Note 8. Net Assets

The Company was initially capitalized on December 31, 2024 when the Investment Adviser purchased 1,000 Shares of the Company, at an offering price of $25.00 per share for an aggregate purchase price of $25,000.

On March 3, 2025, the Company completed the Formation Transaction and the equity interests of the Legacy Fund held by the Legacy Fund Members were converted into Shares. The Company issued 2,722,631 Shares for total proceeds of $68,065,767 as payment for such Shares. Immediately thereafter, such Shares were distributed to the Legacy Fund Members.

The following table summarizes the assets and liabilities acquired from the Legacy Fund in the Formation Transaction:

The following table summarizes transactions in Shares for the period from the Commencement of Operations through March 31, 2025:

Net Asset Value per Share and Offering Price

Subject to the approval of the Board, the Company is conducting the Private Offering, in reliance on exemptions from the registration requirements of the Securities Act. At each closing, an investor purchases Shares pursuant to a subscription agreement entered into with the Company.

Subscriptions will be accepted on a continuous basis and Shares will be issued at periodic closings at a per-share price generally equal to the Company’s net asset value (the “NAV”) per Share as determined by the Board (or its appropriate committee) 48 hours prior to closing. The Company intends to issue Shares on a quarterly basis, subject to consideration of the investment opportunities that arise.

The following table summarizes each NAV per Share as of the dates listed below:

Distributions

The Company paid cash distributions to its shareholders for the period from the Commencement of Operations through March 31, 2025 related to the acquired distribution payable of $832,648.

On March 27, 2025, the Board declared a dividend of $0.14 per share for Shareholders of record as of March 31, 2025, for a total amount of $381,308. The dividend was paid on April 15, 2025.

Share Repurchase Program

The Company does not intend to list its Shares on a securities exchange and does not expect there to be a public market for its shares. As a result, investors’ ability to sell Shares will be limited.

Two years after the date on which the Company commences the Private Offering, and at the discretion of the Board, the Company intends to commence a share repurchase program in which it intends to repurchase annually up to 10% of outstanding Shares (by number of Shares). Under the share repurchase program, to the extent the Company offers to repurchase Shares during an annual period, the Company expects to repurchase Shares pursuant to tender offers as of the applicable quarter-end using a purchase price equal to the NAV per Share as of the last calendar day of the applicable quarter, except that Shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). Any Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

The Board may amend or suspend the share repurchase program if, in its reasonable judgment, it deems such action to be in the Company’s best interest and the best interest of its shareholders, such as when a repurchase offer would place an undue burden on liquidity, adversely affect operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, Share repurchases may not be available annually. Should the Board suspend the share repurchase program, the Board will consider whether the continued suspension of the program is in the best interests of the Company and shareholders on a quarterly basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act.

The Company did not make any share repurchases for the period from the Commencement of Operations through March 31, 2025.