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Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

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Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

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Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

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Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

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Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

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when declared effective pursuant to Section 8(c) of the Securities Act.

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immediately upon filing pursuant to paragraph (b) of Rule 486.

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on [___], 2024 pursuant to paragraph (b) of Rule 486.

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60 days after filing pursuant to paragraph (a) of Rule 486.

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on (date) pursuant to paragraph (a) of Rule 486.

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This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

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This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:            .

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This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:                 .

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This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:                 .

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This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:                 .

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Registered Closed-End Fund (closed-end fund that is registered under the Investment Company Act of 1940 (“1940 Act”)).

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Business Development Company (closed-end fund that intends or has elected to be regulated as a business development company under the 1940 Act).

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Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the 1940 Act).

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A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

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Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

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Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)).

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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 7(a)(2)(B) of Securities Act.

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New Registrant (registered or regulated under the 1940 Act for less than 12 calendar months preceding this filing).

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Investment in the Company is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Company.

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Investors may not have access to the money they invest for an extended period of time.

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You should not expect to be able to sell your Common Shares, regardless of how we perform.  Because you may not be able to sell your shares, you will be unable to reduce your exposure on any market downturn.

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Our Common Shares are not currently listed on an exchange and given that we have no current intention of pursuing any such listing, it is unlikely that a secondary trading market will develop for our Common Shares. The purchase of our Common Shares is intended to be a long-term investment.

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Distributions are not guaranteed, and if made, may be funded from sources other than cash flow from operations, including the sale of assets, borrowings, return of capital or offering proceeds.  Although we generally expect to fund distributions from cash flow from operations, we have not established limits on the amounts we may pay from such sources.

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Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the Advisor or its affiliates, that may be subject to reimbursement to the Advisor or its affiliates. The repayment of any amounts owed to our affiliates will reduce future distributions to which investors would otherwise be entitled.

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We use and expect to continue to use leverage, which will magnify the potential for loss on amounts invested in us. See “Risk Factors - The Company Borrows Money, Which Magnifies the Potential for Gain or Loss on Amounts and May Increase the Risk of Investing With Us.”

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There are restrictions on shareholders.

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There is a risk that investors may not receive distributions.

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We have implemented a share repurchase program, but only a limited number of shares will be eligible for repurchase and repurchases will be subject to available liquidity and other significant restrictions.

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You may pay a sales load of up to 3.50% and offering expenses of up to 0.04% on the amounts you invest. If you pay the maximum aggregate 3.54% for sales loads and offering expenses, you must experience a total return on your net investment of 3.67% in order to recover these expenses.

		Price to the Public(1)				Proceeds to Us, Before Expenses(2)
Maximum Offering(2)		$	2,000,000,000			$	2,000,000,000
Class S Shares, per Share		$	20.87			$	666,666,666
Class D Shares, per Share		$	20.87			$	666,666,666
Class I Shares, per Share		$	20.87			$	666,666,666

(1)	Class S shares, Class D shares and Class I shares will be offered on a monthly basis at a price per share equal to or above the NAV per share for such class. The table reflects the NAV per share of each class as of February 29, 2024.

(2)	An upfront sales load of 3.50% and 1.50% is paid with respect to Class S shares and Class D shares, respectively.

(3)

The table assumes that all shares are sold in the primary offering, with 1/3 of the gross offering proceeds from the sale of Class S shares, 1/3 from the sale of Class D shares and 1/3 from the sale of Class I shares. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from this assumption.

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a gross annual income of at least $70,000 and a net worth of at least $70,000, or

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a net worth of at least $250,000.

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meets the minimum income and net worth standards established in the investor’s state;

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can reasonably benefit from an investment in our Common Shares based on the investor’s overall investment objectives and portfolio structure;

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is able to bear the economic risk of the investment based on the investor’s overall financial situation; and

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has an apparent understanding of the following:

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the fundamental risks of the investment;

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the risk that the investor may lose its entire investment;

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the lack of liquidity of our shares;

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the background and qualification of our Advisor; and

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the tax consequences of the investment.

SUITABILITY STANDARDS	I
ABOUT THIS PROSPECTUS	IV
MULTI-CLASS EXEMPTIVE RELIEF	IV
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	IV
PROSPECTUS SUMMARY	1
FEES AND EXPENSES	18
RISK FACTORS	21
USE OF PROCEEDS	58
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	60
INVESTMENT OBJECTIVES AND STRATEGIES	72
SENIOR SECURITIES	77
PORTFOLIO COMPANIES	78
MANAGEMENT OF THE COMPANY	96
PORTFOLIO MANAGEMENT	102
ADVISORY AGREEMENT, ADMINISTRATION AGREEMENT AND OTHER AGREEMENTS	105
CONFLICTS OF INTEREST	111
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS	117
DISTRIBUTIONS	118
DESCRIPTION OF OUR COMMON SHARES	120
DETERMINATION OF NET ASSET VALUE	128
PLAN OF DISTRIBUTION	130
HOW TO SUBSCRIBE	134
SHARE REPURCHASE PROGRAM	136
DIVIDEND REINVESTMENT PLAN	138
REGULATION	139
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	143
RESTRICTIONS ON SHARE OWNERSHIP	150
CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR	151
BROKERAGE ALLOCATION AND OTHER PRACTICES	151
EXPERTS	151
LEGAL MATTERS	151
AVAILABLE INFORMATION	151
INDEX TO FINANCIAL STATEMENTS	F-1
APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT	A-1

Q:	What is Kennedy Lewis Capital Company (the “Company,” “we,” “us” or “our”)?
A:	The Company is a Delaware statutory trust structured as an externally managed, diversified closed-end management investment company. The Company has elected to be treated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company intends to elect to be treated as a regulated investment company (a “RIC”) for U.S. federal income tax purposes under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company commenced its operations on February 1, 2023 as a privately offered BDC. The Company has and continues to privately offer Common Shares pursuant to the terms set forth in the subscription agreements it enters into with investors in connection with the private offerings (each, a “Subscription Agreement”). The Common Shares sold in connection with the private offerings are being sold under the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”) only to investors that are “accredited investors” in accordance with Rule 506 of Regulation D promulgated under the Securities Act, and other exemptions of similar import in the laws of the states and jurisdictions where the offerings are being made. As of February 29, 2024, 10,843,106 Common Shares have been privately issued. The Company expects to raise an aggregate $245 million through its ongoing private offerings prior to the commencement of its public offering.
Q:	Who are Kennedy Lewis Investment Management LLC, Kennedy Lewis Capital Holdings, and Kennedy Lewis Management LP?
A:	Kennedy Lewis Investment Management LLC (“Kennedy Lewis Investment Management”) is an alternative investment firm with total assets under management of over $15 billion. Kennedy Lewis Investment Management’s alternative asset management businesses include investment vehicles focused on opportunistic credit and collateralized loan obligations. Kennedy Lewis Capital Holdings LLC (“Kennedy Lewis Capital Holdings,” in such capacity, the “Advisor”), is a Delaware limited liability company that is registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor serves as the Company’s investment adviser pursuant to an investment advisory agreement between the Company and the Advisor (as amended, the “Advisory Agreement”). Kennedy Lewis Management LP (“Kennedy Lewis Management,” and together with Kennedy Lewis Investment Management and Kennedy Lewis Capital Holdings and their affiliates, “Kennedy Lewis”) is registered with the SEC as an investment adviser under the Advisers Act. Kennedy Lewis Capital Holdings has entered into a resource sharing agreement (“Resource Sharing Agreement”) with Kennedy Lewis Management, pursuant to which Kennedy Lewis Management makes certain personnel and resources available to Kennedy Lewis Capital Holdings to provide certain investment advisory services to the Company. Kennedy Lewis Management serves as the Company’s administrator (in such capacity, the “Administrator”) pursuant to an administration agreement (the “Administration Agreement”). The Administrator has retained a sub-administrator to perform any or all of its obligations under the Administration Agreement. See “Advisory Agreement, Administration Agreement and Other Agreements—Administration Agreement.”
Q:	What are the Company’s investment objectives?
A:	The Company’s investment objectives are to maximize the total return to its shareholders in the form of current income and, to a lesser extent, capital appreciation.
Q:	What is the Company’s investment strategy?
A:	The Company seeks to meet its investment objectives by:

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utilizing the experience and expertise of Kennedy Lewis, along with its broader resources, network of relationships (including founders, management teams, corporate boards, minority equity owners, portfolio companies, banks, prior financing relationships, etc.), and human capital, including its capabilities as it relates to sourcing, evaluating, and structuring transactions;

	•	employing a defensive investment approach focused on long-term credit performance and principal protection;
	•	focusing on investing primarily in debt or other debt-like securities across the capital structure of middle market companies located in the United States and, selectively, in other North American countries and in Europe, with the ability to consider investments focused on other geographic markets;
	•	investing primarily in established, stable, enterprises with positive cash flow, strong competitive positioning in their industries, experienced management teams, and diverse customer and supplier bases; and
	•	maintaining rigorous portfolio monitoring in an attempt to anticipate and pre-empt negative credit events within the Company’s portfolio.

	The Company’s investment strategy is expected to capitalize on Kennedy Lewis’ scale and reputation in the market as a collaborative financing partner, as well as its ability to transact with speed and certainty, to invest in companies seeking alternative sources of funding at pricing levels that fit its mandate.
Q:	What types of investments does the Company make?
A:	The Company seeks to invest primarily in debt or other debt-like securities across the capital structure of middle market companies located in the United States and, selectively, in other North American countries and in Europe, with the ability to consider investments focused on other geographic markets. We generally define middle market companies as those having enterprise values between $300 million and $3 billion. The Company employs a strategy to primarily provide capital to middle market companies, with a focus on direct originations of private loans that are generally first lien, senior secured instruments in performing companies, with return characteristics that the Advisor believes are appropriate for the Company to meet its investment objectives. To a lesser extent, the Company expects to invest a portion of its assets in more liquid credit investments such as high yield and/or investment grade bonds, broadly syndicated loans, CLOs, and other liquid securities, including, cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, to, among other things, maintain liquidity for its discretionary share repurchase program and manage cash before investing subscription proceeds into origination investments, while also seeking attractive investment returns. The loans in which the Company invests will generally pay floating interest rates based on a variable base rate. The Company expects to generate returns primarily from interest income and fees from senior secured loans, with some capital appreciation through nominal equity co-investments. The Company expects to generally self-originate senior secured loans and other private debt investments, including broadly syndicated loans, sourced through its network of relationships, including founders, management teams, corporate boards, minority equity owners, portfolio companies, banks and prior financing relationships. As part of the opportunistic credit strategy that Kennedy Lewis manages through its family of opportunistic private credit funds, Kennedy Lewis regularly sources loans that are appropriate for the Company’s investment strategy. These are loans that flow from Kennedy Lewis’ existing deal origination efforts across a range of industries and corners of the market that exhibit uncorrelated or counter-cyclical characteristics. The Advisor’s experienced team has originated and structured private investments in a variety of macro-economic environments to create diverse portfolios of loans that span multiple industries. We expect most of the debt instruments in which the Company will invest to be unrated or rated below investment grade. Generally, if the Company’s unrated investments were rated, they would be rated below investment grade. These securities, which are often referred to as “junk” or “high yield”, have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and are illiquid. Our investments are subject to a number of risks. See “Investment Objective and Strategies” and “Risk Factors.”

Q:	What potential competitive strengths does the Advisor offer?
A:	We believe Kennedy Lewis is one of the few investment management firms with the experience and capabilities to effectively manage a U.S. direct lending investment strategy, offering investors the following potential competitive strengths:

