What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-11 compared with 2021-03-12 · 710 added, 587 removed, 141 unchanged (90% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

is currently no public market for our common stock, nor can we give any assurance that one will develop.

As of the date hereof,

none of our shares of common stock are subject to outstanding options or warrants, nor do we have any outstanding equity that

is convertible into shares of our common stock.

In addition, as of the date hereof, we have not granted any registration rights

to any of our stockholders.

No stock has been authorized for issuance under any equity compensation plans.

As of March 12, 2021, we had 131 record holders of our common

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is currently no public

market for our common stock, nor can we give any assurance that one will develop.

As of the date hereof, none of our shares of common

stock are subject to outstanding options or warrants, nor do we have any outstanding equity that is convertible into shares of our common

In addition, as of the date hereof, we have not granted any registration rights to any of our stockholders.

No stock has been

authorized for issuance under any equity compensation plans.

As of March 11, 2022, we had

210 record holders of our common stock.

Distributions

following table reflects the distributions declared on shares during the fiscal year ended December 31, 2020:

The following table reflects

the distributions declared on shares during the fiscal year ended December 31, 2021:

Distributions

Reinvestment Plan

Company has adopted a dividend reinvestment plan that provides 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.

to a Listing, the Board will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment

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.

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.

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.

will be no brokerage charges or other charges to stockholders who participate in the plan.

The plan administrator’s fees

are paid by the Company.

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

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.

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.

The following table reflects

the distributions declared on shares during the fiscal year ended December 31, 2020:

Distributions

Distribution Reinvestment Plan

The Company has adopted a

dividend reinvestment plan that provides 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 Board will examine the full facts and circumstances of each such dividend

to determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment

plan) that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including

by weighing the potential dilution in connection with such issuance to be incurred by the Company’s stockholders against the Company’s

need and usage of reinvested funds.

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

There will be no brokerage

charges or other charges to stockholders who participate in the plan.

The plan administrator’s fees are 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.

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.

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.

sales of Unregistered Securities

During the year ended

December 31, 2020, the Company issued and sold 12,562,805 shares of its common stock at an aggregate purchase price of approximately

$238.6 million.

The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act,

pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.

SELECTED FINANCIAL DATA

following selected consolidated financial data for the period from January 23, 2020 (commencement of operations) through December

31, 2020 is derived from our consolidated financial statements which have been audited by PricewaterhouseCoopers LLP, our independent

registered public accounting firm.

For the Period January 23, 2020 (Commencement of Operations) through

Total investment income

Total expenses

Management fee waiver

Net investment income

Net realized gains (losses) on investments

Net unrealized gains (losses) on investments

Net increase in net assets resulting from operations

Per share information - basic and diluted

Net investment income

Net realized and unrealized gain (loss) on investments

Net increase (decrease) in net assets resulting from operations

Distributions from net investment income

Balance sheet data:

Total return based on net asset value

Number of portfolio company investments at period end

Total portfolio investments at period end

Proceeds from sale of portfolio investments

data should be read in conjunction with our consolidated financial statements and related notes thereto and “

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

included elsewhere in this

Annual Report on Form 10-K.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

Stockholders can obtain additional information about the dividend reinvestment

plan by contacting US Bank via telephone at 1-866-775-9668 or by mailing a request to U.S.

Bank National Association, One Federal Street,

3rd Floor, Boston, Massachusetts 02110.

Recent sales of Unregistered Securities

During the year ended December

31, 2021, the Company issued and sold 10,007,526 shares of its common stock at an aggregate purchase price of approximately $206.6 million.

The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2)

and Rule 506(b) of Regulation D thereof.

Not applicable.

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion

1 unchanged sentence

appearing elsewhere in this Annual Report on Form 10-K.

Looking Statements

annual report on Form 10-K contains forward-looking statements that involve substantial known and unknown risks, uncertainties

and other factors.

Undue reliance should not be placed on such statements.

These forward-looking statements are not historical

facts, but rather are based on current expectations, estimates and projections about our company, our current and prospective

portfolio investments, our industry, our beliefs and our assumptions.

Forward Looking Statements

This annual report on Form

10-K contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors.

Undue reliance

should not be placed on such statements.

These forward-looking statements are not historical facts, but rather are based on current expectations,

estimates and projections about our company, our current and prospective portfolio investments, our industry, our beliefs and our assumptions.

Words such as “anticipates,”

13 unchanged sentences

“projects,”

and variations of these words and similar expressions are intended to identify forward-looking statements.

These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which

are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted

in the forward-looking statements, including:

future operating results;

business prospects and the prospects of our portfolio companies;

in political, economic or industry conditions, the interest rate environment or conditions

affecting the financial and capital markets, including changes from the impact of the

novel coronavirus (SARS-CoV-2) and related respiratory disease (“COVID-19”)

ability of the Investment Advisor to locate suitable investments for us and to monitor

and administer our investments;

ability of the Investment Advisor and its affiliates to attract and retain highly talented

professionals;

associated with possible disruptions in our operations or the economy generally;

timing of cash flows, if any, from the operations of the companies in which we invest;

ability of the companies in which we invest to achieve their objectives, including as

a result of the current COVID-19 pandemic;

ability to continue to effectively manage our business due to the disruptions caused

by the current COVID-19 pandemic;

dependence of our future success on the general economy and its effect on the industries

and variations of these words and similar expressions are intended

to identify forward-looking statements.

These statements are not guarantees of future performance and are subject to risks, uncertainties

and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially

from those expressed or forecasted in the forward-looking statements, including:

our future operating results;

our business prospects and the prospects of our portfolio companies;

changes in political, economic or industry conditions, the interest

rate environment or conditions affecting the financial and capital markets, including changes from the impact of the novel coronavirus

(SARS-CoV-2) and related respiratory disease (“COVID-19”) pandemic;

the ability of the Investment Advisor to locate suitable investments

for us and to monitor and administer our investments;

the ability of the Investment Advisor and its affiliates to attract

and retain highly talented professionals;

risk associated with possible disruptions in our operations or the

economy generally;

the timing of cash flows, if any, from the operations of the companies

in which we invest;

ability to maintain our qualification as a BDC and as a RIC under the Code;

use of borrowed money to finance a portion of our investments;

adequacy, availability and pricing of our financing sources and working capital;

or potential conflicts of interest with the Investment Advisor and its affiliates;

contractual arrangements and relationships with third parties;

current economic downturn, interest rate volatility, loss of key personnel, and the illiquid

nature of our investments;

risks, uncertainties and other factors we identify under “Item 1A.

the ability of the companies in which we invest to achieve their objectives,

including as a result of the current COVID-19 pandemic;

our ability to continue to effectively manage our business due to the

disruptions caused by the current COVID-19 pandemic;

the dependence of our future success on the general economy and its

effect on the industries in which we invest;

our ability to maintain our qualification as a BDC and as a RIC under

the use of borrowed money to finance a portion of our investments;

the adequacy, availability and pricing of our financing sources and

working capital;

actual or potential conflicts of interest with the Investment Advisor

and its affiliates;

our contractual arrangements and relationships with third parties;

the current economic downturn, interest rate volatility, loss of key

personnel, and the illiquid nature of our investments;

the risks, uncertainties and other factors we identify under “Item

Risk Factors”

and elsewhere in this annual report on Form 10-K.

we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could

prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate.

light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this annual report on Form

10-K should not be regarded as a representation by us that our plans and objectives will be achieved.

