UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A



(Mark
One)

| | ☒ | ANNUAL
                                         REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------------------------------------------------



| |  | For
                                         the fiscal year ended: December 31, 2017
| |  | -------------------------------------------------------------------------------------





OR



| | ☐ | TRANSITION
                                         REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------------------------------------------------



Commission
file number 333-174873



Triton
Pacific Investment Corporation, Inc.



(Exact
name of registrant as specified in its charter)

|                                                                                       |  |                                                             
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|Maryland                                                                               |  | 45-2460782                                                  
|(State
        or other jurisdiction
        of
        incorporation or organization) |  | (I.R.S.
        Employer
        Identification
        No.)
|                                                                                       | 
|6701
        Center Drive West, Suite 1450
        Los
        Angeles, CA 90045      
|(Address
                    of principal executive offices)                          

(310)
943-4990

(Registrant’s
telephone number, including area code)



Securities
registered pursuant to Section 12(b) of the Act:

|                        |  |                                         
|----------------------- |  | ----------------------------------------
|Title
    of each class |  | Name
    of exchange on which registered
|None                    |  | Not
    applicable                      



Securities
registered pursuant to Section 12(g) of the Act:



Common
Stock, $0.001 par value per share



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ 
No ☐



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ 
No ☐



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☐  No ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ 
No ☐





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Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.05 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act.

|                            |  |                                                      |  |                                 |  | 
|--------------------------- |  | ---------------------------------------------------- |  | ------------------------------- |  | 
|Large accelerated
    filer |  | ☐                                                    |  | Accelerated
    filer ☐        
|                            |  |                                                     
|Non-accelerated
    filer   |  | ☒  (Do not check
    if a smaller reporting company) |  | Smaller
    reporting company ☐
|                            |  |                                                      |  | 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. ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☐





There is no established market
for the Registrant’s shares of common stock. The Registrant is currently conducting an ongoing public offering of
its shares of common stock pursuant to a Registration Statement on Form N-2, which shares are currently being offered
and sold at $13.21 per share, with discounts available for certain categories of purchasers, or at a price necessary to ensure
that shares are not sold at a price, net of sales load, below net asset value per share.

As of July 2, 2018, there were
1,516,257.20 shares of the registrant’s Class A common stock, $0.001 par value, outstanding.







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EXPLANATORY
NOTE

Triton
Pacific Investment Corporation, Inc. (the “Company,” “we,” “us,” or “our”)
is filing this Amendment No. 2 on Form 10-K/A (this “Amendment No. 2”) to amend our Annual
Report on Form 10-K for the year ended December 31, 2017, originally filed with the Securities and Exchange
Commission (the “SEC”) on April 2, 2018 (the “Original Form 10-K”), as amended on April 30,
2018 (“Amendment No. 1”). The Company inadvertently omitted the date from the certification of its chief
financial officer that was included with Amendment No. 1. The Company is filing this Amendment No. 2 solely to include the
dated certification of the Company’s chief financial officer. As required by the rules of the SEC, this Amendment No. 2
includes the new certifications from the Company’s chief executive officer and chief financial officer.

Except
as described above, this Amendment No. 2 does not modify or update disclosure in, or exhibits to, the Original Form 10-K
or Amendment No. 1. Furthermore, this Amendment No. 2 does not change any previously reported financial results,
nor does it reflect events occurring after the filing date of the Original 10-K or Amendment No. 1.  This Amendment
No. 2 should be read in conjunction with the Original Form 10-K and Amendment No. 1 and with our filings with
the SEC subsequent to the Original Form 10-K and Amendment No. 1.







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PART IV



Item 15.    Exhibits and Financial
Statement Schedules







|     | The following exhibits are filed as part of this amendment.                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|31.3 | Certification of Chief Executive Officer of Triton
Pacific Investment Incorporation., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith)



|31.4 | Certification of Chief Financial Officer of Triton
Pacific Investment Incorporation., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the  2nd day of  July 2018.



| | TRITON PACIFIC INVESTMENT CORPORATION, INC.
| | -------------------------------------------
| |                                            
| | By:                                        
| |                                            
| |                                            
| |                                            
| |                                            
| | By:                                        
| |                                            
| |                                            
| |                                            







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