What changed in this filing

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Item 9A. Controls and Procedures

2023-03-10 compared with 2022-03-11 · 382 added, 406 removed, 299 unchanged (72% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the

participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act),

as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief

Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance

Our management, with the participation

of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end

of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer

have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

Internal Control Over Financial Reporting

3 unchanged sentences

Our internal control over financial

reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of our financial statements for external reporting purposes in accordance with GAAP.

Internal control over financial reporting includes

those policies and procedures that:

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect

the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made

only in accordance with authorizations of management and directors of the company;

reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

our financial statements for external reporting purposes in accordance with GAAP.

Internal control over financial reporting includes those

policies and procedures that:

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions

and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect

on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on

the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Management (with the participation

of our Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of our internal control over

financial reporting based on the framework in Internal Control —

Integrated Framework issued in 2013 by the Committee of

financial reporting based on the framework in Internal Control — Integrated Framework issued in 2013 by the Committee of

Sponsoring Organizations of the Treadway Commission.

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There have been no changes

in our internal control over financial reporting during our fiscal quarter ended December 31, 2021 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

in our internal control over financial reporting during our fiscal quarter ended December 31, 2022 that have materially affected, or are

reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

Certain information with

respect to the directors of the Company is set forth below, including their names, ages, a brief description of their recent business

experience, including present occupations and employment, certain directorships that each person holds, and the year in which each person

became a director.

Certain information with respect

to the directors of the Company is set forth below, including their names, ages, a brief description of their recent business experience,

including present occupations and employment, certain directorships that each person holds, and the year in which each person became a

For purposes of this presentation,

our directors have been divided into two groups –

independent directors and interested directors.

Interested directors are “interested

persons”

as defined in the 1940 Act.

our directors have been divided into two groups – independent directors and interested directors.

Interested directors are “interested

persons” as defined in the 1940 Act.

Christopher D.

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Name, Address and Age (1)

Term of Office and

Term of Office and Length

of Time Served

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Christopher C.

Nelson –

Class II Director since

November 2019;

Class II Director since November 2019;

Term Expires 2023

Wealth Advisor at SeaCrest Wealth

Management, a financial advisory firm, since May 2018.

Vice President at Enterprise Trust Company, an investment management firm,

from February 2013 to February 2018.

Webber –

Class I Director since

November 2019;

Wealth Advisor at SeaCrest Wealth Management, a financial advisory firm, since May 2018.

Vice President at Enterprise Trust Company, an investment management firm, from February 2013 to February 2018.

Class I Director since November 2019;

Term Expires 2025

Financial Reporting Manager

at The Anschutz Corporation, a private holding company.

Member of the Board of Trustees

of Palmer Square Opportunistic Income Fund since August 2014.

Member of the Board of Trustees of Montage Managers Trust, a registered

investment company (ceased operations in 2017).

Class III Director since

November 2019;

Financial Reporting Manager at The Anschutz Corporation, a private holding company.

Member of the Board of Trustees of Palmer Square Opportunistic Income Fund since August 2014.

Member of the Board of Trustees of Montage Managers Trust, a registered investment company (ceased operations in 2017).

Class III Director since November 2019;

Term Expires 2024

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Portfolio Manager at Great Plains Principal Trading, an asset management firm, from January 2012 through June 2019.

Member of the Board of Trustees

of Palmer Square Opportunistic Income Fund since August 2014.

Member of the Board of Trustees of Montage Managers Trust, a registered

investment company (ceased operations in 2017).

Member of the Board of Trustees of Palmer Square Opportunistic Income Fund since August 2014.

Member of the Board of Trustees of Montage Managers Trust, a registered investment company (ceased operations in 2017).

Interested Director

Christopher D.

Chief Executive Officer,

President and Chairman

Chief Executive Officer and Chairman

Class I Director since November 2019;

Chief Executive Officer of Palmer Square Capital

Management LLC.

Member of the Board of Trustees of Palmer Square

Opportunistic Income Fund from August 2014 to October 2018.

Chief Financial Officer,

Treasurer and Director

Term Expires 2025

Chief Executive Officer of Palmer Square Capital Management LLC.

Member of the Board of Trustees of Palmer Square Opportunistic Income Fund from August 2014 to October 2018.

Chief Financial Officer and Director

Class III Director since November 2019;

President of Palmer Square Capital Management LLC

since March 2020.

Term Expires 2024

President of Palmer Square Capital Management LLC since March 2020.

Managing Director of Palmer Square Capital Management LLC from April 2013 to March 2020.

The business address of each of our directors is c/o Palmer Square

Capital BDC Inc., 1900 Shawnee Mission Parkway, Suite 315, Mission Woods, Kansas 66205.

No director otherwise serves as a director of an investment company

subject to the 1940 Act.

The business address of each of our directors is c/o Palmer Square Capital BDC Inc., 1900 Shawnee Mission Parkway, Suite 315, Mission Woods, Kansas 66205.

No director otherwise serves as a director of an investment company subject to the 1940 Act.

Executive Officers Who Are Not Directors

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executive officers who do not serve on the Board is as follows:

Address and Age (1)

Positions held with

Occupation(s) During the Past 5 Years

Name, Address and Age (1)

Positions held with Company

Principal Occupation(s) During the Past 5 Years

Chief Investment Officer

was appointed as our Chief Investment Officer in 2019.

Long also serves as Chief Investment Officer of PSCM and has key responsibilities

for all investment-related activities at PSCM.

Long was appointed as our Chief Investment Officer in 2019.

Long also serves as Chief Investment Officer of PSCM and has key

responsibilities for all investment-related activities at PSCM.

Prior to joining PSCM in 2011, Ms.

Long worked for JPMorgan Chase & Co.

York for 13 years.

Long held many senior roles including Deputy Head of North American Credit Trading, Head of High Yield Trading,

and Head of Credit Derivatives Trading.

Long has been a trader of many products including high yield bonds, high yield credit

derivatives, distressed debt, capital structure arbitrage, and structured credit.

In addition, she worked with the Global Head of

Credit Trading to help oversee risk management for the High Yield and High Grade credit trading books.

Long is married to Christopher

Long, our Chairman, Chief Executive Officer and President.

Long received an AB degree in Economics from Princeton University

and is also a CFA®

charterholder.

Long worked for JPMorgan Chase

in New York for 13 years.

Long held many senior roles including Deputy Head of North American Credit Trading, Head of

High Yield Trading, and Head of Credit Derivatives Trading.

Long has been a trader of many products including high yield bonds,

high yield credit derivatives, distressed debt, capital structure arbitrage, and structured credit.

In addition, she worked with the

Global Head of Credit Trading to help oversee risk management for the High Yield and High Grade credit trading books.

married to Christopher D.

Long, our Chairman and Chief Executive Officer.

Long received an AB degree in Economics

from Princeton University and is also a CFA® charterholder.

Bloomfield – 42

Bloomfield was appointed as our President in 2022.

Bloomfield is the Portfolio Manager for PSCM’s US CLO management platform

and has key responsibilities for all of PSCM’s leveraged loan product offerings and risk management.

He is a member of both the

US and European CLO investment committees, as well as a member of the Company’s Investment Committee.

Prior to joining PSCM in

Bloomfield worked at Golub Capital in Chicago, most recently as an Associate Portfolio Manager within the Broadly Syndicated

Loan Group where he focused on investing in leveraged loans via CLOs and separately managed accounts.

Prior to joining Golub Capital,

Bloomfield worked at Giuliani Capital Advisors in Chicago as an Analyst and subsequently Associate in the Investment Banking Group

where he focused on special situations and restructuring mandates.

Bloomfield earned an MBA in Finance from Northwestern University’s

Kellogg School of Management, as well as a BS and BGS in Business Administration and Economics, respectively, from the University of

Chief Compliance Officer

Betz was appointed as our Chief Compliance Officer in 2019.

to joining in 2019, Mr.

Betz worked for over 14 years at Scout Investments, most recently as Chief Operating Officer, Chief Compliance

Officer and Treasurer.

Prior to joining in 2019, Mr.

Betz worked for over 14 years at Scout Investments, most recently as Chief Operating Officer, Chief Compliance Officer and Treasurer.

Prior to joining Scout Investments, Mr.

Betz worked for over six years at UMB Bank as a Performance Measurement

Specialist and subsequently as Investment Technology Officer.

Betz received an MBA degree and a BA degree in Political Science from

the University of Missouri-Kansas City.

(1) The business address of each of

our officers is c/o Palmer Square Capital BDC Inc., 1900 Shawnee Mission Parkway, Suite 315, Mission Woods, Kansas 66205.

Information About Each Director’s Experience, Qualifications,

Betz worked for over six years at UMB Bank as a Performance Measurement Specialist and subsequently as Investment Technology Officer.

Betz received an MBA degree and a BA degree in Political Science from the University of Missouri-Kansas City.

The business address of each of our officers is c/o Palmer Square Capital BDC Inc., 1900 Shawnee Mission Parkway, Suite 315, Mission Woods, Kansas 66205.

Information About Each Director’s Experience, Qualifications,

Attributes or Skills

The Board believes that,

collectively, the directors have balanced and diverse experience, qualifications, attributes and skills, which allow the Board to operate

effectively in governing the Company and protecting the interests of its stockholders.

Below is a description of the various experiences,

qualifications, attributes and/or skills with respect to each director considered by the Board.

The Board believes that, collectively,

the directors have balanced and diverse experience, qualifications, attributes and skills, which allow the Board to operate effectively

in governing the Company and protecting the interests of its stockholders.

Below is a description of the various experiences, qualifications,

attributes and/or skills with respect to each director considered by the Board.

Interested Directors

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Long was appointed as

our Chairman, Chief Executive Officer and President in 2019 and has served on our Board since November 2019.

Long has also served

as Chief Executive Officer of our Investment Advisor since 2019 and Chief Executive Officer of PSCM since 2009 and is responsible for

managing our Investment Advisor’s and PSCM’s overall business.

Long also served as President of PSCM from 2009 to March

Since PSCM’s inception, Mr.

Long has been successful in not only building a highly-experienced investment team, but also

an integrated credit investment platform that manages mutual fund offerings, private funds and separately managed accounts.

a client list that spans not only institutions and family offices, but also registered investment advisers, banks/trusts, and broker-dealers.

Long’s previous work experience includes key investment roles at Prairie Capital and Sandell Asset Management as well as working

at Morgan Stanley in the Credit Derivatives and Distressed Securities Group focused on the firm’s proprietary investments.

Morgan Stanley, he worked at TH Lee Putnam Ventures, a private equity fund sponsored by Thomas H Lee Partners and Putnam Investments.

our Chairman and Chief Executive Officer in 2019 and has served on our Board since November 2019.

Long has also served as Chief Executive

Officer of our Investment Advisor since 2019 and Chief Executive Officer of PSCM since 2009 and is responsible for managing our Investment

Advisor’s and PSCM’s overall business.

Long also served as our President from November 2019 to March 2022 and as President

of PSCM from 2009 to March 2020.

Since PSCM’s inception, Mr.

Long has been successful in not only building a highly-experienced

investment team, but also an integrated credit investment platform that manages mutual fund offerings, private funds and separately managed

PSCM has a client list that spans not only institutions and family offices, but also registered investment advisers, banks/trusts,

and broker-dealers.

Long’s previous work experience includes key investment roles at Prairie Capital and Sandell Asset Management

as well as working at Morgan Stanley in the Credit Derivatives and Distressed Securities Group focused on the firm’s proprietary

Before Morgan Stanley, he worked at TH Lee Putnam Ventures, a private equity fund sponsored by Thomas H Lee Partners and

Putnam Investments.

In that role, he also served on the Board of Directors of Avero, Inc.

and was a Board Observer for Parago, Inc.

He started his career

at JPMorgan & Co.

in Leveraged Finance and Mergers & Acquisitions (FIG Group) advising corporations and private equity firms

on investment banking and capital markets.

Long previously served on the board of trustees of Palmer Square Opportunistic Income

Fund (Nasdaq) from August 2014 to October 2018.

started his career at JPMorgan & Co.

in Leveraged Finance and Mergers & Acquisitions (FIG Group) advising corporations and private

equity firms on investment banking and capital markets.

Long previously served on the board of trustees of Palmer Square Opportunistic

Income Fund (Nasdaq) from August 2014 to October 2018.

Long is married to Angie K.

Long, our Chief Investment Officer.

He received an MBA

degree from the Harvard Business School and an AB degree in Economics cum laude from Princeton University.

The Board believes that Mr.

Long’s strong investment and operating leadership experience qualifies him to serve on the Board.

Fox was appointed as

our Chief Financial Officer and Treasurer in 2019 and has served on our board since November 2019.

Fox has also served as Chief Financial

Officer of our Investment Advisor since 2019 and as President of PSCM since March 2020.

Fox previously served as Managing Director

of PSCM from April 2013 to March 2020.

an MBA degree from the Harvard Business School and an AB degree in Economics cum laude from Princeton University.

The Board believes that

Long’s strong investment and operating leadership experience qualifies him to serve on the Board.

Fox was appointed as our

Chief Financial Officer in 2019 and has served on our board since November 2019.

Fox has also served as Chief Financial Officer of

our Investment Advisor since 2019 and as President of PSCM since March 2020.

Fox previously served as our Treasurer from November

2019 to March 2022 and as Managing Director of PSCM from April 2013 to March 2020.

Prior to joining Palmer Square in April 2013, Mr.

Fox worked for Sandler O’Neill and Partners

from September 2011 to March 2013 where he was a Managing Director within Fixed Income where he was involved in the structuring and sales

of many products including Collateralized Loan Obligations.

Before Sandler O’Neill, Mr.

Fox worked for Société

Générale

as a Director within Global Markets Advisory where he was instrumental in the US CDO/CLO and RMBS Credit Advisory effort.

His work included

the restructuring of various structured credit legacy positions for European institutions as well as the modeling behind the corporate

rating and pricing for various structured products.

Prior to Société

Générale, Mr.

Fox was employed by JPMorgan

Chase & Co/Bear Stearns, where he was an Associate Director in the FAST organization focusing on the structuring of Trust Preferred

CDOs and CLOs.

worked for Sandler O’Neill and Partners from September 2011 to March 2013 where he was a Managing Director within Fixed Income where

he was involved in the structuring and sales of many products including Collateralized Loan Obligations.

Before Sandler O’Neill,

Fox worked for Société Générale as a Director within Global Markets Advisory where he was instrumental

in the US CDO/CLO and RMBS Credit Advisory effort.

His work included the restructuring of various structured credit legacy positions for

European institutions as well as the modeling behind the corporate rating and pricing for various structured products.

Prior to Société

Générale, Mr.

Fox was employed by JPMorgan Chase & Co/Bear Stearns, where he was an Associate Director in the FAST organization

focusing on the structuring of Trust Preferred CDOs and CLOs.

Also while at Bear Stearns, Mr.

Fox managed the global CDO analytics desk which included intensive credit modeling of

various asset classes.

Fox received a MS degree in Computer Information Systems from Arizona State University and a BS degree in

Mathematics and Geology from Northern Arizona University.

Fox managed the global CDO analytics desk

which included intensive credit modeling of various asset classes.

Fox received a MS degree in Computer Information Systems from Arizona

State University and a BS degree in Mathematics and Geology from Northern Arizona University.

Fox holds the Series 7 and 63 licenses.

The Board believes that Mr.

strong operational and financial experience qualifies him to serve on the Board.

Fox’s strong operational and financial experience qualifies him to serve on the Board.

Independent Directors

Webber has served on

our Board since November 2019.

Webber is a Financial Reporting Manager at The Anschutz Corporation, where she has worked for over

Webber has served on our

Board since November 2019.

Webber is a Financial Reporting Manager at The Anschutz Corporation, where she has worked for over 19 years.

Prior to Anschutz Corporation, she was a Supervising Audit Senior at KPMG, LLP from 1997 to 2000.

Webber has served on

the board of trustees of Palmer Square Opportunistic Income Fund (Nasdaq) since 2014, and previously served on the board of trustees

of Montage Managers Trust from July 2015 to March 2017.

Webber received a BS in Accounting from Indiana University and received her

CPA license in 1997.

Webber has served on the board of

trustees of Palmer Square Opportunistic Income Fund (Nasdaq) since 2014, and previously served on the board of trustees of Montage Managers

Trust from July 2015 to March 2017.

Webber received a BS in Accounting from Indiana University and received her CPA license in 1997.

The Board believes that Ms.

Webber’s strong financial and audit experience qualifies her to serve on the Board.

Neville has served on

4 unchanged sentences

Prior to Great Plains Principal Trading, Mr.

Neville served as a proprietary trader for

over 23 years, focusing on agriculture futures and options as well as stock index futures and energy.

Neville has served on the board

of directors of Palmer Square Opportunistic Income Fund (Nasdaq) since 2014.

Neville served as a proprietary trader for over

23 years, focusing on agriculture futures and options as well as stock index futures and energy.

Neville has served on the board of

directors of Palmer Square Opportunistic Income Fund (Nasdaq) since 2014.

The Board believes that Mr.

Neville’s strong investment

management and trading experience qualifies him to serve on the Board.

Christopher C.

Nelson has served on

our Board since November 2019.

Nelson has served on our

Board since November 2019.

Nelson is a Wealth Advisor at SeaCrest Wealth Management, where he has worked since May 2018.

to SeaCrest Wealth Management, Mr.

Nelson was a Vice President at Enterprise Trust Company from February 2013 to February 2018, where

he led the Kansas City team.

SeaCrest Wealth Management, Mr.

Nelson was a Vice President at Enterprise Trust Company from February 2013 to February 2018, where he

led the Kansas City team.

Prior to that, Mr.

2 unchanged sentences

Nelson received a Bachelor of Arts in English from Gettysburg College in Gettysburg, Pennsylvania.

Board believes that Mr.

Nelson’s strong investment management experience qualifies him to serve on the Board.

believes that Mr.

Nelson’s strong investment management experience qualifies him to serve on the Board.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the

Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of our Common Stock, to file reports

of securities ownership and changes in such ownership with the SEC.

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by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s

review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company

believes that during the year ended December 31, 2021, all Section 16(a) filing requirements applicable to such persons were

met in a timely manner, with the following inadvertent exception:

Bicknell, beneficial owner of greater than 10% of our

Common Stock, filed late one Form 3 with respect to one transaction in shares of Common Stock during the reporting period.

Based solely on the Company’s

review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company

believes that during the year ended December 31, 2022, all Section 16(a) filing requirements applicable to such persons were met

in a timely manner, with the following inadvertent exception:

Bloomfield, one of our executive officers, filed late one

Form 3 with respect to one transaction in shares of Common Stock during the reporting period.

Code of Conduct, Code of Ethics and Insider Trading Policy

We expect each of our officers

and directors, as well as any person affiliated with our operations, to act in accordance with the highest standards of personal and

professional integrity at all times and to comply with the Company’s policies and procedures and all laws, rules and regulations

of any applicable international, federal, provincial, state or local government.

and directors, as well as any person affiliated with our operations, to act in accordance with the highest standards of personal and professional

integrity at all times and to comply with the Company’s policies and procedures and all laws, rules and regulations of any applicable

international, federal, provincial, state or local government.

To this effect, the Board has adopted a Code of Ethics.

The Code of Ethics applies to all of the Company’s directors and officers.

The Code of Ethics

applies to all of the Company’s directors and officers.

As required by the 1940 Act

and the Advisers Act, we and our Investment Advisor have each adopted a Code of Ethics that establishes procedures that apply to our

directors, executive officers, officers, their respective staffs and the employees of our Investment Advisor with respect to their personal

investments and investment transactions.

Our Code of Ethics generally does not permit investments by our directors, officers or any other

covered person in securities that may be purchased or held by us.

and the Advisers Act, we and our Investment Advisor have each adopted a Code of Ethics that establishes procedures that apply to our directors,

executive officers, officers, their respective staffs and the employees of our Investment Advisor with respect to their personal investments

and investment transactions.

Our Code of Ethics generally does not permit investments by our directors, officers or any other covered

person in securities that may be purchased or held by us.

Nomination of Directors

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Audit Committee

The members of our Audit

Committee are Megan L.

The members of our Audit Committee

Webber, James W.

Neville and Christopher C.

Nelson, each of whom meets the independence standards established

by the SEC for audit committees and is independent for purposes of the 1940 Act.

and Christopher C.

Nelson, each of whom meets the independence standards established by the

SEC for audit committees and is independent for purposes of the 1940 Act.

Webber serves as Chair of our Audit Committee.

Board has determined that Ms.

Webber is an “audit committee financial expert”

under SEC rules.

Our Audit Committee’s

responsibilities include establishing guidelines and making recommendations to our Board regarding the valuation of our loans and investments;

selecting our independent registered public accounting firm;

reviewing with such independent registered public accounting firm the planning,

scope and results of their audit of our financial statements;

has determined that Ms.

Webber is an “audit committee financial expert” under SEC rules.

Our Audit Committee’s responsibilities

include selecting our independent registered public accounting firm;

reviewing with such independent registered public accounting firm

the planning, scope and results of their audit of our financial statements;

pre-approving the fees for services performed;

reviewing, in consultation

with the independent registered public accounting firm, the adequacy of internal control systems;

reviewing our annual financial statements;

in consultation with the independent registered public accounting firm, the adequacy of internal control systems;

reviewing our annual

financial statements;

overseeing internal audit staff, if any, and periodic filings;

4 unchanged sentences

However, Messrs.

Long and Fox, through their indirect financial interests in our Investment Advisor,

have an indirect pecuniary interest in the investment advisory fees paid by us under the Advisory Agreement.

In addition, the Company

is responsible for expenses incurred by the Administrator in connection with administering the Company’s business, including making

payments to the Administrator based upon the Company’s allocable portion of the Administrator’s overhead and other expenses

associated with performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with

performing compliance functions and the allocable portion of the costs of compensation and related expenses of the Company’s Chief

Compliance Officer and Chief Financial Officer and their respective administrative support staffs.

Long, Fox and Bloomfield and Ms.

Long, through their indirect financial interests in

our Investment Advisor, have an indirect pecuniary interest in the investment advisory fees paid by us under the Advisory Agreement.

addition, the Company is responsible for expenses incurred by the Administrator in connection with administering the Company’s business,

including making payments to the Administrator based upon the Company’s allocable portion of the Administrator’s overhead

and other expenses associated with performing its obligations under the Administration Agreement, including rent, the fees and expenses

associated with performing compliance functions and the allocable portion of the costs of compensation and related expenses of the Company’s

Chief Compliance Officer and Chief Financial Officer and their respective administrative support staffs.

Compensation of Directors

The Independent Directors

receive an annual fee of $25,000.

They also receive reimbursement of reasonable out-of-pocket expenses incurred in connection

with attending each regular Board meeting, each special meeting and each committee meeting attended.

We have obtained directors’

and officers’

liability insurance on behalf of our directors and officers.

No compensation is paid to directors who are “interested

persons.”

The Board reviews and determines the compensation of Independent Directors.

receive an annual fee of $25,000.

They also receive reimbursement of reasonable out-of-pocket expenses incurred in connection with

attending each regular Board meeting, each special meeting and each committee meeting attended.

We have obtained directors’ and

officers’ liability insurance on behalf of our directors and officers.

No compensation is paid to directors who are “interested

persons.” The Board reviews and determines the compensation of Independent Directors.

The following table shows

information regarding the compensation earned by our directors for the year ended December 31, 2022.

No compensation is paid by

us to any interested director or executive officer of the Company.

No compensation is paid by us to

any interested director or executive officer of the Company.

from Palmer Square Capital BDC Inc.

7 unchanged sentences

Christopher D.

For a description of the Independent Directors’

compensation,

We do not have a profit-sharing or retirement plan, and directors do

not receive any pension or retirement benefits.

For a description of the Independent Directors’ compensation, see above.

We do not have a profit-sharing or retirement plan, and directors do not receive any pension or retirement benefits.

Compensation Committee

2 unchanged sentences

The Board, as a whole, is responsible for

reviewing the reimbursement by the Company to the Administrator of the allocable portion of the cost of the Company’s Chief Financial

Officer and Chief Compliance Officer and their respective staffs on an annual basis and also participates in the consideration of director

4 unchanged sentences

The following table shows

information as of the March 11, 2022, unless otherwise indicated, regarding the beneficial ownership of our Common Stock by:

person that the Company believes beneficially holds more than 5% of the outstanding shares of Common Stock based solely on the Company’s

review of filings with the SEC pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”) and Section 16 of the Exchange Act;

(ii) each director and nominee;

information as of the February 28, 2023, unless otherwise indicated, regarding the beneficial ownership of our Common Stock by:

person known to the Company to beneficially own more than 5% of the outstanding shares of Common Stock;

(ii) each director of the

(iii) each executive officer of the Company;

and (iv) all directors and executive officers as a group.

The percentage ownership is

based on 22,810,727 shares of our Common Stock issued and outstanding as of March 11, 2022.

Unless otherwise indicated, all persons named

as beneficial owners of our Common Stock have sole voting power and sole investment power with respect to the shares indicated as beneficially

In addition, unless otherwise indicated, the address for each person named below is c/o Palmer Square Capital BDC Inc., Attention:

to persons known to the Company to beneficially own more than 5% of the outstanding shares of Common Stock, the Company bases such knowledge

on beneficial ownership filings made by the holders with the SEC and other information known to the Company.

The percentage ownership

is based on 24,408,165 shares of our Common Stock issued and outstanding as of February 28, 2023.

Unless otherwise indicated, all persons

named as beneficial owners of our Common Stock have sole voting power and sole investment power with respect to the shares indicated

as beneficially owned.

None of the shares of Common Stock beneficially owned by our officers or directors has been pledged as security

for an obligation.

In addition, unless otherwise indicated, the address for each person named below is c/o Palmer Square Capital BDC

Inc., Attention:

Secretary, 1900 Shawnee Mission Parkway, Suite 315, Mission Woods, Kansas 66205.

Name and Address

Percentage of

2 unchanged sentences

Christopher C.

All directors

and executive officers as a group (7 persons)

All directors and executive officers as a group (8 persons)

Excelsior Holdings D2 LLC (4)

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Chinquapin Trust Company (8)

Represents less than 1.0% of the issued and outstanding shares of our

Common Stock as of the Record Date.

Beneficial ownership has been determined in accordance with Rule 13d-3

under the Exchange Act.

Assumes no other purchases or sales of our common stock since the most recently available SEC filings.

assumption has been made under the rules and regulations of the SEC and does not reflect any knowledge that we have with regard to

the present intent of the beneficial owners of our common stock listed in this table.

Based on a total of 22,810,727 shares of Common Stock issued and outstanding as of March 11, 2022.

Includes 26,131 shares of Common Stock indirectly held by the Christopher

Long Revocable Trust, for which Mr.

Long disclaim beneficial ownership except to the extent of his or her pecuniary

interests therein.

Based on information provided in a Schedule 13D filed on March 27, 2020, Excelsior Holdings D2 LLC (“Excelsior”) reported shared voting and dispositive power with respect to 2,613,051 shares of our Common Stock.

As of December 31, 2021, Excelsior owned 2,937,224 shares of our Common Stock.

Excelsior Holdings D LLC, a Delaware limited liability company (“Holdings LLC”) is the managing member of Excelsior.

As managing member of Excelsior, Holdings LLC exercises dispositive and voting power over the shares beneficially owned by Excelsior.

The principal business address of each of Excelsior and Holdings LLC is 6000 France Ave.

Represents less than 1.0% of the issued and outstanding shares of our Common Stock as of the Record Date.

(1) Beneficial

ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.

on a total of 24,408,165 shares of Common Stock issued and outstanding as of February 28, 2023.

32,806 shares of Common Stock indirectly held by the Angie K.

Long Irrevocable Trust, for which Mr.

Long disclaim beneficial

ownership except to the extent of his or her pecuniary interests therein.

of February 28, 2023, Excelsior Holdings D2 LLC (“Excelsior”) owned 3,288,139 shares of our Common Stock.

Excelsior Holdings

D LLC, a Delaware limited liability company (“Holdings LLC”) is the managing member of Excelsior.

As managing member of Excelsior,

Holdings LLC exercises dispositive and voting power over the shares beneficially owned by Excelsior.

The principal business address of

each of Excelsior and Holdings LLC is 6000 France Ave.

S., Suite 550, Minneapolis, Minnesota, 55435.

Based on information provided in a Schedule 13G/A filed on October 18, 2021 and a Form 4 filed on October 18, 2021, Alaris Master Fund LP reported shared voting and dispositive power with respect to 2,804,393 shares of our Common Stock.

As of December 31, 2021, Alaris Master Fund LP owned 2,919,358 shares of our Common Stock.

Alaris Capital, LLC is the general partner of Alaris Master Fund LP and may be deemed to be an indirect beneficial owner of the shares.

The principal business address of each of Alaris Master Fund LP and Alaris Capital, LLC is 4900 Main Street, Suite 600, Kansas City, Missouri 64112.

Based on information provided in a Schedule 13G/A filed on October

18, 2021 and a Form 4 filed on October 18, 2021, Caravel Holdings LLC reported shared voting and dispositive power with respect to

3,983,290 shares of our Common Stock.

The shares are owned directly by Caravel Holdings LLC, which is a wholly owned subsidiary of

Seaboard Foods LLC, which is a wholly owned subsidiary of Seaboard Corporation.

Seaboard Foods LLC and Seaboard Corporation may each

be deemed to be an indirect beneficial owner of the shares.

The principal business address of each of Caravel Holdings LLC, Seaboard

Foods LLC and Seaboard Corporation is 9000 West 67th Street, Merriam, Kansas 66202.

information provided in a Schedule 13G/A filed on November 8, 2021 and a Form 3 filed on November 8, 2021, Martin Christopher

Bicknell reported shared voting and dispositive power with respect to 2,240,226 shares of our Common Stock.

1,456,311 shares are

owned directly by 1248 Holdings, LLC and 783,915 shares are owned directly by BFFV19, LLC.

As of December 31, 2021, Martin

Christopher Bicknell beneficially owned 2,318,325 shares of our Common Stock.

1,534,410 shares are owned directly by 1248 Holdings,

LLC and 783,915 shares are owned directly by BFFV19, LLC.

Bicknell is the Elected Manager of each of the entities that

collectively own all of the outstanding membership interests of BFFV19, LLC, and has sole voting and dispositive power over the

shares owned by 1248 Holdings, LLC, and thus, Mr.

Bicknell may be deemed to be an indirect beneficial owner of the shares owned by

each of BFFV19, LLC and 1248 Holdings, LLC.

of February 28, 2023, Alaris Master Fund LP owned 3,268,139 shares of our Common Stock.

Alaris Capital, LLC is the general partner of

Alaris Master Fund LP and may be deemed to be an indirect beneficial owner of the shares.

The principal business address of each of Alaris

Master Fund LP and Alaris Capital, LLC is 4900 Main Street, Suite 600, Kansas City, Missouri 64112.

on information provided in a Schedule 13G/A filed on October 18, 2021 and a Form 4 filed on October 18, 2021, Caravel Holdings LLC reported

shared voting and dispositive power with respect to 3,983,290 shares of our Common Stock.

The shares are owned directly by Caravel Holdings

LLC, which is a wholly owned subsidiary of Seaboard Foods LLC, which is a wholly owned subsidiary of Seaboard Corporation.

Seaboard Foods

LLC and Seaboard Corporation may each be deemed to be an indirect beneficial owner of the shares.

The principal business address of each

of Caravel Holdings LLC, Seaboard Foods LLC and Seaboard Corporation is 9000 West 67th Street, Merriam, Kansas 66202.

of February 28, 2023, Martin Christopher Bicknell beneficially owned 2,346,812 shares of our Common Stock.

1,562,896 shares are owned

directly by 1248 Holdings, LLC and 783,915 shares are owned directly by BFFV19, LLC.

Bicknell is the Elected Manager of each of the

entities that collectively own all of the outstanding membership interests of BFFV19, LLC, and has sole voting and dispositive power

over the shares owned by 1248 Holdings, LLC, and thus, Mr.

Bicknell may be deemed to be an indirect beneficial owner of the shares owned

by each of BFFV19, LLC and 1248 Holdings, LLC.

The principal business address of each of BFFV19, LLC, 1248 Holdings, LLC and Mr.

Bicknell is 5700 W 112th Street, Suite 500, Overland Park, Kansas 66211.

Based on information provided in a Schedule 13G filed on October 1,

The shares are held of record by Limit & Co., which serves as nominee for Chinquapin Trust Company.

Chinquapin Trust Company

has sole voting and dispositive power over the shares and is deemed to be the beneficial owner of the shares.

The principal business

address for Chinquapin Trust Company is 2480 Pershing Rd, Suite 600, Kansas City, Missouri 64108.

is 5700 W 112th Street, Suite 500, Overland Park, Kansas 66211.

of February 28, 2023, Chinquapin Trust Company owned 1,407,445 shares of our Common Stock.

The shares are held of record by Limit &

Co., which serves as nominee for Chinquapin Trust Company.

Chinquapin Trust Company has sole voting and dispositive power over the shares

and is deemed to be the beneficial owner of the shares.

The principal business address for Chinquapin Trust Company is 2480 Pershing

Rd, Suite 600, Kansas City, Missouri 64108.

CERTAIN RELATIONSHIPS AND RELATED

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Agreement with our Investment Advisor pursuant to which we pay the Investment Advisor a base management fee and incentive fee (which incentive

fee is only payable following a listing of the Company’s Common Stock on a national securities exchange) in exchange for the Investment

Advisor’s services sourcing, reviewing and structuring investment opportunities for us, underwriting and performing diligence on

fee is only payable following a listing of the Company’s Common Stock on a national securities exchange) in exchange for the Investment

Advisor’s services sourcing, reviewing and structuring investment opportunities for us, underwriting and performing diligence on

our investments and monitoring our investment portfolio on an ongoing basis.

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to re-approve the Advisory Agreement for an additional one-year term at a meeting held in November 2022.

Long and Fox and Ms.

Long, through their indirect financial interests in our Investment Advisor, have an indirect pecuniary interest in the investment advisory

fees paid by us under the Advisory Agreement.

Under the incentive fee structure, our adjusted net investment income for purposes thereof

will be computed and paid on income that may include interest income that has been accrued but not yet received in cash.

This fee structure

may give rise to a conflict of interest for our Investment Advisor to the extent that it encourages the Investment Advisor to favor debt

financings that provide for deferred interest, rather than current cash payments of interest.

Additionally, we rely on investment professionals

from the Investment Advisor to assist our Board with the valuation of our portfolio investments.

While 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 at least once annually, the ultimate determination of fair value will be made by our Board and not by

such third-party valuation firm.

The participation of the Investment Advisor’s investment professionals in our valuation process

could result in a conflict of interest as the Investment Advisor’s management fee is based, in part, on the value of our total net

For the year ended December 31, 2021, the Investment Advisor earned a base management fee of $6.4 million, offset by $796 thousand

in management fee waiver from the Investment Advisor, and did not earn an incentive fee, as our Common Stock was not listed on a national

securities exchange.

Long, Fox and Bloomfield

Long, through their indirect financial interests in our Investment Advisor, have an indirect pecuniary interest in the investment

advisory fees paid by us under the Advisory Agreement.

Under the incentive fee structure, our adjusted net investment income for purposes

thereof will be computed and paid on income that may include interest income that has been accrued but not yet received in cash.

fee structure may give rise to a conflict of interest for our Investment Advisor to the extent that it encourages the Investment Advisor

to favor debt financings that provide for deferred interest, rather than current cash payments of interest.

Additionally, in the Investment

Advisor’s capacity as our valuation designee pursuant to Rule 2a-5 under the 1940 Act, we rely on investment professionals from

the Investment Advisor in connection with the valuation of our portfolio investments.

While 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 at least once annually, the ultimate determination of fair value will be made by our Investment Advisor (subject

to the Board’s oversight) and not by such third-party valuation firm.

The participation of the Investment Advisor’s investment

professionals in our valuation process could result in a conflict of interest as the Investment Advisor’s management fee is based,

in part, on the value of our total net assets.

For the year ended December 31, 2022, the Investment Advisor earned a base management fee

of $8.3 million, offset by $1.0 million in management fee waiver from the Investment Advisor, and did not earn an incentive fee, as our

Common Stock was not listed on a national securities exchange.

Administration Agreement

We have entered into the

Administration Agreement with the Administrator pursuant to which the Administrator furnishes us with office facilities and equipment

and provides us with clerical, bookkeeping, recordkeeping and other administrative services.

Our Board approved the Administration Agreement

in November 2019, and the Company entered into the Administration Agreement in January 2020.

Our Board most recently determined to re-approve

the Administration Agreement for an additional one-year term at a meeting held in November 2021.

Under the Administration Agreement,

the Administrator performs, or oversees the performance of, our required administrative services, which include, among other things,

being responsible for the financial records which we are required to maintain and preparing reports to our stockholders and reports filed

with the SEC.

We have entered into the Administration

Agreement with the Administrator pursuant to which the Administrator furnishes us with office facilities and equipment and provides us

with clerical, bookkeeping, recordkeeping and other administrative services.

Our Board approved the Administration Agreement in November

2019, and the Company entered into the Administration Agreement in January 2020.

Our Board most recently determined to re-approve the

Administration Agreement for an additional one-year term at a meeting held in November 2022.

Under the Administration Agreement, the Administrator

performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for

the financial records which we are required to maintain and preparing reports to our stockholders and reports filed with the SEC.

Resource Sharing Agreement

The Investment Advisor is

an affiliate of PSCM, with whom it has entered into a resource sharing agreement (the “Resource Sharing Agreement”).

this agreement, PSCM provides the Investment Advisor experienced investment professionals and access to the senior investment personnel

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The Resource Sharing Agreement provides the Investment Advisor with access to deal flow

generated by the professionals of PSCM and its affiliates and commits the members of the Investment Advisor’s investment committee

to serve in that capacity.

The Investment Advisor seeks to capitalize on what we believe to be the significant deal origination, credit

underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of PSCM’s investment

professionals.

The Resource Sharing Agreement may be terminated by either party on 60 days’

The Resource Sharing Agreement may be terminated by either party on 60 days’ notice.

License Agreement

We have also entered into

a license agreement (the “License Agreement”) with Palmer Square under which Palmer Square has granted us a non-exclusive,

royalty-free license to use the name “Palmer Square”

for specified purposes in our business.

a license agreement (the “License Agreement”) with Palmer Square under which Palmer Square has granted us a non-exclusive,

royalty-free license to use the name “Palmer Square” for specified purposes in our business.

Under the License Agreement,

we have a right to use the “Palmer Square”

name, subject to certain conditions, for so long as our Investment Advisor or

one of its affiliates remains our investment adviser.

Other than with respect to this limited license, we will have no legal right to

the “Palmer Square”

we have a right to use the “Palmer Square” name, subject to certain conditions, for so long as our Investment Advisor or one

of its affiliates remains our investment adviser.

Other than with respect to this limited license, we will have no legal right to the

“Palmer Square” name.

Policies and Procedures for Managing Conflicts;

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controlled by us and our employees and directors.

We will not enter into any transactions unless and until we are satisfied that the

transaction is not prohibited by the 1940 Act or, if such prohibitions exist, we have taken appropriate actions to seek Board review

and approval or exemptive relief from the SEC for such transaction.

We will not enter into any transactions unless and until we are satisfied that the transaction

is not prohibited by the 1940 Act or, if such prohibitions exist, we have taken appropriate actions to seek Board review and approval

or exemptive relief from the SEC for such transaction.

The Investment Advisor, Palmer

Square, and their affiliates, partners and employees (collectively, “PSCM Affiliates”) may engage in any other business and

furnish investment management and advisory services and other types of services to others which may include, without limitation, serving

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and other relevant factors.

Such offers are subject to the exception that, in accordance with the Investment Advisor’s code of

ethics and allocation policies, we might not participate in each individual opportunity but, on an overall basis, the Investment Advisor

will seek to allocate investments across applicable client accounts in a manner that is fair and equitable on an overall basis.

Such offers are subject to the exception that, in accordance with the Investment Advisor’s code of ethics

and allocation policies, we might not participate in each individual opportunity but, on an overall basis, the Investment Advisor will

seek to allocate investments across applicable client accounts in a manner that is fair and equitable on an overall basis.

We, the Investment Advisor

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requirements and other pertinent factors.

We believe that co-investment by us and investment funds, accounts and investment vehicles

managed by the Investment Advisor and its affiliates, including Palmer Square, may afford us additional investment opportunities and

an ability to achieve greater diversification.

Accordingly, our exemptive order permits us to invest with these investment funds, accounts

and investment vehicles managed in the same portfolio companies under circumstances in which such investments would otherwise not be

permitted by the 1940 Act.

Our exemptive relief permitting co-investments applies only if our independent directors review and approve

each co-investment.

The exemptive relief imposes other constraints on co-investments that limit the number of instances when the Company

may rely on its protections.

We believe that co-investment by us and investment funds, accounts and investment vehicles managed

by the Investment Advisor and its affiliates, including Palmer Square, may afford us additional investment opportunities and an ability

to achieve greater diversification.

Accordingly, our exemptive order permits us to invest with these investment funds, accounts and investment

vehicles managed in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the

Our exemptive relief permitting co-investments applies only if our independent directors review and approve each co-investment.

The exemptive relief imposes other constraints on co-investments that limit the number of instances when the Company may rely on its protections.

The Investment Advisor and

its affiliates have both subjective and objective policies and procedures in place that are designed to manage the potential conflicts

of interest between the Investment Advisor’s fiduciary obligations to us and its similar fiduciary obligations to other clients.

To the extent that we compete with entities sponsored or managed by the Investment Advisor or its affiliates for a particular investment

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restrictions under the 1940 Act regarding co-investments with affiliates.

The Investment Advisor’s allocation policies are intended

to ensure that, over time, we may generally share equitably with other accounts sponsored or managed by the Investment Advisor or its

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securities of the same issuer which may be suitable for us and such other accounts.

There can be no assurance that the Investment Advisor’s

or its affiliates’

efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity

There can be no assurance that the Investment Advisor’s

or its affiliates’ efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity

is appropriate will result in an allocation of all or part of such opportunity to us.

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The 1940 Act requires that

at least a majority of the Company’s directors not be “interested persons”

(as defined in the 1940 Act) of the Company.

at least a majority of the Company’s directors not be “interested persons” (as defined in the 1940 Act) of the Company.

On an annual basis, each member of our Board is required to complete an independence questionnaire designed to provide information to

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The following aggregate fees

by Pricewaterhouse Coopers LLP, the Company’s independent registered accounting firm for the fiscal years ended December 31,

2021 and December 31, 2020, were billed to the Company for work attributable to audit, tax and other services provided to the Company

for such fiscal year.

by PricewaterhouseCoopers LLP, the Company’s independent registered accounting firm for the fiscal years ended December 31, 2022

and December 31, 2021, were billed to the Company for work attributable to audit, tax and other services provided to the Company for such

Audit-Related Fees

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of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial

statements and are not reported under “Audit Fees.”

These services include attest services that are not required by statute

statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute

or regulation and consultations concerning financial accounting and reporting standards.

Tax fees consist of fees

billed for professional services for tax compliance and filings.

These services include assistance regarding federal, state, and local

tax compliance and filings.

Tax fees consist of fees billed

for professional services for tax compliance and filings.

These services include assistance regarding federal, state, and local tax compliance

All Other Fees

Other fees would include

fees billed for products and services other than the services reported above.

Other fees would include fees

billed for products and services other than the services reported above.

The Audit Committee has established

a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by PwC, the Company’s

independent auditor.

The policy requires that the Audit Committee pre-approve the audit and permissible non-audit services performed

by the independent auditor in order to assure that the provision of such service does not impair the auditor’s independence.

The policy requires that the Audit Committee pre-approve the audit and permissible non-audit services performed by

the independent auditor in order to assure that the provision of such service does not impair the auditor’s independence.

Any requests for audit, audit-related,

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does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.

EXHIBITS AND FINANCIAL STATEMENT

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) DOCUMENTS FILED AS PART OF THIS REPORT

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Consolidated Statement of Assets and Liabilities as of December 31, 2022 and December 31, 2021

Consolidated Statement of Operations for the year ended December 31, 2021 and the Period January 23, 2020 (Commencement of Operations) through December 31, 2020

Consolidated Statement of Changes in Net Assets for the year ended December 31, 2021 and the Period January 23, 2020 (Commencement of Operations) through December 31, 2020

Consolidated Statement of Cash Flows for the year ended December 31, 2021 and the Period January 23, 2020 (Commencement of Operations) through December 31, 2020

Consolidated Statement of Operations for the years ended December 31, 2022 and December 31, 2021

Consolidated Statement of Changes in Net Assets for the years ended December 31, 2022 and December 31, 2021

Consolidated Statement of Cash Flows for the years ended December 31, 2022 and December 31, 2021

Consolidated Schedule of Investments as of December 31, 2022 and December 31, 2021

Notes to Consolidated Financial Statements

Form of Articles of Amendment and Restatement (Incorporated by reference to Exhibit 3.1 to Registrant’s Amendment No.

1 to Registration Statement on Form 10 (File No.

000-56126) filed on January 16, 2020)

Bylaws (Incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form 10 (File No.

000-56126) filed on November 27, 2019)

Description of securities (Incorporated by reference to Exhibit 4.1 to Registrant’s Annual Report on Form 10-K (File No.

000-56126) filed on March 12, 2021)

Investment Advisory Agreement, dated as of January 14, 2020, by and between the Registrant and Palmer Square BDC Advisor LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q (File No.

000-56126) filed on May 15, 2020)

Form of Administration Agreement (Incorporated by reference to Exhibit 10.2 to Registrant’s Registration Statement on Form 10 (File No.

000-56126) filed on November 27, 2019)

Form of Advisory Agreement Waiver Letter (Incorporated by reference to Exhibit 10.3 to Registrant’s Registration Statement on Form 10 (File No.

000-56126) filed on November 27, 2019)

Custody Agreement, dated as of December 17, 2019, by and between the Registrant and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.4 to Registrant’s Amendment No.

1 to Registration Statement on Form 10 (File No.

000-56126) filed on January 16, 2020)

Form of Indemnification Agreement for Directors and Officers (Incorporated by reference to Exhibit 10.5 to Registrant’s Registration Statement on Form 10 (File No.

000-56126) filed on November 27, 2019)

Form of Trademark Licensing Agreement (Incorporated by reference to Exhibit 10.6 to Registrant’s Amendment No.

1 to Registration Statement on Form 10 (File No.

000-56126) filed on January 16, 2020)

Form of Subscription Agreement (Incorporated by reference to Exhibit 10.7 to Registrant’s Amendment No.

1 to Registration Statement on Form 10 (File No.

000-56126) filed on January 16, 2020)

Dividend Reinvestment Plan (Incorporated by reference to Exhibit 10.8 to Registrant’s Amendment No.

1 to Registration Statement on Form 10 (File No.

000-56126) filed on January 16, 2020)

Credit Agreement, dated February 18, 2020, by and among Palmer Square BDC Funding I LLC, as the borrower, Bank of America, N.A., as administrative agent and as lender, and BofA Securities, Inc., as sole lead arranger and sole book manager (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No.

814-01334) filed on February 20, 2020)

Sale and Contribution Agreement, dated February 18, 2020, by and between the Registrant, as the seller, and Palmer Square BDC Funding I LLC, as the purchaser (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K (File No.

814-01334) filed on February 20, 2020)

Loan and Security Agreement, dated December 18, 2020, by and among the Registrant, as the collateral manager, Palmer Square BDC Funding II LLC, as the borrower, Wells Fargo Bank, National Association, as the administrative agent, U.S.

Bank National Association, as the collateral agent and custodian, and the lenders party thereto (Incorporated by reference to Exhibit 10.11 to Registrant’s Annual Report on Form 10-K (File No.

000-56126) filed on March 12, 2021)

Loan Sale Agreement, dated December 18, 2020, by and between the Registrant, as the seller, and Palmer Square BDC Funding II LLC, as the purchaser (Incorporated by reference to Exhibit 10.12 to Registrant’s Annual Report on Form 10-K (File No.

000-56126) filed on March 12, 2021)

First Amendment to Credit Agreement, dated October 12, 2020, by and among Palmer Square BDC Funding I LLC, as the borrower, and Bank of America, N.A., as administrative agent and as lender

Second Amendment to Credit Agreement, dated September 29, 2021, by and among Palmer Square BDC Funding I LLC, as the borrower, and Bank of America, N.A., as administrative agent and as lender (Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q (File No.

First Amendment to Credit Agreement, dated October 12, 2020, by and among Palmer Square BDC Funding I LLC, as the borrower, and Bank of America, N.A., as administrative agent and as lender (Incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K (File No.

000-56126) filed on March 11, 2022)

814-01334) filed on November 15, 2021)

Omnibus Amendment to Loan Documents, dated February 3, 2023, by and among Palmer Square BDC Funding I LLC, as the borrower, Bank of America, N.A., as administrative agent and as lender, U.S.

Bank Trust Company, National Association, as the collateral administrator, and U.S.

Bank National Association, as the intermediary (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No.

814-01334) filed on February 9, 2023)

Subsidiaries of Registrant

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document.*

Inline XBRL Taxonomy Extension Schema Document.*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

Inline XBRL Taxonomy Extension Definition Linkbase Document.*

Inline XBRL Taxonomy Extension Label Linkbase Document.*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

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Pursuant to the requirements

of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

Palmer Square Capital BDC Inc.

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Christopher D.

Chief Executive Officer and President

Chief Executive Officer

(Principal Executive Officer)

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the capacities and on the dates indicated.

/s/ Christopher D.

Chief Executive Officer, President and

Chairman of the Board of Directors

(Principal Executive Officer)

Christopher D.

Chief Executive Officer and Chairman of the Board

March 10, 2023

Christopher D.

/s/ Jeffrey D.

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

(Principal Executive

Chief Financial Officer and Director

March 10, 2023

(Principal Financial and Accounting Officer)

March 10, 2023

/s/ Christopher C.

/s/ Christopher

March 10, 2023

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

What changed 10-K

Item 9A. Controls and Procedures