, in some cases, of the SEC. We are prohibited from buying or selling any security from or to any person that
controls us or who owns more than 25% of our voting securities or certain of that person's affiliates, or entering into prohibited
joint transactions with such persons, absent the prior approval of the SEC. As a result of these restrictions, we may be prohibited from
buying or selling any security (other than any security of which we are the issuer) from or to any portfolio company of a private fund
managed by House Hanover or its affiliates without the prior approval of the SEC, which may limit the scope of investment opportunities
that would otherwise be available to us.

 - 10 -

 We
may, however, invest alongside House Hanover's investment funds, accounts and investment vehicles in certain circumstances where
doing so is consistent with our investment strategy as well as applicable law and SEC staff interpretations. For example, we may invest
alongside such investment funds, accounts and investment vehicles consistent with guidance promulgated by the SEC staff to purchase interests
in a single class of privately placed securities so long as certain conditions are met, including that House Hanover, acting on our behalf
and on behalf of such investment funds, accounts and investment vehicles, negotiates no term other than price. We may also invest alongside
House Hanover's investment funds, accounts and investment vehicles as otherwise permissible under regulatory guidance, applicable
regulations and House Hanover's allocation policy. This allocation policy provides that allocations among us and investment funds,
accounts and investment vehicles managed by House Hanover and its affiliates will generally be made pro rata based on capital available
for investment, as determined, in our case, by our board of directors as well as the terms of our governing documents and those of such
investment funds, accounts and investment vehicles. It is our policy to base our determinations on such factors as the amount of cash
on-hand, existing commitments and reserves, if any, our targeted leverage level, our targeted asset mix and diversification requirements
and other investment policies and restrictions set by our board of directors or imposed by applicable laws, rules, regulations or interpretations.
We expect that these determinations will be made similarly for investment funds, accounts and investment vehicles managed by House Hanover.
However, we can offer no assurance that investment opportunities will be allocated to us fairly or equitably in the short-term or over
time.

 In
situations where co-investment with investment funds, accounts and investment vehicles managed by House Hanover, prior to receiving exemptive
relief, is not permitted or appropriate, such as when there is an opportunity to invest concurrently in different securities of the same
issuer or where the different investments could be expected to result in a conflict between our interests and those of House Hanover's
clients, subject to the limitations described in the preceding paragraph, House Hanover will need to decide which client will proceed
with the investment. House Hanover will make these determinations based on its policies and procedures, which generally require that
such opportunities be offered to eligible accounts on an alternating basis that will be fair and equitable over time. Moreover, except
in certain circumstances, we will be unable to invest in any issuer in which an investment fund, account or investment vehicle managed
by House Hanover has previously invested.

 We
and House Hanover may seek exemptive relief from the SEC to permit greater flexibility to negotiate the terms of co-investments if our
board of directors determines that it would be advantageous for us to co-invest with investment funds, accounts and investment vehicles
managed by House Hanover in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well
as regulatory requirements and other pertinent factors. We believe that co-investment by us and investment funds, accounts and investment
vehicles managed by House Hanover may afford us additional investment opportunities and an ability to achieve greater diversification.
Accordingly, if we make an application for exemptive relief, we will seek an exemptive order permitting us to invest with investment
funds, accounts and investment vehicles managed by House Hanover in the same portfolio companies under circumstances in which such investments
would otherwise not be permitted by the 1940 Act. We expect that such exemptive relief permitting co-investments, if granted, would not
require review and approval of each co-investment by our independent directors. There can be no assurance if and when the SEC would grant
such relief.

 You
may not receive distributions, or our distributions may not grow over time.

 We
cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year
increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk
factors described in this filing. Due to the asset coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our
ability to make distributions. All distributions will be made at the discretion of our board of directors and will depend on our earnings,
financial condition, maintenance of RIC status, compliance with applicable BDC requirements, and such other factors as our board of directors
may deem relative from time to time. We cannot assure you that we will make distributions to our stockholders in the future.

 - 11 -

 We
may have difficulty paying required distributions to qualify as a RIC if we recognize income before, or without, receiving cash representing
such income.

 For
U.S. federal income tax purposes, we will include in income certain amounts that we have not yet received in cash, such as the accrual
of original issue discount. This may arise if we receive warrants in connection with the making of a loan and in other circumstances,
or through contracted PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term.
Such original issue discount, which could be significant relative to our overall investment activities, and increases in loan balances
as a result of contracted PIK arrangements will be included in income before we receive any corresponding cash payments. We also may
be required to include in income certain other amounts that we will not receive in cash.

 Since
we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to
distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any,
to achieve qualification as a RIC. In such a case, we may have to sell some of our investments at times we would not consider advantageous,
raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not
able to obtain such cash from other sources, we may continue to fail to qualify as a RIC and thus be subject to corporate-level income
tax.

 PIK
interest payments we receive will increase our assets under management and, as a result, will increase the amount of base management
fees payable by us to House Hanover.

 Certain
of our debt investments may contain provisions providing for the payment of PIK interest. Because PIK interest results in an increase
in the size of the loan balance of the underlying loan, the receipt by us of PIK interest will have the effect of increasing our assets
under management. As a result, because the base management fee that we pay to House Hanover is based on the value of our gross assets,
the receipt by us of PIK interest will result in an increase in the amount of the base management fee payable by us.

 Our
portfolio investments will be recorded at fair value as determined in good faith by our board of directors and, as a result, there may
be uncertainty as to the value of our portfolio investments.

 As
a BDC, we generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Under procedures
established by our board of directors, we value investments for which market quotations are readily available at such market quotations.
We obtain these market values from an independent pricing service or at the mean between the bid and ask prices obtained from at least
two brokers or dealers (if available, otherwise by a principal market maker or a primary market dealer). Debt and equity securities that
are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by our
board of directors. Such determination of fair values may involve subjective judgments and estimates, although we engage independent
valuation providers to review the valuation of each portfolio investment that does not have a readily available market quotation quarterly.
Investments purchased within 60 days of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximate
fair value. With respect to unquoted securities, our board of directors values each investment considering, among other measures, discounted
cash flow models, comparisons of financial ratios of peer companies that are public and other factors, which are provided by a nationally
recognized independent valuation firm. The Company has engaged a third-party valuation firm to perform its independent valuations of
the Company's Level 3 investments. This valuation firm provides a range of values for selected investments, which is presented
to the Valuation Committee to determine the value for each of the selected investments.

 When
an external event such as a purchase transaction, public offering or subsequent equity sale occurs, our board of directors uses the pricing
indicated by the external event to corroborate and/or assist us in our valuation. Because there is not a readily available market for
substantially all of the investments in our portfolio, we value our portfolio investments at fair value as determined in good faith by
our board of directors using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty
of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may
differ significantly from the values that would have been used had a readily available market value existed for such investments, and
the differences could be material.

 - 12 -

 With
respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation
process each quarter, as described below:

 Our
quarterly valuation process begins with each portfolio company or investment being initially valued by an independent valuation firm,
except for those investments where market quotations are readily available;

 Preliminary
valuation conclusions are then documented and discussed with our senior management, our investment advisor, and our auditors;

 The
valuation committee of our board of directors then reviews these preliminary valuations and approves them for recommendation to the board
of directors;

 The
board of directors then discusses valuations and determines the fair value of each investment in our portfolio in good faith, based on
the input of our investment advisor, the independent valuation firm and the valuation committee.

 Our
common stock is traded on the Over the Counter Pink Market, which may make it more difficult for investors to resell their shares due
to suitability requirements.

 Our
common stock is currently traded on the OTC Market under the symbol "PIAC" where we expect it to remain in the foreseeable
future. We do not believe that we will become eligible for the OTCQB Market in the foreseeable future because of our inability to meet
the required public float restrictions of the OTCQB Market. Broker-dealers often decline to trade in OTC Pink stocks given the markets
for such securities are often limited, the stocks are more volatile, and the risk to investors is greater. These factors may reduce the
potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in
our common stock to sell shares to third parties or to otherwise dispose of their shares. This could cause our stock price to decline.

 Our
board of directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval.

 Our
board of directors has the authority, except as otherwise provided in the 1940 Act, to modify or waive certain of our operating policies
and strategies without prior notice and without stockholder approval. However, absent stockholder approval, we may not change the nature
of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating
policies and strategies would have on our business, operating results and the market price of our common stock. Nevertheless, any such
changes could adversely affect our business and impair our ability to make distributions to our stockholders.

 Provisions
of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the
price of our common stock.

 The
Maryland General Corporation Law and our charter and bylaws contain provisions that may discourage, delay or make more difficult a change
in control of the Company or the removal of our directors. We are subject to the Maryland Business Combination Act, subject to any applicable
requirements of the 1940 Act. Our board of directors has adopted a resolution exempting from the Business Combination Act any business
combination between us and any other person, subject to prior approval of such business combination by our board of directors, including
approval by a majority of our independent directors. If the resolution exempting business combinations is repealed or our board of directors
does not approve a business combination, the Business Combination Act may discourage third parties from trying to acquire control of
us and increase the difficulty of consummating such an offer. Our bylaws exempt from the Maryland Control Share Acquisition Act acquisitions
of our stock by any person. If we amend our bylaws to repeal the exemption from the Control Share Acquisition Act, the Control Share
Acquisition Act also may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating
such a transaction.

 We
have also adopted measures that may make it difficult for a third party to obtain control of us, including authorizing our board of directors
to classify or reclassify shares of our stock in one or more classes or series, to cause the issuance of additional shares of our stock
and to amend our charter without stockholder approval to increase or decrease the number of shares of stock that we have authority to
issue. These provisions, as well as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change
in control that might otherwise be in the best interests of our stockholders.

 - 13 -

 The
foregoing provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons
seeking to acquire control of us to negotiate first with our board of directors. However, these provisions may deprive a stockholder
of the opportunity to sell such stockholder's shares of a premium to a potential acquirer. We believe that the benefits of these
provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other things, the negotiation
of such proposals may improve their terms. Our board of directors has considered both the positive and negative effects of the foregoing
provisions and determined that they are in the best interests of our stockholders.

 House
Hanover can resign as our investment advisor and administrator upon 60 days' notice and we may not be able to find suitable replacements
within that time, or at all, resulting in a disruption in our operations that could adversely affect our financial condition, business
and results of operations.

 House
Hanover has the right under the House Hanover Investment Advisory Agreement to resign as our investment adviser and administrator at
any time upon 60 days' written notice, whether we have found a replacement or not. If House Hanover was to resign, we may not be
able to find a new investment adviser or administrator or hire internal management with similar expertise and ability to provide the
same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely
to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions to
our stockholders are likely to be adversely affected and the market price of our shares may decline. In addition, the coordination of
our internal management and investment or administrative activities, as applicable, is likely to suffer if we are unable to identify
and reach an agreement with a single institution or group of executives having the expertise possessed by House Hanover. Even if we are
able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity
with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition,
results of operations and cash flows.

 Cybersecurity
risks and cyber incidents may adversely affect our business or those of our portfolio companies by causing a disruption to our operations,
a compromise or corruption of confidential information and/or damage to business relationships, or those of our portfolio companies,
all of which could negatively impact our business, results of operations or financial condition.

 A
cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information
resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to, use,
alteration or destruction of our information systems for purposes of misappropriating assets, obtaining ransom payments, stealing confidential
information, corrupting data or causing operational disruption, or may involve phishing. The result of these incidents may include disrupted
operations, misstated or unreliable financial data, liability for stolen information, misappropriation of assets, increased cybersecurity
protection and insurance costs, litigation and damage to our business relationships. This could result in significant losses, reputational
damage, litigation, regulatory fines or penalties, or otherwise adversely affect our business, financial condition or results of operations.
In addition, we may be required to expend significant additional resources to modify our protective measures and to investigate and remediate
vulnerabilities or other exposures arising from operational and security risks. The costs related to cybersecurity incidents may not
be fully insured or indemnified. As our and our portfolio companies' reliance on technology has increased, so have the risks posed
to our information systems, both internal and those provided by our Investment Adviser and third-party service providers, and the information
systems of our portfolio companies. We, our Investment Adviser and its affiliates have implemented processes, procedures and internal
controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature
and extent of a risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial
results, operations or confidential information will not be negatively impacted by such an incident.

 Third
parties with which we do business (including, but not limited to, service providers, such as accountants, attorneys, custodians, transfer
agents and administrators, and the issuers of securities in which we invest) may also be sources or targets of cybersecurity or other
technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information and
assets, as well as certain investor, counterparty and borrower information. While we engage in actions to reduce our exposure resulting
from outsourcing, we cannot control the cybersecurity plans and systems put in place by these third parties and ongoing threats may result
in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences,
including those described above. Privacy and information security laws and regulation changes, and compliance with those changes, may
also result in cost increases due to system changes and the development of new administrative processes.

 - 14 -

 Risks
Relating to our Investments

 We
may hold the loans and debt securities of leveraged companies that may, due to the significant operating volatility typical of such companies,
enter into bankruptcy proceedings.

 Leveraged
companies may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks.
Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the
creditors. A bankruptcy filing by a portfolio company may adversely and permanently affect that company. If the proceeding is converted
to a liquidation, the value of the portfolio company may not equal the liquidation value that was believed to exist at the time of the
investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor's return on investment can be
adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs in
connection with a bankruptcy proceeding are frequently high and would be paid out of the debtor's estate prior to any return to
creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class
of securities or other obligations we own may be lost by increases in the number and amount of claims in the same class or by different
classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even
to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for
taxes) may be substantial.

 Our
investments in private and small and lower middle-market portfolio companies are risky, and we could lose all or part of our investment.

in private and small and lower middle-market companies involve a number of significant risks. Generally, little public information exists
about these companies, and we will rely on the ability of House Hanover's investment professionals to obtain adequate information
to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these
companies, we may not make a fully informed investment decision, and we may lose money on our investments. Small and lower middle-market
companies may have limited financial resources and may be unable to meet their obligations under their loans and debt securities that
we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing
any guarantees we may have obtained in connection with our investment. In addition, such companies typically have shorter operating histories,
narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors'
actions and adverse market conditions, as well as general economic downturns. Additionally, middle-market companies are more likely to
depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination
of one or more of these persons could have a material adverse impact on one or more of the portfolio companies we invest in and, in turn,
on us. Small and lower middle-market companies also may be parties to litigation and may be engaged in rapidly changing businesses with
products subject to a substantial risk of obsolescence. In addition, our executive officers, directors and investment advisor may, in
the ordinary course of business, be named as defendants in litigation arising from our investments in portfolio companies.

 The
lack of liquidity in our investments may adversely affect our business.

 All
of our assets may be invested in illiquid loans and securities, and a substantial portion of our investments in leveraged companies will
be subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The
illiquidity of these investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required
to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously
recorded our investments. Also, as noted above, we may be limited or prohibited in our ability to sell or otherwise exit certain positions
in our initial portfolio as such a transaction could be considered a joint transaction prohibited by the 1940 Act.

 We
are a non-diversified investment company as defined under the 1940 Act, and therefore we are not limited with respect to the proportion
of our assets that may be invested in securities of a single issuer.

 We
are classified as a non-diversified investment company as defined under the 1940 Act, which means that we are not limited by the 1940
Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Beyond the asset diversification
requirements associated with our qualification as a RIC under the Code, we do not have fixed guidelines for diversification. To the extent
that we assume large positions in the securities of a small number of issuers or our investments are concentrated in relatively few industries,
our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial
condition or the market's assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence
than a diversified investment company.

 Our
failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

 Following
an initial investment in a portfolio company, we may make additional investments in that portfolio company as "follow-on"
investments, in seeking to increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portolio
company, exercise warrants, options or convertible securities that were acquired in the original or subsequent financing, or preserve
or enhance the value of our investment.

 - 15 -

 We
have discretion to make follow-on investments, subject to the availability of capital resources. Failure on our part to make follow-on
investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may
result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to
make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of
risk, because we prefer other opportunities or because we are inhibited by compliance with BDC requirements of the 1940 Act or the desire
to maintain our qualification as a RIC. Our ability to make follow-on investments may also be limited by House Hanover's allocation
policy.

 When
we do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies
or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.

 If
we do not hold controlling equity positions in the portfolio companies included in our portfolio, we will be subject to the risk that
a portfolio company may make business decisions with which we disagree, and that the management and/or stockholders of a portfolio company
may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity of the debt and equity investments
that we expect to hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the
actions of a portfolio company and may therefore suffer a decrease in the value of our investments.

 Our
portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

 We
intend to invest a portion of our capital in second lien and subordinated loans issued by our portfolio companies. The portfolio companies
usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the loans in which we invest. By their
terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates
on which we are entitled to receive payments in respect of the loans in which we invest. Also, in the event of insolvency, liquidation,
dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that
portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment.
After repaying senior creditors, a portfolio company may not have any remaining assets to use for repaying its obligation to us. In the
case of debt ranking equally with loans in which we invest, we would have to share any distributions on an equal and ratable basis with
other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant
portfolio company.

 Additionally,
certain loans that we may make to portfolio companies may be secured on a second priority basis by the same collateral securing senior
secured debt of such companies. The first priority liens on the collateral will secure the portfolio company's obligations under
any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under
the agreements governing the loans. The holders of obligations secured by first priority liens on the collateral will generally control
the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before
us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability
of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient
to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority
liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the
second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured
claim against the portfolio company's remaining assets, if any.

 If
we make subordinated investments, the obligors or the portfolio companies may not generate sufficient cash flow to service their debt
obligations to us.

 We
may make subordinated investments that rank below other obligations of the obligor in right of payment. Subordinated investments are
subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or
economic conditions in general. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged,
and its relatively high debt-to-equity ratio may create increased risks that its operations might not generate sufficient cash flow to
service all of its debt obligations.

 - 16 -

 Risks
Relating to our Common Stock

 Our
share ownership is concentrated.

 As
of April 1, 2025 the Partnerships beneficially own approximately 95% of our outstanding common stock. As a result, the Partnerships
will exert significant influence over all matters requiring stockholder approval, including the election and removal of directors, any
merger, consolidation or sale of all or substantially all of the assets, as well as any charter amendment and other matters requiring
stockholder approval. This concentration of ownership may delay or prevent a change in control and may have a negative impact on the
market price of our common stock by discouraging third party investors. In addition, the interests of the Partnerships may not always
coincide with the interests of our other stockholders.

 The
Company's common stock may be subject to the penny stock rules which might make it harder for stockholders to sell.

 As
a result of our stock price, our shares are subject to the penny stock rules. Because a "penny stock" is, generally speaking,
one selling for less than $5.00 per share, the Company's common stock may be subject to the foregoing rules. The application of
the penny stock rules may affect stockholders' ability to sell their shares because some broker-dealers may not be willing to make
a market in the Company's common stock because of the burdens imposed upon them by the penny stock rules which include but are
not limited to:

 Section
15(g) of the Securities Exchange Act of 1934 and SEC Rules 15g-1 through 15g-6, which impose additional sales practice requirements on
broker-dealers who sell Company securities to persons other than established customers and accredited investors.

 Rule
15g-2 declares unlawful any broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a
standardized disclosure document.

 Rule
15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses
and subsequently confirms to the customer the current quotation prices or similar market information concerning the penny stock in question.

 Rule
15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the
customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

 Rule
15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales persons compensation.

 Potential
stockholders of the Company should also be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered
in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers
that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers;
and (v) the wholesale dumping of the same securities by promoters and broker dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with consequent investor losses.

 - 17 -

 We
identified a material weakness in our internal control over financial reporting related to a failure to verify material information from
an unconsolidated significant subsidiary as included in the Company's Notes to Financial Statements, which has been remediated.
If we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability
to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

 Subsequent
to the filing of the Company's Form 10-K for the fiscal year ended December 31, 2023, we identified a material weakness in our
internal control over financial reporting related to a failure to verify material information from an unconsolidated significant subsidiary
as included in the Company's Notes to Financial Statements. A material weakness is a deficiency, or combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected on a timely basis. To remediate the material weakness, the Company
has implemented proper procedures at all levels, including hired outside administrators, to properly review and verify information from
our unconsolidated significant subsidiaries in order to ensure proper disclosure for the Notes to Financial Statements.

 Management,
including our Interim Chief Executive Officer and Chief Financial Officer, has performed testing to verify the effective design and successful
operating effectiveness of the new or enhanced controls, and concluded that the previously disclosed material weakness has been remediated
as of the date of this Annual Report.

 We
cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the
control deficiencies that led to our material weakness in our internal control over financial reporting or that they will prevent or
avoid potential future material weaknesses. Our current controls and any new controls that we develop may become inadequate because of
changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may
be discovered in the future. If we are unable to further implement and maintain effective internal control over financial reporting or
disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial
statements within required time periods could be adversely affected, which could subject us to litigation or investigations requiring
management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely
impact our stock price. In addition, any failure to develop or maintain effective controls or any difficulties encountered in their implementation
or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement
of our financial statements for prior periods. If we are unable to assert that our internal control over financial reporting is effective,
investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be
adversely affected and we could become subject to litigation or investigations by the SEC or other regulatory authorities, which could
require additional financial and management resources.

 Item
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 - 18 -

 Item
1C. CYBERSECURITY

 Princeton
Capital Corporation (the "Company") has processes in place to assess, identify, and manage material risks from cybersecurity
threats. The Company's business is dependent on the communications and information systems of House Hanover, LLC (the "Investment
Adviser") and other third-party service providers. The Investment Adviser manages the Company's day-to-day operations and
has implemented a cybersecurity program that applies to the Company and its operations.

 Cybersecurity
Program Overview

 The
Investment Adviser has instituted a cybersecurity program designed to identify, assess, and manage cyber risks applicable to the Company.
The cyber risk management program involves risk assessments, implementation of security measures, and ongoing monitoring of systems and
networks, including networks on which the Company relies. The Investment Adviser actively monitors the current threat landscape in an
effort to identify material risks arising from new and evolving cybersecurity threats, including material risks faced by the Company.

 The
Company relies on the Investment Adviser to engage external experts, including cybersecurity assessors, consultants, and auditors, to
evaluate cybersecurity measures and risk management processes, including those applicable to the Company. The Company relies on the Investment
Adviser's risk management program and processes, which include cyber risk assessments.