	•	Institutional Credit Platform: Kennedy Lewis is an institutional alternative investment firm focused on credit strategies. The firm manages total assets of over $15 billion across investment vehicles focused on opportunistic credit, direct lending, homebuilder finance, and CLOs. We believe Kennedy Lewis’ experience navigating both public and private market credit strategies provides it with the insights necessary to identify opportunities early and evaluate investments that we believe can offer a risk-adjusted return profile that fits the Company’s mandate.
	•	Credit Expertise & Proprietary Origination Capabilities: Kennedy Lewis has a team of approximately 90 professionals, including 41 investment professionals who are focused on the sourcing, structuring, execution, management and realization of credit investments. Kennedy Lewis professionals have institutional pedigrees, substantial sector and credit investing experience, and a history working together both at Kennedy Lewis and prior to Kennedy Lewis’ formation.
		Kennedy Lewis’ senior investment professionals have networks and competencies in specific industries and asset classes. We believe sourcing through Kennedy Lewis’ network can result in less competition as well as less deal overlap within an investor’s overall private credit portfolio. This network of relationships strengthens the firm’s long-term, non-sponsored focused, deal origination efforts by helping drive substantial proprietary deal flow and insight into investment opportunities.
		Kennedy Lewis believes the Company will benefit from the firm’s CLO business, which targets par loans with attractive risk-return profiles. Access to the capabilities, industry insights, and credit coverage of Kennedy Lewis’ 17 CLO professionals, including 12 investment and 5 operational professionals, is expected to enhance the Company’s investment strategy as well as further strengthen and differentiate the Investment Team’s sourcing through additional access to the bank loan market. The Advisor believes that access to Kennedy Lewis’ CLO professionals and platform i) expands the Advisor’s credit and industry research coverage and ii) provides the Advisor with additional access to a range of credits and industry insights that can serve as early warning signs of distress, which enhances the Company’s ability to achieve its investment objectives and strategies.
	•	Non-Sponsor Middle Market Lending: The Company seeks to capitalize on the needs of middle market companies for alternative sources of funding. Kennedy Lewis has a history of engaging in non-sponsor backed direct lending situations which require rigorous fundamental top-down credit analysis, sector expertise and creative structuring. Non-sponsored direct lending opportunities are not beholden to sponsor deal activity; Kennedy Lewis sources opportunities in industries that reflect its views of the macro environment which it believes can lead to a less correlated portfolio, improved pricing and terms, greater control, and less deal overlap with other financing sources.
	•	Culture of Risk Management: Kennedy Lewis’ underwriting of potential opportunities is underpinned by long-term macroeconomic views, deep fundamental credit analysis, stress-testing of the downside scenario, and curating an insulated portfolio. We believe Kennedy Lewis’ historic performance in its investing activities can be attributed to adhering to i) a comprehensive investment process, ii) conducting bottom-up fundamental credit analysis, iii) creative structuring that seeks to achieve underwritten performance as well as principal protection in a downside scenario, and iv) active portfolio monitoring and engagement. The investment process involves multiple layers of review prior to reaching final Investment Committee approval and, post investment, the team will monitor each investment on an ongoing basis. Kennedy Lewis seeks to identify and risk manage deteriorating credits early on when the first signs of stress appear, and will seek to assign the appropriate resources to support the portfolio company and mitigate loss. The Company primarily targets established, stable, enterprises with positive cash flow, strong competitive positioning in their industries, experienced management teams, and diverse customer and supplier bases.
	•	Flexible Investment Approach. Kennedy Lewis believes that the ability to invest opportunistically throughout a capital structure provides a meaningful competitive advantage in sourcing transactions and enables the Company to seek investments that provide the best risk/return proposition in any given transaction. Kennedy Lewis’ creative and flexible approach to deal-structuring distinguishes it from other financing sources which may be forced to follow inflexible rules-based investment mandates and do not maintain the flexibility to take advantage of opportunities that do not fall neatly into their more restrictive investment parameters. Kennedy Lewis believes its flexible direct lending approach has the potential to bring a diversification element to an investor’s overall portfolio exposure with the opportunity to generate returns that fit the Company’s mandate, greater control, and less deal overlap with other financing sources.

	•	Investment Track Record. Kennedy Lewis Investment Management’s track record in private debt lending (including the types of credit investments the Company intends to invest in) dates back to its inception in 2017. Since then, Kennedy Lewis Investment Management’s opportunistic credit funds have invested more than $8.7 billion in capital through various funds and accounts advised or sub-advised by Kennedy Lewis and its affiliates. The Advisor currently manages over $15 billion.
	•	Partnership Approach: Kennedy Lewis takes a long-term partnership approach with borrowers and works closely with management teams to provide structural accommodations that fit the needs of businesses. We believe Kennedy Lewis’ track record and reputation for providing creative capital solutions to address a company’s financing needs helps to foster durable relationships with founders, management teams, corporate boards, owners, and advisors; these relationships strengthen the firm’s long-term deal origination efforts by helping drive substantial proprietary deal flow and insight into investment opportunities.

 

Q:	What is the market opportunity?
A:	Private credit as an asset class has grown considerably since the global financial crisis of 2008, and it is estimated that the total market size of private credit has grown five-fold to reach $1.5 trillion in 20221. We expect this growth to continue and, along with the factors outlined below, to provide a robust backdrop to what Kennedy Lewis believes will be a significant number of attractive investment opportunities aligned to our investment strategy.

	•	Senior Secured Loans Offer Attractive Investment Characteristics. Kennedy Lewis believes that senior secured loans benefit from their relative priority position, typically sitting as the most senior obligation in an issuer’s capital structure, often with a direct security interest in the issuer’s (or its subsidiaries’) assets.  Senior secured loans generally consist of floating rate cash interest coupons that Kennedy Lewis believes can be an attractive return attribute in a rising interest rate environment.  In addition to a current income component, senior secured loans typically include original issue discount, closing payments, commitment fees, SOFR (or similar rate) floors, call protection, and/or prepayment penalties and related fees that are additive components of total return.  The relative seniority and security of a senior secured loan, coupled with the privately negotiated nature of direct lending, help mitigate downside risk. These attributes have contributed to senior secured loans’ comparatively strong record of recovery after a default, as such loans have historically realized a higher recovery rate than unsecured parts of an issuer’s capital structure.2
	•	Regulatory Actions Continue to Drive Demand towards Private Financing. The direct lending market has seen notable growth and has become a viable alternative solution for middle to upper middle market borrowers seeking financing capital. Global regulatory actions that followed the 2008 financial crisis have significantly increased the cost of capital requirements for commercial banks, limiting the willingness of commercial banks to originate and retain illiquid, non-investment grade credit commitments on their balance sheets, particularly with respect to middle and upper middle market-sized issuers.  Instead, many commercial banks have adopted an “underwrite-and-distribute” approach, which Kennedy Lewis believes is often less attractive to corporate borrowers seeking certainty of capital. As a result, commercial banks’ share of the leveraged loan market declined from approximately 71% in 1994 to less than 25% in 20223. Access to the syndicated leveraged loan market has also become challenging for both first time issuers and smaller scale issuers, who previously had access to the capital markets.  Issuers of tranche sizes representing less than $500 million account for approximately 7% of the new issue market as of December 31, 2022 as compared to over 49% in 20004.  Kennedy Lewis believes that these regulatory actions have caused a shift in the role that commercial banks play in the direct lending market for middle to upper middle market borrowers, creating a void in the financing marketplace. This void has been filled by direct lending platforms which seek to provide borrowers an alternative “originate and retain” solution. In response, corporate borrower behavior has increasingly shifted to a more conscious assessment of the benefits that direct lending platforms of strategic financing partners can offer.

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	•	Volatility in Credit Markets has made Availability of Capital Less Predictable. Kennedy Lewis believes that the value of direct lending platforms for borrowers hinges on providing certainty of capital at a fair economic price. Volatility in the credit markets, coupled with changes to the regulatory framework over the past several years, has resulted in an imbalance between the availability of new loans to middle market borrowers and the demand from borrowers requiring capital for acquisitions, capital expenditures, recapitalizations, refinancings and restructurings. For example, in March 2023, several financial institutions experienced a larger-than-expected decline in deposits and several banks have been placed into receivership. Kennedy Lewis believes that the recent regional bank crisis presents an additional opportunity. Kennedy Lewis further believes that the scarcity of the supply of traditional loan capital relative to the demand has created an environment where direct lenders can often negotiate loans with attractive returns and creditor protections.
	•	Increasingly Larger Borrowers Are Finding Value in Private Solutions. Kennedy Lewis believes the opportunity set has subtly shifted toward larger borrowers in recent times. The private credit focus on the middle market was traditionally driven by borrowers’ inefficient access to capital, and the fact that such borrowers were too small to have a syndicated loan or high yield bond. At the upper end of the middle market, companies have traditionally had the option to pursue a broadly syndicated loan, but recent volatility has increased the value they appear to be placing on the confidentiality, efficiency and execution certainty that is available in the private credit market. Kennedy Lewis believes that as borrowers and debt advisors become more aware of the depth in the private debt space that has been created by scaled providers, they will increasingly weigh this option against public market alternatives for larger companies.

 

Q:	How are investments allocated to the Company?
A:	Kennedy Lewis provides investment management services to other investment funds and client accounts and will share any investment and sale opportunities with its other clients and the Company in accordance with applicable law, including the Advisers Act, firm-wide allocation policies, and any exemptive order from the SEC permitting co-investment activities (as further described below), which generally provide for sharing eligible investments pro rata among the eligible participating funds and accounts, subject to certain allocation factors. As a BDC regulated under the 1940 Act, the Company is subject to certain limitations relating to co-investments and joint transactions with affiliates, which, in certain circumstances, may limit the Company’s ability to make investments or enter into other transactions alongside other clients. The Advisor has received an exemptive order from the SEC that permits the Company, among other things, to co-invest with certain other persons, including certain affiliates of the Advisor and certain funds managed and controlled by the Advisor, Kennedy Lewis and its affiliates, subject to certain terms and conditions (the “Order”). Pursuant to the Order, the Company’s Board of Trustees (“Board”) has established objective criteria (“Board Criteria”) clearly defining co-investment opportunities in which the Company will have the opportunity to participate with other public or private Kennedy Lewis funds that target similar assets. If an investment falls within the Board Criteria, Kennedy Lewis must offer an opportunity for the Company to participate. The Company may determine to participate or not to participate, depending on whether the Advisor determines that the investment is appropriate for the Company (e.g., based on investment strategy). The co-investment would generally be allocated to the Company and the other Kennedy Lewis funds that target similar assets pro rata based on available capital in the asset class being allocated. If the Advisor determines that such investment is not appropriate for the Company, the investment will not be allocated to the Company, but the Advisor will be required to report such investment and the rationale for its determination for the Company to not participate in the investment to the Board at the next quarterly board meeting.
Q:	Does the Company use leverage?
A:	Yes, we currently use and intend to continue to use leverage to seek to enhance our returns. Our leverage levels will vary over time in response to general market conditions, the size and compositions of our investment portfolio and the views of our Advisor and Board. We expect that our debt-to-equity ratio will generally range between 1x and 1.2x. While our leverage employed may be greater or less than these levels from time to time, it will never exceed the limitations set forth in the 1940 Act, which currently allows us to borrow up to a 2:1 debt to equity ratio. Our leverage may take the form of revolving or term loans from financial institutions, secured or unsecured bonds, securitization of portions of our investment portfolio via collateralized loan obligations or preferred shares. When determining whether to borrow money and assessing the various borrowing structure alternatives, we analyze the maturity, rate structure and covenant package of the proposed borrowings in the context of our investment portfolio, pre-existing borrowings and market outlook.

	The use of leverage magnifies returns, including losses. See “Risk Factors - The Company Borrows Money, Which Magnifies the Potential for Gain or Loss on Amounts and May Increase the Risk of Investing With Us.”

Q:	For whom may an investment in the Company be appropriate?
A:	An investment in our Common Shares may be appropriate for you if you:

	•	meet the minimum suitability requirements described under “Suitability Standards” above, which generally require that a potential investor has either (i) both net worth and annual net income of $70,000 or (ii) net worth of at least $250,000;
	•	seek to allocate a portion of your financial assets to a direct investment vehicle with an income-oriented portfolio of primarily U.S. credit investments;
	•	seek to receive current income through regular distribution payments while obtaining the potential benefit of long-term capital appreciation; and
	•	can hold your Common Shares as a long-term investment without the need for near-term or rapid liquidity.
		We cannot assure you that an investment in our Common Shares will allow you to realize any of these objectives. An investment in our Common Shares is only intended for investors who do not need the ability to sell their Common Shares quickly in the future since we are not obligated to offer to repurchase any of our Common Shares in any particular quarter. See “Share Repurchase Program.”

Q:	Is Kennedy Lewis investing in the Company?
A:	Yes, Kennedy Lewis, its affiliates and employees plan to invest up to $10 million in our Common Shares. As of December 31, 2023, Kennedy Lewis, its affiliates and employees held approximately $2,100,000 of our Common Shares.
Q:	Is there any minimum investment required?
A:	The minimum initial investment in our Class S or Class D shares is $2,500.  The minimum initial investment in Class I is $1,000,000.  The minimum subsequent investment for all share classes is $500 per transaction, except that the minimum subsequent investment amount does not apply to purchases made under our dividend reinvestment plan. The Managing Dealer can waive the initial or subsequent minimum investment at its discretion.
Q:	How is the Company’s value established?
A:	The Company’s NAV is determined based on the value of our assets less the carrying value of our liabilities, including accrued fees and expenses, as of any date of determination. The Advisor, as the Company’s valuation designee pursuant to Rule 2a-5 under the 1940 Act, subject to the Board’s oversight, is responsible for the determination of the fair value of each of our investments and the NAV per share of each of our outstanding classes of shares each month. Investments for which market quotations are readily available will typically be valued at those market quotations. We utilize several factors, including source and number of quotations, to validate that the market quotations are representative of fair value. Investments that are not publicly traded or for which market prices are not readily available are valued based on the input of the Advisor and independent third-party valuation firms engaged at the direction of the Board to review our investments. The Advisor and independent valuation firms use a variety of approaches to establish the fair value of these investments in good faith. The approaches used generally include an analysis of discounted cash flows, publicly traded comparable companies and comparable transactions to establish the enterprise value and also consider recent transaction prices and other factors in the valuation. Independent valuation firms retained by the Company prepare quarter-end valuations of each investment that was (i) originated or purchased prior to the first calendar day of the quarter and (ii) is not a de minimis investment, as determined by the Advisor. These valuations are estimates made using the best available information that is knowable or reasonably knowable. In addition, changes in the market environment, portfolio company performance and other events that may occur over the duration of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations assigned.

