What changed in this filing

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Item 1A. Risk Factors

2023-03-13 compared with 2022-03-10 · 494 added, 509 removed, 1571 unchanged (39% of the section changed)

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of significant risks.

You should carefully consider information found in the section entitled “Item 1A.

Risk Factors”

You should carefully consider information found in the section entitled “Item 1A.

Risk Factors” and

elsewhere in this annual report on Form 10-K.

Some of the risks involved in investing in our Shares include:

are a new company and we are subject to all of the business risks and uncertainties associated

● We are subject to all of the business risks and uncertainties associated

with any business with a limited operating history, including the risk that we will not achieve

our investment objective and that the value of our Shares could decline substantially.

are an “emerging growth company”

under the JOBS Act, and we cannot be certain

are an “emerging growth company” under the JOBS Act, and we cannot be certain

if the reduced disclosure requirements applicable to emerging growth companies will make

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greater risk and loss of principal.

of the loans in which we may invest may be “covenant-lite”

loans, which may have

of the loans in which we may invest may be “covenant-lite” loans, which may have

a greater risk of loss as compared to investments in or exposure to loans with financial

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may be reduced.

the current period of capital market disruption and instability due to the COVID-19 pandemic

continues for an extended period of time, there is a risk that you may not receive distributions

or that our distributions may not grow over time and a portion of our distributions may be

a return of capital.

the extent original issue discount (“OID”), and payment-in-kind (“PIK”),

interest income constitute a portion of our income, we will be exposed to risks associated

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Risks Relating to Our Business and Structure

We are a new company and have limited

operating history.

We were formed in May 2018 and we commenced

operations in February 2021.

We are subject to all of the business risks and uncertainties associated with any new business, including

the risk that we will not achieve our investment objective, that we will not qualify or maintain our qualification to be treated as a

RIC, and that the value of your investment could decline substantially.

We have a limited operating history.

We commenced operations in February 2021.

We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve

our investment objective, that we will not qualify or maintain our qualification to be treated as a RIC, and that the value of your investment

could decline substantially.

The 1940 Act and the Code impose numerous

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our ability to take advantage of attractive investment opportunities and to achieve our investment objective.

The COVID-19 pandemic has

caused severe disruptions in the U.S.

economy and has disrupted financial activity in the areas in which we or our portfolio companies

Global financial markets have experienced

and may continue to experience significant volatility resulting from the spread of COVID-19.

The global impact of the outbreak, including

the impact of new variants of the virus, continues to evolve and many countries have instituted, and in some cases continue to institute,

quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues at various

times in response to this pandemic.

Businesses have also implemented similar precautionary measures.

Such measures, as well as the general

uncertainty surrounding the continuing impact of COVID-19, have created and may continue to create significant

disruption in supply chains and economic activity and have had a particularly adverse impact on transportation, hospitality, tourism,

entertainment and other industries, including industries in which certain of our portfolio companies operate.

Disruptions in the capital markets caused

by the COVID-19 pandemic initially increased the spread between the yields realized on risk-free and higher risk securities,

resulting in illiquidity in parts of the capital markets.

These spreads have since decreased, but could widen rapidly if the outlook for

the COVID-19 pandemic were to materially change.

These and future market disruptions and/or illiquidity could have an adverse

effect on our business, financial condition, results of operations and cash flows.

Unfavorable economic conditions also could increase

our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.

Further, these

events could limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio

companies’

operating results and the fair values of our debt and equity investments.

Countries have been and may continue to be

forced to re-introduce public health restrictions and business shutdowns at various points in time due to surges in the reported number

of cases, hospitalizations and deaths related to COVID-19.

Additionally, renewed travel restrictions may impede global economic recovery.

In addition, despite the availability of COVID-19 vaccines, it remains unclear when “herd immunity”

will be achieved and when

restrictions that have been imposed to slow the spread of the virus will be lifted entirely.

Even after the COVID-19 pandemic

subsides, the U.S.

economy and most other major global economies may continue to experience the unfavorable market impacts of the virus.

Similar consequences could arise in the future as a result of the spread of other infectious diseases.

Pandemics and other local, national,

and international public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 Flu, the Avian Flu, Ebola

and the novel coronavirus (“COVID-19”) pandemic, can result in market volatility and disruption, and any similar future emergencies

may materially and adversely impact economic production and activity in ways that cannot be predicted, all of which could result in substantial

investment losses.

Most recently, COVID-19 caused a worldwide

public health emergency, significantly diminished and disrupted global economic production and activity of all kinds, and contributed

to both volatility and a severe decline in financial markets.

The full extent of the impact of COVID-19

(and of the resulting precipitous decline and disruption in economic and commercial activity across many of the world’s economies)

on global economic conditions, and on the operations, financial condition, and performance of any particular market, industry or business,

is impossible to predict, and additional economic disruptions and market volatility may occur as new variants appear and spread.

and potential additional materially adverse effects, including further global, regional and local economic downturns (including recessions)

of indeterminate duration and severity, are possible.

Any other public health emergency could have

a significant adverse impact on our investments and result in significant investment losses.

Global economic, political and market

conditions may adversely affect our business, financial condition and results of operations, including our revenue growth and profitability.

conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business,

financial condition and results of operations.

The current worldwide financial markets situation,

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and may cause economic uncertainties or deterioration in the United States and worldwide.

For example, the COVID-19 pandemic continues

to adversely impact global commercial activity and has contributed to significant volatility in financial markets.

We monitor developments

and seek to make investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will

be successful in doing so.

Governmental and quasi-governmental authorities

and regulators throughout the world have in the past responded to major economic disruptions with a variety of significant fiscal and

monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically

lower interest rates.

For example, in response to the outbreak of COVID-19, the U.S.

Government has approved and implemented

various stimulus measures to offset the severity and duration of the adverse economic effects of COVID-19 and related disruptions

in economic and business activity.

There can be no guarantee that these or other future economic stimulus bills (within the United States

or other affected countries throughout the world) will be sufficient or have their intended effect.

In addition, an unexpected or quick

reversal of such policies could increase volatility in securities markets, which could adversely affect our investments.

The global capital markets continue

to be in a period of severe disruption, instability and economic uncertainty.

These conditions have materially adversely affected debt

and equity capital markets in the United States and around the world and could materially adversely affect our business.

capital markets have experienced

extreme volatility and disruption following the global outbreak of COVID-19, as evidenced by the volatility in global stock markets as

a result of, among other things, uncertainty surrounding the COVID-19 pandemic and the fluctuating price of commodities such as oil.

actions of the U.S.

federal government and foreign governments, these events have contributed to worsening general economic conditions

that have materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital

for the market as a whole.

While market conditions stabilized for periods since, market volatility has returned recently, in part due

to questions surrounding inflation and the signaling by the U.S.

Federal Reserve Board (the “Federal Reserve”) of its intention

to raise its benchmark interest rate several times in 2022.

Market conditions could worsen if the outlook for a recovery from the COVID-19

pandemic worsens.

Given the ongoing and dynamic nature of the

circumstances, it is difficult to predict the full impact of the COVID-19 pandemic, including new variants of the virus, on our business.

The extent of such impact will depend on future developments, which are highly uncertain, including when the COVID-19 can be controlled

As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject

to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and

results of operations.

Significant changes in the capital markets,

such as the continued disruption in economic activity caused by the COVID-19 pandemic, could limit our investment originations, limit

our ability to grow and have a material negative impact on our and our targeted portfolio companies’

operating results and the fair

values of our debt and equity investments.

For example, the COVID-19 pandemic adversely

impacted global commercial activity and contributed to significant volatility in financial markets.

In addition, the large-scale invasion of Ukraine

by Russia, and resulting market volatility, could adversely affect our business, financial condition or results of operations.

to the conflict between Russia and Ukraine, the U.S.

and other countries have imposed sanctions or other restrictive actions against Russia.

