Princeton Capital's Annual Meeting: 96% Controlled by Key Partnerships

TL;DR

**PIAC is a de facto private company; don't expect your vote to move the needle with 96% controlled by two partnerships.**

AI Summary

Princeton Capital Corporation (PIAC) is holding its 2025 Annual Meeting on December 18, 2025, to elect four directors, ratify WithumSmith&Brown, PC as its independent registered public accounting firm for the fiscal year ending December 31, 2025, and approve a potential adjournment to solicit additional proxies. As of the November 11, 2025 record date, 120,486,061 shares of common stock were outstanding. Notably, Capital Point Partners, LP and Capital Point Partners II, LP collectively beneficially own 115,484,327 shares, representing approximately 95.85% of the Company's outstanding common stock and voting power. These partnerships have an agreement to either seek voting instructions from their interest holders or vote their shares proportionally to other stockholders. The Board, including Interim CEO Mark DiSalvo, recommends voting 'FOR' all proposals. The company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, is available for review.

Why It Matters

This DEF 14A filing is crucial for PIAC investors as it outlines the upcoming Annual Meeting's agenda, including director elections and auditor ratification. The significant 95.85% beneficial ownership by Capital Point Partners, LP and Capital Point Partners II, LP means these entities effectively control the company's voting outcomes, potentially limiting the influence of minority shareholders. This high concentration of ownership could impact governance, strategic decisions, and the company's competitive positioning against peers with more diversified ownership structures. Employees and customers might see stability or shifts depending on the controlling partners' long-term vision.

Risk Assessment

Risk Level: medium — The risk level is medium due to the highly concentrated ownership structure. Capital Point Partners, LP and Capital Point Partners II, LP beneficially own 115,484,327 shares, representing approximately 95.85% of the Company's outstanding common stock. While an agreement is in place for these partnerships to vote proportionally or seek instructions, this level of control significantly reduces the influence of other stockholders and could lead to decisions primarily benefiting the controlling entities.

Analyst Insight

Investors should carefully review the implications of the 95.85% ownership by Capital Point Partners, LP and Capital Point Partners II, LP. While the Board recommends 'FOR' all proposals, individual investors should consider if their interests align with those of the controlling shareholders, as their votes will have minimal impact on the outcome. Focus on the company's 10-K for financial performance rather than proxy battles.

Key Numbers

• 120,486,061 — Shares of common stock outstanding (As of the Record Date, November 11, 2025)
• 115,484,327 — Shares beneficially owned by Capital Point Partnerships (Represents approximately 95.85% of outstanding common stock)
• 95.85% — Percentage of common stock owned by Capital Point Partnerships (Significant control over voting power)
• 60,243,031 — Shares required for a quorum (Majority of 120,486,061 outstanding shares)
• $20,000 — Estimated cost of proxy solicitation (Company will bear this expense)
• 2025-12-18 — Date of Annual Meeting (Scheduled for 2:00 p.m. Eastern Time)
• 2025-11-11 — Record Date for voting (Stockholders of record on this date are entitled to vote)

Key Players & Entities

• PRINCETON CAPITAL CORP (company) — Registrant
• Mark DiSalvo (person) — Interim Chief Executive Officer
• Gregory J. Cannella (person) — Chief Financial Officer, Secretary and Treasurer
• WithumSmith&Brown, PC (company) — Independent Registered Public Accounting Firm
• Capital Point Partners, LP (company) — Beneficial owner of 104,562,000 shares
• Capital Point Partners II, LP (company) — Beneficial owner of 10,922,327 shares
• SEC (regulator) — Securities and Exchange Commission
• NASDAQ (regulator) — Stock Market Rules
• Greg Bennett (person) — Independent Director Nominee
• Martin Laidlaw (person) — Independent Director Nominee

FAQ

Industry Context

Princeton Capital Corporation operates within the financial services sector, likely focusing on areas such as banking or investment management. The company's significant concentration of ownership by Capital Point Partners suggests a potentially stable but also closely controlled operational environment. The industry is subject to stringent regulatory oversight and competitive pressures, requiring continuous adaptation to market dynamics and technological advancements.

Regulatory Implications

As a publicly traded company, PIAC is subject to SEC regulations, including those governing proxy solicitations and financial reporting. The classification of directors as 'interested' or 'independent' is based on specific definitions relevant to its trading on the OTC Pink Limited market, highlighting compliance with listing and regulatory standards. The company's reliance on a large shareholder group for voting power may also have implications for corporate governance and regulatory scrutiny.