 The
Company depends on and engages various third parties, including suppliers, vendors, and service providers, to operate its business. The
Company relies on the expertise of risk management, legal, information technology, and compliance personnel of the Investment Adviser
when identifying and overseeing risks from cybersecurity threats associated with the Company's use of such entities.

 Board
Oversight of Cybersecurity Risks

 The
 board of directors of the Company ("Board") provides strategic oversight on cybersecurity matters, including risks associated
with cybersecurity threats. The Board receives periodic updates from the Chief Compliance Officer ("CCO") of the Company,
who also serves as Chief Compliance Officer of the Investment Adviser, regarding the overall state of the Investment Adviser's
cybersecurity program, information on the current threat landscape, and briefing on material risks from cybersecurity threats and material
cybersecurity incidents impacting the Company.

 Management's
Role in Cybersecurity Risk Management

 The
Company's Management, including the Company's CCO, manages the Company's cybersecurity program, under the supervision
of the Company's Audit Committee. The CCO of the Company oversees the Company's risk management function generally and relies
on the Investment Adviser to assist with assessing and managing material risks from cybersecurity threats. The Company's CCO has
been responsible for this oversight function as CCO to the Company for over 7 years and has worked in the financial services industry
for over 25 years, during which time the CCO has gained expertise in assessing and managing risks applicable to the Company.

 Management
of the Company is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents impacting
the Company, including through the receipt of notifications from service providers and reliance on communications with risk management,
legal, information technology, and/or compliance personnel of the Investment Adviser.

 Assessment
of Cybersecurity Risk

 The
potential impact of risks from cybersecurity threats on the Company are assessed on an ongoing basis, and how such risks could materially
affect the Company's business strategy, operational results, and financial condition are regularly evaluated. During the reporting
period, the Company has not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents,
that the Company believes have materially affected, or are reasonably likely to materially affect, the Company, including its business
strategy, operational results, and financial condition.

 Item
2. PROPERTIES

 The
Company does not own any real estate or other physical properties materially important to our operation. Our headquarters are located
at 800 Turnpike Street, Suite 300, North Andover, Massachusetts 01845. Our headquarters are provided to us by House Hanover, our investment
adviser since January 1, 2018. We believe that our office facilities are suitable and adequate for our business as we contemplate conducting
it.

 Item
3. LEGAL PROCEEDINGS

 As
of December 31, 2024, there were no material legal proceedings against the Company or any of its officers or directors.

 Item
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 - 19 -

 PART
II

 Item
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock is currently traded on the Over the Counter Pink Market (OTCPK) under the symbol "PIAC" where we expect it to
remain in the foreseeable future. Prior to April 20, 2015, our common stock was traded under the symbol "RONE". Broker-dealers
often decline to trade in OTC Pink Market stocks given the markets for such securities are often limited, the stocks are more volatile,
and the risk to investors is greater. These factors may reduce the potential market for our common stock by reducing the number of potential
investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose
of their shares. This could cause our stock price to decline.

 Quarter Ending

 Quarterly High

 Quarterly Low

 $
 0.19

 $
 0.12

 September 30, 2024

 $
 0.25

 $
 0.12

 June 30, 2024

 $
 0.31

 $
 0.11

 March 31, 2024

 $
 0.31

 $
 0.16

 December 31, 2023

 $
 0.29

 $
 0.22

 September 30, 2023

 $
 0.30

 $
 0.11

 June 30, 2023

 $
 0.34

 $
 0.22

 March 31, 2023

 $
 0.35

 $
 0.19

 December 31, 2022

 $
 0.45

 $
 0.27

 September 30, 2022

 $
 0.27

 $
 0.23

 June 30, 2022

 $
 0.33

 $
 0.25

 March 31, 2022

 $
 0.50

 $
 0.20

 Notwithstanding
the forgoing, our common stock is sporadically and thinly trading. Over-the-counter market quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual transactions Accordingly, although there appears to
be quotation information, the Company does not believe that there exists an established public market for our securities. Further, there
can be no assurance the current market for the Company's common stock will be sustained or grow in the future.

 Holders
of record

 As of March 27, 2025, there were 38 shareholders
of our common stock.

 The
number of record holders reflects shares held by a broker as one record holder. The underlying shares may be held by one or more beneficial
owners.

 The Company feels the actual number of common
stock holders may be significantly higher as 1,305,097 shares of common stock are held in street name which reflected approximately 1.08%
of the outstanding shares of common stock as of March 27, 2025, according to our transfer agent.

 Dividends

 Our
dividends, if any, are determined by our board of directors. The Company was taxed as a C corporation and subject to federal and state
corporation income taxes for its 2023 taxable year. The Company did not meet the qualifications of a RIC for the 2024 tax year and will
be taxed as a corporation under Subchapter C of the Code. It may not be in the best interests of the Company's stockholders to
elect to be taxed as a RIC at the present time due to the net operating losses and capital loss carryforwards the Company currently has.
Management will make a determination that is in the best interests of the Company and its stockholders. While the Company does not expect
to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved, it can still declare a dividend even
though it is not required to do so.

 To
qualify for RIC tax treatment, we must, among other things, distribute at least 90% of our net ordinary income and realized net short-term
capital gains in excess of realized net long-term capital losses, if any. Depending on the level of taxable income earned in a tax year,
we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% excise tax
on such income. Any such carryover taxable income must be distributed through a dividend declared prior to filing the final tax return
related to the year which generated such taxable income. We may, in the future, make actual distributions to our stockholders of our
net capital gains. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and,
if we issue senior securities, we may be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage
ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

 For
the fiscal year ended December 31, 2022, the Company declared and paid a cash dividend of $0.075 per share of common stock on or about
December 1, 2022 to stockholders of record as of the close of business on November 21, 2022.

 For
each of the fiscal years ended December 31, 2024 and 2023, the Company did not declare any cash dividends on the Company's common
stock.

 - 20 -

 On
October 17, 2022, the Board terminated the Company's "opt out" dividend reinvestment plan, as disclosed in the Company's
8-K filed on October 19, 2022. Written notice of such termination was mailed to the Company's stockholders on October 21, 2022,
with an effective date of November 20, 2022. As a result, any distributions declared for stockholders of record after November 20, 2022,
will be paid in cash.

 Sale
of Unregistered Securities

 There
were no sales of unregistered securities during the year ended December 31, 2024.

 Stock
Performance Graph

 This
graph compares the return on our common stock with that of the S&P BDC Index and the Russell 2000 Index, for the past five fiscal
years. The graph assumes that, on December 31, 2019, a person invested $100 in each of our common stock, the S&P BDC Index and the
Russell 2000 Financial Services Index. The graph measures total shareholder return, which takes into account both changes in stock price
and dividends. It assumes that dividends paid are reinvested in like securities. Our Company is quoted on the OTC Pink Market and are
thus not traded on a public exchange.

 The
graph and other information furnished under this Part II Item 5 of this Form 10-K shall not be deemed to be "soliciting
material'' or to be ''filed'' with the SEC or subject to Regulation 14A or 14C, or to the liabilities
of Section 18 of the 1934 Act. The stock price performance included in the above graph is not necessarily indicative of future stock
price performance.

 Issuer
Purchases of Equity Securities

 During
the year ended December 31, 2024, there were no repurchases made by or on behalf of the issuer of shares of equity securities.

 EQUITY
COMPENSATION PLAN INFORMATION

 The
Company does not currently have any equity incentive plan.

 - 21 -

 Item
6. [Reserved]

 Item
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form
10-K.

 References
herein to "we", "us" or "our" refer to Princeton Capital Corporation (the "Company" or
"Princeton Capital"), unless the context specifically requires otherwise.

 Forward-Looking
Statements

 Some
of the statements in this annual report on Form 10-K constitute forward-looking statements, which relate to future events or our future
performance or financial condition. Such forward-looking statements may include statements preceded by, followed by or that otherwise
include the words "may," "might," "will," "intend," "should," "could,"
"can," "would," "expect," "believe," "estimate," "anticipate,"
"predict," "potential," "plan" or similar words. The forward-looking statements contained in this
annual report on Form 10-K involve risks and uncertainties, including statements as to:

 our
future operating results;

 our
business prospects and the prospects of our portfolio companies;

 the
effect of investments that we expect to make;

 our
contractual arrangements and relationships with third parties;

 actual
and potential conflicts of interest with our investment advisor;

 the
dependence of our future success on the general economy and its effect on the industries in which we invest;

 the
ability of our portfolio companies to achieve their objectives;

 the
use of borrowed money to finance a portion of our investments;

 the
adequacy of our financing sources and working capital;

 the
timing of cash flows, if any, from the operations of our portfolio companies;

 the
ability of our investment advisor to locate suitable investments for us and to monitor and administer our investments;

 the
ability of our investment advisor to attract and retain highly talented professionals;

 our
ability to qualify and maintain our qualification as a regulated investment company and as a business development company; and

 the
effect of future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities)
and conditions in our operating areas, particularly with respect to business development companies or regulated investment companies.

 We
have based the forward-looking statements included in this annual report on Form 10-K on information available to us on the date of this
annual report on Form 10-K, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially
from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. We
undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or
otherwise, unless required by law or Securities and Exchange Commission ("SEC") rule or regulation. You are advised to consult
any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including
annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

 - 22 -

 Overview

 We
are an externally managed, non-diversified, closed-end investment company that has elected to be treated as a business development company
("BDC") under the Investment Company Act of 1940 (the "1940 Act" or "Investment Company Act"). While
we have sought to invest primarily in private small and lower middle-market companies in various industries, we are now (with a strategic
alternatives process underway and limited resources) investing only in current investments and otherwise conserving cash. Our investment
objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and
related equity investments in private small and lower middle-market companies. Since January 1, 2018, we have been managed by House Hanover,
LLC ("House Hanover").

 As
a BDC, we must not acquire any assets other than "qualifying assets" specified in the 1940 Act unless, at the time the acquisition
is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments
in "eligible portfolio companies." Under the relevant SEC rules, the term "eligible portfolio company" includes
all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that
have listed their securities on a national securities exchange and have a market capitalization of less than $250 million, in each case
organized in the United States.

 On
November 15, 2019, our Board announced that the Company has initiated a strategic review process to identify, examine, and consider a
range of strategic alternatives available to the Company, including but not limited to, (i) selling the Company's assets to a business
development company or other potential buyer, (ii) merging with another business development company, (iii) liquidating the Company's
assets in accordance with a plan of liquidation, (iv) raising additional funds for the Company, or (v) otherwise entering into another
business combination, with the objective of maximizing stockholder value. As of December 31, 2024 and through the date of filing this
Annual Report, the Company has not entered into any agreements regarding any strategic alternative and the strategic process remains
ongoing.

 Corporate
History

 In
order to expedite the ramp-up of our investment activities and further our ability to meet our investment objectives, on March 13, 2015
we (i) acquired approximately $11.2 million in cash, $43.5 million in equity and debt investments, and $1.9 million in restricted cash
escrow deposits of Capital Point Partners, L.P. ("CPP") and Capital Point Partners II, L.P. ("CPPII") (together,
the "Partnerships"), and (ii) issued approximately 115.5 million shares of our common stock based on a pre-valuation presumed
fair value of $60.9 million and on a price of approximately $0.53 per share. While we have sought to invest primarily in private small
and lower middle-market companies in various industries, we are now (with a strategic alternatives process underway and limited resources)
investing only in current investments and otherwise conserving cash.

 On
an annual basis and in general, BDCs intend to elect to be treated for tax purposes as a regulated investment company ("RIC")
under Subchapter M of the Internal Revenue Code of 1986 (the "Code"). To qualify as a RIC, a BDC must, among other things,
meet certain source-of-income and asset diversification requirements. As a RIC, BDCs generally will not have to pay corporate-level taxes
on any income they distribute to their stockholders. We did not meet the qualifications of a RIC for the 2023 or 2024 tax years and will
be taxed as a corporation under Subchapter C of the Code. Further, we do not expect to meet the qualifications of a RIC until such time
as certain strategic alternatives are achieved.

 Portfolio
Composition and Investment Activity

 Portfolio
Composition

 We
originate and invest primarily in private small and lower middle-market companies through first lien loans, second lien loans, unsecured
loans, unitranche and mezzanine debt financing, and corresponding equity investments. United States Treasury securities may be purchased
and temporarily held in connection with complying with RIC diversification requirements under Subchapter M of the Code.

 - 23 -

 At
December 31, 2024, the Company had investments in 4 portfolio companies. The total cost and fair value of the total investments were
approximately $34.1 million and $19.2 million, respectively. The composition of our investments by asset class as of December 31, 2024
is as follows:

 Cost

 Percentage of Total Portfolio

 Portfolio Investments

 $
 8,683,944

 51.2
 %

 11,734,756

 41.6

 Unsecured Loans

 -

 0.0

 12,256,166

 7.2

 34,056,452

 100.0

 $
 34,056,452

 100.0
 %

 At
December 31, 2023, the Company had investments in 5 portfolio companies. The total cost and fair value of the total investments were
approximately $39.4 million and $29.7 million, respectively. The composition of our investments by asset class as of December 31, 2023
is as follows:

 Cost

 Percentage of Total Portfolio

 Portfolio Investments

 $
 10,120,088

 $

 41.37
 %

 11,416,339

 39.19

 Unsecured Loans

 -

 -

 16,482,689

 19.44

 39,400,702

 100.00

 $
 39,400,702

 $

 100.00
 %

 At
December 31, 2024, our weighted average yield based upon cost of our portfolio investments was approximately 12.04% of which approximately
9.40% is current cash interest. At December 31, 2023, our weighted average yield based upon cost of our portfolio investments was approximately
11.86% of which approximately 10.23% is current cash interest.

 At
December 31, 2024 and December 31, 2023, we held no United States Treasury securities. United States Treasury securities may be purchased
and temporarily held in connection with complying with RIC diversification requirements under Subchapter M of the Code.

 Investment
Activity

 Our
level of investment activity can vary substantially from period to period depending on many factors, including the amount of debt and
equity capital to middle market companies, the level of merger and acquisition activity, the general economic environment and the competitive
environment for the types of investments we make.

 The
primary portfolio investment activities for the year ended December 31, 2024 are as follows:

 On
May 8, 2024, the Company entered into a loan agreement with PCC SBH Sub, Inc. to loan up to $100,000 in advances as the Company sees
fit for operating capital. Any funds advanced will accrue interest at the rate of 10% for the first year of the agreement, then interest
only will be payable quarterly in arrears. The agreement has a maturity date of May 8, 2026 and is secured by a first lien on all entity
assets.

 On
May 10, 2024, the Company advanced $15,000 under its loan agreement with PCC SBH Sub, Inc.

 On
June 27, 2024, the Company received a final distribution in the amount of $192,932 of the remaining funds in Dominion Medical Management,
Inc. ("Dominion"). This amount will be applied to the Company's first lien loan to Dominion. The Company will take
a capital loss for any remaining balance in its first lien loan to Dominion and to any equity investments in Integrated Medical Partners,
LLC.

 - 24 -

 On
August 19, 2024, the Company advanced $50,000 under its loan agreement with PCC SBH Sub, Inc.

 On
November 26, 2024, the Company was notified by Performance Alloys, LLC that they were in default with their 1 st lien lender's
fixed charge coverage ratio covenant. The 1 st lien lender asked that any interest payments and management fees subordinate
to their position be held until loan amendments can be put in place. The last monthly interest payment that the Company received was
on November 1, 2024.

 On
December 24, 2024, the Company entered into a Corporate Guaranty Agreement with a new food vendor of Rockfish Seafood Grill, Inc. ("Rockfish")
that should provide significant savings to Rockfish. This guaranty is limited to $90,000 and expires on June 1, 2025.

 On
December 24, 2024, the Company advanced $15,000 under its loan agreement with PCC SBH Sub, Inc.

 Effective
December 31, 2024, the Company amended the Revolving Promissory Note with Rockfish Seafood Grill, Inc. to extend the maturity date of
the note to December 31, 2027.

 Effective
December 31, 2024, the Company amended the Amended, Restated and Consolidated Promissory Note with Advantis Certified Staffing Solutions,
Inc. to extend the maturity date of the note to December 31, 2027.

 Asset
Quality

 In
addition to various risk management and monitoring tools, our investment advisor used an investment rating system to characterize and
monitor the quality of our debt investment portfolio. Equity securities and Treasury Bills are not graded. This debt investment rating
system uses a five-level numeric scale. The following is a description of the conditions associated with each investment rating:

 Investment
 Rating

 Summary
 Description

 that are performing above expectations, and whose risks remain favorable compared to the expected risk at the time of the original
 investment.

 that are performing within expectations and whose risks remain neutral compared to the expected risk at the time of the original
 investment. All new loans will initially be rated 2.

 that are performing below expectations and that require closer monitoring, but where no loss of return or principal is expected.
 Portfolio companies with a rating of 3 may be out of compliance with financial covenants.

 that are performing substantially below expectations and whose risks have increased substantially since the original investment.
 These investments are often in work out. Investments with a rating of 4 will be those for which some loss of return but no loss of
 principal is expected.

 that are performing substantially below expectations and whose risks have increased substantially since the original investment.
 These investments almost always end up in work out. Investments with a rating of 5 are those for which some loss of return and principal
 is expected.

 - 25 -

 The
following table shows the investment rankings of our debt investments at fair value as of December 31, 2024 and December 31, 2023:

 As of December 31, 2024

 As of December 31, 2023

 Investment

 Rating

 % of Total Portfolio

 Number of Portfolio Companies

 % of Total Portfolio

 Number of Portfolio Companies

 $
 —

 —
 %

 —

 $
 —

 —
 %

 —

 0.45

 6,916,339

 28.88

 —

 —

 —

 50.63

 17,758,760

 99.55

 19.77

 —

 —

 —

 0.72

 $
 17,838,760

 100.00
 %

 $
 23,953,920

 100.00
 %

 Loans
and Debt Securities on Non-Accrual Status

 We
will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. As of December
31, 2024, we had 3 loans on non-accrual status. As of December 31, 2023, we had 3 loans on non-accrual status.

 Results
of Operations

 An
important measure of our financial performance is net increase (decrease) in net assets resulting from operations, which includes net
investment income (loss), net realized gain (loss) and net change in unrealized gain (loss). Net investment income (loss) is the difference
between our income from interest, dividends, fees and other investment income and our operating expenses including interest on borrowed
funds. Net realized gain (loss) on investments is the difference between the proceeds received from dispositions of portfolio investments
and their amortized cost. Net change in unrealized gain (loss) on investments is the net change in the fair value of our investment portfolio.

 Revenues

 We
generate revenue in the form of interest income on debt investments and capital gains and distributions, if any, on investment securities
that we may acquire in portfolio companies. Our debt investments typically have a term of five to seven years and bear interest at a
fixed or floating rate. Interest on our debt securities is generally payable quarterly. Payments of principal on our debt investments
may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt
investments may pay interest in-kind, or PIK. Any outstanding principal amount of our debt securities and any accrued but unpaid interest
will generally become due at the maturity date. The level of interest income we receive is directly related to the balance of interest-bearing
investments multiplied by the weighted average yield of our investments. We expect that the dollar amount of interest and any dividend
income that we earn to increase as the size of our investment portfolio increases. In addition, we may generate revenue in the form of
prepayment fees, commitment, loan origination, structuring or due diligence fees, fees for providing managerial assistance and possibly
consulting fees. These fees will be reorganized as they are earned.

 Expenses

 Our
primary operating expenses include the payment of fees to House Hanover and our allocable portion of overhead expenses under the investment
advisory agreements and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and
transactions, which may include:

 organizational
and offering expenses;

 expenses
 incurred in valuing the Company's assets and computing its net asset value per share (including the cost and expenses of any
 independent valuation firm);

 subject
 to the guidelines approved by the Board of Directors, expenses incurred by our investment advisor that are payable to third parties,
 including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the
 Company's investments and performing due diligence on the Company's prospective portfolio companies or otherwise related
 to, or associated with, evaluating and making investments;

 interest
 payable on debt, if any, incurred to finance the Company's investments and expenses related to unsuccessful portfolio acquisition
 efforts;

 offerings
 of the Company's common stock and other securities;

 administration
 fees;

 - 26 -

 transfer
 agent and custody fees and expenses;

 U.S.
 federal and state registration fees of the Company (but not our investment advisor);

 all
 costs of registration and listing the Company's shares on any securities exchange;

 U.S.
 federal, state and local taxes;

 independent
 directors' fees and expenses;

 costs
 of preparing and filing reports or other documents required of the Company (but not our investment advisor) by the SEC or other regulators;

 costs
 of any reports, proxy statements or other notices to stockholders, including printing costs;

 the
 costs associated with individual or group stockholders;

 the
 Company's allocable portion of the fidelity bond, directors' and officers'/errors and omissions liability insurance,
 and any other insurance premiums;

 direct
 costs and expenses of administration and operation of the Company, including printing, mailing, long distance telephone, copying,
 secretarial and other staff, independent auditors and outside legal costs; and

 all
 other non-investment advisory expenses incurred by the Company in connection with administering the Company's business.

 Comparison
of the Years Ended December 31, 2024, 2023, and 2022

December 31, 2023

December 31, 2022

 Total

 Per

 Share (1)

 Total

 Per

 Share (1)

 Total

 Per

 Share (1)

 Investment income

 Interest income (2)

 $
 1,278,275

 $
 0.010

 $
 2,471,590

 $
 0.021

 $
 1,512,329

 $
 0.013

 Other income

 105,776

 0.001

 9,303

 0.000

 42,314

 0.000

 Total investment income

 1,384,051

 0.011

 2,480,893

 0.021

 1,554,643

 0.013

 Operating expenses

 Management fees

 257,384

 0.002

 317,546

 0.003

 339,328

 0.003

 Administration fees

 423,877

 0.004

 415,092

 0.003

 403,299

 0.003

 Audit Fees

 169,520

 0.002

 149,136

 0.001

 202,196

 0.002

 Legal Fees

 158,589

 0.001

 187,687

 0.002

 786,720

 0.007

 Valuation fees

 90,000

 0.001

 90,000

 0.001

 121,500

 0.001

 Other professional fees

 14,540

 0.000

 -

 0.000

 14,170

 0.000

 Directors' fees

 0.001

 0.001

 0.001

 Insurance expense

 117,236

 0.001

 151,193

 0.001

 184,311

 0.002

 Interest expense

 -

 0.000

 0.000

 4,896

 0.000

 Other general and administrative expenses

 143,392

 0.001

 138,465

 0.001

 126,721

 0.001

 Total operating expenses

 1,524,538

 0.013

 1,599,326

 0.013

 2,333,141

 0.020

 Total net operating expenses

 1,524,538

 0.013

 1,599,326

 0.013

 2,333,141

 0.020

 Net investment income (loss) before tax

 (140,487
)

 (0.001
)

 881,567

 0.007

 (778,498
)

 (0.006
)

 Income tax expense (benefit)

 (1,850
)

 -

 64,993

 -

 -

 Net investment income (loss) after tax

 (138,637
)

 (0.001
)

 816,574

 0.007

 (778,954
)

 (0.006
)

 Net change in unrealized gain (loss)

 (5,172,924
)

 (0.043
)

 (994,274
)

 (0.008
)

 3,057,582

 0.025

 Net realized gain (loss)

 (5,549,735
)

 (0.046
)

 (1,200
)

 -

 0.036

 $
 (10,861,296
)

 $
 (0.090
)

 $
 (178,900
)

 $
 (0.001
)

 $
 11,993,452

 $
 0.055

 (1)
 The
basic per share figures noted above are based on a weighted average of 120,486,061, 120,486,061 and 120,486,061 shares outstanding for
the years ended December 31, 2024, 2023, and 2022, respectively, except where such amounts need to be adjusted to be consistent with
what is disclosed in the financial highlights of our financial statements.

