UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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| N/A | N/A | N/A |
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 (see General Instructions A.2. below):
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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. ¨
| Item 3.02 | Unregistered Sales of Equity Securities. |
On March 28, 2024, KKR FS Income Trust Select (the “Company”) issued and sold 399,680.2558 unregistered Class S shares (the “Sold Shares”) of the Company’s common shares of beneficial interest (the “Shares”) pursuant to subscription agreements entered into with the participating investors for aggregate consideration of $10 million. The per share price at which the Company issued the Sold Shares was $25.02 per share, determined in accordance with Section 23 of the Investment Company Act of 1940, as amended.
The offer and sale of the Sold Shares were conducted in connection with the Company’s continuous private offering of Shares (the “Private Offering”) in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Company relied, in part, upon representations from each participating investor in the relevant subscription agreement that such investor is an “accredited investor” as defined in Regulation D under the Securities Act.
| Item 8.01 | Other Events. |
The Company is currently conducting the Private Offering on a continuous basis for up to $5.0 billion in Shares. As of the date hereof, the Company has issued an aggregate of 1,800,682.5654 Shares in the Private Offering for total consideration of approximately $45 million. These figures do not include any Shares sold through the Company’s distribution reinvestment plan (if any). The Company intends to continue selling Shares in the Private Offering from time to time.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 28, 2024
| KKR FS Income Trust Select | ||
| By: | /s/ Stephen S. Sypherd | |
| Name: | Stephen S. Sypherd | |
| Title: | General Counsel and Secretary | |