	The NAV per share of a class of our outstanding Common Shares is determined by dividing the NAV of that share class by the total number of Common Shares outstanding in that class as of the date of determination. The NAV per share of each share class varies due to, among other things, differences in the amount of servicing fees carried by each class and the number of Common Shares outstanding in each class. See “Determination of Net Asset Value.”
Q:	How can I purchase shares?
A:	Subscriptions to purchase our Common Shares may be made on an ongoing basis. A subscription must be received in good order on or before the fifth business day prior to month end or on a date as determined by the Company or the Advisor in their sole discretion. Each investor is required to fully fund its subscription amount by check, ACH, or wire to the Company’s bank account on or before the last business day of the month or on the date as determined by the Company or the Advisor in their sole discretion (the “Closing”). A shareholder will not know our NAV per share applicable on the effective date of the share purchase. However, the NAV per share applicable to a purchase of shares will generally be available on or before the last day of the month after the effective date of the share purchase. At that time, the actual number of shares purchased based on the shareholder’s subscription amount will be determined, and the shares will be credited to the shareholder’s account as of the effective date of the share purchase. Notice of each share transaction, together with information relevant for personal and tax records, will be furnished to shareholders (or their financial representatives) as soon as practicable, but no later than seven business days after our NAV is determined. Investors, in determining which class of shares to purchase, should consider any ongoing account-based fees payable to outside financial service providers that may apply to shares held in fee-based accounts, as well as the total length of time that the investor will hold the shares. See “How to Subscribe” for more details.
Q:	When will my subscription be accepted?
A:	Completed subscription requests will be accepted on or after the last day of the month in which the shares were purchased or on a date as determined by the Company or the Advisor in their sole discretion. A Subscription Agreement shall be deemed accepted by the Company on the date that the Advisor emails or mails a confirmation and acceptance letter to the subscriber.
Q:	Can I withdraw a subscription to purchase shares once I have made it?
A:	Yes, you may withdraw a subscription after submission at any time before we have accepted the subscription, which we will generally do on or after the last day of the month. You may withdraw your purchase request by notifying the transfer agent, through your financial intermediary or directly on the toll-free, automated telephone line at 866-966-0157.
Q:	What is the per share purchase price?
A:	Shares are sold at the subscription price per share. The Company may set the subscription price per share above the then-calculated net asset value per Common Share based on a variety of factors, including to allocate the total amount of the Company’s organizational and other expenses to new subscribers.
Q:	When is the NAV per share available?
A:	We report our NAV per share as of the last day of each month on our website generally on or before the last day of each month after the effective date of the prior month’s Closing. Because subscriptions must be submitted on or before the fifth business day prior to month’s end, or a date as determined by the Company or the Advisor in their sole discretion, you will not know the NAV per share at which you will be subscribing at the time you subscribe. For example, if you are subscribing on November 30, your subscription request must be received in good order at least five (5) business days before November 30. The purchase price for your shares will be the NAV per share determined as of November 30. The NAV per share as of November 30 will generally be available on or before December 31.

Q:	Can I invest through my Individual Retirement Account (“IRA”), Simplified Employee Pension Plan (“SEP”) or other after-tax deferred account?
A:	Yes, if you meet the suitability standards described under “Suitability Standards” above, you may invest via an IRA, SEP or other after-tax deferred account. If you would like to invest through one of these account types, you should contact your custodian, trustee or other authorized person for the account to subscribe. They will process the subscription and forward it to us, and we will send the confirmation and notice of our acceptance back to them. Please be aware that in purchasing shares, custodians or directors of, or any other person providing advice to, employee pension benefit plans or IRAs may be subject to the fiduciary duties imposed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other applicable laws. These additional fiduciary duties may require the custodian, trustee, director, or any other person providing investment advice to employee pension benefit plans or IRAs to provide information about the services provided and fees received, separate and apart from the disclosures in this prospectus. In addition, prior to purchasing shares, the trustee or custodian of an employee pension benefit plan or an IRA should determine that such an investment would be permissible under the governing instruments of such plan or account and applicable law.
Q:	How often does the Company pay distributions?
A:	The Company has declared quarterly distributions beginning in May 2023 and intends to continue to make quarterly distributions to shareholders as of the effective date of this prospectus. Any distributions we make will be at the discretion of our Board, who will consider, among other things, our earnings, cash flow, capital needs and general financial condition, as well as our desire to comply with the RIC requirements, which generally require us to make aggregate annual distributions to our shareholders of at least 90% of our net investment income. As a result, our distribution rates and payment frequency may vary from time to time, and there is no assurance we will pay distributions in any particular amount, if at all. See “Description of our Common Shares” and “Certain U.S. Federal Income Tax Considerations.” The per share amount of distributions on Class S, Class D and Class I shares will generally differ because of different class-specific shareholder servicing and/or distribution fees that are deducted from the gross distributions for each share class.
Q:	Can I reinvest distributions in the Company?
A:	Yes, we have adopted a dividend reinvestment plan whereby shareholders (other than those located in specific states or who are clients of selected participating brokers, as outlined below) will have their cash distributions automatically reinvested in additional shares of the same class of our Common Shares to which the distribution relates unless they elect to receive their distributions in cash or a combination of cash and Common Shares. The purchase price for shares purchased under our dividend reinvestment plan will be equal to the then current NAV per share of the relevant class of Common Shares. Shareholders will not pay transaction related charges when purchasing shares under our dividend reinvestment plan, but all outstanding Class S and Class D shares, including those purchased under our dividend reinvestment plan, will be subject to ongoing servicing fees. Shareholders located in Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Tennessee, Vermont and Washington, as well as those who are clients of certain participating brokers that do not permit automatic enrollment in our dividend reinvestment plan, will automatically receive their distributions in cash unless they elect to participate in our dividend reinvestment plan and have their cash distributions reinvested in additional Common Shares.  See “Description of Our Common Shares” and “Dividend Reinvestment Plan.”
Q:	How can I change my dividend reinvestment plan election?
A:	A shareholder may elect to receive dividends and other distributions in cash or a combination of cash and Common Shares by notifying the Company in writing at least five (5) business days prior to the declaration date fixed by the Board for such dividend. If such notice to opt-out of the dividend reinvestment plan is received by the Company less than five (5) business days prior to the relevant declaration date, then that dividend will be paid in the form of Common Shares and any subsequent dividends will be paid in cash or a combination of cash and Common Shares.
Q:	How will distributions be taxed?
A:	We intend to elect to be treated for federal income tax purposes, and intend to qualify annually thereafter, as a RIC under the Code. A RIC is generally not subject to U.S. federal corporate income taxes on the net taxable income that it currently distributes to its shareholders.

	Distributions of ordinary income and of net short-term capital gains, if any, will generally be taxable to U.S. shareholders as ordinary income to the extent such distributions are paid out of our current or accumulated earnings and profits. Distributions, if any, of net capital gains properly reported as “capital gain dividends” will be taxable as long-term capital gains, regardless of the length of time the shareholder has owned our shares. A distribution of an amount in excess of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will be treated by a shareholder as a return of capital which will be applied against and reduce the shareholder’s basis in his or her shares. To the extent that the amount of any such distribution exceeds the shareholder’s basis in his or her shares, the excess will be treated by the shareholder as gain from a sale or exchange of the shares. Distributions paid by us will generally not be eligible for the dividends received deduction allowed to corporations or for the reduced rates applicable to certain qualified dividend income received by non-corporate shareholders. Distributions will be treated in the manner described above regardless of whether such distributions are paid in cash or invested in additional shares pursuant to our dividend reinvestment plan. Shareholders receiving distributions in the form of additional shares will generally be treated as receiving a distribution in the amount of the fair market value of the distributed shares. The additional shares received by a shareholder pursuant to our dividend reinvestment plan will have a new holding period commencing on the day following the day on which the shares were credited to the shareholder’s account. Because each investor’s tax position is different, you should consult with your tax advisor on the tax consequences to you of investing in the Company. In particular, non-U.S. investors should consult their tax advisors regarding potential withholding taxes on distributions that they receive. See “Certain U.S. Federal Income Tax Considerations.”
Q:	Can I sell, transfer or otherwise liquidate my shares post purchase?
A:	The purchase of our Common Shares is intended to be a long-term investment. We do not intend to list our shares on a national securities exchange, and do not expect a public market to develop for our shares in the foreseeable future. The Board may, in its sole discretion, after the ten (10) year anniversary of February 1, 2023 (the “Initial Closing Date”) determine to cause the Company to conduct a “Liquidity Event,” which is defined as (1) a listing of the Common Shares on a national securities exchange (an “Exchange Listing”), or (2) a Sale Transaction.  A “Sale Transaction” means (a) the sale of all or substantially all of the Company’s assets to, or other liquidity event with, another entity or (b) a transaction or series of transactions, including by way of merger, consolidation, recapitalization, reorganization, or sale of stock in each case for consideration of either cash and/or publicly listed securities of the acquirer. A Sale Transaction also may include a sale, merger or other transaction with one or more affiliated investment companies managed by the Advisor. The decision to cause the Company to conduct a Liquidity Event will take into consideration factors such as prevailing market conditions at the time and the Company’s portfolio composition. The ability of the Company to commence and consummate a Liquidity Event is not assured, and will depend on a variety of factors, including the size and composition of the Company’s portfolio and prevailing market conditions at the time. Should the Board determine to cause the Company to conduct a Liquidity Event, each investor will be required to agree to cooperate with the Company and take all actions, execute all documents and provide all consents as may be reasonably necessary or appropriate to consummate a Liquidity Event, it being understood that the Company may, without obtaining the consent of any investors, make modifications to the Company’s constitutive documents, capital structure and governance arrangements so long as, in the reasonable opinion of the Board, (x) the economic interests of the investors are not materially diminished or materially impaired, (y) such modifications are consistent with the requirements applicable to BDCs under the 1940 Act and (z) such modifications are not inconsistent with the provisions set forth in this Registration Statement. Upon completion of any Liquidity Event, pre-existing investors may also be required to enter into a lock-up agreement with the underwriters of any Liquidity Event or otherwise for a period not to exceed 180 days (or such longer period as may be required or determined to be advisable by the underwriters of the Exchange Listing or otherwise based on prevailing market conditions and practice at the time). Our Common Shares are freely transferable, except where a transfer is restricted by federal and state securities laws or by contract. We will generally not charge you to facilitate transfers of your shares, other than for necessary and reasonable costs actually incurred by us.

	Following any Liquidity Event, investors may be restricted from selling or transferring their Common Shares for a certain period of time by applicable securities laws or contractually by a lock-up agreement with the underwriters of any Liquidity Event or otherwise. Accordingly, an investor must be willing to bear the economic risk of investment in the Common Shares until we are liquidated. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Common Shares and to execute such other instruments or certifications as are reasonably required by us. In addition, we intend to conduct quarterly share repurchase offers in accordance with the 1940 Act to provide limited liquidity to our shareholders. Our share repurchase program will be the only liquidity initiative that we offer to our shareholders. Because of the lack of a trading market for our shares, you may not be able to sell your shares promptly or at a desired price. If you are able to sell your shares, you may have to sell them at a discount to the purchase price of your shares.
Q:	Can I request that my shares be repurchased?
A:	Yes, subject to the limitations described in this prospectus. No shareholder or other person holding shares acquired from a shareholder has the right to require the Company to repurchase any Common Shares. No public market for the Common Shares exists, and none is expected to develop in the future. Consequently, shareholders may not be able to liquidate their investment other than as a result of repurchases of shares by the Company, as described below. Prior to any Liquidity Event, and subject to market conditions and the Advisor’s commercially reasonable judgment, and subject to authorization by the Board, the Company intends from time to time to offer to repurchase Common Shares pursuant to written tenders by shareholders. Subject to market conditions, the Advisor will in its commercially reasonable judgment cause the Company to repurchase shares from shareholders on a quarterly basis in an amount not to exceed 5.0% of the Company’s NAV; provided, however, that the Advisor, subject to the Board’s discretion and approval, shall cause the Company to repurchase Common Shares from shareholders in an amount at least equal to 10.0% of the Company’s NAV in respect of the fourth calendar quarter of each of the eighth and tenth calendar years following the Initial Closing Date. With respect to any such repurchase offer, investors tendering shares must do so by a date specified in the notice describing the terms of the repurchase offer. The Notice Period shall conclude five (5) days prior to the applicable quarter-end repurchase date. There is no minimum portion of a shareholder’s Common Shares which must be repurchased in any repurchase offer. The Company has no obligation to repurchase Common Shares at any time; any such repurchases will only be made at such times, in such amounts and on such terms as may be determined by the Advisor, in its sole discretion. In determining whether the Company should offer to repurchase Common Shares, the Advisor will consider the timing of such an offer, as well as a variety of operational, business and economic factors. The Company will repurchase Common Shares from shareholders pursuant to written tenders on terms and conditions that the Advisor determines to be fair to the Company and to all shareholders. When the Advisor determines that the Company will repurchase shares, notice will be provided to shareholders describing the terms of the offer, containing information shareholders should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate. Shareholders deciding whether to tender their Common Shares during the period that a repurchase offer is open may obtain the Company’s NAV per share by contacting the Advisor during the period. If a quarterly repurchase offer is oversubscribed by shareholders who tender Common Shares, the Company will repurchase a pro rata portion by value of the Common Shares tendered by each shareholder, extend the repurchase offer, or take any other action with respect to the repurchase offer permitted by applicable law. Repurchases of Common Shares by the Company will generally be paid in cash except that any shareholder, subject to applicable law, may elect to receive its repurchase proceeds in kind by checking the corresponding box on the tender offer form. The Company will, subject to applicable law, seek to distribute a pro rata slice of the entire portfolio to such shareholder to the extent practicable. Repurchases will be effective after receipt and acceptance by the Company of eligible written tenders of shares from shareholders by the applicable repurchase offer deadline. The Company does not intend to impose any charges in connection with repurchases of shares. Shares will be repurchased by the Company after the Base Management Fee has been deducted from the Company’s assets as of the end of the month in which the repurchase occurs — i.e., the accrued Base Management Fee for the quarter in which Common Shares are to be repurchased is deducted prior to effecting the relevant repurchase of Common Shares.