 (2)
 Interest
income includes PIK interest of $318,417, $163,341, and $0, for the years ended December 31, 2024, 2023, and 2022, respectively.

 - 27 -

 Operating Expenses

 Total net operating expenses decreased from $1,599,326
for the year ended December 31, 2023 to $1,524,538 for the year ended December 31, 2024. The decrease is primarily due to a decrease in
management, legal and insurance expense. The decrease was minimally offset by an increase in administrative expenses and other professional
fees.

 Total net operating expenses per share remained
the same at $0.013 per share for the years ended December 31, 2023 and December 31, 2024.

 Total net operating expenses decreased from $2,333,141
for the year ended December 31, 2022 to $1,599,326 for the year ended December 31, 2023. The decrease is primarily due to a decrease in
management, audit and legal expense and to a lesser extent insurance and valuation expense. The decrease was minimally offset by an increase
in other general and administrative expenses.

 Total net operating expenses per share decreased
from $0.020 per share for the year ended December 31, 2022 to $0.013 per share for the year ended December 31, 2023.

 Net Investment Income (Loss)

 Net investment income (loss) (after tax) decreased
from $816,574 for the year ended December 31, 2023 to $(138,637) for the year ended December 31, 2024. This decrease is primarily due
to a decrease in interest income for the year ended December 31, 2024 and to a lesser extent increases in administration, audit, and other
professional fees.

 Net investment income (loss) (after tax) per share
decreased from $0.007 per share for the year ended December 31, 2023 to $(0.001) per share for the year ended December 31, 2024.

 Net investment income (loss) (after tax) increased
from $(778,954) for the year ended December 31, 2022 to $ 816,574 for the year ended December 31, 2023. This increase is primarily due
to an increase in interest income for the year ended December 31, 2023 that was greater than the decreases in management, audit, legal,
insurance and valuation expenses.

 Net investment income (loss) (after tax) per share
increased from $(0.006) per share for the year ended December 31, 2022 to $0.007 per share for the year ended December 31, 2023.

 Net Realized Gain (Loss)

 We measure realized gains (losses) by the difference
between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification
method, without regard to unrealized appreciation or depreciation previously recognized.

 For the year ended December 31, 2024, we recognized
($5,549,735) net realized loss.

 For the year ended December 31, 2023, we recognized
($1,200) net realized loss.

 For the year ended December 31, 2022, we recognized
net realized gain of $4,368,297.

 Net Change in Unrealized Gain (Loss)

 Net change in unrealized gain (loss) primarily
reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded appreciation
or depreciation when gains or losses are realized.

 - 28 -

totaled a loss of $(5,172,924) for the year ended December 31, 2024 primarily in connection with unrealized losses of $(7,320,698), $(2,357,078)
and $(899,594) on Performance Alloys, Inc., Rockfish Seafood Grill, Inc., and Advantis Certified Staffing Solutions, Inc., respectively,
and partially offset by gains of $4,226,523, $1,342,750 on Integrated Medical Partners, LLC and Dominion Medical Management.

totaled a loss of $(994,274) for the year ended December 31, 2023 primarily in connection with unrealized losses of $(1,075,753) and $(831,927)
on Performance Alloys, Inc. and Rockfish Holdings, LLC, respectively, and partially offset by unrealized gains of $1,079,494 on Advantis
Certified Staffing Solutions, Inc.

totaled a gain of $3,057,582 for the year ended December 31, 2022 primarily in connection with unrealized gains of $5,227,735, $1,945,866
on Performance Alloys, Inc. and Great Value Storage, LLC Inc, respectively, partially offset by unrealized losses of $1,725,445, $1,585,512
on Rockfish Holdings, LLC and Rockfish Seafood Grill, Inc.

 Financial Condition, Liquidity and Capital
Resources

 We intend to continue to generate cash from future
offerings of securities and cash flows from operations, including earnings on investments in our portfolio and future investments, as
well as interest earned from the temporary investment of cash in U.S. government securities and other high-quality debt investments that
mature in one year or less. We may, if permitted by regulation, seek various forms of leverage and borrow funds to make investments.

 As of December 31, 2024, we had $1,295,864 in
cash and restricted cash, and our net assets totaled $21,207,879. We believe that our anticipated cash flows from operations will be adequate
to meet our cash needs for our daily operations for at least the next 12 months.

 Contractual Obligations

 As of December 31, 2024, we did not have any contractual
obligations that would trigger the tabular disclosure of contractual obligations under Section 303(a)(5) of Regulation S-K.

 We have entered into one contract under which
we have material future commitments, the House Hanover Investment Advisory Agreement, pursuant to which House Hanover serves as our investment
adviser. Payments under the House Hanover Investment Advisory Agreement in future periods will be equal to a percentage of the value of
our net assets.

 The House Hanover Investment Advisory Agreement
is terminable by either party without penalty upon written notice by the Company or 60 days' written notice by House Hanover. If
this agreement is terminated, the costs we incur under a new agreement may increase. In addition, we will likely incur significant time
and expense in locating alternative parties to provide the services we expect to receive under our investment advisory agreement. Any
new investment advisory agreement would also be subject to approval by our stockholders.

 Distributions

 For the fiscal year ended December 31, 2024, no
dividends were declared or distributed to stockholders.

 For the fiscal year ended December 31, 2023, no
dividends were declared or distributed to stockholders.

 In order to qualify as a RIC and to avoid U.S.
federal corporate level income tax on the income we distribute to our stockholders, we are required to distribute at least 90% of our
net ordinary income and our net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders on an
annual basis. Additionally, we must distribute an amount at least equal to the sum of 98% of our net ordinary income (during the calendar
year) plus 98.2% of our net capital gain income (during each 12-month period ending on October 31) plus any net ordinary income and capital
gain net income for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax to avoid
a U.S. federal excise tax. To the extent that we have income available, we intend to make distributions to our stockholders. Our stockholder
distributions, if any, will be determined by our board of directors. Any distribution to our stockholders will be declared out of assets
legally available for distribution. The Company did not meet the requirements to qualify as a RIC for the 2024 and 2023 tax years and
will be taxed as a corporation under Subchapter C of the Code. It may not be in the best interests of the Company's stockholders
to elect to be taxed as a RIC at the present time due to the net operating losses and capital loss carryforwards the Company currently
has. Management will make a determination that is in the best interests of the Company and its stockholders. While the Company does not
expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved, it can still declare a dividend
even though it is not required to do so.

 We may not be able to achieve operating results
that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time. In addition,
we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a BDC under the 1940
Act. If we do not distribute a certain percentage of our income annually, we could suffer adverse tax consequences, including the possible
failure to qualify as a RIC. We cannot assure stockholders that they will receive any distributions.

 - 29 -

 To the extent our taxable earnings fall below
the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to our
stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital
invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying any stockholder
distribution carefully and should not assume that the source of any distribution is our ordinary income or capital gains.

 On October
17, 2022, the Board terminated the Company's "opt out" dividend reinvestment plan, as disclosed in the Company's
8-K filed on October 19, 2022. Written notice of such termination was mailed to the Company's stockholders on October 21, 2022,
with an effective date of November 20, 2022. As a result, any distributions declared for stockholders of record after November 20, 2022,
will be paid in cash.

 Off-Balance Sheet Arrangements

 We have no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources.

 Related Party Transactions

 Management Fees

 Management fees under the House Hanover Investment
Advisory Agreement for the years ended December 31, 2024 2023 and 2022 were $257,384, $317,546 and $339,328, respectively. As of December
31, 2024 and 2023, management fees of $55,286 and $78,889, respectively, were payable to House Hanover.

 Incentive Fees

 The Company is not obligated to pay House Hanover
an incentive fee. Incentive fees are a typical component of investment advisory agreements with business development companies.

 Administration Fees

 House Hanover is entitled to reimbursement of
expenses under the House Hanover Investment Advisory Agreement for administrative services performed for the Company. Administration fees
were $259,500, $259,500 and $259,500 for the years ended December 31, 2024, 2023 and 2022, respectively, as shown on the Statements of
Operations under administration fees. As of December 31, 2024 and 2023, there were $64,875 and $64,875, respectively, of administration
fees owed to House Hanover, as shown on the Statements of Assets and Liabilities under Due to affiliates.

 On May 1, 2022, Advantis Certified Staffing Solutions,
Inc. ("Advantis") requested one of its directors, Gregory J. Cannella who also serves as our Chief Financial Officer, become
the Executive Chair of Advantis to provide executive authority and leadership in the absence of their former president, who resigned in
March 2022. Mr. Cannella has agreed to take this position and in return will be compensated by Advantis in the amount of $5,000 per month.
The title and benefits of this position can be removed at any time by the board of directors of Advantis.

 Recent Accounting Pronouncements

 See Note 2 of the financial statements for a description
of recent accounting pronouncements, if any, including the expected dates of adoption and the anticipated impact on the financial statements.

 Critical Accounting Policies and Estimates

 The preparation of our financial statements and
related disclosures in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") requires management to make
estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment,
financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the
discussion below, our significant accounting policies are further described in the notes to the financial statements.

 - 30 -

 Valuation of Portfolio Investments

 As a BDC, we generally invest in illiquid loans
and securities including debt and equity securities of middle-market companies. Under procedures established by our board of directors,
we value investments for which market quotations are readily available at such market quotations. We obtain these market values from
an independent pricing service or at the mean between the bid and ask prices obtained from at least two brokers or dealers (if available,
otherwise by a principal market maker or a primary market dealer). Debt and equity securities that are not publicly traded or whose market
prices are not readily available are valued at fair value as determined in good faith by our board of directors. Such determination of
fair values may involve subjective judgments and estimates, although we engage independent valuation providers to review the valuation
of each portfolio investment that does not have a readily available market quotation quarterly. Investments purchased within 60 days
of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximate fair value. With respect to unquoted
securities, our board of directors values each investment considering, among other measures, discounted cash flow models, comparisons
of financial ratios of peer companies that are public and other factors, which are provided by a nationally recognized independent valuation
firm. This valuation firm provides a range of values for selected investments, which is presented to the Valuation Committee to determine
the value for each of the selected investments.

 When an external event such as a purchase transaction,
public offering or subsequent equity sale occurs, our board of directors uses the pricing indicated by the external event to corroborate
and/or assist us in our valuation. Because there is not a readily available market for substantially all of the investments in our portfolio,
we value our portfolio investments at fair value as determined in good faith by our board of directors using a documented valuation policy
and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not
have a readily available market value, the fair value of our investments may differ significantly from the values that would have been
used had a readily available market value existed for such investments, and the differences could be material.

 With respect to investments for which market quotations
are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:

 Our quarterly valuation process begins with each portfolio company or investment being initially valued by an independent valuation firm, except for those investments where market quotations are readily available;

 Preliminary valuation conclusions are then documented and discussed with our senior management, our investment advisor, and our auditors;

 The valuation committee of our board of directors then reviews these preliminary valuations and approves them for recommendation to the board of directors;

 The board of directors then discusses valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our investment advisor, the independent valuation firm and the valuation committee.

 Revenue Recognition

 Realized gain (loss) on the sale of investments
is the difference between the proceeds received from dispositions of portfolio investments and their stated costs. Realized gains or losses
on the sale of investments are calculated using the specific identification method.

 Interest income, adjusted for amortization of
premium and accretion of discount, is recorded on an accrual basis to the extent that we expect to collect such amounts. For loans and
debt securities with contractual PIK interest, which represents contractual interest accrued and added to the loan balance that generally
becomes due at maturity, we do not accrue PIK interest if the portfolio company valuation indicates that such PIK interest is not collectible.
Generally, we will not accrue interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan
origination fees, original issue discount and market discount or premium are capitalized, and we then accrete or amortize such amounts
using the effective interest method as interest income. Upon the prepayment of a loan or debt security, any unamortized loan origination
is recorded as interest income. We record prepayment premiums on loans and debt securities as interest income.

 - 31 -

 Dividend income, if any, will be recognized on
the ex-dividend date.

 Generally, when a payment default occurs on a
loan in the portfolio, or if the Company otherwise believes that the borrower will not be able to make contractual interest payments,
the Company may place the loan on non-accrual status and cease recognizing interest income on the loan until all principal and interest
is current through payment, or until a restructuring occurs, and the interest income is deemed to be collectible. The Company may make
exceptions to this policy if a loan has sufficient collateral value, is in the process of collection or is viewed to be able to pay all
amounts due if the loan were to be collected on through an investment in or sale of the business, the sale of the assets of the business,
or some portion or combination thereof.

 Recent Developments

 Portfolio Activity

 On March 13, 2025, the Company entered into an amendment
with Performance Alloys, LLC to waive the existing defaults and amend the minimum fixed charge coverage ratio covenants for the 2025
fiscal year.

 Other than the event listed above, subsequent to the year
ended December 31, 2024 and through the date of this filing, there was no portfolio activity or other events to report.

 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 We are subject to financial market risks, including
credit risk, illiquidity of investments in our portfolio and changes in interest rates.

 Credit risk is the primary market risk associated
with our business. Credit risk originates from the fact that some of our portfolio companies may become unable or unwilling to fulfill
their contractual payment obligations to us and may eventually default on those obligations. These contractual payment obligations arise
under the debt securities and other investments that we hold. They include payment of interest, principal, dividends, fees and payments
under guarantees and similar instruments.

 We primarily invest in illiquid debt and other
securities of small and mid-sized private companies. In some cases these investments include additional equity components. Our investments
may have no established trading market or are generally subject to restrictions on resale. The illiquidity of our investments may adversely
affect our ability to dispose of debt and equity securities at times when it may be otherwise advantageous for us to liquidate such investments.
As of December 31, 2024, all of our debt investments are fixed rate.

 - 32 -

 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 Index to Financial Statements

 Page

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID 100)

 Statements
 of Assets and Liabilities as of December 31, 2024 and 2023

 Statements of Operations for the years ended December 31, 2024, 2023 and 2022

 Statements of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

 Schedule of Investments as of December 31, 2024

 Schedule of Investments as of December 31, 2023

 Notes to Financial Statements

 - 33 -

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and Stockholders of

 Princeton Capital Corporation:

 Opinion on the Financial Statements

 We have audited the accompanying Statements of
Assets and Liabilities of Princeton Capital Corporation (the "Company"), including the schedules of investments, as of December
31, 2024 and 2023, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period
ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023,
and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity
with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. Our procedures included verification by confirmation of securities as of December
31, 2024 and 2023, by correspondence with the portfolio companies, or by other appropriate auditing procedures where replies were not
received. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matter communicated below is
a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the
Audit Committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved
our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 F- 1

 Fair Value of Investments

 As discussed in Note 5 to the financial statements,
the Company measures substantially all of its investments at fair value using unobservable inputs and assumptions as there is no readily
available market value. As of December 31, 2024, total investments at fair value were $19,217,779.

 We identified the evaluation of the fair value
of investments as a critical audit matter. Assessment of the Company's judgments regarding the use of specific valuation techniques,
inputs and assumptions involved a high degree of subjective auditor judgment. Changes in these techniques, inputs and assumptions could
have a significant impact on the fair value of investments. In particular, the Company uses the market and cost approaches to determine
enterprise values, and also relies upon the current value method to value certain equity and debt investments. Additionally, the Company
makes judgments relating to credit risk, guideline company market multiples, guideline transaction multiples, replacement cost indications
and financial performance measures used to determine enterprise values and total equity value indications.

 Addressing the matter involved performing procedures
and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included, among
others, either (i) testing management's process for determining the fair value estimate, which included evaluating the appropriateness
of the market approach, income approach, or cost approach; testing the completeness, accuracy, and relevance of the underlying data used
in the technique; and evaluating the significant unobservable inputs and assumptions used by management, including the selected valuation
multiples, discount rates, market yields or replacement or reproduction cost indications, by considering the consistency and reasonableness
of the unobservable inputs relative to the performance and condition of the subject company or assets, and the external market and industry
data and evidence obtained in other areas of the audit; or (ii) the involvement of professionals with specialized skill and knowledge
to assist in developing an independent fair value estimate range for certain level 3 debt and equity investments, and comparison of management's
fair value indications to the independently developed range of fair value estimates. Developing the independent range involved selection
of significant unobservable inputs for the market multiples, discount rates or market yields, or replacement or reproduction cost indications,
in order to evaluate the reasonableness of management's fair value estimate of these certain level 3 investments, using a range
of available market information.

 We have served as the Company's auditor since
2016.

 /s/ WithumSmith+Brown, PC

 Whippany, New Jersey

 March 31, 2025

 PCAOB Number 100

 F- 2

 STATEMENTS OF ASSETS AND LIABILITIES

 2024

2023

 ASSETS

 Control investments at fair value (cost of $ 21,690,606 and $ 27,353,273, respectively)

 $
 15,066,529

 $
 18,581,422

 Non-control/non-affiliate investments at fair value (cost of $ 12,365,846 and $ 12,047,429, respectively)

 11,153,531

 Total investments at fair value (cost of $ 34,056,452 and $ 39,400,702, respectively)

 Cash and cash equivalents

 1,290,864

 1,937,768

 Restricted cash

 5,000

 41,891

 Due from portfolio companies

 33,049

 26,592

 Interest receivable, net of allowance for bad debt of $ 0 and $ 16,549, respectively

 584,769

 525,685

 Prepaid expenses

 76,418

 47,306

 Total assets

 21,207,879

 32,314,195

 LIABILITIES

 Accrued management fees

 55,286

 78,889

 Accounts payable

 16,545

 159,472

 Due to affiliates (1)

 64,875

 64,875

 Taxes expense payable

 -

 64,537

 Accrued expenses and other liabilities

 27,907

 41,860

 Total liabilities

 164,613

 409,633

 Net assets

 $
 21,043,266

 $

 NET ASSETS

 Common Stock, par value $ 0.001 per share ( 250,000,000 shares authorized; 120,486,061 shares issued and outstanding at December 31, 2024 and December 31, 2023)

 $
 120,486

 $
 120,486

 Paid-in capital

 64,868,884

 64,868,884

 Accumulated deficit

 ( 43,946,104
)

 ( 33,084,808
)

 Total net assets

 $
 21,043,266

 $

 Net asset value per share

 $
 0.175

 $
 0.265

 (1)
 Amounts under Due to Affiliates are for accrued amounts payable
to the Company's investment advisor, House Hanover, LLC for the reimbursement of administration fees that it incurs on the Company's
behalf (see Note 7).

