Private Placement (Form 8-K)

Item 3.02 Unregistered Sale of Equity Securities.

As of January 2, 2025, BIP Ventures Evergreen BDC sold 316,108 unregistered common shares of beneficial interest (the "Shares") at a price per Share of $29.83 (with the final number of shares being determined on January 15, 2025) to accredited investors in a private placement of Shares for an aggregate purchase price of $9,429,500. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.