What Investors Should Do

1. Review the proxy statement thoroughly to understand the proposals, particularly the election of directors and ratification of the auditor.
2. Vote your shares by the deadline, either in person or by proxy, to ensure your voice is heard on company matters.
3. Note the significant control held by Capital Point Partners (95.85% ownership) and consider how this impacts the voting outcomes and company direction.
4. Access the company's 2024 Annual Report on Form 10-K for a comprehensive review of its financial performance and condition.

Key Dates

• 2025-12-18: 2025 Annual Meeting of Stockholders — Date for electing directors, ratifying auditors, and approving potential adjournment. This is the primary event for shareholder engagement and decision-making.
• 2025-11-11: Record Date for voting — Establishes the list of shareholders entitled to vote at the Annual Meeting. As of this date, 120,486,061 shares of common stock were outstanding.
• 2025-11-17: First mailing of proxy statement, proxy card, and Annual Report — Informs shareholders about the meeting agenda, proposals, and provides them with the necessary materials to cast their votes.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded corporations when they are soliciting shareholder votes for matters such as annual meetings. (This document is the DEF 14A filing for Princeton Capital Corporation, detailing the agenda and recommendations for its 2025 Annual Meeting.)

Beneficial Ownership

The actual power to use or dispose of a security. It includes shares owned directly or indirectly through family members or entities, and shares that can be acquired within 60 days. (Crucial for understanding control and voting power, as highlighted by Capital Point Partners, LP and Capital Point Partners II, LP's 95.85% beneficial ownership.)

Interested Director

A director who is considered an 'interested person' under specific regulations, often due to affiliations or financial interests that could affect their independence. (The filing notes that directors are classified as interested or independent, with specific definitions applied due to the company trading on OTC Pink Limited.)

Proxy

A document authorizing another person to act as one's agent or vote on one's behalf, typically used in shareholder meetings. (Shareholders can vote by proxy if they cannot attend the Annual Meeting, and the company is actively soliciting proxies for its proposals.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (A quorum requires a majority of the outstanding shares, which for PIAC is 60,243,031 shares (50% of 120,486,061).)

Year-Over-Year Comparison

This DEF 14A filing for the 2025 Annual Meeting does not contain comparative financial data from the previous year's filing. However, it establishes the current ownership structure as of November 11, 2025, with 120,486,061 shares outstanding, and highlights the dominant 95.85% ownership by Capital Point Partners. The key focus is on the upcoming meeting's agenda rather than year-over-year financial performance trends.

Key Financial Figures

• $20,000 — mpany has estimated to be approximately $20,000. If brokers, trustees, or fiduciaries a

Filing Documents

• ea0262987-02.htm (DEF 14A) — 527KB
• tproxy_001.jpg (GRAPHIC) — 1103KB
• tproxy_002.jpg (GRAPHIC) — 1370KB
• tproxy_003.jpg (GRAPHIC) — 1179KB
• 0001213900-25-109282.txt ( ) — 5558KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   6 PROPOSAL 1: ELECTION OF DIRECTORS   7 DELINQUENT SECTION 16(a) REPORTS   17 PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR ENDING DECEMBER 31, 2025   18 PRINCIPAL ACCOUNTANT FEES AND SERVICES   19 AUDIT COMMITTEE REPORT   21 PROPOSAL 3: ADJOURNMENT OF THE ANNUAL MEETING   22 OTHER BUSINESS   23 SUBMISSION OF STOCKHOLDER PROPOSALS   23 PRIVACY PRINCIPLES   24 EXHIBIT A: PROXY CARD   PC-1   Table of Contents PRINCETON CAPITAL CORPORATION 800 Turnpike Street Suite 300 North Andover, Massachusetts 01845 (978) 794-3366 PROXY STATEMENT 2025 ANNUAL MEETING OF STOCKHOLDERS GENERAL This proxy statement is furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Princeton Capital Corporation, a Maryland corporation (the “Company,” “we,” “us” or “our”), for use at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 250 West Pratt Street, Suite 2000, Baltimore, Maryland 21201 on Thursday, December 18, 2025, at 2:00 p.m., Eastern Time and at any postponements or adjournments thereof. This proxy statement, the accompanying proxy card and the Company’s Annual Report are first being sent to stockholders on or about November 17, 2025. We encourage you to vote your shares, either by voting in person at the Annual Meeting or by granting a proxy (i.e., authorizing someone to vote your shares). If you properly sign and date the accompanying proxy card and the Company receives it in time for the Annual Meeting, the persons named as proxies will vote the shares registered directly in

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of November 11, 2025, the beneficial ownership of each current director (and each nominee for 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 November 11, 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 November 11, 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. Unless otherwise indicated, 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 Limited Market (“OTC Pink Limited”), the exchange where the Company trades, does not establish director independence standard

View Full Filing

View this DEF 14A filing on SEC EDGAR