 F- 3

 STATEMENTS OF OPERATIONS

 For the Year Ended December 31,

 2024

 2023

 2022

 INVESTMENT INCOME

 Interest income from non-control/non-affiliate investments

 $
 689,083

 $
 1,254,375

 $
 684,375

 Interest income from control investments

 270,775

 1,050,876

 827,954

 Interest income paid-in-kind from non-control/non-affiliate investments

 318,417

 166,339

 -

 Other income from non-control/non-affiliate investments

 13,953

 8,140

 17,996

 Other income from non-investment sources (Note 2)

 91,823

 1,163

 24,318

 Total investment income

 1,384,051

 2,480,893

 1,554,643

 OPERATING EXPENSES

 Management fees

 257,384

 317,546

 339,328

 Administration fees

 423,877

 415,092

 403,299

 Audit fees

 169,520

 149,136

 202,196

 Legal fees (Note 2)

 158,589

 187,687

 786,720

 Valuation fees

 90,000

 90,000

 121,500

 Other professional fees

 14,540

 -

 14,170

 Directors' fees

 Insurance expense

 117,236

 151,193

 184,311

 Interest expense

 -

 4,896

 Other general and administrative expenses

 143,392

 138,465

 126,721

 Total operating expenses

 1,524,538

 1,599,326

 2,333,141

 Net investment income (loss) before income tax
 expense (benefit)

 ( 140,487
)

 881,567

 ( 778,498
)

 Income tax expense (benefit)

 ( 1,850
)

 64,993

 Net investment income
 (loss) after income tax expense (benefit)

 ( 138,637
)

 816,574

 ( 778,954
)

 Net realized gain (loss) on:

 Non-control/non-affiliate investments

)

)

 Total net realized gain (loss)

)

)

 Net change in unrealized gain (loss) on investments:

 Non-control/non-affiliate investments

 ( 7,320,698
)

 ( 1,075,753
)

 7,173,601

 Control investments

 2,147,774

 81,479

 ( 4,116,019
)

 ( 5,172,924
)

 ( 994,274
)

 3,057,582

 Net realized and unrealized gain (loss) on investments

 ( 10,722,659
)

 ( 995,474
)

 7,425,879

 $
)

 $
)

 $
 6,646,925

 Net investment income (loss) per share

 Basic

 $
)

 $
 0.007

 $
 ( 0.006
)

 $
)

 $
 0.007

 $
 ( 0.006
)

 Net increase (decrease) in net assets resulting from operations per share

 Basic

 $
 ( 0.090
)

 $
)

 $
 0.055

 $
 ( 0.090
)

 $
)

 $
 0.055

 Weighted average shares of common stock outstanding

 Basic

 F- 4

STATEMENTS OF CHANGES IN NET ASSETS

 For the Year Ended December 31,

 2024

 2023

 2022

 Net assets at beginning of year

 $

 $
 32,083,462

 $
 34,472,992

 Increase (decrease) in net assets resulting from operations:

 Net investment income (loss)

 ( 138,637
)

 816,574

 ( 778,954
)

 Realized gain (loss) on investments

)

)

 ( 5,172,924
)

 ( 994,274
)

 3,057,582

)

)

 6,646,925

 Distributions

 Dividends declared

 -

 -

 ( 9,036,455
)

 Total distributions

 -

 -

 ( 9,036,455
)

 Total decrease in net assets

)

)

 ( 2,389,530
)

 Net Assets at December 31

 $
 21,043,266

 $

 $
 32,083,462

 Capital share activity:

 Common stock

 Common stock outstanding at the beginning of year

 Common stock outstanding at the end of year

 F- 5

 STATEMENTS OF CASH FLOWS

 For the Year Ended December 31,

 2024

 2023

 2022

 Cash Flows from Operating Activities:

 $
)

 $
)

 $
 6,646,925

 Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

 Proceeds from sales, repayments, or maturity of investments in:

 Portfolio investments

 192,932

 -

 11,168,883

 Net realized (gain) loss on investments

 5,549,735

 1,200

 ( 4,368,297
)

 Net change in unrealized (gain) loss on investments

 5,172,924

 994,274

 ( 3,057,582
)

 Purchase of investments

 ( 80,000
)

 -

 -

 Increase in investments due to payments in kind

 ( 318,417
)

 ( 166,339
)

 -

 Allowance for bad debt

 -

 -

 ( 413,896
)

 Changes in other assets and liabilities:

 Due from portfolio companies

 ( 6,457
)

 ( 250
)

 199,054

 Interest receivable

 ( 42,535
)

 ( 232,064
)

 224,420

 Allowance for bad debt

 ( 16,549
)

 -

 -

 Prepaid expenses

 ( 29,112
)

 ( 11,754
)

 ( 5,079
)

 Tax receivable

 -

 -

 Accrued management fees

 ( 23,603
)

 ( 13,045
)

 ( 170,390
)

 Accounts payable

 ( 142,927
)

 ( 20,624
)

 ( 23,549
)

 Due to affiliates

 -

 -

 ( 208,141
)

 Tax expense payable

 ( 64,537
)

 64,537

 -

 Deferred fee income

 -

 41,860

 ( 17,996
)

 Accrued expenses and other liabilities

 ( 13,953
)

 ( 65,782
)

 63,498

 Net cash provided by (used in) operating activities

 ( 683,795
)

 413,113

 10,038,600

 Cash Flows from Financing Activities

 Cash dividends paid

 -

 -

 ( 9,036,455
)

 Net cash provided by (used in) financing activities

 -

 -

 ( 9,036,455
)

 Net increase in cash, cash equivalents and restricted cash

 ( 683,795
)

 413,113

 1,002,145

 Cash, cash equivalents and restricted cash at beginning of year

 1,979,659

 1,566,546

 564,401

 Cash, cash equivalents and restricted cash at end of year

 $
 1,295,864

 $
 1,979,659

 $
 1,566,546

 Supplemental disclosure of cash flow financing activities:

 Interest expense paid

 $
 -

 $

 $
 4,896

 Income tax paid

 $
 62,687

 $

 $

 F- 6

31, 2024

 Headquarters / Industry

 Acquisition Date

 Principal
 Amount/
 Shares/
 % Ownership

 Amortized
 Cost

 Fair Value (1)

 % of

 Portfolio Investments (5)

 Control investments

 Houston, TX

 Second Lien Loan, 12.0 % Cash, due 11/30/2021 (2) (4) (6)

 Staffing

 $

 $

 $
 3,836,547

 18.24
 %

 Unsecured loan 6.33 %, due 12/31/2027 (6)

 10/01/2019

 -

 -

 %

 Common Stock – Series A (4) (6)

 225,000

 10,150

 -

 -

 %

 Common Stock – Series B (4) (6)

 9,500,000

 428,571

 -

 -

 %

 Warrant for 250,000 Shares of Series A Common Stock, exercise price $ 0.01 per share, expires 1/1/2027 (4) (6)

 11,278

 -

 -

 %

 Warrant for 700,000 Shares of Series A Common Stock, exercise price $ 0.01 per share, expires 1/1/2027 (4) (6)

 12/31/2016

 -

 -

 -

 %

 Total

 6,331,585

 3,836,547

 18.24
 %

 PCC SBH Sub, Inc.

 Karnes City, TX

 Common stock (4) (6)

 Energy Services

 2/06/2017

 2,525,481

 6.55
 %

 First
Lien Revolving Loan 10 % Cash, due 5/8/2026 (6)

 5/08/2024

 $

 0.38
 %

 Total

 2,605,481

 1,459,019

 6.93
 %

 Rockfish Seafood Grill, Inc.

 Richardson, TX

 First Lien Loan, 8 % Cash,
 6.0 % PIK, due 3/31/2018 (3) (6)

 Casual Dining

 $

 7,519,963

 35.75
 %

 Revolving Loan, 8 % Cash, due 12/31/2027 (6)

 6/29/2015

 $

 10.70
 %

 Rockfish Holdings, LLC

 Warrant for Membership
Interest, exercise price $ 0.001 per 1 % membership interest, expires 7/28/2028 (4) (6)

 10.0
 %

 414,960

 -

 -

 %

 Membership Interest – Class A (4) (6)

 99.997
 %

 3,734,636

 -

 -

 %

 Total

 12,753,540

 9,770,963

 46.45
 %

 Total control investments

 21,690,606

 15,066,529

 71.62
 %

 Non-control/non-affiliate investments

 Performance Alloys, LLC

 Houston, TX

 Second
Lien Loan, 10 % Cash, due 12/31/2026 (3) (6)

 Nickel Pipe,
Fittings & Flanges

 7/01/2016

 $
 7,234,756

 7,234,756

 19.73
 %

 Membership Interest – Class B (4) (6)

 7/01/2016

 25.97
 %

 5,131,090

 -

 -

 %

 Total

 12,365,846

 19.73
 %

 F- 7

 SCHEDULE OF INVESTMENTS
as of December 31, 2024

 (Continued)

 Headquarters / Industry

 Acquisition Date

 Principal

Amount/Shares/

% Ownership

 Amortized Cost

 Fair Value (1)

 % of

 Non-control/non-affiliate investments (continued)

 Total non-control/non-affiliate investments

 12,365,846

 19.73
 %

 34,056,452

 91.35
 %

 $
 34,056,452

 $

 91.35
 %

 (1)
 See Note 5 of the Notes to Financial Statements for a discussion
of the methodologies used to value securities in the portfolio.

 (2)
 Investment is on non-accrual status.

 (3)
 Represents a security with a payment-in-kind ("PIK") component. At the option of the issuer, interest can be paid in cash or cash and PIK. The percentage of PIK shown is the maximum PIK that can be elected by the portfolio company.

 (4)
 Investment is non-income producing as of December 31, 2024.

 (5)
 Represents an illiquid investment. At December 31, 2024,
100% of the total fair value of portfolio investments are illiquid. All of the Company's portfolio investments are generally subject
to restrictions on resale as "restricted securities."

 (6)
 Represents an investment valued using significant unobservable
inputs.

 F- 8

31, 2024

 (Continued)

 The following tables show the fair value
of our portfolio of investments (excluding U.S. Treasury Bills) by geography and industry as of December 31, 2024.

 Geography

 Investments at

 Percentage of

 United States

 $

 91.35
 %

 Total

 $

 91.35
 %

 Industry

 Investments at

 Percentage of

 Casual Dining

 $
 9,770,963

 46.44
 %

 Nickel Pipe, Fittings and Flanges

 19.73

 Staffing

 3,836,547

 18.24

 Energy Services

 1,459,019

 6.94

 Total

 $

 91.35
 %

 F- 9

31, 2023

 Headquarters / Industry

 Acquisition Date

 Principal

Amount/

Shares/

% Ownership

 Amortized Cost

 Fair

Value (1)

 % of

 Portfolio Investments (5)

 Control investments

 Houston, TX

 Second Lien Loan, 12.0 % Cash, due 11/30/2021 (2) (4) (6)

 Staffing

 $

 $

 $

 14.84
 %

 Unsecured loan 6.33 %, due 12/31/2023 (6)

 10/01/2019

 $

 -

 -

 %

 Common Stock – Series A (4) (6)

 225,000

 10,150

 -

 -

 %

 Common Stock – Series B (4) (6)

 9,500,000

 428,571

 -

 -

 %

 Warrant for 250,000 Shares of Series A Common Stock, exercise price $ 0.01 per share, expires 1/1/2027 (4) (6)

 11,278

 -

 -

 %

 Warrant for 700,000 Shares of Series A Common Stock, exercise price $ 0.01 per share, expires 1/1/2027 (4) (6)

 12/31/2016

 -

 -

 -

 %

 Total

 6,331,585

 14.84
 %

 Dominion Medical Management, Inc.

 Milwaukee, WI

 First Lien Loan, 12.0 % Cash, 6 % PIK, due 3/31/2020 (2) (3) (4)

 Medical Business Services

 3/22/2018

 $
 1,516,144

 1,516,144

 0.54
 %

 Integrated Medical Partners, LLC

 Preferred Membership, Class A units (4)

 4,196,937

 -

 -

 %

 Preferred Membership, Class B units (4)

 29,586

 -

 -

 %

 Common Units (4)

 14,082

 -

 -

 -

 %

 Total

 5,742,667

 0.54
 %

 PCC SBH Sub, Inc.

 Karnes City, TX

 Common stock (4) (6)

 Energy Services

 2/06/2017

 2,525,481

 4.84
 %

 Rockfish Seafood Grill, Inc.

 Richardson, TX

 First Lien Loan, 8 % Cash, 6.0 % PIK,
 due 3/31/2018 (3) (6)

 Casual Dining

 $

 9,877,041

 30.96
 %

 Revolving Loan, 8 % Cash, due 12/31/2023 (6)

 6/29/2015

 $

 7.06
 %

 Rockfish Holdings, LLC

 Warrant for Membership
Interest, exercise price $ 0.001 per 1 % membership interest, expires 7/28/2028 (4) (6)

 10.0
 %

 414,960

 -

 -

 %

 Membership Interest – Class A (4) (6)

 99.997
 %

 3,734,636

 -

 -

 %

 Total

 12,753,540

 38.02
 %

 Total control investments

 27,353,273

 18,581,422

 58.24
 %

 Non-control/non-affiliate investments

 Performance Alloys, LLC

 Houston, TX

 Second
Lien Loan, 10 % Cash, due 4 % PIK, due 12/31/2026 (3) (6)

 Nickel Pipe,
Fittings & Flanges

 7/01/2016

 $
 6,916,339

 6,916,339

 6,916,339

 21.68
 %

 Membership Interest – Class B (4) (6)

 7/01/2016

 25.97
 %

 5,131,090

 4,237,192

 13.28
 %

 Total

 12,047,429

 11,153,531

 34.96
 %

 The accompanying notes are an integral part of these financial statements.

 F- 10

31, 2023

 (Continued)

 Headquarters / Industry

 Acquisition Date

 Principal Amount/Shares/

 % Ownership

 Amortized Cost

 Fair

Value (1)

 % of

 Non-control/non-affiliate investments (continued)

 Total non-control/non-affiliate investments

 12,047,429

 11,153,531

 34.96
 %

 39,400,702

 93.20
 %

 $
 39,400,702

 $

 93.20
 %

 (1)
 See Note 5 of the Notes to Financial Statements for a discussion
of the methodologies used to value securities in the portfolio.

 (2)
 Investment is on non-accrual status.

 (3)
 Represents a security with a payment-in-kind ("PIK") component. At the option of the issuer, interest can be paid in cash or cash and PIK. The percentage of PIK shown is the maximum PIK that can be elected by the portfolio company.

 (4)
 Investment is non-income producing as of December 31, 2023.

 (5)
 Represents an illiquid investment. At December 31, 2023,
100% of the total fair value of portfolio investments are illiquid. All of the Company's portfolio investments are generally subject
to restrictions on resale as "restricted securities."

 (6)
 Represents an investment valued using significant unobservable
inputs.

 The accompanying notes are an integral part of these financial statements.

 F- 11

31, 2023

 (Continued)

 The following tables show the fair value
of our portfolio of investments (excluding U.S. Treasury Bills) by geography and industry as of December 31, 2023.

 December 31, 2023

 Geography

 Investments at Fair Value

 Percentage of Net Assets

 United States

 $

 93.20
 %

 Total

 $

 93.20
 %

 December 31, 2023

 Industry

 Investments at Fair Value

 Percentage of Net Assets

 Casual Dining

 $

 38.02
 %

 Nickel Pipe, Fittings and Flanges

 11,153,531

 34.96

 Staffing

 14.84

 Energy Services

 4.84

 Medical Business Services

 0.54

 Total

 $

 93.20
 %

 The accompanying notes are an integral part of these financial statements.

 F- 12

 NOTE 1 – NATURE OF OPERATIONS

 References herein to "we", "us"
or "our" refer to Princeton Capital Corporation (the "Company" or "Princeton Capital"), unless the
context specifically requires otherwise.

 Princeton Capital Corporation, a Maryland corporation,
was incorporated under the general laws of the State of Maryland on July 25, 2013. We are a non-diversified, closed-end investment company
that has filed an election to be regulated as a business development company ("BDC"), under the Investment Company Act of
1940, as amended (the "1940 Act"). A goal of a BDC is to annually qualify and elect to be treated as a regulated investment
company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Company,
however, did not meet the requirements to qualify as a RIC for the 2024 tax year and will be taxed as a corporation under Subchapter C
of the Code and does not expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved. While
we have sought to invest primarily in private small and lower middle-market companies in various industries through first lien loans,
second lien loans, unsecured loans, unitranche and mezzanine debt financing, often times with a corresponding equity investment, we are
now (with a strategic alternatives process underway and limited resources) investing only in current investments and otherwise conserving
cash. Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation
through debt and related equity investments.

 Prior to March 13, 2015, Princeton Capital's
predecessor operated under the name Regal One Corporation ("Regal One"). Regal One had been located in Scottsdale, Arizona,
and was a Florida corporation initially incorporated in 1959 as Electro-Mechanical Services Inc. Since inception, Regal One had been involved
in several industries. In 1998, Electro-Mechanical Services Inc. changed its name to Regal One Corporation.

 On March 7, 2005, Regal One's board of directors
determined it was in the shareholders' best interest to change the focus of its operations to providing financial consulting services
through its network of advisors and professionals and to be regulated as a BDC under the 1940 Act. On September 16, 2005, Regal One filed
a Form N54A (Notification of Election by Business Development Companies) with the Securities and Exchange Commission ("SEC"),
which transformed Regal One into a BDC in accordance with Sections 55 through 65 of the 1940 Act. Regal One reported as an operating BDC
from March 31, 2006 until March 13, 2015 and since March 13, 2015 (following the Reincorporation described below) Princeton Capital has
reported as an operating BDC.

 On December 27, 2017, the Board approved (specifically
in accordance with Rule 15a-4(b)(1)(ii) of the Investment Company Act) and authorized the Company to enter into an Interim Investment
Advisory Agreement between the Company and House Hanover, LLC, a Delaware limited liability company ("House Hanover") (the
"Interim Investment Advisory Agreement"), in accordance with Rule 15a-4 of the Investment Company Act. The effective date
of the Interim Investment Advisory Agreement was January 1, 2018.

 On April 5, 2018, the Board, including a majority
of the independent directors, conditionally approved the Investment Advisory Agreement between the Company and House Hanover (the "House
Hanover Investment Advisory Agreement") subject to the approval of the Company's stockholders at the 2018 Annual Meeting of
Stockholders. The House Hanover Investment Advisory Agreement replaced the Interim Investment Advisory Agreement. On May 30, 2018, the
Company's stockholders approved the House Hanover Investment Advisory Agreement. The effective date of the House Hanover Investment
Advisory Agreement was May 31, 2018. The House Hanover Investment Advisory Agreement was last annually renewed by the Board and by a majority
of the members of the Board who are not parties to the House Hanover Investment Adivsory Agreement or "interested persons"
(as such term is defined in the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act and the House Hanover
Investment Advisory Agreement on May 9, 2024.

 Since January 1, 2018, House Hanover has acted
as our investment advisor under the Interim Investment Advisory Agreement (from January 1, 2018 until May 31, 2018) and the House Hanover
Investment Advisory Agreement (since May 31, 2018).

 F- 13

 On November 15, 2019, our Board announced that
the Company has initiated a strategic review process to identify, examine, and consider a range of strategic alternatives available to
the Company, including but not limited to, (i) selling the Company's assets to a business development company or other potential
buyer, (ii) merging with another business development company, (iii) liquidating the Company's assets in accordance with a plan
of liquidation, (iv) raising additional funds for the Company, or (v) otherwise entering into another business combination, with the objective
of maximizing stockholder value. As of December 31, 2024 and through the date of filing this Annual Report, the Company has not entered
into any strategic alternative and the strategic process remains ongoing.

 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). In accordance
with Regulation S-X under the Securities Act of 1933 and Securities Exchange Act of 1934, the Company does not consolidate portfolio company
investments. The accounting records of the Company are maintained in U.S. dollars. As an investment company, as defined by the 1940 Act,
the Company follows investment company accounting and reporting guidance of Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") Topic 946, "Financial Services - Investment Companies," which is U.S.
GAAP.

 Use of Estimates

 The preparation of financial statements in conformity
with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of income and expenses during the reporting period. Changes in the economic
environment, financial markets, creditworthiness of our portfolio companies and any other parameters used in determining these estimates
could cause actual results to differ. It is likely that changes in these estimates will occur in the near term. The Company's estimates
are inherently subjective in nature and actual results could differ materially from such estimates.

 Portfolio Investment Classification

 The Company classifies its investments in accordance
with the requirements of the 1940 Act. Under the 1940 Act, "Control Investments" are defined as investments in companies in
which the Company owns more than 25 % of the voting securities or maintains greater than 50 % of the board representation. Under the 1940
Act, "Affiliated Investments" are defined as those non-control investments in companies in which the Company owns between
 5 % and 25 % of the voting securities. Under the 1940 Act, "Non-affiliated Investments" are defined as investments that are
neither Control Investments nor Affiliated Investments. As of December 31, 2024, the Company had control investments in Advantis Certified
Staffing Solutions, Inc., PCC SBH Sub, Inc., Rockfish Holdings, LLC, and Rockfish Seafood Grill, Inc. as defined under the 1940 Act. As
of December 31, 2023, the Company had control investments in Advantis Certified Staffing Solutions, Inc., PCC SBH Sub, Inc., Rockfish
Holdings, LLC, Rockfish Seafood Grill, Inc., Integrated Medical Partners, LLC and Dominion Medical Management, Inc. as defined under the
1940 Act.

 Investments are recognized when we assume an obligation
to acquire a financial instrument and assume the risks for gains or losses related to that instrument. Investments are derecognized when
we assume an obligation to sell a financial instrument and forgo the risks for gains and losses related to that instrument. Specifically,
we record all security transactions on a trade date basis. Investments in other non-security financial instruments, such as limited partnerships
or private companies, are recorded on the basis of subscription date or redemption date, as applicable. Amounts for investments recognized
or derecognized but not yet settled are reported as receivables for investments sold or payable for investments acquired, respectively,
in the Statements of Assets and Liabilities.

 F- 14

 Valuation of Investments

 In accordance with U.S. GAAP, fair value is defined
as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly
transaction between market participants at the measurement date.

 In determining fair value, our board of directors
uses various valuation approaches. In accordance with U.S. GAAP, ASC 820 establishes a fair value hierarchy for inputs and is used in
measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most
observable inputs be used when available.

 Observable inputs are those that market participants
would use in pricing the asset or liability based on market data obtained from sources independent of the board of directors. Unobservable
inputs reflect our board of director's assumptions about the inputs market participants would use in pricing the asset or liability
developed based on the best information available in the circumstances.

 With respect to investments for which market quotations
are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:

 Our quarterly valuation process begins with each portfolio company or investment being initially valued
by an independent valuation firm, except for those investments where market quotations are readily available;

 Preliminary valuation conclusions are then documented and discussed with our senior management and our investment advisor;

 The valuation committee of our board of directors then reviews these preliminary valuations and approves
them for recommendation to the board of directors; and

 The board of directors then discusses valuations and determines the fair value of each investment in our
portfolio in good faith, based on the input of our investment advisor, the independent valuation firm and the valuation committee.

 U.S. GAAP establishes a framework for measuring
fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to
valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement
falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy
are as follows:

 Level 1 — Valuations based on
unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments
and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly
available in an active market, valuation of these securities does not entail a significant degree of judgment.

 Level 2 — Valuations based on
quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 Level 3 — Valuations based on
inputs that are unobservable and significant to the overall fair value measurement.

 The availability of valuation techniques and observable
inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security
is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation
is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.
Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances
that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher
or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment
exercised by the board of directors in determining fair value is greatest for securities categorized in Level 3. In certain cases, the
inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes,
the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest
level input that is significant to the fair value measurement. For the fair value measurements as of December 31, 2024, there were no
changes in the valuation technique for the Company's investments from the prior quarter.

 F- 15

 Fair value is a market-based measure considered
from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily
available, the Company's own assumptions are set to reflect those that market participants would use in pricing the asset or liability
at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation.
In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause
a security to be reclassified to a lower level within the fair value hierarchy.

 Valuation Processes

 The Company establishes valuation processes and
procedures to ensure that the valuation techniques for investments that are categorized within Level 3 of the fair value hierarchy are
fair, consistent, and verifiable. The Company's board of directors designates a Valuation Committee (the "Committee")
to oversee the entire valuation process of the Company's Level 3 investments. The Committee is comprised of independent directors
and reports to the Company's board of directors. The Committee is responsible for developing the Company's written valuation
processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application
of the valuation policies.

 The Committee meets on a quarterly basis, or more
frequently as needed, to determine the valuations of the Company's Level 3 investments. Valuations determined by the Committee are
required to be supported by market data, third-party pricing sources, industry accepted pricing models, counterparty prices, or other
methods that the Committee deems to be appropriate.