In light of liquidity constraints associated with the Company’s investments, the Company expects to employ the following repurchase procedures: A shareholder choosing to tender shares for repurchase must do so by the applicable deadline, which generally will be five (5) days before the applicable quarter-end repurchase date. Shares will be valued as of the valuation date, which is generally expected to be March 31, June 30, September 30 or December 31 or the next business day, as applicable. The Company will pay all repurchase offer proceeds within five (5) business days of the expiration of the repurchase offer.  Tenders will be revocable upon written notice to the Company until the end of the Notice Period. If modification of the Company’s repurchase procedures as described above is deemed necessary to comply with regulatory requirements, the Advisor will adopt revised procedures reasonably designed to provide shareholders substantially the same liquidity for Common Shares as would be available under the procedures described above. Any modified procedures will comply with applicable federal securities laws, including Rule 13e-4 under the Exchange Act. Payment for repurchased shares may require the Company to liquidate portfolio holdings earlier than the Advisor would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase the Company’s investment related expenses as a result of higher portfolio turnover rates. The Advisor intends to take measures to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of shares. A shareholder tendering for repurchase only a portion of the shareholder’s Common Shares will be required to maintain an account balance of at least $10,000 after giving effect to the repurchase. If a shareholder tenders an amount that would cause the shareholder’s account balance to fall below the required minimum of $10,000, the Company reserves the right to repurchase all of such shareholder’s Common Shares at any time that the aggregate NAV of the Common Shares held by the shareholder (based on the then-most recently disclosed NAV of the Common Shares) is, at the time of such compulsory repurchase, less than $10,000. This right of the Company to repurchase shares compulsorily may be a factor which shareholders may wish to consider when determining the extent of any tender for purchase by the Company. Subject to applicable federal securities laws, including the 1940 Act and rules thereunder, the Company may also repurchase Common Shares held by a shareholder without consent or other action by the shareholder or other person if the Company determines that:

	•	the shares have been transferred or have vested in any person other than by operation of law as the result of the death, bankruptcy, insolvency, adjudicated incompetence or dissolution of the shareholder or with the consent of the Company;
	•	ownership of shares by a shareholder or other person is likely to cause the Company to be in violation of, require registration of any shares under, or subject the Company to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;
	•	continued ownership of shares by a shareholder may be harmful or injurious to the business or reputation of the Company, the Advisor or any of their affiliates, or may subject the Company or any shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences;
	•	any of the representations and warranties made by a shareholder or other person in connection with the acquisition of shares was not true when made or has ceased to be true; or
	•	with respect to a shareholder subject to Special Laws or Regulations, such as those imposed ERISA, the shareholder is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any shares.

In the event that the Advisor or any of its affiliates holds Common Shares in the capacity of a shareholder, the shares may be tendered for repurchase in connection with any repurchase offer made by the Company. Shareholders who require minimum annual distributions from a retirement account through which they hold Common Shares should consider the Company’s schedule for repurchase offers and submit repurchase requests accordingly.

Q:	What fees do you pay to the Advisor?
A:	Under the Advisory Agreement, the Company pays the Advisor a fee for investment management services consisting of the Base Management Fee and Incentive Fee. Base Management Fee. The Company pays the Advisor a Base Management Fee equal to an annual rate of 1.25% of the value of our net assets as of the end of the two most recently completed quarters. The Base Management Fee will be payable quarterly in arrears. Subsequent to an Exchange Listing, the Company will pay the Advisor a base management fee calculated at an annual rate of 1.25% of the Company’s average gross assets at the end of the two most recently completed quarters. Incentive Fee. The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of income and a portion is based on a percentage of capital gains, each as described below. Income-Based Incentive Fee. The portion based on the Company’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income accrued during the calendar quarter (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that are received from portfolio companies, but excluding fees for providing managerial assistance), minus operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement entered into between the Company and the Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind (“PIK”) interest and zero-coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The Company pays the Advisor an Income Based Incentive Fee quarterly in arrears with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

	•	No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized);
	•	100.0% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate until the Advisor has received 12.5% of the total Pre-Incentive Fee Net Investment Income Returns for that calendar quarter. The Company refers to this portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate) as the “catch-up.” This “catch-up” is meant to provide the Advisor an Incentive Fee of 12.5% on all Pre-Incentive Fee Net Investment Income Returns when that amount equals 1.43% in a calendar quarter (5.72% annualized), which is the rate at which the catch-up is achieved.
	•	12.5% of the dollar amount of all Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43%.

Capital Gains-Based Incentive Fee. The second part of the Incentive Fee is determined and payable in arrears as of the end of each calendar year in an amount equal to 12.5% of cumulative realized capital gains from inception through the end of such calendar, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Incentive Fee on capital gains as calculated in accordance with U.S. GAAP (the “Capital Gains Incentive Fee”).

	Subsequent to an Exchange Listing, the Company will pay the Advisor (i) a base management fee calculated at an annual rate of 1.25% of the value of our gross assets as of the at the end of the two most recently completed quarters and (ii) the Income Incentive Fee and Capital Gains Incentive Fee described above except that all of the 12.5% figures referenced therein will be increased to 15.0%. In addition, the expense support aspect (but not the conditional reimbursement aspect) of the Expense Support Agreement (as defined below) will no longer be of any force or effect subsequent thereto with respect to the Company.
Q:	What type of tax reporting will I receive on the Company, and when will I receive it?
A:	As promptly as possible after the end of each calendar year, we intend to send to each of our U.S. shareholders an annual IRS Form 1099-DIV or IRS Form 1099-B, if required, and, in the case of non-U.S. shareholders, an annual IRS Form 1042-S.
Q:	What is the difference between the three classes of Common Shares being offered?
A:	We are offering to the public three classes of Common Shares - Class S shares, Class D shares, and Class I shares. The differences among the share classes relate to ongoing shareholder servicing and/or distribution fees, with Class S shares and Class D shares subject to ongoing shareholder servicing and/or distribution fees of 0.85% and 0.25%, respectively, and Class I shares not subject to shareholder servicing and/or distribution fees. An upfront sales load of 3.50% and 1.50% is paid with respect to Class S shares and Class D shares, respectively. In addition, although no upfront sales load is paid with respect to Class I shares, if you buy Class S shares, Class D shares, or Class I shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.50% cap on NAV for Class S shares, and a 2.0% cap on NAV for Class D shares.  See “Description of Our Common Shares” and “Plan of Distribution” for a discussion of the ongoing shareholder services and distribution services provided to Class S and Class D shareholders and the differences between our Class S, Class D, and Class I shares. Assuming a constant NAV per share of $25.00, we expect that a one-time investment in 400 shares of each class of our shares (representing an aggregate net asset value of $10,000 for each class) would be subject to the following shareholder servicing and/or distribution fees:

			Annual Shareholder Servicing and/or Distribution Fees				Total Over Five Years
	Class S		$	85			$	425
	Class D		$	25			$	125
	Class I		$	—			$	—

Class S shares are available through brokerage and transaction-based accounts. Class D shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, sponsored by participating brokers or other intermediaries that provide access to Class D shares, (2) through participating brokers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through transaction/ brokerage platforms at participating brokers, (4) through certain registered investment advisers, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) other categories of investors that we name in an amendment or supplement to this prospectus. Class I shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, sponsored by participating brokers or other intermediaries that provide access to Class I shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating brokers that have alternative fee arrangements with their clients to provide access to Class I shares, (4) through transaction/brokerage platforms at participating brokers, (5) by our executive officers and Trustees and their immediate family members, as well as officers and employees of the Advisor or other affiliates and their immediate family members, and, if approved by our Board, joint venture partners, consultants and other service providers, or (6) by other categories of investors that we name in an amendment or supplement to this prospectus. In certain cases, where a holder of Class S or Class D shares exits a relationship with a participating broker for this offering and does not enter into a new relationship with a participating broker for this offering, such holder’s shares may be exchanged into an equivalent NAV amount of Class I shares. We may also offer Class I shares to certain feeder vehicles primarily created to hold our Class I shares, which in turn offer interests in themselves to investors; we expect to conduct such offerings pursuant to exceptions to registration under the Securities Act and not as a part of this offering. Such feeder vehicles may have additional costs and expenses, which would be disclosed in connection with the offering of their interests. We may also offer Class I shares to other investment vehicles. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of Common Shares you may be eligible to purchase.

	If you are eligible to purchase all three classes of shares, you should be aware that Class I shares have no shareholder servicing and/or distribution fees, which will reduce the NAV or distributions of the other share classes. However, Class I shares do not receive shareholder services. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of Common Shares you may be eligible to purchase.
Q:	Are there ERISA considerations in connection with investing in the Company?
A:	We intend to conduct our affairs so that our assets should not be deemed to constitute “plan assets” under the ERISA, and certain U.S. Department of Labor regulations promulgated thereunder, as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”). In this regard, generally, we intend to take one of the following approaches: (1) in the event that each class of Common Shares is considered a “publicly-offered security” within the meaning of the Plan Asset Regulations (“Publicly-Offered Security”), we will not limit “benefit plan investors” from investing in the Common Shares; (2) in the event one or more classes of Common Shares does not constitute a Publicly-Offered Security, (a) we will limit investment in each class of Common Shares by “benefit plan investors” to less than 25% of the total value of each class of our Common Shares, within the meaning of the Plan Asset Regulations (including any class that constitutes a Publicly-Offered Security), or (b) we will prohibit “benefit plan investors” from owning any class that does not constitute a Publicly-Offered Security. In addition, each prospective investor that is, or is acting on behalf of any individual retirement account, employee benefit plan, or similar plan or account that is subject to ERISA, or any entity whose underlying assets are considered to include the foregoing (each a “Plan”), must independently determine that our Common Shares are an appropriate investment for the Plan, taking into account its obligations under ERISA, and applicable similar laws, and the facts and circumstances of each investing Plan. Prospective investors should carefully review the matters discussed under “Risk Factors” and “Restrictions on Share Ownership” and should consult with their own advisors as to the consequences of making an investment in the Company.
Q:	Are there any risks involved in buying your shares?
A:	Investing in our Common Shares involves a high degree of risk. If we are unable to effectively manage the impact of these risks, we may not meet our investment objectives and, therefore, you should purchase our Common Shares only if you can afford a complete loss of your investment. An investment in our Common Shares involves significant risks and is intended only for investors with a long-term investment horizon and who do not require immediate liquidity or guaranteed income. Some of the more significant risks relating to an investment in our Common Shares include those listed below:

	•	The Company is a new company with limited operating history, and there is no assurance we will achieve our investment objectives.
	•	The Company has elected to be regulated as a BDC under the 1940 Act, which imposes numerous restrictions on the activities of the Company, including restrictions on leverage and on the nature of its investments.  Such restrictions could negatively affect the Company’s investment returns.
	•	The Company depends upon the Advisor and Administrator for its success and upon their access to investment professionals.
	•	The Company intends to invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. These investments have largely speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal, may be difficult to value and are illiquid.  Defaults by portfolio companies will harm the Company’s operating results.  Investors may lose some or all of their investment.
	•	Defaults by portfolio companies will harm the Company’s operating results.
	•	The Company intends to invest primarily in privately-held companies for which very little public information exists. Such companies are also generally more vulnerable to economic downturns and may experience substantial variations in operating results.

	•	Investment in the Company is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Company.
	•	Investors may not have access to the money they invest for an extended period of time.
	•	You should not expect to be able to sell your Common Shares, regardless of how we perform.  Because you may not be able to sell your shares, you will be unable to reduce your exposure on any market downturn.
	•	Our Common Shares are not currently listed on an exchange and given that we have no current intention of pursuing any such listing, it is unlikely that a secondary trading market will develop for our Common Shares. The purchase of our Common Shares is intended to be a long-term investment.
	•	Distributions are not guaranteed, and if made, may be funded from sources other than cash flow from operations, including the sale of assets, borrowings, return of capital or offering proceeds.  Although we generally expect to fund distributions from cash flow from operations, we have not established limits on the amounts we may pay from such sources.
	•	Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the Advisor or its affiliates, that may be subject to reimbursement to the Advisor or its affiliates. The repayment of any amounts owed to our affiliates will reduce future distributions to which investors would otherwise be entitled.
	•	We use and continue to expect to use leverage, which will magnify the potential for loss on amounts invested in us.
	•	The Company is subject to risks associated with the current interest rate environment and to the extent the Company uses debt to finance its investments, changes in interest rates will affect the cost of capital and net investment income.
	•	The discontinuation and replacement of LIBOR with SOFR as a new benchmark rate may adversely affect the Company’s business and results of operations.
	•	The Company operates in a highly competitive market for investment opportunities.
	•	You will bear substantial fees and expenses in connection with your investment.
	•	There are restrictions on holders of the Common Shares.
	•	There is a risk that investors may not receive distributions.
	•	The Company is operating in a period of capital markets disruption and economic uncertainty.
	•	The Company’s regulatory structure and tax status as a BDC and a RIC could limit certain of the Company’s investments or negatively affect the Company’s investment returns.
	•	We have implemented a share repurchase program, but only a limited number of shares will be eligible for repurchase, and repurchases will be subject to available liquidity and other significant restrictions.
	•	Future changes in laws or regulations and conditions in the Company’s operating areas could have an adverse impact on the Company.

Q:	What is a “best efforts” offering?
A:	Our Common Shares are offered on a “best efforts” basis. A “best efforts” offering means the Managing Dealer and the participating brokers are only required to use their best efforts to sell the shares. When shares are offered to the public on a “best efforts” basis, no underwriter, broker or other person has a firm commitment or obligation to purchase any of the shares. Therefore, we cannot guarantee that any minimum number of shares will be sold.

