UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Princeton Capital Corporation

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

741865 109

(CUSIP Number)

Mark S. DiSalvo

Sema4, Inc.

800 Turnpike Street, Suite 300

North Andover, MA 01845

978-794-3366

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 19, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This statement constitutes Amendment No. 1 to the Schedule 13D relating to the common stock, par value $0.001 per share (“Shares”), issued by Princeton Capital Corporation (the “Issuer”) and hereby amends the Schedule 13D filed with the Security Exchange Commission on September 18, 2015 (the “Schedule 13D”), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such term in the Schedule 13D.

Item 4 is hereby amended to add the following.

On January 19, 2016, the Issuer, Princeton Advisory Group, Inc. (“Princeton Group”), Gregory J. Cannella (“Cannella”), Munish Sood (“Sood”), Thomas Jones, Jr. (“Jones Jr.”) and Trennis L. Jones (“Jones” and together with Jones Jr., the “Independent Directors” and the Independent Directors together with the Issuer, Princeton Group, Cannella and Sood, the “Settling Defendants” or the “Princeton Parties”) on the one hand, entered into a settlement agreement (“Settlement Agreement”) with Capital Link Fund I, LLC (“Capital Link”), CT Horizon Legacy Fund, LP (“CT Horizon”), Capital Point Partners, LP (“CPP I”), and Sema4, Inc. (“Semaphore” and together with Capital Link, CT Horizon and CPP I, the “Plaintiffs” or the “Capital Point Parties”) on the other hand.

Subject to the terms and conditions contained therein, the Settlement Agreement settles between the Plaintiffs and the Settling Defendants the disputes described in the lawsuit captioned Capital Link Fund I, LLC, et al. v. Capital Point Management, LP, et al., C.A. No. 11483-VCN (the “Litigation”). For the avoidance of doubt, none of the following is a party to the Settlement Agreement: Alfred Jackson (“Jackson”), Martin Tuchman (“Tuchman”), Capital Point Management, LP (“CPM”), Capital Point Advisors, LP (“CPA”) or Princeton Investment Advisors, LLC (“PIA,” and, together with Jackson, Tuchman, CPM and CPA, collectively the “Non-Settling Defendants”). The following description of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Prior to and in connection with the execution of the Settlement Agreement, the board of directors of the Issuer (the “Board”) authorized the Issuer entering into the Settlement Agreement and the transactions contemplated by the Settlement Agreement, including the following actions:

Pursuant to the terms of the Settlement Agreement, concurrently with the execution of the Settlement Agreement by the parties, each of the Independent Directors resigned as a director of the Issuer effective as of one business day after the date on which the stockholders of the Issuer approve all of the Governance Matters (as defined below). Mr. Cannella also resigned as a director, officer, manager, employee and/or consultant of the Issuer and each of its portfolio companies effective as of one business day after the date on which the stockholders of the Issuer approve all of the Governance Matters.

Furthermore, pursuant to the terms of the Settlement Agreement, if any Capital Point Director resigns or is removed as a director of the Issuer (a “Resigning Capital Point Director”), CPP I shall have the right to recommend substitute persons as a replacement director until such time as an individual who is acceptable the Nominating and Corporate Governance Committee of the Issuer and the Board is appointed to the Board as a replacement director.

Pursuant to the Settlement Agreement, the Issuer shall call an annual meeting of stockholders of the Issuer (the “Annual Meeting”) for the purpose of such stockholders voting on, among other things, (i) the election of one of the Capital Point Directors and Mark DiSalvo as Class I Directors and the other Capital Point Director and Greg Bennett as Class III Directors of the Issuer, (ii) the approval of the New Investment Advisory Agreement, (iii) subject to review and approval of Articles of Amendment (and the Board advising approval to the stockholders of the Issuer), the approval of the following amendments to the charter of the Issuer: (A) declassifying the Board, (B) providing the stockholders of the Issuers the right to remove any director, or the entire Board, from office at any time, with or without cause, by the affirmative vote of holders of shares of the Issuer’s capital stock entitled to cast a majority of all votes entitled to be cast in the election of directors and (C) providing the stockholders of the Issuer with the right to take any action by written consent, without prior notice and without a vote, if consents are signed by holders of outstanding shares of the Issuer’s capital stock having not less than the minimum number of votes that would be necessary to authorize such action at a meeting of stockholders at which all outstanding shares of capital stock entitled to vote thereon were present and voted and (iv) such other matters as may be designated by the New Chairman (the matters set forth in the foregoing clauses (i) through (iv), the “Governance Matters”).

In connection with the foregoing, the Plaintiffs agreed to stay the Litigation against the Settling Defendants and promptly following the date on which the Issuer’s stockholders approve all of the Governance Matters, the Plaintiffs agreed to dismiss with prejudice the Litigation against the Settling Defendants and Tuchman, in each case, subject to the satisfaction of certain conditions set forth in the Settlement Agreement.

Furthermore, pursuant to the Settlement Agreement and subject to certain conditions and limitations, the Settling Defendants are granting a release of claims against each Capital Point Party and, in certain instances, the Issuer and the Capital Point Parties are granting a release of claims against the Independent Directors, Sood and Princeton Group.

Item 6 is amended to add the following:

On January 19, 2016, the Issuer, Princeton Group, Cannella, Sood, Jones Jr. and Jones on the one hand, entered into the Settlement Agreement with Capital Link, CT Horizon, CPP I and Semaphore on the other hand, defined and described in Item 4 above. The Settlement Agreement is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 19, 2016

EXHIBIT INDEX