 The Company will periodically test its valuations
of Level 3 investments through performing back testing of the sales of such investments by comparing the amounts realized against the
most recent fair values reported, and if necessary, uses the findings to recalibrate its valuation procedures. On a quarterly basis, the
Company engages the services of a nationally recognized third-party valuation firm to perform an independent valuation of the Company's
Level 3 investments. This valuation firm provides a range of values for selected investments, which is presented to the Valuation
Committee to determine the value for each of the selected investments.

 Investment Valuation

 We expect that most of our portfolio investments
will take the form of securities that are not publicly traded. The fair value of loans, securities and other investments that are not
publicly traded may not be readily determinable, and we will value these investments at fair value as determined in good faith by our
board of directors, including reflecting significant events affecting the value of our investments. Most, if not all, of our investments
(other than cash and cash equivalents) will be classified as Level 3 under FASB ASC 820, "Fair Value Measurements and Disclosures."
This means that our portfolio valuations will be based on unobservable inputs and our own assumptions about how market participants would
price the asset or liability in question. We expect that inputs into the determination of fair value of our portfolio investments will
require significant management judgment or estimation. Even if observable market data are available, such information may be the result
of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an
actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability
of such information. We expect to retain the services of one or more independent service providers to review the valuation of these loans
and securities. The types of factors that the board of directors may take into account in determining the fair value of our investments
generally include, as appropriate, comparison to publicly traded securities including such factors as yield, maturity and measures of
credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company's
ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other
relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain,
may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the
values that would have been used if a ready market for these loans and securities existed. Our net asset value could be adversely affected
if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon
the disposal of such loans and securities.

 F- 16

 We will adjust the valuation of our portfolio
quarterly to reflect our board of directors' determination of the fair value of each investment in our portfolio. Any changes in
fair value are recorded in our statements of operations as net change in unrealized gain or loss on investments.

 Debt Securities

 The Company's portfolio consists primarily
of first lien loans, second lien loans, and unsecured loans. Investments for which market quotations are readily available ("Level
2 Loans") are generally valued using market quotations, which are generally obtained from an independent pricing service or broker-dealers.
For other debt investments ("Level 3 Loans"), market quotations are not available and other techniques are used to determine
fair value. The Company considers its Level 3 Loans to be performing if the borrower is not in default, the borrower is remitting payments
in a timely manner, the loan is in covenant compliance or is otherwise not deemed to be impaired. In determining the fair value of the
performing Level 3 Loans, the Board considers fluctuations in current interest rates, the trends in yields of debt instruments with similar
credit ratings, financial condition of the borrower, economic conditions, success and prepayment fees, and other relevant factors, both
qualitative and quantitative. In the event that a Level 3 Loan instrument is not performing, as defined above, the Board may evaluate
the value of the collateral utilizing the same framework described above for a performing loan to determine the value of the Level 3 Loan
instrument.

 Equity Investments

 Our equity investments, including common stock,
membership interests, and warrants, are generally valued using a market approach and income approach. The income approach utilizes primarily
the discount rate to value the investment whereas the primary inputs for the market approach are the earnings before interest, taxes,
depreciation and amortization ("EBITDA") multiple and revenue multiples. The Black-Scholes Option Pricing Model, a valuation
technique that follows the income approach, is used to allocate the value of the equity to the investment. The pricing model takes into
account the contract terms (including maturity) as well as multiple inputs, including time value, implied volatility, equity prices, risk
free rates, and interest rates.

 Valuation of Other Financial Instruments

 The carrying amounts of the Company's other
non-investment financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses, approximate fair value
due to their short-term nature.

 Cash, Cash Equivalents and Restricted Cash

 The Company deposits its cash and restricted cash
in financial institutions and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insured limit; however,
management does not believe it is exposed to any significant credit risk. Cash equivalents are short-term, highly liquid investments that
are readily convertible to known amounts of cash and present insignificant risk of changes in value.

 The following table provides a reconciliation
of cash and restricted cash reporting within the Statements of Assets and Liabilities that sum to the total of the same such amounts shown
in the Statements of Cash Flows:

 2024

 2023

 Cash and Cash Equivalents

 $
 1,290,864

 $
 1,937,768

 Restricted Cash

 5,000

 41,891

 Total Cash, Cash Equivalents and Restricted Cash

 $
 1,295,864

 $
 1,979,659

 F- 17

 As of December 31, 2024 and 2023, restricted cash
consisted of cash held for deposit with law firms that represented the Company in its litigation with Great Value Storage, LLC and an
appeal on a matter incurred in the normal operating course of business. The deposit held for by the law firm representing the Company
in its litigation with Great Value Storage, LLC was returned on October 9, 2024 in the amount of $ 27,758.

 U.S. Treasury Bills

 At the end of each fiscal quarter, we may take
proactive steps to be in compliance with the RIC diversification requirements under Subchapter M of the Code, which are dependent upon
the composition of our total assets at quarter end. We may accomplish this in several ways, including purchasing U.S. Treasury Bills and
closing out positions after quarter-end. As of December 31, 2024 and December 31, 2023, the Company did not purchase any U.S. Treasury
Bills. The Company does not expect to meet the qualifications of a RIC nor anticipate buying U.S. Treasury Bills until such time as certain
strategic alternatives are achieved.

 Revenue Recognition

 Realized gains or losses on the sale of investments
are calculated using the specific identification method. The Company measures realized gains or losses by the difference between the net
proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation
previously recognized, but considering unamortized upfront fees and prepayment penalties.

 Interest income, adjusted for amortization of
premium and accretion of discount, is recorded on an accrual basis. Origination, closing and/or commitment fees associated with senior
and subordinated secured loans are accreted into interest income over the respective terms of the applicable loans. Upon the prepayment
of a senior or subordinated secured loan, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded
as interest income. Generally, when a payment default occurs on a loan in the portfolio, or if the Company otherwise believes that the
borrower will not be able to make contractual interest payments, the Company may place the loan on non-accrual status and cease recognizing
interest income on the loan until all principal and interest is current through payment, or until a restructuring occurs, and the interest
income is deemed to be collectible. The Company may make exceptions to this policy if a loan has sufficient collateral value, is in the
process of collection or is viewed to be able to pay all amounts due if the loan were to be collected on through an investment in or sale
of the business, the sale of the assets of the business, or some portion or combination thereof.

 Dividend income is recorded on the ex-dividend
date.

 Structuring fees, excess deal deposits, prepayment
fees and similar fees are recognized as income as earned, usually when paid.

 Other fee income from investment sources can include
loan fees, annual fees or monitoring fees from our portfolio investments and are included in other income from non-control/non-affiliate
investments and other income from affiliate investments. Income from such sources for the years ended December 31, 2024, 2023 and 2022
was $ 13,953, $ 8,140 and $ 17,996, respectively.

 Other income from non-investment sources is generally
comprised of interest income earned on cash held in a bank account. For the year ended December 31, 2024, $ 90,866 of the other income
from non-investment sources resulted from the reversal of accrued legal fees from prior periods that were determined to no longer be payable.
For the year ended December 31, 2022, $ 24,000 of the other income from non-investment sources resulted from the reversal of accrued administration
fees from prior periods.

 Payment-in-Kind ("PIK") Interest

 We have investments in our portfolio that contain
a PIK interest provision. Any PIK interest is added to the principal balance of such investments and is recorded as income, if the portfolio
company valuation indicates that such PIK interest is collectible. For the years ended December 31, 2024, 2023 and 2022, PIK interest
was $ 318,417, $ 166,339 and $ 0, respectively. In order to qualify as a RIC, substantially all of this income must be paid out to stockholders
in the form of dividends, even if we have not collected any cash.

 F- 18

 Net Change in Unrealized Gain or Loss

 Net change in unrealized gain or loss will reflect
the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation
or depreciation, when gains or losses are realized.

 Legal Fees

 Legal fees invoiced to the Company for the years
ended December 31, 2024, 2023 and 2022, were incurred in the normal operating course of business and are included in legal fees on the
Statements of Operations.

 Federal and State Income Taxes

 The Company was taxed as a regular corporation
(a "C corporation") under subchapter C of the Internal Revenue Code of 1986, as amended (the "Code"), for its
2023 and 2022 taxable years. The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities
are recorded for tax loss carryforwards and temporary differences between the tax basis of assets and liabilities and their reported amounts
in the financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse.
A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred
tax assets will not be realized.

 The Company did not meet the qualifications of
a RIC for the 2023 and 2022 tax years and was taxed as a corporation under the Code. For the 2023 tax year, the Company used available
net operating loss carryforwards to reduce taxable income. A portion of the net operating loss carryforwards could only be used to offset
 80 % of the taxable income, which resulted in a federal tax expense of $ 54,019 for the year ended December 31, 2023. The failure to qualify
as a RIC did not impact the 2022 tax year as the Company incurred tax losses. As a result of the losses incurred for the year ended December
31, 2022, the Company intends to carry forward the net operating losses to future periods in which the Company generates taxable income
to reduce its tax liability.

 The Company did not meet the qualifications of
a RIC for the 2024 tax year and will be taxed as a corporation under the Code. It may not be in the best interests of the Company's
stockholders to elect to be taxed as a RIC at the present time due to the net operating losses and capital loss carryforwards the Company
currently has. Further, we do not expect to meet the qualifications of a RIC until such time as certain strategic alternatives are achieved.
Management will make a determination that is in the best interests of the Company and its stockholders.

 In order to qualify as a RIC, among other things,
the Company is required to distribute to its stockholders on a timely basis at least 90 % of investment company taxable income, as defined
by the Code, for each year. So long as the Company achieves its status as a RIC, it generally will not pay corporate-level U.S. federal
and state income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
Rather, any tax liability related to income earned by the Company will represent obligations of the Company's investors and will
not be reflected in the financial statements of the Company. While the Company does not expect to meet the qualifications of a RIC until
such time as certain strategic alternatives are achieved, it can still declare a dividend even though it is not required to do so.

 The Company evaluates tax positions taken or expected
to be taken while preparing its financial statements to determine whether the tax positions are "more-likely-than-not" of
being sustained by the applicable tax authority. The Company recognizes the tax benefits of uncertain tax positions only where the position
has met the "more-likely-than-not" threshold. The Company classifies penalties and interest associated with income taxes,
if any, as income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on
factors including, but not limited to, ongoing analyses of tax laws, regulations and interpretations thereof.

 F- 19

 Dividends and Distributions

 Dividends and distributions to common stockholders
are recorded on the ex-dividend date. The amount, if any, to be paid as a dividend is approved by our board of directors each quarter
and is generally based upon our management's estimate of our earnings for the quarter.

 For the year ended December 31, 2022, the Company
declared and paid a cash dividend of $ 0.075 per share of common stock on or about December 1, 2022 to stockholders of record as of the
close of business on November 21, 2022.

 For the years ended December 31, 2024 and 2023,
no dividends were declared or distributed to stockholders.

 Per Share Information

 Basic and diluted earnings (loss) per common share
is calculated using the weighted average number of common shares outstanding for the period presented.

 Basic earnings (loss) per share is computed by
dividing earnings (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss)
per share is computed by dividing earnings (loss) per share by the weighted average number of shares outstanding, plus, any potentially
dilutive shares outstanding during the period. For the years ended December 31, 2024, 2023 and 2022, basic and diluted earnings (loss)
per share were the same, since there were no potentially dilutive securities outstanding.

 Capital Accounts

 Certain capital accounts, including undistributed
net investment income, accumulated net realized gain or loss, accumulated net unrealized gain or loss, and paid-in capital in excess of
par, are adjusted, at least annually, for permanent differences between book and tax. 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.

 Recent Accounting Pronouncements

 In
March 2022, the FASB issued Accounting Standards Update (" ASU")
2022-02, "Financial Instruments - Credit Losses (Topic 326)", which is intended to address issues identified during the post-implementation
review of ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments".
The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40,
"Receivables - Troubled Debt Restructurings by Creditors", while enhancing disclosure requirements for certain loan refinancings
and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual
periods beginning after December 15, 2022. The Company has evaluated and will continue to evaluate the impact of the adoption of ASU 2022-02
on its financial statements and disclosures. Presently, the adoption of ASU 2022-02 has no impact on the Company's financial statements
and disclosures.

 In June 2022, the FASB issued ASU No. 2022-03,
"Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,"
which changed the fair value measurement disclosure requirements of ASC Topic 820, "Fair Value Measurements and Disclosures."
The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account
of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as
a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning
in 2024, including interim periods therein. Early application is permitted. The Company has evaluated and will continue to evaluate the
impact the adoption of this new accounting standard, but the adoption has not had any impact on the Company's financial statements.

 F- 20

 In November 2023, the FASB issued ASU No. 2023-07,
"Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures." An operating segment is a component of an
entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are reviewed regularly
by the chief operating decision-maker, and for which discrete financial information is available. The Company operates under one operating
segment and reporting unit, investment management. The Company's chief operating decision-maker is our interim chief executive officer,
who is responsible for determining our investment strategy, capital allocation, expense allocation, expense structure and significant
transactions. The Company's adoption of ASU No. 2023-07 impacted its financial statement disclosures, but did not impact the financial
position or results of its operations. This update is effective beginning with our 2024 fiscal year annual reporting period, with early
adoption permitted.

 NOTE 3 – CONCENTRATION OF CREDIT RISK

 In the normal course of business, the Company
maintains its cash balances in financial institutions, which at times may exceed federally insured limits. The Company is subject to credit
risk to the extent any financial institution with which it conducts business is unable to fulfill contractual obligations on its behalf.
Management monitors the financial condition of such financial institutions and does not anticipate any losses from these counterparties.

 NOTE 4 – NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS PER COMMON SHARE

 The following information sets forth the computation
of basic and diluted net increase (decrease) in net assets resulting from operations per common share for the years ended December 31,
2024, 2023, and 2022.

 Year Ended December 31,

 2024

 2023

 2022

 Per Share Data (1):

 $
)

 $
)

 $
 6,646,925

 Weighted average shares outstanding for year

 Basic

 Basic and diluted net increase (decrease) in net assets resulting from operations per common share

 Basic

 $
 ( 0.090
)

 $
)

 $
 0.055

 $
 ( 0.090
)

 $
)

 $
 0.055

 (1)
 Per share data based on weighted average shares outstanding.

 NOTE 5 – FAIR VALUE OF INVESTMENTS

 The Company's assets recorded at fair value
have been categorized based upon a fair value hierarchy in accordance with ASC Topic 820, "Fair Value Measurements and Disclosures"
("ASC 820"). See Note 2 for a discussion of the Company's policies.

 The following tables presents information about
the Company's assets measured at fair value as of December 31, 2024 and 2023:

 As of December 31, 2024

 Level 1

 Level 2

 Level 3

 Total

 Portfolio Investments

 $
 -

 $
 -

 $

 $

 -

 -

 -

 -

 -

 -

 $
 -

 $
 -

 $

 $

 As of December 31, 2023

 Level 1

 Level 2

 Level 3

 Total

 Portfolio Investments

 $
 -

 $
 -

 $

 $

 -

 -

 -

 -

 -

 -

 $
 -

 $
 -

 $

 $

 F- 21

 During the years ended December 31, 2024 and 2023,
there were no transfers between Level 1, Level 2 and Level 3. During the year ended December 31, 2024, the Company advanced $ 80,000 under
its loan agreement with PCC SBH Sub, Inc.

 The tables below present additional information
about Level 3 assets measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions
that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level
3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable
(e.g., changes in unobservable long-dated volatilities) inputs.

 Changes in Level 3 assets measured at fair value for the year ended
December 31, 2024 are as follows:

 First Lien
 Loans

 Second

Lien Loans

 Unsecured

 Loans

 Total

 Fair value at beginning of year

 $

 $

 $
 -

 $

 $

 Purchases of investments

 -

 -

 -

 Sales or repayment of investments

 ( 192,932
)

 -

 -

 -

 ( 192,932
)

 Payment-in-kind interest

 -

 318,417

 -

 -

 318,417

 Change in unrealized loss on investments

 ( 1,014,333
)

 ( 3,983,100
)

 -

 ( 175,491
)

 ( 5,172,924
)

 Realized loss on investments

 ( 1,323,212
)

 -

 -

 ( 4,226,523
)

)

 Fair value at end of year

 $

 $

 $
 -

 $

 $

 Change in unrealized loss on Level 3 investments still held as
of December 31, 2024

 $
 ( 2,357,078
)

 $
 ( 3,983,100
)

 $
 -

 $
 ( 4,402,014
)

 $
 ( 10,742,192
)

 Changes in Level 3 assets measured at fair value for the year ended
December 31, 2023 are as follows:

 First Lien
 Loans

 Unsecured

Loans

 Total

 Fair value at beginning of year

 $
 13,144,967

 $
 10,976,647

 $
 -

 $
 6,442,474

 $
 30,564,088

 Sales or repayment of investments

 -

 -

 -

 -

 -

 Payment-in-kind interest

 -

 166,339

 -

 -

 166,339

 Realized loss on investments

 -

 -

 -

)

)

 Change in unrealized gain (loss) on investments

 ( 843,527
)

 509,494

 -

 ( 660,241
)

 ( 994,274
)

 Transfers in/out

 -

 -

 -

 -

 -

 Fair value at end of year

 $

 $

 $
 -

 $

 $

 Change in unrealized gain (loss) on Level 3
 investments still held as of December 31, 2023

 $
 ( 843,527
)

 $
 509,494

 $
 -

 $
 ( 660,241
)

 $
 ( 994,274
)

 F- 22

 The following table provides quantitative information
regarding Level 3 fair value measurements as of December 31, 2024:

 Description

 Valuation Technique (1)

 Unobservable
 Inputs

 Range (Average (2))

 $
 9,770,963

 EV / STORE LEVEL EBITDAR

 4.75x-5.25x(5.00x)

 Location Value

 $1,300,000-$1,500,000 ($1,400,000)

 Appraisal Value Coverage

 Cost Approach

 $1,323,000-$1,617,000
($1,470,000)

 Sales Comparison Approach

 $1,395,000-$1,705,000 ($1,550,000)

 Total

 4,874,360

 EV / LTM Revenue

 0.37x-0.42x (0.40)

 EV / PF Revenue

 1.05x-1.15x (1.10x)

 3,113,437

 Net Orderly Liquidation Value

 Total Asset Value Recovery Rate

 54%-86% (70%)

 Total

 Unsecured Loans

 -

 EV / LTM Revenue

 0.37x-0.42x (0.40x)

 Total

 -

 -

 EV / LTM Revenue

 0.37x-0.42x (0.40x)

 EV / PF Revenue

 1.05x-1.15x (1.10x)

 EV / Store level EBITDAR
Location Value

 4.75x-5.25x (5.00x)
$1,300,000-$1,500,000 ($1,400,000)

 -

 Net Orderly Liquidation Value

 Total Asset Value Recovery Rate

 54%-86% (70%)

 Appraisal Value Coverage

 Cost Approach

 $1,323,000-$1,617,000 ($1,470,000)

 Sales Comparison Approach

 $1,395,000-$1,705,000 ($1,550,000)

 Total

 Total Level 3 Investments

 $

 (1)
 There were no changes in the valuation technique for the
Company's investments from the prior quarter.

 (2)
 The average represents the arithmetic average of the unobservable
inputs and is not weighted by the relative fair value.

 F- 23

 The Company had no other remaining Level 3 investments.

 The following table provides quantitative information
regarding Level 3 fair value measurements as of December 31, 2023:

 Description

 Valuation Technique (1)

 Unobservable
 Inputs

 Range (Average (2))

 $

 EV / Store level EBITDAR

 5.25x-5.75x (5.50x)

 Location Value

 $1,425,000-$1,625,000 (1,525,000)

 Total

 EV / Run Rate Revenue

 0.37x-0.42x (0.39x)

 EV / PF EBITDA

 5.50x-6.50x (6.00x)

 Total

 Unsecured Loans

 -

 EV / Run Rate Revenue

 0.37x-0.42x (0.39x)

 Total

 -

 4,237,192

 EV / Run Rate Revenue

 0.37x-0.42x (0.39x)

 EV / PF EBITDA

 5.50x-6.50x (6.00x)

 EV / Store level EBITDAR

 5.25x-5.75x (5.50x)

 Location Value

 $1,425,000-$1,625,000 ($1,525,000)

 Cost Approach

 $1,413,000-$1,727,000 (1,570,000)

 Appraisal Value Coverage

 Sales Comparison Approach

 $1,440,000-$1,760,000 ($1,600,000)

 Total

 Total Level 3 Investments

 $
 29,561,554

 (1)
 There were no changes in the valuation technique for the
Company's investments from the prior quarter.

 (2)
 The average represents the arithmetic average of the unobservable
inputs and is not weighted by the relative fair value.

 One of the Company's remaining Level 3 investments,
valued at $ 173,399, was an investment in a portfolio company that ceased operations in the 2nd quarter of 2022. This value consisted of
an estimate of remaining cash available to distribute to priority lienholders. As a result, there were no unobservable inputs that have
been internally developed by the Company in determining the fair values of this investment as of December 31, 2023.

 As of December 31, 2024 and 2023, respectively,
the Company used a market approach to value certain equity investments as the Company felt this approach better reflected the fair value
of these investments.

 The Company considers all relevant information
that can reasonably be obtained when determining the fair value of Level 3 investments. Due to any given portfolio company's information
rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs
may change. Increases (decreases) in revenue multiples, earnings before interest and taxes ("EBIT") multiples, time to expiration,
and stock price/strike price would result in higher (lower) fair values all else equal. Decreases (increases) in discount rates, volatility,
and annual risk rates, would result in higher (lower) fair values all else equal. The market approach utilizes market value (revenue and
EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Company
carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies.
These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors,
as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent
purchases made by the Company, and tender offers. Refer to "Note 2—Significant Accounting Policies" for more detail.

 F- 24

 The primary significant unobservable input used
in the fair value measurement of the Company's debt securities (first lien loans, second lien loans and unsecured loans), when using
an income approach, is the discount rate. Significant increases (decreases) in the discount rate in isolation would result in a significantly
lower (higher) fair value measurement. In determining the discount rate, for the income (discounted cash flow) or yield approach, the
Company considers current market yields and multiples, portfolio company performance, leverage levels and credit quality, among other
factors in its analysis. Changes in one or more of these factors can have a similar directional change on other factors in determining
the appropriate discount rate to use in the income approach.