Q:	What is the expected term of this offering?
A:	We have registered a total of $2,000,000,000 in Common Shares and have sold approximately $216,096,800 in Common Shares in private offerings under the exemption provided by Section 4(a)(2) of the Securities Act. It is our intent, however, to conduct a continuous offering for an extended period of time, by filing for additional offerings of our shares, subject to regulatory approval and continued compliance with the rules and regulations of the SEC and applicable state laws. We endeavor to take all reasonable actions to avoid interruptions in the continuous offering of our Common Shares. There can be no assurance, however, that we will not need to suspend our continuous offering while the SEC and, where required, state securities regulators, review such filings for additional offerings of our Common Shares until such filings are declared effective, if at all.
Q:	What is a regulated investment company, or RIC?
A:	We intend to elect to be treated for federal income tax purposes, and intend to qualify annually thereafter, as a RIC under the Internal Revenue Code of 1986, as amended (the “Code”). In general, a RIC is a company that:

 

	•	is a BDC or registered investment company that combines the capital of many investors to acquire securities;
	•	offers the benefits of a securities portfolio under professional management;
	•	satisfies various requirements of the Code, including an asset diversification requirement; and
	•	is generally not subject to U.S. federal corporate income taxes on its net taxable income that it currently distributes to its shareholders, which substantially eliminates the “double taxation” (i.e., taxation at both the corporate and shareholder levels) that generally results from investments in a C corporation.

Q:	What are the offering and servicing costs?
A:	An upfront sales load of 3.50% and 1.50% is paid with respect to Class S shares and Class D shares, respectively. In addition, although no upfront sales load is paid with respect to Class I shares, if you buy Class S shares, Class D shares, or Class I shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.50% cap on NAV for Class S shares and a 1.50% cap on NAV for Class D shares. Please consult your selling agent for additional information. Subject to Financial Industry Regulatory Authority, Inc. (“FINRA”) limitations on underwriting compensation, we pay the following shareholder servicing and/or distribution fees to the Managing Dealer and/or a participating broker: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares, and (b) for Class D shares, a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, in each case, payable monthly. No shareholder servicing or distribution fees are paid with respect to the Class I shares. The shareholder servicing and/or distribution fees are payable to the Managing Dealer, but the Managing Dealer anticipates that all or a portion of the shareholder servicing and/or distribution fees will be retained by, or reallowed (paid) to, participating brokers. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We also pay or reimburse certain organization and offering expenses, including, subject to FINRA limitations on underwriting compensation, certain wholesaling expenses. See “Use of Proceeds” and “Plan of Distribution.” The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. The Advisor agreed to advance some of our organization and offering expenses on our behalf (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Company’s systems and those of our participating brokers, reasonable bona fide due diligence expenses of participating brokers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of our transfer agent, fees to attend retail seminars sponsored by participating brokers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, brokers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing and/or distribution fee) pursuant to the Expense Support and Conditional Reimbursement Agreement we have entered into with the Advisor (the “Expense Support and Conditional Reimbursement Agreement”). Pursuant to the Expense Support and Conditional Reimbursement Agreement, the Advisor is obligated to advance all of our Other Operating Expenses (as defined below) to the effect that such

	expenses do not exceed 1.00% (on an annualized basis) of the Company’s NAV. We are obligated to reimburse the Advisor for such advanced expenses only if certain conditions are met. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Expense Support and Conditional Reimbursement Agreement” and “Plan of Distribution.” For purposes hereof, “Other Operating Expenses” means our total organization and offering expenses, professional fees, trustee fees, administration fees, shareholder servicing and/or distribution fees, and other general and administrative expenses (including our allocable portion of compensation (including salaries, bonuses and benefits), overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement).
Q:	What are our expected operating expenses?
A:	We expect to incur operating expenses in the form of our management and incentive fees, shareholder servicing and/or distribution fees, interest expense on our borrowings and other expenses, including the fees we pay to our Administrator and SS&C GIDS, Inc. See “Fees and Expenses.”
Q:	Who can help answer my questions?
A:	If you have more questions about this offering or if you would like additional copies of this prospectus, you should contact your financial advisor or our transfer agent at Kennedy Lewis Capital Company, c/o SS&C GIDS, Inc., PO Box 219213, Kansas City, Missouri 64121-9213; or via telephone at (866) 966-0157.

		Class S Shares				Class D Shares				Class I Shares
Shareholder transaction expense (fees paid directly from your investment)
Maximum sales load(1)			3.50%				1.50%				—
Annual expenses (as a percentage of net assets attributable to our Common Shares)(2)
Base management fees(3)			1.25%				1.25%				1.25%
Incentive fees(4)			—				—				—
Shareholder servicing and/or distribution fees(5)			0.85%				0.25%				—
Interest payment on borrowed funds(6)			9.49%				9.49%				9.49%
Other expenses(7)			1.46%				1.46%				1.46%
Total annual expenses			13.05%				12.45%				12.20%

(1)	An upfront sales load of 3.50% and 1.50% is paid with respect to Class S shares and Class D shares, respectively.

(2)	Total net assets as of December 31, 2023 employed as the denominator for expense ratio computation is $221,615,920.

(3)

Prior to an Exchange Listing, the Base Management Fee paid to our Advisor is calculated at an annual rate of 1.25% of the value of our net assets as of the end of the two most recently completed quarters. Subsequent to an Exchange Listing, the Company will pay the Advisor a base management fee calculated at an annual rate of 1.25% of the value of our average gross assets as of the end of the two most recently completed quarters. The base management fee will be payable quarterly in arrears.

(4)	We may have capital gains and investment income that could result in the payment of an Incentive Fee. The incentive fees, if any, are divided into two parts:

•

The first part of the incentive fee is based on income, whereby we pay the Advisor quarterly in arrears 12.5% of our Pre-Incentive Fee Net Investment Income Returns (as defined below), attributable to each class of our Common Shares, for each calendar quarter subject to a 1.25% quarterly (5.0% annualized) hurdle rate, with a catch-up.

•

The second part of the incentive fee is based on realized capital gains, whereby we pay the Advisor at the end of each calendar year in arrears 12.5% of cumulative realized capital gains, attributable to each class of our Common Shares, from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains.

(5)

Subject to FINRA limitations on underwriting compensation, we also pay the following shareholder servicing and/or distribution fees to Managing Dealer and/or a participating broker: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares and (b) for Class D shares, a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares. Class I shares are not subject to shareholder servicing and/or distribution fees.

(6)

We may borrow funds to make investments, including before we have fully invested the proceeds of this continuous offering. To the extent that we determine it is appropriate to borrow funds to make investments, the costs associated with such borrowing will be indirectly borne by shareholders. The figure in the table assumes that we borrow for investment purposes an amount equal to 100% of our weighted average net assets, and that the average annual cost of borrowings, including the amortization of cost associated with obtaining borrowings and unused commitment fees, on the amount borrowed is 9.49%. Our ability to incur leverage depends, in large part, the amount of money we are able to raise through the sale of shares registered in this offering and the availability of financing in the market.

(7)

“Other expenses” include accounting, legal and auditing fees, custodian and transfer agent fees, reimbursement of expenses to our Administrator, organization and offering expenses, insurance costs and fees payable to our Trustees, as discussed in “Advisory Agreement, Administration Agreement and Other Agreements.” Other expenses represent the estimated annual other expenses of the Company based on annualized other expenses for the current fiscal year ended December 31, 2023 and NAV of $221,615,920.

		1 Year				3 Years				5 Years				10 Years
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income:		$	166			$	446			$	754			$	1,662
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains:		$	172			$	463			$	780			$	1,695

		1 Year				3 Years				5 Years				10 Years
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income:		$	140			$	407			$	701			$	1,567
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains:		$	146			$	424			$	727			$	1,602

		1 Year				3 Years				5 Years				10 Years
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income:		$	122			$	384			$	672			$	1,521
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains:		$	128			$	402			$	698			$	1,556

o

increase or maintain in whole or in part the Company’s voting percentage;

o

exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

o

attempt to preserve or enhance the value of the Company’s investment.

•

the higher interest rates on PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and PIK instruments generally represent a significantly higher credit risk than coupon loans;

•

original issue discount and PIK instruments may have unreliable valuations because the accruals require judgments about collectability of the deferred payments and the value of any associated collateral;

•

an election to defer PIK interest payments by adding them to the principal on such instruments increases our future investment income which increases our net assets and, as such, increases the Advisor’s future base management fees which, thus, increases the Advisor’s future income incentive fees at a compounding rate;

•

market prices of PIK instruments and other zero-coupon instruments are affected to a greater extent by interest rate changes, and may be more volatile than instruments that pay interest periodically in cash. While PIK instruments are usually less volatile than zero-coupon debt instruments, PIK instruments are generally more volatile than cash pay securities;

•

the deferral of PIK interest on an instrument increases the loan-to-value ratio, which is a measure of the riskiness of a loan, with respect to such instrument;

•

even if the conditions for income accrual under accounting principles generally accepted in the United States (“GAAP”) are satisfied, a borrower could still default when actual payment is due upon the maturity of such loan;

•

for accounting purposes, cash distributions to investors representing original issue discount income do not come from paid-in capital, although they may be paid from the offering proceeds. Thus, although a distribution of original issue discount income may come from the cash invested by investors, the 1940 Act does not require that investors be given notice of this fact;

•

the required recognition of original issue discount or PIK interest for U.S. federal income tax purposes may have a negative impact on liquidity, as it represents a non-cash component of our investment company taxable income that may require cash distributions to shareholders in order to maintain our ability to maintain tax treatment as a RIC for U.S. federal income tax purposes; and

•

original issue discount may create a risk of non-refundable cash payments to the Advisor based on non-cash accruals that may never be realized.

•

adversely impacting the pricing, liquidity, value of, return on and trading for a broad array of financial products, including any LIBOR-based or previously LIBOR-based securities, loans and derivatives that may be included in the Company’s assets;

•

requiring extensive changes to documentation that governs or references LIBOR or LIBOR-based products, including, for example, pursuant to time-consuming renegotiations of documentation to modify the terms of investments to transition away from LIBOR;

•

resulting in disputes, litigation or other actions with portfolio companies, or other counterparties, regarding the interpretation and enforceability of provisions in the Company’s LIBOR-based or previously LIBOR-based investments, such as fallback language or other related provisions, including, in the case of fallbacks to the alternative reference rates, any economic, legal, operational or other impact resulting from the fundamental differences between LIBOR and the various alternative reference rates; or

•

causing the Company to incur additional costs in relation to any of the above factors.

		Maximum Offering of $666,666,666 in Class S Shares
Gross Proceeds(1)		$	666,666,667				100.00	%
Upfront Sales Load(2)		$	23,333,333				3.50	%
Organization and Offering Expenses(3)		$	266,667				0.04	%
Net Proceeds Available for Investment		$	643,066,667				96.46	%

		Maximum Offering of $666,666,666 in Class D Shares
Gross Proceeds(1)		$	666,666,667				100.00	%
Upfront Sales Load(2)		$	10,000,000				1.50	%
Organization and Offering Expenses(3)		$	266,667				0.04	%
Net Proceeds Available for Investment		$	656,400,000				98.46	%

		Maximum Offering of $666,666,666 in Class I Shares
Gross Proceeds(1)		$	666,666,667				100.00	%
Upfront Sales Load(2)		$
Organization and Offering Expenses(3)		$	266,667				0.04	%
Net Proceeds Available for Investment		$	666,400,000				99.96	%

(1)

We intend to conduct a continuous offering of an unlimited number of Common Shares over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415 under the Securities Act; however, in certain states this offering is subject to annual extensions.

(2)	An upfront sales load of 3.50% and 1.50% is paid with respect to Class S shares and Class D shares, respectively.

(3)

The organization and offering expense numbers shown above represent our estimates of expenses to be incurred by us in connection with this offering and include estimated wholesaling expenses reimbursable by us. See “Plan of Distribution” for examples of the types of organization and offering expenses we may incur.

