UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 814-01897

REMORA CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

(615) 380-1095

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Common stock, par value $0.001 per share

Preferred Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.20D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant’s as of June 30, 2025 has not been provided because there is no established trading market for the Registrant’s shares of common stock.

As of March 26, 2026, the Registrant had 19,456,191 shares of common stock outstanding.

REMORA CAPITAL CORPORATION

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements that constitute forward-looking statements, which are based on current expectations, estimates, projections, and assumptions about future events. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Some of the statements in this Annual Report on Form 10-K constitute forward-looking statements because they relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our beliefs and our assumptions. The forward-looking statements contained in this Annual Report on Form 10-K involve risks and uncertainties, including statements as to:

We use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks,” “plans,” “estimates,” “targets” and similar expressions to identify forward-looking statements. The forward-looking statements contained in this Annual Report on Form 10-K involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Part I - Item 1A. Risk Factors” in this Annual Report on Form 10-K.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this Annual Report on Form 10-K should not be regarded as a representation by us that our plans and objectives will be achieved.

The safe harbor protections for forward looking statements provided by the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) do not apply to statements made by investment companies, including BDCs. As a result, forward-looking statements made in this Annual Report on Form 10-K are not entitled to the benefits of the PSLRA safe harbor. Forward-looking statements speak only as of the date of this report, and we undertake no obligation to update or revise such statements except as required by applicable law. We have based the forward-looking statements included in this Annual Report on Form 10-K on information available to us on the date of this Annual Report on Form 10-K. We do not undertake any obligation to update or revise such statements, whether as a result of new information, future events, or otherwise, except as required by applicable law or in future filings with the Securities and Exchange Commission (the “SEC”). Although we undertake no obligation to revise or update any forward-looking statements in this Annual Report on Form 10-K, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Item 1. Business

The Company

Remora Capital Corporation (“we”, “us”, “our” and the “Company”), was formed on October 1, 2024 as a Maryland corporation. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, we intend to elect to be treated for U.S. federal income tax purposes, and to qualify annually thereafter, as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). We are externally managed by Remora Capital Management, LLC (the “Adviser” and “Remora”), a Delaware limited liability company that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), pursuant to an Investment Management Agreement (the “Investment Management Agreement”).

The Adviser oversees the management of our activities and is responsible for making investment decisions with respect to our portfolio. We formed the Company to generate a stable fixed interest income stream and preserve capital investing in senior secured corporate loans primarily in the core middle market in the United States and Canada. We define the “core middle market” as companies that generate earnings before interest, taxes, depreciation and amortization, or “EBITDA,” between $7.5 million and $75 million. We believe market conditions in this core middle market represent the ideal balance for our investment partners of risk, yield and traditional covenanted underwriting.

Our Strategy

Remora does not compete to serve as a primary direct lender – by design. Instead, Remora primarily operates through sub-advisory and co-investment partnerships with multiple direct lenders, which provide loans directly to privately owned companies and leverage their established sourcing, underwriting and servicing infrastructure to serve its clients, including us. This approach enables us to avoid direct competition for loan originations while constructing a customized portfolio aligned with what we believe to be a more conservative approach to direct lending. We believe Remora’s independent credit review and portfolio selection process provides an additional level of risk assessment, enabling us to selectively invest and avoid areas where we believe some primary market lenders may take on additional risk by:

As a result of this investment approach, as of December 31, 2025, our portfolio, excluding cash and cash equivalents, was comprised of 100% first lien senior secured loans, all of which include at least one financial maintenance covenant (typically a total net leverage covenant) and are made to borrowers backed by private equity firms or other institutional capital providers. These maintenance covenants provide lenders with early warning and intervention rights if borrower performance deteriorates. Such private equity firms have meaningful equity capital invested in each borrower. They also manage dedicated investment funds with committed capital available to support portfolio companies. This equity is structurally subordinated to our loan position, meaning our loans are repaid before equity investors in the event of a restructuring or sale. We believe that this combination of first lien senior secured positioning, maintenance covenant protections and committed private equity ownership contributes to a more resilient credit risk profile.

We principally target loan investments with conservative loan-to-value characteristics, typically seeking an approximately 50/50 relationship between our loan exposure and the equity capital invested by private equity owners. Loan-to-value, or “LTV,” refers to the ratio of our loan amount to the total enterprise value of the borrower, providing meaningful collateral support for our investments. This structural alignment between lender and owner capital is intended to support both capital preservation and the generation of consistent current income for our investors.

Investment Process and Due Diligence

Remora evaluates potential investments through a disciplined, multi-step review process designed to complement its partnership-based investment model. Because we primarily invest through co-investment programs and loan sourcing arrangements with established originators, our investments typically benefit from three stages of underwriting and credit review:

Remora’s review includes an analysis of borrower financial performance, capital structure, collateral coverage, industry dynamics, competitive positioning and risks, and private equity ownership support, as well as an assessment of the originating lender’s underwriting and ongoing monitoring practices. Remora also evaluates each opportunity’s alignment with our portfolio construction objectives, targeted risk-adjusted returns, and overall credit risk profile. Only investments meeting its underwriting standards and risk parameters are approved for inclusion in our portfolio.

The Adviser

Remora was founded by Daniel Mafrice, Joe Altman, and Chris Kyriopoulos in March 2021 and is registered as an investment adviser under the Advisers Act. Remora is led by Messrs. Mafrice, Altman, and Kyriopoulos (collectively, the “Investment Team” or “Principals”), who have worked together collectively for over 20 years and have an average of over 25 years’ experience in principal investing, corporate finance, business operations and leveraged finance. They have successfully invested together since the early 2000s.

Investment Committee

Messrs. Mafrice, Altman, and Kyriopoulos serve as the Investment Committee of Remora. The Investment Committee normally meets on a quarterly basis with additional meetings as necessary. Each investment must be approved by a majority of the Investment Committee. In addition, Mr. Mafrice, as Chairman of the Investment Committee, has the right to veto the approval of any investment.

Sub-Advisory Agreements

We primarily establish co-investment programs with loan originators or their affiliates to purchase loan assets and make opportunistic secondary market purchases of loan assets. As of December 31, 2025, such programs included sub-advisory agreements with Remora and each of Crescent Capital Group LP (“Crescent” and such agreement, the “Crescent Sub-Advisory Agreement”) and Kayne Anderson Capital Advisors, L.P. (“Kayne” and together with Crescent, the “Sub-Advisers”) (such agreement, the “Kayne Sub-Advisory Agreement” and together with the Crescent Sub-Advisory Agreement the “Sub-Advisory Agreements”), pursuant to which such non-Remora counterparties provide sub-advisory services to us. See “Advisory Agreements – Sub-Advisory Agreements” for more information. We (directly or via co-investment) may purchase loan assets as a co-lender or as a “club” lender and may participate in loan syndications.

Loan Sourcing and Sub-Administration Agreements

We have entered into a loan sourcing agreement (such agreement, the “Eldridge Loan Sourcing Agreement”) with Remora and Eldridge Credit Advisers, LLC (“Eldridge”), pursuant to which Eldridge provides loan sourcing services to us. We have also entered into a sub-administration agreement with Crescent and Remora (the “Sub-Administration Agreement”), pursuant to which Crescent provides certain administrative services related to loans it originates for us under the Crescent Sub-Advisory Agreement. See “Administrative and Servicing Agreements—Eldridge Loan Sourcing Agreement” and “Administrative and Servicing Agreements —Sub-Administration Agreement” for more information.

Formation Transactions

On September 5, 2025, immediately prior to our electing to be regulated as a BDC (the “BDC Election”), each of Remora Capital Partners I, LP (“Fund I”), Remora Capital Partners II, LP (“Fund II”), Remora Capital Partners I QP LP (“Fund I QP”), and Remora Capital Partners II QP, LP (“Fund II QP” and collectively with Fund I, Fund II, and Fund I QP, the “Funds”) merged with and into us (the “Mergers”). As a result of the Mergers, we issued 16,213,447 shares of common stock, par value $0.001 per share (“Common Stock”), 332,696 shares of preferred stock, par value $0.001 per share (“Preferred Stock”), and acquired a portfolio of assets consisting of approximately $244.1 million in principal amount of loans to 82 borrowers (including undrawn commitments of revolving credit facilities and delayed draw term loans), cash and other assets totaling $261.7 million, which had an aggregate net asset value (“NAV”) of $165.5 million. After the Mergers, we made the BDC Election and commenced operations.

On September 5, 2025, we formed a wholly owned subsidiary, RCC SPV, LLC (“RCC SPV”), a Delaware limited liability company and a bankruptcy remote special purpose entity, which holds certain of our portfolio loan investments that are used as collateral for a revolving credit facility with Atlas Securitized Products Administration, L.P. (“Atlas”), as administrative agent (the “Credit Facility”). We consolidate RCC SPV in the presentation of our consolidated financial statements.

Private Offering

We are conducting a continuous private offering (the “Private Offering”) of our Common Stock to accredited investors, as defined in Regulation D under the Securities Act of 1933, as amended (the “1933 Act”), or to non-U.S. persons as provided in Regulation S under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act. At each closing, an investor purchases shares of our Common Stock pursuant to a subscription agreement with us.

Portfolio Construction, Permitted Investments and Leverage

While our primary focus is described in “Our Strategy” above, we may invest in a broad range of debt and equity instruments and may utilize a variety of transaction structures and investment techniques, subject to the limitations of the 1940 Act and other applicable laws and regulations.

Sourcing and Transaction Structures

We expect to source investments primarily through the Sub-Advisers and loan originators, such as Eldridge, and their relationships with non-bank loan originators, private equity firms, banks and other intermediaries. We may participate as a co-lender or “club” lender, as part of loan syndications, or acquire smaller positions in loans in the secondary market. We do not intend to act as administrative agent or directly arrange loans to borrowers. As a non-controlling lender, we generally rely on the lead agent or originating lender to administer the facility, subject to our rights under the applicable loan documentation.

Market Segments

Although we primarily focus on the core middle market described above, we may opportunistically invest in other market segments based on market conditions and relative value. The broadly syndicated loan (“BSL”) market is generally characterized by loan issuance sizes greater than $250 million, typically to companies with more than $50 million of EBITDA. The lower middle market is typically characterized by companies with EBITDA greater than $3 million. By contrast, we define the core middle market as companies generating EBITDA between $7.5 million and $75 million, which we believe offers an attractive balance of borrower scale, traditional covenanted underwriting and relative value for lenders.

Debt Investments

We may invest in senior secured loans, unitranche loans, second lien loans, subordinated loans and other debt instruments. These investments may be made through direct assignments, participations, notes, or other pass-through obligations representing rights to receive principal and interest on loans. Participations may expose us to the credit risk of both the borrower and the selling institution. Many middle market loans are not rated, and if rated, would likely be rated below investment grade.

Our debt investments may include features such as original issue discount (“OID”), payment-in-kind (“PIK”) interest, lender fees, and warrants or other equity participation rights.

We may invest in, or continue to hold, loans of borrowers experiencing credit stress, including in connection with restructurings or bankruptcy proceedings, and in such circumstances may receive equity or junior securities in exchange for a portion of a debt investment.

Equity and Equity-Linked Investments

From time to time, we may invest in or hold equity securities, warrants and other equity-linked instruments, including equity received in restructurings. We may also participate in equity co-investments alongside private equity owners in connection with certain debt investments. These investments are generally more volatile, less liquid and longer-term than debt investments. We may also invest in preferred stock, which is typically senior to common equity but junior to debt obligations.

Other Credit Investments and Pooled Vehicles

We may invest in other types of loans and debt securities and may invest in pooled investment vehicles managed by third parties, including collateralized loan obligations (“CLOs”), collateralized debt obligations (“CDOs”) and similar structured credit investments.

Cash, Subsidiaries and Special Purpose Vehicles

We may hold cash or cash equivalents from time to time. We may also conduct investment activities through subsidiaries or special purpose vehicles, including entities that hold assets used as collateral for financing arrangements, in compliance with the 1940 Act.

Leverage

As part of our investment approach, we intend to use leverage for investments, working capital, expenses and other general corporate purposes, including to pay distributions, subject to the asset coverage requirements of the 1940 Act. We currently target a leverage ratio of approximately 1.0x our net assets (or 50% of total assets), meaning that for each $100 of net assets, we would target raising up to $100 through borrowings or the issuance of senior securities. Subject to applicable asset coverage requirements, including a minimum asset coverage ratio of 150% (subject to certain conditions), we may incur leverage in excess of this target.

Portfolio Monitoring

Post-investment, we seek to monitor the portfolio through review of borrower reporting, covenant compliance, industry and sponsor dynamics, and communication with lead agents and originators. The Investment Committee reviews portfolio performance periodically and may review individual investments as needed.