 The primary significant unobservable inputs used
in the fair value measurement of the Company's equity investments, when using a market approach, are the EBITDA multiple and revenue
multiple, which is used to determine the Enterprise Value. Significant increases (decreases) in the Enterprise Value in isolation would
result in a significantly higher (lower) fair value measurement. To determine the Enterprise Value for the market approach, the Company
considers current market trading and/or transaction multiples, portfolio company performance (financial ratios) relative to public and
private peer companies and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional
change on other factors in determining the appropriate multiple to use in the market approach.

 The primary unobservable inputs used in the fair
value measurement of the Company's equity investments, when using an option pricing model to allocate the equity value to the investment,
are the discount rate for lack of marketability and volatility. Significant increases (decreases) in the discount rate in isolation would
result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in the volatility in isolation would
result in a significantly higher (lower) fair value measurement. Changes in one or more factors can have a similar directional change
on other factors in determining the appropriate discount rate or volatility to use in the valuation of equity using an option pricing
model.

 NOTE 6 – INCOME TAX

 The Company is currently taxable as a C corporation
and subject to federal and state corporate income taxes. The Company recorded a provision as follows:

 Year Ended December 31,

 2024

 2023

 2022

 Current expense (benefit)

 $
 ( 1,850
)

 $
 64,993

 $

 Deferred expense

 -

 -

 -

 Total income tax expense (benefit)

 $
 ( 1,850
)

 $
 64,993

 $

 The components of deferred tax assets and liabilities
at December 31, 2024, 2023 and 2022 were as follows:

 Deferred tax assets:

 2024

 2023

 2022

 Net operating loss carryforward

 $
 676,170

 $
 641,502

 $
 1,207,956

 Net capital loss carryforwards

 1,683,864

 651,514

 651,262

 Other

 -

 3,476

 3,475

 Basis differences in investments

 1,949,538

 730,130

 117,820

 Total gross deferred tax assets

 4,309,572

 2,026,622

 1,980,513

 Less: Valuation allowance

 ( 4,309,572
)

 ( 2,026,622
)

 ( 1,980,513
)

 Net deferred tax assets

 $
 -

 $
 -

 $
 -

 F- 25

 As of December 31, 2024 and 2023, the total amount
of federal net operating loss carryforwards was approximately $ 3,219,859 and $ 3,054,772, respectively. The federal net operating loss
carryforwards in the amount of $ 3,219,859 will not expire, but can only be used to offset 80 % of taxable income. As of December 31, 2024
and 2023, the total amount of federal capital loss carryforwards was approximately $ 8,018,402 and $ 3,102,446, respectively. The federal
capital loss carryforwards in the amount of $ 3,101,246, $ 1,200 and $ 4,915,956 will expire in 2025, 2028 and 2029, respectively.

 The recognition of a valuation allowance for deferred
taxes requires management to make estimates and judgments about the Company's future profitability which are inherently uncertain.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion
of all of the deferred tax assets will not be realized. Management believes that the likelihood of realizing the benefits of these deductible
differences at December 31, 2024, does not meet the "more likely than not threshold" as defined in ASC 740 – Income
Taxes and thus management has recorded a full valuation allowance.

 For federal and state purposes, a portion of the
Company's net operating loss carryforwards and basis differences may be subject to limitations on annual utilization in case of
a change in ownership, as defined by federal and state law. The amount of such limitations, if any, has not been determined. Accordingly,
the amount of such tax attributes available to offset future profits may be significantly less than the actual amounts of the tax attributes.

 The difference between the tax provision (benefit)
at the statutory federal income tax rate and the tax provision (benefit) was as follows:

 Year
 Ended December,

 2024

 2023

 2022

 Federal statutory tax rate

 21.00
 %

 21.00
 %

 21.00
 %

 Federal payable true up

 -

 -

 -

 State tax, net of federal benefit

 0.01

 ( 7.25
)

 -

 Permanent items

 -

 -

 -

 Capital loss carryforward expiration

 -

 -

 -

 Deferred true-up

 0.03

 ( 30.33
)

 0.29

 Rate change

 -

 -

 -

 Decrease in valuation allowance

 ( 21.02
)

 ( 40.48
)

 ( 21.29
)

 Other

 -

 -

 -

 Effective tax rate

 0.02
 %

 ( 57.06
)%

 -

 %

 The Company did not meet the qualifications of
a RIC for the 2024 tax year and will be taxed as a corporation under Subchapter C of the Code. It may not be in the best interests of
the Company's stockholders to elect to be taxed as a RIC at the present time due to the net operating losses and capital loss carryforwards
the Company currently has. Management will make a determination that is in the best interests of the Company and its stockholders. As
a RIC, the Company generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that the
Company distributes to its stockholders as dividends and claims dividends paid deductions to compute taxable income. A RIC will not be
eligible to utilize net operating losses. However, the net operating losses may become available should the Company disqualify as a RIC
and become a C corporation in the future. In the event that the Company qualifies as a RIC, the Company itself will no longer be required
to recognize deferred tax assets or liabilities.

 In addition to meeting other requirements, the
Company must generally distribute at least 90 % of its investment company taxable income to qualify for the special treatment accorded
to a RIC and, if the Company qualifies, to maintain its RIC status. As part of maintaining RIC status, undistributed taxable income (subject
to a 4 % excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided
such dividends are declared prior to the later of (1) the fifteenth day of the ninth month following the close of that fiscal year or
(2) the extended due date for filing the federal income tax return for that fiscal year.

 F- 26

 The Company did not have any unrecognized tax
benefits as of the period presented herein. The Company identified its major tax jurisdiction as U.S. federal. For the years ended December
31, 2023, and 2022, no income tax expenses or related liabilities for uncertain tax positions were recognized for the Company's
open tax years from inception through 2023. The Company is not aware of any tax positions for which it is reasonably possible that the
total amount of unrecognized tax benefits will change significantly in the next 12 months. The Company files tax returns as prescribed
by the tax laws of the jurisdictions in which it operates. In general, the federal and state income tax returns remain open to examination
by taxing authorities for tax years beginning in 2020 to present.

 On August 16, 2022, the Inflation Reduction Act
of 2022 ("IRA") was signed into law. This legislation includes significant changes relating to tax, climate change, energy and
health care. Among other provisions, the IRA introduces a book minimum tax assessed on financial statement income of certain large corporations
and an excise tax on share repurchases. The Company does not anticipate these provisions will have a material impact on our results of
operations or financial position, when effective.

 NOTE 7 – RELATED PARTY TRANSACTIONS

 House Hanover Investment Advisory Agreement

 House Hanover has served as the Company's
investment advisor since January 1, 2018 pursuant to the Interim Investment Advisory Agreement (until May 31, 2018) and the House Hanover
Investment Advisory Agreement (since May 31, 2018). House Hanover is registered as an investment advisor under the 1940 Act.

 Advisory Services

 House Hanover is registered as an investment advisor
under the 1940 Act and serves as the Company's investment advisor pursuant to the House Hanover Investment Advisory Agreement in
accordance with the 1940 Act. House Hanover is owned by and an affiliate of Mr. Mark DiSalvo, the Company's Interim President, Interim
Chief Executive Officer, and a director of the Company.

 Subject to supervision by the Company's
Board, House Hanover oversees the Company's day-to-day operations and provides the Company with investment advisory services. Under
the terms of the House Hanover Investment Advisory Agreement, House Hanover, among other things, (i) determines the composition and allocation
of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies,
evaluates and negotiates the structure of the investments made by the Company; (iii) executes, closes, services and monitors the Company's
investments; (iv) determines the securities and other assets that the Company shall purchase, retain, or sell; (v) performs due diligence
on prospective portfolio companies; (vi) provides the Company with such other investment advisory, research and related services as the
Company may, from time to time, reasonably require for the investment of its funds; and (vii) if directed by the Board, assists in the
execution and closing of the sale of the Company's assets or a sale of the equity of the Company in one or more transactions. House
Hanover's services under the House Hanover Investment Advisory Agreement may not be exclusive and it is free to furnish similar
services to other entities so long as its services to the Company are not impaired. At the request of the Company, House Hanover,
upon any transition of the Company's investment advisory relationship to another investment advisor or upon any internalization,
shall provide reasonable transition assistance to the Company and any successor investment advisor.

 Management Fee

 Pursuant to the House Hanover Investment Advisory
Agreement, the Company pays House Hanover a base management fee for investment advisory and management services. The cost of the base
management fee is ultimately borne by the Company's stockholders. The House Hanover Investment Advisory Agreement does not contain
an incentive fee component.

 F- 27

 The base management fee is calculated at an annual
rate of 1.00 % of the Company's gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding
cash and cash equivalents net of all indebtedness of the Company for borrowed money and other liabilities of the Company. The base management
fee is payable quarterly in arrears, and determined as set forth in the preceding sentence at the end of the two most recently completed
calendar quarters. The Board may retroactively adjust the valuation of the Company's assets and the resulting calculation of the
base management fee in the event the Company or any of its assets are sold or transferred to an independent third party or the Company
or House Hanover receives an audit report or other independent third party valuation of the Company. To the extent that any such adjustment
increases or decreases the base management fee of any prior period, the Company will be obligated to pay the amount of increase to House
Hanover or House Hanover will be obligated to refund the decreased amount, as applicable.

 Management fees under the House Hanover Investment
Advisory Agreement for the years ended December 31, 2024, 2023 and 2022 were $ 257,384, $ 317,546 and $ 339,328, respectively. As of December
31, 2024 and 2023, management fees of $ 55,286 and $ 78,889, respectively, were payable to House Hanover.

 Incentive Fee

 The Company is not obligated to pay House Hanover
an incentive fee. Incentive fees are a typical component of investment advisory agreements with business development companies.

 Payment of Expenses

 House Hanover bears all compensation expense (including
health insurance, pension benefits, payroll taxes and other compensation related matters) of its employees and bears the costs of any
salaries or directors' fees of any officers or directors of the Company who are affiliated persons (as defined in the 1940 Act)
of House Hanover. However, House Hanover, subject to approval by the Board of the Company, is entitled to reimbursement for the portion
of any compensation expense and the costs of any salaries of any such employees to the extent attributable to services performed by such
employees for the Company. During the term of the House Hanover Investment Advisory Agreement, House Hanover will also bear all of its
costs and expenses for office space rental, office equipment, utilities and other non-compensation related overhead allocable to performance
of its obligations under the House Hanover Investment Advisory Agreement.

 Except as provided in the preceding paragraph
the Company reimburses House Hanover all direct and indirect costs and expenses incurred by it during the term of the House Hanover Investment
Advisory Agreement for (i) due diligence of potential investments of the Company, (ii) monitoring performance of the Company's investments,
(iii) serving as officers of the Company, (iv) serving as directors and officers of portfolio companies of the Company, (v) providing
managerial assistance to portfolio companies of the Company, and (vi) enforcing the Company's rights in respect of its investments
and disposing of its investments; provided, however, that, any third party expenses incurred by House Hanover in excess of $ 50,000 in
the aggregate in any calendar quarter will require advance approval by the Board of the Company.

 In addition to the foregoing, the Company will
also be responsible for the payment of all of the Company's other expenses, including the payment of the following fees and expenses:

 organizational
and offering expenses;

 expenses incurred in valuing the Company's
assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm);

 subject to the guidelines approved by the Board
of Directors, expenses incurred by House Hanover that are payable to third parties, including agents, consultants or other advisors, in
monitoring financial and legal affairs for the Company and in monitoring the Company's investments and performing due diligence
on the Company's prospective portfolio companies or otherwise related to, or associated with, evaluating and making investments;

 interest payable on debt, if any, incurred to
finance the Company's investments and expenses related to unsuccessful portfolio acquisition efforts;

 F- 28

 offerings of the Company's common stock
and other securities;

 administration fees;

 transfer agent and custody fees and expenses;

 U.S. federal and state registration fees of the
Company (but not House Hanover);

 all costs of registration and listing the Company's
shares on any securities exchange;

 U.S. federal, state and local taxes;

 independent directors' fees and expenses;

 costs of preparing and filing reports or other
documents required of the Company (but not House Hanover) by the SEC or other regulators;

 costs of any reports, proxy statements or other
notices to stockholders, including printing costs;

 the costs associated with individual or group
stockholders;

 the Company's allocable portion of the
fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

 direct costs and expenses of administration and
operation of the Company, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors
and outside legal costs; and

 all other non-investment advisory expenses incurred
by the Company regarding administering the Company's business.

 Duration and Termination

 Unless terminated earlier as described below,
the House Hanover Investment Advisory Agreement will continue in effect for a period of one (1) year from its effective date. It will
remain in effect from year to year thereafter if approved annually by the Company's Board or by the affirmative vote of the holders
of a majority of the Company's outstanding voting securities, and, in either case, if also approved by a majority of Company's
directors who are neither parties to the House Hanover Investment Advisory Agreement nor "interested persons" (as defined
under the 1940 Act) of any such party. The House Hanover Investment Advisory Agreement was last annually renewed by the Board and by a
majority of the members of the Board who are not parties to the House Hanover Investment Adivsory Agreement or "interested persons"
(as such term is defined in the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act and the House Hanover
Investment Advisory Agreement on May 9, 2024.

 The House Hanover Investment Advisory Agreement
may be terminated at any time, without the payment of any penalty, (i) upon written notice, effective on the date set forth in such notice,
by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company's directors, or (ii)
upon 60 days' written notice, by House Hanover. The House Hanover Investment Advisory Agreement automatically terminates in the
event of its "assignment," as defined in the 1940 Act.

 Indemnification

 The House Hanover Investment Advisory Agreement
provides that, absent willful misfeasance, bad faith or negligence in the performance of their duties, or by reason of the material breach
or reckless disregard of their duties and obligations under the House Hanover Investment Advisory Agreement, House Hanover and its officers,
managers, employees and members are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including
reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of House Hanover's services
under the House Hanover Investment Advisory Agreement or otherwise as the Company's investment advisor. The amounts payable for
indemnification will be calculated net of payments recovered by the indemnified party under any insurance policy with respect to such
losses.

 F- 29

 At all times during the term of the House Hanover
Investment Advisory Agreement and for one year thereafter, House Hanover is obligated to maintain directors and officers/errors and omission
liability insurance in an amount and with a provider reasonably acceptable to the Board of the Company.

 Administration Services and Service Agreement

 House Hanover is entitled to reimbursement of
expenses under the House Hanover Investment Advisory Agreement for administrative services performed for the Company.

 On January 1, 2018, Princeton Capital Corporation
directly entered into a service agreement with SS&C Technologies Holdings, Inc. (the "Sub-Administrator") to provide certain
administrative services to the Company. In exchange for providing services, the Company pays the Sub-Administrator an asset-based fee
with a $ 151,025 annual minimum as adjusted for any reimbursement of expenses. This annual minimum was amended in the service agreement
on April 20, 2019 and has increased annually by the US Consumer Price Index - All Urban Consumers per the service agreement on July 1st
of each year beginning on July 1, 2020. This asset-based fee will vary depending upon our gross assets, as adjusted, as follows:

 Gross Assets

 Fee

 first $150 million of gross assets

 20 basis points (0.20%)

 next $150 million of gross assets

 15 basis points (0.15%)

 next $200 million of gross assets

 10 basis points (0.10%)

 in excess of $500 million of gross assets

 5 basis points (0.05%)

 Administration fees were $ 259,500, $ 259,500 and
$ 259,500 for the years ended December 31, 2024, 2023 and 2022, respectively, and sub-administration fees were $ 164,377, $ 155,592 and $ 143,799
for the years ended December 31, 2024, 2023 and 2022, respectively, as shown on the Statements of Operations under administration fees.
As of December 31, 2024 and 2023, there were $ 64,875 and $ 64,875, respectively, of administration fees owed to House Hanover, as shown
on the Statements of Assets and Liabilities under due to affiliates.

 Managerial Assistance

 As a BDC,
we offer, and must provide upon request, managerial assistance to our portfolio companies. This assistance could involve monitoring the
operations of our portfolio companies, participating in board of directors and management meetings, consulting with and advising officers
of portfolio companies and providing other organizational and financial guidance. As of December 31, 2022, none of the portfolio companies
had accepted our offer for such services, except for Advantis Certified Staffing Solutions, Inc. ("Advantis"). On May 1, 2022,
Advantis requested one of its directors, Gregory J. Cannella who also serves as our Chief Financial Officer, become the Executive Chair
of Advantis to provide executive authority and leadership in the absence of their former president, who resigned in March 2022. Mr. Cannella
has agreed to take this position and in return will be compensated by Advantis in the amount of $ 5,000 per month. The title and benefits
of this position can be removed at any time by the board of directors of Advantis.

 F- 30

 NOTE 8 – FINANCIAL HIGHLIGHTS

 Year Ended December 31,

 2024

 2023

 2022

 2021

 2020

 Per Share Data (1):

 Net asset value at beginning of period

 $
 0.265

 $
 0.266

 $
 0.286

 $
 0.187

 $
 0.276

 Net investment income (loss)

)

 0.007

 ( 0.006
)

)

 ( 0.005
)

 Change in unrealized gain (loss)

 ( 0.043
)

)

 0.025

 0.106

 ( 0.022
)

 Realized gain (loss)

 ( 0.046
)

 -

 0.036

 -

 ( 0.062
)

 Dividend distribution

 -

 -

 ( 0.075
)

 -

 -

 Net asset value at end of period

 $
 0.175

 $
 0.265

 $
 0.266

 $
 0.286

 $
 0.187

 Total return based on net asset value (2)

 ( 34.0
)%

 ( 0.4
)%

 ( 7.0
)%

 52.9
 %

 ( 32.60
)%

 Weighted average shares outstanding for period, basic

 Ratio/Supplemental Data:

 Net assets at end of period

 $
 21,043,266

 $

 $
 32,083,462

 $
 34,472,992

 $
 22,479,540

 Average net assets

 $
 26,066,545

 $
 32,367,368

 $
 35,317,720

 $
 29,126,862

 $
 25,276,013

 Total operating expenses to average net assets

 5.8
 %

 4.9
 %

 6.6
 %

 6.0
 %

 6.2
 %

 Net operating expenses to average net assets

 5.8
 %

 4.9
 %

 6.6
 %

 6.0
 %

 6.2
 %

 Net operating expenses excluding management fees, incentive fees, and interest expense to average net assets

 4.8
 %

 4.0
 %

 5.6
 %

 5.1
 %

 5.2
 %

 Net investment income (loss) to average net assets

 ( 0.5
)%

 2.5
 %

 ( 2.2
)%

 ( 3.0
)%

 ( 2.7
)%

 Net investment income (loss) to average net assets, excluding other income from non-investment sources

 ( 0.9
)%

 2.5
 %

 ( 2.3
)%

 ( 3.0
)%

 ( 3.0
)%

 Net increase (decrease) in net assets resulting from operations to average net assets

 ( 41.6
)%

 ( 0.6
)%

 18.8
 %

 41.2
 %

 ( 42.7
)%

 Portfolio Turnover

 0.3
 %

 0.0
 %

 32.3
 %

 0.4
 %

 0.4
 %

 (1)
 Financial
highlights are based on weighted average shares outstanding.

 (2)
 Total
return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values
per share in the period. The total returns are not annualized.

 NOTE 9 – COMMITMENTS AND CONTINGENCIES

 In the normal course of business, the Company
may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a
specified period of time. The Company maintains sufficient assets to provide adequate cover to allow it to satisfy its unfunded commitment
amount as of December 31, 2024. The unfunded commitment is accounted for under ASC 820. As of the date of this report, all commitments
have been funded.

 On December 24, 2024, the Company entered into
a Corporate Guaranty Agreement with a new food vendor of Rockfish Seafood Grill, Inc. ("Rockfish") that should provide significant
savings to Rockfish. This guaranty is limited to $ 90,000 and expires on June 1, 2025. As of December 31, 2024, the entire guaranty of
$ 90,000 is still outstanding. The Company does not believe that this guaranty will get called by its expiration date, as Rockfish will
pay outstanding invoices out of its own operations.

 Legal Proceedings

 From time to time, the Company may be a party
to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company's
rights under contracts with its portfolio companies. The Company is not currently subject to any material legal proceedings, nor, to our
knowledge, is any material legal proceeding threatened against us.

 F- 31

 Risks and Uncertainties

 Russia/Belarus Action with Ukraine

 Various social and political circumstances in
the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and
China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with
other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes
and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S.
and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the
Company's operations. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other
restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental
actions, may materially impact the valuation of the portfolio investments and in turn, the net asset value of the Company. The specific
impact on the Company's financial condition, results of operations, and cash flows is not determinable as of the date of these financial
statements.

 NOTE 10 – UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES

 The Company's investments are primarily
in private small and lower middle-market companies. In accordance with Rules 3.09 and 4.08(g) of Regulation S-X, the Company must determine
which of its unconsolidated controlled portfolio companies are considered "significant subsidiaries", if any. On May 21, 2020,
the SEC adopted rule amendments to be effective on January 1, 2021. Under the new rules, a new definition of "significant subsidiary"
was adopted.

 In evaluating these investments, there are now
two tests utilized to determine if any of the Company's control investments are considered significant subsidiaries; the investment
and the income significant tests. The asset significant test was eliminated under the new rules. Rule 3-09 of Regulation S-X, as interpreted
by the SEC, requires the Company to include separate audited financial statements of any unconsolidated majority-owned subsidiary in this
filing if the subsidiary investment value exceeds 20% of the Company's total investments at fair value, the income from the subsidiary
investment exceeds 80% of the Company's change in net assets resulting from operations, or the income from the subsidiary investment
exceeds 20% of the Company's change in net assets resulting from operations and the subsidiary investment value exceeds 5% of the
Company's total investments at fair value. Rule 4-08(g) of Regulation S-X requires summarized financial information of an unconsolidated
subsidiary where the Company owns more than 25% of the voting securities or is otherwise controlled by the Company in this filing if it
does not qualify under Rule 3.09 of Regulation S-X and if the subsidiary investment value exceeds 10% of the Company's total investments
at fair value, the income from the subsidiary investment exceeds 80% of the Company's change in net assets resulting from operations,
or the income from the subsidiary investment exceeds 10% of the Company's change in net assets resulting from operations and the
subsidiary investment value exceeds 5% of the Company's total investments at fair value.

 The Company has determined that Rockfish Seafood
Grill, Inc., a majority owned or control investment, was considered a significant subsidiary at the 20% level at December 31, 2024 as
prescribed under Rule 3-09 of Regulation S-X. The Company has included the audited financial statements of Rockfish Seafood Grill, Inc.
for the year ended December 25, 2024. See "Item 15. Exhibits And Financial Statement Schedules."