The ongoing conflict and the rapidly evolving measures in response could be expected to have a negative impact on the economy and business

activity globally and could have a material adverse effect on our portfolio companies and our business, financial condition, cash flows

and results of operations.

The severity and duration of the conflict and its impact on global economic and market conditions are impossible

In addition, sanctions could also result in Russia taking counter measures or retaliatory actions which could adversely impact

our business or the business of our portfolio companies, including, but not limited to, cyberattacks targeting private companies, individuals

or other infrastructure upon which our business and the business of our portfolio companies rely.

In addition, the political reunification of

China and Taiwan, over which China continues to claim sovereignty, is a highly complex issue that has included threats of invasion by

Any escalation of hostility between China and/or Taiwan would likely have a significant adverse impact not only on the value of

investments in both countries, but also on economies and financial markets globally.

We do not currently have portfolio investments with exposure to China,

Taiwan, Russia or Ukraine.

We intend to use debt to finance our

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that extend beyond June 2023 might be subject to change based on recent regulatory changes.

We intend to borrow money or issue debt securities

or preferred stock to make investments.

As a result, our net investment income will depend, in part, upon the difference between the rate

at which we borrow funds or pay interest or distributions on such debt securities or preferred stock and the rate at which we invest these

In addition, we anticipate that many of our debt investments and borrowings will have floating interest rates that reset on a periodic

basis, and many of our investments will be subject to interest rate floors.

As a result, a significant change in market interest rates

could have a material adverse effect on our net investment income.

The Federal Reserve has signaled its intention to raise its benchmark

interest rates multiple times in 2022.

In periods of rising interest rates, our cost of funds will increase because we expect that the

interest rates on the majority of amounts we borrow will be floating, which could reduce our net investment income to the extent any of

our debt investments have fixed interest rates.

We may use interest rate risk management techniques in an effort to limit our exposure

to interest rate fluctuations.

Such techniques may include various interest rate hedging activities to the extent permitted by the 1940

Act and applicable commodities laws.

These activities may limit our ability to benefit from lower interest rates with respect to hedged

Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect

on our business, financial condition and results of operations.

We intend to borrow money or issue debt securities or preferred stock

to make investments.

As a result, our net investment income will depend, in part, upon the difference between the rate at which we borrow

funds or pay interest or distributions on such debt securities or preferred stock and the rate at which we invest these funds.

we anticipate that many of our debt investments and borrowings will have floating interest rates that reset on a periodic basis, and many

of our investments will be subject to interest rate floors.

As a result, a significant change in market interest rates could have a material

adverse effect on our net investment income.

During calendar 2022, the Federal Reserve raised the federal funds rate seven times and has

signaled that further increases will likely happen in 2023 in an effort to control inflation.

In periods of rising interest rates, our

cost of funds will increase because we expect that the interest rates on the majority of amounts we borrow will be floating, which could

reduce our net investment income to the extent any of our debt investments have fixed interest rates.

We may use interest rate risk management

techniques in an effort to limit our exposure to interest rate fluctuations.

Such techniques may include various interest rate hedging

activities to the extent permitted by the 1940 Act and applicable commodities laws.

These activities may limit our ability to benefit

from lower interest rates with respect to hedged borrowings.

Adverse developments resulting from changes in interest rates or hedging

transactions could have a material adverse effect on our business, financial condition and results of operations.

You should also be aware that a rise in the

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in our Shares less attractive if we are not able to increase our distribution rate, which could reduce the value of our Shares.

The United Kingdom’s Financial Conduct

Authority (“FCA”), which regulates LIBOR, announced its intention to begin phasing out LIBOR at the end of 2021.

announced that a majority of U.S.

dollar LIBOR rates will not be published after June 30, 2023.

It is expected that market participants

will transition to the use of different alternatives reference or benchmark rates.

However, although regulators have encouraged the development

and adoption of alternative rates such as the Secured Overnight Financing Rate (“SOFR”), there is currently no definitive

information regarding the future utilization of LIBOR or of any particular replacement reference rate.

SOFR is a measure of the cost of

borrowing cash overnight, collateralized by U.S.

Treasury securities, and is based on directly observable U.S.

Treasury-backed repurchase

transactions.

The United Kingdom’s Financial Conduct Authority (“FCA”),

which regulates LIBOR, announced that certain LIBOR tenors in certain currencies ceased to be provided at the end of 2021 with all remaining

tenors ceasing to be published after June 30, 2023.

It is expected that market participants will transition to the use of different alternatives

reference or benchmark rates.

Regulators have encouraged the development and adoption of alternative rates such as the Secured Overnight

Financing Rate (“SOFR”).

SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S.

Treasury securities,

and is based on directly observable U.S.

Treasury-backed repurchase transactions.

Although SOFR appears to be the preferred

replacement rate for U.S.

dollar LIBOR, at this time, whether or not SOFR attains market traction as a LIBOR replacement remains a question

and the future of LIBOR at this time is uncertain, including whether the COVID-19 pandemic will have further effect on LIBOR

transition plans.

At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference

rates or any other reforms to LIBOR that may be enacted.

The elimination of LIBOR or any other changes or reforms to the determination

or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial

obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

if LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond the LIBOR phase out date with our portfolio

companies that utilize LIBOR as a factor in determining the interest rate, in order to replace LIBOR with the new standard that is established,

which may have an adverse effect on our overall financial condition or results of operations.

Following the replacement of LIBOR, some

or all of these credit agreements may bear interest a lower interest rate, which could have an adverse impact on our results of operations.

dollar LIBOR, at this time, whether or not SOFR maintains market traction as a LIBOR replacement remains a question

and the future of LIBOR at this time is uncertain.

At this time, it is not possible to predict the effect of any such changes, any establishment

of alternative reference rates or any other reforms to LIBOR that may be enacted.

The elimination of LIBOR or any other changes or reforms

to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans,

and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

In addition, if LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond the LIBOR phase out date with

our portfolio companies that utilize LIBOR as a factor in determining the interest rate, in order to replace LIBOR with the new standard

that is established, which may have an adverse effect on our overall financial condition or results of operations.

Following the replacement

of LIBOR, some or all of these credit agreements may bear interest a lower interest rate, which could have an adverse impact on our results

of operations.

Moreover, if LIBOR ceases to exist, we may need to renegotiate certain terms of our credit facilities.

If we are unable to do so, amounts

drawn under our credit facilities may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect

our results of operations.

If we are unable

to do so, amounts drawn under our credit facilities may bear interest at a higher rate, which would increase the cost of our borrowings

and, in turn, affect our results of operations.

There remains uncertainty regarding the future

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industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments.

Additionally, if as currently expected LIBOR

ceases to exist, we may need to renegotiate the credit agreements extending beyond June 30, 2023, with our credit facility lenders and

our portfolio companies that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with SOFR or other alternative

reference rates, which could require us to incur significant time and expense and may subject us to disputes or litigation over the appropriateness

or comparability to the relevant replacement reference index.

The transition from LIBOR to SOFR or other alternative reference rates may

also introduce operational risks in our accounting, financial reporting, loan servicing, liability management and other aspects of our

We are in the process of transitioning our investments and our borrowings from LIBOR to SOFR and we do not expect that the transition

will have a material impact on our business, financial condition or results of operations.

Rising interest rates

could affect the value of our investments and make it more difficult for portfolio companies to make periodic payments on their loans.

Interest rate risk refers to

the risk of market changes in interest rates.

Interest rate changes affect the value of debt.

In general, rising interest rates will negatively

impact the price of fixed rate debt, and falling interest rates will have a positive effect on price.

Adjustable-rate debt also reacts

to interest rate changes in a similar manner, although generally to a lesser degree.

Interest rate sensitivity is generally larger and

less predictable in debt with uncertain payment or prepayment schedules.

Further, rising interest rates make it more difficult for borrowers

to repay debt, which could increase the risk of payment defaults.