Payment of our Expenses

All investment professionals of Remora, when and to the extent engaged in providing investment advisory and management services to us, and the compensation and routine compensation-related overhead expenses of personnel allocable to these services to us, are provided and paid for by Remora and/or its affiliates, and not by us. We bear all other out-of-pocket costs and expenses of our operations and transactions, including, without limitation, those relating to:

Distributions; Dividend Reinvestment Program

We generally intend to make distributions at least quarterly on our Common Stock and Preferred Stock (collectively, our “Shares”) and to distribute, out of assets legally available for distribution, substantially all of our available earnings, on an annual basis, as determined by the Board of Directors (the “Board”). However, our Board has ultimate discretion to determine the amount and timing of these distributions. In making this determination, our Board will consider all relevant factors, including the amount of cash available for distribution, capital expenditure and reserve requirements, and general operational requirements. We cannot assure you that we will consistently be able to generate sufficient available cash flow to fund distributions on our Common Stock or on our Preferred Stock at the stated dividend rates described below, or at all, nor can we assure you that sufficient cash will be available to make distributions to you.

We have adopted a dividend reinvestment program that provides for reinvestment of our dividends and other distributions on behalf of holders of our Common Stock if a shareholder opts into participating in such plan. As a result of adopting such a program, if our Board authorizes, and we declare, a cash dividend or distribution, holders of our Common Stock who have opted in to our dividend reinvestment plan will have their cash dividends or distributions on our Common Stock automatically reinvested in additional shares of our Common Stock, rather than receiving cash. The number of shares of our Common Stock to be issued to a shareholder under the dividend reinvestment program will be determined by dividing the total dollar amount of the distribution payable to such shareholder by the NAV per share of our Common Stock as of the last day of the calendar quarter immediately preceding the date such distribution was declared.

The dividend reinvestment program is terminable by us upon notice in writing mailed to each shareholder of record at least 30 days prior to any record date for the payment of any distribution by us.

For more information about our distribution policy and the dividend reinvestment program, see “Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Distribution Policy.”

Advisory Agreements

We are externally managed by Remora, which is an investment adviser that is registered with the SEC under the Advisers Act. In addition, we have entered into the Crescent Sub-Advisory Agreement, and the Kayne Sub-Advisory Agreement, each of which as introduced above and discussed in further detail below.

Investment Management Agreement

Under the terms of the Investment Management Agreement, Remora is responsible for the following:

Remora’s services under the Investment Management Agreement are not exclusive, and Remora is free to furnish similar services to other entities.

Term

Pursuant to the requirements of the 1940 Act, the Investment Management Agreement initially has a term of two years. Thereafter, the Investment Management Agreement will remain in effect from year-to-year if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, a majority of the Independent Directors. The initial term of the Investment Management Agreement will expire on September 5, 2027.

The Investment Management Agreement will automatically terminate in the event of its assignment (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act). In accordance with the 1940 Act, without payment of penalty, we may terminate the Investment Management Agreement with Remora upon 60 days’ written notice. The decision to terminate the Investment Management Agreement may be made by a majority of the Board or shareholders holding a majority of the outstanding shares of our voting securities. “Majority of the outstanding shares,” as defined in the 1940 Act, means the lesser of (1) 67% or more of the outstanding shares of our voting securities (voting together as a class) present at a meeting, if the holders of more than 50% of the outstanding shares of our voting securities (voting together as a class) are present or represented by proxy or (2) a majority of outstanding shares of our voting securities. In addition, without payment of penalty, Remora may generally terminate the Investment Management Agreement upon 60 days’ written notice.

Compensation of the Adviser

Under the terms of the Investment Management Agreement, we pay Remora an investment management fee for its services consisting of two components: a management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”). Each of the Management Fee and the Incentive Fee are payable on the terms described below.

Management Fee

Under the terms of the Investment Management Agreement, the Management Fee is payable quarterly in advance as of the first day of each calendar quarter and is payable at an annual rate of 1.00% of the par value of our loan assets and similar portfolio investments outstanding (notwithstanding any lower valuation assigned to such loan asset or similar portfolio investment by the Board or a valuation designee). The Management Fee for any partial quarter is prorated during the relevant calendar quarter.

Incentive Fee

Under the terms of the Investment Management Agreement, the Incentive Fee consists of two components. These components are largely independent of each other, with the result that one component may be payable even if the other is not.

The first component of the Incentive Fee is based on investment-income. The investment-income component is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding fiscal quarter. For this purpose, “pre-incentive fee net investment income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees received from portfolio companies) accrued during the fiscal quarter, minus operating expenses for the quarter (including the Management Fee, expenses payable under any administration agreement with Remora and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash; provided, however, that the portion of the investment income incentive fee attributable to deferred interest features is paid only if and to the extent received in cash, and any accrual thereof is reversed if and to the extent such interest is reversed in connection with any write off or similar treatment of the investment giving rise to any deferred interest accrual, applied in each case in the order such interest was accrued. Such subsequent payments in respect of previously accrued income do not reduce the amounts payable for any quarter pursuant to the calculation of the investment-income component described above. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

In calculating the amount of the investment-income component of the Incentive Fee for a particular quarter, pre-incentive fee net investment income, expressed as a rate of return on the value of net assets at the end of the immediately preceding fiscal quarter, is compared to a “hurdle rate” of 1.5% per quarter (6.00% annualized). Under the terms of the Investment Management Agreement, we pay Remora an investment-income incentive fee with respect to pre-incentive fee net investment income in each calendar quarter as follows: (1) no investment-income incentive fee in any calendar quarter in which pre-incentive fee net investment income does not exceed the hurdle rate of 1.5%; (2) 50% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 1.765% in any calendar quarter (7.06% annualized) (the portion of pre-incentive fee net investment income that exceeds the hurdle but is less than or equal to 1.765% is referred to as the “catch-up”; the “catch-up” is meant to provide Remora with 15.0% of pre-incentive fee net investment income as if a hurdle did not apply if pre-incentive fee net investment income exceeds 1.765% in any calendar quarter); and (3) 15.0% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.765% in any calendar quarter (7.06% annualized) payable to Remora (once the hurdle is reached and the catch-up is achieved, 15.0% of all pre-incentive fee net investment income thereafter is allocated to Remora).

The following is a graphical representation of the calculation of the investment-income component of the Incentive Fee:

Pre-Incentive Fee Net Investment Income

(expressed as a percentage of the value of net assets)

Under the terms of the Investment Management Agreement, the other portion of the Incentive Fee is based on a capital gains component. Under the capital gains component of the Incentive Fee, we pay Remora at the end of each calendar year 15.0% of aggregate cumulative realized capital gains from the date of the BDC Election (the “BDC Election Date”) through the end of that year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees. For the foregoing purpose, “aggregate cumulative realized capital gains” will not include any unrealized appreciation. The capital gains component of the Incentive Fee will not be subject to any minimum return to shareholders.

Exchange Listing

While we do not intend to list our securities on a national securities exchange, should we complete such a listing (an “Exchange Listing”), the Incentive Fee payable under the Investment Management Agreement would increase to 20.0% paid quarterly on our pre-incentive fee net investment income, subject to a hurdle rate of 1.5% per quarter (6.00% annualized) and a 100% catch-up.

Fee Waivers

For the twelve months following the BDC Election Date, Remora has agreed to waive 25% of its Management Fees and 100% of its Incentive Fees under the Investment Management Agreement. Any such waiver of Management Fees or Incentive Fees is not revocable during the proposed term and the amounts waived are not subject to any right of future recoupment in favor of Remora.

Limitation of Liability and Indemnification

Under the terms of the Investment Management Agreement, Remora and its officers, managers, members of its board of directors, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Remora will not be liable to us for any action taken or omitted to be taken by Remora in connection with the performance of any of its duties or obligations under the Investment Management Agreement or otherwise as our investment manager (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services).

Under the terms of the Investment Management Agreement, we will indemnify Remora and its officers, managers, members of its board of directors, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Remora (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of Remora’s duties or obligations under the Investment Management Agreement or otherwise as an investment adviser to us. However, the Indemnified Parties shall not be entitled to indemnification in respect of any liability to us or our shareholders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of Remora’s duties and obligations under the Investment Management Agreement, or by reason of the reckless disregard of its duties and obligations under the same.

Crescent Sub-Advisory Agreement

On September 5, 2025, we entered into the Crescent Sub-Advisory Agreement with Crescent, a registered investment adviser, and Remora. Pursuant to the Crescent Sub-Advisory Agreement, Crescent will present Crescent Investment Opportunities (as defined below) in loan assets that it identifies, sources, negotiates, monitors, and manages on our behalf, subject to Remora’s evaluation, in accordance with Remora’s provision of advisory services to us, and the ultimate discretion and approval of Remora. “Crescent Investment Opportunities” means senior secured loans to middle-market companies with headquarters in the United States and Canada identified, sourced and/or originated by Crescent and its affiliates, including investment vehicles managed and controlled by Crescent.

Pursuant to the Crescent Sub-Advisory Agreement, Crescent may be responsible for the sale of certain assets held in our investment portfolio which it offers and Remora accepts on our behalf. Crescent will, during the term and subject to the provisions of the Crescent Sub-Advisory Agreement, (i) manage certain of our assets in accordance with its investment objectives, policies and restrictions; (ii) identify, evaluate and negotiate the structure of certain investments made by us; (iii) execute, close, service and monitor such investments that we make; (iv) propose certain securities and other assets for us to acquire, retain or sell; (v) perform due diligence on prospective portfolio companies; (vi) exercise voting rights in respect of certain portfolio securities and other investments for us; (vii) serve on and exercise observer rights for boards of directors and similar committees of our portfolio companies; and (viii) provide us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.

Pursuant to the Crescent Sub-Advisory Agreement, we will pay Crescent a quarterly management fee (the “Crescent Management Fee”) for its investment advisory and management services, in arrears, as set forth below, computed by Crescent using the Crescent Aggregate Investment Value (as defined below) as of the end of each calendar quarter.

“Crescent Aggregate Investment Value” means, as of any particular date, the aggregate value of all Crescent Investment Opportunities held by us or our subsidiary as of such date, as determined by the Board, which determination may incorporate valuation information provided by Crescent; provided that, for purposes of the Crescent Management Fee calculation, the value of any particular investment will not exceed the outstanding principal balance of such investment as of such date. Crescent is solely responsible for its operating expenses incurred in connection with the provision of the services described under the Crescent Sub-Advisory Agreement.

Unless terminated earlier, the Crescent Sub-Advisory Agreement will continue in effect for a period of two years from its effective date. It will remain in effect from year to year thereafter if approved annually by the Board or by the affirmative vote of the holders of a majority of our outstanding voting securities, and, in either case, if also approved by the vote of a majority of our directors who are not parties to the Crescent Sub-Advisory Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act).

The Crescent Sub-Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of penalty, we may terminate the Crescent Sub-Advisory Agreement upon 60 days’ written notice. The decision to terminate the Crescent Sub-Advisory Agreement may be made by a majority of the Board or the shareholders holding a majority of the outstanding shares of our Common Stock. In addition, without payment of penalty, Crescent may generally terminate the Crescent Sub-Advisory Agreement upon 60 days’ written notice.

Under the terms of the Crescent Sub-Advisory Agreement, Crescent and its officers, members of its board of directors, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Crescent will not be liable to us or Remora for any action taken or omitted to be taken by Crescent Indemnified Parties (as defined below) in connection with the performance of any of its duties or obligations under the Crescent Sub-Advisory Agreement or otherwise as our sub-adviser (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services).

Under the terms of the Crescent Sub-Advisory Agreement, we will indemnify Crescent and its officers, managers, members of its board of directors, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Crescent (collectively, the “Crescent Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Crescent Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of us or our security holders) arising out of or otherwise based upon the performance of any of Crescent’s duties or obligations under the Crescent Sub-Advisory Agreement or otherwise as an investment manager for us. However, the Crescent Indemnified Parties will not be protected, indemnified or entitled to indemnification in respect of any liability to us or our shareholders to which the Crescent Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Crescent’s duties or by reason of the reckless disregard of Crescent’s duties and obligations under the Crescent Sub-Advisory Agreement.

Kayne Sub-Advisory Agreement

On September 5, 2025, we entered into the Kayne Sub-Advisory Agreement. Pursuant to the Kayne Sub-Advisory Agreement, Kayne will present investment opportunities in loan assets that it identifies, sources, negotiates, monitors, and manages on our behalf, subject to Remora’s evaluation, in accordance with Remora’s provision of advisory services to us, and the ultimate discretion and approval of Remora (such investments, following approval by Remora pursuant to the Kayne Sub-Advisory Agreement and our purchase thereof, “Kayne Portfolio Investments”).

As compensation for its services under the Kayne Sub-Advisory Agreement, we will pay Kayne, in arrears, a quarterly sub-management fee equal to 0.75% per annum of the Aggregate Investment Value of the Kayne Portfolio Investments, as computed by Kayne for each day during the applicable calendar quarter. For purposes of the Kayne Sub-Advisory Agreement, “Aggregate Investment Value” means, as of any particular date, the amount of capital invested by the Company in Kayne Portfolio Investments less any returns of such capital (but not net of income or capital appreciation received by us) and permanent write-offs. Kayne is solely responsible for its operating expenses incurred in connection with the provision of the services described under the Kayne Sub-Advisory Agreement.

Unless terminated earlier, the Kayne Sub-Advisory Agreement will continue in effect for a period of two years from its effective date. It will remain in effect from year to year thereafter if approved annually by the Board or by the affirmative vote of the holders of a majority of our outstanding voting securities, and, in either case, if also approved by the vote of a majority of our directors who are not parties to the Kayne Sub-Advisory Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act).

The Kayne Sub-Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of penalty, we may terminate the Kayne Sub-Advisory Agreement upon 60 days’ written notice. The decision to terminate the Kayne Sub-Advisory Agreement may be made by a majority of the Board or the shareholders holding a majority of the outstanding shares of our Common Stock. In addition, without payment of penalty, Kayne may generally terminate the Kayne Sub-Advisory Agreement upon 60 days’ written notice.

Under the terms of the Kayne Sub-Advisory Agreement, Kayne and its officers, members of its board of directors, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Kayne will not be liable to us for any action taken or omitted to be taken by Kayne in connection with the performance of any of its duties or obligations under the Kayne Sub-Advisory Agreement or otherwise as our sub-adviser (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services).

Under the terms of the Kayne Sub-Advisory Agreement, we will indemnify Kayne and its officers, members of its board of directors, and employees (collectively, the “Kayne Indemnified Parties”) for all losses, damages, costs, expenses (including reasonable attorneys’ fees), liabilities, claims and demands and for any action, omission or recommendation in connection with the Kayne Sub-Advisory Agreement. However, the Kayne Indemnified Parties will not be entitled to indemnification in the case of such Kayne Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of Kayne’s duties or by reason of the reckless disregard of Kayne’s duties and obligations under the Kayne Sub-Advisory Agreement.

Administrative and Servicing Agreements

Remora also serves as our administrator (in such capacity, the “Administrator”) pursuant to an Administration Agreement with us (the “Administration Agreement”) and provides all administrative services necessary for us to operate. In addition, we have entered into each of the Eldridge Loan Sourcing Agreement and the Sub-Administration Agreement, each as described in greater detail below.

Administration Agreement

We have entered into the Administration Agreement with Remora. Under the Administration Agreement, Remora is responsible for furnishing us with office facilities and equipment and providing us with clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under the terms of the Administration Agreement, we reimburse Remora for services performed for us pursuant to the terms of the Administration Agreement, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to us or on the Administrator’s behalf. Specifically, the reimbursements made by us to the Administrator include, but are not limited to: (i) the allocable portion of the Administrator’s rent; (ii) the allocable portion of the annual cost of our General Counsel, Chief Compliance Officer, Chief Financial Officer and their respective staffs, subject to a cap equal to 22.5 basis points of our NAV at the end of each fiscal year; (iii) costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statements, registration statement amendments, prospectus supplements, proxy statements and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications; and (iv) all fees, costs and expenses associated with the engagement of a sub-administrator.

Unless earlier terminated as described below, the Administration Agreement will remain in effect for a period of two years from the date it first became effective, and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board and a majority of the Independent Directors. We may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The decision to terminate the Administration Agreement may be made by a majority of the Board. In addition, Remora may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The Board will review the costs and expenses allocated to us under any administration agreement on at least a quarterly basis.

The Administration Agreement provides that Remora, its affiliates, and their respective directors, officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any of them shall not be liable to us for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for us, and we will indemnify the Administrator and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with it (collectively, the “Administrator Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by them in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of us or our shareholders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under the Administrator Agreement or otherwise as administrator for us. However, the Administrator Indemnified Parties shall not be entitled to indemnification in respect of any liability to us or our shareholders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under the Administration Agreement.

Eldridge Loan Sourcing Agreement

On September 5, 2025, we entered into the Eldridge Loan Sourcing Agreement with Eldridge and Remora. Pursuant to the Eldridge Loan Sourcing Agreement, Eldridge will identify potential investment opportunities for us. Remora, as the investment adviser to us, will retain sole discretion with respect to any investment opportunities identified by Eldridge. In connection with any investment opportunities sourced by Eldridge in which we invest, Eldridge will provide us and Remora with certain ongoing information about such investments, as more fully described in the Eldridge Loan Sourcing Agreement.

As compensation for the services provided under the Eldridge Loan Sourcing Agreement, we will pay Eldridge, in arrears, a quarterly fee equal to the Annual Applicable Rate of the Eldridge Aggregate Investment Value, each as defined below, computed by Eldridge for each day during the applicable calendar quarter. “Eldridge Aggregate Investment Value” means, as of any particular date, the aggregate value of all investments sourced by Eldridge pursuant to the Eldridge Loan Sourcing Agreement (or any previous agreement between us and an affiliate) and held by us (“Eldridge Approved Investments”) as of such date based on the most current valuation; provided that the value of any particular Eldridge Approved Investment will not exceed the outstanding principal balance of such Eldridge Approved Investment as of such date. “Applicable Annual Rate” means 0.80% per annum.

The Eldridge Loan Sourcing Agreement will continue until its termination, which will occur upon the earliest of (i) any party’s decision to terminate the Eldridge Loan Sourcing Agreement, which will occur upon not less than ninety (90) days’ written notice to the other party, (ii) the termination of Remora as the investment adviser to us, and (iii) the date on which a party to the Eldridge Loan Sourcing Agreement terminates the Eldridge Loan Sourcing Agreement for Cause (as such term is defined in the Eldridge Loan Sourcing Agreement).

If the Eldridge Loan Sourcing Agreement is terminated by Remora in certain enumerated circumstances, Eldridge (either directly and/or through its affiliates, controlled funds, client accounts, other third parties, or any combination of the foregoing) may elect to purchase from us, subject to compliance with any applicable credit agreement documentation, all Eldridge Approved Investments for an aggregate purchase price equal to the fair value of the Eldridge Approved Investments (as determined by a nationally recognized and reputable independent third-party valuation firm reasonably acceptable to Remora and Eldridge). We have agreed with Eldridge for each of us pay for 50% of the costs of such appraiser’s valuation of the Eldridge Approved Investments held by us.

We have agreed to indemnify Eldridge and its officers, directors and employees for all losses, damages, costs, expenses (including reasonable attorneys’ fees), liabilities, claims and demands, for any action, omission, information or recommendation in connection with the Eldridge Loan Sourcing Agreement, except in the case of the Eldridge officers’, directors’, or employees’ actual misconduct, gross negligence, willful violation of any applicable statute or reckless disregard for its duties, in each case as determined by an arbitrator or a court of competent jurisdiction.

Sub-Administration Agreement

On September 5, 2025, we entered into the Sub-Administration Agreement with Crescent, pursuant to which Crescent will perform the administrative services necessary for the administration of the assets Crescent identifies, sources and/or originates in its capacity as an investment sub-adviser to us pursuant to the Crescent Sub-Advisory Agreement. Crescent will make reports to Remora, in its capacity as a sub-administrator, of its performance of its obligations as provided in the Sub-Administration Agreement; provided that nothing therein will be construed to require Crescent to, and Crescent will not, in its capacity as sub-administrator, provide any advice or recommendation relating to the securities and other assets that we should purchase, retain or sell or any other investment advisory services to us. In addition, we have agreed to vote and take certain actions with respect to certain matters in respect of Crescent Investment Opportunities then held by us solely in accordance with written instructions provided from time to time by Crescent.

The Sub-Administration Agreement also provides that Remora may sell Crescent Investment Opportunities at any time to a third party; provided, however, that prior to accepting any offer from a third party to purchase any Crescent Investment Opportunity, Remora will offer Crescent an opportunity to purchase (or any investment vehicle, CLO, BDC, separately managed account and/or any other advisory clients, in each case, sponsored, managed and/or advised by Crescent and/or its affiliates to purchase) such Crescent Investment Opportunity at a purchase price equal to the higher of (x) the fair market value of such Crescent Investment Opportunity determined by an independent valuation service firm and (y) the purchase price offered by the third-party buyer for such Crescent Investment Opportunity.

We will pay Crescent, in arrears, a quarterly administration fee (the “Administration Fee”) equal to 0.30% per annum of the aggregate value of all Crescent Investment Opportunities held by us or our subsidiary as of such date, as determined by the Board, which determination may incorporate valuation information provided by Crescent (the “Aggregate Investment Value”); provided that, for purposes of the Administration Fee calculation, the value of any particular investment will not exceed the outstanding principal balance of such investment as of such date.

We have agreed to indemnify, defend and protect the Crescent Indemnified Parties and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by them in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of us or our shareholders) arising out of or otherwise based upon the performance of any of Crescent’s duties or obligations under the Sub-Administration Agreement or otherwise as a sub-administrator for us except where attributable to criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of Crescent’s duties or by reason of the reckless disregard of Crescent’s duties and obligations under the Sub-Administration Agreement.

Other Agreements

License Agreement

We have entered into a license agreement (the “License Agreement”) with Remora. Under the License Agreement, we have a non-exclusive, royalty-free license to use the names “Remora” and “Remora Capital Partners” so long as Remora or a subsidiary or affiliate thereof remains our investment manager. The License Agreement will remain in effect for so long as we are in full compliance with the License Agreement.

Determination of NAV

The 1940 Act requires that the board of directors of a BDC determine the fair value of the BDC’s investments in good faith on a quarterly basis. Rule 2a-5 under the 1940 Act established additional requirements for determining the fair value of a BDC’s investments. Rule 2a-5 permits a BDC’s board of directors, in compliance with certain conditions, to designate certain parties to perform fair value determinations, subject to the oversight of the board of directors. The Board has not designated a third party to perform fair value determinations for us.

Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. We will carry investments for which market quotations are not readily available at fair value, as determined in good faith by the Board. In making a good faith determination of the fair value of our investments, Remora will recommend – and our Board will select and apply – fair value methodologies consistent with industry practice, including those set forth in ASC 820 (as defined below).

Investment transactions are recorded on the trade date. Realized gains or losses will be computed using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period. As part of the valuation process, the Board will take into account relevant factors in determining the fair value of our investments, including the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board will consider whether the pricing indicated by the external event corroborates its valuation.

If the Board determines to designate a third party to perform fair value determinations in accordance with the requirements of Rule 2a-5, the third party’s valuation conclusions will be documented and then presented to the Board along with any reports required under Rule 2a-5.

The Board will apply Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we expect to consider our principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:

Transfers between levels, if any, will be recognized at the beginning of the quarter in which the transfer occurred. In addition to using the above inputs in investment valuations, we apply a valuation policy approved by the Board, which is consistent with ASC 820. Under the valuation policy, the Board evaluates the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Board subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Board or any independent valuation firm(s) engaged by the Board will review pricing support provided by dealers or pricing services to determine if observable market information is being used, versus unobservable inputs.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market quotation, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize amounts that are different from the amounts presented, and such differences could be material. In addition, changes in the market environment and other events that may occur over the life of our investments may cause the gains or losses ultimately realized on these investments to be different than our unrealized gains or losses that we may report in any given period.

For more information about our valuation process, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies – Investment Valuation” in this Annual Report on Form 10-K.

Determinations in Connection with the Issuance of Shares of Common Stock

In connection with each issuance of our Common Stock, the Board or a committee thereof will, no later than 48 hours (excluding Sundays and holidays) prior to each closing date, make the determination that we are not selling shares of our Common Stock at a price per share that is below our then-current NAV per share. The Board or a committee thereof expects to consider the following factors, among others, in making such determination:

These processes and procedures are part of our compliance policies and procedures. Records are made contemporaneously with all determinations described in this section and these records are maintained with other records that we are required to maintain under the 1940 Act.

Certain BDC Regulation Considerations

A BDC must be organized in the United States for the purpose of investing in or lending to primarily private companies and making significant managerial assistance available to them. As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements.

SEC Reporting

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which includes annual and quarterly reporting requirements.

