v3.26.1
Net Assets
6 Months Ended
Jun. 30, 2026
Net Asset [Abstract]  
Net Asset
Note 8 – Net Assets
Common Shares
On June 2, 2026, the Company received exemptive relief from the SEC permitting it to issue multiple classes of co
mm
on shares. The Company is authorized to issue an unlimited amount of Class S, Class D and Class I Shares. Class S and Class D Shares are subject to annual distribution and servicing fees of 0.85% and 0.25%, respectively, based on the net assets attributable to the applicable class; Class I shares are not subject to a distribution and servicing fee. As of June 30, 2026, only Class I Shares were outstanding.
As of June 30, 2026, the Company had issued 3,067,396.61 Class I Shares. The following table summarizes Class I Share issuances, excluding Shares issued under the Company’s DRIP (as defined below), from April 1, 2026 through June 30, 2026:
 
Class I
 
Date
  
Number of
Shares Issued
            
Total Consideration
(in thousands)
            
Issuance Price
Per Share
 
April 1, 2026
     2,500,000.00         $ 50,000         $ 20.00  
May 1, 2026
     336,345.36         $ 6,800         $ 20.22  
June 1, 2026
     230,757.64         $ 4,665         $ 20.22  
 
Series A Preferred Shares
On April 1, 2026, the Company issued 515 shares of its 12.0% Series A Cumulative Preferred Shares, par value $0.01 per share (the “Series A Preferred Shares”), for aggregate proceeds of $1,545 thousand. Pursuant to the offering arrangements, certain funding, administrative and other offering-related fees totaling $107 thousand were deducted from the subscription proceeds prior to remittance to the Company. Accordingly, the Company received net cash proceeds of $1,438 thousand.
The Series A Preferred Shares have a liquidation preference of $3 thousand per share and accrue cumulative cash dividends at 12.0% per annum on the liquidation preference. They rank senior to all common shares as to dividends and distributions upon liquidation. Holders are entitled to one vote per Series A Preferred Share and generally vote with common Shareholders; while the Company is regulated under the 1940 Act, holders voting separately as a class are entitled to elect two trustees. Separate class approval is also required for specified actions, including the issuance of securities senior to or on parity with the Series A Preferred Shares and amendments materially adverse to their rights and preferences. The Series A Preferred Shares are redeemable at the Company’s option, are not convertible and, upon redemption or liquidation, are entitled to the liquidation preference plus accrued and unpaid dividends and any applicable redemption premium.
Share Repurchase Program
Subject to Board approval, the Company intends to commence a quarterly share repurchase program no later than 12 months after unaffiliated investors first purchased shares on May 1, 2026. Under the program, the Company may offer to repurchase up to 5% of its then-outstanding shares, measured by number of shares or aggregate NAV, in each quarter. As of June 30, 2026, the Company had not commenced the program or conducted a tender offer.
Any repurchase offer will be made pursuant to Rule
13e-4
under the Securities Exchange Act of 1934, as amended, and the 1940 Act. The Board may amend, suspend or terminate the program at any time, and the Company is not required to conduct a repurchase offer in any quarter.
The expected repurchase price is the NAV per share of the applicable class as of the
month-end
designated by the Board, less a 2.0% early repurchase deduction for shares held for less than one year, subject to specified exceptions and the terms of the applicable tender offer. Repurchased shares will be retired and returned to authorized but unissued status.
Distributions
The Company has adopted an
opt-out
distribution reinvestment plan (the “DRIP”). Unless a Shareholder elects to receive cash, cash distributions are automatically reinvested in additional shares of the same class at the applicable NAV per Share.
The following table summarizes distributions declared by the Company for the Class I Shares from April 1, 2026 through June 30, 2026:
 
Declaration
Date
  
Record
Date
  
Payment
Date
  
Distribution
per Share
    
Shares Outstanding
on Record Date
    
Total Distribution
Declared
(in thousands)
 
May 22, 2026
   May 26, 2026    June 8, 2026    $ 0.15        2,836,345.36      $ 425  
June 23, 2026
   June 24, 2026    July 9, 2026    $ 0.15        3,067,396.61      $ 460  
The following table summarizes the shares issued under the DRIP during the six months ended June 30, 2026:
 
Declaration
Date
 
Record
Date
  
Reinvestment
Issued
  
Class I Shares
Issued
    
Total
Consideration
(in thousands)
    
Issuance Price per
Share
 
May 22, 2026
  May 26, 2026    June 1, 2026      293.60      $ 6      $ 20.22  
 
 
Before the BDC Election, the Company declared distributions of $4,516 thousand for the period from January 1, 2026 through April 1, 2026. The Company declared no distributions for the six months ended June 30, 2025.