Any failure of one or more portfolio companies to repay or refinance

its debt at or prior to maturity or the inability of one or more portfolio companies to make ongoing payments following an increase in

contractual interest rates could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks associated with rising interest rates are heightened given that the U.S.

Federal Reserve has begun to sharply raise interest rates

from historically low levels and has signaled an intention to continue doing so until current inflation levels align with its long-term

inflation target.

Other central banks globally have begun implementing similar rate increases.

A wide variety of factors can cause interest

rates to rise (e.g., central bank monetary policies, inflation rates, or general economic conditions).

Government intervention

in the credit markets could adversely affect our business.

The central banks and, in particular,

Federal Reserve, have taken unprecedented steps since the financial crises of 2008-2009 and the COVID-19 global pandemic and

in response to inflationary pressures.

It is impossible to predict if, how, and to what extent the United States and other governments

would further intervene in the credit markets.

Such intervention is often prompted by politically sensitive issues involving family homes,

student loans, real estate speculation, credit card receivables, pandemics, etc., and could, as a result, be contrary to what we would

predict from an “economically rational” perspective.

On the other hand, recent governmental

intervention could mean that the willingness of governmental bodies to take additional extraordinary action is diminished.

in the event of near-term major market disruptions, like those caused by the COVID-19 pandemic, there might be only limited additional

government intervention, resulting in correspondingly greater market dislocation and materially greater market risk.

We depend upon our Advisor for our

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there can be no guarantee that they will produce the desired results.

We depend upon Kayne Anderson’s key

personnel for our future success and upon their access to certain individuals and investment opportunities to execute on our investment

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In addition, we can offer no assurance that our Advisor will remain our investment advisor or that we will continue to have access to

Kayne Anderson’s industry contacts and deal flow.

Our business model depends to a significant

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of these relationships to generate investment opportunities, could adversely affect our business.

We depend upon the Advisor’s and its

affiliates relationships with private equity sponsors, financial intermediaries, direct lending institutions and other counterparties

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We may not replicate the historical

results achieved by other entities managed or sponsored by members of the Advisor’s investment committee, or by the Advisor’s

or its affiliates.

Our investments may differ from those of

existing accounts that are or have been sponsored or managed by members of the Advisor’s investment committee, the Advisor or affiliates

of the Advisor.

With the exception of our Formation Transaction, investors in our securities are not acquiring an interest in any accounts

that are sponsored or managed by members of the Advisor’s investment committee, the Advisor or affiliates of the Advisor.

to the requirements of the 1940 Act, we may consider co-investing in portfolio investments with other accounts sponsored or

managed by members of the Advisor’s investment committee, the Advisor or its affiliates.

Any such investments are subject to regulatory

limitations and approvals by directors who are not “interested persons,”

as defined in the 1940 Act.

limitations and approvals by directors who are not “interested persons,” as defined in the 1940 Act.

We can offer no assurance,

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Our ability to achieve our investment objective

depends on our ability to grow, which depends, in turn, on the Advisor’s ability to identify, invest in and monitor companies that

meet our investment selection criteria.

Accomplishing this result on a cost-effective basis is largely a function of the Advisor’s

structuring of the investment process, its ability to provide competent, attentive and efficient services to us and our access to financing

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depends on our ability to manage our business and to grow.

This depends, in turn, on the Advisor’s ability to identify, invest

in and monitor companies that meet our investment criteria.

The achievement of our investment objective on a cost-effective basis depends

upon the Advisor’s execution of our investment process, its ability to provide competent, attentive and efficient services to us

and, to a lesser extent, our access to financing on acceptable terms.

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Advisory Agreement, as well as responsibilities in connection with the management of other accounts sponsored or managed by the Advisor,

members of the Advisor’s investment committee or Kayne Anderson and its affiliates.

The personnel of the Administrator and its

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As a result of our arrangements with the

Advisor and its affiliates and the Advisor’s investment committee, there may be times when the Advisor or such persons have interests

that differ from those of our stockholders, giving rise to a conflict of interest.

Conflicts related to obligations the

Advisor’s investment committee, the Advisor or its affiliates have to other clients and conflicts related to fees and expenses

of such other clients.

The members of the Advisor’s investment

committee serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business

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time, and there can be no assurance that we will be able to participate in all investment opportunities that are suitable to us.

The Advisor’s investment professionals

are engaged in other investment activity on behalf of other clients.

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and other vehicles managed by Kayne Anderson and its affiliates may pursue investment opportunities that may also be suitable for us.

The Advisor’s investment committee,

the Advisor or its affiliates may, from time to time, possess material non-public information, limiting our investment discretion.

Principals of the Advisor and its affiliates

and members of the Advisor’s investment committee may serve as directors of, or in a similar capacity with, companies in which

we invest, the securities of which are purchased or sold on our behalf.

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paper instruments maturing within one year of purchase, and the incentive fee is computed and paid on income, which also includes leverage.

As a result, investors in our Shares will invest on a “gross”

basis and receive distributions on a “net”

As a result, investors in our Shares will invest on a “gross” basis and receive distributions on a “net” basis

after expenses, resulting in a lower rate of return than one might achieve through direct investments.

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the Advisor determines when an investment is sold, the Advisor controls the timing of the recognition of such capital gains.

of Directors is charged with protecting our stockholders’

interests by monitoring how the Advisor addresses these and other conflicts

of Directors is charged with protecting our stockholders’ interests by monitoring how the Advisor addresses these and other conflicts

of interest associated with its management services and compensation.

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upon the most recent portfolio company financial statements available and projected financial results of each portfolio company.

participation of the Advisor’s investment professionals in our valuation process could result in a conflict of interest as the

Advisor’s base management fee is based, in part, on our fair market value of investments including assets purchased with borrowed

participation of the Advisor’s investment professionals in our valuation process could result in a conflict of interest as the

Advisor’s base management fee is based, in part, on our fair market value of investments including assets purchased with borrowed

funds or other forms of leverage, excluding cash, U.S.

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We have entered into a license agreement

with the Advisor under which the Advisor has granted us a non-exclusive, royalty-free license to use the name “Kayne

Anderson.”

In addition, we reimburse the Administrator for its costs and expenses incurred in performing its obligations under

with the Advisor under which the Advisor has granted us a non-exclusive, royalty-free license to use the name “Kayne

Anderson.” In addition, we reimburse the Administrator for its costs and expenses incurred in performing its obligations under

the Administration Agreement, including our allocable portion of office facilities, overhead, and compensation paid to or compensatory

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create conflicts of interest that our Board of Directors must monitor.

Investment Advisory Agreement and the Administration Agreement were not negotiated on an arm’s-length basis and may not

be as favorable to us as if they had been negotiated with an unaffiliated third party.

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the Advisor and its affiliates subject to certain conditions.

We intend to invest alongside our Advisor’s and/or its affiliates’

other clients, in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations, guidance and exemptive

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in the same issuer, our Advisor will need to decide which account will proceed with such investment.

Our Advisor’s investment allocation

policy incorporates the conditions of exemptive relief to seek to ensure that investment opportunities are allocated in a manner that

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We do not expect to invest in, or hold securities

of, companies that are controlled by our affiliates’

other clients.

However, our affiliates’

other clients may invest in,

of, companies that are controlled by our affiliates’ other clients.

However, our affiliates’ other clients may invest in,

and gain control over, one of our portfolio companies.

If our affiliates’

other client or clients gain control over one of our

If our affiliates’ other client or clients gain control over one of our

portfolio companies, this may create conflicts of interest and subject us to certain restrictions under the 1940 Act.

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In situations where co-investment with

affiliates’

other clients is not permitted under the 1940 Act and related rules, existing or future staff guidance, or the terms

affiliates’ other clients is not permitted under the 1940 Act and related rules, existing or future staff guidance, or the terms

and conditions of exemptive relief that have been granted to our Advisor and its affiliates by the SEC, our Advisor will need to decide

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these circumstances and, to the extent that another client elects to proceed with the investment, we will not be permitted to participate.