At December 31, 2023
Investment Portfolio		$	352,378,520
Net assets		$	221,615,920
Debt		$	195,000,000
Net asset value per share		$	20.55

Portfolio Activity for the Year Ended December 31, 2023
Purchases during the period		$	490,600,898
Sales and principal repayments during the period		$	149,155,907
Net investments during the period		$	341,444,991
Number of portfolio companies at end of period			90
Weighted average contractual interest rate of investment commitments based on par			11.05	%

		December 31, 2023 Fair Value				Percentage of Total Investments at Fair Value
First Lien		$	317,768,488				90.18	%
Second Lien			19,050,076				5.41	%
Equity			15,559,956				4.41	%
Total		$	352,378,520				100.00	%

		For the Year Ended December 31, 2023				For the period from February 10, 2022 (Inception Date) to December 31, 2022
Total investment income		$	26,442,587			$	—
Less: Net expenses			14,798,894				—
Net investment income (loss)			11,643,693				—
Net realized gains (losses)			1,566,093				—
Net change in unrealized appreciation (depreciation)			7,155,205				—
Net increase (decrease) in net assets resulting from operations		$	20,364,991			$	—
Net investment income (loss) per share		$	1.08			$	—
Net increase (decrease) in net assets resulting from operations per share		$	1.89			$	—

		For the Year Ended December 31, 2023
Interest income		$	25,596,649
Dividend income			785,960
Fee income			59,978
Total investment income		$	26,442,587

		For the Year Ended December 31, 2023				For the period from February 10, 2022 (Inception Date) to December 31, 2022
Interest and debt fee expense		$	7,995,404			$	—
Management fees			2,232,837				—
Income incentive fee			1,118,214				—
Capital gains incentive fee			1,090,162				—
Directors’ fees and expenses			366,663				—
Professional fees			1,927,451				—
Amortization of deferred financing costs			480,842				—
Administrative service expenses			959,377				—
Other expenses			421,401				—
Organization costs			219,684				625,598
Amortization of continuous offering costs			851,065				—
Total expenses			17,663,100				625,598
Expenses waived by the Advisor (Note 3)			(2,270,214	)			(625,598	)
Management fee waiver			(128,140	)			—
Income incentive fee waiver			(465,852	)			—
Net expenses		$	14,798,894			$	—

		For the Year Ended December 31, 2023				For the period from February 10, 2022 (commencement of operations) to December 31, 2022
Net realized gains (losses)		$	1,566,093			$	—
Net change in unrealized appreciation (depreciation)			7,155,205				—
Net realized and unrealized gains (losses)		$	8,721,298			$	—

Date of Issuance		Common Shares Issued				Subscription Price per Common Share				Aggregate Consideration
December 31, 2022			500			$	20.00			$	10,000
February 1, 2023			4,037,850			$	20.00			$	80,757,000
March 1, 2023			50,251				19.90				1,000,000
March 31, 2023			6,314,992				19.81				125,100,000
May 1, 2023			62,877				19.88				1,250,000
June 1, 2023			3,579				19.56				70,000
July 3, 2023			1,455				20.07				29,200
August 1, 2023			4,754				20.32				96,600
September 1, 2023			14,829				20.13				298,500
October 2, 2023			14,223				20.39				290,000
November 1, 2023			1,589				20.45				32,500
Totals			10,506,899							$	208,933,800

Date Declared	Record Date	Payment Date		Amount Per Share				Distribution Declared				DRP Shares Issued				Value of DRP Shares Issued
December 29, 2023	December 31, 2023	January 30, 2024		$	0.04			$	431,411				12,826			$	263,317
November 10, 2023	December 31, 2023	January 30, 2024		$	0.52			$	5,608,339				166,736			$	3,423,081
August 7, 2023	August 7, 2023	August 22, 2023		$	0.38			$	4,040,011				123,021			$	3,037,048
May 9, 2023	May 9, 2023	June 29, 2023		$	0.30			$	3,139,941				155,348			$	2,499,783
								$	13,219,702				457,931			$	9,223,229

Change in Interest Rates		Increase (Decrease) in Investment Income				Increase (Decrease) in Investment Expense				Increase (Decrease) in Net Investment Income
Up 300 basis points		$	9,709,383				5,850,000				3,859,383
Up 200 basis points			6,472,922				3,900,000				2,572,922
Up 100 basis points			3,236,461				1,950,000				1,286,461
Down 100 basis points			(3,236,461	)			(1,950,000	)			(1,286,461	)
Down 200 basis points			(6,472,922	)			(3,900,000	)			(2,572,922	)
Down 300 basis points			(9,709,383	)			(5,850,000	)			(3,859,383	)

•

utilizing the experience and expertise of Kennedy Lewis, along with its broader resources, network of relationships (including founders, management teams, minority equity owners, portfolio companies, banks, prior financing relationships, etc.), and human capital, including its capabilities as it relates to sourcing, evaluating, and structuring transactions;

•

employing a defensive investment approach focused on long-term credit performance and principal protection;

•

focusing on investing primarily in debt or other debt-like securities across the capital structure of middle market companies located in the United States and, selectively, in other North American countries and in Europe, with the ability to consider investments focused on other geographic markets;

•

investing primarily in established, stable, enterprises with positive cash flow, strong competitive positioning in their industries, experienced management teams, and diverse customer and supplier bases; and

•

maintaining rigorous portfolio monitoring in an attempt to anticipate and pre-empt negative credit events within the Company’s portfolio.

•

Senior Secured Loans Offer Attractive Investment Characteristics. Kennedy Lewis believes that senior secured loans benefit from their relative priority position, typically sitting as the most senior obligation in an issuer’s capital structure, often with a direct security interest in the issuer’s (or its subsidiaries’) assets.  Senior secured loans generally consist of floating rate cash interest coupons that Kennedy Lewis believes can be an attractive return attribute in a rising interest rate environment.  In addition to a current income component, senior secured loans typically include original issue discount, closing payments, commitment fees, SOFR (or similar rate) floors, call protection, and/or prepayment penalties and related fees that are additive components of total return.  The relative seniority and security of a senior secured loan, coupled with the privately negotiated nature of direct lending, help mitigate downside risk.  These attributes have contributed to senior secured loans’ comparatively strong record of recovery after a default, as such loans have historically realized a higher recovery rate than unsecured parts of an issuer’s capital structure.6

•

Regulatory Actions Continue to Drive Demand towards Private Financing. The direct lending market has seen notable growth and has become a viable alternative solution for middle to upper middle market borrowers seeking financing capital. Global regulatory actions that followed the 2008 financial crisis have significantly increased the cost of capital requirements for commercial banks, limiting the willingness of commercial banks to originate and retain illiquid, non-investment grade credit commitments on their balance sheets, particularly with respect to middle and upper middle market-sized issuers.  Instead, many commercial banks have adopted an “underwrite-and-distribute” approach, which Kennedy Lewis believes is often less attractive to corporate borrowers seeking certainty of capital. As a result, commercial banks’ share of the leveraged loan market declined from approximately 71% in 1994 to less than 25% in 20227. Access to the syndicated leveraged loan market has also become challenging for both first time issuers and smaller scale issuers, who previously had access to the capital markets.  Issuers of tranche sizes representing less than $500 million account for approximately 7% of the new issue market as of December 31, 2022 as compared to over 49% in 20008.  Kennedy Lewis believes that these regulatory actions have caused a shift in the role that commercial banks play in the direct lending market for middle to upper middle market borrowers, creating a void in the financing marketplace. This void has been filled by direct lending platforms which seek to provide borrowers an alternative “originate and retain” solution. In response, corporate borrower behavior has increasingly shifted to a more conscious assessment of the benefits that direct lending platforms of strategic financing partners can offer.

•

Volatility in Credit Markets has made Availability of Capital Less Predictable. Kennedy Lewis believes that the value of direct lending platforms for borrowers hinges on providing certainty of capital at a fair economic price. Volatility in the credit markets, coupled with changes to the regulatory framework over the past several years, has resulted in an imbalance between the availability of new loans to middle market borrowers and the demand from borrowers requiring capital for acquisitions, capital expenditures, recapitalizations, refinancings and restructurings. For example, in March 2023, several financial institutions experienced a larger-than-expected decline in deposits and two banks, Silicon Valley Bank and Signature Bank, were placed into receivership, followed by First Republic Bank in May 2023. Kennedy Lewis further believes that the scarcity of the supply of traditional loan capital relative to the demand has created an environment where direct lenders can often negotiate loans with attractive returns and creditor protections.

---

•

Increasingly Larger Borrowers Are Finding Value in Private Solutions. Kennedy Lewis believes the opportunity set has subtly shifted toward larger borrowers in recent times. The private credit focus on the middle market was traditionally driven by borrowers’ inefficient access to capital, and the fact that such borrowers were too small to have a syndicated loan or high yield bond. Kennedy Lewis believes that as borrowers and debt advisors become more aware of the depth in the private debt space that has been created by scaled providers, they will increasingly weigh this option against public market alternatives for companies.

•

have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

•

submit certain executive compensation matters to shareholder advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or

•

disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

Class and year

Total Amount Outstanding

Asset Coverage Per Unit(1)

Involuntary Liquidating Preference Per Unit(2)

Market Value Per Unit(3)

December 31, 2023

$

Secured Credit Facility

195,000,000

2,136.50

-

N/A

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
Investments-non-controlled/non-    affiliated(4) Equity Investments
Services: Business
KKR Tinder TFC Aggregator L.P. (5)	14221 Dallas Pkwy, Dallas, TX, 75254-2942	-	-	-	Preferred Shares; 2.31%	14,792,309	$ 14,792,309	$ 15,559,956	7.02
Total Services: Business							$ 14,792,309	$ 15,559,956	7.02%
Total Equity Investments							$ 14,792,309	$ 15,559,956	7.02%
First and Second Lien Debt Aerospace & Defense
Arcline FM Holdings, LLC (5)	3803 Bedford Avenue, Suite 106, Nashville, TN 37215	S+5.25%	10.86%	6/23/2028		997,500	977,937	997,500	0.45
Arcline FM Holdings, LLC (12)	3803 Bedford Avenue, Suite 106, Nashville, TN 37215	S+4.75%	10.36%	6/23/2028		3,608,118	3,493,046	3,601,371	1.63
Total Aerospace & Defense							$ 4,470,983	$ 4,598,871	2.08%

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
Automotive
American Auto Auction Group, LLC (12)	14951 Dallas Parkway, Dallas, Texas 75254	S+5.00%	10.50%	12/30/2027		1,979,747	1,882,903	1,941,795	0.88
BBB Industries LLC (12)	29627 Renaissance Blvd, Daphne, AL 36526	S+5.25%	10.71%	7/25/2029		3,964,962	3,788,124	3,731,189	1.68
First Brands Group, LLC	Pawcatuck, CT 06379	S+5.00%	10.88%	3/30/2027		1,989,950	1,935,542	1,971,304	0.89
Holley Purchaser, Inc.	1801 Russellville Rd, Bowling Green, KY 42101	S+3.75%	9.22%	11/28/2028		4,392,630	3,943,707	4,224,260	1.91
PAI Holdco, Inc. (12)	3 Dakota Dr Suite 110, New Hyde Park, NY 11042	S+3.75%	9.39%	10/28/2027		1,488,520	1,420,416	1,385,261	0.63
Total Automotive							$ 12,970,692	$ 13,253,809	5.99%
Banking, Finance, Insurance & Real Estate
Acrisure, LLC (12)	One Liberty Street, New York, New York 10006	S+4.50%	9.89%	11/6/2030		4,979,950	4,895,009	4,984,083	2.25
Amynta Agency Borrower Inc. (12)	909 3rd Avenue, 33rd Floor, New York, NY 10022	S+4.25%	9.61%	2/28/2028		3,980,025	3,872,922	3,979,468	1.80
RSC Acquisition, Inc. (5)	160 Federal Street, Boston, MA 02110	S+6.00%	11.35%	11/1/2029		250,000	246,576	247,500	0.11
RSC Acquisition, Inc. (5)(6)	160 Federal Street, Boston, MA 02110	S+6.00%	11.39%	11/1/2029		1,750,000	88,311	93,928	0.04

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
Total Banking, Finance, Insurance & Real Estate							$ 9,102,818	$ 9,304,979	4.20%
Capital Equipment
Aramsco, Inc. (12)	1480 Grandview Ave, Paulsboro, NJ 08066	S+4.75%	10.10%	10/10/2030		2,554,455	2,504,437	2,549,142	1.15
Aramsco, Inc. (6)(12)	1480 Grandview Ave, Paulsboro, NJ 08066	S+4.75%	-	10/10/2030		445,545	-	(927)	0.00
Crosby US Acquisition Corp. (8)(12)	2600 North Central Expressway, Richardson, TX 75080	S+4.75%	10.21%	6/26/2026		618,262	605,879	618,522	0.28
DS Parent Inc. (7)	1 Extrusion Dr, Pawcatuck, CT 06379	S+5.50%	10.81%	12/13/2030		3,000,000	2,850,000	2,857,500	1.29
DXP Enterprises, Inc. (5)(12)	1401 W Blancke St, Linden, NJ 07036	S+4.75%	10.29%	10/11/2030		1,995,000	1,965,563	1,999,988	0.90
Eagle Parent Corp. (12)	2250 Pilot Knob Road, Suite 100, Mendota Heights, MN 55120	S+4.25%	9.64%	4/2/2029		2,977,273	2,945,687	2,943,778	1.33
FCG Acquisitions Inc. (12)	2108 Crown View Drive, Charlotte, NC 28227	S+4.75%	10.11%	3/31/2028		1,636,067	1,602,979	1,631,813	0.74
LSF12 Badger Bidco LLC (12)	N19 W24200 Riverwood Drive, Suite 300, Waukesha, WI 53188	S+6.00%	11.36%	8/30/2030		3,000,000	2,934,606	2,985,000	1.35

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
MEI Buyer LLC (5)(6)(12)	421 Water Avenue, Albany, Oregon 97321	S+6.50%	-	6/29/2029		2,650,602	(23,232)	(26,952)	(0.01)
MEI Buyer LLC (5)(6)(12)	421 Water Avenue, Albany, Oregon 97321	S+6.50%	-	6/29/2029		2,409,639	(33,525)	(48,313)	(0.02)
MEI Buyer LLC (5)(12)	421 Water Avenue, Albany, Oregon 97321	S+6.50%	11.86%	6/29/2029		15,183,633	14,751,482	14,752,721	6.66
Total Capital Equipment							$ 30,103,876	$ 30,262,272	13.67%
Chemicals, Plastics & Rubber
Cyanco Intermediate 2 Corp. (12)	2245 Texas Drive, Suite 500, Sugar Land, TX 77479	S+4.75%	10.11%	7/10/2028		2,992,500	2,936,542	2,997,498	1.35
LSF11 A5 Holdco LLC (8)(12)	955 Hwy 57, Collierville, TN 38017	S+4.25%	9.71%	10/15/2028		3,980,000	3,917,098	3,986,647	1.80
Windsor Holdings III, LLC (12)	3075 Highland Pkwy Ste 200, Downers Grove, IL 60515	S+4.50%	9.84%	8/1/2030		1,995,000	1,980,625	2,005,593	0.90
Total Chemicals, Plastics & Rubber							$ 8,834,265	$ 8,989,738	4.05%
Construction & Building
Brand Industrial Services Inc. (12)	600 Galleria Parkway SE, Suite 1100, Atlanta, GA 30339	S+5.50%	10.88%	8/1/2030		1,995,000	1,918,230	1,980,756	0.89

