Private Placement - Form 8-K

Item 3.02 Unregistered Sale of Equity Securities.

As of April 1, 2024, BIP Ventures Evergreen BDC sold 313,506 unregistered common shares of beneficial interest (the "Shares") at a price per Share of $27.30 (with the final number of shares being determined on April 16, 2024) to accredited investors in a private placement of Shares for an aggregate purchase price of $8,558,720. 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.