Moreover, except in certain circumstances, we will be unable to invest in any issuer in which an affiliate’s other client holds

a controlling interest.

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to such affiliate on a principal basis, absent the prior approval of our Board of Directors and, in some cases, the SEC.

also prohibits certain “joint”

transactions with certain of our affiliates, which in certain circumstances could include

also prohibits certain “joint” transactions with certain of our affiliates, which in certain circumstances could include

investments in the same portfolio company (whether at the same or different times to the extent the transaction involves a joint investment),

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If a person acquires more than 25% of our voting securities,

we will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering

into prohibited joint transactions with such persons, absent the prior approval of the SEC.

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The SEC has interpreted the BDC regulations

governing transactions with affiliates to prohibit certain “joint transactions”

involving entities that share a common investment

governing transactions with affiliates to prohibit certain “joint transactions” involving entities that share a common investment

As a result of these restrictions, we may be prohibited from buying or selling any security from or to any portfolio company

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and recommend securities to other clients which may differ from advice given to, or securities recommended or bought for, us even though

such other clients’

investment objectives may be similar to ours.

such other clients’ investment objectives may be similar to ours.

Our Shares are illiquid investments

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With respect to all investments, we may lose some investment opportunities

if we do not match our competitors’

pricing, terms and structure.

However, if we match our competitors’

pricing, terms and

if we do not match our competitors’ pricing, terms and structure.

However, if we match our competitors’ pricing, terms and

structure, we may experience decreased net interest income, lower yields and increased risk of credit loss.

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Such a failure would have a material adverse effect on us and our stockholders.

Business —

See “ Item 1.

Material U.S.

Federal Income Tax Considerations —

Taxation as a RIC .”

Federal Income Tax Considerations — Taxation as a RIC .”

We may be subject to risks that may

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We intend to operate so that we will be an

appropriate investment for employee benefit plans subject to Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

We will use reasonable efforts to conduct the Company’s affairs so that the assets of the Company will not be deemed to be “plan

assets”

for purposes of ERISA.

appropriate investment for employee benefit plans subject to Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

We will use reasonable efforts to conduct the Company’s affairs so that the assets of the Company will not be deemed to be “plan

assets” for purposes of ERISA.

In this regard, prior to the completion of an Exchange Listing, we may be operated as an annual

“venture capital operating company,”

under the ERISA rules in order to avoid our assets being treated as “plan assets”

“venture capital operating company,” under the ERISA rules in order to avoid our assets being treated as “plan assets”

for purposes of ERISA.

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If we are not able to raise capital and are at

or near our targeted leverage ratios, we may receive smaller allocations, if any, on new investment opportunities under the Advisor’s

allocation policy.

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as a RIC and thus be subject to corporate-level income tax.

Business —

Material U.S.

See “ Item 1.

Business — Material U.S.

Federal Income Tax Considerations

Taxation as a RIC .”

If we are not treated as a “publicly

offered regulated investment company,”

as defined in the Code, U.S.

— Taxation as a RIC .”

If we are not treated as a “publicly

offered regulated investment company,” as defined in the Code, U.S.

stockholders that are individuals, trusts or estates will be

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We do not expect to be treated initially

as a “publicly offered regulated investment company.”

Until and unless we are treated as a “publicly offered regulated

investment company”

as a result of either (1) our Shares and our preferred stock collectively being held by at least 500 persons

as a “publicly offered regulated investment company.” Until and unless we are treated as a “publicly offered regulated

investment company” as a result of either (1) our Shares and our preferred stock collectively being held by at least 500 persons

at all times during a taxable year, (2) our Shares being continuously offered pursuant to a public offering (within the meaning

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purposes from us in the amount of such U.S.

stockholder’s allocable share of the management and incentive fees paid to our investment

advisor and certain of our other expenses for the calendar year, and these fees and expenses will be treated as miscellaneous itemized

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trust or estate only to the extent that the aggregate of such U.S.

stockholder’s miscellaneous itemized deductions exceeds 2% of

stockholder’s adjusted gross income for U.S.

stockholder’s miscellaneous itemized deductions exceeds 2% of

stockholder’s adjusted gross income for U.S.

federal income tax purposes, are not deductible for purposes of the alternative

minimum tax and are subject to the overall limitation on itemized deductions under the Code.

Business —

Federal Income Tax Considerations —

Taxation of U.S.

Stockholders .”

See “ Item 1.

Business — Material

Federal Income Tax Considerations — Taxation of U.S.

Stockholders .”

Regulations governing our operation

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We may issue debt securities or preferred

stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,”

up to the maximum amount permitted by the 1940 Act.

Under the provisions of the 1940 Act, we are currently permitted to issue “senior

securities,”

including borrowing money from banks or other financial institutions, only in amounts such that our asset coverage,

Under the provisions of the 1940 Act, we are currently permitted to issue “senior

securities,” including borrowing money from banks or other financial institutions, only in amounts such that our asset coverage,

as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities,

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we will be exposed to typical risks associated with leverage, including an increased risk of loss.

In addition, if the value of the Company’s

assets decreases, leverage will cause the Company’s net asset value to decline more sharply than it otherwise would have without

In addition, if the value of the Company’s

assets decreases, leverage will cause the Company’s net asset value to decline more sharply than it otherwise would have without

leverage or with lower leverage.

Similarly, any decrease in the Company’s revenue would cause its net income to decline more sharply

than it would have if the Company had not borrowed or had borrowed less.

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or adopt investment strategies.

If we issue preferred stock, which is another form of leverage, the preferred stock would rank “senior”

to Common Stock in our capital structure, preferred stockholders would have separate voting rights on certain matters and might have

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risks associated with investing in our securities.

The amount of leverage that we employ will depend on the Advisor’s and our Board

of Directors’

assessment of market and other factors at the time of any proposed borrowing.

The amount of leverage that we employ will depend on the Advisor’s and our Board

of Directors’ assessment of market and other factors at the time of any proposed borrowing.

We cannot assure you that we will be

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to predict, requiring each investor to maintain sufficient liquidity until its Capital Commitments to purchase Shares are fully funded.

We may not call an investor’s entire Capital Commitment prior to the expiration of such investor’s commitment period.

Although the Advisor will seek to manage

our cash balances so that they are not significantly larger than needed for our investments and other obligations, the Advisor’s

ability to manage cash balances may be affected by changes in the timing of investment closings, our access to leverage, defaults by

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To maintain our status as a BDC, we are not

permitted to acquire any assets other than “qualifying assets”

specified in the 1940 Act unless, at the time the acquisition

permitted to acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition

is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions).

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at the time of such investment.

We may enter into reverse repurchase

agreements, which are another form of leverage.

We may enter into reverse repurchase agreements

as part of our management of our temporary investment portfolio.

Under a reverse repurchase agreement, we will effectively pledge our

assets as collateral to secure a short-term loan.

Generally, the other party to the agreement makes the loan in an amount equal to a

percentage of the fair value of the pledged collateral.

At the maturity of the reverse repurchase agreement, we will be required to repay

the loan and correspondingly receive back our collateral.

While used as collateral, the assets continue to pay principal and interest

which are for the benefit of us.

Our use of reverse repurchase agreements,

if any, involves many of the same risks involved in our use of leverage, as the proceeds from reverse repurchase agreements generally

will be invested in additional securities.

There is a risk that the market value of the securities acquired in the reverse repurchase

agreement may decline below the price of the securities that we have sold but remain obligated to purchase.

In addition, there is a risk

that the market value of the securities retained by us may decline.

If a buyer of securities under a reverse repurchase agreement were

to file for bankruptcy or experience insolvency, we may be adversely affected.