These risks and uncertainties

include those described or identified in the section entitled “Item 1A.

Although we believe that

the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate,

and as a result, the forward-looking statements based on those assumptions also could be inaccurate.

In light of these and other uncertainties,

the inclusion of a projection or forward-looking statement in this annual report on Form 10-K should not be regarded as a representation

by us that our plans and objectives will be achieved.

These risks and uncertainties include those described or identified in the section

entitled “Item 1A.

Risk Factors”

and elsewhere in this annual

report on Form 10-K.

You should not place undue reliance on these forward-looking statements, which apply only as of the date

of this annual report on Form 10-K.

Moreover, we assume no duty and do not undertake to update the forward-looking statements.

We are 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.

We were organized as a Maryland corporation on August 26, 2019 and are structured as an externally

managed, non-diversified closed-end management investment company.

We have elected to be regulated as a BDC under the 1940 Act

and, beginning with our taxable year ending December 31, 2020, we have elected to be treated as a RIC under Subchapter M of the

Code, and we expect to qualify as a RIC annually thereafter.

are externally managed by the Investment Advisor, an investment adviser that is registered with the SEC under the Advisers Act,

pursuant to the Advisory Agreement.

Subject to the supervision of our Board, a majority of which is made up of Independent Directors,

our Investment Advisor manages our day-to-day operations and provides us with investment advisory and management services and

certain administrative services.

The Investment Advisor, in its capacity as Administrator, provides the administrative services

necessary for us to operate pursuant to the Administration Agreement.

The Administrator has entered into the Sub-Administration

Agreement to delegate certain administrative functions to the Sub-Administrator.

Our Investment Advisor is a majority-owned subsidiary

of Palmer Square, which is a privately-held firm specializing in global alternative (non-traditional) investments with a total

return orientation.

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 our investment opportunities and core competencies:

(1) investing

in corporate debt securities and, to a lesser extent, (2) investing in CLO structured credit that typically owns corporate debt

securities, including the equity and junior debt tranches of CLOs.

To a limited extent, we 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 our portfolio positions from changes in currency exchange rates and

market interest rates or to earn income and enhance our total returns.

We may also receive or purchase warrants or rights to acquire

equity or other securities in connection with making a debt investment in a company.

We may also invest in other strategies and

opportunities from time to time that we view as attractive.

We will continue to evaluate other investment strategies in the ordinary

course of business with no specific top-down allocation to any single investment strategy.

generate revenue primarily in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments.

Our debt investments generally bear interest at a floating rate usually determined on the basis of a benchmark such as LIBOR.

Interest on debt securities is generally payable quarterly or semi-annually.

In some instances, we receive payments on our debt

investments based on scheduled amortization of the outstanding balances.

In addition, we receive repayments of some of our debt

investments prior to their scheduled maturity date.

The frequency or volume of these repayments is expected to fluctuate significantly

from period to period.

Our portfolio activity also reflects the proceeds of sales of securities.

We may also generate revenue

in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance

and consulting fees.

primary operating expenses include the payment of fees to the Investment Advisor under the Advisory Agreement, our allocable portion

of overhead and rental expenses under the Administration Agreement and other operating costs described below.

We bear all other

out-of-pocket costs and expenses of our operations and transactions, including:

and elsewhere in this annual report on Form 10-K.

You should not place undue reliance on

these forward-looking statements, which apply only as of the date of this annual report on Form 10-K.

Moreover, we assume no duty and

do not undertake to update the forward-looking statements.

We are a financial services

company that primarily lends to and invests in corporate debt securities of companies, including small to large private U.S.

We were organized as a Maryland corporation on August 26, 2019 and are structured as an externally managed, non-diversified closed-end

management investment company.

We have elected to be regulated as a BDC under the 1940 Act and, beginning with our taxable year ending

December 31, 2020, we have elected to be treated as a RIC under Subchapter M of the Code, and we expect to qualify as a RIC annually

We are externally managed

by the Investment Advisor, an investment adviser that is registered with the SEC under the Advisers Act, pursuant to the Advisory Agreement.

Subject to the supervision of our Board, a majority of which is made up of Independent Directors, our Investment Advisor manages our

day-to-day operations and provides us with investment advisory and management services and certain administrative services.

The Investment

Advisor, in its capacity as Administrator, provides the administrative services necessary for us to operate pursuant to the Administration

The Administrator has entered into the Sub-Administration Agreement to delegate certain administrative functions to the Sub-Administrator.

Our Investment Advisor is a majority-owned subsidiary of Palmer Square, which is a privately-held firm specializing in global alternative

(non-traditional) investments with a total return orientation.

Our 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 our investment opportunities and core competencies:

(1) investing in corporate debt securities and,

to a lesser extent, (2) investing in CLO structured credit that typically owns corporate debt securities, including the equity and junior

debt tranches of CLOs.

To a limited extent, we 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 our portfolio positions from changes in currency exchange rates and market interest rates or to earn income and enhance our total

We may also receive or purchase warrants or rights to acquire equity or other securities in connection with making a debt investment

in a company.

We may also invest in other strategies and opportunities from time to time that we view as attractive.

We will continue

to evaluate other investment strategies in the ordinary course of business with no specific top-down allocation to any single investment

We generate revenue primarily

in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments.

Our debt investments generally

bear interest at a floating rate usually determined on the basis of a benchmark such as LIBOR.

Interest on debt securities is generally

payable quarterly or semi-annually.

In some instances, we receive payments on our debt investments based on scheduled amortization of

the outstanding balances.

In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date.

The frequency or volume of these repayments is expected to fluctuate significantly from period to period.

Our portfolio activity also

reflects the proceeds of sales of securities.

We may also generate revenue in the form of commitment, origination, amendment, structuring

or due diligence fees, fees for providing managerial assistance and consulting fees.

Our primary operating expenses

include the payment of fees to the Investment Advisor under the Advisory Agreement, our allocable portion of overhead and rental expenses

under the Administration Agreement and other operating costs described below.

We bear all other out-of-pocket costs and expenses of our

operations and transactions, including:

interest expense and other costs associated with our indebtedness;

cost of calculating our net asset value, including the cost of any third-party valuation

cost of effecting sales and repurchases of shares of our common stock and other securities;

payable to third parties relating to making investments, including our Investment Advisor’s

or its affiliates’

travel expenses, research costs and out-of-pocket fees and expenses

associated with performing due diligence and reviews of prospective investments;

the cost of calculating our net asset value, including the cost of

any third-party valuation services;

the cost of effecting sales and repurchases of shares of our common

stock and other securities;

fees payable to third parties relating to making investments, including

our Investment Advisor’s or its affiliates’

travel expenses, research costs and out-of-pocket fees and expenses associated

with performing due diligence and reviews of prospective investments;

transfer agent and custodial fees;

operating costs incurred prior to the commencement of our operations;

● out-of-pocket

fees and expenses associated with marketing efforts;

and state registration fees and any stock exchange listing fees;

out-of-pocket fees and expenses associated with marketing efforts;

federal and state registration fees and any stock exchange listing

federal, state and local taxes;

● Independent

Directors’

Independent Directors’

fees and expenses;

commissions and markups;

bond, directors’

brokerage commissions and markups;

fidelity bond, directors’

and officers’

liability insurance and other insurance premiums;

costs, such as printing, mailing, long distance telephone and staff;

and expenses associated with independent audits and outside legal costs;

associated with our reporting and compliance obligations under the 1940 Act and other

applicable U.S.

liability insurance

and other insurance premiums;

direct costs, such as printing, mailing, long distance telephone and

fees and expenses associated with independent audits and outside legal

costs associated with our reporting and compliance obligations under

the 1940 Act and other applicable U.S.

federal and state securities laws;

expenses incurred by the Administrator or us in connection with administering our business,

including payments under the Administration Agreement that will be based upon our allocable

portion (subject to the review and approval of our Board) of overhead, including rental

and Investment Activity

of December 31, 2020, our weighted average total yield to maturity of debt and income producing securities at fair value was 4.96%,

and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 5.49%.

As of December 31, 2020, we had 202 debt and private investments

in 181 portfolio companies with an aggregate fair value of approximately $600.1 million.

Our investment activity

for the period January 23, 2020 (Commencement of Operations) through December 31, 2020 is presented below (information presented

herein is at amortized cost unless otherwise indicated).

other expenses incurred by the Administrator or us in connection with

administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject

to the review and approval of our Board) of overhead, including rental expenses.

Portfolio and Investment Activity

As of December 31, 2021, our weighted average total yield to maturity

of debt and income producing securities at fair value was 5.77%, and our weighted average total yield to maturity of debt and income producing

securities at amortized cost was 5.91%.

As of December 31, 2020,

our weighted average total yield to maturity of debt and income producing securities at fair value was 4.96%, and our weighted average

total yield to maturity of debt and income producing securities at amortized cost was 5.49%.

As of December 31, 2021, we

had 240 debt and equity investments in 212 portfolio companies with an aggregate fair value of approximately $1.1 billion.

As of December 31, 2020,

we had 202 debt and private investments in 181 portfolio companies with an aggregate fair value of approximately $600.1 million.

Our investment activity for

the year ended December 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December 31, 2020 is presented

below (information presented herein is at amortized cost unless otherwise indicated).

For the Period

January 23, 2020 (Commencement of Operations) through

(Commencement of Operations) through

New investments:

1 unchanged sentence

$ 926,351,937

$ 854,515,933

sold investments

(401,760,802 )

(268,256,929 )

Total new investments

2 unchanged sentences

$ 829,591,637

$ 810,935,108

Second-lien senior secured debt investments

Corporate bonds

Convertible bonds

Collateralized securities and structured products - debt

Collateralized securities and structured products - equity

Total principal amount of investments funded

Principal amount of investments sold:

Principal amount of investments sold or repaid:

First-lien senior secured debt investments

Second-lien senior secured debt investments

Corporate Bonds

Convertible bonds

Collateralized securities and structured products - debt

Total principal amount of investments sold or repaid

Our investment activity for

the year ended December 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December 31, 2020 is presented below

(information presented herein is at Par unless otherwise indicated).

New investment commitment refers to funded commitments in new securities

made during the year that remained outstanding as of December 31, 2021 and December 31, 2020 respectively.

For the Period

(Commencement of Operations) through

Number of new investment commitments

6 unchanged sentences

Weighted average interest rate on investment sold or paid down

of December 31, 2020, our investments consisted of the following:

(1) New CLO equity investments do not have an ascribed interest rate

Weighted Average Spread over SOFR as of December 31, 2021 is included in this calculation for three of the Company’s new floating rate investment commitments in the year ended December 31, 2021

As of December 31, 2021 and

December 31, 2020, our investments consisted of the following:

December 31, 2021

December 31, 2020

First-lien senior secured debt

1 unchanged sentence

$ 1,007,407,474

$ 554,650,131

$ 566,459,850

Second-lien senior secured debt

Collateralized securities and structured products - debt

Corporate Bonds

Convertible Bond

CLO Mezzanine

Short-term investments

2 unchanged sentences

$ 1,194,257,584

table below describes investments by industry composition based on fair value as of December 31, 2020:

$ 640,100,635

$ 653,156,200

The table below describes

investments by industry composition based on fair value as of December 31, 2021 and December 31, 2020:

Healthcare Providers and Services

Short-Term Investments

Cash and cash equivalents

Professional Services

Diversified Financial Services

Hotels, Restaurants and Leisure

Independent Power and Renewable Electricity Producers

Diversified Consumer Services

Commercial Services and Supplies

Specialty Retail

Building Products

Oil, Gas and Consumable Fuels

Healthcare Technology

Healthcare Equipment and Supplies

Containers and Packaging

Health Care Technology

Diversified Telecommunication Services

Diversified Financial Services

Construction and Engineering

Structured Subordinated Note

Structured Note

Oil, Gas and Consumable Fuels

Interactive Media and Services

Metals and Mining

Commercial Services and Supplies

Auto Components

Diversified Telecommunication Services

Internet Software and Services

Specialty Retail

Food Products

Healthcare Equipment and Supplies

Building Products

Electronic Equipment, Instruments and Components

Aerospace and Defense

Diversified Consumer Services

Pharmaceuticals

Industrial Conglomerates

Electrical Equipment

Real Estate Management and Development

Road and Rail

Wireless Telecommunication Services

Technology Hardware, Storage and Peripherals

Household Durables

Leisure Products

Electric Utilities

Aerospace and Defense

Textiles, Apparel and Luxury Goods

Interactive Media and Services

Construction Materials

Internet and Direct Marketing Retail

Technology Hardware, Storage and Peripherals

Capital Markets

1 unchanged sentence

Real Estate Investment Trusts (REITs)

Textiles, Apparel and Luxury Goods

Transportation Infrastructure

table below shows the weighted average yields and interest rate of our debt investments at fair value as of December 31, 2020:

Weighted average total

yield of debt and income producing securities

Weighted average interest rate

of debt and income producing securities

Weighted average spread over LIBOR

of all floating rate investments

of Operations

following table represents the operating results for the period January 23, 2020 (Commencement of Operations) through December

The table below shows the

weighted average yields and interest rate of our debt investments at fair value as of December 31, 2021 and December 31, 2020:

Weighted average total yield of debt and income producing securities

Weighted average interest rate of debt and income producing securities (1)

Weighted average spread over LIBOR of all floating rate investments (2)

CLO equity securities are considered income producing securities but do not have an ascribed interest rate, and therefore are excluded from the calculation

Weighted Average Spread over SOFR as of December 31, 2021 is included in this calculation for three of the Company’s new floating rate investment commitments in the year ended December 31, 2021

Results of Operations

The following table represents

the operating results for the year ended December 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December

For the Period

(Commencement

of Operations)

January 23, 2020

(Commencement of

Operations) through

Total investment income

2 unchanged sentences

Net change in unrealized gains (losses) on investments

Net increase (decrease) in net assets resulting from operations

income for the period January 23, 2020 (Commencement of Operations) through December 31, 2020, was as follows:

Net increase (decrease) in net assets resulting from

Investment Income

Investment income for the

year ended December 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December 31, 2020, was as follows:

For the Period

(Commencement

of Operations)

January 23, 2020

(Commencement of

Operations) through

Interest from investments

1 unchanged sentence

Total investment income

Comparative consolidated

financial statements are not presented as the Company commenced operations on January 23, 2020.

expenses for the period January 23, 2020 (Commencement of Operations) through December 31, 2020, was as follows:

For the year ended December

31, 2021, total investment income was driven by interest income from our investments.

For the period January 23, 2020 (Commencement of

Operations) through December 31, 2020, total investment income was driven by our deployment of capital and interest income from our investments.

The size of our investment portfolio at fair value increased from $0.00 as of January 23, 2020 to $600.1 million as of December 31, 2020.

The size of our investment portfolio at fair value increased from $600.1 million as of December 31, 2020 to $1.1 billion as of December

All debt and short-term investments were income producing, and there were no loans on non-accrual status as of December 31,

Operating expenses for the

year ended December 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December 31, 2020, was as follows:

For the Period

(Commencement

of Operations)

Interest expenses

January 23, 2020

(Commencement of

Operations) through

Interest and debt financing expenses

Management fees

3 unchanged sentences

Management fee waiver

Net expenses for the

period from January 23, 2020 (Commencement of Operations) through December 31, 2020 were $10.8 million which consisted of $3.9

million in management fees, $122 thousand in initial organization expenses, $2.4 million in other operating expense, and $4.7 million

in interest expenses offset by $493 thousand in management fee waiver from the Investment Advisor.

Change in Unrealized Gains (Losses) on Investments

We fair value our

portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses.

During the period January

23, 2020 (Commencement of Operations) through December 31, 2020, net unrealized gains (losses) on our investment portfolio were

comprised of the following:

Net expenses for the year

ended December 31, 2021 were $16.9 million, which consisted of $8.6 million in interest and debt financing, $6.4 million in management

fees, $2.6 million in other operating expenses, and $75 thousand in directors fees offset by $796 thousand in management fee waiver from

the Investment Advisor.

Interest expense increased

during the year ended December 31, 2021 as a result of an increase in outstanding debt.

Average debt outstanding increased from $247.5

million to $447.0 million for the period January 23, 2020 (Commencement of Operations) through December 31, 2020 and the year ended December

31, 2021, respectively.

Management fees increased due to a higher value of total net assets during the period.

Total net assets increased

from $253.1 million to $452.8 million as of December 31, 2020 and December 31, 2021, respectively.

Net expenses for the period

from January 23, 2020 (Commencement of Operations) through December 31, 2020 were $10.8 million, which consisted of $4.7 million in interest

and debt financing, $3.9 million in management fees, $122 thousand in initial organization expenses, $2.4 million in other operating expense,

and $80 thousand in directors fees offset by $493 thousand in management fee waiver from the Investment Advisor.

Net Change in Unrealized Gains (Losses) on

We fair value our portfolio investments quarterly and any changes in

fair value are recorded as unrealized gains or losses.

During the year ended December 31, 2021 and the period January 23, 2020 (Commencement

of Operations) through December 31, 2020, net unrealized gains (losses) on our investment portfolio were comprised of the following:

For the Period

(Commencement

of Operations)

January 23, 2020

(Commencement of

Operations) through

Unrealized gains on investments

Unrealized (losses) on investments

(14,751,982 )

Net change in unrealized gains (losses) on investments

The change in unrealized

appreciation (depreciation) for the period from January 23, 2020 (Commencement of Operations) through December 31, 2020 totaled

$13.1 million.

The change in net unrealized appreciation for the period from January 23, 2020 (Commencement of Operations) through

December 31, 2020 was related to the appreciation of our investments in Boxer Parent Company, Inc., CHG Healthcare Services, Inc,

and Traverse Midstream Partners, LLC among other existing portfolio investments.

Condition, Liquidity and Capital Resources

We anticipate cash

to be generated from the private offering of our common stock and other future offerings of securities (including an initial public

offering), and cash flows from operations, including interest earned from the temporary investment of cash in cash equivalents,

government securities and other high-quality debt investments that mature in one year or less.

Additionally, we are permitted,

under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our

asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance.

If we are unable to

obtain leverage or raise equity capital on terms that are acceptable to us, our ability to grow our portfolio could be substantially

Furthermore, while any indebtedness and senior securities remain outstanding, we may be required to prohibit any distribution

to our stockholders or the repurchase of shares unless we meet the applicable asset coverage ratios at the time of the distribution

or repurchase.

In connection with borrowings, our lenders, including under the Credit Facility and the WF Credit Facility, may

require us to pledge assets, investor commitments to fund capital calls and/or the proceeds of those capital calls.

such lenders may ask us to comply with positive or negative covenants that could have an effect on our operations.

During the period January 23, 2020 (Commencement of Operations)

through December 31, 2020, we experienced a net increase in cash and cash equivalents of $681 thousand.

During the period, net

cash used in operating activities was $623.2 million, primarily as a result of fundings of portfolio investments (excluding investments

in short-term money market funds) of $854.5 million, partially offset by proceeds received from sale of investments of $268.3 million.

We invested in short-term money market funds during the period, and as of the end of the period we held $53.1 million in fair value

of short-term money market funds.

During the same period, net cash provided by financing activities was $623.9 million, primarily

consisting of $395.3 million of net borrowing under the Credit Facility and proceeds from the issuance of common stock of $233.7

of December 31, 2020, we had cash and cash equivalents of $683 thousand.

As of December 31, 2020, we had $395 million principal

outstanding under the Credit Facility.

of December 31, 2020, we had aggregate capital commitments and undrawn capital commitments from investors as follows:

Capital Commitments

Commitments Funded

$ (8,527,786 )

The change in unrealized appreciation (depreciation) for the year ended

December 31, 2021 totaled $(8.5) million and the change in unrealized appreciation (depreciation) for the period from January 23,

2020 (Commencement of Operations) through December 31, 2020 totaled $13.1 million.

For the year ended December 31, 2021, this consisted

of net unrealized depreciation of $864 thousand related to existing portfolio investments and unrealized appreciation of $2.7 million

related to new portfolio investments, and net unrealized depreciation of $10.4 million related to exited portfolio investments (a portion

of which has been reclassified to realized gains).

The change in net unrealized appreciation for the period from January 23, 2020 (Commencement

of Operations) through December 31, 2020 was related to the appreciation of our investments in Boxer Parent Company, Inc., CHG Healthcare

Services, Inc, and Traverse Midstream Partners, LLC among other existing portfolio investments.

Financial Condition, Liquidity and Capital

We anticipate cash to be generated

from the private offering of our common stock and other future offerings of securities (including an initial public offering), and cash

flows from operations, including interest earned from the temporary investment of cash in cash equivalents, U.S.

government securities

and other high-quality debt investments that mature in one year or less.

Additionally, we are permitted, under specified conditions, to

issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940

Act, is at least equal to 150% immediately after each such issuance.

If we are unable to obtain leverage or raise equity capital on terms

that are acceptable to us, our ability to grow our portfolio could be substantially impacted.

Furthermore, while any indebtedness and

senior securities remain outstanding, we may be required to prohibit any distribution to our stockholders or the repurchase of shares

unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase.

In connection with borrowings, our

lenders, including under the BoA Credit Facility and the WF Credit Facility, may require us to pledge assets, investor commitments to

fund capital calls and/or the proceeds of those capital calls.

In addition, such lenders may ask us to comply with positive or negative

covenants that could have an effect on our operations.

During the year ended December

31, 2021, we experienced a net increase in cash and cash equivalents of $411 thousand.

During the period, net cash used in operating activities

was $438 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term money market funds)

of $926.4 million, partially offset by proceeds received from sale of investments of $406.8 million.

We invested in short-term money market

funds during the period, and as of the end of the period we held $78.1 million in fair value of short-term money market funds.

the same period, net cash provided by financing activities was $438.4 million, primarily consisting of $256.6 million of net borrowing

under the BoA Credit Facility and WF Credit Facility and proceeds from the issuance of common stock of $188.9 million, partially offset

by distributions paid in cash of $6.3 million.

During the period January 23, 2020 (Commencement of Operations) through

December 31, 2020, we experienced a net increase in cash and cash equivalents of $681 thousand.

During the period, net cash used in operating

activities was $623.2 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term money market

funds) of $854.5 million, partially offset by proceeds received from sale of investments of $268.3 million.

We invested in short-term

money market funds during the period, and as of the end of the period we held $53.1 million in fair value of short-term money market funds.

During the same period, net cash provided by financing activities was $623.9 million, primarily consisting of $395.3 million of

net borrowing under the BoA Credit Facility and proceeds from the issuance of common stock of $233.7 million

As of December 31, 2021 and

December 31, 2020, we had cash and cash equivalents of $1.1 million and $683 thousand, respectively.

As of December 31, 2021, we had $552

million principal outstanding under the BoA Credit Facility and $100 million principal outstanding under the WF Credit Facility.

December 31, 2020, we had approximately $395 million principal outstanding under the BoA Credit Facility and no principal outstanding

under the WF Credit Facility.

During the year ended December

31, 2021 and the period January 23, 2020 (Commencement of Operations) through December 31, 2020, we had aggregate capital commitments

and undrawn capital commitments from investors as follows:

December 31, 2021

December 31, 2020

Unfunded Capital

Commitments (1)

Unfunded Capital

Commitments(2)

$ 193,511,571

$ 235,670,000

100% of the unfunded commitments were drawn down in January 2022.

100% of the unfunded commitments were drawn down in January 2021.

As a BDC, we are required

to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and

any preferred stock that we may issue in the future, of at least 150%.

If this ratio declines below 150%, we cannot incur additional

debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so.

to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any

preferred stock that we may issue in the future, of at least 150%.

If this ratio declines below 150%, we cannot incur additional debt

and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so.

As of December 31,

2021, our asset coverage ratio was 170%.

Contributions

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.

The amount includes shares issued in

reinvestment.

Capital Contributions

During the year ended December

31, 2021 and the period January 23, 2020 (Commencement of Operations) through December 31, 2020, the Company issued and sold 10,007,526

shares at an aggregate purchase price of $206.6 million and 12,562,805 shares at an aggregate purchase price of $238.6 million, respectively.

These amounts include shares issued in reinvestment.

Financing Arrangements

Bank of America Credit Facility

February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding, entered into the Credit Agreement

with the Lenders, BofA N.A.

as the administrative agent and 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, 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.

On February 18, 2020, the

Company, through a special purpose wholly-owned subsidiary, PS BDC Funding, entered into the Credit Agreement with the Lenders, BofA

as the administrative agent and 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.

Under the BoA Credit Facility,

which matures on February 18, 2025, 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 BoA Credit Facility was $200.0 million as of the closing date

of the Credit Agreement, increased to $400.0 million on the one-month anniversary of the closing date, further increased to $475.0 million

on October 12, 2020, and further increased to $725 million on September 29, 2021.

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.

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 LIBOR plus 1.30%.

ability to draw under the BoA Credit

Facility is scheduled to terminate on February 11, 2025.

