SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Accounting Policies [Abstract] | |
| Consolidation | Consolidation As permitted under Regulation S-X and as explained by ASC paragraph 946-810-45-3, the Company will generally not consolidate its investment in a company other than an investment company wholly-owned subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, the Company has consolidated the results of the SPV and Holdings in its consolidated financial statements. |
| Segment Reporting | Segment Reporting In accordance with ASC Topic 280 - Segment Reporting, the Company has determined that it has a reporting segment and operating unit structure. As a result, the Company’s segment accounting policies are the same as described herein and the Company does not have any intra-segment sales and transfers of assets. The Company operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation by investing primarily in senior secured debt of U.S. middle-market companies with last twelve-month earnings of between $10 million and $50 million, and to a lesser extent, second lien secured debt, subordinated debt and equity investments. The chief operating decision maker (“CODM”) is comprised of the Company’s Chief Executive Officer and Chief Financial Officer. The CODM assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net increase (decrease) in net assets resulting from operations (“Net Income”) and net investment income (“NII”). The CODM utilizes Net Income and NII as the key metrics in determining the amount of dividends to be distributed to the Company’s shareholders. As the Company’s operations consist of a single reporting segment, the segment assets are reflected on the accompanying Consolidated Statements of Assets and Liabilities as “total assets” and significant segment expenses are listed on accompanying Consolidated Statements of Operations. |
| Organization and Offering Costs | Organization and Offering Costs Organization costs consist of costs incurred to establish the Company and enable it legally to do business. Organization costs are expensed as incurred. Offering costs consist of costs incurred in connection with the offering of Common Shares of the Company. Offering costs are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months. Organizational expenses will include, without limitation, the cost of formation, including legal fees related to the creation and organization of the Company and its subsidiaries, its and their related documents of organization and the Company’s election to be regulated as a BDC and the preparation of the registration statement. Offering expenses will include, without limitation, expenses related to offerings, printing and other offering and marketing costs, including the fees of professional advisors, as well as the expenses of the Investment Adviser (as defined below) in negotiating and documenting other arrangements with the initial investors in the Company. On October 29, 2025, the Company entered into an Expense Holiday Agreement with the Investment Adviser pursuant to which the Investment Adviser agreed to bear and pay the Company’s organization and offering costs until the Company receives $300.0 million in gross proceeds from the sale of shares, excluding shares purchased by Private Holdings and by the Company’s trustees and officers (the “Reimbursement Hurdle”). The Company has no obligation to reimburse the Investment Adviser for such advanced costs until the Company reaches the Reimbursement Hurdle. Once the Company has met the Reimbursement Hurdle it will record organization and offering costs up to an amount of $1.5 million (the “Organization and Offering Cap”). Organization and offering costs in excess of the Organization and Offering Cap will be borne by the Investment Adviser. For the three and six months ended March 31, 2026, total organization and offering costs paid by the Investment Adviser were $0.1 million and $1.8 million, respectively. For the three and six months ended March 31, 2026, organization and offering costs in excess of the Organization and Offering Cap that are not subject to recoupment by the Investment Adviser were $0.1 million and $0.3 million, respectively. The Company will reimburse the Investment Adviser for any recorded organization and offering costs within 90 days following the later of the second anniversary of the Expense Holiday Agreement’s effective date (the “Second Anniversary Date”) or the Company meeting the Reimbursement Hurdle, or such later date as determined by the Investment Adviser in its sole discretion. The Expense Holiday Agreement was effective as of September 16, 2025. The Investment Adviser may waive its right to receive all or a portion of any such reimbursement payment. See Note 3 for details of the Company’s Expense Holiday Agreement. |
| Foreign Currency Translation | Foreign Currency Translation Our books and records are maintained in U.S. dollars. As of March 31, 2026 and September 30, 2025, the Company held no investments denominated in a foreign currency. Any foreign currency amounts are translated into U.S. dollars on the following basis: 1. Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and 2. Purchases and sales of investment securities, income and expenses – at the exchange rates prevailing on the respective dates of such transactions. Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair value of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities. 2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities. |
| Security Transactions, Revenue Recognition, and Realized/Unrealized Gains or Losses | Security Transactions, Revenue Recognition, and Realized/Unrealized Gains or Losses Security transactions are recorded on a trade-date basis. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in the fair values of our portfolio investments during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. The Company records interest income on an accrual basis to the extent that the Company expects to collect such amounts. For loans and debt investments with contractual payment-in-kind (“PIK”) interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, the Company will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not collectable. The Company does not accrue as a receivable interest on loans and debt investments if the Company has reason to doubt its ability to collect such interest. Loan origination fees, original issue discount, (“OID”), and market discount or premium, which the Company does not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. The Company records prepayment penalties earned on loans and debt investments as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that the Company expects to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned. Litigation settlements are accounted for in accordance with the gain contingency provisions of ASC Subtopic 450-30, Gain Contingencies, or ASC 450-30. Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or if there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. As of March 31, 2026 and September 30, 2025, the Company had no portfolio company investments on non-accrual status. |