Also, in entering into reverse repurchase agreements,

we would bear the risk of loss to the extent that the proceeds of such agreements at settlement are less than the fair value of the underlying

securities being pledged.

In addition, due to the interest costs associated with reverse repurchase agreements, our NAV would decline,

and, in some cases, we may be worse off than if we had not used such agreements.

While we currently have no intention

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the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery

Under the newly adopted rules, BDCs that use derivatives will be subject to a value-at-risk (“VaR”)

leverage limit, a derivatives risk management program and testing requirements and requirements related to board reporting.

requirements will apply unless the BDC qualifies as a “limited derivatives user,”

as defined under the adopted rules.

requirements will apply unless the BDC qualifies as a “limited derivatives user,” as defined under the adopted rules.

the new rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide

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financial contracts.

In August 2022, Rule 18f-4 under the Investment

Company Act, regarding the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create

future payment or delivery obligations (except reverse repurchase agreements and similar financing transactions), became effective.

the new rule, BDCs that make significant use of derivatives are required to operate subject to a value-at-risk leverage limit, adopt

a derivatives risk management program and appoint a derivatives risk manager, and comply with various testing and board reporting requirements.

These new requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined under the adopted rules.

Under the new rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement

to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such

an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment

agreements, in each case as it becomes due.

We currently operate as a “limited derivatives user” which may limit our ability

to use derivatives and/or enter into certain other financial contracts.

Adverse developments in the credit

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As a BDC, we may not acquire any assets other

than “qualifying assets”

unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets

than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets

are qualifying assets.

Business —

Regulation as a Business Development Company —

Qualifying Assets .”

See “ Item 1.

Business — Regulation as a Business Development Company — Qualifying Assets .”

In the future, we believe that most of our

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The majority of our portfolio investments

are recorded at fair value as determined in good faith by our Board of Directors and, as a result, there may be uncertainty as to the

value of our portfolio investments.

are recorded at fair value as determined in good faith by our Advisor and, as a result, there may be uncertainty as to the value of our

portfolio investments.

The majority of our portfolio investments

take the form of securities for which no market quotations are readily available.

The fair value of securities and other investments

that are not publicly traded may not be readily determinable, and we value these securities at fair value as determined in good faith

by our Board of Directors, including to reflect significant events affecting the value of our securities.

As discussed in more detail

under “

—Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Accounting Policies –

Investment Valuation ,”

most, if not all, of our investments (other than cash and cash equivalents)

are classified as Level 3 under ASC Topic 820.

This means that our portfolio valuations are based on unobservable inputs and our

own assumptions about how market participants would price the asset or liability in question.

Inputs into the determination of fair value

of our portfolio investments require significant management judgment or estimation.

Even if observable market data are available, such

information may be the result of consensus pricing information or broker quotes, which may include a disclaimer that the broker would

not be held to such a price in an actual transaction.

The non-binding nature of consensus pricing and/or quotes accompanied

by disclaimers materially reduces the reliability of such information.

Our Level 3 investments will typically

consist of instruments for which a liquid trading market does not exist.

The fair value of securities and other investments that

are not publicly traded may not be readily determinable, and we value these securities at fair value as determined in good faith by our

Advisor, including to reflect significant events affecting the value of our securities.

As discussed in more detail under “ Item

—Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies

– Investment Valuation ,” most, if not all, of our investments (other than cash and cash equivalents) are classified as

Level 3 under ASC Topic 820.

This means that our portfolio valuations are based on unobservable inputs and our own assumptions about

how market participants would price the asset or liability in question.

Inputs into the determination of fair value of our portfolio investments

require significant management judgment or estimation.

Even if observable market data are available, such information may be the result

of consensus pricing information or broker quotes, which may include a disclaimer that the broker would not be held to such a price in

an actual transaction.

The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces

the reliability of such information.

Our Level 3 investments will typically consist of instruments

for which a liquid trading market does not exist.

The fair value of these instruments may not be readily determinable.

We will value these instruments in accordance with valuation procedures adopted by our Board.

We intend to use the services of an independent

valuation firm to review the fair value of certain instruments prepared by our Advisor.

At least once annually, the valuation for each

portfolio investment for which a market quote is not readily available will be reviewed by an independent valuation firm.

factors that the Board of Directors may consider in fair value pricing of our investments include, where relevant:

the nature and realizable

value of any collateral;

the company’s ability to make interest payments, amortization payments (if any) and other fixed charges;

the company’s historical and projected financial results;

We will value these

instruments in accordance with valuation procedures adopted by our Advisor.

We intend to use the services of an independent valuation

firm to review the fair value of certain instruments prepared by our Advisor.

At least once annually, the valuation for each portfolio

investment for which a market quote is not readily available will be reviewed by an independent valuation firm.

The types of factors that

the Advisor may consider in fair value pricing of our investments include, where relevant:

the nature and realizable value of any collateral;

the company’s ability to make interest payments, amortization payments (if any) and other fixed charges;

the company’s historical

and projected financial results;

the markets in which the company does business;

the estimated enterprise

value of the company based on comparisons to publicly-traded securities, on discounted cash flows and other valuation methodologies;

changes in the interest rate environments and the credit markets generally that may affect the price at which similar investments may

the estimated enterprise value of the company based on

comparisons to publicly-traded securities, on discounted cash flows and other valuation methodologies;

changes in the interest rate environments

and the credit markets generally that may affect the price at which similar investments may be made;

and other relevant factors.

Because such valuations, and particularly valuations of non-traded instruments and private

companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates.

The determination of

fair value by our Board may differ materially from the values that would have been used if a liquid trading market for these instruments

Our net asset value (“NAV”) could be adversely affected if the determinations regarding the fair value of our investments

were materially higher than the values that we ultimately realize upon the disposal of such investments.

We adjust quarterly (or as otherwise may

be required by the 1940 Act in connection with the issuance of our shares) the valuation of our portfolio to reflect our Board of Directors’

determination of the fair value of each investment in our portfolio.

Any changes in fair value are recorded in our consolidated statement

of operations as net change in unrealized appreciation or depreciation.

Recently, the SEC adopted new Rule 2a-5 under

such valuations, and particularly valuations of non-traded instruments and private companies, are inherently uncertain, they

may fluctuate over short periods of time and may be based on estimates.

The determination of fair value by our Advisor may differ materially

from the values that would have been used if a liquid trading market for these instruments existed.

Our net asset value (“NAV”)

could be adversely affected if the determinations regarding the fair value of our investments were materially higher than the values that

we ultimately realize upon the disposal of such investments.

We adjust quarterly (or as otherwise may be required by the 1940 Act

in connection with the issuance of our shares) the valuation of our portfolio to reflect our Advisor’s determination of the fair

value of each investment in our portfolio.

Any changes in fair value are recorded in our consolidated statement of operations as net change

in unrealized appreciation or depreciation.

In December 2020, the SEC adopted new Rule 2a-5 under

the 1940 Act.

The new rule is intended to modernize valuation practices for registered funds, including business development companies.

The full impact of the new rule is not yet known;

however, our valuation practices may be impacted including our ability to rely on certain

historical valuation practices and policies.

The new rule is scheduled to go in effect approximately third quarter of 2022.

Pursuant to Rule 2a-5 and effective September 1, 2022, the Board of Directors designated the Advisor as the “valuation designee”

to perform fair value determination of our portfolio holdings, subject to oversight by and periodic reporting to the Board.

The valuation

designee will perform fair valuation of our portfolio holdings in accordance with our Valuation Program, as approved by the Board.

Advisor’s internal valuation process did not materially change as a result of Rule 2a-5.

New or modified laws or regulations

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Among the most significant of its amendments to Dodd-Frank were a substantial increase in the $50 billion

asset threshold to $250 billion for automatic regulation of BHCs as “systemically important financial institutions”

asset threshold to $250 billion for automatic regulation of BHCs as “systemically important financial institutions” an

exemption from the Volcker Rule for insured depository institutions with less than $10 billion in consolidated assets and lower levels

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of us or otherwise adversely affect our business, financial condition and results of operations.