 The Company has determined that Advantis Certified
Staffing Solutions, Inc., one of the Company's four majority owned or controlled portfolio companies, was considered a significant
subsidiary at the 10% level at December 31 2024 as prescribed under Rule 4-08(g) of Regulation S-X.

 The following tables show the summarized financial
information for Advantis Certified Staffing Solutions, Inc. (numbers in thousands):

 As
of

 2024

 As
of

2023

 Balance Sheets

 Current Assets

 $
 3,815

 $
 4,021

 Noncurrent Assets

 -

 -

 Current Liabilities

 9,965

 13,280

 Noncurrent Liabilities

 1,382

 -

 2024

 2023

 2022

 Statements of Income

 Net Revenue

 $
 5,420

 $
 7,249

 $
 8,757

 Gross Profit

 1,210

 1,655

 1,694

 Net Income

 1,728

 F- 32

 NOTE 11 – SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

 Quarter Ended

 2024

 September 30,
 2024

 June 30,
 2024

 March 31,
 2024

 Total Investment Income

 $
 420,927

 $
 326,698

 $
 319,654

 $
 316,772

 Total Operating Expenses

 372,385

 352,234

 402,451

 397,468

 Income Tax Expense (Benefit)

 ( 5,206
)

 1,402

 1,402

 Net Investment Income (Loss)

 53,748

 ( 26,938
)

 ( 83,349
)

 ( 82,098
)

 Net Realized Gain (Loss) on Investments

 -

 -

)

 -

 Net Change in Unrealized Appreciation (Depreciation)

 ( 2,135,886
)

 ( 986,123
)

 4,500,937

 ( 6,551,852
)

 Net Decrease in Net Assets Resulting from Operations

 $
 ( 2,082,138
)

 $
 ( 1,013,061
)

 $
 ( 1,132,147
)

 $
 ( 6,633,950
)

 Net Decrease in Net Assets from Operations per Common Share:

 Basic

 $
 ( 0.017
)

 $
)

 $
 ( 0.009
)

 $
 ( 0.055
)

 $
 ( 0.017
)

 $
)

 $
 ( 0.009
)

 $
 ( 0.055
)

 Weighted Average Common Shares Outstanding - Basic

 Weighted Average Common Shares Outstanding - Diluted

2023

 September 30,

2023

 June 30,

2023

 March 31,

2023

 Total Investment Income

 $
 518,826

 $
 513,278

 $
 740,055

 $
 708,734

 Total Operating Expenses

 393,392

 354,352

 419,818

 431,764

 Income Tax Expense

 59,363

 5,456

 -

 Net Investment Income

 66,071

 158,752

 314,781

 276,970

 Net Realized Loss on Investments

)

 -

 -

 -

 Net Change in Unrealized Appreciation (Depreciation)

 ( 919,008
)

 ( 941,952
)

 2,160,718

 ( 1,294,032
)

 Net Increase (Decrease) in Net Assets Resulting from Operations

 $
 ( 854,137
)

 $
 ( 783,200
)

 $
 2,475,499

 $
 ( 1,017,062
)

 Net Increase (Decrease) in Net Assets from Operations per Common Share:

 Basic

 $
)

 $
)

 $
 0.021

 $
)

 $
)

 $
)

 $
 0.021

 $
)

 Weighted Average Common Shares Outstanding - Basic

 Weighted Average Common Shares Outstanding - Diluted

 F- 33

 Quarter Ended

2022

 September 30,

2022

 June 30,

2022

 March 31,

2022

 Total Investment Income

 $
 454,302

 $
 433,260

 $
 425,799

 $
 241,282

 Total Operating Expenses

 490,674

 705,916

 578,244

 558,307

 Income Tax Expense

 -

 -

 -

 Net Investment Loss

 ( 36,372
)

 ( 272,656
)

 ( 152,901
)

 ( 317,025
)

 Net Realized Gain on Investments

 -

 -

 -

 Net Change in Unrealized Appreciation (Depreciation)

 ( 3,407,385
)

 7,255,747

 ( 11,550
)

 ( 779,230
)

 Net Increase (Decrease) in Net Assets Resulting from Operations

 $
 924,540

 $
 6,983,091

 $
 ( 164,451
)

 $
 ( 1,096,255
)

 Net Increase (Decrease) in Net Assets from Operations per Common Share:

 Basic

 $
 0.008

 $
 0.058

 $
)

 $
 ( 0.009
)

 $
 0.008

 $
 0.058

 $
)

 $
 ( 0.009
)

 Weighted Average Common Shares Outstanding - Basic

 Weighted Average Common Shares Outstanding - Diluted

 NOTE 12 – SUBSEQUENT EVENTS

 Portfolio Activity

 On March 13, 2025, the Company entered into an
amendment with Performance Alloys, LLC to waive the existing defaults and amend the minimum fixed charge coverage ratio covenants for
the 2025 fiscal year.

 Other than the event listed above, subsequent
to the year ended December 31, 2024 and through the date of this filing, there was no portfolio activity or other events to report.

 F- 34

 Schedule 12-14

 The table below represents the fair value of control and affiliate
investments at December 31, 2023 and any amortization, purchases, sales, and realized and change in unrealized gain (loss) made to such
investments, as well as the ending fair value as of December 31, 2024.

 Portfolio Company/Type of Investment (1)

 Principal Amount/Shares/
 Ownership % at December 31,
 2024

 Amount of Interest and Dividends Credited in Income

 Fair Value at December 31,

2023

 Purchases (2)

 Sales

 Transfers from Restructuring/
 Transfers into Control Investments

 Change in Unrealized Gains/(Losses)

 Fair Value at December 31,
 2024

 Control Investments

 Second Lien Loan, 12.0 % Cash, due 11/30/2021 (3)

 $

 $
 -

 $

 $
 -

 $
 -

 -

 $
 ( 899,594
)

 $
 3,836,547

 Unsecured loan Consolidated BL Note 6.33 % due 12/31/2027

 $

 87,694

 -

 -

 -

 -

 -

 -

 Common Stock – Series A (3)

 225,000

 -

 -

 -

 -

 -

 -

 -

 Common Stock – Series B (3)

 9,500,000

 -

 -

 -

 -

 -

 -

 -

 Warrant for 250,000 Shares of Series A Common Stock, exercise price $ 0.01 per share, expires 1/1/2027 (3)

 -

 -

 -

 -

 -

 -

 -

 Warrant for 700,000 Shares of Series A Common Stock, exercise price $ 0.01 per share, expires 1/1/2027 (3)

 -

 -

 -

 -

 -

 -

 -

 Dominion Medical Management, Inc.

 First Lien Loan, 12.0 % Cash, 6 % PIK, due 3/31/2020 (2) (3)

 $
 1,516,144

 -

 -

 ( 5,742,667
)

 -

 5,569,268

 -

 Integrated Medical Partners, LLC

 Preferred Membership – Class A units (3)

 -

 -

 -

 -

 -

 -

 -

 Preferred Membership – Class B units (3)

 -

 -

 -

 -

 -

 -

 -

 Common Units (3)

 14,082

 -

 -

 -

 -

 -

 -

 -

 PCC SBH Sub, Inc.

 Common Stock (3)

 -

 -

 -

 -

 ( 164,822
)

 First lien Revolving Loan 10 %, due 5/8/2026 (4)

 -

 -

 Rockfish Seafood Grill, Inc.

 First Lien Loan, 8 % Cash, 6.0 % PIK, due 3/31/2018 (2) (3)

 $

 -

 9,877,041

 -

 -

 -

 ( 2,357,078
)

 7,519,963

 Revolving Loan, 8 % PIK, due 12/31/2027

 $

 183,081

 -

 -

 -

 -

 Rockfish Holdings, LLC

 Warrant for Membership Interest, exercise price $ 0.001 per 1 % membership interest, expires 7/28/2028 (3)

 10.0
 %

 -

 -

 -

 -

 -

 -

 -

 Membership Interest – Class A (3)

 99.997
 %

 -

 -

 -

 -

 -

 -

 -

 Total Control Investments

 $
 270,775

 $
 18,581,422

 $

 $
 ( 5,742,667
)

 $
 -

 $
 2,147,774

 $
 15,066,529

 (1)
 Represents
an illiquid investment.

 (2)
 Includes PIK interest.

 (3)
 Non-income
producing security.

 (4)
 Represents an investment valued using significant unobservable
inputs.

 F- 35

 Schedule 12-14

 The table below represents the fair value of control and affiliate
investments at December 31, 2022 and any amortization, purchases, sales, and realized and change in unrealized gain (loss) made to such
investments, as well as the ending fair value as of December 31, 2023.

 Portfolio Company/Type of Investment (1)

 Principal Amount/Shares/
 Ownership % at December 31, 2023

 Amount of Interest and Dividends Credited in Income

 Fair Value at
 2022

 Purchases (2)

 Sales

 Transfers from Restructuring/
 Transfers into Control Investments

 Change in Unrealized Gains/(Losses)

 Fair Value at
 2023

 Control Investments

 Second Lien Loan, 12.0 % Cash, due 11/30/2021 (3)

 $

 $
 -

 $
 3,656,647

 $
 -

 $
 -

 -

 $
 1,079,494

 $

 Unsecured loan Consolidated BL Note 6.33 % due 12/31/2024

 $

 87,454

 -

 -

 -

 -

 -

 -

 Common Stock – Series A (3)

 225,000

 -

 -

 -

 -

 -

 -

 -

 Common Stock – Series B (3)

 9,500,000

 -

 -

 -

 -

 -

 -

 -

 Warrant for 250,000 Shares of Series A Common Stock, exercise price $ 0.01 per share, expires 1/1/2027 (3)

 -

 -

 -

 -

 -

 -

 -

 Warrant for 700,000 Shares of Series A Common Stock, exercise price $ 0.01 per share, expires 1/1/2027 (3)

 -

 -

 -

 -

 -

 -

 -

 Dominion Medical Management, Inc.

 First Lien Loan, 12.0 % Cash, 6 % PIK, due 3/31/2020 (2) (3)

 $
 1,516,144

 -

 184,999

 -

 -

 -

 ( 11,600
)

 Integrated Medical Partners, LLC

 Preferred Membership – Class A units (3)

 -

 -

 -

 -

 -

 -

 -

 Preferred Membership – Class B units (3)

 -

 -

 -

 -

 -

 -

 -

 Common Units (3)

 14,082

 -

 -

 -

 -

 -

 -

 -

 PCC SBH Sub, Inc.

 Common Stock (3)

 -

 1,698,329

 -

 -

 -

 ( 154,488
)

 Rockfish Seafood Grill, Inc.

 First Lien Loan, 8 % Cash, 6.0 % PIK, due 3/31/2018

 $

 780,841

 10,708,968

 -

 -

 -

 ( 831,927
)

 9,877,041

 Revolving Loan, 8 % PIK, due 12/31/2024

 $

 182,581

 -

 -

 -

 -

 Rockfish Holdings, LLC

 Warrant for Membership Interest, exercise price $ 0.001 per 1 % membership interest, expires 7/28/2028 (3)

 10.0
 %

 -

 -

 -

 -

 -

 -

 -

 Membership Interest – Class A (3)

 99.997
 %

 -

 -

 -

 -

 -

 -

 -

 Total Control Investments

 $
 1,050,876

 $
 18,499,943

 $
 -

 $
 -

 $
 -

 $
 81,479

 $
 18,581,422

 (1)
 Represents
an illiquid investment.

 (2)
 Includes
PIK interest.

 (3)
 Non-income
producing security.

 End of notes to financial statements.

 F- 36

 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 Item 9A. CONTROLS AND PROCEDURES

 We maintain disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed
to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated
to our management, including our principal executive officer and principal financial and accounting officer, as appropriate, to allow
timely decisions regarding required disclosure.

 As required by Rule 13a-15(e) of the Exchange
Act, our management has carried out an evaluation, with the participation and under the supervision of our Interim Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December
31, 2024. Based upon, and as of the date of this evaluation, our Interim Chief Executive Officer and Chief Financial Officer determined
that, because of the material weakness described below, our disclosure controls and procedures were not effective as of December 31, 2024;
however, we have taken remediation efforts such that our disclosure controls and procedures were effective as of the date of filing this
annual report.

 Management's Report on Internal Control
Over Financial Reporting.

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to
the process designed by, or under the supervision of, our principal executive officer and principal financial and accounting officer,
and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting
principles, and includes those policies and procedures that:

 (1)
 pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of our assets;

 (2)
 provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

 (3)
 provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 Our management evaluated the effectiveness of
our internal control over financial reporting as of December 31, 2024. In making this evaluation, management used the framework established
in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The
COSO framework summarizes each of the components of a company's internal control system, including (i) the control environment,
(ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on our evaluation, we determined
that, as of December 31, 2024, our internal control over financial reporting was not effective due to the following material weakness:

 We do not have the proper procedures in place to verify material
information from unconsolidated significant subsidiaries that are required to be included in the Notes to Financial Statements.

 In order to cure the foregoing material weakness,
we have taken or plan to take the following remediation measures:

 We intend to implement proper procedures at all levels, including
hired outside administrators, to properly review and verify information from our unconsolidated significant subsidiaries in order to
ensure proper disclosure for the Notes to Financial Statements.

 - 34 -

 We intend to complete the remediation of the material
weakness discussed above as soon as practicable but we can give no assurance that we will be able to do so. Designing and implementing
an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business
and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately
satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weakness
that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should we
discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation,
as needed.

 All internal control systems, no matter how well
designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

 This annual report does not include an attestation
report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules for non-accelerated
filers by the Securities and Exchange Commission permitting the company to provide only management's report in this annual report.

 Changes in Internal Control over Financial
Reporting

 We regularly review our system of internal control
over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that
we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems,
consolidating activities, and migrating processes.

 Except with respect to the remediated material
weakness described above, there have not been any changes in our internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended December 31, 2024 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B. OTHER INFORMATION

 Rule 10b5-1 Trading Plans

 During the quarter ended December 31, 2024, none
of the Company's directors or Section 16 officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1
trading arrangements.

 Item 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS

 Not Applicable.

 - 35 -

 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

 Director and Executive Officer Information

 The following table sets forth the names, ages
and positions held by each of our directors and executive officers, followed by a brief biography of each individual, including the business
experience of each individual during the past five years and the specific qualifications that led to the conclusion that each individual
should serve as a director.

 Name

 Age

 Position

 Director Since

 Term Expires

 Interested Directors

 Interim Chief Executive Officer, Interim President, and Director

 2016

 2025

 Independent Directors

 Chairman of the Board of Directors

 2016

 2025

 2016

 2025

 2016

 2025

 Executive Officers

 Gregory J. Cannella

 Chief Financial Officer, Secretary, and Treasurer

 Mark S. DiSalvo, 70, serves as our
Interim Chief Executive Officer and Interim President. He was originally elected to the Company's Board on June 9, 2016 and most
recently re-elected to the Board by the Company's stockholders at the 2024 Annual Meeting on December 19, 2024. He is the President
and CEO of Sema4, Inc., a leading global professional services provider of private equity funds-under-management. He has been a senior
executive and entrepreneur at international companies such as Euromoney Institutional Investor and Fairfield Whitney, and was founder
of Hall, Berwick and DiSalvo where he provided funding and management advisory services to zero and first stage entities prior to founding
Sema4. He has extensive experience in private equity, entrepreneurial management, and emerging market strategy, particularly as to underserved
markets and economic development. A frequent speaker at worldwide industry conferences, he is a charter member of the Inner City Economic
Forum. Mr. DiSalvo was educated at the University of Massachusetts, degreed in Political Studies and has earned the professional designations
CPC and CTA. He has been a long-time lecturer at the Johnson School of Business at Cornell University and the Kellogg School of Business
at Northwestern University in their full-time MBA programs where he contributed case studies in private equity, emerging market economics
and cross-border M&A. We believe Mr. DiSalvo's broad experience with private equity funds and early stage growth companies makes
him a well-qualified member of our Board.

 Darren Stainrod, 60, serves as the
Chairman of the Company's Board and was originally elected to the Company's Board on January 18, 2016 and most recently re-elected
to the Board by the Company's stockholders at the 2024 Annual Meeting on December 19, 2024. Mr. Stainrod is a Principal of Marbury
Fund Services (Cayman) Limited ("Marbury"), a fiduciary services company focused on the alternative investment industry and
licensed by the Cayman Islands Monetary Authority. He is registered as a director with the Authority pursuant to the Directors Licensing
and Registration Law, 2014. Prior to joining Marbury, Mr. Stainrod was a Principal at HighWater Limited in Cayman for almost 3 years where
he provided professional director services to hedge funds, fund of funds and private equity vehicles. Before becoming a professional director
in May 2013, Mr. Stainrod spent 18 years at UBS where he was a Managing Director and the Global Head of UBS Alternative Fund Services.
At UBS he had responsibility for the overall management and development of the global hedge fund administration business in seven countries
with more than 300 staff servicing alternative investment funds with over $200 billion in assets under administration. Before joining
UBS, he worked for three years with Coopers & Lybrand in Cayman and four years with Deloitte in the UK. Mr. Stainrod holds a BA (Hons)
in Politics from the University of Reading in the UK. He is a member of the Institute of Chartered Accountants in England and Wales and
the Cayman Islands Institute of Professional Accountants. He is a past Chairman of the Cayman Islands Fund Administrators Association
and is the current Treasurer of AIMA Cayman Chapter. Mr. Stainrod brings to the Board extensive experience as a director of hedge funds,
fund of funds and private equity funds as well as considerable experience in the investment fund industry, all of which provide our Board
with valuable insight. Mr. Stainrod serves as chairman of the Company's Nominating and Corporate Governance Committee and he is
a member of the Company's Audit Committee and the Company's Valuation Committee.

 - 36 -

 Martin Laidlaw, 68, who was originally
elected by the Board on January 18, 2016 and most recently re-elected to the Board by the Company's stockholders at the 2024 Annual
Meeting on December 19, 2024, provides Director Services in and from the Cayman Islands. Martin has over 30 years of experience in the
offshore financial industry and has an extensive range of experience with all forms of investment fund products and has held numerous
directorship positions for a wide variety of offshore fund vehicles. Previously, Mr. Laidlaw was a Director of a Premier Fiduciary Services
Company providing Directorship services. He was also a former Managing Director of a Fund Administration entity. Martin was previously
employed by CIBC Bank and Trust Company (Cayman) Limited from 1989 through 2009. He was appointed Director and Head of Fund Services and
was responsible for leading the fund services team and developing new business and client relationships. Prior to his years at CIBC, he
was employed with KPMG, Cayman Islands where he led various financial services audits. He was a founding member, Director and Treasurer
of the Cayman Islands Fund Administrators Association. Martin graduated from Edinburgh University in Scotland with a Bachelor of Commerce
Degree. He was admitted as a Member of the Institute of Chartered Accountants of Scotland in February, 1984 and continues to maintain
his qualification. Mr. Laidlaw's extensive experience in the financial industry, including his financial and accounting background,
and his experience as a director of various offshore fund vehicles makes him well qualified to serve on our Board. Mr. Laidlaw serves
as chairman of the Company's Audit Committee and he is a member of the Company's Nominating and Corporate Governance Committee
and the Company's Valuation Committee.

 Greg Bennett, 52, who was originally
elected to the Company's Board on June 9, 2016 and most recently re-elected to the Board by the Company's stockholders at
the 2024 Annual Meeting on December 19, 2024, is the founder of Azimuth Governance Limited ("Azimuth"). Mr. Bennett has more
than twenty five years of experience in financial services having started his professional career with Coopers & Lybrand in Canada
in 1996. From 2011 through 2014, prior to founding Azimuth, Mr. Bennett was a Director of The Harbour Trust Co. Ltd., where he provided
fiduciary services to their clients, including serving as an independent hedge fund director. In 2004 Mr. Bennett joined Butterfield Fund
Services (Cayman) Limited as head of client relationship management and he became a Director of that firm in 2005. In 2008 he was promoted
to Managing Director where he had responsibility for all aspects of the business, including managing over 75 staff responsible for providing
full fund administration services to a wide range of hedge fund clients with in excess of $30 billion in assets under management. In 2010
Mr. Bennett established the Cayman office of HedgeServ and held the position of Managing Director. Mr. Bennett graduated with a Bachelor
of Commerce from the University of Alberta in Canada in 1995. He is a Chartered Accountant (Canada), a Certified Public Accountant (US),
and a CFA Charterholder. Mr. Bennett is also a past Director of Hedge Funds Care Cayman, past Deputy Chairman of the Cayman Islands Fund
Administrators Association, past Treasurer of AIMA Cayman and a past President of the CFA Society of the Cayman Islands. Mr. Bennett's
considerable experience in the financial services industry and as a director of various hedge funds and his accounting background make
him well qualified to serve on our Board. Mr. Bennett serves as chairman of the Company's Valuation Committee and he is a member
of the Company's Nominating and Corporate Governance Committee and the Company's Audit Committee.

 Gregory J. Cannella, 50, has served
as our Chief Financial Officer, Treasurer and Secretary since March 13, 2015. Mr. Cannella is responsible for financial reporting, investor
communications, financial modeling and due diligence and analysis of acquisitions and dispositions. Prior to this, Mr. Cannella was the
Chief Financial Officer of Capital Point Partners, a private equity group that focused on mezzanine lending to small and middle market
private companies, where he was responsible for financial reporting, investor communications, financial modeling and due diligence and
analysis of acquisitions and dispositions. Prior to working at Capital Point Partners, Mr. Cannella was an Asset Manager at First Commonwealth
Holdings Corp., a wealth management firm in Houston, Texas where he was responsible for managing various commercial and multi-family residential
real estate investment funds as well as oversight of accounting functions and reporting for the funds. Mr. Cannella received a B.B.A.
in Management from Stephen F. Austin State University and an M.B.A. with honors in Accounting and Finance from the University of Houston.
He is a Certified Public Accountant in the State of Texas.

