UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 2614, ~~2024~~2025 (~~December~~January 198, ~~2024~~2025)

PRINCETON CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland		814-00710		46-3516073
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer ID Number)

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Securities 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

Item 54.0702. ~~Submission~~Non-Reliance ofon ~~Matters~~Previously toIssued Financial Statements or a ~~Vote~~Related ofAudit ~~Security~~Report ~~Holders~~or Completed Interim Review.

On ~~December~~January 198, ~~2024~~2025, ~~Princeton~~the Audit Committee of Princeton Capital Corporation, a Maryland corporation (the “Company”), ~~held~~after ~~its~~discussions ~~2024~~with ~~Annual~~the ~~Meeting~~Company’s ofmanagement ~~Stockholders~~and ~~(the~~WithumSmith&Brown, PC (“~~2024 Annual Meeting~~WithumSmith”)~~. At~~, concluded that the ~~2024~~Company’s ~~Annual~~previously ~~Meeting,~~issued ~~the~~audited ~~stockholders~~financial ~~voted~~statements onas ~~(i)~~of ~~the~~and ~~election~~for ofthe ~~Darren~~year ended ~~Stainrod~~December 31, ~~Mark~~2023 ~~DiSalvo,~~(the ~~Martin~~“Non-Reliance ~~Laidlaw~~Period”), ~~and~~included ~~Greg~~in ~~Bennett to~~ the Company’s ~~Board~~Annual ofReport ~~Directors~~on Form 10-K, ~~(ii)~~filed with the ~~ratification~~Securities ofand Exchange Commission (the ~~selection~~“SEC”) ofon ~~WithumSmith&Brown~~March 29, PC2024 (the “~~WithumSmith~~2023 Form 10-K”), should no longer asbe ~~the~~relied ~~Company’s~~upon ~~independent~~and ~~registered~~should ~~public~~be ~~accounting~~restated ~~firm~~to ~~for~~properly ~~the~~summarize ~~year~~certain ~~ending~~financial ~~December~~information ~~31,~~for ~~2024,~~Advantis ~~and~~Certified Staffing Solutions, Inc. (~~iii~~“Advantis”), ~~the~~an ~~approval~~unconsolidated ~~of the~~significant ~~adjournment~~subsidiary of the ~~Annual~~Company ~~Meeting,~~for ifthe ~~necessary~~Non-Reliance ~~or appropriate, to solicit additional proxies~~Period.

~~The~~In ~~stockholders~~Note ~~re-elected~~10 ~~all~~to ~~four~~the ~~nominees~~financial statements in the 2023 Form 10-K, the Company inadvertently reported incorrect summarized financial information for ~~director~~Advantis in its balance sheet and income statement. With respect to the balance sheet, ~~ratified~~current assets erroneously did not include an adjusting journal entry to write off a receivable that was deemed no longer collectible in the ~~selection~~amount of ~~WithumSmith~~$285,425 ~~for~~and current liabilities erroneously did not include adjusting journal entries that had a net increase to liabilities of $373,996, of which $477,500 was an increase to liabilities related to the ~~year~~expected ~~ending~~results of ~~December~~an 31ongoing litigation matter and ($103,504) ~~2024~~was a net decrease to liabilities from a write off of amounts no longer owed. With respect to the income statement, incorrect information was reported with respect to net revenue, gross profit and ~~approved~~net income. Net revenue and gross profit erroneously included intercompany transactions in the ~~adjournment~~amount of $1,952,381 that are eliminated for consolidated presentation. Net income erroneously included the ~~Annual~~same intercompany transactions in the amount of $1,952,381 that are eliminated for consolidated presentation. ~~Meeting~~The remaining difference included adjusting journal entries for a net decrease to ~~solicit~~net ~~additional~~income ~~proxies~~of ($659,421), ~~however~~of itwhich $103,504 from operations was a net increase to net income and ($762,925), expected results of an ongoing litigation matter, was a net decrease to net income (collectively, the “Errors”). The Errors did not ~~necessary~~affect the Company’s financial statements, only the Company’s presentation of information regarding Advantis included in Note 10.

~~The~~Accordingly, ~~full~~investors ~~results~~should ofno longer rely upon the ~~matters~~Company’s ~~voted~~previously onreleased atfinancial statements for the ~~2024~~ ~~Annual~~Non-Reliance ~~Meeting~~Period. The Errors are ~~set~~estimated ~~forth~~to ~~below:~~reduce the net income reported in the 2023 Form 10-K for Advantis from the originally reported $3.1 million net gain to approximately a net gain of $0.5 million.

~~Proposal~~At ~~No.~~this 1time, –the ~~Election~~Company has not fully completed its review and the expected financial impact of ~~Directors:~~the Errors described above is preliminary and subject to change. The Company will file an amended Form 10-K/A for fiscal year ended December 31, 2023, as soon as practicable.

Nominee	Votes For		Votes Withheld		Broker Non-Votes
Darren Stainrod		115,768,535		1,051		218,997
Mark S. DiSalvo		115,768,536		1,050		218,997
Martin Laidlaw		115,768,536		1,050		218,997
Greg Bennett		115,768,536		1,050		218,997

The foregoing changes will not have any impact on the Company’s portfolio company valuations, cash position, cash flow, revenues or liquidity.

~~Proposal~~The ~~No.~~Audit 2Committee –discussed ~~Ratification~~the ofmatters ~~the~~disclosed ~~Selection~~in ofthis ~~WithumSmith&Brown,~~Current PCReport ason Form 8-K with the Company’s ~~Independent~~independent ~~Registered~~registered ~~Public~~public ~~Accounting~~accounting ~~Firm~~firm, ~~for~~WithumSmith. The Company has provided WithumSmith with a copy of the ~~Fiscal~~disclosures ~~Year~~it ~~Ending December~~is ~~31,~~making ~~2024:~~in response to this Item 4.02.

Votes For		Votes Against		Abstentions
115,988,583		0		0

~~There were no broker non-votes for Proposal 2.~~SIGNATURE

~~Proposal~~Pursuant ~~No.~~to 3the –requirements Toof ~~Approve~~ the ~~Adjournment~~Securities and Exchange Act of ~~the~~1934, ~~Annual~~as ~~Meeting~~amended, ifthe ~~Necessary~~Company orhas ~~Appropriate,~~duly caused this report to ~~Solicit~~be ~~Additional~~signed ~~Proxies:~~on its behalf by the undersigned hereto duly authorized.

Votes For		Votes Against		Abstentions
115,967,078		21,504		0

Dated: January 14, 2025

~~There~~PRINCETON ~~were~~CAPITAL noCORPORATION ~~broker~~By: ~~non-votes~~/s/ ~~for~~Gregory ~~Proposal~~J. 3Cannella Name: Gregory J. Cannella Title: Chief Financial Officer

~~No other proposals were submitted to a vote of the Company’s stockholders.~~2

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Dated: December 26, 2024

PRINCETON CAPITAL CORPORATION By: /s/ Gregory J. Cannella Name: Gregory J. Cannella Title: Chief Financial Officer

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