7. EQUITY ISSUANCES, ISSUANCE EXPENSES AND DISTRIBUTIONS

Share Issuances

The Company has authority to issue 200,000,000 shares of capital stock (“Shares”), consisting of 150,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock. The aggregate par value of all authorized Shares having par value is $200,000.00.

In connection with the Mergers, the Company issued 16,213,447 shares of Common Stock and 332,696 shares of Preferred Stock in exchange for a portfolio of assets with an aggregate NAV of $165,461. Such shares were issued in reliance on the available exemptions from registration requirements of Section 4(a)(2) of the 1933 Act.

The following table summarizes the issuance of shares of Common Stock during the year ended December 31, 2025 (dollar amounts in thousands):

Preferred Stock

On September 5, 2025, in connection with the Mergers, the Company issued the Preferred Stock, which was determined to have an estimated fair value of $3,327 at issuance. The Preferred Stock has the following rights and preferences:

Liquidation Preference

In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of shares of Preferred Stock shall be entitled to receive out of the assets of the Company available for distribution to stockholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Stock, a liquidation distribution of the Liquidation Preference ($25.00 per share) for the shares of the Preferred Stock, plus an amount equal to all unpaid dividends and distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Company, but excluding interest thereon). If, upon any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the assets of the Company available for distribution among the holders of all outstanding shares of Preferred Stock shall be insufficient to permit the payment in full to such holders, then such available assets shall be distributed among the holders of such shares of Preferred Stock ratably in proportion to the respective preferential liquidation amounts to which they are entitled.

Dividends

The holders of shares of Preferred Stock shall be entitled to receive, when, as and if declared by, or under authority granted by, the Board, out of funds legally available therefor and in preference to dividends and distributions on the Common Stock, cumulative cash dividends and distributions on each share of Preferred Stock in an amount equal to (i) an initial dividend rate of 7.5 bps (or 0.075%) per annum through the first anniversary of the BDC Election Date and (ii) a fixed dividend rate of 10 bps (or 0.10%) per annum after such first anniversary. Dividends accrue at the stated rate set forth in the Company’s Articles Supplementary, with a default rate applicable to unpaid dividends, equal to the stated dividend rate plus 0.02% per annum.

The Company’s 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)

Voting Rights

Each holder of shares of Preferred Stock shall be entitled to one vote for each share of Preferred Stock held by such holder on each matter submitted to a vote of stockholders of the Company, and the holders of outstanding shares of Preferred Stock and of outstanding shares of Common Stock shall vote together as a single class; provided, however, that the holders of outstanding shares of Preferred Stock, shall be entitled, as a class, to elect two directors of the Company at all times.

Redemption

For so long as any shares of Preferred Stock are outstanding, the Company shall have asset coverage of at least 150% as of the close of business on the last business day of any of the three-month periods ending March 31, June 30, September 30, or December 31 of each year. If the Company fails to comply with the asset coverage requirement as of the last business day of any calendar quarter and such failure is not cured as of the date that is thirty calendar days following the date of filing of the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, the Company shall, to the extent permitted by the 1940 Act and Maryland law, fix a redemption date and proceed to redeem in accordance with the terms of such Preferred Stock, a sufficient number of shares of Preferred Stock, to enable it to meet the requirements of the asset coverage requirement. In the event that any shares of Preferred Stock then outstanding are to be redeemed, the Company shall redeem such shares at a price per share equal to the Liquidation Preference ($25.00 per share) for the shares of the Preferred Stock, plus an amount equal to all unpaid dividends and distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Company, but excluding interest thereon).

At the discretion of the Board, the Company may make tender offers for the repurchase of its Preferred Stock subject to compliance with the asset coverage requirements of the 1940 Act.

Conversion

The Preferred Stock is not convertible into any other class of the Company’s equity securities.

The Company assessed the rights and preferences of the Preferred Stock and determined that it was not required to be liability classified under ASC 480. In addition, the Company assessed the embedded features in the Preferred Stock and determined that the contingent redemption rights described above met the requirements for bifurcation as a derivative liability. As of the issuance date of the Preferred Stock and December 31, 2025, the Company determined that any fair value associated with the bifurcated derivative liability was de minimis given the remote probability of the related triggering events. Further, given the presence of these contingent redemption rights that are potentially outside of the Company’s control, the Company determined the Preferred Stock should be presented outside of permanent equity in temporary equity. The Preferred Stock was initially recognized at its fair value as of the date of the Mergers as described above. As the Preferred Stock is not currently redeemable or probable of becoming redeemable, the Company is not subsequently remeasuring the Preferred Stock to its redemption value. During the period from September 5, 2025 (commencement of operations) to December 31, 2025, the Company recognized $59 in distributions declared to the holders of the Preferred Stock under the dividend provisions described above.