Governance

We are a corporation and, as such, are governed by a board of directors. The 1940 Act requires that a majority of our directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business to cease to be, or to withdraw our election as, a BDC unless approved by the holders of a majority of the outstanding voting securities.

Ownership Restrictions

We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, except for registered money market funds, a BDC generally cannot acquire more than 3% of the voting stock of any investment company, invest more than 5% of the value of its total assets in the securities of one investment company or invest more than 10% of the value of its total assets in the securities of investment companies in the aggregate.

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as “qualifying assets,” unless, at the time the acquisition is made and after giving effect to such acquisition, qualifying assets represent at least 70% of the BDC’s total assets. The principal categories of qualifying assets relevant to our business are the following:

Limitations on Leverage

As a BDC, we generally must have at least 150% asset coverage for our debt after incurring any new indebtedness, subject to certain conditions. We intend to meet such requirements, meaning that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities. A BDC may use leverage for investments, working capital, expenses and general corporate purposes (including to pay dividends or distributions).

Managerial Assistance to Portfolio Companies

A BDC must be operated for the purpose of making investments in the types of securities described in “Qualifying Assets” above. However, to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance. Where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other persons in the group makes available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

Temporary Investments

As a BDC, pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment, which are referred to collectively as “temporary investments,” such that at least 70% of our assets are qualifying assets. When investing in temporary investments, we will typically invest in highly rated commercial paper, U.S. Government agency notes, U.S. Treasury bills or repurchase agreements relating to such securities that are fully collateralized by cash or securities issued by the U.S. Government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security, and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, to qualify as a RIC for federal income tax purposes, we must meet certain diversification requirements, which will typically mandate that we limit the amount we invest with any one counterparty.

Senior Securities

We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, subject to certain conditions, after each such issuance. In addition, while any preferred stock or publicly traded debt securities are outstanding, we may be prohibited from making distributions to our shareholders or the repurchasing of such securities or shares unless we meet the 150% asset coverage ratio requirement at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage.

The 1940 Act imposes limitations on a BDC’s issuance of preferred shares, which are considered “senior securities” subject to the applicable asset coverage requirement described above. In addition, (i) preferred shares must have the same voting rights as the common shares (one share, one vote); and (ii) preferred shareholders must have the right, as a class, to appoint two directors to the board of directors.

Code of Ethics

A BDC and its investment adviser must adopt a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements.

Other Considerations

BDCs are not generally able to issue and sell shares of their common stock at a price below NAV per share. A BDC may, however, issue and sell shares of its common stock at a price below the then-current NAV per share of the BDC’s common stock, or issue and sell warrants, options or rights to acquire such shares of the BDC’s common stock at a price below the then-current NAV per share of the BDC’s common stock, if the board of directors of the BDC determines that such sale is in the BDC’s best interest and in the best interests of the BDC’s shareholders, and the BDC’s shareholders have approved the policy and practice of making such sales within the preceding 12 months. In any such case, the price at which the securities are to be issued and sold may not be less than a price that, in the determination of the board of directors of the BDC, closely approximates the market value of such securities.

BDCs are also prohibited under the 1940 Act from knowingly participating in certain transactions with its affiliates, including the BDC’s officers, directors, investment adviser, principal underwriters and certain of their affiliates, without the prior approval of the members of the board of directors of the BDC who are not “interested persons” of the BDC and, in some cases, prior approval by the SEC through an exemptive order (other than pursuant to current regulatory guidance).

BDCs are periodically examined by the SEC for compliance with the 1940 Act.

BDCs are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC against larceny and embezzlement.

BDCs and their investment advisers are required to adopt and implement written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws. BDCs are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation and designate a chief compliance officer to be responsible for administering the policies and procedures.

Certain ERISA Considerations

General Fiduciary Rules

Investments by employee benefit plans or trusts subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (such plans or trusts referred to herein as “ERISA Plans”), are subject to ERISA’s general fiduciary requirements, including the requirements of investment prudence and diversification, requirements relating to the delegation of investment authority and the requirement that an ERISA Plan’s investment be made in accordance with the documents governing the ERISA Plan. Plan fiduciaries must give appropriate consideration to, among other things, the role that an investment in the BDC’s stock has in the ERISA Plan’s investment portfolio, taking into account the ERISA Plan’s purposes, the risk of loss and the potential return with respect to such investment, the composition of the ERISA Plan’s portfolio, the liquidity and current return of the total portfolio relative to the anticipated cash flow needs of the Plan and the projected return of the portfolio relative to the ERISA Plan’s investment objectives. Keogh plans covering only self-employed individuals (“Keogh Plans”), individual retirement accounts (“IRAs”) and other non-ERISA Plan investors should also consider whether an investment in the BDC’s stock is appropriate for their Keogh Plan, IRA or other non-ERISA Plan.

Prohibited Transactions

ERISA generally prohibits a fiduciary from causing an ERISA Plan to engage in a broad range of transactions involving the assets of the ERISA Plan and persons having a specified relationship to the ERISA Plan (“parties in interest”) unless a statutory or administrative exemption applies. Similar prohibitions are contained in Section 4975 of the Code and generally apply with respect to ERISA Plans, Keogh Plans, IRAs and other plans (each a “Plan” and collectively, “Plans”). An excise tax may be imposed pursuant to Section 4975 of the Code on persons having a specified relationship with a Plan (“disqualified persons”) with respect to prohibited transactions involving the assets of the Plan. Generally speaking, parties in interest for purposes of ERISA would also be disqualified persons under Section 4975 of the Code. Absent an exemption, the fiduciaries of a Plan should not invest in us with the assets of such Plan if Remora or any of its affiliates is a fiduciary, party in interest or disqualified person with respect to the assets of such Plan. In addition, any insurance company proposing to invest assets of its general account in our Common Stock or Preferred Stock should consider the extent that such investment would be subject to the requirements of ERISA in light of the United States Supreme Court’s decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank and under any subsequent legislation or other guidance that has or may become available, including Section 401(c) of ERISA and the regulations promulgated thereunder.

Plan Assets

When a Plan invests in the equity of an entity such as a private BDC, Department of Labor (“DOL”) Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA (the “Plan Asset Provisions”) describe what constitutes the assets of a Plan for purposes of various provisions of ERISA and Section 4975 of the Code. If a Plan invests in an equity interest that is neither a publicly offered security nor a security issued by an investment company registered under the 1940 Act, the Plan’s assets generally include both the equity interest and an undivided interest in all of the entity’s underlying assets, unless it is established that the entity is an operating company or that equity participation in the entity by Benefit Plan Investors is not “significant.” The term “Benefit Plan Investor” is defined in the Plan Asset Provisions as (a) any employee benefit plan (as defined in Section 3(3) of ERISA) subject to the fiduciary provisions (Part 4) of Title I of ERISA, (b) any plan described in Section 4975(e)(1) of the Code, or (c) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity.

Under the Plan Asset Provisions, equity participation in an entity by Benefit Plan Investors is “significant” on any date if, immediately after the most recent acquisition of any equity interest in the entity, 25% or more of the value of any class of equity interests is held by Benefit Plan Investors. For purposes of this determination, the value of equity interests held by a person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the entity or that provides investment advice for a fee (direct or indirect) with respect to such assets (or any affiliate of such a person) is disregarded (any such person, a “Controlling Person”). We anticipate that the aggregate investment in us by Benefit Plan Investors may, from time to time, equal or exceed 25% (or such greater percentage as may be specified in regulations promulgated by the DOL) of the value of any class of our equity interests. In such circumstances, our assets would be treated as “plan assets” for purposes of ERISA. However, we will not knowingly approve an investment by an ERISA Plan or transfer to an ERISA Plan Investor.

Each investor is required to represent in its subscription agreement whether it is a Benefit Plan Investor and what portion of its assets (if any) comprise “plan assets” under the Plan Asset Provisions. We intend to use our commercially reasonable efforts to conduct our operations so that our assets will not be deemed to constitute “plan assets” of a Plan for purposes of the Plan Asset Provisions. However, there can be no assurance that, notwithstanding these efforts, participation by Plans will not be significant, or that our underlying assets of will not be treated as plan assets of a Plan or Plans.

Plan Asset Consequences

If our assets were to be treated as including plan assets of any Plan, this would result, among other things, in (a) the application of the prudence, loyalty, diversification, delegation of control and other fiduciary responsibility standards of ERISA to investments we make with respect to any ERISA Plan that invests in us, and (b) the possibility that certain transactions in which we have engaged or might seek to engage in could constitute prohibited transactions under ERISA and the Code with respect to any Plan that invests in us. In such an event, absent an exemption, we could be restricted from acquiring an otherwise desirable investment or from entering into an otherwise favorable transaction. In addition, if our assets were to be treated as including plan assets of any Plan, the payment of certain of the fees and/or the allocation of certain of our returns to Remora or its affiliates might constitute prohibited transactions under ERISA or the Code. If a prohibited transaction occurs for which no exemption is available, Remora and/or any other fiduciary that has engaged in the prohibited transaction may be subject to penalties and liabilities under ERISA or the Code. In addition, the party in interest or disqualified person that has participated in the non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA or the Code. These excise taxes, penalties and liabilities could be substantial. In this regard, Remora anticipates that where an exemption is necessary to enable us to enter into certain transactions with parties in interest or disqualified persons, Remora may rely on the following statutory, individual or class exemptions issued by DOL.

Remora can take any action it determines in good faith to be desirable to operate us so that: (a) our assets shall not constitute “plan assets” for purposes of ERISA and Section 4975 of the Code; and (b) Remora and its affiliates shall be in compliance with ERISA and Section 4975 of the Code, to the extent applicable. Remora’s authority to take such action includes the right to: (1) make structural, operating or other changes with respect to us, provided that such changes do not adversely affect a shareholder without such shareholder’s written consent; (2) make structural or other changes in any investment; (3) dissolve us; (4) cancel all or part of any shareholder’s uncommitted capital commitment to us; (5) require the transfer or withdrawal, in whole or in part, of a shareholder’s shares; or (6) cause us to exercise our limited exclusion right to exclude a shareholder from purchasing securities from us on any drawdown date if, in our reasonable discretion, there is a substantial likelihood that such shareholder’s purchase of securities would, among other things, cause the investments of investors which are Plans to be “significant” and our assets to be considered “plan assets” under ERISA or Section 4975 of the Code.

Sarbanes-Oxley Act

We are subject to the reporting and disclosure requirements of the Exchange Act, including the filing of quarterly, annual and current reports, proxy statements and other required items. In addition, we generally are subject to the Sarbanes-Oxley Act, which imposes a wide variety of regulatory requirements on publicly held companies and their insiders. Many of these requirements affect us. For example:

The Sarbanes-Oxley Act requires us to review our policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder. We continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we comply therewith.

JOBS Act

We are, and expect to remain, an “emerging growth company,” as defined in the JOBS Act, until the earliest of:

Under the JOBS Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act, which would require that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting, until such time as we cease to be an emerging growth company and become an “accelerated filer,” as defined in Rule 12b-2 under the Exchange Act. This may increase the risk that material weaknesses or other deficiencies in our internal control over financial reporting go undetected. In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to take advantage of the extended transition period.

Proxy Voting Policies and Procedures

We have delegated our proxy voting responsibility to Remora. The proxy voting policies and procedures of Remora are described below. The guidelines are reviewed periodically by Remora and our Independent Directors and, accordingly, are subject to change. For purposes of these proxy voting policies and procedures described below, “we,” “our” and “us” refer to Remora.

As an investment adviser registered under the Advisers Act, we have a fiduciary duty to act solely in the best interests of our clients. As part of this duty, we recognize that we must vote client securities in a timely manner free of conflicts of interest and in the best interests of our clients. These policies and procedures for voting proxies for our investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 promulgated under, the Advisers Act.

We will seek to vote all proxies relating to our clients’ securities in the best interest of our clients’ shareholders. We will review on a case-by-case basis each proposal submitted for a shareholder vote to determine its impact on the portfolio securities held by our clients. Although we will generally vote against proposals that may have a negative impact on our clients’ portfolio securities, we may vote for such a proposal if there exist compelling long-term reasons to do so.

Our proxy voting decisions are made by the senior officers who are responsible for monitoring each of our clients’ investments. To ensure that our vote is not the product of a conflict of interest, we will require that: (a) anyone involved in the decision-making process disclose to our Chief Compliance Officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (b) employees involved in the decision-making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.

