false 0002045370 0002045370 2026-07-27 2026-07-27

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

 

FORM 8-K

______________________

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 30 2026 (July 27, 2026)

______________________

 

Remora Capital Corporation

(Exact name of Registrant as Specified in Its Charter)

 

______________________

 

 

 

 

Registrant’s Telephone Number, Including Area Code: (615) 380-1095

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

 

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

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☒

 

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. ☐

 

 

 

Item 1.01.          Entry into a Material Definitive Agreement.

 

Loan Sourcing Agreement

 

On July 27, 2026, Remora Capital Corporation (the “Company”) entered into a loan sourcing and other services agreement (the “Loan Sourcing Agreement”) with Sound Point Capital Management, LP (“Sound Point”) and Remora Capital Management, LLC (“Remora”). Pursuant to the Loan Sourcing Agreement, Sound Point will identify potential investment opportunities for the Company. Remora, as the investment adviser to the Company, will retain sole discretion with respect to any investment opportunities identified by Sound Point. In connection with any investment opportunities sourced by Sound Point in which the Company invests, Sound Point will provide the Company and Remora with certain ongoing information about such investments, as more fully described in the Loan Sourcing Agreement.

 

As compensation for the services provided under the Loan Sourcing Agreement, the Company will pay Sound Point, in arrears, a quarterly fee equal to the Annual Applicable Rate of the Aggregate Investment Value, each as defined below, computed by Sound Point for each day during the applicable calendar quarter. “Aggregate Investment Value” means, as of any particular date, the aggregate value of all approved investments held by the Company as of such date, as determined by the Board of Directors of the Company (or its valuation designee), which determination may incorporate valuation information provided by Sound Point; provided that, for purposes of the quarterly fee calculation, the value of any particular investment shall not exceed the outstanding principal balance of such investment as of such date. “Applicable Annual Rate” means: (i) when the Aggregate Investment Value for the relevant period is $250,000,000 or less, 0.80% per annum; (ii) when the Aggregate Investment Value for the relevant period is more than $250,000,000 and equal to or less than $500,000,000, 0.75% per annum; (iii) when the Aggregate Investment Value for the relevant period is more than $500,000,000 and equal to or less than $750,000,000, 0.70% per annum; and (iv) when the Aggregate Investment Value for the relevant period is greater than $750,000,000, 0.65% per annum.

 

The Loan Sourcing Agreement will continue until its termination, which will occur upon the earliest of (i) any party’s decision to terminate the 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 of the Company, and (iii) the date on which a party to the Loan Sourcing Agreement terminates the Loan Sourcing Agreement for Cause (as such term is defined in the Loan Sourcing Agreement).

 

The Company has agreed to indemnify Sound Point 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 Loan Sourcing Agreement, except in the case of the Sound Point 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.

 

The description above is only a summary of the material provisions of the Loan Sourcing Agreement and is qualified in its entirety by reference to the copy of the Loan Sourcing Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference

 

 

Item 9.01.          Financial Statements and Exhibits.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.