Private Placement Form 8 K

Item 3.02 Unregistered Sale of Equity Securities.

As of July 1, 2024, BIP Ventures Evergreen BDC sold 148,580 unregistered common shares of beneficial interest (the "Shares") at a price per Share of $28.60 (with the final number of shares being determined on July 15, 2024) to accredited investors in a private placement of Shares for an aggregate purchase price of $4,249,400. 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.