Uncertainty resulting from the U.S.

political climate could negatively impact our business, financial condition and results of operations.

Commencing January 2021, the Democratic Party

gained control of the executive and legislative branches of the federal government.

It is unclear which political party will have control

of the legislative branch as a result of the 2022 Congressional elections.

Changes in federal policy, including tax policies, and at regulatory

agencies occur over time through policy and personnel changes following elections, which lead to changes involving the level of oversight

and focus on the financial services industry or the tax rates paid by corporate entities.

The nature, timing and economic and political

effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain.

surrounding future changes may adversely affect our operating environment and therefore our business, financial condition, results of

operations and growth prospects.

Political uncertainty could adversely

affect our business.

markets could experience political uncertainty and/or

change that subjects investments to heightened risks, including, for instance, risks related to elections in the U.S., the large-scale

invasion of Ukraine by Russia that began in February 2022, heightened tensions between China and Taiwan, or the effect on world leaders

and governments of global health pandemics, such as the COVID-19 pandemic.

These heightened risks could also include:

increased risk of

default (by both government and private issuers);

greater social, trade, economic and political instability (including the risk of war

or terrorist activity);

greater governmental involvement in the economy;

greater governmental supervision and regulation of the securities

markets and market participants resulting in increased expenses related to compliance;

greater fluctuations in currency exchange rates;

controls or restrictions on foreign investment and/or trade, capital controls and limitations on repatriation of invested capital and

on the ability to exchange currencies;

inability to purchase and sell investments or otherwise settle security or derivative transactions

(i.e., a market freeze);

unavailability of currency hedging techniques;

and slower clearance.

During times of political uncertainty and/or

change, global markets often become more volatile.

There could also be a lower level of monitoring and regulation of markets while a country

is experiencing political uncertainty and/or change, and the activities of investors in such markets and enforcement of existing regulations

could become more limited.

Markets experiencing political uncertainty and/or change could have substantial, and in some periods extremely

high, rates of inflation for many years.

Inflation and rapid fluctuations in inflation rates typically have negative effects on such countries’

economies and markets.

Tax laws could change materially, and any changes in tax laws could have an unpredictable effect on us, our investments

and our investors.

There can be no assurance that political changes will not cause us or our investors to suffer losses.

We do not currently

have portfolio investments with exposure to China, Taiwan, Russia or Ukraine.

Our Board of Directors may change our

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The General Corporation Law of the State

of Delaware, as amended (the “DGCL”), contains provisions that may discourage, delay or make more difficult a change in control

of us or the removal of our directors.

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exempting from Section 203 of the DGCL any business combination between us and any other person, subject to prior approval of such

business combination by our Board of Directors, including approval by a majority of our directors who are not “interested persons.”

If our Board of Directors does not adopt, or adopts but later repeals such resolution exempting business combinations, or if our Board

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that could give our stockholders the opportunity to realize a premium of the NAV of our Shares.

The Advisor can resign on 60 days’

notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could

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The Advisor has the right to resign under

the Investment Advisory Agreement at any time upon not less than 60 days’

written notice, whether we have found a replacement or

the Investment Advisory Agreement at any time upon not less than 60 days’ written notice, whether we have found a replacement or

If the Advisor resigns, we may not be able to find a new investment advisor or hire internal management with similar expertise and

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The Administrator can resign on 60

notice, and we may not be able to find a suitable replacement, resulting in a disruption in our operations that could adversely

days’ notice, and we may not be able to find a suitable replacement, resulting in a disruption in our operations that could adversely

affect our financial condition, business and results of operations.

The Administrator has the right to resign

under the Administration Agreement at any time upon not less than 60 days’

written notice, whether we have found a replacement

under the Administration Agreement at any time upon not less than 60 days’ written notice, whether we have found a replacement

If the Administrator resigns, we may not be able to find a new administrator or hire internal management with similar expertise

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may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and

We are an “emerging growth company,”

and we do not know if such status will make our shares less attractive to investors.

We are an “emerging growth company,”

as defined in the JOBS Act, until the earliest of:

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of the Sarbanes-Oxley Act and the related rules and regulations promulgated by the SEC but will not have to comply with certain requirements

until we have been registered under the Exchange Act for a specified period of time or cease to be an “emerging growth company.”

Upon registering our Shares under the Exchange

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This process will also result in a diversion

of management’s time and attention.

We do not know when our evaluation, testing and remediation actions will be completed or its

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Additionally, digital and network technologies

(collectively, “cyber networks”) might be at risk of cyberattacks that could potentially seek unauthorized access to digital

systems for purposes such as misappropriating sensitive information, corrupting data or causing operational disruption.

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have the risks posed to our information systems, both internal and those provided by the Advisor and third-party service providers.

We and many of our third-party service providers

are currently impacted by quarantines and similar measures being enacted by governments in response to COVID-19, which are

obstructing the regular functioning of business workforces (including requiring employees to work from external locations and their homes).

response to the COVID-19 pandemic, Kayne Anderson has instituted a work from home policy until it is deemed safe to return

to the office.

Such a policy of an extended period of remote working could strain our technology resources and introduce operational

risks, including heightened cybersecurity risks and other risks described above.

Remote working environments may be less secure

and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic.

We and many of our third-party service providers currently have work

from home policies.

Such a policy of remote working could strain our technology resources and introduce operational risks, including heightened

cybersecurity risks and other risks described above.

Remote working environments may be less secure and more susceptible to hacking

attacks, including phishing and social engineering attempts that seek to exploit the remote work environments.

Risks Relating to Our Investments

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These events could prevent us from increasing our investments and harm our operating results.

A portfolio company’s failure to satisfy

financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and

foreclosure on its assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability

to meet its obligations under the debt securities that we hold.

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In addition, lenders in certain cases can be subject to lender liability

claims for actions taken by them when they become too involved in the borrower’s business or exercise control over a borrower.

It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken if we render

claims for actions taken by them when they become too involved in the borrower’s business or exercise control over a borrower.

It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken if we render

managerial assistance to the borrower.

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decrease the value of those investments.

In an effort to control inflation, the Federal Open Market Committee,

the committee within the Federal Reserve that sets domestic monetary policy, raised the target range for the federal funds rate seven

times in calendar year 2022 to a current range of 4.25% to 4.50%.

The Federal Reserve has signaled that further increases will likely

happen in 2023.

Rising rates generally have a negative impact on income-oriented investments such as those in which we invest and could

be adversely impacted by these actions.

There is no assurance that the actions being taken by the Federal Reserve will improve the outlook

for long-term inflation or whether they might result in a recession.

A recession could lead to declined employment, global demand destruction

and/or business failures, which may result in a decline in the value of our portfolio.

In addition, increased interest rates could increase

our cost of borrowing and reduce the return on leverage to common shareholders.

Limitations of investment due diligence

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Our due diligence may not reveal all of a

portfolio company’s liabilities and may not reveal other weaknesses in its business.

We can offer no assurance that our due diligence

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Before making an investment in, or a loan

to, a company, the Advisor will assess the strength and skills of a company’s management and other factors that it believes are

material to the performance of the investment.

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initially rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated

lower than “Baa3”

by Moody’s Investors Service, lower than “BBB-”

by Fitch Ratings or lower than “BBB-”

Standard & Poor’s Ratings Services), which under the guidelines established by these entities is an indication of having

predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

are rated below investment grade are sometimes referred to as “high yield bonds”

or “junk bonds.”

lower than “Baa3” by Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by

Standard & Poor’s Ratings Services), which under the guidelines established by these entities is an indication of having

predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Therefore,

our investments may result in an above average amount of risk and volatility or loss of principal.

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will harm our operating results.