 - 37 -

 Information About our Chief Compliance Officer

 Florina Klingbaum has served as
our Chief Compliance Officer since January 1, 2018. Ms. Klingbaum is a Managing Member of Altemis Capital Management LLC an investment
management provider specializing in compliance and regulatory services. Ms. Klingbaum also serves as the Chief Compliance Officer of House
Hanover, LLC ("House Hanover"), the investment advisor of the Company. From 2015-2016, she served as a Consultant for Nuveen
Investments in New York City. During her career, Ms. Klingbaum has held senior roles at both Citigroup Global Markets as well as Credit
Suisse. She has extensive experience in alternative investments, structured products and overall fund operations including fund administration,
accounting, regulatory, compliance and fund liquidation services. Ms. Klingbaum started her career at KPMG LLP where she was a Senior
Auditor in the Financial Services division. She holds two Masters degrees, in Accounting and Business Administration respectively, from
Pace University, a BA in Sociology from the University of Toronto, and is a CPA.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Securities Exchange Act of
1934, as amended, and the disclosure requirements of Item 405 of SEC Regulation S-K require that our directors and executive officers,
and any persons holding more than 10% of any class of our equity securities report their ownership of such equity securities and any subsequent
changes in that ownership to the SEC and to us.

 Based solely on a review of the written statements
and copies of such reports furnished to us by our executive officers, directors and greater than 10% beneficial owners, we believe that
during the fiscal year ended December 31, 2024 all Section 16(a) filing requirements applicable to the executive officers, directors and
greater than 10% beneficial owners were timely satisfied.

 Code of Business Conduct and Ethics and
Statement on the Prohibition of Insider Trading

 Our Code of Business Conduct and Ethics and Statement
on the Prohibition of Insider Trading (the "Code of Ethics"), which is signed by directors and executive officers of the Company,
requires that directors and executive officers avoid any conflict, or the appearance of a conflict, between an individual's personal
interests and the interests of the Company. Pursuant to the Code of Ethics which is available on our website under the "Corporate
Governance" link under the "Princeton Capital Corporation" link at www.princetoncapitalcorp.com, each director and executive
officer must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to the audit committee.
Certain actions or relationships that might give rise to a conflict of interest are reviewed and approved by the Board. The Code of Ethics
also contains our policies and procedures relating to insider trading and material non-public information.

 Nomination of Directors

 There have been no material changes to the procedures
by which stockholders may recommend nominees to our Board of Directors implemented since the filing of our Proxy Statement for our 2024
Annual Meeting of Stockholders.

 Audit Committee

 The members of the audit committee are Messrs.
Laidlaw, Stainrod, and Bennett each of whom meets the independence standards established by the SEC and the NASDAQ (the "NASDAQ")
for audit committees and is independent for purposes of the 1940 Act. Mr. Laidlaw serves as chairman of the audit committee. Our Board
has determined that Mr. Laidlaw is an "audit committee financial expert" as that term is defined under Item 407 of Regulation
S-K of the Securities Exchange Act of 1934, as amended. The Board has adopted a charter of the audit committee, which is available in
print to any stockholder who requests it and it is also available on the Company's website at www.princetoncapitalcorp.com. The
audit committee met four times and took action by written consent on one occasion during the year ended December 31, 2024. Each member
attended 100% of the audit committee meetings that were held while the director was a member of the audit committee in 2024.

 The audit committee is responsible for approving
our independent accountants, reviewing with our independent accountants the plans and results of the audit engagement, approving professional
services provided by our independent accountants, reviewing the independence of our independent accountants and reviewing the adequacy
of our internal accounting controls. The audit committee is also responsible for aiding our Board in fair value pricing debt and equity
securities that are not publicly traded or for which current market values are not readily available. The Board and audit committee utilizes
the services of an independent valuation firm to help them determine the fair value of these securities. Given that the audit committee
is comprised of all the independent directors on the Board, the audit committee may also be tasked with special investigations into director
and/or officer conduct, conflicts of interest, or other claims impacting the Company.

 Compensation Recovery and Clawback Policies

 Under the Sarbanes-Oxley Act of 2002 (the " Sarbanes-Oxley
Act "), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive
amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer (if any). The SEC also recently
adopted Exchange Act Rule 10D-1 which directs national stock exchanges to require listed companies to implement policies intended to recoup
bonuses paid to executives if the company is found to have misstated its financial results. At this time, Rule 10D-1 is not applicable
to the Company as the Company's securities are not listed on a national securities exchange. If we issue incentive-based compensation
to executive officers in the future, we plan to consider implementing a clawback policy, although we have not yet implemented such a policy
and are not required to do so.

 - 38 -

 Item 11. EXECUTIVE COMPENSATION

 Compensation of Executive Officers

 None of our officers receive direct compensation
from the Company. Mr. DiSalvo, through his financial interest in House Hanover is entitled to receive and has received a portion of investment
advisory fees paid by the Company to House Hanover under the Investment Advisory Agreement with the Company. Our other executive officers
will be paid by House Hanover, subject to reimbursement by us of our allocable portion of such compensation for services rendered by such
persons to the Company under the Investment Advisory Agreement. To the extent that House Hanover outsources any of its functions, we will
reimburse House Hanover for the fees associated with such functions without profit or benefit to House Hanover.

 Compensation of Directors

 Each independent director receives an annual fee
of $30,000. In addition, they will also receive $1,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection
with attending in person or telephonically each regular board of directors meeting and each special telephonic meeting. They will also
receive $1,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with each committee meeting attended in
person and each telephonic committee meeting. The chairmen of the audit committee, the valuation committee and the nominating and corporate
governance committee will receive an annual fee of $3,500, respectively. On March 13, 2017, the independent directors agreed to cap director's
fees at $50,000 per independent director annually, and to have an amount of $12,500 advanced to them each quarter, subject to true up
at the end of each quarter. We have obtained directors' and officers' liability insurance on behalf of our directors and officers.
No compensation is paid to directors who are "interested persons."

 The following table shows information regarding
the compensation earned by our directors for the fiscal year ended December 31, 2024. No compensation is paid by us to any interested
director or executive officer of the Company.

 Name

 Aggregate Compensation from Princeton Capital Corporation

 Pension or Retirement Benefits Accrued as Part of Company Expenses (1)

 Total Compensation from Princeton Capital Corporation

 Interested Directors:

 None

 None

 None

 Independent Directors:

 $

 None

 $

 $

 None

 $

 $

 None

 $

 (1)
 We do not have a profit-sharing or retirement plan, and directors
do not receive any pension or retirement benefits.

 Compensation Committee

 We do not have a compensation committee or a committee
performing similar functions because our executive officers do not receive any direct compensation from the Company. All decisions concerning
compensation of House Hanover are made by the Board (with Mr. DiSalvo recusing himself from deliberations and voting). Executive officers
of the Company are employees or independent contractors of, and are compensated by, House Hanover. Compensation payable by the Company
to the Advisor is required to be approved by a majority of the Company's independent directors pursuant to Section 15(c) of the
1940 Act. Since the Audit Committee consists of a majority of the independent directors of the Company, the Company has allocated responsibility
to consider the compensation paid to the Advisor to the Audit Committee.

 The Nominating and Corporate Governance Committee
will review the form and amount of independent director compensation at least annually and make any changes, as it deems appropriate.

 - 39 -

 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth, as of March 27,
2025, the beneficial ownership of each current director, the Company's executive officers, each person known to us to beneficially
own 5% or more of the outstanding shares of the Company's common stock, and the executive officers and directors as a group.

 Beneficial ownership is determined in accordance
with the rules of the SEC and includes voting or investment power with respect to the securities. Common stock subject to options or warrants
that are currently exercisable or exercisable within 60 days of March 27, 2025 are deemed to be outstanding and beneficially owned by
the person holding such options or warrants. Such shares, however, are not deemed outstanding for the purposes of computing the percentage
ownership of any other person. Percentage of ownership is based on 120,486,061 shares of the Company's common stock outstanding
as of March 27, 2025.

 Unless otherwise indicated, to our knowledge,
each stockholder listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder, except
to the extent authority is shared by their spouses under applicable law. The address of all executive officers and directors is c/o Princeton
Capital Corporation, 800 Turnpike Street, Suite 300, North Andover, Massachusetts 01845.

 The Company's directors are divided into
two groups - interested directors and independent directors. Interested directors are "interested persons" as defined in Section
2(a)(19) of the 1940 Act and the NASDAQ ("NASDAQ") Stock Market Rules, as the Over the Counter Pink Market ("OTCPK")
exchange where the Company trades, does not establish director independence standards.

 Name of Beneficial Owner

 Number of Shares Owned Beneficially (1)

 Percentage of Class (2)

 Interested Directors

 Mark S. DiSalvo (3)

 115,484,327

 95.85
 %

 Independent Directors

 *

 *

 *

 Executive Officers

 Mark S. DiSalvo (3)

 115,484,327

 95.85
 %

 Gregory J. Cannella

 *

 Executive officers and directors as a group

 115,484,327

 95.85
 %

 Greater than 5% Holders

 Capital Point Partners, LP (4)

 104,562,000

 86.78
 %

 Capital Point Partners II, LP (4)

 10,922,327

 9.07
 %

 *
 Indicates less than 1%

 (1)
 Beneficial ownership has been determined in accordance with
Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

 (2)
 Based on a total of 120,486,061 shares of our common stock
issued and outstanding on March 27, 2025.

 (3)
 Mr. DiSalvo, by virtue of his ownership of all of the outstanding
stock of Sema4, Inc., the general partner of Capital Point Partners, LP ("CPP") and Capital Point Partners II, LP ("CPP
II"), may be deemed to be the beneficial owner of the 104,562,000 shares of the Company's common stock owned by CPP and the
10,922,327 shares of the Company's common stock owned by CPP II. Mr. DiSalvo and Sema4, Inc. each disclaims beneficial ownership
of any shares held by CPP and CPP II, except to the extent of their pecuniary interest therein. The address of Sema4, Inc., CPP and CPP
II is 800 Turnpike Street, Suite 300, North Andover, MA 01854.

 (4)
 This information is based on information included in the
Schedule 13D filed with the SEC.

 - 40 -

 The following table sets forth as of March 27,
2025, the dollar range of our securities owned by our directors and executive officers. The Company is not part of a "family of
investment companies," as that term is defined in Schedule 14A.

 Name

 Dollar
 Range of

 Equity Securities

 Beneficially

 Owned (1)(2)

 Aggregate Dollar

 Range of Equity

 Securities in All Funds

 Overseen or

 to be Overseen

 by Director or

 Nominee

 in Family of Investment Companies

 Interested Director:

 Over $100,000

 n/a

 Independent Directors:

 None

 n/a

 None

 n/a

 None

 n/a

 Executive Officers:

 Over $100,000

 n/a

 Gregory J. Cannella

 None

 n/a

 (1)

 The dollar range of the equity securities beneficially owned is based on the closing price per share of the Company's common stock of $0.11 on March 27, 2025 on the OTCPK.

 (2)
 The dollar ranges of equity securities beneficially owned
are: none; $1–$10,000; $10,001–$50,000; $50,001–$100,000; and over $100,000.

 We also note that Florina Klingbaum, our
Chief Compliance Officer, does not own any securities of the Company.

 - 41 -

 Item 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Transactions with Related Persons

 We have procedures in place for the review, approval
and monitoring of transactions involving us and certain persons related to us. As a business development company, the 1940 Act restricts
us from participating in transactions with any persons affiliated with us, including our officers, directors, and employees and any person
controlling or under common control with us or our affiliates, subject to certain exceptions. In the ordinary course of business, we may
enter into transactions with portfolio companies that may be considered related party transactions. We have implemented certain procedures,
both written and unwritten, to ensure that we do not engage in any prohibited transactions with any persons affiliated with us. If such
affiliations are found to exist, we will seek Board and/or committee review and approval or exemptive relief for such transactions, as
appropriate. In accordance with NASDAQ Rule 5630, an independent body of the Board shall be responsible for conducting an appropriate
review and oversight of all related party transactions. The Board has delegated this responsibility to the Audit Committee.

 As disclosed in various filings with the SEC,
House Hanover has served as the Company's investment advisor since January 1, 2018 under an Interim Investment Advisory Agreement
that took effect on January 1, 2018 and terminated on May 30, 2018 (the "Interim Investment Advisory Agreement") and an Investment
Advisory Agreement that took effect on May 31, 2018 (the "Investment Advisory Agreement"). The Investment Advisory Agreement
was approved by the Company's stockholder at the 2018 Annual Meeting of Stockholders. The value of the Interim Investment Advisory
Agreement and the Investment Advisory Agreement was determined based on a management fee. The amount of management fees accrued to House
Hanover for the fiscal year ended December 31, 2024, under the Investment Advisory Agreement were $257,384. In addition to compensation
based on a management fee, the Investment Advisory Agreement also provides for, subject to approval by the Board of Directors, reimbursement
for the portion of any compensation expense and the costs of any salaries of any such employees to the extent attributable to services
performed by such employees for the Company ("Administration Expenses"). The amount of administration expenses accrued for
House Hanover for the fiscal year ended December 31, 2024 under the Investment Advisory Agreement was $259,500. House Hanover is controlled
by Mr. DiSalvo.

 Mr. DiSalvo owns all of the interests in Sema4,
Inc., the general partner of Capital Point Partners, LP and Capital Point Partners II, LP, which own approximately 87% and 9% of our common
stock, respectively.

 Review, Approval or Ratification of Transactions with Related
Persons

 We have also adopted a Code of Business Conduct
and Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer, as
well as all of our officers, directors and employees. Our Code of Business Conduct and Ethics requires that all employees and directors
avoid any conflict, or the appearance of a conflict, between an individual's personal interests and our interests. Pursuant to our
Code of Business Conduct and Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that
might give rise to a conflict. Our Audit Committee is charged with approving any waivers under our Code of Ethics.

 Director Independence

 In accordance with rules of the NASDAQ, the Board
annually determines the independence of each director. No director is considered independent unless the Board has determined that he or
she has no material relationship with the Company. The Company monitors the status of its directors and officers through the activities
of the Company's nominating and corporate governance committee and through a questionnaire to be completed by each director no less
frequently than annually (and most recently in March of 2025), with updates periodically if information provided in the most recent questionnaire
has changed.

 In order to evaluate the materiality of any such
relationship, the Board uses the definition of director independence set forth in the rules promulgated by the NASDAQ Stock Market. Rule
5605(a)(2) provides that a director of a business development company ("BDC") shall be considered to be independent if he
or she is not an "interested person" of the Company, as defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19) of the
1940 Act defines an "interested person" to include, among other things, any person who has, or within the last two years had,
a material business or professional relationship with the Company.

 The Board has determined that each of the directors
is independent and has no relationship with the Company, except as a director and stockholder of the Company, with the exception of Mr.
DiSalvo. Mr. DiSalvo is an interested person of the Company due to his interests in House Hanover, our investment advisor, his position
as Interim Chief Executive Officer and Interim President of the Company, and his interests in Sema4, Inc., the general partner of Capital
Point Partners, LP and Capital Point Partners II, LP, which own approximately 87% and 9% of our common stock, respectively.

 - 42 -

 Item 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES

 Independent Registered Public Accounting Firm

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 (fiscal year ended December 31, 2024)

 The following aggregate fees
by WithumSmith, the Company's independent registered public accounting firm for the fiscal year ended December 31, 2024 were billed
to the Company for work attributable to audit, tax and other services.

 WithumSmith
 Fiscal Year Ended December 31, 2024

 Audit Fees

 $
 169,520

 Audit-Related Fees

 -

 Tax Fees

 -

 All Other Fees

 -

 Total Fees:

 $
 169,520

 Services rendered by WithumSmith in connection
with fees presented above were as follows:

 Audit Fees. Audit
fees include fees for services that normally would be provided by the accountant in connection with statutory and regulatory filings or
engagements and that generally only the independent accountant can provide. In addition to fees for the audit of our annual financial
statements, the audit of the effectiveness of our internal control over financial reporting and the review of our quarterly financial
statements in accordance with generally accepted auditing standards, this category contains fees for comfort letters, statutory audits,
consents, and assistance with and review of documents filed with the SEC.

 Audit-Related Fees. Audit
related fees are assurance related services that traditionally are performed by the independent accountant, such as attest services that
are not required by statute or regulation.

 Tax Fees. Tax fees include professional
fees for tax compliance and tax advice.

 All Other Fees. Fees
for other services would include fees for products and services other than the services reported above.

 In the fiscal year 2024, the
percentage of services designated for Audit Fees, Audit-Related Fees, Tax Fees, and All Other Fees that were approved by the audit committee
were 100%, 0%, 0%, and 0%, respectively.

 - 43 -

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 (fiscal year ended December 31, 2023)

 The following aggregate fees
by WithumSmith, the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023, were billed
to the Company for work attributable to audit, tax and other services.

 WithumSmith
 Fiscal Year Ended December 31, 2023

 Audit Fees

 $
 149,136

 Audit-Related Fees

 -

 Tax Fees

 -

 All Other Fees

 -

 Total Fees:

 $
 149,136

 Services rendered by WithumSmith in connection with
fees presented above were as follows:

 Audit Fees. Audit
fees include fees for services that normally would be provided by the accountant in connection with statutory and regulatory filings or
engagements and that generally only the independent accountant can provide. In addition to fees for the audit of our annual financial
statements, the audit of the effectiveness of our internal control over financial reporting and the review of our quarterly financial
statements in accordance with generally accepted auditing standards, this category contains fees for comfort letters, statutory audits,
consents, and assistance with and review of documents filed with the SEC.

 Audit-Related Fees. Audit
related fees are assurance related services that traditionally are performed by the independent accountant, such as attest services that
are not required by statute or regulation.

 Tax Fees. Tax fees include professional
fees for tax compliance and tax advice.

 All Other Fees. Fees
for other services would include fees for products and services other than the services reported above.

 In the fiscal year 2023, the
percentage of services designated for Audit Fees, Audit-Related Fees, Tax Fees, and All Other Fees that were approved by the audit committee
were 100%, 0%, 0%, and 0%, respectively.

 Pre-Approval Policy

 The Audit Committee has established a pre-approval
policy that describes the permitted audit, audit-related, tax and other services to be provided by the Company's independent registered
public accounting firm. The policy requires that the Audit Committee pre-approve all audit and non-audit services performed by the independent
auditor in order to assure that the provision of such service does not impair the auditor's independence. In accordance with the
pre-approval policy, the Audit Committee includes every year a discussion and pre-approval of such services and the expected costs of
such services for the year.

 Any requests for audit, audit-related, tax and
other services that have not received general pre-approval at the first Audit Committee meeting of the year must be submitted to the Audit
Committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval
is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to
one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit
Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed
by the independent registered public accounting firm to management.

 - 44 -

 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 a. Documents Filed as Part of this Report

 The following financial statements are set forth in Item 8:

 Report of Independent Registered Public Accounting Firm

 Statements of Assets and Liabilities as of December 31, 2024 and December 31, 2023

 Statements of Operations for the years ended December 31, 2024, 2023 and 2022

 Statements of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

 Schedule of Investments as of December 31, 2024

 Schedule of Investments as of December 31, 2023

 Notes to the Financial Statements

 b.
 Exhibits

 The following exhibits are filed as part of this
report or hereby incorporated by reference to exhibits previously filed with the SEC:

 Exhibit

 Description

 2.1

 Agreement and Plan of Merger between Regal One Corporation and Princeton Capital Corporation (Incorporated by reference from Exhibit 2.1 of the Registrant's Current Report on Form 8-K, filed on March 19, 2015).

 3.1

 Articles of Amendment and Restatement (Incorporated by reference from Exhibit 3.2 of the Registrant's Current Report on Form 8-K, filed on March 19, 2015).

 3.2

 Articles of Amendment of Princeton Capital Corporation (Incorporated by reference from Exhibit 3.2 of Registrant's Annual Report on Form 10-K, filed on December 14, 2016).

 3.3

 Bylaws (Incorporated by reference from Exhibit 3.3 of the Registrant's Current Report on Form 8-K, filed on March 19, 2015).

 3.4

 Second Amendment to Bylaws (Incorporated by reference from Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed on February 27, 2018).

 3.5

 Third Amendment to Bylaws (Incorporated by reference from Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed on May 19, 2020).

 4.1

 Form of Stock Certificate (Incorporated by reference from Exhibit 4.1 of the Registrant's Current Report on Form 8-K, filed on March 19, 2015).

 4.2

 Description of Securities (Incorporated by reference from Exhibit 4.2 of Registrant's Annual Report on Form 10-K, filed on March 30, 2023).

 10.1

 Custody Agreement between Registrant and U.S. Bank, N.A. (Incorporated by reference from Exhibit 10.2 of Registrant's Annual Report on Form 10-K, filed on April 15, 2015).

 10.2

 Administration Agreement between Registrant and PCC Administrator LLC (Incorporated by reference from Exhibit 10.3 of Registrant's Annual Report on Form 10-K, filed on April 15, 2015).

 10.3

 License Agreement between the Registrant and Princeton Investment Advisors, LLC (Incorporated by reference from Exhibit 10.5 of Registrant's Annual Report on Form 10-K, filed on April 15, 2015).

 10.4

 Form of Indemnification Agreement between the Registrant and the executive officers and directors. (Incorporated by reference from Exhibit 10.6 of Registrant's Annual Report on Form 10-K, filed on April 15, 2015).

 10.5

 Investment Advisory Agreement between Registrant and House Hanover, LLC (Incorporated by reference from Exhibit 10.1 of Registrant's Current Report on Form 8-K, filed on May 31, 2018)

 14.1

 Code of Ethics (Incorporated by reference from Exhibit 14.1 of Registrant's Annual Report on Form 10-K, filed on December 14, 2016).

 31.1*

 Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.

 31.2*

 Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.

 32*

 Certification of Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

 99.1*

 Audited Financial Statements of Rockfish Seafood Grill, Inc. as of and for the years ended December 25, 2024 and December 27, 2023.

 99.2

 Audited Financial Statements of Rockfish Seafood Grill, Inc. as of and for the year ended December 27, 2023 and December 28, 2022 (Incorporated by reference from Exhibit 99.1 of Registrant's Annual Report on Form 10-K, filed on March 29, 2024).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 Filed
herewith.

 Item 16. FORM 10-K SUMMARY

 None.

 - 45 -

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) 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.

 Princeton Capital Corporation

 By:

 /s/ Mark S. DiSalvo

 Interim Chief Executive Officer

 Dated: April 1, 2025

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

 NAME

 TITLE

 DATE

 /s/ Mark S. DiSalvo

 Interim Chief Executive Officer and Director,

 (Principal Executive Officer)

 /s/ Gregory J. Cannella

 Chief Financial Officer

 Gregory J. Cannella

 (Principal Financial and Accounting Officer)

 /s/ Darren Stainrod

 /s/ Martin Laidlaw

 /s/ Greg Bennett

 - 46 -

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