Privacy Principles

We recognize the importance of maintaining the privacy of any nonpublic personal information we receive with respect to each investor. While providing management services to us, Remora collects nonpublic personal information about shareholders from their subscription agreements and the certificates and exhibits thereto that each shareholder submits to Remora. Remora may also collect nonpublic personal information about each shareholder from conversations and correspondence between each shareholder and Remora, both prior to and during the course of each shareholder’s investment in us. Remora treats all of the nonpublic personal information it receives with respect to each shareholder as confidential. Remora restricts access to such information to those employees, affiliates and agents who need to know the information in order for Remora to determine whether each shareholder meets the regulatory requirements for an investment in us and to provide ongoing management services to us. Remora does not disclose any nonpublic personal information about any investor to any third parties, other than its agents, representatives and/or affiliates, or as permitted or required by law.

Certain U.S. Federal Income Tax Considerations

The following summary is intended to provide general information only and is not intended as tax advice to any shareholder. The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in our Shares. This discussion is based on the provisions of the Code and the regulations of the U.S. Department of Treasury promulgated thereunder, or “U.S. Treasury Regulations,” each as in effect as of the date of this Annual Report on Form 10-K.

These provisions are subject to differing interpretations and may change at any time by legislative or administrative action, and any change may be retroactive, which could affect the continuing validity of this discussion and could be applied in a manner that adversely impacts shareholders. This discussion does not constitute a detailed explanation of all U.S. federal income tax aspects affecting us and our shareholders and does not purport to deal with the U.S. federal income tax consequences that may be important to particular shareholders in light of their individual investment circumstances or to some types of shareholders subject to special U.S. federal income tax rules, such as financial institutions, broker-dealers, insurance companies, tax-exempt organizations, partnerships or other pass-through entities, Persons holding our Shares in connection with a hedging, straddle, conversion or other integrated transaction, Persons required to accelerate the recognition of gross income as a result of such income being recognized on an applicable financial statement, or certain former citizens or long-term residents of the United States. This discussion also does not address any aspects of U.S. federal estate or gift tax, or non-U.S., state or local taxes. This discussion assumes that our shareholders hold their Shares as capital assets for U.S. federal income tax purposes (generally, assets held for investment). No ruling has been or will be sought from the Internal Revenue Service (“IRS”) regarding any matter discussed herein.

For purposes of this discussion, a “U.S. shareholder” is a beneficial owner of Shares who is for U.S. federal income tax purposes:

For purposes of this discussion, a “Non-U.S. shareholder” is a beneficial owner of Shares for U.S. federal income tax purposes who is neither a U.S. shareholder nor a partnership (or other entity or arrangement classified as a partnership) for U.S. federal income tax purposes. If an entity or other arrangement classified as a partnership for U.S. federal income tax purposes holds our Shares, the U.S. federal income tax treatment of the partnership and each partner generally will depend on the status of the partner, and the activities of the partnership. A partnership, and each partner in such partnership, holding or considering an investment in our Shares is urged to consult its own tax advisors regarding the U.S. federal income tax consequences of an investment in our Shares.

Tax matters are very complicated and the tax consequences to each shareholder of the ownership and disposition of Shares will depend on the facts of his, her or its particular situation. You should consult your own tax adviser regarding the specific tax consequences of the ownership and disposition of Shares to you, including tax reporting requirements, the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws, eligibility for the benefits of any applicable income tax treaty and the effect of any possible changes in the tax laws.

U.S. Federal Income Taxation of the Company

As a BDC, we intend to elect to be treated as a RIC under subchapter M of the Code and intend to qualify for treatment as a RIC for U.S. federal income tax purposes annually thereafter. However, no assurance can be given that we will be able to maintain our RIC tax treatment. As a RIC, we generally will not be subject to U.S. federal income taxes on any ordinary income or capital gains that we timely distribute (or are deemed to distribute) to our shareholders as dividends. To qualify as a RIC for U.S. federal income tax purposes, we must, among other things, satisfy the requirements discussed below.

Domestic Corporation Requirement. The domestic corporation requirement generally will be satisfied if we are classified as a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia for U.S. federal income tax purposes.

Registration Requirement. The registration requirement generally will be satisfied if we have in effect an election to be treated as a BDC on every day of our taxable year.

Election Requirement. The election requirement generally will be satisfied if we elect to be treated as a RIC by computing our taxable income as a RIC in our U.S. federal income tax return or did so with respect to a previous taxable year.

Source-of-Income Requirement. The source-of-income requirement generally will be satisfied if we derive at least 90% of our gross income for each taxable year from dividends; interest; payments with respect to certain securities loans; gains from the sale or other disposition of stock or other securities or foreign currency; other income (including, but not limited to, gains from options, futures, or forward contracts) derived with respect to our business of investing in the aforementioned stock, securities, or currencies; or net income derived from an interest in a “qualified publicly traded partnership” (the “Source-of-Income Requirement”).

Diversification Requirement. The Diversification Requirement (as defined below) will be met if we diversify our holdings so that at the end of each quarter of the taxable year:

In the case of a RIC that furnishes capital to development corporations, there is an exception relating to the Diversification Requirement described above. This exception is available only to RICs which the SEC determines to be principally engaged in the furnishing of capital to other corporations which are principally engaged in the development or exploitation of inventions, technological improvements, new processes, or products not previously generally available (“SEC Certification”). We have not sought SEC Certification, but it is possible that we may seek SEC Certification in future years. If we receive SEC Certification, we generally will be entitled to include, in the computation of the 50% value of our assets (described in the first bullet above), the value of any securities of an issuer, whether or not we own more than 10% of the outstanding voting securities of the issuer, if the basis of the securities, when added to our basis of any other securities of the issuer that we own, does not exceed 5% of the value of our total assets.

Distribution Requirement. The Distribution Requirement (as defined below) is satisfied if we timely distribute (or are deemed to timely distribute) to our shareholders an amount equal to at least the sum of (i) 90% of our investment company taxable income (which includes, among other items, dividends, interest, the excess of any net realized short-term capital gains over net realized long-term capital losses and other taxable income (other than any net capital gain), reduced by certain deductible expenses), determined without regard to the deduction for dividends paid and (ii) 90% of our net tax-exempt interest income (the “Distribution Requirement”).

As a RIC, we generally will not be subject to U.S. federal income tax on our investment company taxable income and net capital gains that we timely distribute (or are deemed to distribute) to our shareholders as dividends. We intend to distribute annually all or substantially all of such income. To the extent we meet the Distribution Requirement for a taxable year but retain our net capital gains for investment or any investment company taxable income, we will be subject to U.S. federal income tax on such retained capital gains and investment company taxable income. We may choose to retain our net capital gains for investment or any investment company taxable income, and pay the associated corporate U.S. federal income tax, including the 4% U.S. federal excise tax described below.

As a RIC, we are subject to a nondeductible 4% U.S. federal excise tax on certain of our undistributed income, unless we timely distribute (or are deemed to have timely distributed) an amount equal to the sum of:

While we intend to distribute any income and capital gains in order to satisfy the Excise Tax Distribution Requirement, we may not be successful in entirely avoiding the imposition of this tax. In that case, we will be liable for the 4% U.S. federal excise tax only on the amount by which we do not meet the Excise Tax Distribution Requirement.

We are authorized to borrow funds and to sell assets in order to satisfy the Distribution Requirement and the Excise Tax Distribution Requirement. However, under the 1940 Act, we are not permitted to make distributions to our shareholders while any senior securities are outstanding, unless we meet the applicable asset coverage ratios. Moreover, our ability to dispose of assets to meet either the Distribution Requirement or the Excise Tax Distribution Requirement may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC for U.S. federal income purposes, including the Diversification Requirement. If we dispose of assets in order to meet the Distribution Requirement or the Excise Tax Distribution Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous. If we are unable to obtain cash from other sources to satisfy the Distribution Requirement, we may fail to qualify for tax treatment as a RIC and become subject to U.S. federal income tax.

A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses). If our expenses in a given year exceed investment company taxable income, we would experience a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years and such net operating losses do not pass through the shareholders of a RIC. In addition, expenses can be used to offset only investment company taxable income, not net capital gain. Due to these limits on the deductibility of expenses, we may, for U.S. federal income tax purposes, have aggregate taxable income for several years that we are required to distribute and that is taxable to our shareholders, even if such income is greater than the aggregate net income we actually earned during those years. Such required distributions may be made from our cash assets or by liquidation of investments, if necessary. We may realize gains or losses from such liquidations. In the event we realize net capital gains from such transactions, shareholders may receive a larger capital gain distribution than they would have received in the absence of such transactions.

Failure to Qualify as a RIC for U.S. Federal Income Tax Purposes

We intend to elect to be treated as a RIC for U.S. federal income tax purposes, and we intend to qualify as a RIC annually; however, no assurance can be provided that we will qualify as a RIC for U.S. federal income tax purposes for any given taxable year. If we were unable to qualify for treatment as a RIC for U.S. federal income tax purposes and certain provisions are not applicable, we would be subject to U.S. federal income tax on all of our taxable income (including our net capital gains) imposed at regular corporate rates, regardless of whether we make any distributions to our shareholders. In such a case, distributions would not be required to be paid, and any distributions that are paid would be taxable to our shareholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain holding period and other limitations under the Code, our corporate shareholders would be eligible to claim a dividends-received deduction with respect to such dividends, and our non-corporate shareholders generally would be able to treat such dividends as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. The amount of any distribution in excess of our current and accumulated earnings and profits would first be treated as a return of capital to the extent of the shareholder’s adjusted tax basis in its shares, and the amount of any distribution that is not a dividend and that exceeds the shareholder’s adjusted tax basis in its shares would be treated as capital gain. To re-qualify as a RIC for U.S. federal income tax purposes in a subsequent taxable year, we would be required to satisfy the RIC qualification requirements for that year and dispose of any earnings and profits from any year in which we failed to qualify as a RIC by the end of the first year that we intend to re-qualify as a RIC. Subject to a limited exception applicable to RICs that qualified as such under subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the non-qualifying year, we could be subject to tax on any unrealized net built-in appreciation on the assets held by us during the period in which we failed to qualify as a RIC that are recognized within the subsequent five years, unless we made a special election to pay U.S. federal income tax imposed at corporate rates on such built-in gain at the time of our requalification as a RIC. The remainder of this discussion assumes that we qualify as a RIC for U.S. federal income tax purposes for each taxable year.

Company Investments

Certain of our investment practices are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, including the dividends received deduction; (ii) convert lower taxed long-term capital gains and qualified dividend income into higher taxed short-term capital gains or ordinary income; (iii) convert ordinary loss or a deduction into capital loss (the deductibility of which is more limited); (iv) cause us to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur for U.S. federal income tax purposes; (vi) adversely alter the U.S. federal income tax characterization of certain complex financial transactions and (vii) produce income that will not satisfy the Source-of-Income Requirement. We monitor our transactions, may make certain U.S. federal income tax elections, and may be required to borrow money or dispose of securities in order to mitigate the effect of these rules and to prevent our disqualification as a RIC for U.S. federal income tax purposes; however, there can be no assurance that we will be successful in this regard.

Debt Instruments. In certain circumstances, we may be required to recognize taxable income for U.S. federal income tax purposes prior to the time at which we receive cash. For example, if we hold debt instruments that are treated under applicable U.S. federal income tax rules as having OID (such as debt instruments with an end-of-term payment and/or PIK interest payment or, in certain cases, debt issued with warrants), we must include in taxable income for U.S. federal income tax purposes each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our shareholders in order to satisfy the Distribution Requirement and to satisfy the Excise Tax Distribution Requirement, even though we will not have received any corresponding cash amount.

Warrants. Gain or loss realized by us for U.S. federal income tax purposes from the sale or exchange of warrants acquired by us as well as any loss attributable to the lapse of such warrants, generally are treated as capital gain or loss. The treatment of such gain or loss as long-term or short-term generally depends on how long we held a particular warrant and on the nature of the disposition transaction.

Foreign Investments. In the event we invest in foreign securities, we may be subject to withholding and other foreign taxes with respect to those securities. In this regard, withholding tax rates in countries with which the United States does not have a tax treaty may be 35% or more. The United States has entered into tax treaties with many foreign countries that may entitle us to a reduced rate of, or exemption from, withholding tax on investment income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of our assets to be invested within various countries is not now known. We do not expect to satisfy the applicable requirements that would permit us to pass through to our shareholders their share of the foreign taxes paid by us.

Passive Foreign Investment Companies. We may invest in the stock of a foreign corporation which is classified as a “passive foreign investment company” (within the meaning of Section 1297 of the Code), or “PFIC.” As a result, we may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares. Additional charges in the nature of interest may be imposed on us in respect of deferred taxes arising from such distributions or gains. This additional tax and interest may apply even if we make a distribution in an amount equal to any “excess distribution” or gain from the disposition of such shares as a taxable dividend by it to its shareholders. In lieu of the increased income tax and deferred tax interest charges on excess distributions on and dispositions of a PFIC’s shares, we can elect to treat the underlying PFIC as a “qualified electing fund,” provided that the PFIC agrees to provide us with adequate information regarding its annual results and other aspects of its operations. With a “qualified electing fund” election in place, we must include in our income each year our proportionate share (whether distributed or not) of the ordinary earnings and net capital gain of a PFIC. In the alternative, we can elect, under certain conditions, to mark-to-market at the end of each taxable year our PFIC shares. We would recognize as ordinary income any increase in the value of the PFIC shares and as an ordinary loss (up to any prior income resulting from the mark-to-market election) any decrease in the value of the PFIC shares. With a “mark-to-market” or “qualified electing fund” election in place on a PFIC, we might be required to recognize in a year income in excess of its actual distributions on and proceeds from dispositions of the PFIC’s shares. Any such income would be subject to the Distribution Requirement and would be taken into account for purposes of the Excise Tax Distribution Requirement). No assurances can be given that any “qualified electing fund” election will be available or that, if available, we will make such an election.

Income inclusions from a qualified electing fund will be “good income” for purposes of the Source-of-Income Requirement provided that the qualified electing fund distributes such income to us in the same taxable year to which the income is included in our income or the income is derived in connection with the Company’s business of investing in stocks and securities.

Controlled Foreign Corporations. If we hold more than 10% of the shares in a Non-U.S. corporation that is treated as a controlled foreign corporation, or a “CFC,” we may be treated as receiving a deemed distribution (taxable as ordinary income for U.S. federal income tax purposes) each year from such Non-U.S. corporation in an amount equal to our pro rata share of certain of the Non-U.S. corporation’s income for the tax year (including both ordinary earnings and capital gains), whether or not the Non-U.S. corporation makes an actual distribution during such year. In general, a Non-U.S. corporation will be classified as a CFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly, or by attribution) by U.S. shareholders. For this purpose, a “U.S. shareholder” is any United States person (within the meaning of the Code) who possesses (directly, indirectly, or by attribution) either (a) 10% or more of the total combined voting power or (b) 10% or more of the total value of all classes of shares of a Non-U.S. corporation. If we are treated as receiving a deemed distribution from a CFC, we will be required to include such distribution in our investment company taxable income, regardless of whether we receive any actual distributions from such CFC. We must distribute such income to satisfy the Distribution Requirement and the income will be taken into account for purposes of the Excise Tax Distribution Requirement.

Income inclusions from a CFC will be “good income” for purposes of the Source-of-Income Requirement, provided that they are derived in connection with our business of investing in stocks and securities or the CFC distributes such income to us in the same taxable year to which the income is included in our income.

Foreign Currency Transactions. Under the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time we accrue income or other receivables or accrue expenses or other liabilities denominated in a foreign currency and the time we actually collect such receivables or pay such liabilities generally are treated as ordinary income or loss. Similarly, on the disposition of debt instruments and certain other instruments denominated in a foreign currency, gains or losses attributable to fluctuations in the value of the foreign currency between the date of acquisition of the instrument and the date of disposition also are treated as ordinary gain or loss. These gains and losses may increase or decrease the amount of our investment company taxable income to be distributed to our shareholders as ordinary income.

U.S. Federal Income Taxation of U.S. Shareholders

Our distributions generally are taxable to U.S. shareholders as either ordinary income or capital gains. Distributions of our “investment company taxable income” (which is, generally, our net ordinary income, plus realized net short-term capital gains in excess of realized net long-term capital losses) will be taxable as ordinary income to U.S. shareholders to the extent of our current and/or accumulated earnings and profits, whether paid in cash or reinvested in additional shares of our Common Stock pursuant to our dividend reinvestment program. To the extent such distributions paid by us to non-corporate U.S. shareholders (including individuals) are attributable to dividends from certain U.S. corporations and certain qualified foreign corporations, such distributions (“Qualified Dividends”) may be eligible for a maximum U.S. federal income tax rate of 20%. In this regard, it is anticipated that our distributions generally will not be attributable to dividends and, therefore, generally will not qualify for the 20% maximum rate applicable to Qualified Dividends.

Distributions of our net capital gains (which are generally our realized net long-term capital gains in excess of realized net short-term capital losses) properly reported by us as “capital gain dividends” will be taxable to a U.S. shareholder as long-term capital gains, which are currently taxable at a maximum rate of 20% in the case of individuals or estates, regardless of the U.S. shareholder’s holding period for his, her or its shares, and regardless of whether paid in cash or reinvested in additional shares of our Common Stock pursuant to our dividend reinvestment program. The amount of a distribution in excess of our current and accumulated earnings and profits first reduces a U.S. shareholder’s adjusted tax basis in such U.S. shareholder’s shares to the extent thereof (but not below zero), and the amount of a distribution that is not a dividend and is in excess of a U.S. shareholder’s adjusted tax basis in such U.S. shareholder’s shares is treated as capital gain to such U.S. shareholder.

Shareholders receiving dividends or distributions in the form of additional shares purchased in the market generally should be treated for U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of money that the shareholders receiving cash dividends or distributions will receive and should have a tax basis in the shares of our Common Stock received equal to such amount. Shareholders receiving dividends in newly issued shares of our Common Stock generally will be treated as receiving a distribution equal to the value of the shares of our Common Stock received and should have a tax basis in the shares of our Common Stock equal to such amount.

Although we currently intend to distribute any net long-term capital gains at least annually, we may in the future decide to retain some or all of our net long-term capital gains but designate the retained amount as a “deemed distribution.” In that case, among other consequences, we will pay U.S. federal income tax on the retained amount, each U.S. shareholder will be required to include their share of the deemed distribution in income as if it had been distributed to the U.S. shareholder, and the U.S. shareholder will be entitled to claim a credit or refund, as the case may be, for the U.S. federal income tax so deemed to have been paid by the U.S. shareholder. Additionally, the U.S. shareholder may be entitled to increase its adjusted tax basis in its shares by the difference between the amount of includible gains and the tax deemed paid by the U.S. shareholder. Since we expect to pay U.S. federal income tax on any retained capital gains at our regular corporate-level U.S. federal income tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gains, the amount of U.S. federal income tax that individual shareholders will be treated as having paid and for which they will receive a credit will exceed the U.S. federal income tax they owe on the retained net capital gain. Such excess generally may be claimed as a credit against the U.S. shareholder’s other U.S. federal income tax obligations or may be refunded to the extent it exceeds a shareholder’s liability for U.S. federal income tax. A shareholder that is not subject to U.S. federal income tax or otherwise required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for the taxes we paid. In order to utilize the deemed distribution approach, we must provide written notice to our shareholders prior to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of our investment company taxable income as a “deemed distribution.”

We or the applicable withholding agent will provide investors with a notice reporting the amount of any ordinary income dividends (including the amount of such dividend, if any, eligible to be treated as a Qualified Dividend) and capital gain dividends by January 31. For purposes of determining (1) whether the Distribution Requirement is satisfied for any year and (2) the amount of capital gain dividends paid for that year, we may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question. If we make such an election, the U.S. shareholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, if we pay investors a dividend in January which was declared in the previous October, November, or December to shareholders of record on a specified date in one of these months, then the dividend will be treated for U.S. federal income tax purposes as being paid by us and received by investors on December 31 of the year in which the dividend was declared. If a shareholder purchases shares shortly before the record date of a distribution, the price of the will include the value of the distribution and the shareholder will be subject to U.S. federal income tax on the distribution even though it represents a return of its investment.

The IRS currently requires that a RIC that has two or more classes of stock allocate to each such class proportionate amounts of each type of its income (such as ordinary income and capital gains) based upon the percentage of total dividends paid to each class for the tax year. Accordingly, we intend each year to allocate capital gain dividends, if any, between our shares of Common Stock and shares of Preferred Stock in proportion to the total dividends paid to each class with respect to such tax year.

Dividend Reinvestment Program. We have adopted a dividend reinvestment program that provides for reinvestment of our dividends and other distributions on behalf of holders of our Common Stock when a shareholder opts into the program by providing us with notice. See “Distributions; Dividend Reinvestment Program.” Any distributions reinvested under the dividend reinvestment program will nevertheless remain taxable to the U.S. shareholder. The U.S. shareholder will have an adjusted tax basis in the additional shares of our Common Stock purchased through the dividend reinvestment program equal to the amount of the reinvested distribution. The shares of our Common Stock will have a new holding period commencing on the day following the day on which the shares of our Common Stock are credited to the U.S. shareholder’s account.

Dispositions. A U.S. shareholder generally will recognize capital gain or loss on the sale, exchange, or other taxable disposition of shares in an amount equal to the difference between the U.S. shareholder’s adjusted tax basis in the shares disposed of and the amount realized on their disposition. Generally, gain recognized by a U.S. shareholder on the disposition of shares will result in capital gain or loss to a U.S. shareholder, and will be a long-term capital gain or loss, if the shares have been held for more than one year at the time of sale. Otherwise, it will be classified as short-term capital gain or loss. However, any loss recognized by a U.S. shareholder upon the disposition of shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends received (including amounts credited as an undistributed capital gain dividend) by the U.S. shareholder. A loss recognized by a U.S. shareholder on a disposition of shares will be disallowed as a deduction, if the U.S. shareholder acquires additional shares (whether through the automatic reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the date that the shares are disposed of. In this case, the tax basis of the shares acquired will be adjusted to reflect the disallowed loss.

Reportable Transaction Disclosure. In certain circumstances, the Code, applicable U.S. Treasury Regulations, and certain IRS administrative guidance require that the IRS be notified of taxable transactions through a disclosure statement attached to a taxpayer’s U.S. federal income tax return. In general, if a U.S. shareholder recognizes a loss with respect to shares of $2 million or more for a U.S. shareholder who is an individual, S corporation, trust, or partnership with at least one non-corporate partner, or $10 million or more for a U.S. shareholder who is a corporation or a partnership with solely corporate partners, in any single taxable year (or a greater loss over a combination of years), the U.S. shareholder must file with the IRS a disclosure statement on Form 8886 (or a successor form). Direct U.S. shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, U.S. shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to U.S. shareholders of most or all RICs. The fact that a loss is reportable under these authorities does not affect the determination of whether the taxpayer’s treatment of the loss is proper for U.S. federal income tax purposes. Significant penalties may be imposed in connection with a failure to comply with these reporting requirements. U.S. shareholders should consult their own tax advisors to determine the applicability of these authorities in light of their individual circumstances.

Backup Withholding. We are required in certain circumstances to backup withhold for U.S. federal income tax purposes, currently at a rate of 24%, on taxable dividends or distributions paid to certain non-corporate U.S. shareholders who do not furnish us or the dividend-paying agent with their correct U.S. taxpayer identification number (“U.S. TIN”) (in the case of individuals, generally, their U.S. Social Security Number) and certain certifications, or who are otherwise subject to backup withholding for U.S. federal income tax purposes. Backup withholding is not an additional U.S. federal income tax. Any amounts withheld from payments made to investors may be refunded or credited against their U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

Publicly Offered RIC. A “publicly offered regulated investment company” is a RIC whose shares are either (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market or (iii) held by at least 500 persons at all times during the taxable year. We intend to qualify as a publicly offered RIC; however, we may not qualify as a publicly offered RIC for U.S. federal income tax purposes for future taxable years. If we are not treated as a publicly offered RIC for any period, a non-corporate U.S. shareholder’s allocable portion of our affected expenses, including our management fees, will be treated as an additional distribution to such U.S. shareholder, and such U.S. shareholder will be treated as having paid or incurred such U.S. shareholder’s allocable share of these fees and expenses, which will be treated as miscellaneous itemized deductions by such U.S. shareholder. Miscellaneous itemized deductions generally are not deductible by a U.S. shareholder that is an individual, trust, or estate.

U.S. Federal Income Taxation of Tax-Exempt U.S. Shareholders. A U.S. shareholder that is a tax-exempt organization for U.S. federal income tax purposes, and therefore generally exempt from U.S. federal income tax, may nevertheless be subject to U.S. federal income tax to the extent that it is considered to derive “unrelated business taxable income” (“UBTI”). The direct conduct by a tax-exempt U.S. shareholder of the activities we propose to conduct could give rise to UBTI. However, we will be classified as a corporation for U.S. federal income tax purposes. Consequently, our business activities generally will not be attributed to the U.S. shareholders for purposes of determining their treatment under U.S. federal income tax laws. Therefore, a tax-exempt U.S. shareholder generally should not be subject to U.S. federal income tax solely as a result of the U.S. shareholder’s ownership of shares and receipt of dividends with respect to such shares. Moreover, if we incur indebtedness, such indebtedness will not be attributed to a tax-exempt U.S. shareholder. Therefore, a tax-exempt U.S. shareholder should not be treated as earning income from “debt-financed property” and dividends we pay should not be treated as “unrelated debt-financed income” solely as a result of indebtedness that we incur. Proposals periodically are made to change the treatment of “blocker” investment vehicles interposed between tax-exempt shareholders and non-qualifying investments. In the event that any such proposals were to be adopted and applied to RICs, the U.S. federal income tax treatment of dividends payable to tax- exempt shareholders could be adversely affected. In addition, special rules would apply if we were to invest in certain real estate investment trusts or other taxable mortgage pools, which we do not currently plan to do, which could result in a tax- exempt U.S. shareholder recognizing income that would be treated as UBTI.

U.S. Federal Income Taxation of Non-U.S. Shareholders

The following discussion only applies to certain Non-U.S. shareholders. Whether an investment in our Shares is appropriate for a Non-U.S. shareholder will depend upon that person’s particular circumstances. An investment in our Shares by a Non-U.S. shareholder may have adverse U.S federal income tax consequences. Non-U.S. shareholders should consult their own tax advisors before investing in our Shares.

In general, distributions of our “investment company taxable income” to Non-U.S. shareholders (including interest income and realized net short-term capital gains in excess of realized long-term capital losses, which generally would be free of withholding if paid to Non-U.S. shareholders directly) generally are subject to withholding of U.S. federal tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of our current and accumulated earnings and profits unless an applicable exception applies. This 30% U.S. federal income tax generally is collected by withholding at the source of payment. However, no withholding is required with respect to certain distributions if (i) the distributions are properly reported to our shareholders as “interest-related dividends” or “short-term capital gain dividends,” (ii) the distributions are derived from sources specified in the Code for such dividends, and (iii) certain other requirements are satisfied. We anticipate that a significant amount of our dividends will qualify as “interest-related dividends” or “short-term capital gain dividends.” Therefore, our distributions of our investment company taxable income generally will not be subject to withholding of U.S. federal tax. No assurance can be provided, however, that any of our distributions will qualify for this exemption from withholding.

If a distribution is effectively connected with the conduct of a trade or business in the United States (a “U.S. trade or business”) by the Non-U.S. shareholder (and, if an income tax treaty applies, is attributable to a permanent establishment maintained by the Non-U.S. shareholder in the United States), we will not be required to withhold U.S. federal income tax if the Non-U.S. shareholder complies with applicable certification and disclosure requirements, although the distribution will be subject to U.S. federal income tax imposed at the rates applicable to U.S. shareholders. Special certification requirements apply to a Non-U.S. shareholder that is a foreign partnership or a foreign trust, and such entities are urged to consult their own tax advisors.

Actual or deemed distributions of our net capital gains to a Non-U.S. shareholder, if properly reported by us as capital gains dividends, and gains realized by a Non-U.S. shareholder upon the sale or redemption of our Shares, will not be subject to U.S. federal income tax unless the distributions or gains, as the case may be, are effectively connected with the conduct of a U.S. trade or business of the Non-U.S. shareholder (and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the Non-U.S. shareholder in the United States). In addition, in the case of an individual, such net capital gains and gains realized by a Non-U.S. shareholder upon the sale or redemption of our Shares may be subject to U.S. federal income tax if the Non-U.S. shareholder was present in the United States for 183 days or more during the taxable year of the distribution or gain and certain other conditions are met.

If we distribute our net capital gains in the form of deemed rather than actual distributions, a Non-U.S. shareholder will be entitled to a U.S. federal income tax credit or tax refund equal to the Non-U.S. shareholder’s allocable share of the U.S. federal income tax we pay on the capital gains deemed to have been distributed; however, in order to obtain the refund, the Non-U.S. shareholder must obtain a U.S. taxpayer identification number (“TIN”) and file a U.S. federal income tax return even if the Non-U.S. shareholder would not otherwise be required to obtain a U.S. TIN or file a U.S. federal income tax return.

If any actual or deemed distributions of our net capital gains, or any gains realized upon the sale, exchange, redemption, or other taxable disposition of our Shares, are effectively connected with the conduct of a U.S. trade or business of the Non-U.S. shareholder (and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the Non-U.S. shareholder in the United States), such amounts will be subject to U.S. federal income tax, on a net income basis, in the same manner, and at the rates applicable to, a U.S. shareholder. For a corporate Non-U.S. shareholder, the after-tax amount of distributions (both actual and deemed) and gains realized upon the sale or redemption of our Shares that are effectively connected with the conduct of a U.S. trade or business (and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the Non-U.S. shareholder in the United States), may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for by an applicable income tax treaty). Accordingly, investment in our shares of common stock may not be appropriate for certain Non-U.S. shareholders.

Non-U.S. shareholders will generally not be subject to U.S. federal income tax or withholding tax with respect to gain recognized on the sale or other disposition of our Shares.

Under the dividend reinvestment program, our shareholders who have “opted in” to our dividend reinvestment program will have their cash distributions on our Common Stock automatically reinvested in additional shares of Common Stock, rather than receiving cash distributions. If the distribution is a distribution of our investment company taxable income and is not properly reported by us as a “short-term capital gains dividend” or “interest-related dividend,” the amount distributed and treated as a dividend for U.S. federal income tax purposes (i.e., to the extent of our current and accumulated earnings and profits) will be subject to U.S. federal withholding tax as described above, and only the net after-tax amount will be reinvested in our shares of Common Stock. If the distribution is effectively connected with the conduct of a U.S. trade or business of the Non-U.S. shareholder (and, if an income tax treaty applies, is attributable to a permanent establishment maintained by the Non-U.S. shareholder in the United States), generally the full amount of the distribution will be reinvested in the dividend reinvestment program and will be subject to U.S. federal income tax at the ordinary income tax rates applicable to U.S. shareholders. The Non-U.S. shareholder will have an adjusted tax basis in the additional shares of Common Stock purchased through the dividend reinvestment program equal to the amount reinvested. The additional shares of Common Stock will have a new holding period commencing on the day following the day on which the shares of our Common Stock are credited to the Non-U.S. shareholder’s account.

Non-U.S. shareholders should consult their own tax advisors with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax consequences of an investment in our Shares.

If we were unable to qualify as a RIC for U.S. federal income tax purposes, any distributions by us would be treated as dividends to the extent of our current and accumulated earnings and profits. We would not be eligible to report any such dividends as “interest-related dividends,” “short-term capital gain dividends,” or “capital gain dividends.” As a result, any such dividend paid to a Non-U.S. shareholder that is not effectively connected with the conduct of a U.S. trade or business of the Non-U.S. shareholder (and, if an income tax treaty applies, attributable to a permanent establishment maintained by the Non-U.S. shareholder in the United States) would be subject to the 30% (or reduced applicable income tax treaty rate) withholding tax discussed above regardless of the source of the income giving rise to such distribution. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the Non-U.S. shareholder’s adjusted tax basis, and any remaining distributions would be treated as a gain from the sale of the Non-U.S. shareholder’s shares subject to taxation as discussed above. For the consequences to the Company for failing to qualify as a RIC for U.S. federal income tax purposes, see “Failure to Qualify as a RIC for U.S. Federal Income Tax Purposes” above.

Backup Withholding

We must generally report to our Non-U.S. shareholders and the IRS on an IRS Form 1042-S the amount of dividends paid to any documented Non-U.S. shareholder during each calendar year and the amount of any tax withheld. Information reporting requirements may apply even if no withholding was required because the distributions were effectively connected with the Non-U.S. shareholder’s conduct of a U.S. trade or business or withholding was reduced or eliminated by an applicable income tax treaty. Copies of these information returns also may be made available under a specific treaty or agreement with the tax authorities in the country in which the Non-U.S. shareholder is resident for tax purposes. Under U.S. federal income tax law, interest, dividends and other reportable payments may, under certain circumstances, be subject to “backup withholding” at the then-applicable rate (currently 24%). Backup withholding, however, generally will not apply to distributions to a Non-U.S. shareholder, provided the Non-U.S. shareholder furnishes to us the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN or IRS Form W-8BEN-E (or an acceptable substitute form) establishing that it is a Non-U.S. shareholder or otherwise established an exemption from backup withholding. Backup withholding is not an additional tax but can be credited against a Non-U.S. shareholder’s U.S. federal income tax and may be refunded to the extent it results in an overpayment of tax and the appropriate information is timely supplied to the IRS.

Non-U.S. shareholders are urged to consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of an exemption therefrom, and the procedures for obtaining such an exemption, if available.

FATCA

Legislation commonly referred to as the “Foreign Account Tax Compliance Act,” or “FATCA,” generally imposes a 30% withholding tax on payments of certain types of income to foreign financial institutions (“FFIs”), unless such FFIs either: (i) enter into an agreement with the U.S. Department of the Treasury to report certain required information with respect to accounts held by certain specified U.S. persons (or held by foreign entities that have certain specified U.S. persons as substantial owners); or (ii) reside in a jurisdiction that has entered into an intergovernmental agreement (“IGA”) with the United States to collect and share such information and are in compliance with the terms of such IGA and any enabling legislation or regulations. The types of income subject to the tax include U.S. source interest and dividends. While the Code would also require withholding on payments of the gross proceeds from the sale of any property that could produce U.S. source interest or dividends, such as the Shares, the U.S. Treasury Department has indicated its intent to eliminate this requirement in proposed U.S. Treasury Regulations, which state that taxpayers may rely on the proposed U.S. Treasury Regulations until final regulations are issued. The information required to be reported includes the identity and U.S. TIN of each account holder that is a specified U.S. person and certain financial information associated with the holder’s account. In addition, subject to certain exceptions, FATCA also imposes a 30% withholding on certain payments to certain foreign entities that are not FFIs, unless such foreign entities certify that they do not have a greater than 10% owner that is a specified U.S. person or provide the withholding agent with identifying information on each greater than 10% owner that is a specified U.S. person. Depending on the status of a Non-U.S. shareholder and the status of the intermediaries through which they hold their shares, Non-U.S. shareholders could be subject to this 30% withholding tax with respect to distributions on their shares. Under certain circumstances, a Non-U.S. shareholder might be eligible for refunds or credits of such taxes.

Non-U.S. persons should consult their own tax advisors with respect to the FATCA consequences of an investment in our Shares.

Available Information

We are subject to the reporting and disclosure requirements of the Exchange Act, including the filing of quarterly, annual and current reports, proxy statements and other required items with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Material Impact of Cybersecurity Risks

As of the date of this Annual Report on Form 10-K, we are not aware of any material risks from cybersecurity threats that have materially affected, or are reasonably likely to materially affect, us, including our business strategy, results of operations, or financial condition. However, future incidents could have a material impact on our business. Additional information about the cybersecurity risks that we face is discussed in Item 1A of Part I, “Risk Factors,” in this Annual Report on Form 10-K under the heading “The failure in cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct our business effectively.”

Item 2. Properties

We do not own any real estate or other physical properties materially important to our operations. Our principal executive offices are located at 3200 West End Avenue, Suite #500, Nashville, TN 37203.

Item 3. Legal Proceedings

Neither we nor any of our subsidiaries are currently a party to any material pending legal proceedings. We may subject to certain legal proceedings from time to time in the ordinary course of business. From time to time, we may, in the ordinary course of business, be named as defendants in litigation arising from our investments in our portfolio companies and may, as a result, incur significant costs and expenses in connection with such litigation. We are also subject to extensive regulation, which may result in regulatory proceedings or investigations against us respectively. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

We have the authority to issue 200,000,000 shares of capital stock, consisting of 150,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock. We do not currently intend to list our Shares on a national securities exchange. There is no established public trading market for our Shares currently, nor can we give any assurance that one will develop, and the Board does not expect to complete a liquidity event within any specific time period, if at all.

We are conducting a continuous private offering (the “Private Offering”) of our Common Stock to accredited investors, as defined in Regulation D under the 1933 Act, or to non-U.S. persons as provided in Regulation S under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act. At each closing, an investor purchases shares of the Company’s Common Stock pursuant to a subscription agreement with us. Our shares of Common Stock will not be registered under the 1933 Act. The shares of our Common Stock issued in the Private Offering are expected to be exempt from registration requirements pursuant to Section 4(a)(2) of and Regulation D or Regulation S under the 1933 Act.

Because shares of our Common Stock will be acquired by investors in one or more transactions “not involving a public offering,” they will be “restricted securities.” The shares of our Common Stock offered and sold in the Private Offering may not be sold or transferred (i) except as permitted under the Subscription Agreement, including in transfers to us in connection with our Share Repurchase Program and (ii) unless they are registered under the 1933 Act and under any other applicable securities laws or an exemption from such registration thereunder is available (in which case the shareholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). Accordingly, an investor must be willing to bear the economic risk of investment in our Common Stock until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the shares of our Common Stock may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the shares and to execute such other instruments or certifications as are reasonably required by us.

Holders

As of March 26, 2026, there were 1,189 holders of record of our Common Stock.

Distribution Policy

We generally intend to make distributions at least quarterly on our Common Stock and quarterly on our Preferred Stock and to distribute, out of assets legally available for distribution, substantially all of our available earnings, on an annual basis, as determined by the Board. However, our Board has ultimate discretion to determine the amount and timing of these distributions. In making this determination, our Board will consider all relevant factors, including the amount of cash available for distribution, capital expenditure and reserve requirements, and general operational requirements. We cannot assure you that we will consistently be able to generate sufficient available cash flow to fund distributions on our Common Stock or on our Preferred Stock at the stated dividend rate described below, or at all, nor can we assure you that sufficient cash will be available to make distributions to you.

With respect to our Common Stock, distributions, when declared, will be paid in cash to shareholders of the Common Stock to the extent the shareholder has not opted into participating in our dividend reinvestment program. If our Board authorizes, and we declare, a cash dividend or distribution, our common shareholders who have opted in to our dividend reinvestment plan will have their cash dividends or distributions on our Common Stock automatically reinvested in additional shares of our Common Stock, rather than receiving cash. The number of shares of our Common Stock to be issued to a shareholder under the dividend reinvestment program will be determined by dividing the total dollar amount of the distribution payable to such shareholder by the NAV per share as of the last day of the calendar quarter immediately preceding the date such distribution was declared. We intend to use newly issued shares of Common Stock to implement the dividend reinvestment program.

With respect to our Preferred Stock, our Board intends to pay distributions on the Preferred Stock quarterly in arrears on or about the last day of the month following the end of each calendar quarter for dividends accrued the previous quarter (or such later date as our Board may designate) in an amount equal to (i) the Initial Dividend Rate of 7.5 bps (or 0.075%) per annum through the first anniversary of the BDC Election Date and (ii) the Fixed Dividend Rate of 10 bps (or 0.1%) per annum after such first anniversary.

During the fiscal year ended December 31, 2025, we declared distributions of $3,538,928 to holders of our Common Stock and $59,124 to holders of our Preferred Stock, of which we paid distributions of $367,889 to holders of our Common Stock and $12,108 to holders of our Preferred Stock.

Unregistered Sales of Equity Securities

Except as previously reported by us on our Current Reports on Form 8-K or Quarterly Reports on Form 10-Q, we did not sell any securities during the period covered by this Annual Report on Form 10-K that were not registered under the 1933 Act.

Repurchase of Shares by the Issuer and Affiliated Purchasers

We did not conduct any repurchases of our Shares during the fiscal year ended December 31, 2025.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of the Form 10-K entitled “Risk Factors.” Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in the Annual Report on Form 10-K.

Overview

We are an externally managed, non-diversified closed-end management investment company established to seek attractive risk-adjusted returns from senior secured corporate loans primarily in the core middle market. We are a Maryland corporation that has elected to be regulated as a BDC under the 1940 Act, and intend to elect, and to qualify annually, as a RIC under subchapter M of the Code for U.S. federal income tax purposes.

We are externally managed by Remora, a Delaware limited liability company, pursuant to the Investment Management Agreement. The Adviser is an investment adviser that is registered with the SEC under the Advisers Act. Subject to the overall supervision of our Board, Remora manages our day-to-day operations and provides us with investment advisory services. Remora also serves as our administrator pursuant to the Administration Agreement and provides all administrative services necessary for us to operate. In addition, we have entered into the Sub-Advisory Agreements with Remora and each of Crescent and Kayne and the Eldridge Loan Sourcing Agreement with Eldridge, pursuant to which such non-Remora counterparties provide sub-advisory and loan sourcing services to us, as applicable. We have also entered into the Sub-Administration Agreement with Crescent and Remora, pursuant to which Crescent provides certain administrative services related to loans it originates for us under the Crescent Sub-Advisory Agreement.

Our investment objective is to generate a stable fixed interest income stream and preserve capital through superior loan selection and risk mitigation. We invest in a diversified portfolio comprised primarily of privately negotiated senior secured floating rate loans to middle-market companies. We primarily establish co-investment programs with loan originators or their affiliates to purchase loan assets and make opportunistic secondary market purchases of loan assets. We (directly or via co-investment) may purchase loan assets as a co-lender or as a “club” lender and may participate in loan syndications. We may also invest in other types of loans and debt securities, collateralized loan obligations, collateralized debt obligations and other securities, and invest in funds and other pooled investment vehicles managed by other loan originators.

We have principally targeted investments in first lien senior secured loans (which are in first position or have first claim to underlying collateral and the senior most securities in the capital structure) issued typically by non-bank loan originators to tenured private equity sponsors for leveraged buyout acquisitions and growth capital financings. Remora has targeted, on average, to have 50/50 LTV with sponsors’ and other equity capital invested junior to our investments, demonstrating significant collateral support for our investments. Remora believes this investment strategy will drive consistent current income for our investors at attractive yields while maintaining a core focus on capital preservation. As of December 31, 2025, other than cash and cash equivalents, our investment portfolio was comprised of 100% first lien senior secured loans that all have at least one financial maintenance covenant (typically a total net leverage covenant) and a funded private equity sponsor or significant institutional capital provider with significant equity invested in the borrower that is subordinated to our loan.

We are conducting a continuous private offering of our Common Stock in reliance on exemptions from the 1933 Act. At each closing in respect of the Private Offering, an investor purchases shares of our Common Stock pursuant to a subscription agreement between us and such investor.

Portfolio and Investment Activity

Our level of investment activity can and is expected to vary substantially from period to period depending on many factors, including the amount of capital we have available to us, our ability to form co-investment programs with loan originators or directly source co-investment opportunities, the general economic environment, the level of merger and acquisition activity for middle-market companies and the competitive environment for the type of investments we make. Our investment activities are managed by the Adviser, who is responsible for forming co-investment relationships with loan originators, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis.

On September 5, 2025, immediately prior to the BDC Election, we acquired a portfolio of assets consisting of $244 million of principal amount of loans to 82 borrowers (including undrawn commitments of revolving credit facilities and delayed draw term loans), cash and other assets totaling $262 million in the Mergers.

During the period from September 5, 2025 (commencement of operations) through December 31, 2025, we made new and add-on investments across 20 portfolio companies totaling $36.7 million, partially offset by $16.2 million of repayments, including $11.3 million from full exits of three portfolio companies and $4.9 million of partial paydowns from existing portfolio companies.

The following chart summarizes our investment activity for the period from September 5, 2025 (commencement of operations) to December 31, 2025 (dollar amounts in thousands):

As of December 31, 2025, 99.97% of the first lien senior secured loan investments in our portfolio bore interest at floating rates and 0.03% bore interest at fixed rates. Given the current interest rate environment in the United States, Secured Overnight Financing Rate (“SOFR”) base rates are above the floors in effect as of quarter-end, and base rates on 100.0% of the loans in our portfolio exceeded the stated floors. As of December 31, 2025, the weighted average spread over applicable SOFR for our senior secured loans outstanding was 5.60% and the weighted average contractual interest rate was 9.45%.

The following table shows the composition of our investment portfolio as of December 31, 2025 (dollar amounts in thousands):

The following table shows a summary of the industry classifications of our investments as of December 31, 2025 (dollar amounts in thousands):

Portfolio Asset Quality

As part of the monitoring process, we regularly assess the risk profile of each of our investments and rate each of them based on an internal proprietary system that uses the categories listed below, which we refer to as our investment performance risk rating. For any investment rated in Grades 3, 4 or 5, we will increase our monitoring intensity, increase our interactions with our Sub-Advisers, where applicable, and prepare regular updates for the Investment Committee summarizing current operating results and material impending events. We monitor and, when appropriate, change the investment ratings assigned to each investment in our portfolio. In connection with our valuation process, we review these investment performance risk ratings on a quarterly basis. The investment performance risk rating system is described as follows:

Our investment performance risk ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or reflect or represent any third-party assessment of any of our investments.

In the event of a delinquency or a decision to rate an investment Grade 4 or Grade 5, Remora’s Investment Committee will develop an action plan. Such a plan may require a meeting with a Sub-Adviser, where applicable, or the lender group to discuss reasons for the default and the steps management and the lender group are undertaking to address the under-performance, as well as amendments and waivers that may be required.

The following table shows the composition of our portfolio on the 1 to 5 investment performance rating scale as of December 31, 2025 (dollar amounts in thousands):

Investment performance ratings are accurate only as of such date and may change due to subsequent developments relating to a portfolio company’s business or financial conditions, market conditions or developments, and other factors.

As of December 31, 2025, we had two debt investments on non-accrual status for a total of $2.9 million at cost and $2.5 million at fair value.

Results of Operations

For the period from September 5, 2025 (commencement of operations) to December 31, 2025, our operating results were as follows (dollar amounts in thousands):

Investment Income

For the period from September 5, 2025 (commencement of operations) to December 31, 2025, the composition of our investment income was as follows (dollar amounts in thousands):

Interest Income

Interest income is recorded on an accrual basis and includes the amortization of purchase discounts and premiums. Discounts and premiums to par value are accreted or amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion and amortization of discounts and premiums, if any.

PIK Interest Income 

Certain investments have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal or cost basis of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest income, as applicable. If at any point we believe PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, and we cease accruing additional PIK or cash interest when an investment is placed on non-accrual status.

Other Income

Other income may include income such as consent, waiver, amendment, and prepayment fees associated with our investment activities. Such fees are recognized as income when earned or the services are rendered.

Operating Expenses

We do not currently have any employees and do not expect to have any employees. Our day-to-day investment operations are managed by Remora, pursuant to the terms of the Investment Management Agreement, and services necessary for our business, including the origination and administration of our investment portfolio, are provided by individuals who are employees of Remora pursuant to the terms of the Administration Agreement and outside service providers pursuant to sub-advisory, sub-administration, loan sourcing and other service agreements. All investment professionals of Remora and its staff, when and to the extent engaged in providing investment advisory and management services under the Investment Management Agreement, and the compensation and routine compensation-related overhead expenses of such personnel allocable to such services, are provided and paid for by Remora and not by us. We bear all other costs and expenses of our operations and transactions, including those listed in the Investment Management Agreement. See “Part I, Item 1. Business – Investment Management Agreement” in this Annual Report on Form 10-K for more information.

We reimburse the Administrator in an amount equal to our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and our allocable portion of the cost of our General Counsel, CFO and CCO and their staff. The allocable portion of the salaries of the General Counsel, CFO, CCO and other Remora staff attributable to their work on the Company is subject to a cap equal to 22.5 bps of our NAV as of the end of each fiscal year. In addition, if requested to provide significant managerial assistance to our portfolio companies, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount that we receive from such portfolio companies for providing this assistance. See “Part I, Item 1. Business – Administrative and Servicing Agreements – Administration Agreement” in this Annual Report on Form 10-K for more information.

We bear all other out-of-pocket costs and expenses of our operations and transactions, including expenses associated with:

We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

Pursuant to the Fee Waiver Agreement, for the twelve months following the BDC Election Date, Remora has agreed to waive 25% of its Management Fees and 100% of its Incentive Fees under the Investment Management Agreement. Any such waiver of Management Fees or Incentive Fees is not revocable during the proposed term, and the amounts waived are not subject to any right of future recoupment in favor of Remora. For the period from September 5, 2025 (commencement of operations) to December 31, 2025, Remora waived $0.2 million in Management Fees and $0.3 million in Incentive Fees.

Third-Party Providers of Goods and Services

From time to time, Remora or its affiliates may pay third-party providers of goods or services. We will reimburse Remora or such affiliates thereof for any such amounts paid on our behalf. All of the foregoing expenses will ultimately be borne by our shareholders.

In particular, we have engaged third parties to perform loan sourcing and origination services to us pursuant to agreements with such parties, such as the Eldridge Loan Sourcing Agreement. We have also entered into sub-advisory agreements, such as the Crescent Sub-Advisory Agreement and the Kayne Sub-Advisory Agreement, pursuant to which such third parties source and manage investments for us. We may enter into further sub-advisory agreements with other third parties in the future.

For the period from September 5, 2025 (commencement of operations) to December 31, 2025, the composition of our operating expenses was as follows (dollar amounts in thousands):