A portfolio company’s failure to satisfy

financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and

foreclosure on its assets, which could trigger cross-defaults under other agreements and jeopardize such company’s ability to meet

its obligations under the debt securities that we hold.

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In addition, lenders in certain cases can be subject to lender liability

claims for actions taken by them when they become too involved in the borrower’s business or exercise control over a borrower.

It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken if we render

claims for actions taken by them when they become too involved in the borrower’s business or exercise control over a borrower.

It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken if we render

managerial assistance to the borrower.

Moreover, some of the loans in which we may invest may be “covenant-lite”

use the term “covenant-lite”

loans to refer generally to loans that do not have a complete set of financial maintenance covenants.

Generally, “covenant-lite”

loans provide borrower companies more freedom to negatively impact lenders because their covenants

Moreover, some of the loans in which we may invest may be “covenant-lite” loans.

use the term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants.

Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants

are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather

than by a deterioration in the borrower’s financial condition.

Accordingly, to the extent we invest in “covenant-lite”

than by a deterioration in the borrower’s financial condition.

Accordingly, to the extent we invest in “covenant-lite”

loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments

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The duration of a bankruptcy proceeding is

also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan of reorganization

or liquidation ultimately becomes effective.

The administrative costs of a bankruptcy proceeding are frequently high and would be paid

out of the debtor’s estate prior to any return to creditors.

Because the standards for classification of claims under bankruptcy

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Generally, little public information exists about these companies, and we rely on the ability

of the Advisor’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these

If the Advisor is unable to uncover all material information about these companies, it may not make a fully informed investment

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In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger

businesses, which tend to render them more vulnerable to competitors’

actions and market conditions, as well as general economic

businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic

Additionally, middle-market companies are more likely to depend on the management talents and efforts of a small group of

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portfolio companies will be secured on a second priority basis by the same collateral securing senior debt of such companies.

priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure

certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the debt.

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liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the

portfolio company’s remaining assets, if any.

We may also make unsecured debt investments

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Liens on such

portfolio companies’

collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt

portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt

and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured debt agreements.

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If such proceeds were not sufficient to repay the outstanding secured debt obligations, then our unsecured claims would

rank equally with the unpaid portion of such secured creditors’

claims against the portfolio company’s remaining assets,

rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets,

The rights we may have with respect to the

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As a BDC, we are required to carry our investments

at market value or, if no market value is ascertainable, at fair value as determined in good faith by our Board of Directors.

of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our

at market value or, if no market value is ascertainable, at fair value as determined in good faith by our Advisor.

As part of the valuation

process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments:

enterprise value of the portfolio company;

nature and realizable value of any collateral;

company’s ability to make interest payments, amortization payments (if any) and other

fixed charges;

features, put features and other relevant terms of the debt security;

company’s historical and projected financial results;

markets in which the portfolio company does business;

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and cash flows.

We have not yet identified the portfolio

company investments we will acquire.

We have not yet identified all of the

portfolio company investments we will acquire.

While we have made significant progress investing

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number of issuers, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in

the financial condition or the market’s assessment of the issuer.

We may also be more susceptible to any single economic or regulatory

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Following an initial investment in a portfolio

company, we may make additional investments in that portfolio company as “follow-on”

investments, in seeking to:

company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to:

or maintain in whole or in part our position as a creditor or equity ownership percentage

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Our ability to make follow-on investments may also be limited

by the Advisor’s allocation policy.

Because we generally do not hold controlling

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company management will be able to operate their companies in accordance with our expectations.

The day-to-day operations of each

portfolio company in which we invest will be the responsibility of that portfolio company’s management team.

Although we will be

responsible for monitoring the performance of each investment and generally intends to invest in portfolio companies operated by strong

management, there can be no assurance that the existing management team, or any successor, will be able to operate any such portfolio

company in accordance with our expectations.

There can be no assurance that a portfolio company will be successful in retaining key members

of its management team, the loss of whom could have a material adverse effect on us.

Although we generally intend to invest in companies

with strong management, there can be no assurance that the existing management of such companies will continue to operate a company successfully.

The day-to-day operations of each portfolio company in which

we invest will be the responsibility of that portfolio company’s management team.

Although we will be responsible for monitoring

the performance of each investment and generally intend to invest in portfolio companies operated by strong management, there can be no

assurance that the existing management team, or any successor, will be able to operate any such portfolio company in accordance with our

expectations.

There can be no assurance that a portfolio company will be successful in retaining key members of its management team, the

loss of whom could have a material adverse effect on us.

Although we generally intend to invest in companies with strong management, there

can be no assurance that the existing management of such companies will continue to operate a company successfully.

Our portfolio companies

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to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies.

The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and

may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the

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we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio

company’s remaining assets, if any.

We may make unsecured loans to portfolio

companies, meaning that such loans will not benefit from any interest in collateral of such companies.

Liens on a portfolio company’s

collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future

Liens on a portfolio company’s

collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future

debt that is permitted to be incurred by the portfolio company under its secured loan agreements.

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If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally

with the unpaid portion of such secured creditors’

claims against the portfolio company’s remaining assets, if any.

with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the

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in funding obligations that we must satisfy through our return of distributions previously made to us.

The Advisor’s and Administrator’s

liability is limited, and we have agreed to indemnify each against certain liabilities, which may lead them to act in a riskier manner

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the Advisor does not assume any responsibility to us other than to render the services called for under that agreement, and it is not

responsible for any action of our Board of Directors in following or declining to follow the Advisor’s advice or recommendations.

Under the terms of the Investment Advisory Agreement, the Advisor, its officers, members, personnel and any person controlling or controlled

by the Advisor are not liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or

partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement, except those resulting

from acts constituting gross negligence, willful misconduct, bad faith or reckless disregard of the Advisor’s duties under the

Investment Advisory Agreement.

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the Investment Advisory Agreement, except where attributable to gross negligence, willful misconduct, bad faith or reckless disregard

of such person’s duties under the Investment Advisory Agreement.

Similarly, the Administrator and certain specified parties providing

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them for, any claims or losses arising out of the good faith performance of their duties or obligations, except those liabilities resulting

primarily attributable to gross negligence, willful misconduct, bad faith or reckless disregard of the Administrator’s duties.

These protections may lead the Advisor or the Administrator to act in a riskier manner when acting on our behalf than it would when acting

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The amount of leverage that we employ depends

on our Advisor’s and our Board of Directors’

assessment of market and other factors at the time of any proposed borrowing.

on our Advisor’s and our Board of Directors’ assessment of market and other factors at the time of any proposed borrowing.

We can offer no assurance that leveraged financing will be available to us on favorable terms or at all.

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be in the best interest of our stockholders.

If the current period of capital market

disruption and instability due to the COVID-19 pandemic continues for an extended period of time, there is a risk that you

may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of

We intend to make periodic distributions

to our stockholders out of assets legally available for distribution.

We cannot assure you that we will achieve investment results that

will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions.

to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this Annual Report on

Form 10-K, including the COVID-19 pandemic.

Due to the asset coverage test applicable to us under the 1940 Act as

a BDC, we may be limited in our ability to make distributions.

If we declare a distribution and if more stockholders opt to receive cash

distributions rather than participate in our dividend reinvestment plan (“DRIP”), we may be forced to sell some of our investments

in order to make cash distribution payments.

To the extent we make distributions to stockholders that include a return of capital, such

portion of the distribution essentially constitutes a return of the stockholder’s investment.

Although such return of capital may

not be taxable, such distributions may increase an investor’s tax liability for capital gains upon the future sale of our Common

During extended periods of capital market

disruption and instability, there is a risk that you may not receive distributions or that our distributions may not grow over time and

a portion of our distributions may be a return of capital.

We intend to make periodic distributions to

our stockholders out of assets legally available for distribution.

We cannot assure you that we will achieve investment results that will

allow us to make a specified level of cash distributions or year-to-year increases in cash distributions.

Our ability to pay

distributions might be adversely affected by the impact of one or more of the risk factors described in this Annual Report on Form 10-K.

Due to the asset coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our ability to make distributions.

we declare a distribution and if more stockholders opt to receive cash distributions rather than participate in our dividend reinvestment

plan (“DRIP”), we may be forced to sell some of our investments in order to make cash distribution payments.

To the extent

we make distributions to stockholders that include a return of capital, such portion of the distribution essentially constitutes a return

of the stockholder’s investment.

Although such return of capital may not be taxable, such distributions may increase an investor’s

tax liability for capital gains upon the future sale of our Common Stock.

A return of capital distribution may cause

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preferred stock, which could adversely affect the value of shares of Common Stock.

The issuance of preferred stock with dividend

or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could make an investment

in shares of Common Stock less attractive.

The issuance of preferred stock with dividend or conversion rights,

liquidation preferences or other economic terms favorable to the holders of preferred stock could make an investment in shares of Common

Stock less attractive.

In addition, the dividends on any preferred stock we issue must be cumulative.

dividends and repayment of the liquidation preference of preferred stock must take preference over any distributions or other payments

to holders of Common Stock, and holders of preferred stock are not subject to any of our expenses or losses and are not entitled to participate

in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into shares

of Common Stock).

In addition, under the 1940 Act, preferred stock would constitute a “senior security”

for purposes of the

150% asset coverage test.

We do not currently anticipate issuing preferred stock or, other than with respect to our leverage facilities,

debt securities within one year from the filing of our Registration Statement.

Payment of dividends and repayment

of the liquidation preference of preferred stock must take preference over any distributions or other payments to holders of Common Stock,

and holders of preferred stock are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation

in excess of their stated preference (other than convertible preferred stock that converts into shares of Common Stock).

under the 1940 Act, preferred stock would constitute a “senior security” for purposes of the 150% asset coverage test.

do not currently anticipate issuing preferred stock.

An investor may be subject to filing

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Although we will provide in our quarterly financial statements the amount of outstanding

stock and the amount of the investor’s stock, the responsibility for determining the filing obligation and preparing the filing

remains with the investor.

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including uncertainty related to the COVID-19 pandemic, creates and exacerbates risks.

Social, political, economic and other conditions

and events (such as natural disasters, epidemics and pandemics, terrorism, conflicts and social unrest) will occur that create uncertainty

and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which companies

and their investments are exposed.

As global systems, economies and financial markets are increasingly interconnected, events that once

had only local impact are now more likely to have regional or even global effects.

Events that occur in one country, region or financial

market will, more frequently, adversely impact issuers in other countries, regions or markets, including in established markets such as

Such risks include the escalating tensions and uncertainty between Ukraine and Russia.

Social, political, economic and other conditions and events (such as

natural disasters, epidemics and pandemics, terrorism, conflicts and social unrest) will occur that create uncertainty and have significant

impacts on issuers, industries, governments and other systems, including the financial markets, to which companies and their investments

As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact

are now more likely to have regional or even global effects.

Events that occur in one country, region or financial market will, more frequently,

adversely impact issuers in other countries, regions or markets, including in established markets such as the U.S.

Such risks include

the large-scale invasion of Ukraine by Russia that began in February 2022, heightened tensions between China and Taiwan, or the effect

on world leaders and governments of global health pandemics, such as the COVID-19 pandemic.

These impacts can be exacerbated by failures

of governments and societies to adequately respond to an emerging event or threat.

We do not currently have portfolio investments with

exposure to China, Taiwan, Russia or Ukraine

Uncertainty can result in or coincide with,

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and/or enforcing legal judgments.

For example, the COVID-19 pandemic outbreak has led and for an unknown

period of time may continue to lead to disruptions in local, regional, national and global markets and economies.

With respect to the

credit markets (in particular for middle market loans), this outbreak has resulted in, and until fully resolved may continue to result

in, the following among other things:

(i) significant disruption to the businesses of many middle-market loan borrowers including

supply chains, demand and practical aspects of their operations, as well as lay-offs of employees, and, while these effects

are hoped to be temporary, some effects could be persistent or even permanent;

(ii) increased draws by borrowers on revolving lines

(iii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased

defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans;

(iv) volatility

and disruption of these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of

increased volatility, and liquidity issues;

and (v) rapidly evolving proposals and/or actions by state and federal governments to

address problems being experienced by the markets and by businesses and the economy in general which will not necessarily adequately address

the problems facing the loan market and middle market businesses.

Although many of these conditions have improved or resolved over the

course of the pandemic, similar consequences could occur in the future as a result of new variants of the virus or other infectious diseases.

The COVID-19 outbreak has had, and any future outbreaks could have, an adverse impact on the markets and the economy in general, which

could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated,

and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default,

each of which could negatively impact the amount and quality of loans available for investment by us and returns to us, among other things.

Recurring COVID-19 outbreaks, including as a result of new variants of the virus, have led to the re-introduction of

public health restrictions in certain states in the United States and globally and could continue to lead to the re-introduction of

such restrictions elsewhere.

It is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak,

market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on us and our

portfolio companies in which we invest.

For example, the COVID-19 pandemic led to disruptions in local, regional,

national and global markets and economies.

With respect to the U.S.

credit markets (in particular for middle market loans), this outbreak

resulted in the following among other things:

(i) significant disruption to the businesses of many middle-market loan borrowers

including supply chains, demand and practical aspects of their operations, as well as lay-offs of employees;

(ii) increased

draws by borrowers on revolving lines of credit;

(iii) increased requests by borrowers for amendments and waivers of their credit

agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity

dates of their loans;

(iv) volatility and disruption of these markets including greater volatility in pricing and spreads and difficulty

in valuing loans during periods of increased volatility, and liquidity issues;

and (v) rapidly evolving proposals and/or actions

by state and federal governments to address problems experienced by the markets and by businesses and the economy in general which were

not necessarily adequate to address the problems faced by the loan market and middle market businesses.

Although many of these conditions

have improved or resolved over the course of the pandemic, similar consequences could occur in the future as a result of new variants

of the virus or other infectious diseases.

The COVID-19 outbreak has had, and any future outbreaks could have, an adverse impact on the

markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate

loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions

taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment

by us and returns to us, among other things.

Recurring COVID-19 outbreaks, including as a result of new variants of the virus,

have led to the re-introduction of public health restrictions in certain states in the United States and globally and could

continue to lead to the re-introduction of such restrictions elsewhere.

It is impossible to determine the scope of any future

outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the

full potential impact on us and our portfolio companies in which we invest.

Although it is impossible to predict the

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Our business faces increasing public scrutiny

related to environmental, social and governance (“ESG”) activities.

We risk damage to our brand and reputation if we fail

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new regulatory initiatives related to ESG could adversely affect our business.

There is also a growing regulatory interest across jurisdictions in

improving transparency regarding the definition, measurement and disclosure of ESG factors in order to allow investors to validate and

better understand sustainability claims.

In addition, in 2021 the SEC established an enforcement task force to look into ESG practices

and disclosures by public companies and investment managers and has started to bring enforcement actions based on ESG disclosures not

matching actual investment processes.

In addition, the SEC has announced that it is working on proposals

for mandatory disclosure of certain ESG-related matters, including with respect to corporate and fund carbon emissions, board diversity

and human capital management.

At this time, there is uncertainty regarding the scope of such proposals or when they would become effective

Compliance with any new laws or regulations increases our regulatory burden and could make compliance more difficult and

expensive, affect the manner in which we or our portfolio companies conduct our businesses and adversely affect our profitability.

We may be the target of litigation.

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derivative actions by our stockholders.

Any litigation could result in substantial costs and divert management’s attention and

resources from our business and cause a material adverse effect on our business, financial condition and results of operations.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors