Palmer Square Capital BDC Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Statement of Assets and Liabilities as of December 31, 2020 and December 31, 2019 F-3 Consolidated Statement of Operations for the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 F-4 Consolidated Statement of Changes in Net Assets for the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 F-5 Consolidated Statement of Cash Flows for the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 F-6 Consolidated Schedule of Investments as of December 31, 2020 F-7 Notes to Consolidated Financial Statements F-11 - F-26 F- 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Palmer Square Capital BDC Inc. Opinion on the Financial Statements We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Palmer Square Capital BDC Inc. and its subsidiaries (the “Company”) as of December 31, 2020, and the related statements of operations, changes in net assets and cash flows for the period from January 23, 2020 (commencement of operations) to December 31, 2020, including the related notes. In addition, we have audited the accompanying statement of assets and liabilities of the Company as of December 31, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and December 31, 2019, and the results of its operations, changes in its net assets and its cash flows for the period from January 23, 2020 (commencement of operations) to December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020 by correspondence with the custodian, agent banks and brokers; when replies were not received from brokers or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Kansas City, Missouri March 12, 2021 We have served as the auditor of Palmer Square Capital BDC Inc. since 2019. F- 2 Palmer Square Capital BDC Inc. Consolidated Statement of Assets and Liabilities December 31, 2020 December 31, 2019 (Unconsolidated) Assets: Non-controlled, non-affiliated investments, at fair value (amortized cost of $640,100,635) $ 653,156,200 $ - Cash and cash equivalents 682,579 1,500 Receivables: Receivable for sales of investments 11,762,002 - Receivable for paydowns of investments 121,391 - Due from investment adviser 155,353 - Dividend receivable 345 - Interest receivable 1,612,231 - Prepaid expenses and other assets - 500,246 Total Assets $ 667,490,101 $ 501,746 Liabilities: Credit facility, net (Note 6) $ 393,152,103 $ - Payables: Payable to affiliate for organizational costs - 28,635 Payable for investments purchased 15,553,450 - Distributions payable 3,894,470 Management fee payable 1,242,821 - Accrued other general and administrative expenses 502,286 595,188 Total Liabilities $ 414,345,130 $ 623,823 Commitments and contingencies (Note 8) Net Assets: Common Shares, $0.001 par value; 450,000,000 shares authorized; 12,562,805 and 75 as of December 31, 2020 and December 31, 2019, respectively issued and outstanding 12,563 - Additional paid-in capital 238,204,363 1,500 Total distributable earnings (accumulated deficit) 14,928,045 (123,577 ) Total Net Assets $ 253,144,971 $ (122,077 ) Total Liabilities and Net Assets $ 667,490,101 $ 501,746 Net Asset Value Per Common Share $ 20.15 $ (1,627.69 ) The accompanying notes are an integral part of these consolidated financial statements. F- 3 Palmer Square Capital BDC Inc. Consolidated Statement of Operations For the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 Income: Investment income from non-controlled, non-affiliated investments: Interest income $ 24,956,907 Dividend income 228,092 Other income 283,577 Total investment income from non-controlled, non-affiliated investments 25,468,576 Total Investment Income 25,468,576 Expenses: Interest expense 4,739,682 Management fees 3,947,575 Professional fees 992,352 Directors fees 80,000 Offering costs 503,292 Initial organization 122,199 Other general and administrative expenses 880,137 Total Expenses 11,265,237 Less: Management fee waiver (Note 3) (493,447 ) Net expenses 10,771,790 Net Investment Income (Loss) 14,696,786 Realized and unrealized gains (losses) on investments and foreign currency transactions Net realized gains (losses): Non-controlled, non-affiliated investments (1,018,741 ) Total net realized gains (losses) (1,018,741 ) Net change in unrealized gains (losses): Non-controlled, non-affiliated investments 13,055,565 Total net change in unrealized gains (losses) 13,055,565 Total realized and unrealized gains (losses) 12,036,824 Net Increase (Decrease) in Net Assets Resulting from Operations $ 26,733,610 Per Common Share Data: Basic and diluted net investment income per common share $ 1.32 Basic and diluted net increase in net assets resulting from operations $ 2.40 Weighted Average Common Shares Outstanding - Basic and Diluted 11,156,932 The accompanying notes are an integral part of these consolidated financial statements. F- 4 Palmer Square Capital BDC Inc. Consolidated Statement of Changes in Net Assets For the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 Increase (Decrease) in Net Assets Resulting from Operations: Net investment income (loss) $ 14,696,786 Net realized gains (losses) on investments and foreign currency transactions (1,018,741 ) Net change in unrealized gains (losses) on investments, foreign currency translations, and foreign currency exchange contracts 13,055,565 Net Increase (Decrease) in Net Assets Resulting from Operations 26,733,610 Decrease in Net Assets Resulting from Stockholder Distributions Dividends and distributions to stockholders (12,181,659 ) Net Decrease in Net Assets Resulting from Stockholder Distributions (12,181,659 ) Increase in Net Assets Resulting from Capital Share Transactions Issuance of common shares 233,670,000 Reinvestment of distributions 4,921,520 Net Increase in Net Assets Resulting from Capital Share Transactions 238,591,520 Total Increase (Decrease) in Net Assets 253,143,471 Net Assets, Beginning of Period 1,500 Net Assets, End of Period $ 253,144,971 The accompanying notes are an integral part of these consolidated financial statements. F- 5 Palmer Square Capital BDC Inc. Consolidated Statement of Cash Flows For the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 Cash Flows from Operating Activities: Net increase (decrease) in net assets resulting from operations $ 26,733,610 Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities: Net realized (gains)/losses on investments 1,018,741 Net change in unrealized (gains)/losses on investments (13,055,565 ) Net accretion of discount on investments (1,755,502 ) Purchases of short-term investments (664,542,585 ) Purchases of portfolio investments (854,515,933 ) Proceeds from sale of short-term investments 611,437,715 Proceeds from sale of portfolio investments 268,256,929 Amortization of deferred financing cost (395,540 ) Increase/(decrease) in operating assets and liabilities: (Increase)/decrease in receivable for sales of investments (11,762,002 ) (Increase)/decrease in interest and dividends receivable (1,612,576 ) (Increase)/decrease in due from investment adviser (155,353 ) (Increase)/decrease in receivable for paydowns of investments (121,391 ) Increase/(decrease) in payable for investments purchased 15,553,450 Increase/(decrease) in management fees payable 1,242,821 Increase/(decrease) in accrued other general and administrative expenses 502,286 Net cash used in operating activities (623,170,895 ) Cash Flows from Financing Activities: Borrowings on credit facility 395,273,776 Payments of debt issuance costs (1,726,133 ) Distributions paid in cash (3,365,669 ) Proceeds from issuance of common shares, net of change in subscriptions receivable of $ - 233,670,000 Net cash provided by financing activities 623,851,974 Net increase in cash and cash equivalents 681,079 Cash and cash equivalents, beginning of period 1,500 Cash and cash equivalents, end of period $ 682,579 Supplemental and Non-Cash Information: Interest paid during the period $ 4,465,906 Distributions declared during the period $ 12,181,659 Reinvestment of distributions during the period $ 4,921,520 Distributions payable $ 3,894,470 The accompanying notes are an integral part of these consolidated financial statements. F- 6 Palmer Square Capital BDC Inc. Consolidated Schedule of Investments As of December 31, 2020 Acquisition Maturity Principal / Amortized Fair Percentage of Portfolio Company (3) Industry Interest Rate Date Date Par Cost (1)(6) Value Net Assets Debt Investments First Lien Senior Secured (2) Academy, Ltd. (4)(7) Specialty Retail 5.75% (L + 5.00%) 10/28/2020 10/28/2027 2,500,000 $ 2,475,456 $ 2,499,375 0.9 % Acrisure, LLC (7) Insurance 3.65% (L + 3.50%) 1/31/2020 2/12/2027 4,962,500 4,952,070 4,882,902 1.8 % AI Convoy (Luxembourg) S.a.r.l. (7) Aerospace and Defense 4.50% (L + 3.50%) 4/14/2020 1/29/2027 4,367,000 4,228,081 4,370,275 1.6 % Albany Molecular Research, Inc. (7) Healthcare Providers and Services 4.25% (L + 3.25%) 2/20/2020 8/28/2024 4,949,493 4,925,181 4,976,320 1.9 % Alera Group Intermediate Holdings, Inc. (7) Insurance 4.50% (L + 4.00%) 2/3/2020 8/1/2025 5,453,360 5,396,423 5,412,460 2.0 % AlixPartners, LLP (7) Diversified Financial Services 2.65% (L + 2.50%) 4/13/2020 4/30/2024 2,475,542 2,415,423 2,453,695 0.9 % Alliant Holdings Intermediate LLC (7) Insurance 3.40% (L + 3.25%) 1/27/2020 5/9/2025 3,703,695 3,430,767 3,651,214 1.3 % Alliant Holdings Intermediate LLC (7) Insurance 4.25% (L + 3.75%) 10/8/2020 10/8/2027 996,731 989,410 999,228 0.3 % Alphabet Holding Company, Inc. (7) Food Products 3.65% (L + 3.50%) 1/24/2020 9/26/2024 2,971,847 2,841,691 2,950,584 1.1 % Alterra Mountain Company (7) Hotels, Restaurants and Leisure 5.50% (L + 4.50%) 5/13/2020 8/31/2026 2,007,369 1,990,823 2,024,933 0.7 % Alterra Mountain Company (7) Hotels, Restaurants and Leisure 2.90% (L + 2.75%) 4/13/2020 6/28/2024 2,976,982 2,825,365 2,944,727 1.1 % Amentum Government Services Holdings LLC (7) Construction and Engineering 3.65% (L + 3.50%) 3/19/2020 2/26/2027 4,477,500 4,213,933 4,477,500 1.7 % Amentum Government Services Holdings LLC (7) Construction and Engineering 5.50% (L + 4.75%) 10/29/2020 1/29/2027 1,500,000 1,470,381 1,515,000 0.5 % American Rock Salt Company LLC (7) Metals and Mining 4.50% (L + 3.50%) 2/28/2020 3/21/2025 4,766,715 4,744,813 4,776,844 1.8 % AmWINS Group, Inc. (7) Insurance 3.75% (L + 2.75%) 3/2/2020 2/28/2024 4,458,648 4,410,908 4,469,014 1.7 % Amynta Agency Borrower, Inc. (7) Insurance 4.65% (L + 4.50%) 2/13/2020 2/28/2025 4,996,250 4,795,887 4,846,363 1.8 % APLP Holdings Limited Partnership (4)(7) Independent Power and Renewable Electricity Producers 3.50% (L + 2.50%) 3/25/2020 4/13/2023 1,336,736 1,251,155 1,336,736 0.4 % Applovin Corporation (7) Software 3.65% (L + 3.50%) 3/2/2020 8/15/2025 4,957,013 4,889,288 4,952,056 1.9 % Arches Buyer Inc. (7) Interactive Media and Services 4.50% (L + 4.00%) 11/24/2020 11/24/2027 5,000,000 4,950,488 5,016,250 1.9 % Aristocrat International PTY Ltd (4)(7) Hotels, Restaurants and Leisure 4.75% (L + 3.75%) 5/14/2020 10/31/2024 2,487,500 2,443,638 2,502,276 1.0 % Aruba Investments, Inc. (7) Chemicals 4.75% (L + 4.00%) 10/28/2020 10/28/2027 1,500,000 1,485,176 1,504,223 0.6 % Ascend Learning, LLC (7) Diversified Consumer Services 4.00% (L + 3.00%) 4/16/2020 7/29/2024 3,919,615 3,756,423 3,908,836 1.5 % AssuredPartners, Inc. (7) Insurance 5.50% (L + 4.50%) 5/29/2020 2/12/2027 992,500 973,932 996,227 0.4 % AssuredPartners, Inc. (7) Insurance 3.65% (L + 3.50%) 2/11/2020 2/12/2027 4,950,000 4,938,511 4,885,403 1.9 % Asurion, LLC (7) Diversified Consumer Services 3.40% (L + 3.25%) 12/23/2020 1/29/2027 1,987,249 1,958,010 1,969,860 0.8 % Athenahealth, Inc. (7) Healthcare Providers and Services 4.65% (L + 4.50%) 2/20/2020 2/11/2026 3,962,198 3,927,936 3,967,150 1.6 % Avaya Inc. (4)(7) Diversified Telecommunication Services 4.41% (L + 4.25%) 4/20/2020 12/15/2024 1,560,941 1,490,031 1,572,218 0.6 % Avaya Inc. (4)(7) Diversified Telecommunication Services 4.39% (L + 4.25%) 4/20/2020 12/15/2027 1,939,059 1,764,355 1,943,093 0.8 % Azalea TopCo, Inc. (7) Healthcare Providers and Services 3.71% (L + 3.50%) 2/26/2020 7/23/2026 3,962,387 3,917,453 3,923,595 1.5 % Barracuda Networks, Inc. (7) IT Services 4.50% (L + 3.75%) 3/2/2020 1/10/2025 4,019,316 4,015,168 4,018,311 1.6 % Bass Pro Group, LLC (7) Specialty Retail 5.75% (L + 5.00%) 7/28/2020 9/25/2024 6,071,202 6,066,031 6,100,495 2.4 % Bausch Health Companies Inc. (4) Pharmaceuticals 3.15% (L + 3.00%) 3/18/2020 6/30/2025 3,905,458 3,738,642 3,896,319 1.5 % Belfor Holdings Inc. (7) Commercial Services and Supplies 4.15% (L + 4.00%) 3/18/2020 3/31/2026 2,976,096 2,844,878 2,983,685 1.2 % Bioscrip, Inc. (4)(7) Healthcare Providers and Services 4.40% (L + 4.25%) 3/5/2020 5/29/2026 5,089,512 4,901,157 5,088,469 2.0 % Blackstone CQP Holdco LP (7) Energy Equipment and Services 3.74% (L + 3.50%) 2/28/2020 6/7/2024 1,979,900 1,942,728 1,977,425 0.8 % Boxer Parent Company, Inc. (7) Software 4.40% (L + 4.25%) 4/7/2020 9/1/2025 3,394,243 3,006,431 3,387,064 1.3 % Brookfield Property REIT Inc. (7) Real Estate Investment Trusts (REITs) 2.65% (L + 2.50%) 4/17/2020 5/4/2025 2,144,701 1,777,242 2,039,847 0.8 % Brookfield WEC Holdings Inc. (7) Commercial Services and Supplies 3.75% (L + 3.00%) 2/25/2020 8/1/2025 4,455,798 4,390,350 4,451,031 1.8 % Buzz Merger Sub Ltd. (7) Leisure Products 2.90% (L + 2.75%) 1/24/2020 1/22/2027 3,473,750 3,387,888 3,460,723 1.4 % Caesars Resort Collection, LLC (4)(7) Hotels, Restaurants and Leisure 4.65% (L + 4.50%) 6/19/2020 7/31/2025 2,992,500 2,908,415 3,002,315 1.2 % Camelot U.S. Acquisition 1 Co. (4)(7) Professional Services 3.15% (L + 3.00%) 4/14/2020 10/28/2026 3,969,925 3,901,437 3,957,936 1.6 % CCI Buyer, Inc. (5)(7) Wireless Telecommunication Services 4.75% (L + 4.00%) 12/16/2020 12/31/2027 2,400,000 2,376,000 2,401,992 0.9 % CCS-CMGC Holdings, Inc. (7) Healthcare Providers and Services 5.71% (L + 5.50%) 1/24/2020 10/1/2025 3,959,596 3,899,353 3,850,707 1.5 % Change Healthcare Holdings, Inc. (4)(7) Healthcare Providers and Services 3.50% (L + 2.50%) 4/1/2020 3/1/2024 2,326,036 2,225,791 2,319,209 0.9 % CHG Healthcare Services, Inc (7) Healthcare Providers and Services 4.00% (L + 3.00%) 3/19/2020 6/7/2023 2,967,965 2,650,461 2,956,375 1.2 % Cincinnati Bell Inc. (4)(7) Media 4.25% (L + 3.25%) 3/19/2020 10/2/2024 3,965,775 3,814,313 3,971,347 1.6 % Citadel Securities LP (7) Diversified Financial Services 2.90% (L + 2.75%) 3/20/2020 2/6/2026 4,054,286 3,758,583 4,062,719 1.6 % Consolidated Communications, Inc. (4)(7) Diversified Telecommunication Services 5.75% (L + 4.75%) 9/18/2020 10/31/2027 1,995,000 1,965,667 2,007,808 0.8 % CP Atlas Buyer, Inc (7) Building Products 5.25% (L + 4.50%) 11/20/2020 12/31/2027 3,750,000 3,712,996 3,762,656 1.5 % CP Atlas Buyer, Inc (7) Building Products 5.25% (L + 4.50%) 11/20/2020 11/19/2027 1,250,000 1,237,610 1,254,219 0.5 % Creative Artists Agency, LLC (7) Media 3.90% (L + 3.75%) 3/2/2020 11/20/2026 1,980,000 1,980,000 1,961,853 0.8 % Crestwood Holdings LLC Oil, Gas and Consumable Fuels 7.66% (L + 7.50%) 6/5/2020 2/28/2023 488,751 346,400 381,226 0.2 % F- 7 Palmer Square Capital BDC Inc. Consolidated Schedule of Investments As of December 31, 2020 Acquisition Maturity Principal / Amortized Fair Percentage of Portfolio Company (3) Industry Interest Rate Date Date Par Cost (1)(6) Value Net Assets DCert Buyer, Inc. (5)(7) Software 4.15% (L + 4.00%) 1/28/2020 8/7/2026 4,962,500 4,953,855 4,965,602 2.0 % Deerfield Dakota Holding, LLC (7) Diversified Financial Services 4.75% (L + 3.75%) 3/6/2020 2/25/2027 4,975,000 4,901,828 5,003,780 2.0 % Delek US Holdings, Inc. (4)(7) Oil, Gas and Consumable Fuels 6.50% (L + 5.50%) 5/18/2020 3/31/2025 2,382,000 2,231,776 2,368,613 0.9 % Delta Topco, Inc. (7) IT Services 4.50% (L + 3.75%) 10/7/2020 10/29/2027 4,000,000 3,980,258 4,005,840 1.6 % The Dun & Bradstreet Corporation (4)(7) Professional Services 3.90% (L + 3.75%) 1/24/2020 3/31/2026 4,962,500 4,896,041 4,974,212 2.0 % EAB Global, Inc. (7) Professional Services 4.75% (L + 3.75%) 2/21/2020 9/27/2024 2,974,516 2,893,045 2,958,721 1.2 % ECI Software Solutions, Inc. (7) Software 4.50% (L + 3.75%) 9/17/2020 9/30/2027 6,000,000 5,970,754 6,001,230 2.4 % EFS Cogen Holdings I LLC (7) Independent Power and Renewable Electricity Producers 4.50% (L + 3.50%) 9/24/2020 10/29/2027 2,963,385 2,948,910 2,954,954 1.2 % Elanco Animal Health Incorporated (4)(7) Healthcare Providers and Services 1.90% (L + 1.75%) 3/20/2020 2/26/2027 45,572 40,158 45,235 0.0 % Endo Luxembourg Finance Company I S.a.r.l. (4)(7) Pharmaceuticals 5.00% (L + 4.25%) 4/13/2020 4/29/2024 2,480,720 2,325,276 2,449,711 1.0 % Ensemble RCM, LLC (7) Healthcare Providers and Services 3.96% (L + 3.75%) 4/14/2020 7/24/2026 3,807,085 3,704,542 3,807,561 1.5 % Epicor Software Corporation (7) Software 5.25% (L + 4.25%) 7/23/2020 6/1/2022 3,990,000 3,926,731 4,020,962 1.6 % Everi Payments Inc. (4) Professional Services 11.50% (L + 10.50%) 4/14/2020 5/9/2024 348,250 342,071 362,180 0.1 % Everi Payments Inc. (4)(7) Professional Services 3.75% (L + 2.75%) 4/9/2020 5/1/2024 1,000,000 879,949 991,530 0.4 % Evertec Group LLC (4)(7) Professional Services 3.65% (L + 3.50%) 4/14/2020 12/31/2024 2,430,502 2,341,762 2,430,502 1.0 % Flexera Software LLC (5)(7) Software 4.50% (L + 3.75%) 12/16/2020 1/16/2028 2,500,000 2,496,250 2,503,125 1.0 % Flexera Software LLC (5)(7) Software 4.25% (L + 3.25%) 2/28/2020 2/26/2025 1,519,710 1,480,336 1,521,336 0.6 % Garda World Security Corporation (7) Diversified Consumer Services 4.99% (L + 4.75%) 3/13/2020 10/23/2026 5,000,000 4,848,904 5,013,750 2.0 % GFL Environmental Inc. (4)(7) Commercial Services and Supplies 3.50% (L + 3.00%) 2/20/2020 5/9/2025 2,622,258 2,528,578 2,628,617 1.0 % Global Medical Response, Inc. (7) Healthcare Providers and Services 5.75% (L + 4.75%) 9/24/2020 9/24/2025 4,500,000 4,413,785 4,480,313 1.8 % Guggenheim Partners Investment Management Holdings, LLC (7) Diversified Financial Services 3.50% (L + 2.75%) 2/28/2020 7/21/2023 1,482,852 1,475,112 1,485,017 0.6 % Guidehouse LLP (7) Professional Services 4.65% (L + 4.50%) 4/14/2020 3/14/2025 4,024,967 3,953,955 4,031,669 1.6 % HAH Group Holding Company LLC (7) Healthcare Providers and Services 6.00% (L + 5.00%) 10/22/2020 10/20/2027 3,551,724 3,492,899 3,534,224 1.4 % Hamilton Projects Acquiror LLC (7) Electric Utilities 5.75% (L + 4.75%) 6/11/2020 6/11/2027 5,457,587 5,389,828 5,482,611 2.2 % Harbor Freight Tools USA, Inc. (7) Specialty Retail 4.00% (L + 3.25%) 10/14/2020 11/30/2027 3,500,000 3,465,751 3,506,370 1.4 % Helix Gen Funding, LLC (7) Independent Power and Renewable Electricity Producers 4.75% (L + 3.75%) 1/31/2020 3/8/2024 4,419,559 4,366,931 4,280,254 1.7 % Help/Systems Holdings, Inc. (7) Software 5.75% (L + 4.75%) 9/16/2020 11/13/2026 4,974,937 4,926,250 4,966,654 2.0 % Hostess Brands, LLC (4)(7) Food Products 3.00% (L + 2.25%) 3/18/2020 8/1/2025 1,438,207 1,326,162 1,432,929 0.6 % HUB International Limited (7) Insurance 5.00% (L + 4.00%) 4/22/2020 4/25/2025 3,979,925 3,918,865 3,997,536 1.6 % Hyland Software, Inc. (7) Software 4.25% (L + 3.50%) 9/25/2020 7/1/2024 2,992,347 2,981,598 3,003,568 1.2 % Hyperion Refinance S.a.r.l. (7) Insurance 4.50% (L + 3.50%) 3/2/2020 12/13/2024 3,962,981 3,911,850 3,958,582 1.6 % ICH US Intermediate Holdings II, Inc. (7) Healthcare Providers and Services 6.75% (L + 5.75%) 2/28/2020 12/24/2026 6,748,077 6,617,263 6,754,420 2.7 % Idera, Inc. (7) Software 5.00% (L + 4.00%) 2/14/2020 6/28/2024 4,456,406 4,417,886 4,456,428 1.8 % Informatica LLC (7) Software 3.40% (L + 3.25%) 2/14/2020 2/15/2027 1,975,025 1,942,614 1,962,533 0.8 % Inmar, Inc. (7) Professional Services 5.00% (L + 4.00%) 1/24/2020 5/1/2024 2,969,231 2,938,868 2,927,083 1.2 % IRB Holding Corporation (5)(7) Hotels, Restaurants and Leisure 4.25% (L + 3.25%) 11/19/2020 11/19/2027 1,850,000 1,831,500 1,855,495 0.7 % Iridium Satellite LLC (4)(7) Diversified Telecommunication Services 4.75% (L + 3.75%) 3/6/2020 10/18/2026 4,716,862 4,690,701 4,747,003 1.9 % Ivanti Software, Inc. (7) IT Services 5.75% (L + 4.75%) 11/20/2020 11/22/2027 5,000,000 4,925,621 4,996,875 2.0 % Jane Street Group, LLC (7) Diversified Financial Services 3.23% (L + 3.00%) 1/31/2020 1/31/2025 1,470,069 1,447,558 1,470,437 0.6 % Kestrel Acquisition LLC (7) Independent Power and Renewable Electricity Producers 5.25% (L + 4.25%) 2/25/2020 5/2/2025 1,979,695 1,790,719 1,733,471 0.7 % Klockner-Pentaplast of America, Inc. (4)(7) Containers and Packaging 5.25% (L + 4.25%) 9/10/2020 6/29/2022 3,730,720 3,689,267 3,728,388 1.5 % Landry’s Finance Acquisition Co Hotels, Restaurants and Leisure 13.00% (L + 12.00%) 6/12/2020 10/4/2023 18,875 18,252 21,518 0.0 % LBM Acquisition LLC (5)(7) Construction Materials 4.50% (L + 3.75%) 12/9/2020 12/31/2027 1,227,273 1,212,273 1,229,148 0.5 % LCPR Loan Financing LLC (7) Diversified Telecommunication Services 5.16% (L + 5.00%) 3/13/2020 10/22/2026 4,000,000 3,941,122 4,022,500 1.6 % Lightstone Holdco LLC Independent Power and Renewable Electricity Producers 4.75% (L + 3.75%) 4/7/2020 1/30/2024 1,609,237 1,288,637 1,499,833 0.6 % Lightstone Holdco LLC Independent Power and Renewable Electricity Producers 4.75% (L + 3.75%) 4/7/2020 1/30/2024 90,763 72,681 84,593 0.0 % Limetree Bay Terminals, LLC (5)(7) Oil, Gas and Consumable Fuels 5.00% (L + 4.00%) 4/22/2020 2/15/2024 2,284,783 2,023,325 2,150,552 0.8 % Lions Gate Capital Holdings LLC (4)(7) Media 2.40% (L + 2.25%) 4/1/2020 3/19/2025 1,980,572 1,869,480 1,959,529 0.8 % LogMeIn, Inc. (7) IT Services 4.90% (L + 4.75%) 8/14/2020 8/31/2027 3,500,000 3,415,896 3,495,643 1.4 % Mauser Packaging Solutions Holding Company (7) Containers and Packaging 3.48% (L + 3.25%) 4/13/2020 4/3/2024 1,488,432 1,366,428 1,441,918 0.6 % McAfee, LLC (4)(7) IT Services 3.90% (L + 3.75%) 2/26/2020 9/30/2024 3,570,079 3,556,203 3,575,220 1.4 % Meredith Corporation (4)(7) Media 5.25% (L + 4.25%) 6/25/2020 1/31/2025 3,482,500 3,355,696 3,512,101 1.4 % Michaels Stores, Inc. (4)(7) Specialty Retail 4.25% (L + 3.50%) 9/2/2020 10/1/2027 1,995,000 1,953,730 1,986,900 0.8 % Milano Acquisition Corporation (7) Health Care Technology 4.75% (L + 4.00%) 8/17/2020 8/31/2027 3,500,000 3,466,538 3,508,015 1.4 % Minotaur Acquisition, Inc. (7) Diversified Financial Services 5.15% (L + 5.00%) 1/24/2020 3/27/2026 5,125,443 5,123,960 5,042,155 2.0 % Mitchell International, Inc. (7) Software 4.75% (L + 4.25%) 7/6/2020 11/29/2024 3,241,875 3,128,166 3,250,790 1.3 % MPH Acquisition Holdings LLC (7) Healthcare Providers and Services 3.75% (L + 2.75%) 4/13/2020 5/25/2023 2,591,513 2,463,356 2,584,438 1.0 % National Mentor Holdings, Inc. (7) Healthcare Providers and Services 4.40% (L + 4.25%) 2/7/2020 2/5/2026 3,794,103 3,761,808 3,795,697 1.5 % National Mentor Holdings, Inc. (7) Healthcare Providers and Services 4.40% (L + 4.25%) 2/7/2020 2/5/2026 169,724 168,243 169,795 0.1 % Navicure, Inc. (7) Health Care Technology 4.75% (L + 4.00%) 9/15/2020 10/22/2026 2,705,719 2,699,303 2,709,101 1.1 % New Arclin US Holding Corp. (7) Chemicals 4.50% (L + 3.50%) 8/25/2020 2/14/2024 1,989,525 1,966,566 1,990,778 0.8 % Newport Group Holdings II, Inc. (7) Diversified Financial Services 3.72% (L + 3.50%) 8/25/2020 9/12/2025 2,984,733 2,900,441 2,966,078 1.2 % Nexus Buyer LLC (7) Professional Services 3.90% (L + 3.75%) 3/10/2020 10/30/2026 4,048,687 3,955,471 4,027,613 1.6 % Nielsen Finance LLC (4)(7) Media 4.75% (L + 3.75%) 5/7/2020 6/6/2025 1,492,500 1,477,234 1,506,179 0.6 % NorthStar Group Services, Inc. (7) Commercial Services and Supplies 6.50% (L + 5.50%) 11/9/2020 11/9/2026 3,000,000 2,941,128 2,977,500 1.2 % Numericable U.S. LLC (7) Media 4.24% (L + 4.00%) 3/31/2020 8/14/2026 3,972,139 3,814,159 3,965,108 1.6 % F- 8 Palmer Square Capital BDC Inc. Consolidated Schedule of Investments As of December 31, 2020 Acquisition Maturity Principal / Amortized Fair Percentage of Portfolio Company (3) Industry Interest Rate Date Date Par Cost (1)(6) Value Net Assets OneDigital Borrower LLC (7) Insurance 5.25% (L + 4.50%) 10/30/2020 10/29/2027 5,460,938 5,336,244 5,483,438 2.2 % Oregon Clean Energy, LLC (7) Independent Power and Renewable Electricity Producers 4.75% (L + 3.75%) 2/25/2020 3/2/2026 5,078,751 4,943,404 5,066,055 2.0 % Pathway Vet Alliance LLC (7) Healthcare Providers and Services 4.15% 6/23/2020 3/31/2027 262,760 257,672 263,055 0.1 % Pathway Vet Alliance LLC (7) Healthcare Providers and Services 4.15% (L + 4.00%) 6/23/2020 3/31/2027 3,216,904 3,154,690 3,220,523 1.3 % PCI Gaming Authority (7) Hotels, Restaurants and Leisure 2.65% (L + 2.50%) 4/21/2020 5/15/2026 2,756,538 2,615,321 2,732,736 1.1 % Petco Animal Supplies, Inc. Specialty Retail 4.25% (L + 3.25%) 6/17/2020 1/26/2023 1,492,167 1,236,450 1,432,898 0.6 % PetVet Care Centers, LLC (7) Healthcare Providers and Services 5.25% (L + 4.25%) 8/14/2020 2/15/2025 3,482,368 3,474,303 3,504,133 1.4 % Phoenix Guarantor Inc. (7) Healthcare Providers and Services 4.25% (L + 3.75%) 10/2/2020 3/31/2026 5,000,000 4,951,532 5,004,150 2.0 % Pike Corporation (7) Construction and Engineering 4.12% (L + 3.97%) 8/19/2020 7/24/2026 1,875,952 1,867,058 1,877,622 0.7 % Playtika Holding Corp. (7) Hotels, Restaurants and Leisure 7.00% (L + 6.00%) 2/28/2020 12/31/2024 8,659,461 8,717,061 8,728,865 3.4 % PODS, LLC (7) Building Products 3.75% (L + 2.75%) 2/26/2020 12/6/2024 1,956,928 1,952,700 1,964,873 0.8 % Pre-Paid Legal Services, Inc. (7) Diversified Consumer Services 4.75% (L + 4.00%) 9/11/2020 5/1/2025 1,496,250 1,474,767 1,503,731 0.6 % Pre-Paid Legal Services, Inc. (7) Diversified Consumer Services 3.40% (L + 3.25%) 2/26/2020 5/1/2025 1,638,513 1,592,272 1,622,807 0.6 % Presidio Holdings, Inc. (7) Professional Services 3.72% (L + 3.50%) 2/28/2020 1/31/2027 2,388,000 2,352,280 2,389,122 0.9 % Pretium PKG Holdings, Inc. (7) Containers and Packaging 4.75% (L + 4.00%) 10/29/2020 11/30/2027 2,500,000 2,463,389 2,503,125 1.0 % Prime Security Services Borrower, LLC (4)(7) Diversified Consumer Services 4.25% (L + 3.25%) 4/20/2020 9/14/2026 1,796,054 1,754,890 1,809,803 0.7 % Project Alpha Intermediate Holding, Inc. (7) Software 4.50% (L + 3.50%) 1/30/2020 4/19/2024 3,961,519 3,928,048 3,935,095 1.6 % ProQuest LLC (7) Internet and Direct Marketing Retail 3.65% (L + 3.50%) 4/17/2020 10/16/2026 3,310,911 3,256,718 3,310,911 1.3 % Quest Software US Holdings Inc (7) Software 4.46% (L + 4.25%) 2/5/2020 5/16/2025 2,977,215 2,977,215 2,935,534 1.2 % Rackspace Hosting, Inc. (7) Technology Hardware, Storage and Peripherals 4.00% (L + 3.00%) 4/17/2020 11/3/2023 2,976,864 2,867,228 2,977,236 1.2 % Radiate Holdco, LLC (7) Media 4.25% (L + 3.50%) 2/25/2020 9/11/2026 5,121,868 5,069,220 5,137,054 2.0 % Radiology Partners, Inc. (7) Healthcare Providers and Services 4.40% (L + 4.25%) 2/26/2020 7/9/2025 3,500,000 3,488,400 3,450,423 1.4 % Redstone Buyer, LLC (7) Software 6.00% (L + 5.00%) 7/1/2020 9/1/2027 4,999,000 4,969,348 5,027,119 2.0 % RegionalCare Hospital Partners Holdings, Inc. (7) Healthcare Providers and Services 3.90% (L + 3.75%) 2/11/2020 11/14/2025 3,028,873 3,015,138 3,026,799 1.2 % Renaissance Holding Corp (7) Diversified Consumer Services 3.40% (L + 3.25%) 3/4/2020 7/31/2025 1,979,695 1,944,213 1,950,614 0.8 % Ryan Specialty Group LLC (7) Insurance 4.00% (L + 3.25%) 7/23/2020 9/1/2027 1,995,000 1,980,621 1,995,000 0.8 % Sabert Corporation (7) Containers and Packaging 5.50% (L + 4.50%) 2/26/2020 11/26/2026 4,830,392 4,819,800 4,832,397 1.9 % Samsonite International S.A. (4)(7) Textiles, Apparel and Luxury Goods 5.50% (L + 4.50%) 4/30/2020 4/25/2025 1,791,000 1,743,626 1,787,651 0.7 % Scientific Games International, Inc. (4)(7) Leisure Products 2.90% (L + 2.75%) 4/9/2020 8/14/2024 1,984,694 1,758,771 1,943,760 0.8 % SCIH Salt Holdings Inc. (7) Metals and Mining 5.50% (L + 4.50%) 4/13/2020 3/3/2027 3,980,000 3,915,034 3,992,438 1.6 % Shearer’s Foods, LLC (7) Food Products 4.75% (L + 4.00%) 9/15/2020 9/14/2027 1,708,219 1,695,921 1,711,558 0.7 % SmartBear Software Inc. (5)(7) Software 4.46% (L + 4.25%) 11/20/2020 11/19/2027 3,000,000 2,970,000 2,990,625 1.2 % Sophia, L.P. (7) Software 4.50% (L + 3.75%) 9/23/2020 10/31/2027 5,000,000 4,963,358 5,024,100 2.0 % Sotera Health Holdings LLC (4)(7) Healthcare Equipment and Supplies 5.50% (L + 4.50%) 3/2/2020 11/20/2026 4,163,466 4,148,686 4,185,157 1.7 % Springer Nature Deutschland GmbH (5)(7) Media 4.50% (L + 3.50%) 11/17/2020 8/14/2024 2,279,964 2,274,264 2,283,293 0.9 % Surf Holdings, LLC (7) Software 3.73% (L + 3.50%) 4/16/2020 1/15/2027 1,990,000 1,885,497 1,975,573 0.8 % Syncsort Incorporated (7) Software 7.00% (L + 6.00%) 4/13/2020 8/16/2024 4,262,440 4,109,093 4,269,110 1.7 % Talen Energy Supply, LLC (7) Independent Power and Renewable Electricity Producers 3.90% (L + 3.75%) 4/9/2020 6/26/2026 3,866,834 3,638,489 3,812,041 1.5 % TecoStar Holdings, Inc. (7) Healthcare Equipment and Supplies 4.50% (L + 3.50%) 2/25/2020 5/1/2024 2,969,109 2,956,997 2,924,573 1.2 % The Edelman Financial Center, LLC (7) Diversified Financial Services 3.15% (L + 3.00%) 4/13/2020 6/26/2025 1,984,810 1,880,143 1,958,759 0.8 % TIBCO Software Inc (7) Software 3.90% (L + 3.75%) 2/13/2020 6/30/2026 2,985,000 2,977,336 2,937,419 1.2 % Tosca Services, LLC (7) Containers and Packaging 5.25% (L + 4.25%) 7/28/2020 8/31/2027 3,000,000 2,985,819 3,021,255 1.2 % Traverse Midstream Partners LLC (7) Oil, Gas and Consumable Fuels 6.50% (L + 5.50%) 8/20/2020 9/27/2024 5,342,482 4,954,097 5,259,833 2.1 % Tronox Finance LLC (4)(7) Chemicals 3.15% (L + 3.00%) 4/17/2020 9/14/2024 1,779,361 1,748,333 1,773,364 0.7 % UGI Energy Services, LLC (7) Oil, Gas and Consumable Fuels 3.90% (L + 3.75%) 4/27/2020 8/7/2026 992,443 918,793 996,165 0.4 % Ultimate Software Group, The (7) Software 4.75% (L + 4.00%) 6/18/2020 5/31/2026 997,500 983,667 1,004,243 0.4 % Ultimate Software Group, The (7) Software 3.90% (L + 3.75%) 2/28/2020 4/8/2026 4,456,131 4,433,707 4,460,075 1.8 % Univision Communications Inc. (7) Media 4.75% (L + 3.75%) 6/15/2020 3/13/2026 4,197,268 4,059,519 4,214,455 1.7 % UOS, LLC (7) Commercial Services and Supplies 4.40% (L + 4.25%) 2/19/2020 4/18/2025 4,593,053 4,584,727 4,605,018 1.8 % US Radiology Specialists, Inc., (7) Healthcare Providers and Services 6.25% (L + 5.50%) 12/11/2020 12/10/2027 4,000,000 3,920,333 3,983,740 1.6 % U.S. Renal Care, Inc. (7) Healthcare Providers and Services 5.15% (L + 5.00%) 4/8/2020 6/26/2026 3,969,849 3,776,648 3,957,126 1.6 % U.S.I., Inc. (7) Insurance 4.25% (L + 4.00%) 4/23/2020 12/2/2026 4,972,381 4,903,442 4,973,425 2.0 % USIC Holdings, Inc. (7) Construction and Engineering 4.00% (L + 3.00%) 2/26/2020 12/8/2023 1,980,066 1,972,057 1,989,144 0.8 % Venator Materials LLC (4)(7) Chemicals 3.15% (L + 3.00%) 4/17/2020 6/28/2024 1,984,615 1,814,166 1,957,327 0.8 % VeriFone Systems, Inc. (7) Commercial Services and Supplies 4.22% (L + 4.00%) 3/4/2020 8/20/2025 496,203 474,275 481,316 0.2 % Verscend Holding Corp. (7) Health Care Technology 4.65% (L + 4.50%) 3/6/2020 8/27/2025 4,162,491 4,133,385 4,168,735 1.6 % VFH Parent LLC (4)(7) Capital Markets 3.15% (L + 3.00%) 3/20/2020 6/1/2026 2,532,966 2,363,333 2,533,751 1.0 % VM Consolidated Inc. (4)(7) Transportation Infrastructure 3.40% (L + 3.25%) 2/28/2020 2/28/2025 967,824 961,310 960,972 0.4 % WebMD Health Corp. (7) Interactive Media and Services 4.75% (L + 3.75%) 6/11/2020 9/13/2024 4,979,987 4,917,305 4,979,987 2.0 % White Cap Buyer LLC (7) Construction Materials 4.50% (L + 4.00%) 10/8/2020 10/8/2027 3,000,000 2,970,582 3,003,120 1.2 % Xplornet Communications Inc (7) Wireless Telecommunication Services 4.90% (L + 4.75%) 5/29/2020 5/31/2027 3,482,500 3,319,234 3,501,218 1.4 % Zelis Cost Management Buyer, Inc. (7) Health Care Technology 4.90% (L + 4.75%) 3/2/2020 10/30/2026 4,841,125 4,831,550 4,860,296 1.9 % Total First Lien Senior Secured 568,173,986 $ 554,650,131 $ 566,459,850 223.8 % F- 9 Palmer Square Capital BDC Inc. Consolidated Schedule of Investments As of December 31, 2020 Acquisition Maturity Principal / Amortized Fair Percentage of Portfolio Company (3) Industry Interest Rate Date Date Par Cost (1)(6) Value Net Assets Second Lien Senior Secured (2) Alphabet Holding Company, Inc. (7) Food Products 7.90% (L + 7.75%) 5/14/2020 9/26/2025 2,050,000 1,920,126 2,046,925 0.8 % Aptean Inc Software 8.65% (L + 8.50%) 7/23/2020 4/23/2027 1,400,000 1,334,785 1,375,500 0.5 % Aruba Investments, Inc. (7) Chemicals 8.50% (L + 7.75%) 10/29/2020 10/27/2028 2,350,000 2,315,519 2,369,094 0.9 % Asurion, LLC (7) Diversified Consumer Services 6.65% (L + 6.50%) 3/31/2020 7/14/2025 2,939,394 2,895,326 2,968,053 1.2 % Epicor Software Corporation (7) Software 8.75% (L + 7.75%) 7/23/2020 7/31/2028 1,000,000 985,486 1,046,565 0.4 % Informatica LLC (7) Software 7.13% 2/14/2020 2/14/2025 1,000,000 995,486 1,020,750 0.4 % Mitchell International, Inc. Software 7.40% (L + 7.25%) 7/1/2020 11/20/2025 447,667 415,895 434,516 0.2 % New Arclin US Holding Corp. Chemicals 9.75% (L + 8.75%) 9/14/2020 2/14/2025 1,928,999 1,835,183 1,856,662 0.7 % PowerTeam Services, LLC (5) Construction and Engineering 8.25% (L + 7.25%) 5/12/2020 3/6/2026 4,810,000 4,351,841 4,457,259 1.8 % Quest Software US Holdings Inc Software 8.46% (L + 8.25%) 2/11/2020 5/18/2026 1,597,000 1,578,688 1,523,538 0.6 % SK Invictus Intermediate II S.a.r.l. (7) Software 6.90% (L + 6.75%) 8/27/2020 2/13/2026 911,765 779,512 877,118 0.3 % Total Second Lien Senior Secured 20,434,825 19,407,847 19,975,980 7.8 % Collateralized Securities and Structured Products - Debt (2) Barings CLO Ltd (4) Structured Note 6.97% (L + 6.75%) 1/24/2020 1/20/2028 2,000,000 1,909,424 1,722,977 0.6 % Babson CLO Ltd 2019-3A (4) Structured Note 7.92% (L + 6.78%) 8/11/2020 4/20/2031 1,500,000 1,373,460 1,491,304 0.6 % Beechwood Park CLO, Ltd (4) Structured Note 7.72% (L + 7.50%) 7/27/2020 1/17/2033 1,750,000 1,699,298 1,767,605 0.7 % Eaton Vance CLO 2019-1, Ltd. (4) Structured Note 6.99% (L + 6.75%) 9/1/2020 4/15/2031 1,500,000 1,470,929 1,502,993 0.6 % HPS Loan Management Series 15A-19 (4) Structured Note 7.07% (L + 6.86%) 8/26/2020 7/22/2032 1,500,000 1,400,957 1,433,815 0.6 % Magnetite XIV-R, Limited (4) Structured Note 8.15% (L + 7.93%) 1/24/2020 10/18/2031 1,500,000 1,448,204 1,333,180 0.5 % Magnetite Clo LTD (4) Structured Note 2.37% (L + 2.15%) 4/2/2020 1/18/2028 1,000,000 832,569 972,288 0.4 % Magnetite CLO Ltd 2015-16A (4) Structured Note 6.72% (L + 6.50%) 8/11/2020 1/18/2028 1,000,000 779,579 890,000 0.4 % Newark BSL CLO 1 Ltd (4) Structured Note 3.22% (L + 3.00%) 4/6/2020 12/21/2029 500,000 382,142 498,394 0.2 % Riserva CLO, LTD. (4) Structured Note 5.85% (L + 3.45%) 4/2/2020 10/18/2028 1,000,000 829,883 997,964 0.4 % TCI-Flatiron CLO Ltd (4) Structured Note 3.91% (L + 3.70%) 4/2/2020 1/29/2032 1,000,000 811,343 1,004,981 0.4 % Total Collateralized Securities and Structured Products - Debt 14,250,000 12,937,788 13,615,501 5.4 % Total Debt Investments 602,858,811 $ 586,995,766 $ 600,051,331 237.0 % Number of Fair Percentage of Shares Cost Value Net Assets Short-Term Investments Fidelity Investments Money Market Government Portfolio - Institutional Class, 0.01% (8) 53,104,869 53,104,869 53,104,869 21.0 % Total Short-Term Investments 53,104,869 $ 53,104,869 $ 53,104,869 21.0 % Total Investments $ 640,100,635 $ 653,156,200 258.0 % Liabilities in Excess of Other Assets (400,011,229 ) (158.0 )% Net Assets $ 253,144,971 100.0 % (1) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. (2) Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. (3) As of December 31, 2020, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company. (4) Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2020, 15.5% of the Company’s total assets were in non-qualifying investments. (5) Investments or a portion of investments are unsettled as of December 31, 2020. (6) As of December 31, 2020, the tax cost of the Company’s investments approximates their amortized cost. (7) Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to the consolidated financial statements). (8) 7-day effective yield as of December 31, 2020. The accompanying notes are an integral part of these consolidated financial statements. F- 10 Palmer Square Capital BDC Inc. Notes to Consolidated Financial Statements Note 1. Organization Organization Palmer Square Capital BDC Inc. (the “Company”) is a financial services company that primarily lends to and invests in corporate debt securities of privately held companies, including small to large private U.S. companies. The Company was organized as a Maryland corporation on August 26, 2019 and is structured as an externally managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and, beginning with its taxable year ending December 31, 2020, the Company intends to elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1985, as amended (the “Code”). The Company commenced operations on January 23, 2020. Palmer Square BDC Funding I, LLC (“PS BDC Funding”) was formed on January 21, 2020 and entered into a senior, secured revolving credit facility with BofA N.A. Palmer Square BDC Funding II LLC (“PS BDC Funding II”) was formed on September 8, 2020 and entered into a senior, secured credit facility with Wells Fargo, National Association. The Company’s investment objective is to maximize total return, comprised of current income and capital appreciation. The Company’s current investment focus is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing in corporate debt securities and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured credit that typically owns corporate debt securities, including the equity and junior debt tranches of CLOs. To a limited extent, the Company may enter into derivatives transactions, which may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of the Company’s portfolio positions from changes in currency exchange rates and market interest rates or to earn income and enhance the Company’s total returns. The Company may receive or purchase warrants or rights to acquire equity or other securities in connection with making a debt investment in a company. During the period January 23, 2020 (Commencement of Operations) through December 31, 2020, the Company did not invest in any derivative contracts. The Company is externally managed by Palmer Square BDC Advisor LLC (the “Investment Advisor”), an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, pursuant to an investment advisory agreement between the Company and the Investment Advisor (the “Advisory Agreement”). The Investment Advisor, in its capacity as administrator (the “Administrator”), provides the administrative services necessary for the Company to operate pursuant to an administration agreement between the Company and the Administrator (the “Administration Agreement”). The Company’s fiscal year ends on December 31. The Company has two wholly-owned subsidiaries: PS BDC Funding, a special purpose wholly-owned subsidiary established for utilizing the Company’s revolving credit facility with BofA N.A., and PS BDC Funding II, a special purpose wholly-owned subsidiary established for utilizing the Company’s credit facility with Wells Fargo, National Association. These subsidiaries are consolidated in the financial statements of the Company. Note 2. Significant Accounting Policies The Company is an investment company and applies specific accounting and financial reporting requirements under Financial Accounting Standards Board (“FASB”) Accounting Standards Topic 946, Financial Services-Investment Companies . The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. F- 11 Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates. Indemnifications In the normal course of business, the Company enters into contracts that contain a variety of representations which provide general indemnifications. The Company’s maximum exposure under these arrangements cannot be known; however, the Company expects any risk of loss to be remote. Cash and Cash Equivalents Cash is comprised of cash on deposit with major financial institutions. Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company places its cash with high credit quality institutions to minimize credit risk exposure. Debt Issuance Costs The Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized over the life of the related debt instrument. Debt issuance costs are presented on the consolidated statement of assets and liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the consolidated statement of assets and liabilities as an asset until the debt liability is recorded. As of December 31, 2020, the balance of deferred financing costs was $2.1 million, included in Credit Facility (as defined below), net of $393.2 million on the consolidated statement of assets and liabilities. Income Taxes The Company has elected to be treated as a RIC under Subchapter M of the Code, for the taxable year ending December 31, 2020. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its stockholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one year period ending October 31 in such calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. F- 12 Interest and Dividend Income Recognition Interest income is recorded on the accrual basis and includes amortization of premiums or accretion of discounts. Discounts and premiums to par value on securities purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of premiums or accretion of discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees, paydown gains/losses and unamortized discounts are recorded as interest income in the current period. Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities and money market funds is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies. Other Income From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Investment Advisor provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies. In addition, the Company may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly consulting and performance- based fees. Offering Costs Offering costs in connection with the offering of common stock of the Company are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the commencement of operations, January 23, 2020. These expenses consist primarily of legal fees and other costs incurred with Company’s share offerings, the preparation of the Company’s registration statement, and registration fees. Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. New Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements. F- 13 Note 3. Agreements and Related Party Transactions Administration Agreement The Company has entered into the Administration Agreement with the Administrator. Pursuant to the Administration Agreement, the Administrator furnishes office facilities and equipment and provides clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services, which include being responsible for the financial and other records that the Company is required to maintain and preparing reports to stockholders and reports and other materials filed with the SEC. In addition, the Administrator assists the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports and other materials to stockholders, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, the Administrator also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted the offer to provide such assistance. Under the Administration Agreement, the Company reimburses the Administrator based upon its allocable portion of the Administrator’s overhead (including rent) in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the Company’s allocable portion of the cost of its officers (including the Company’s Chief Financial Officer and Chief Compliance Officer), and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley internal control assessment. In addition, if requested to provide managerial assistance to portfolio companies, the Administrator is reimbursed based on the services provided. The Administration Agreement has an initial term of two years and may be renewed with the approval of the Company’s board of directors (the “Board”). The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that the Administrator outsources any of its functions, the Company pays the fees associated with such functions on a direct basis without any incremental profit to the Administrator. In addition, the Administrator has, pursuant to a sub-administration agreement, engaged U.S. Bancorp Fund Services, LLC to act on behalf of the Company’s Administrator in the performance of certain other administrative services. The Company pays fees to U.S. Bancorp Fund Services, LLC pursuant to the sub-administration agreement. The Company has also engaged U.S. Bank, National Association or its affiliates (“US Bank”) directly to serve as custodian, transfer agent, distribution paying agent and registrar. Investment Advisory Agreement The Investment Advisor serves as the investment adviser of the Company and is registered as an investment adviser with the SEC. The Investment Advisor’s primary business is to provide a variety of investment management services, including an investment program for the Company. The Investment Advisor is responsible for all business activities and oversight of the investment decisions made for the Company. In return for providing management services to the Company, the Company pays the Investment Advisor a base management fee, calculated and paid quarterly in arrears at an annual rate of 2.00% of the average value of the weighted average (based on the number of shares outstanding each day in the quarter) of the Company’s total net assets at the end of the two most recently completed calendar quarters. For the Company’s first quarter, the base management fee was calculated based on the weighted average of total net assets as of such quarter-end. The base management fee for any partial quarter will be pro-rated based on the number of days actually elapsed in that quarter relative to the total number of days in such quarter. The Investment Advisor, however, has agreed to waive its right to receive management fees in excess of 1.75% of the total net assets during any period prior to the listing of the Company’s common stock on a national securities exchange (a “Listing”). If a Listing does not occur, such fee waiver will remain in place through liquidation of the Company. The Investment Advisor will not be permitted to recoup any waived amounts at any time and the waiver may only be modified or terminated prior to a Listing with the approval of the Board. F- 14 Additionally, pursuant to the Advisory Agreement, the Investment Advisor is not entitled to an incentive fee prior to a Listing. Following a Listing, the Investment Advisor will be entitled to an incentive fee (the “Income Incentive Fee”) based on the Company’s pre-incentive fee net investment income for the then most recently completed calendar quarter, as adjusted downward (but not upward) if over the most recently completed and three preceding calendar quarters aggregate net realized losses on the Company’s investments exceed the Company’s aggregate net investment income over the same period, excluding the most recently completed quarter, as described in more detail below. In this regard, if the Company’s net realized losses over the most recently completed and three preceding calendar quarters are greater than the Company’s net investment income over the same period, excluding the most recently completed quarter, then the pre-incentive fee net income used in the calculation of the Income Incentive Fee would be subject to a downward adjustment. The amount of the adjustment would be equal to the amount by which such net realized losses exceed such net investment income. On the other hand, if the Company’s net investment income over the most recently completed and three preceding calendar quarters is equal to or greater than the Company’s net realized losses over the same period, excluding the most recently completed quarter, then no adjustment to pre-incentive fee net investment income would be made. The Income Incentive Fee will be calculated and payable quarterly in arrears commencing with the first calendar quarter following a Listing. The Company will pay the Investment Advisor an Income Incentive Fee with respect to its “adjusted net investment income” in each calendar quarter as follows: ● no Income Incentive Fee in any calendar quarter in which the Company’s “adjusted net investment income” does not exceed an amount equal to a “hurdle rate” of 1.5% per quarter (6% annualized) of the Company’s total net assets at the end of that quarter (the “Hurdle Amount”); ● 100% of the Company’s “adjusted net investment income” with respect to that portion of such “adjusted net investment income,” if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 1.6875% by the Company’s total net asset value for the immediately preceding calendar quarter. The Catch-Up Amount is intended to provide the Investment Advisor with an incentive fee of 12.5% on all of the Company’s “adjusted net investment income” when the Company’s “adjusted net investment income” reaches the Catch-Up Amount in any calendar quarter; and ● for any calendar quarter in which the Company’s “adjusted net investment income” exceeds the Catch-Up Amount, the Income Incentive Fee shall equal 12.5% of the amount of the Company’s “adjusted net investment income” for the calendar quarter. “Adjusted net investment income” means the Company’s “pre-incentive fee net investment income” during the then most recently completed calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses” over the then most recently completed and three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the Listing) and (ii) the Company’s “net investment income” over the three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the Listing). No adjustment (downward or upward) will be made to “pre-incentive fee net investment income” if the difference between clause (i) minus clause (ii) is zero or negative. “Pre-incentive fee net investment income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the Income Incentive Fee). “Pre-incentive fee net investment income” includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash. F- 15 “Net realized losses” in respect of a particular period means the difference, if positive, between (i) the aggregate realized capital losses on the Company’s investments in such period and (ii) the aggregate realized capital gains on the Company’s investments in such period. “Net investment income” in respect of the particular period means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the particular period, minus operating expenses for the particular (including the base management fee, the Income Incentive Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock). “Net investment income” includes, in the case of investments with a deferred interest feature such as market discount, OID, debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash. The Income Incentive Fee amount, or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full calendar quarter. Note 4. Investments The following table presents the composition of the Company’s investment portfolio at amortized cost and fair value as of December 31, 2020: December 31, 2020 Amortized Fair Cost Value First-lien senior secured debt $ 554,650,131 $ 566,459,850 Second-lien senior secured debt 19,407,847 19,975,980 Collateralized securities and structured products - debt 12,937,788 13,615,501 Short-term investments 53,104,869 53,104,869 Total Investments $ 640,100,635 $ 653,156,200 As of December 31, 2020, approximately 17.0% of the investment portfolio at amortized cost and 17.2% of the investment portfolio measured at fair value, respectively, were invested in portfolio companies with foreign domiciles or non-controlled investment companies. With respect to the Company’s total assets, 15.5% of the Company’s total assets were in non-qualifying assets as defined by Section 55(a) of the 1940 Act as of December 31, 2020. F- 16 The industry composition of investments based on fair value, as a percentage of total investments at fair value, as of December 31, 2020 was as follows: December 31, 2020 Software 13.3 % Healthcare Providers and Services 12.0 % Short-Term Investments 8.1 % Insurance 7.7 % Professional Services 4.4 % Media 4.4 % Diversified Financial Services 3.7 % Hotels, Restaurants and Leisure 3.6 % Independent Power and Renewable Electricity Producers 3.2 % Diversified Consumer Services 3.2 % IT Services 3.1 % Commercial Services and Supplies 2.8 % Specialty Retail 2.4 % Containers and Packaging 2.4 % Health Care Technology 2.3 % Diversified Telecommunication Services 2.2 % Construction and Engineering 2.2 % Structured Note 2.1 % Chemicals 1.8 % Oil, Gas and Consumable Fuels 1.7 % Interactive Media and Services 1.5 % Metals and Mining 1.3 % Food Products 1.2 % Healthcare Equipment and Supplies 1.1 % Building Products 1.1 % Pharmaceuticals 1.0 % Wireless Telecommunication Services 0.9 % Leisure Products 0.8 % Electric Utilities 0.8 % Aerospace and Defense 0.7 % Construction Materials 0.6 % Internet and Direct Marketing Retail 0.5 % Technology Hardware, Storage and Peripherals 0.5 % Capital Markets 0.4 % Energy Equipment and Services 0.3 % Real Estate Investment Trusts (REITs) 0.3 % Textiles, Apparel and Luxury Goods 0.3 % Transportation Infrastructure 0.1 % Total 100.0 % F- 17 Note 5. Fair Value of Investments Fair value is defined as the price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. Accounting guidance emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 — Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities. Level 3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. Investments in private investment companies measured based upon net asset value as a practical expedient to determine fair value are not required to be categorized in the fair value hierarchy. As of December 31, 2020, there were no investments accounted for using the practical expedient. The inputs for the determination of fair value may require significant management judgment or estimation and are based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes, which 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 disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence. Pricing inputs and weightings applied to determine fair value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. F- 18 The following table presents the fair value hierarchy of investments as of December 31, 2020: Fair Value Hierarchy as of December 31, 2020 Investments: Level 1 Level 2 Level 3 Total First-lien senior secured debt $ - $ 566,459,850 $ - $ 566,459,850 Second-lien senior secured debt - 19,975,980 - 19,975,980 Collateralized securities and structured products - debt - 13,615,501 - 13,615,501 Short Term Investments 53,104,869 - - 53,104,869 Total Investments $ 53,104,869 $ 600,051,331 $ - $ 653,156,200 For the period from January 23, 2020 (Commencement of Operations) to December 31, 2020, the Company did not recognize any transfers to or from Level 3. Debt Not Carried at Fair Value The fair value of the Credit Facility, which would be categorized as Level 3 within the fair value hierarchy as of December 31, 2020, approximates its carrying value because the Credit Facility has variable interest based on selected short term rates. Note 6. Borrowings In accordance with the 1940 Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act, are at least 150% after such borrowing. As of December 31, 2020, the Company’s asset coverage ratio was 164%. On February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company, the “Borrowers”) entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions as lenders (“Lenders”), BofA N.A. as the Administrative Agent and BofA Securities, Inc. (“BofA Securities”), as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide the Company with a revolving line of credit (the “Credit Facility”). Under the Credit Facility, which matures on February 18, 2023, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount up to the Commitment (as defined in the Credit Agreement) amount. The Commitment amount for the Credit Facility was $200.0 million as of the closing date of the Credit Agreement and increased to $400.0 million on the one-month anniversary of the closing date, and further increased to $475.0 million on October 12, 2020. The Borrowers’ ability to draw under the Credit Facility is scheduled to terminate on February 11, 2023. All amounts outstanding under the Credit Facility are required to be repaid by February 18, 2023. As the Company raises additional capital, we may enter into additional credit agreements to expand our borrowing capacity. Debt obligations consisted of the following as of December 31, 2020: December 31, 2020 Aggregate Principal Committed Outstanding Principal Amount Available (1) Net Carrying Value (2) Credit Facility $ 475,000,000 $ 395,000,000 $ 80,000,000 $ 393,152,103 Total debt $ 475,000,000 $ 395,000,000 $ 80,000,000 $ 393,152,103 (1) The amount available reflects any limitations related to the Credit Facility’s borrowing base. (2) The carrying value of the Credit Facility is presented net of deferred financing costs of $2.122 million. F- 19 Average debt outstanding during the period January 23, 2020 (Commencement of Operations) through December 31, 2020, was $247.5 million. The loans under the Credit Facility may be base rate loans or eurocurrency rate loans. The base rate loans will bear interest at the base rate plus 1.30%, and the eurocurrency rate loans will bear interest at 1-month or 3-month LIBOR plus 1.30%. The “base rate” will be equal to the highest of (a) the federal funds rate plus ½ of 1%, (b) the prime rate, and (c) 1-month or 3-month LIBOR. The Credit Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest pursuant to base rate loans is payable quarterly in arrears, and interest pursuant to eurocurrency loans is payable either quarterly or monthly, as specified by the Borrowers in a loan notice pertaining thereto. The Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments during the first five months following the closing of the Credit Facility, and, thereafter, 1.80% for any unused Commitments above 70% of the total Commitments. Such fee is payable quarterly in arrears. The advance rate for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans that are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the Credit Agreement). For the period January 23, 2020 (Commencement of Operations) through December 31, 2020, the components of interest expense were as follows: For the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 Interest expense $ 4,344,142 Amortization of debt issuance costs 395,540 Total interest expense $ 4,739,682 Average interest rate 1.50 % PS BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the Credit Facility is subject to the leverage restrictions contained in the 1940 Act. The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to the Company. Wells Fargo Credit Facility On December 18, 2020, the Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding II” and together with the Company, the “WF Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with certain financial institutions as lenders (“WF Lenders”), Wells Fargo Bank, National Association as the administrative agent (“WFB”) and U.S. Bank National Association (“U.S. Bank”), as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide the Company with a line of credit (the “WF Credit Facility”). Under the WF Credit Facility, which matures on December 18, 2025, the WF Lenders have agreed to extend credit to PS BDC Funding II in an aggregate amount up to the Facility Amount (as defined in the Loan Agreement). The Facility Amount for the WF Credit Facility was $150.0 million as of the closing date of the Loan Agreement. The WF Borrowers’ ability to draw under the WF Credit Facility is scheduled to terminate on December 18, 2023. All amounts outstanding under the WF Credit Facility are required to be repaid by December 18, 2025. The loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and shall be eurocurrency rate loans unless such rate is unavailable, in which case the loans shall be base rate loans until such rate is available. Broadly Syndicated Loans will bear interest at the LIBOR or base rate, as applicable, plus 1.85%, and Middle Market Loans will bear interest at LIBOR or base rate, as applicable, plus 2.35%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 1/2 of 1% and (b) the prime rate. The Loan Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest is payable quarterly, as determined by the WFB as the administrative agent. The WF Loan Agreement requires the payment of a non-usage fee of (x) 0.50% multiplied by daily unused Facility Amounts during the first six months following the closing of the WF Credit Facility, (y) 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 50% of the Facility Amount and (ii) zero between six and twelve months following the closing of the WF Credit Facility, and, (z) thereafter, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 20% of the Facility Amount and (ii) zero. Such fee is payable quarterly in arrears. The applicable percentage for PS BDC Funding II’s Eligible Loans ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each such term is defined in the Loan Agreement). PS BDC Funding II has pledged all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility. Both the Company and PS BDC Funding II have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act. The obligations under the Loan Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, including in the event of a change of control of PS BDC Funding II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly or indirectly own a majority of the membership interests of the Investment Advisor. As of December 31, 2020, we had no principal outstanding and $150 million of available Commitments under the WF Credit Facility. F- 20 Note 7. Share Transactions Offering Proceeds During the period January 23, 2020 (Commencement of Operations) through December 31, 2020, the Company issued and sold 12,562,805 shares at an aggregate purchase price of $238.6 million. These amounts include shares issued in reinvestment. Distribution Reinvestment Plan The Company has adopted a dividend reinvestment plan that will provide for reinvestment of its dividends and other distributions on behalf of the Company’s stockholders, unless a stockholder elects to receive cash. As a result, if the Company’s Board authorizes, and the Company declares, a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions. Prior to a Listing, the Board will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan. The number of shares of common stock to be issued to a participant prior to a Listing would be equal to the quotient determined by dividing the cash value of the dividend payable to such stockholder by the net asset value per share as of the date such dividend was declared. After a Listing, the Board intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price per share at, below or above net asset value. However, the Board reserves the right to purchase shares in the open market in connection with the implementation of the dividend reinvestment plan. The number of newly issued shares to be issued to a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price per share of the Company’s common stock at the close of regular trading on a national securities exchange on the dividend payment date. Shares purchased in open market transactions by US Bank, the plan administrator and the Company’s transfer agent, registrar and dividend disbursing agent, will be allocated to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of the Company’s common stock purchased with respect to the dividend. A registered stockholder may elect to receive an entire distribution in cash by notifying US Bank in writing so that such notice is received by the plan administrator no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated form. There will be no brokerage charges or other charges to stockholders who participate in the plan. The plan administrator’s fees will be paid by the Company. Stockholders who receive dividends and other distributions in the form of stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders who elect to receive their distributions in cash. However, since a participating stockholder’s cash dividends will be reinvested, such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends. A stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend or other distribution from the Company will generally be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a dividend or other distribution will have a new holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. stockholder’s account. Participants may terminate their accounts under the plan by so notifying the plan administrator by submitting a letter of