9. NET ASSETS

The Company has the authority to issue up to 1,000,000,000 Shares, 1,000,000,000 shares of Class D common stock, par value $0.001 per share (“Class D shares”), 1,000,000,000 shares of Class S common stock, par value $0.001 per share (“Class S shares”), and 1,000,000 shares of preferred stock, par value $0.001 per share.

Transactions in Shares

There were no Shares issued for the period from March 25, 2022 (inception) to December 31,2022.

Distributions to Common Stockholders

The Company has adopted a DRIP that provides for the automatic reinvestment of all cash distributions declared by the Board of Directors, unless a stockholder elects to “opt out” of the DRIP. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the DRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. If an investor participates in the DRIP, the cash distributions attributable to the class of shares that the investor purchased in our primary offering will be automatically invested in additional shares of the same class. The purchase price for shares purchased under the Company's DRIP will be equal to the most recent available NAV per share for such shares at the time the distribution is payable. The following table summarizes the distributions declared on the Shares and Shares distributed pursuant to the DRIP to stockholders who had not opted out of the DRIP:

Series A Preferred Stock

On April 6, 2023, the Company issued and sold 515 shares of the Series A Preferred Stock at a price of $1,000 per share, resulting in gross proceeds to the Company of $515. The Company redeemed all of the issued and outstanding shares of Series A Preferred Stock on September 28, 2023. Prior to the redemption, the Series A Preferred Stock was senior to all other classes and series of common stock and ranked on parity with any other class or series of preferred stock, whether such class or series would be created in the future. The Series A Preferred Stock was subject to redemption at any time by notice of such redemption on a date selected by the Company. The shares of the Series A Preferred Stock were entitled to a liquidation preference of $1,000 per share (the “Liquidation Value”), plus any accrued but unpaid distributions and any applicable redemption premium. Distributions on each share of the Series A Preferred Stock were payable semiannually on June 30 and December 31 of each year and accrued at a rate of 12.0% per annum on the Liquidation Value thereof plus all accumulated and unpaid distributions thereon. Holders of shares of the Series A Preferred Stock would not participate in any appreciation in the value of the Company.

Share Repurchase Program

Subject to the discretion of the Company’s Board of Directors, the Company intends to maintain a share repurchase program, pursuant to which it intends to offer to repurchase, in each quarter, up to 5% of the Shares outstanding (by number of shares) as of the close of the previous calendar quarter. The Company’s Board of Directors may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of the Company and the best interest of the Company’s stockholders. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Investment Company Act. All Shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase program, to the extent the Company offers to repurchase Shares in any particular quarter, the Company expects to repurchase Shares pursuant to tender offers 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 subject to an “early repurchase deduction” of 2% of the aggregate NAV of the Shares repurchased (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date and does not include shares received under the Company’s DRIP. The Early Repurchase Deduction may be waived by the Company in the case of repurchase requests arising from the death, divorce or qualified disability of the holders. In addition, the Company’s Shares may be sold to certain foreign feeder vehicles primarily created to hold the Company’s Shares that in turn offer interests in such feeder vehicles to non-U.S. persons. The Company expects to conduct such offerings pursuant to available exemptions from registration under the Securities Act. For such foreign feeder vehicles and similar arrangements in certain foreign markets, the Company may not apply, in whole or in part, the Early Repurchase Deduction and may otherwise modify the Early Repurchase Deduction, with respect to such foreign feeder vehicles or underlying investors, often because of administrative or their systems limitations. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining stockholders.

There were no repurchases of the Shares for the year ended December 31, 2023.