All amounts outstanding under the BoA Credit Facility are required to be repaid

by February 18, 2025.

The loans under the BoA Credit Facility may be base rate loans or eurocurrency

The base rate loans will bear interest at the base rate plus 1.30%, and the eurocurrency rate loans will bear interest at

LIBOR plus 1.30%.

The “base rate”

will be equal to the highest of (a) the federal funds rate plus

1/2 of 1%, (b) the prime rate and (c) LIBOR.

will be equal to the highest of (a) the federal funds rate plus 1/2 of 1%, (b) the prime

rate and (c) 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.

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 until the four-month anniversary of the Second Amendment to the Credit Agreement.

Thereafter, the commitment fee

is 0.50% on unused Commitments up to 30% of the BoA Credit Facility, and 1.30% on unused Commitments in excess of 30% of the BoA Credit

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).

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.

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.

of December 31, 2020, we had approximately $395 million principal outstanding and $80 million of available Commitments under the

Credit Facility, and PS BDC Funding was in compliance with the applicable covenants in the Credit Facility on such date.

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).

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 BoA Credit Facility.

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 BoA Credit Facility is subject to the

leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions

The custodian of the assets pledged to BofA N.A.

pursuant to the BoA Credit Facility is U.S.

Bank National Administration.

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.

As of December 31, 2021, we

had approximately $552 million principal outstanding and $173 million of available Commitments under the BoA Credit Facility, and PS BDC

Funding was in compliance with the applicable covenants in the BoA Credit Facility on such date.

Wells Fargo Credit Facility

On December 18, 2020, the Company, through

a special purpose wholly-owned subsidiary, PS BDC Funding II, entered into the Loan Agreement with the WF Lenders, WFB as the administrative

agent and U.S.

Bank, as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide the Company with a line

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).

On December 18, 2020, the

Company, through a special purpose wholly-owned subsidiary, PS BDC Funding II, entered into the Loan Agreement with the WF Lenders, WFB

as the administrative agent and U.S.

Bank, as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide the

Company with a line of credit.

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

3 unchanged sentences

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

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

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.

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.

Following the

Second Amendment of the WF Credit Facility, the Loan Agreement requires the payment of a non-usage fee of (x) during the first thirteen

months following the closing of the WF Credit Facility, 0.50% multiplied by daily unused Facility Amounts, (y) between thirteen and sixteen

months following the closing of the WF Credit Facility, 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, 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.

the extent that we have income available, we intend to distribute quarterly dividends to our stockholders.

Our quarterly dividends,

if any, will be determined by our Board.

Any dividends to our stockholders will be declared out of assets legally available for

distribution.

Beginning with our

taxable year ending December 31, 2020 we have elected to be treated as a RIC under the Code, and we expect to qualify as a RIC

annually thereafter.

To obtain and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders

in respect of each taxable year of an amount at least equal to 90% of the sum of our net ordinary income and net short-term capital

gains in excess of our net long-term capital losses (“investment company taxable income”), determined without regard

to any deduction for dividends paid.

In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute

dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of:

(1) 98% of our net ordinary

income (taking into account certain deferrals and elections) for such calendar year;

(2) 98.2% of our capital gains in excess

of capital losses (“capital gain net income”), adjusted for certain ordinary losses, generally for the one-year period

ending on October 31 of such calendar year;

and (3) any net ordinary income and capital gain net income for preceding years that

were not distributed during such years and on which we previously paid no U.S.

The WF Credit Facility includes the option to downsize the

facility by paying a Commitment Reduction Fee.

The Fee is equal to 2.00% of the facility reduction amount prior to the one year anniversary

of the closing of the WF Credit Facility, and 1.00% thereafter.

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 and U.S.

Bank acts as the custodian of such assets.

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 and PS BDC Funding II complies

with 1940 Act provisions relating to affiliated transactions and custody.

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, 2021, we

had approximately $100 million outstanding and $50 million of available Commitments under the WF Credit Facility, and PS BDC Funding II

was in compliance with the applicable covenants in the WF Credit Facility on such date.

Distribution Policy

To the extent that we have

income available, we intend to distribute quarterly dividends to our stockholders.

Our quarterly dividends, if any, will be determined

by our Board.

Any dividends to our stockholders will be declared out of assets legally available for distribution.

We have elected to be treated,

and intend to operate in a manner so as to continuously qualify, as a RIC under the Code.

To obtain and maintain RIC tax treatment, among

other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount at least equal to 90% of

the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses (“investment

company taxable income”), determined without regard to any deduction for dividends paid.

In order to avoid certain excise taxes

imposed on RICs, we currently intend to distribute dividends to our stockholders in respect of each calendar year of an amount at least

equal to the sum of:

(1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year;

(2) 98.2% of our capital gains in excess of capital losses (“capital gain net income”), adjusted for certain ordinary losses,

generally for the one-year period ending on October 31 of such calendar year;

and (3) any net ordinary income and capital gain net income

for preceding years that were not distributed during such years and on which we previously paid no U.S.

federal income tax.

Under certain applicable provisions

of the Code and U.S.

Treasury regulations, distributions payable in cash or in shares of stock at the election of the stockholders

are treated as taxable dividends.

The Internal Revenue Service has published guidance indicating that this rule will apply even

where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution.

Under this guidance

if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among

the stockholders electing to receive cash (with the balance of the distribution paid in stock).

Under certain

applicable provisions of the Code and U.S.

Treasury regulations, distributions payable in cash or in shares of stock at the election

of the stockholders are treated as taxable dividends.

The Internal Revenue Service has published guidance indicating that this rule will

apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution.

guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated

among the stockholders electing to receive cash (with the balance of the distribution paid in stock).

If we decide to make any distributions

consistent with this guidance that are payable in part in its stock, taxable stockholders receiving such dividends will be required

to include the full amount of the dividend (whether received in cash, shares of our stock, or a combination thereof) as ordinary

income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent

of our current and accumulated earnings and profits for U.S.

consistent with this guidance that are payable in part in stock, taxable stockholders receiving such dividends will be required to include

the full amount of the dividend (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term

capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated

earnings and profits for U.S.

federal income tax purposes.

As a result, a U.S.

stockholder may

be required to pay tax with respect to such dividends in excess of any cash received.

stockholder sells the stock it

receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend,

depending on the value of our stock at the time of the sale.

stockholder may be required to pay tax with respect to

such dividends in excess of any cash received.

stockholder sells the stock it receives in order to pay this tax, the sales

proceeds may be less than the amount included in income with respect to the dividend, depending on the value of our stock at the time

Furthermore, with respect to non-U.S.

stockholders, the Company may

be required to withhold U.S.

tax with respect to such dividends, including in respect of all or a portion of such dividend that

is payable in stock.

currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses),

if any, at least annually out of the assets legally available for such distributions.

However, we may decide in the future to

retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains

as deemed distributions to our stockholders.

If this happens, our stockholders will be treated for U.S.

federal income tax purposes

as if they had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in

In this situation, our stockholders would be eligible to claim a tax credit equal to their allocable share of the tax we paid

on the capital gains deemed distributed to them.

We may not be able to achieve operating results that will permit us to pay any

cash distributions, and if we issue senior securities, we will be prohibited from making distributions if doing so would cause

us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the terms

of any of our borrowings.

have adopted a dividend reinvestment plan that will provide for reinvestment of our dividends and other distributions on behalf

of our stockholders, unless a stockholder elects to receive cash.

As a result, if our Board authorizes, and we declare, 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 our common stock, rather

than receiving cash dividends and distributions.

to a Listing, the Board will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment

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.

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 our 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 our 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 our common stock purchased with respect to the dividend.

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.

Accounting Policies

stockholders, the Company may be required to withhold U.S.

tax with respect to such

dividends, including in respect of all or a portion of such dividend that is payable in stock.

For these excise tax purposes,

we will be deemed to have distributed any net ordinary taxable income or capital gain net income on which we have paid U.S.

federal income

Depending on the level of taxable income earned in a calendar year, we may choose to carry forward taxable income for distribution

in the following calendar year, and pay any applicable U.S.

federal excise tax.

We may not be able to achieve results that will permit

the payment of cash distributions.

We currently intend to distribute

net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the

assets legally available for such distributions.

However, we may decide in the future to retain such capital gains for investment, incur

a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders.

happens, our stockholders will be treated for U.S.

federal income tax purposes as if they had received an actual distribution of the

capital gains that we retain and reinvested the net after tax proceeds in us.

In this situation, our stockholders would be eligible to

claim a tax credit equal to their allocable share of the tax we paid on the capital gains deemed distributed to them.

We may not be able

to achieve operating results that will permit us to pay any cash distributions, and if we issue senior securities, we will be prohibited

from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such

distributions are limited by the terms of any of our borrowings.

We have adopted a dividend

reinvestment plan that will provide for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a

stockholder elects to receive cash.

As a result, if our Board authorizes, and we declare, 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 our 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 Board will examine the full facts and circumstances of each such dividend

to determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment

plan) that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including

by weighing the potential dilution in connection with such issuance to be incurred by the Company’s stockholders against the Company’s

need and usage of reinvested funds.

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 our 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 our 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 our 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

Critical Accounting Policies

Our consolidated financial

statements are prepared in conformity with accounting principles generally accepted in the United States of America, which requires

us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated

financial statements and the reported amounts of revenues and expenses during the reporting periods.

Critical accounting

policies are those that require the application of management’s most difficult, subjective, or complex judgments, often

because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent

The preparation of these financial statements will require management to make estimates and assumptions that affect the

reported amounts of assets, liabilities, revenues and expenses.

Changes in the economic environment, financial markets and any

other parameters used in determining such estimates could cause actual results to differ.

In addition to the discussion below,

we have described our critical accounting policies in the notes to our consolidated financial statements.

of Portfolio Investments

procedures established by our Board, we value investments for which market quotations are readily available at such market quotations.

Assets listed on an exchange will be valued at their last sales prices as reported to the consolidated quotation service at 4:00

eastern time on the date of determination.

If no such sales of such securities occurred, such securities will be valued at

the mean between the last available bid and ask prices as reported by an independent, third party pricing service on the date

of determination.

Debt and equity securities that are not publicly traded or whose market prices are not readily available are

valued at fair value, subject at all times to the oversight and approval of our Board.

Such determination of fair values may involve

subjective judgments and estimates, although we will also engage independent valuation providers to review the valuation of each

portfolio investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation

at least once annually.

With respect to unquoted securities, our Investment Advisor, together with our independent valuation advisors,

and subject at all times to the oversight and approval of our Board, will value each investment considering, among other measures,

discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors.

to Level 3 assets, we intend to retain one or more independent providers of financial advisory services to assist the Investment

Advisor and the Board by performing certain limited third-party valuation services.

We may appoint additional or different third-party

valuation firms in the future.

an external event such as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued

portfolio company or comparable company, our Board will use the pricing indicated by the external event to corroborate and/or

assist us in our valuation.

Because we expect that there will not be a readily available market for many of the investments in

our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by our Board using

a documented valuation policy and a consistently applied valuation process.

Due to the inherent uncertainty of determining the

fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly

from the values that would have been used had readily available market quotations existed for such investments, and the differences

could be material.

respect to investments for which market quotations are not readily available, our Investment Advisor will undertake a multi-step

valuation process each quarter, as described below:

for which no such market prices are available or reliable will be preliminarily valued

at such value as the Investment Advisor may reasonably determine, which may include third

party valuations;

audit committee of our Board (the “Audit Committee”) will then review these

preliminary valuations;

least once annually, the valuation for each portfolio investment that constitutes a material

portion of our portfolio and that does not have a readily available market quotation

will be reviewed by an independent valuation firm;

Board will then discuss valuations and determine the fair value of each investment in

our portfolio in good faith, based on the input of our Investment Advisor, the respective

independent valuation firms and the Audit Committee.

values assigned to securities and other assets by the Board will be binding on all stockholders.

Net Realized Gains or Losses and

Net Change in Unrealized Appreciation or Depreciation

We measure 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.

Realized gains and losses from securities transactions and unrealized appreciation and depreciation of

securities are determined using the identified cost basis method for financial reporting.

statements are prepared in conformity with accounting principles generally accepted in the United States of America, which requires us

to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial

statements and the reported amounts of revenues and expenses during the reporting periods.

Critical accounting policies

are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need

to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods.

The preparation

of these financial statements will require management to make estimates and assumptions that affect the reported amounts of assets, liabilities,

revenues and expenses.

Changes in the economic environment, financial markets and any other parameters used in determining such estimates

could cause actual results to differ.

In addition to the discussion below, we have described our critical accounting policies in the

notes to our consolidated financial statements.

Valuation of Portfolio Investments

Under procedures established

by our Board, we value investments for which market quotations are readily available at such market quotations.

Assets listed on an exchange

will be valued at their last sales prices as reported to the consolidated quotation service at 4:00 P.M.

eastern time on the date of

determination.

If no such sales of such securities occurred, such securities will be valued at the mean between the last available bid

and ask prices as reported by an independent, third party pricing service on the date of determination.

Debt and equity securities that

are not publicly traded or whose market prices are not readily available are valued at fair value, subject at all times to the oversight

and approval of our Board.

Such determination of fair values may involve subjective judgments and estimates, although we will also engage

independent valuation providers to review the valuation of each portfolio investment that constitutes a material portion of our portfolio

and that does not have a readily available market quotation at least once annually.

With respect to unquoted securities, our Investment

Advisor, together with our independent valuation advisors, and subject at all times to the oversight and approval of our Board, will

value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies

that are public and other factors.

With respect to Level 3 assets, we intend to retain one or more independent providers of financial

advisory services to assist the Investment Advisor and the Board by performing certain limited third-party valuation services.

appoint additional or different third-party valuation firms in the future.

When an external event such

as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio company or comparable

company, our Board will use the pricing indicated by the external event to corroborate and/or assist us in our valuation.

expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our

portfolio investments at fair value as determined in good faith by our Board using a documented valuation policy and a consistently applied

valuation process.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available

market value, the fair value of our investments may differ significantly from the values that would have been used had readily available

market quotations existed for such investments, and the differences could be material.

With respect to investments

for which market quotations are not readily available, our Investment Advisor will undertake a multi-step valuation process each quarter,

as described below:

Securities for which no such market prices are available or reliable

will be preliminarily valued at such value as the Investment Advisor may reasonably determine, which may include third party valuations;

The audit committee of our Board (the “Audit Committee”)

will then review these preliminary valuations;

At least once annually, the valuation for each portfolio investment

that constitutes a material portion of our portfolio and that does not have a readily available market quotation will be reviewed

by an independent valuation firm;

Our Board will then discuss valuations and determine the fair value

of each investment in our portfolio in good faith, based on the input of our Investment Advisor, the respective independent valuation

firms and the Audit Committee.

All values assigned to securities

and other assets by the Board will be binding on all stockholders.

Net Realized Gains or Losses and Net Change

in Unrealized Appreciation or Depreciation

We measure 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.

Realized gains

and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the identified

cost basis method for financial reporting.

Related Party Transactions

We have entered into

the Advisory Agreement with the Investment Advisor and the Administration Agreement with the Investment Advisor (in such capacity,

the Administrator).

We have entered into the

Advisory Agreement with the Investment Advisor and the Administration Agreement with the Investment Advisor (in such capacity, the Administrator).

Christopher D.

Long and Jeffrey D.

Fox, each an interested member of our Board, have an indirect pecuniary

interest in the Investment Advisor.

The Investment Advisor is a registered investment adviser under the Advisers Act that is wholly

owned by Palmer Square.

Fox, each an interested member of our Board, have an indirect pecuniary interest in the Investment

The Investment Advisor is a registered investment adviser under the Advisers Act that is majority-owned by Palmer Square.

Agreements and Related Party Transactions –

Administration Agreement ”

Investment Advisory Agreement ”

Advisory Agreement ”

in the notes to the accompanying consolidated financial statements.

have certain contracts under which we have material future commitments.

We have entered into the Advisory Agreement with the Investment

Advisor in accordance with the 1940 Act.

Payments for investment advisory services under the Advisory Agreement are equal to (a)

a base management fee calculated at an annual rate of 2.0% of the average value of the weighted average of our total net assets

at the end of the two most recently completed quarters and (b) an incentive fee based on our performance.

The Investment Advisor

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

We have entered into an Administration Agreement with the Administrator to serve as our administrator.

the Administration Agreement, the Administrator furnishes us with office facilities and equipment, provides us with clerical,

bookkeeping and recordkeeping services at such facilities, and provides us with other services necessary for us to operate or

has engaged a third-party firm to perform some or all of these functions.

summary of our significant contractual payment obligations related to the repayment of our outstanding indebtedness at December

31, 2020 is as follows:

Due by Period

After 5 years

Facility, Net

Contractual Obligations

We have certain contracts

under which we have material future commitments.

We have entered into the Advisory Agreement with the Investment Advisor in accordance

with the 1940 Act.

Payments for investment advisory services under the Advisory Agreement are equal to (a) a base management fee calculated

at an annual rate of 2.0% of the average value of the weighted average of our total net assets at the end of the two most recently completed

quarters and (b) an incentive fee based on our performance.

The Investment Advisor 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 a Listing.

We have entered into an Administration Agreement

with the Administrator to serve as our administrator.

Pursuant to the Administration Agreement, the Administrator furnishes us with office

facilities and equipment, provides us with clerical, bookkeeping and recordkeeping services at such facilities, and provides us with

other services necessary for us to operate or has engaged a third-party firm to perform some or all of these functions.

A summary of our significant

contractual payment obligations related to the repayment of our outstanding indebtedness at December 31, 2021 is as follows:

Payments Due by Period

BoA Credit Facility, Net

$ 550,262,297

contractual obligations

WF Credit Facility, Net

Total contractual obligations

$ 649,910,497

Sheet Arrangements

commitments to provide funds to portfolio companies are not recorded on our consolidated statements of assets and liabilities.

Our unfunded commitments may be significant from time to time.

Unfunded commitments may expire without being drawn upon and the

total commitment amount does not necessarily represent future cash requirements.

As of December 31, 2020, we had three

unfunded commitments totaling $1.3 million.

Off-Balance Sheet Arrangements

Unfunded commitments to provide

funds to portfolio companies are not recorded on our consolidated statements of assets and liabilities.

Our unfunded commitments may

be significant from time to time.

Unfunded commitments may expire without being drawn upon and the total commitment amount does not necessarily

represent future cash requirements.

As of December 31, 2021 and December 31, 2020, we had nine unfunded commitments totaling $11.3 million,

and three unfunded commitments totaling $1.3 million, respectively.

See “Note 8.

Commitments and Contingencies”

notes to the accompanying consolidated financial statements for specific identification of the unfunded commitments.

we maintain sufficient liquidity in the form of cash (including restricted cash, if any), receivables and borrowing capacity to

fund these unfunded commitments should the need arise.

the notes to the accompanying consolidated financial statements for specific identification of the unfunded commitments.

We believe we

maintain sufficient liquidity in the form of cash (including restricted cash, if any), receivables and borrowing capacity to fund these

unfunded commitments should the need arise.

See Financial Condition, Liquidity and Capital Resources above.

than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-

balance sheet financings or liabilities.

Other than contractual commitments

and other legal contingencies incurred in the normal course of our business, we do not have any off- balance sheet financings or liabilities.

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity