Related Party Transactions |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions | Note 4 – Related Party Transactions Investment Advisory Agreement On August 19, 2025, the Company entered into an Investment Advisory Agreement (the “Investment Advisory Agreement”) with the Adviser, pursuant to which the Adviser manages the Company’s investment program and related activities, subject to the supervision of the Board. The Investment Advisory Agreement was approved in accordance with the requirements of the 1940 Act. In consideration for the services provided under the Investment Advisory Agreement, the Company pays the Adviser a base management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”), each as described below. The Adviser may elect to waive all or a portion of its fees from time to time. No Management Fee or Incentive Fee will be payable to the Adviser prior to the BDC Election and the receipt of third-party capital. The Management Fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Investment Advisory Agreement, “net assets” means the Company’s total assets less liabilities, determined on a consolidated basis in accordance with U.S. GAAP. The Management Fee is prorated for any partial month based on the actual number of days elapsed relative to the total number of days in such month. The Management Fee for the three and six months ended June 30, 2026 and 2025 was $ 125 thousand and $0 , respectively, for each period. The Incentive Fee consists of two components: (i) the investment income component (the “Investment Income Incentive Fee”) and (ii) the capital gains component (the “Capital Gains Incentive Fee”). The two components are independent of each other, such that one component may be payable even if the other is not. (i) Investment Income Incentive Fee The Investment Income Incentive Fee is calculated quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter. “Pre-incentive fee net investment income” means interest income, dividend income and any other income (including any accrued income that the Company has not yet received in cash, such as payment-in-kind Pre-incentive fee net investment income does not include realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the beginning of the immediately preceding calendar quarter, is compared to a “hurdle rate” of 1.25% per quarter (5.0% annualized). The Company pays the Adviser an Investment Income Incentive Fee in each calendar quarter as follows:
The Investment Income Incentive Fee for any partial quarter is appropriately prorated and adjusted for any share issuances or repurchases during the relevant period. The Incentive Fee for the three and six months ended June 30, 2026 and 2025 was $ 109 thousand and $0 , respectively, for each period. (ii) Capital Gains Incentive Fee The second component of the Incentive Fee, the Capital Gains Incentive Fee, is payable in arrears at the end of each calendar year (or upon termination of the Investment Advisory Agreement) in an amount equal to 12.5% of cumulative realized capital gains from commencement of the Company’s investment operations through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Capital Gains Incentive Fees. The Company accrues, but does not pay, a Capital Gains Incentive Fee with respect to unrealized appreciation on investments because such fee would be payable if the Company were to sell the relevant investments and realize a capital gain. If the Capital Gains Incentive Fee base, adjusted to include unrealized capital appreciation, is positive at the end of a reporting period, the Company records an accrual equal to 12.5% of such amount, less the aggregate amount of Capital Gains Incentive Fees previously paid and accrued. If such amount is negative, no accrual is recorded and previously recorded accruals may be reversed. There can be no assurance that unrealized capital appreciation will be realized in the future. Notwithstanding the foregoing, if the Company is required by U.S. GAAP to record an investment at its fair value as of the time of acquisition instead of at the actual amount paid for such investment (including, for example, as a result of the application of the asset acquisition method of accounting), then solely for the purposes of calculating the Capital Gains Incentive Fee, the “accreted or amortized cost basis” of an investment shall be an amount (the “Contractual Cost Basis”) equal to (1) (x) the actual amount paid by the Company for such investment plus (y) any amounts recorded in the Company’s financial statements as required by U.S. GAAP that are attributable to the accretion of such investment plus (z) any other adjustments made to the cost basis included in the Company’s financial statements, including payment-in-kind Administration Agreement On August 19, 2025, the Company entered into an Administration Agreement (the “Administration Agreement”) with the Adviser. Pursuant to the Administration Agreement, the Adviser will perform, or oversee the performance of, administrative services, which include, but are not limited to, providing office facilities, equipment and office services, maintaining financial records, preparing reports to shareholders and the Board and reports filed with the SEC, managing the payment of expenses, providing significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance, assisting the Company in determining and publishing (as necessary or appropriate) the Company’s net asset value (“NAV”) and overseeing the preparation and filing of the Company’s tax returns and the performance of administrative and professional services rendered by others, which could include employees of the Adviser or its affiliates. The Company will reimburse the Adviser (and/or one or more of its affiliates) for costs and expenses incurred by the Adviser for services performed for the Company pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate and/or to a third party, and the Company will reimburse the Adviser (or its affiliate(s)) for any services performed for the Company by such affiliate or third party. To the extent that the Adviser outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Adviser. The Company will bear its allocable portion of the costs of the compensation, benefits, administrative expenses (including travel expenses in accordance with the Adviser’s travel and expense policy) and related overhead expenses of the Company’s officers who provide operational, administrative, legal, compliance, finance and accounting services hereunder, their respective staffs and other professionals who are employed by any of the Adviser’s affiliates that provide services to the Company, and who assist with the preparation, coordination and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. The Company shall reimburse the Adviser (or its affiliate(s)) for an allocable portion of the compensation (including benefits) and overhead paid by the Adviser (or its affiliate(s)) to such individuals. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. For the three and six months ended June 30, 2026, the Company incurred $152 thousand and $302 thousand, respectively, of administrative expenses under the Administration Agreement, which is included in Administration fees on the Consolidated Statements of Operations. For the three and six months ended June 30, 2025, the Company incurred $0 and $0, respectively, of administrative expenses under the Administration Agreement, which is included in Administration fees on the Consolidated Statements of Operations. Expense Support and Conditional Reimbursement Agreement On August 19, 2025, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser. Pursuant to the Expense Support Agreement, the Adviser and/or its affiliates may elect to pay certain operating expenses of the Company on the Company’s behalf (each, an “Expense Payment”) from time to time. Expense Payments may not be used to pay interest expense or distribution and/or shareholder servicing fees. Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to, or on behalf of, the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” Reimbursement Payments are conditioned on (i) a distribution level (exclusive of return of capital and declared special dividends or special distributions, if any) at the time of the proposed reimbursement that is equal to, or greater than, the rate at the time the related Expense Payment was made, and (ii) an operating expense ratio (excluding any interest expense, organizational and offering expenses, Management or Incentive Fee) at the time of the proposed reimbursement that is not greater than the expense ratio (excluding any interest expense, organizational and offering expenses, Management or Incentive Fee) at the time the related Expense Payment was made. “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above). The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent the Adviser has waived its right to receive such payment for the applicable quarter. The Company had not made any Reimbursement Payments to the Adviser through June 30, 2026. For the three and six months ended June 30, 2026, Expense Payments by the Adviser were $1,077 thousand and $ 2,448 thousand, respectively. For the three and six months ended June 30, 2025, Expense Payments by the Adviser were $1,572 thousand and $1,579 thousand, respectively. As of June 30, 2026 and December 31, 2025, amounts due to the Adviser and its affiliates that were not subject to the Expense Support Agreement were $814 thousand and $844 thousand, respectively, and are included in Due to affiliates on the Consolidated Statements of Assets and Liabilities. The following table summarizes Expense Payments, Reimbursement Payments and cumulative unreimbursed Expense Payments under the Expense Support Agreement (in thousands):
Trademark License Agreement On August 19, 2025, the Company entered into a Trademark License Agreement (the “Trademark License Agreement”) with Adams Street Partners, LLC (“Adams Street Partners”), an affiliate of the Adviser. Pursuant to the Trademark License Agreement, Adams Street Partners granted the Company a personal,
non-exclusive, non-assignable, non-transferable and royalty-free license to use certain trade names and trademarks, including “Adams Street”, “Adams Street Advisors”, “Adams Street Partners”, “ASA”, “ASP” or derivatives thereof, solely as part of the Company’s name and in connection with the Company’s investment activities. The Trademark License Agreement will terminate upon the expiration or termination of the Investment Advisory Agreement, including upon its assignment to an entity that is not a subsidiary or affiliate of Adams Street Partners, upon the liquidation and dissolution of the Company, or upon 60 days’ written notice by either party. Upon termination of the Trademark License Agreement, the Company will be required to immediately discontinue its use of the licensed marks. The Company does not pay any fees or royalties under the Trademark License Agreement. |
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