| Investment Valuations | Investment Valuations The Company expects that there may not be readily available market values for many of the investments, which are or will be in its portfolio, and the Company values such investments at fair value as determined in good faith by or under the direction of its board of trustees using a documented valuation policy and a consistently applied valuation process, as described in these financial statements. With respect to investments for which there is no readily available market value, the factors that the board of trustees may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company considers the pricing indicated by the external event to corroborate or revise the valuation of the affected investment. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and the difference may be material. See Note 5. 2. SIGNIFICANT ACCOUNTING POLICIES (continued) Our portfolio generally consists of illiquid securities, including debt and equity investments. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, our board of trustees undertakes a multi-step valuation process each quarter, as described below: 1. Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Investment Adviser responsible for the portfolio investment; 2. Preliminary valuation conclusions are then documented and discussed with the management of the Investment Adviser; 3. Our board of trustees also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment. The independent valuation firms review management’s preliminary valuations in light of their own independent assessment and also in light of any market quotations obtained from an independent pricing service, broker, dealer or market maker; 4. The audit committee of our board of trustees reviews the valuations of our Investment Adviser and those of the independent valuation firms on a quarterly basis, periodically assesses the valuation methodologies of the independent valuation firms, and responds to and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and 5. Our board of trustees discusses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our Investment Adviser, the respective independent valuation firms and the audit committee. Our board of trustees generally uses market quotations to assess the value of our investments for which market quotations are readily available. The Company obtains these market values from independent pricing services or at bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If the board of trustees has a bona fide reason to believe any such market quote does not reflect the fair value of an investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available. |
| Income Taxes | Income Taxes Prior to November 1, 2025, the Company was classified as partnership for U.S. federal income tax purposes. The Company elected to be classified as a corporation for U.S. federal income tax purposes, effective as of November 1, 2025. As a corporation, the Company generally would be subject to entity-level corporate income tax on its taxable income and gains, regardless of whether the Company makes distributions to its shareholders. However, the Company intends to operate so as to qualify and elect to be treated as a regulated investment company (“RIC”) in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) effective with its fiscal and taxable year ending September 30, 2026. The Company intends to qualify annually thereafter as a RIC. In this regard, the Company accounts for income taxes using the asset and liability method prescribed by ASC Topic 740, Income Taxes, or ASC 740. Under this method, income taxes are provided for amounts currently payable and for amounts deferred as tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Based upon its intended qualification and election to be treated as a RIC for U.S federal income tax purposes, the Company typically does not incur any material federal income taxes. However, the Company may choose to retain a portion of its calendar year income, which may result in the imposition of a federal excise tax, or the Company may incur taxes through the Holdings. For the three and six months ended March 31, 2026, the Company recorded a provision for taxes on net investment income of $60,003 and $84,053, respectively, pertaining to federal excise tax.
2. SIGNIFICANT ACCOUNTING POLICIES (continued) The Company recognizes the effect of a tax position in its consolidated financial statements in accordance with ASC 740 when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not considered to satisfy the “more-likely-than-not” threshold would be recorded as a tax expense or benefit. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial statements. There were no tax accruals relating to uncertain tax positions and no amounts accrued for any related interest or penalties with respect to the periods presented herein. The Company’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof. Although the Company files both federal and state income tax returns, the Company’s major tax jurisdiction is federal. For the three and six months ended March 31, 2026, the Company recognized no provision for corporate income taxes and no provision for corporate income taxes was accrued as a deferred tax liability on the Consolidated Statements of Assets and Liabilities relating to unrealized gain on investments. Because U.S. federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gains recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements of assets and liabilities to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. |
| Distributions and Capital Transactions | Distributions and Capital Transactions Distributions to holders of our Common Shares are recorded on the ex-dividend date. The amount to be paid, if any, as a distribution is determined by the board of trustees each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, may be distributed at least annually. The tax attributes for distributions will generally include ordinary income and capital gains, but may also include certain tax-qualified dividends and/or a return of capital. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023 - 09 “Improvements to Income Tax Disclosures” (“ASU 2023 – 09”). ASU 2023 - 09 intends to improve the transparency of income tax disclosures. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024. The Company has adopted ASU 2023-09 and concluded that the application of this guidance did not have a material impact on its consolidated financial statements. |