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
GeoStabilization International, LLC (12)	4475 E 74th Ave, Commerce City, CO	S+5.25%	10.80%	12/19/2028		2,000,000	1,980,493	1,985,000	0.90
Oscar AcquisitionCo, LLC (12)	5005 LBJ Freeway Suite 1050, Dallas, TX 75244	S+4.50%	9.95%	4/29/2029		1,738,072	1,691,987	1,718,518	0.78
Recess Holdings, Inc. (5)(12)	544 Chestnut Street, Chattanooga, TN  37402	S+4.00%	9.39%	3/29/2027		1,995,000	1,976,689	2,004,975	0.90
Total Construction & Building							$ 7,567,399	$ 7,689,249	3.47%
Consumer Goods: Durable
Champ Acquisition Corporation (12)	7760 France Avenue South, Suite 400, Minneapolis, MN, 55435	S+5.50%	11.11%	12/19/2025		1,481,690	1,481,690	1,485,395	0.67
Varsity Brands, Inc. (12)	14460 Varsity Brand Way, Dallas, TX 75244	S+5.00%	10.47%	12/15/2026		1,982,481	1,894,763	1,968,445	0.89
Total Consumer Goods: Durable							$ 3,376,453	$ 3,453,840	1.56%
Consumer Goods: Non-Durable
American Greetings Corporation (12)	1 American Blvd., Westlake, OH 44145	S+6.00%	11.35%	4/6/2028		1,481,269	1,457,513	1,483,743	0.67
BCPE Empire Holdings, Inc. (12)	255 Route 1 & 9, Jersey City NJ, 07306	S+4.75%	10.11%	12/11/2028		3,980,000	3,959,431	3,986,965	1.80

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
Gloves Buyer, Inc. (5)(12)	25 British American Blvd., Latham, NY 12110	S+5.00%	10.47%	12/29/2027		1,995,000	1,923,179	1,960,088	0.88
IBG Borrower LLC (5)(12)	251 Royal Palm Way, Suite 600, Palm Beach, FL 33480	S+6.00%	11.50%	8/22/2029		9,937,500	9,839,190	9,839,190	4.44
Journey Personal Care Corp. (7)	234 Kingsley Park Drive, Fort Mill SC 29715	S+4.25%	9.72%	3/1/2028		5,006,986	4,649,291	4,927,725	2.22
KDC/one Development Corporation, Inc. (9)(12)	375 Blvd. Roland-Therrien, Suite 210, Longueuil, Quebec J4H 4A6 Canada	S+5.00%	10.36%	8/15/2028		4,000,000	3,885,951	3,954,000	1.78
Kronos Acquisition Holdings Inc. (12)	101 MacIntosh Blvd, Concord, ON L4K 4R5, Canada	S+6.00%	11.54%	12/22/2026		2,608,832	2,573,424	2,610,476	1.18
Wellness Merger Sub, Inc. (12)	6525 Carnegie Blvd Suite 300, Charlotte, NC 28211	S+6.00%	11.61%	6/30/2026		3,925,000	3,726,426	3,840,769	1.73
Total Consumer Goods: Non-Durable							$ 32,014,405	$ 32,602,956	14.70%
Containers, Packaging & Glass
Pretium Packaging, LLC (12)	15450 South Outer Forty Five, Suite 120, Chesterfield, MO 63017	S+5.00%	10.39%	10/2/2028		498,028	485,969	487,136	0.22

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
Pretium Packaging, LLC	15450 South Outer Forty Five, Suite 120, Chesterfield, MO 63017	S+4.60%	9.99%	10/2/2028		1,860,170	1,656,502	1,444,738	0.65
Tank Holding Corp. (5)(6)(12)	2651 Cooper Ave, Merced, CA 95348	S+6.00%	11.46%	3/31/2028		1,635,981	530,856	480,337	0.22
Tank Holding Corp. (5)(12)	2651 Cooper Ave, Merced, CA 95348	S+5.75%	11.21%	3/31/2028		994,950	967,159	950,177	0.43
Tank Holding Corp. (5)(12)	2651 Cooper Ave, Merced, CA 95348	S+6.00%	11.46%	3/31/2028		3,791,852	3,701,274	3,630,698	1.64
Total Containers, Packaging & Glass							$ 7,341,760	$ 6,993,086	3.16%
Energy: Electricity
Parkway Generation, LLC	500 Alexander Park Dr Suite 300, Princeton, NJ 08540	S+4.75%	10.39%	2/18/2029		991,093	961,834	951,271	0.43
Potomac Energy Center, LLC (5)	2901 Telestar Ct Ste 400, Falls Church, Virginia, 22042	S+6.00%	11.61%	11/12/2026		12,513,956	11,764,326	11,811,458	5.33
Total Energy: Electricity							$ 12,726,160	$ 12,762,729	5.76%

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
Energy: Oil & Gas
Epic Crude Services, LP (12)	18615 Tuscany Stone, Suite 300, San Antonio, TX 78258	S+5.00%	10.93%	3/2/2026		4,976,857	4,800,437	4,951,973	2.23
Total Energy: Oil & Gas							$ 4,800,437	$ 4,951,973	2.23%
Environmental Industries
EnergySolutions, LLC (12)	299 South Main Street, Ste. 1700, Salt Lake City, UT 84111	S+4.00%	9.36%	9/20/2030		997,500	985,417	995,505	0.45
Heritage-Crystal Clean, Inc.	2000 Center Drive, Suite East C300, Hoffman Estates, IL 60192	S+5.00%	10.40%	10/17/2030		1,000,000	975,516	1,000,000	0.45
The Action Environmental Group, Inc. (5)(6)	300 Frank W Burr Blvd Ste 39, Teaneck, NJ, 07666-6730	S+4.50%	-	10/24/2030		130,435	(949)	326	0.00
The Action Environmental Group, Inc. (5)	300 Frank W Burr Blvd Ste 39, Teaneck, NJ, 07666-6730	S+4.50%	9.88%	10/24/2030		869,565	856,763	871,739	0.39
Patriot Container Corp. (12)	6525 Carnegie Blvd suite 300, Charlotte, NC 28211	S+3.75%	9.21%	3/20/2025		2,973,712	2,821,296	2,842,988	1.28
Total Environmental Industries							$ 5,638,043	$ 5,710,558	2.57%

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
Healthcare & Pharmaceuticals
Charlotte Buyer, Inc. (12)	3350 Riverwood Pkwy Ste 1400, Atlanta, GA 30339	S+5.25%	10.61%	2/11/2028		2,458,778	2,398,398	2,466,622	1.11
Covetrus, Inc. (12)	12 Mountfort Street, Portland, ME 04101	S+5.00%	10.35%	10/13/2029		994,987	987,788	993,127	0.45
Heartland Dental, LLC (12)	1200 Network Centre Dr, Effingham, IL 62401	S+5.00%	10.36%	4/28/2028		2,560,524	2,475,494	2,551,332	1.15
Help At Home, Inc.	33 South State Street Fifth Floor, Chicago, IL 60603	S+5.00%	10.46%	10/29/2027		992,349	979,161	981,810	0.44
Imagefirst Holdings, LLC (12)	900 East 8th Avenue, Suite 200, King of Prussia, PA 19406	S+5.00%	10.72%	4/27/2028		3,316,667	3,242,402	3,300,083	1.49
Imagefirst Holdings, LLC (6)(12)	900 East 8th Avenue, Suite 200, King of Prussia, PA 19406	S+5.00%	-	4/27/2028		666,667	(14,593)	(3,333)	0.00
Pediatric Associates Holding Company, LLC (12)	900 S Pine Island Rd, Plantation, FL 33324	S+4.50%	9.97%	12/29/2028		995,000	958,313	960,175	0.43
PetVet Care Centers, LLC (5)(6)(12)	1 Gorham Island, Westport, CT 06880	S+6.00%	-	11/15/2029		1,768,583	(34,430)	(34,430)	(0.02)
PetVet Care Centers, LLC (5)(12)	1 Gorham Island, Westport, CT 06880	S+6.00%	11.36%	11/15/2030		13,559,139	13,291,418	13,291,418	6.00

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
PetVet Care Centers, LLC (5)(6)(12)	1 Gorham Island, Westport, CT 06880	S+6.00%	-	11/15/2030		1,768,583	(17,354)	(17,354)	(0.01)
Physician Partners LLC (12)	1414 SW Martin Luther King Jr., Ocala, FL 34474	S+4.00%	9.53%	12/26/2028		992,424	942,802	935,360	0.42
Southern Veterinary Partners, LLC (12)	2204 Lakeshore Dr, Suite 325, Birmingham, AL 35209	S+4.00%	9.47%	10/5/2027		1,492,308	1,485,297	1,485,965	0.67
Star Parent, Inc. (12)	1030 Sync Street Morrisville, North Carolina, 27560	S+4.00%	9.35%	9/27/2030		5,000,000	4,927,218	4,935,400	2.23
Team Services Group (12)	3131 Camino Del Rio N. Suite 650, San Diego, CA 92108	S+5.00%	10.88%	12/20/2027		988,579	971,239	979,316	0.44
NMN Holdings III Corp. (5)	155 Franklin Road. Suite 100, Brentwood, TN 37027	S+3.50%	8.97%	11/13/2025		3,141,804	2,916,393	3,086,823	1.39
Total Healthcare & Pharmaceuticals							$ 35,509,546	$ 35,912,314	16.19%
High Tech Industries
AQA Acquisition Holding, Inc. (12)	450 Artisan Way, Somerville, MA 02145	S+4.25%	9.89%	3/3/2028		865,941	854,327	863,992	0.39
Endure Digital Inc. (12)	5335 Gate Pkwy, Jacksonville, FL 32256	S+3.50%	9.42%	2/10/2028		989,848	907,221	966,032	0.44

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
Particle Investments S.a.r.l. (8)(10)	14, Rue Robert Stümper, Luxembourg, L-2557, LU	L+5.25%	10.72%	5/24/2027		989,080	983,761	984,135	0.44
TGG TS Acquisition Company (12)	2439 Bertelkamp Lane, Knoxville, TN 37931	S+6.50%	11.97%	12/14/2025		1,163,697	1,162,703	1,114,240	0.50
Ultimate Software Group Inc. (12)	2000 Ultimate Way, Weston, FL 33326	S+4.50%	9.99%	5/4/2026		1,990,000	1,948,747	1,994,975	0.90
Total High Tech Industries							$ 5,856,759	$ 5,923,374	2.67%
Hotel, Gaming & Leisure
Fertitta Entertainment, LLC (12)	1510 W. Loop South, Houston, TX 77027	S+4.00%	9.36%	1/27/2029		992,424	976,722	992,216	0.45
Ranger Holdco Spe LLC (5)	650 Madison Ave, New York, 10022	15.00% PIK	15.00%	8/8/2028		17,775,581	16,498,048	19,050,076	8.60
TouchTunes Interactive Networks, Inc. (12)	850 3rd Avenue, Suite 15C, New York, NY 10022	S+5.00%	10.35%	4/2/2029		2,230,496	2,228,284	2,208,748	1.00
Total Hotel, Gaming & Leisure							$ 19,703,054	$ 22,251,040	10.05%
Media: Advertising, Printing & Publishing
Renaissance Holding Corp. (12)	2911 Peach Street, Wisconsin Rapids, WI 54494	S+4.75%	10.11%	4/5/2030		4,920,617	4,796,646	4,932,230	2.23

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
Simon & Schuster Inc.	1230 Avenue of the Americas, New York, NY 10020	S+4.00%	9.39%	10/30/2030		2,000,000	1,987,774	2,005,000	0.90
Total Media: Advertising, Printing & Publishing							$ 6,784,420	$ 6,937,230	3.13%
Media: Broadcasting & Subscription
Neptune Bidco US Inc. (12)	675 6th Ave, New York, NY 10011	S+5.00%	10.51%	4/11/2029		5,273,500	4,876,118	4,805,477	2.17
Total Media: Broadcasting & Subscription							$ 4,876,118	$ 4,805,477	2.17%
Metals & Mining
Arsenal AIC Parent LLC (12)	201 Isabella Street, Suite 400, Pittsburgh, PA 15212-5872	S+4.50%	9.86%	8/18/2030		2,992,500	2,963,608	3,000,909	1.35
Total Metals & Mining							$ 2,963,608	$ 3,000,909	1.35%
Retail
Staples, Inc.	500 Staples Drive, Framingham, MA 01702	L+4.50%	9.96%	9/12/2024		997,389	993,762	996,142	0.45
Staples, Inc. (12)	500 Staples Drive, Framingham, MA 01702	L+5.00%	10.46%	4/16/2026		994,792	948,840	939,700	0.42
Total Retail							$ 1,942,602	$ 1,935,842	0.87%

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
Services: Business
AMCP Clean Acquisition Company, LLC	1 West Mayflower Avenue, Las Vegas, NV 89030	S+4.40%	9.79%	6/16/2025		2,769,264	2,635,484	2,592,142	1.17
AVSC Holding Corp.	5100 North River Road, Schiller Park, IL 60176	S+3.00%/.25% PIK	8.96%	3/3/2025		3,971,771	3,866,219	3,881,175	1.75
DTI Holdco, Inc. (12)	777 3rd Ave 12th Floor, New York, NY 10017	S+4.75%	10.13%	4/26/2029		1,484,962	1,435,033	1,465,346	0.66
Inmar, Inc. (12)	1 W. 4th St., Suite 500, Winston-Salem, NC 27101	S+5.50%	10.8560%	5/1/2026		2,985,000	2,956,521	2,942,702	1.33
J-O Building Company LLC (5)(12)	7500 Excelsior Blvd, Saint Louis Park, MN 55426	S+6.75%	12.14%	5/25/2028		13,883,430	13,691,583	13,866,076	6.26
Lincoln Metal Shop, Inc. (5)(12)	415 N. Salsipuedes St., Santa Barbara, California 93103, US	S+6.00%	11.51%	6/7/2027		23,171,389	22,764,069	23,142,424	10.44
Nielsen Consumer Inc. (8)(12)	200 West Jackson Boulevard, Chicago, Illinois 60606	S+6.25%	11.61%	3/6/2028		3,980,000	3,576,958	3,887,465	1.75
RelaDyne Inc. (12)	8280 Montgomery Road, Suite 101, Cincinnati, OH 45236	S+4.25%	9.61%	12/22/2028		1,984,848	1,919,948	1,973,694	0.89

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
RelaDyne Inc. (12)	8280 Montgomery Road, Suite 101, Cincinnati, OH 45236	S+5.00%	10.36%	12/22/2028		1,990,000	1,899,814	1,985,025	0.90
Ryan, LLC (6)	Three Galleria Tower 13155 Noel Road Suite 100, Dallas, TX 75240-5090	S+4.50%	-	11/14/2030		190,476	-	417	0.00
Ryan, LLC	Three Galleria Tower 13155 Noel Road Suite 100, Dallas, TX 75240-5090	S+4.50%	9.86%	11/14/2030		1,809,524	1,773,798	1,813,487	0.82
Sales Performance International, LLC (5)(12)	Two Commerce Square, 2001 Market Street, Suite 2850, Philadelphia, PA 19103	S+6.50%	11.88%	8/24/2028		16,884,848	16,554,921	16,554,921	7.47
Sales Performance International, LLC (5)(6)(12)	Two Commerce Square, 2001 Market Street, Suite 2850, Philadelphia, PA 19103	S+6.50%	11.69%	8/24/2028		3,030,303	1,274,596	1,274,596	0.58
USA Debusk LLC (5)(12)	1005 West Eighth Street, Deer Park, TX 77536	S+6.50%	11.96%	9/8/2026		3,000,000	2,940,662	2,996,250	1.35

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
USA Debusk LLC (5)(12)	1005 West Eighth Street, Deer Park, TX 77536	S+6.50%	11.96%	9/8/2026		9,975,000	9,800,216	9,962,531	4.50
Total Services: Business							$ 87,089,822	$ 88,338,251	39.87%
Services: Consumer
Mckissock Investment Holdings LLC	12977 N 40 Dr Ste 108, Saint Louis, MO, 63141-8654	S+5.00%	10.38%	3/12/2029		2,500,000	2,438,535	2,492,700	1.12
Spring Education Group, Inc. (12)	1615 West Chester Pike Ste 200, West Chester, PA 19382	S+4.50%	9.85%	10/4/2030		4,000,000	3,950,776	4,009,000	1.81
Total Services: Consumer							$ 6,389,311	$ 6,501,700	2.93%
Transportation: Cargo
Carriage Purchaser, Inc. (12)	3040 Post Oak Blvd. Suite 300, Houston, TX 77056	S+4.25%	9.72%	10/2/2028		1,489,828	1,464,945	1,459,108	0.66
LaserShip, Inc. (12)	1912 Woodford Road, Vienna, VA 22182	S+4.50%	10.40%	5/7/2028		2,008,116	1,805,022	1,839,092	0.83
Odyssey Logistics & Technology Corporation (12)	100 Reserve Rd, Danbury, CT 06810	S+4.50%	9.86%	10/12/2027		997,500	979,241	987,944	0.45
Total Transportation: Cargo							$ 4,249,208	$ 4,286,144	1.94%
Utilities: Electric
Cricket Valley Energy Center (5)(7)(12)	2241 NY-22, Dover Plains, NY 12522	S+3.90%	9.25%	6/30/2025		2,966,340	2,729,032	2,765,074	1.25

Portfolio Company	Address	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class Held at 12/31/2023	Par Amount/ Units	Amortized Cost	Fair Value	Percentage of Net Assets
Generation Bridge Northeast, LLC (12)	200 Clarendon Street, 55th Floor, Boston, MA 02116	S+4.25%	9.61%	8/22/2029		2,937,057	2,908,829	2,945,633	1.33
Invenergy Thermal Operating I LLC (12)	1 S Wacker Dr STE 1800, Chicago, IL 60606	S+4.50%	9.92%	8/14/2029		2,807,143	2,752,178	2,803,634	1.27
Lackawanna Energy Center LLC (12)	One South Wacker, 1 S Wacker Dr #1800, Chicago, IL 60603	S+5.00%	10.36%	8/3/2029		4,100,181	3,983,506	4,045,525	1.83
Lackawanna Energy Center LLC (12)	One South Wacker, 1 S Wacker Dr #1800, Chicago, IL 60603	S+5.00%	10.36%	8/6/2029		889,518	864,204	877,660	0.40
St. Joseph Energy Center, LLC (5)(12)	2390 Winewood Ave, Ann Arbor, MI 48103	S+4.25%	9.71%	10/5/2028		2,966,613	2,881,518	2,914,697	1.32
Total Utilities: Electric							$ 16,119,267	$ 16,352,223	7.40%
Total First and Second Lien Debt							$ 330,431,006	$ 336,818,564	151.98%
Total Investments-non-controlled/non-affiliated							$ 345,223,315	$ 352,378,520	159.00%
Total Investments Portfolio							$ 345,223,315	$ 352,378,520	159.00%

Portfolio Company		Amortized Cost				Fair Value				Percentage of Net Assets
Cash Equivalents
State Street Institutional Money Market Fund (11)			69,473,744				69,473,744
Total Cash Equivalents			69,473,744				69,473,744				31.35	%
Total Portfolio Investments and Cash Equivalents		$	414,697,059			$	421,852,264				190.35	%
Liabilities in excess of Other Assets						$	(200,236,344	)			(90.35	)%
Net Assets						$	221,615,920				100	%

Name	Year of Birth	Position	Length of Time Served	Principal Occupation During Past 5 Years	Other Trusteeships Held by Trustee
Interested Trustees
James Didden	1967	Chairperson, President, and Trustee	Since 2022	Transcend Wealth Collective, Co-Managing Partner (2018 to 2021); Kennedy Lewis Investment Management LLC, Managing Director (2021 to present)	Sanctuary Wealth
Doug Logigian	1981	Trustee	Since 2022	Blackstone/GSO Capital Partners (2006 to 2019); Kennedy Lewis Investment Management LLC, Managing Partner and President (2020 to present)	EchoNous Inc.; Club Sports Group; Impact Through Golf;
Independent Trustees
Ankur Keswani	1977	Trustee	Since 2022	Serengeti Asset Management (2008 to 2020); Retired (2020 to present)	None
Julian Markby	1952	Trustee	Since 2022	Retired (2006 to present)	Digital River, Inc.; Thiele Kaolin Company; National Association of Corporate Directors, Connecticut Chapter
Catherine Smith	1953	Trustee	Since 2022	State of Connecticut – Commissioner of Economic and Community Development (2011 to 2019); Retired (2019 to present)	Global Atlantic Financial Group.

Name	Year of Birth	Position	Length of Time Served	Principal Occupation During Past 5 Years
Gary Klayn	1976	Controller	Since 2022	Muzinich & Co. (2018 to 2021); Onex Falcon (2021 to 2022); Kennedy Lewis Investment Management LLC (2022 to present)
Gregory MacCordy	1953	Chief Compliance Officer	Since 2022	SEC (2018); Alaric Compliance Services (2018 to 2021); Foreside/ACA (2021 to present)
Anthony Pasqua	1978	Chief Financial Officer	Since 2022	Kennedy Lewis Investment Management LLC
Rachel Presa	1979	Secretary	Since 2022	Akin Gump Strauss Hauer & Feld (2010 to 2021); Kennedy Lewis Investment Management LLC (2021 to present)

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are of high character and integrity;

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are accomplished in their respective fields, with superior credentials and recognition;

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have relevant expertise and experience upon which to be able to offer advice and guidance to management;

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have sufficient time available to devote to the Company’s affairs;

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are able to work with the other members of the Board and contribute to the Company’s success;

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can represent the long-term interests of shareholders as a whole; and

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are selected such that the Board represents a range of backgrounds and experience.

Name of Portfolio Manager	Dollar Range of Equity Securities(1)
David Chene	None
Doug Logigian	None
Darren Richman	None

(1)	Dollar ranges are as follows: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,000, $500,001 – $1,000,000, or over $1,000,000.

Type of Account	Number of Accounts	Assets of Accounts ($ millions)	Number of Accounts Subject to a performance Fee	Assets Subject to a performance Fee ($ millions)
Registered Investment companies	0	0	0	0
Other pooled investment vehicles	23	$6,285	20	$6,170
Other accounts	0	0	0	0

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determines the composition of the Company’s portfolio, the nature and timing of the changes to its portfolio and the manner of implementing such changes;

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identifies, evaluates and negotiates the structure of the investments the Company makes;

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executes, closes, services and monitors the investments the Company makes;

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determines the securities and other assets that the Company purchases, retains or sells;

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performs due diligence on prospective portfolio companies; and

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provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

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No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized);

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100.0% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate until the Advisor has received 12.5% of the total Pre-Incentive Fee Net Investment Income Returns for that calendar quarter. The Company refers to this portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate) as the “catch-up.” This “catch-up” is meant to provide the Advisor an Incentive Fee of 12.5% on all Pre-Incentive Fee Net Investment Income Returns when that amount equals 1.43% in a calendar quarter (5.72% annualized), which is the rate at which catch-up is achieved.

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12.5% of the dollar amount of all Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43%.

Scenarios expressed as a percentage of net asset value at the beginning of the quarter		Scenario 1		Scenario 2		Scenario 3
Pre-Incentive Fee Net Investment Income Returns for the quarter		1.00%	​	1.35%		2.00%	​
Catch up incentive fee (maximum of 0.18%)		0.00%	​	0.10%		0.18%	​
Split incentive fee (12.50% above 1.43%)		0.00%	​	0.00%		0.07%	​
Net Investment income		1.00%	​	1.25%		1.75%	​

Year 1:	No net realized capital gains or losses
Year 2:	6.00% realized capital gains and 1.00% realized capital losses and unrealized capital depreciation; Capital Gain Incentive Fee = 12.5% × (realized capital gains for year computed net of all realized capital losses and unrealized capital depreciation at year end)

​	Year 1 Capital Gains Incentive Fee	​	​	= 12.5% × (0)
​	​	​	​	= 0
​	​	​	​	= No Capital Gains Incentive Fee
​	Year 2 Capital Gains Incentive Fee	​	​	= 12.5% × (6.00% - 1.00%)
​	​	​	​	= 12.5% × 5.00%
​	​	​	​	= 0.63%

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all direct and indirect costs and expenses incurred by the Advisor for office space rental, office equipment, utilities and other non-compensation related overhead allocable to performance of investment advisory services under the Advisory Agreement by the Advisor, including the costs and expenses of due diligence of potential investments, monitoring performance of the Company’s investments, serving as trustees and officers of portfolio companies, providing managerial assistance to portfolio companies, enforcing the Company’s rights in respect of its investments and disposing of investments;

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organizational and offering expenses;

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expenses incurred in valuing the Company’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm);

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expenses incurred by the Company’s administrator or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on the Company’s prospective portfolio companies or otherwise related to, or associated with, evaluating and making investments;

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interest payable on debt, if any, incurred to finance the Company’s investments and other fees and expenses related to the Company’s borrowings;

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expenses related to unsuccessful portfolio acquisition efforts;

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offerings of the Company’s Common Shares and other securities (including underwriting, placement agent and similar fees and commissions);

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Base Management Fees and Incentive Fees;

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third party investor hosting and similar platforms and service providers;

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administration fees;

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transfer agent and custody fees and expenses;

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federal and state registration fees;

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all costs of registration and listing the Company’s Common Shares on any securities exchange;

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federal, state and local taxes;

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Independent Trustees’ fees and expenses;

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costs of preparing and filing reports or other documents required by the SEC or other regulators;

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costs of any reports, proxy statements or other notices to shareholders, including printing costs;

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the costs associated with individual or group shareholders;

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the Company’s allocable portion of the fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums;

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direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, third-party investor hosting and similar platforms and service providers, and outside legal costs; and

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all other expenses incurred by the Company in connection with administering the Company’s business, such as the allocable portion of overhead under the Administration Agreement, including rent, and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs.

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the nature, quality and extent of the advisory and other services to be provided to the Company by the Advisor;

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the proposed investment advisory fee rates to be paid by the Company to the Advisor;

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the fee structures of comparable externally managed business development companies that engage in similar investing activities;

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our projected operating expenses and expense ratio compared to business development companies with similar investment objectives;

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information about the services to be performed and the personnel who would be performing such services under the Advisory Agreement; and

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the organizational capability and financial condition of the Advisor and its affiliates.