instruction terminating the participant’s account under the plan to US Bank. The plan may be terminated by the Company upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend by the Company. If participants withdraw from the plan or the plan is terminated, the plan administrator will cause the shares held for the participant under the plan to be delivered to the participant. If an investor holds common stock with a brokerage firm that does not participate in the plan, such investor will not be able to participate in the plan and any dividend reinvestment may be affected on different terms than those described above. Note 8. Commitments and Contingencies The Company had an aggregate of $1.3 million of unfunded commitments to provide debt financing to its portfolio companies as of December 31, 2020. As of December 31, 2020, there were no capital calls or draw requests made by the portfolio companies to fund these commitments. Such commitments are generally up to the Company’s discretion to approve or are subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and are not reflected in the Company’s consolidated statements of assets and liabilities. F- 21 A summary of the composition of the unfunded commitments as of December 31, 2020 is shown in the table below: Expiration Date (1) As of December 31, 2020 HAH Group Holding Company LLC 10/28/2027 $ 448,276 LBM Acquisition LLC 12/18/2027 272,727 OneDigital Borrower LLC 11/16/2027 539,063 Total unfunded commitments $ 1,260,066 (1) Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity. From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of December 31, 2020, management is not aware of any pending or threatened litigation. Note 9. Earnings Per Share In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of December 31, 2020, there were no dilutive shares. The following table sets forth the computation of basic and diluted earnings per share of common stock for the period January 23, 2020 (Commencement of Operations) through December 31, 2020: For the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 Net increase (decrease) in net assets resulting from operations $ 26,733,610 Weighted average shares of common stock outstanding - basic and diluted 11,156,932 Earnings (loss) per share of common stock - basic and diluted $ 2.40 Note 10. Income Taxes The Company has elected to be treated as a RIC under the Code beginning with the taxable year end December 31, 2020. As a RIC, the Company is not subject to federal income tax on the portion of its taxable income and gains distributed currently to its stockholders as dividends. As a RIC, the Company is also subject to a federal excise tax based on distributive requirements of its taxable income on a calendar year basis. Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% excise tax on such income, to the extent required. F- 22 The permanent differences for tax purposes from distributable earnings to additional paid in capital were reclassified for tax purposes for the tax year ended December 31, 2020. These reclassifications have no impact on net assets. For the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 Increase (decrease) in distributable earnings $ 376,094 Increase (decrease) in capital in excess of par value $ (376,094 ) The following reconciles net increase in net assets resulting from operations to taxable income for the period January 23, 2020 (Commencement of Operations) through December 31, 2020: For the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 Net increase (decrease) in net assets resulting from operations $ 26,733,610 Net change in unrealized appreciation (depreciation) from investments (13,055,565 ) Other book tax differences 113,697 Taxable income before deductions for distributions $ 13,791,742 For the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 Distributions paid from: Ordinary income $ 12,181,659 Capital gains - Return of Capital - Total $ 12,181,659 F- 23 For the period January 23, 2020 (Commencement of Operations) through December 31, 2020, the components of accumulated earnings on a tax basis were as follows: For the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 Undistributed net investment income (loss) $ 218,747 Undistributed capital gains 1,391,336 Capital loss carryforward 0 Other accumulated gain (loss) (109,386 ) Net unrealized appreciation (depreciation) 13,427,348 Total $ 14,928,045 Capital losses can be carried forward indefinitely to offset future capital gains. As of December 31, 2020, the Company had no capital loss carryforwards. As of December 31, 2020, the Company’s aggregate unrealized appreciation and depreciation on investments based on cost for U.S. federal income tax purposes was as follows: December 31, 2020 Tax cost 639,728,852 Gross unrealized appreciation 14,439,374 Gross unrealized depreciation (1,012,026 ) Net unrealized appreciation/(depreciation) on investments $ 13,427,348 The Company adopted FASB ASC Topic 740, Accounting for Uncertainty in Income Taxes (“ASC 740”) as of January 23, 2020, commencement of operations. ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. The Company recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. As of December 31, 2020, management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the Company’s current year tax return. The Company identifies its major tax jurisdictions as U.S. Federal, New York State, and New York City. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof. F- 24 Note 11. Financial Highlights The following per share of common stock data has been derived from information provided in the consolidated financial statements. The following is a schedule of financial highlights for the period January 23, 2020 (Commencement of Operations) through December 31, 2020: For the Period January 23, 2020 (Commencement of Operations) through December 31, 2020 Per Common Share Operating Performance Net Asset Value, Beginning of Period $ 20.00 Results of Operations: Net Investment Income (1) 1.32 Net Realized and Unrealized Gain (Loss) on Investments (1)(4) (0.19 ) Net Increase (Decrease) in Net Assets Resulting from Operations 1.13 Distributions to Common Stockholders Distributions from Net Investment Income (0.98 ) Net Decrease in Net Assets Resulting from Distributions (0.98 ) Net Asset Value, End of Period $ 20.15 Shares Outstanding, End of Period 12,562,805 Ratio/Supplemental Data Net assets, end of period $ 253,144,971 Weighted-average shares outstanding 11,156,932 Total Return (3) 4.29 % Portfolio turnover 63 % Ratio of operating expenses to average net assets without waiver (2) 5.69 % Ratio of operating expenses to average net assets with waiver (2) 5.44 % Ratio of net investment income (loss) to average net assets without waiver (2) 7.18 % Ratio of net investment income (loss) to average net assets with waiver (2) 7.43 % (1) The per common share data was derived by using weighted average shares outstanding. (2) The ratios reflect an annualized amount. (3) Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. Total return is not annualized and does not reflect sales load. Assumes reinvestment of distributions. (4) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Consolidated Statement of Operations due to share transactions during the period. F- 25 Note 12. Selected Quarterly Financial Data (Unaudited) The following are the quarterly results of operations for the period January 23, 2020 (Commencement of Operations) through December 31, 2020. The following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. For the Three Months Ended For the Period January 23, 2020 (Commencement of Operations) through March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Investment income $ 1,453,148 $ 6,409,072 $ 7,926,003 $ 9,680,353 Net expenses 1,202,558 2,786,675 3,500,556 3,282,001 Net investment income (loss) 250,590 3,622,397 4,425,447 6,398,352 Net realized gain (loss) on investments, and foreign currency transactions 218,390 384,174 (1,692,439 ) 71,134 Net unrealized gain (loss) on investments, foreign currency translations, and foreign currency contracts (33,997,916 ) 27,924,433 12,666,184 6,462,864 Increase (decrease) in net assets resulting from operations $ (33,528,936 ) $ 31,931,004 $ 15,399,192 $ 12,932,350 Net asset value per share as of the end of the quarter $ 16.16 $ 18.82 $ 19.79 $ 20.15 Note 13. Subsequent Events The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that require recognition or disclosure in these consolidated financial statements except for the following: Issuance of Common Stock On January 4, 2021, the Company issued and sold 99,256 shares of its common stock at an aggregate purchase price of $2,000,000. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof. On February 1, 2021, the Company issued and sold 1,349 shares of its common stock at an aggregate purchase price of $27,700. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof. Distributions On December 31, 2020, the Company declared a distribution of $0.31 per share, or $3,894,469, of which a cash distribution of $1,612,249 was payable on January 19, 2021 and the remainder was paid in common stock through the Company’s dividend reinvestment plan. F- 26 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable.