Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were ~~471,622~~514,901 issued and outstanding shares of the issuer’s common stock, $.001 par value per share, on ~~May 11,~~August 10, 2023.


	March 31, 2023 (Unaudited)			December 31, 2022			June 30, 2023 (Unaudited)			December 31, 2022
Assets:
Non-controlled, non-affiliated investments, at fair value (amortized cost of $538,602 and $362,713 as of March 31, 2023 and December 31, 2022, respectively)	$	529,324		$	355,234
Non-controlled, non-affiliated investments, at fair value (amortized cost of $583,542 and $362,713 as of June 30, 2023 and December 31, 2022, respectively)							$	576,581		$	355,234
Cash and cash equivalents		6,919			8,355			7,738			8,355
Receivables:
Interest receivable		3,015			2,436			2,834			2,436
Prepaid expenses and other assets		155			193			178			193
Total Assets	$	539,413		$	366,218		$	587,331		$	366,218

Liabilities:
Credit facility (net of deferred financing costs of $75 and $83 as of March 31, 2023 and December 31, 2022, respectively)	$	77,925		$	(83	)
Credit facility (net of deferred financing costs of $67 and $83 as of June 30, 2023 and December 31, 2022, respectively)							$	79,033		$	(83	)
Payables:
Management fee payable		1,126			851			1,295			851
Interest payable		333			366			525			366
Incentive fee payable, net								1,336			—
Directors fee payable		24			24			24			24
Accrued other general and administrative expenses		587			552			551			552
Total Liabilities	$	79,995		$	1,710		$	82,764		$	1,710

Net Assets:
Common Shares, $0.001 par value; 1,000,000 shares authorized; 471,622 and 373,705 as of
March 31, 2023 and December 31, 2022, respectively issued and outstanding	$	—		$	—
Common Shares, $0.001 par value; 1,000,000 shares authorized; 514,901 and 373,705 as of
June 30, 2023 and December 31, 2022, respectively issued and outstanding							$	1		$	—
Additional paid-in capital		467,874			372,367			510,032			372,367
Total distributable earnings (accumulated deficit)		(8,456	)		(7,859	)		(5,466	)		(7,859	)
Total Net Assets	$	459,418		$	364,508		$	504,567		$	364,508
Total Liabilities and Net Assets	$	539,413		$	366,218		$	587,331		$	366,218
Net Asset Value Per Common Share	$	974.12		$	975.39		$	979.93		$	975.39

The accompanying notes are an integral part of these consolidated financial statements.


	For the Three Months Ended							For the Three Months Ended								For the Six Months Ended
	March 31, 2023			March 31, 2022				June 30, 2023				June 30, 2022				June 30, 2023				June 30, 2022
Income:
Investment income from non-controlled, non-affiliated investments:
Interest income	$	13,657		$	2,922		$		17,130		$		4,690		$		30,787		$		7,612
Fee income		458			52				229				103				687				155
Total Investment Income		14,115			2,974				17,359				4,793				31,474				7,767
Expenses:
Incentive fees									1,399				-				1,399				—
Management fees		1,126			461				1,295				643				2,421				1,104
Interest expense		825			143				1,543				512				2,369				655
Professional fees		148			140				175				120				323				260
Directors fees		26			26				25				26				50				51
Amortization of offering costs		—			42				-				38				—				80
Other general and administrative expenses		282			164				154				199				436				364
Total Expenses		2,407			976				4,591				1,538				6,998				2,514
Less: Management fee waiver (Note 4)		—			(58	)			-				(33	)			—				(91	)
Less: Incentive fee waiver (Note 3)									(63	)			-				(63	)			—
Net expenses		2,407			918				4,528				1,505				6,935				2,423
Net Investment Income (Loss)		11,708			2,056				12,831				3,288				24,539				5,344
Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses):
Non-controlled, non-affiliated investments		—			—				-				32				—				32
Total net realized gains (losses)		—			—				-				32				—				32
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments		(1,798	)		420				2,317				(1,367	)			519				(947	)
Total net change in unrealized gains (losses)		(1,798	)		420				2,317				(1,367	)			519				(947	)
Total realized and unrealized gains (losses)		(1,798	)		420				2,317				(1,335	)			519				(915	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	9,910		$	2,476		$		15,148		$		1,953		$		25,058		$		4,429
Per Common Share Data:
Basic and diluted net investment income/(loss) per common share	$	28.62		$	14.62		$		26.99		$		(18.34	)	$		55.47		$		33.38
Basic and diluted net increase/(decrease) in net assets resulting from operations per common share	$	24.23		$	17.60		$		31.86		$		10.89		$		56.64		$		27.67
Weighted Average Common Shares Outstanding - Basic and Diluted		409,042			140,676				475,418				179,264				442,413				160,076

The accompanying notes are an integral part of these consolidated financial statements.


	For the Three Months Ended							For the Three Months Ended								For the Six Months Ended
	March 31, 2023			March 31, 2022				June 30, 2023				June 30, 2022				June 30, 2023				June 30, 2022
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)	$	11,708		$	2,056		$		12,831		$		3,288		$		24,539		$		5,344
Net realized gains (losses) on investments									-				32				-				32
Net change in unrealized gains (losses) on investments		(1,798	)		420				2,317				(1,367	)			519				(947	)
Net Increase (Decrease) in Net Assets Resulting from Operations		9,910			2,476				15,148				1,953				25,058				4,429

Decrease in Net Assets Resulting from Stockholder Distributions
Distributions from net investment income		(10,507	)		(1,687	)			(12,158	)			(2,831	)			(22,665	)			(4,518	)
Net Decrease in Net Assets Resulting from Stockholder Distributions		(10,507	)		(1,687	)			(12,158	)			(2,831	)			(22,665	)			(4,518	)

Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares		85,000			—				30,001				60,000				115,001				60,000
Reinvestment of distributions		10,507			1,687				12,158				2,831				22,665				4,518
Net Increase in Net Assets Resulting from Capital Share Transactions		95,507			1,687				42,159				62,831				137,666				64,518
Total Increase (Decrease) in Net Assets		94,910			2,476				45,149				61,953				140,059				64,429
Net Assets, Beginning of Period		364,508			140,094				459,418				142,570				364,508				140,094
Net Assets, End of Period	$	459,418		$	142,570		$		504,567		$		204,523		$		504,567		$		204,523

The accompanying notes are an integral part of these consolidated financial statements.


	For the Three Months Ended						For the Six Months Ended
	March 31, 2023			March 31, 2022			June 30, 2023			June 30, 2022
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations	$	9,910		$	2,476		$	25,058		$	4,429
Adjustments to reconcile net increase (decrease) in net assets resulting from
operations to net cash provided by (used in) operating activities:
Net realized (gains)/losses on investments								—			(32	)
Net change in unrealized (gains)/losses on investments		1,798			(420	)		(519	)		947
Net accretion of discount on investments		(587	)		(156	)		(1,062	)		(365	)
Non-cash investment income		(244	)		—			(331	)		—
Purchases of portfolio investments		(178,055	)		(53,288	)		(227,555	)		(126,851	)
Amortization of deferred financing costs		8			9			17			17
Sales or repayments of portfolio investments		2,998			1,442			8,119			8,710
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in interest and dividends receivable		(579	)		(267	)		(398	)		(460	)
(Increase)/decrease in prepaid expenses and other assets		38			47			15			68
Increase/(decrease) in management fees payable, net		275			156			444			363
Increase/(decrease) in interest payable		(33	)		(36	)		159			87
Increase/(decrease) in incentive fee payable, net								1,336			—
Increase/(decrease) in directors fee payable		—			1			—			2
Increase/(decrease) in accrued other general and administrative expenses		35			129			(1	)		144
Net cash provided by (used in) Operating Activities		(164,436	)		(49,907	)		(194,718	)		(112,941	)
Cash Flows provided by (used in) Financing Activities:
Borrowings on credit facility		173,000			123,200			207,100			225,800
Payments on credit facility		(95,000	)		(114,200	)		(128,000	)		(241,700	)
Proceeds from issuance of common stock		85,000			—			115,001			60,000
Net cash provided by (used in) Financing Activities		163,000			9,000			194,101			44,100
Net increase (decrease) in cash and cash equivalents		(1,436	)		(40,907	)		(617	)		(68,841	)
Cash and cash equivalents, beginning of period		8,355			114,849			8,355			114,849
Cash and cash equivalents, end of period	$	6,919		$	73,942		$	7,738		$	46,008

Supplemental and Non-Cash Information:
Interest paid during the period	$	858		$	179		$	2,210		$	568
Distributions declared during the period	$	10,507		$	1,687		$	22,665		$	4,518
Reinvestment of distributions during the period	$	10,507		$	1,687		$	22,665		$	4,518

The accompanying notes are an integral part of these consolidated financial statements.



Portfolio Company(3)(7)	Industry	Spread Above Index	Interest Rate (5)			Maturity Date	Principal / Shares		Amortized Cost			Fair Value			Percentage of Net Assets (2)			Industry	Spread Above Index	Interest Rate (5)			Maturity Date	Principal / Shares		Amortized Cost			Fair Value			Percentage of Net Assets (2)
Debt Investments
First Lien Senior Secured(5)
190 Octane Financing - Delayed Draw Loan (8)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.51	%	5/10/2027		4,912	$	4,839		$	4,763			1.0	%	Consumer Services	SOFR + 6.50% (1.00% floor)		11.85	%	5/10/2027		4,900	$	4,831		$	4,768			0.9	%
190 Octane Financing - Revolving Credit Line (4)(8)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.51	%	5/10/2027		-		(19	)		(34	)		0.0	%	Consumer Services	SOFR + 6.50% (1.00% floor)		11.85	%	5/10/2027		-		(18	)		(31	)		0.0	%
190 Octane Financing - Term Loan (8)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.51	%	5/10/2027		8,498		8,352			8,243			1.8	%	Consumer Services	SOFR + 6.50% (1.00% floor)		11.85	%	5/10/2027		8,476		8,338			8,247			1.6	%
Abea Acquisition, Inc. - Delayed Draw Loan	Consumer Services	L + 6.50% (1.00% floor)		11.36	%	11/30/2026		1,509	��	1,488			1,455			0.3	%	Consumer Services	SOFR + 6.50% (1.00% floor)		11.64	%	11/30/2026		1,506		1,486			1,478			0.3	%
Abea Acquisition, Inc. - Term Loan	Consumer Services	L + 6.50% (1.00% floor)		11.36	%	11/30/2026		12,026		11,865			11,593			2.5	%	Consumer Services	SOFR + 6.50% (1.00% floor)		11.64	%	11/30/2026		11,995		11,845			11,779			2.3	%
AccessOne Medcard, Inc. - Term Loan	Health Care Technology	L + 6.00% (0.50% floor)		10.86	%	8/20/2026		11,784		11,641			11,324			2.5	%	Health Care Technology	SOFR + 7.00% (0.50% floor)		12.14	%	8/20/2026		11,754		11,619			11,249			2.2	%
Aurora Solutions LLC - Delayed Draw Loan (4)(8)	Diversified Financials	SOFR + 6.00% (0.75% floor)		10.90	%	12/31/2027		3,319		3,255			2,764			0.6	%	Diversified Financials	SOFR + 6.00% (0.75% floor) + 0.50% PIK		11.74	%	12/31/2027		3,320		3,259			2,688			0.5	%
Aurora Solutions LLC - Revolving Credit Line (4)(8)	Diversified Financials	SOFR + 6.00% (0.75% floor)		10.90	%	12/31/2027		511		495			410			0.1	%	Diversified Financials	SOFR + 6.00% (0.75% floor) + 0.50% PIK		11.74	%	12/31/2027		511		496			396			0.1	%
Aurora Solutions LLC - Term Loan (8)	Diversified Financials	SOFR + 6.00% (0.75% floor)		10.90	%	12/31/2027		9,478		9,363			8,729			1.9	%	Diversified Financials	SOFR + 6.00% (0.75% floor) + 0.50% PIK		11.74	%	12/31/2027		9,457		9,347			8,606			1.7	%
Batteries Plus Holding Corporation - Revolving Credit Line (4)(8)																		Consumer Services	SOFR + 6.75% (1.00% floor)		11.99	%	6/27/2028		-		(54	)		(54	)		0.0	%
Batteries Plus Holding Corporation - Term Loan (8)																		Consumer Services	SOFR + 6.75% (1.00% floor)		11.99	%	6/27/2028		16,542		16,130			16,129			3.2	%
BKH - Delayed Draw Term Loan (4)(8)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.41	%	2/25/2028		-		(21	)		(43	)		0.0	%	Consumer Services	SOFR + 6.50% (1.00% floor)		11.75	%	2/25/2028		-		(20	)		(43	)		0.0	%
BKH - Term Loan (4)(8)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.41	%	2/25/2028		21,935		21,511			21,496			4.7	%
BKH - Term Loan (8)																		Consumer Services	SOFR + 6.50% (1.00% floor)		11.75	%	2/25/2028		21,797		21,388			21,362			4.2	%
Bradford Health Services - Delayed Draw Term Loan (4)(8)	Health Care Providers & Services	SOFR + 6.00% (1.00% floor)		11.06	%	10/27/2024		-		(59	)		(746	)		-0.2	%	Health Care Providers & Services	SOFR + 6.00% (1.00% floor)		11.42	%	10/27/2028		-		(50	)		(121	)		0.0	%
Bradford Health Services - Term Loan (8)	Health Care Providers & Services	SOFR + 6.00% (1.00% floor)		11.06	%	10/27/2028		13,162		12,911			11,859			2.6	%	Health Care Providers & Services	SOFR + 6.00% (1.00% floor)		11.42	%	10/27/2028		13,129		12,888			12,919			2.6	%
Cardiovascular Logistics - Delayed Draw Term Loan A (4)(8)	Health Care Providers & Services	SOFR + 6.25% (1.00% floor)		11.31	%	1/31/2029		-		(99	)		(121	)		0.0	%	Health Care Providers & Services	SOFR + 6.25% (1.00% floor)		11.67	%	1/31/2029		1,617		1,521			1,494			0.3	%
Cardiovascular Logistics - Delayed Draw Term Loan B (4)(8)	Health Care Providers & Services	SOFR + 6.25% (1.00% floor)		11.31	%	1/31/2029		-		(48	)		(116	)		0.0	%	Health Care Providers & Services	SOFR + 6.25% (1.00% floor)		11.67	%	1/31/2029		-		(46	)		(118	)		0.0	%
Cardiovascular Logistics - Term Loan (8)	Health Care Providers & Services	SOFR + 6.25% (1.00% floor)		11.31	%	1/31/2029		7,250		7,111			7,078			1.5	%	Health Care Providers & Services	SOFR + 6.25% (1.00% floor)		11.67	%	1/31/2029		7,232		7,098			7,058			1.4	%
CheckedUp - Delayed Draw Term Loan (4)(8)	Technology Hardware & Equipment	SOFR + 5.50% (1.00% floor)		10.40	%	10/20/2027		703		671			621			0.1	%	Technology Hardware & Equipment	SOFR + 5.50% (1.00% floor)		10.74	%	10/20/2027		702		670			683			0.1	%
CheckedUp - Revolving Credit Line (4)(8)	Technology Hardware & Equipment	SOFR + 5.50% (1.00% floor)		10.40	%	10/20/2027		518		488			467			0.1	%	Technology Hardware & Equipment	SOFR + 5.50% (1.00% floor)		10.74	%	10/20/2027		189		160			177			0.0	%
CheckedUp - Term Loan (8)	Technology Hardware & Equipment	SOFR + 5.50% (1.00% floor)		10.40	%	10/20/2027		9,143		8,997			8,897			1.9	%	Technology Hardware & Equipment	SOFR + 5.50% (1.00% floor)		10.74	%	10/20/2027		9,121		8,980			9,066			1.8	%
CreditAssociates, LLC - Revolving Credit Line (4)	Diversified Financials	SOFR + 7.00% (1.00% floor)		11.86	%	3/29/2027		-		(16	)		(20	)		0.0	%	Diversified Financials	SOFR + 7.00% (1.00% floor)		12.14	%	3/29/2027		-		(15	)		(18	)		0.0	%
CreditAssociates, LLC - Term Loan	Diversified Financials	SOFR + 7.00% (1.00% floor)		11.86	%	3/29/2027		22,752		22,421			22,365			4.9	%	Diversified Financials	SOFR + 7.00% (1.00% floor)		12.14	%	3/29/2027		22,404		22,090			22,069			4.4	%
CTM Group - Revolving Credit Line (4)(8)	Consumer Services	SOFR + 6.75% (1.00% floor)		11.81	%	11/30/2026		406		379			382			0.1	%
CTM Group - Term Loan (8)	Consumer Services	SOFR + 6.75% (1.00% floor)		11.81	%	11/30/2026		19,396		18,919			18,973			4.1	%
Educators Publishing Service - Revolving Credit Line (4)	Media	SOFR + 6.00% (1.00% floor)		10.80	%	2/24/2028		-		(43	)		(48	)		0.0	%	Media	SOFR + 6.00% (1.00% floor)		11.14	%	2/24/2028		-		(41	)		(32	)		0.0	%
Educators Publishing Service - Term Loan	Media	SOFR + 6.00% (1.00% floor)		10.80	%	2/24/2028		17,634		17,207			17,158			3.7	%	Media	SOFR + 6.00% (1.00% floor)		11.14	%	2/24/2028		17,590		17,178			17,273			3.4	%
Firebirds - Delayed Draw Term Loan (4)(8)	Consumer Services	SOFR + 6.25% (2.00% floor)		11.15	%	3/22/2028		-		(17	)		(35	)		0.0	%	Consumer Services	SOFR + 6.25% (2.00% floor)		11.49	%	3/22/2028		-		(16	)		(33	)		0.0	%
Firebirds - Revolving Credit Line (4)(8)	Consumer Services	SOFR + 6.25% (2.00% floor)		11.15	%	3/22/2028		-		(34	)		(35	)		0.0	%	Consumer Services	SOFR + 6.25% (2.00% floor)		11.49	%	3/22/2028		276		244			243			0.0	%
Firebirds - Term Loan (8)	Consumer Services	SOFR + 6.25% (2.00% floor)		11.15	%	3/22/2028		22,803		22,234			22,233			4.8	%	Consumer Services	SOFR + 6.25% (2.00% floor)		11.49	%	3/22/2028		22,746		22,199			22,201			4.4	%
Hasa - Delayed Draw Term Loan (4)(8)(9)	Capital Goods	SOFR + 5.75% (1.00% floor)		10.81	%	1/10/2029		1,181		1,100			1,102			0.2	%
Hasa - Delayed Draw Loan (4)(8)(9)																		Capital Goods	SOFR + 5.75% (1.00% floor)		11.17	%	1/10/2029		1,181		1,103			1,094			0.2	%
Hasa - Revolving Credit Line (4)(8)(9)	Capital Goods	SOFR + 5.75% (1.00% floor)		10.81	%	1/10/2029		-		(45	)		(43	)		0.0	%	Capital Goods	SOFR + 5.75% (1.00% floor)		11.17	%	1/10/2029		621		578			573			0.1	%
Hasa - Term Loan (8)(9)	Capital Goods	SOFR + 5.75% (1.00% floor)		10.81	%	1/10/2029		13,453		13,067			13,076			2.8	%	Capital Goods	SOFR + 5.75% (1.00% floor)		11.17	%	1/10/2029		13,416		13,045			13,000			2.6	%
JG Wentworth - Term Loan (1)(8)	Diversified Financials	SOFR + 7.50% (1.00% floor)		12.41	%	11/30/2027		7,639		7,496			7,486			1.6	%	Diversified Financials	SOFR + 7.50% (1.00% floor)		12.75	%	11/30/2027		7,610		7,473			7,412			1.5	%
Kemper Sports Management - Delayed Draw Term Loan (4)(8)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.40	%	1/12/2028		3,277		3,192			3,183			0.7	%
Kemper Sports Management - Delayed Draw Loan (4)(8)																		Consumer Services	SOFR + 6.50% (1.00% floor)		11.74	%	1/12/2028		3,715		3,629			3,626			0.7	%
Kemper Sports Management - Revolving Credit Line (4)(8)(9)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.40	%	1/12/2028		-		(32	)		(28	)		0.0	%	Consumer Services	SOFR + 6.50% (1.00% floor)		11.74	%	1/12/2028		-		(30	)		(27	)		0.0	%
Kemper Sports Management - Term Loan (8)	Consumer Services	SOFR + 6.50% (1.00% floor)		11.56	%	1/12/2028		18,951		18,585			18,629			4.1	%	Consumer Services	SOFR + 6.50% (1.00% floor)		11.92	%	1/12/2028		18,904		18,552			18,601			3.7	%
Kent Water Sports Holdings, LLC - Delayed Draw Loan	Consumer Durables & Apparel	L + 7.00% (1.00% floor) + 2.00% PIK		14.19	%	12/31/2025		16,295		16,110			14,600			3.2	%	Consumer Durables & Apparel	L + 7.00% (1.00% floor) + 2.00% PIK		14.55	%	12/31/2025		16,264		16,097			14,507			2.9	%
MerchantWise Solutions, LLC - Delayed Draw Loan (4)(8)	Software & Services	SOFR + 6.00% (0.75% floor)		10.91	%	6/1/2028		2,058		2,005			1,892			0.4	%	Software & Services	SOFR + 6.00% (0.75% floor)		11.27	%	6/1/2028		2,053		2,001			1,943			0.4	%
MerchantWise Solutions, LLC - Revolving Credit Line (4)(8)	Software & Services	SOFR + 6.00% (0.75% floor)		10.91	%	6/1/2028		-		(27	)		(83	)		0.0	%	Software & Services	SOFR + 6.00% (0.75% floor)		11.27	%	6/1/2028		-		(25	)		(56	)		0.0	%
MerchantWise Solutions, LLC - Term Loan (8)	Software & Services	SOFR + 6.00% (0.75% floor)		10.91	%	6/1/2028		12,246		12,031			11,584			2.5	%	Software & Services	SOFR + 6.00% (0.75% floor)		11.27	%	6/1/2028		12,215		12,002			11,775			2.3	%
Mollie Funding II LLC - Delayed Draw Loan (1)(4)(8)																		Diversified Financials	SOFR + 8.00% (1.00% floor)		13.25	%	6/11/2027		1,760		1,726			1,675			0.3	%
Mollie Funding II LLC - Revolving Credit (1)(4)(8)																		Diversified Financials	SOFR + 8.00% (1.00% floor)		13.25	%	6/11/2027		516		501			485			0.1	%
Mollie Funding II LLC - Term Loan (1)(8)																		Diversified Financials	SOFR + 8.00% (1.00% floor)		13.25	%	6/11/2027		11,013		10,903			10,793			2.1	%
Narcote, LLC - Revolving Credit Line (1)(4)(8)	Industrials	SOFR + 7.00% (1.00% floor)		11.91	%	3/30/2027		871		852			871			0.2	%	Industrials	SOFR + 7.00% (1.00% floor)		12.25	%	3/30/2027		871		853			871			0.2	%
Narcote, LLC - Term Loan (1)(8)	Industrials	SOFR + 7.00% (1.00% floor)		11.91	%	3/30/2027		4,656		4,588			4,656			1.0	%
Narcote, LLC - Term Loan (1)(8)	Industrials	SOFR + 7.00% (1.00% floor)		11.91	%	3/30/2027		2,793		2,753			2,793			0.6	%
National Debt Relief - Delayed Draw Term Loan (4)(8)	Diversified Financials	SOFR + 6.00% (1.50% floor)		10.91	%	2/24/2027		525		366			372			0.1	%



Portfolio Company(3)(7)	Industry	Spread Above Index	Interest Rate (5)			Maturity Date	Principal / Shares		Amortized Cost			Fair Value			Percentage of Net Assets (2)			Industry	Spread Above Index	Interest Rate (5)			Maturity Date	Principal / Shares		Amortized Cost			Fair Value			Percentage of Net Assets (2)
Narcote, LLC - Term Loan (1)(8)																		Industrials	SOFR + 7.00% (1.00% floor)		12.25	%	3/30/2027		4,632		4,567			4,632			0.9	%
Narcote, LLC - Term Loan (1)(8)																		Industrials	SOFR + 7.00% (1.00% floor)		12.25	%	3/30/2027		2,779		2,741			2,779			0.6	%
National Debt Relief - Delayed Draw Loan (4)(8)																		Diversified Financials	SOFR + 6.00% (1.50% floor)		11.25	%	2/24/2027		2,976		2,826			2,758			0.5	%
National Debt Relief - Revolving Credit Line (4)(8)	Diversified Financials	SOFR + 6.00% (1.50% floor)		10.91	%	2/24/2027		-	$	(32	)	$	(31	)		0.0	%	Diversified Financials	SOFR + 6.00% (1.50% floor)		11.25	%	2/24/2027		-		(30	)		(44	)		0.0	%
National Debt Relief - Term Loan (8)	Diversified Financials	SOFR + 6.00% (1.50% floor)		10.91	%	2/24/2027		13,131		12,945			12,948			2.8	%	Diversified Financials	SOFR + 6.00% (1.50% floor)		11.25	%	2/24/2027		13,131		12,953			12,869			2.6	%
Nuspire, LLC - Delayed Draw Loan (4)(8)	Software & Services	SOFR + 5.75% (1.00% floor)		10.65	%	5/25/2027		-		(37	)		(207	)		0.0	%
Nuspire, LLC - Revolving Credit Line (4)(8)	Software & Services	SOFR + 5.75% (1.00% floor)		10.65	%	5/25/2027		-		(15	)		(41	)		0.0	%	Software & Services	SOFR + 5.75% (1.00% floor)		10.99	%	5/25/2027		-		(14	)		(39	)		0.0	%
Nuspire, LLC - Term Loan (8)	Software & Services	SOFR + 5.75% (1.00% floor)		10.65	%	5/25/2027		6,982		6,863			6,654			1.4	%	Software & Services	SOFR + 5.75% (1.00% floor)		10.99	%	5/25/2027		6,965		6,851			6,658			1.3	%
Oak Dental - Delayed Draw Term Loan (4)(8)	Health Care Equipment & Services	SOFR + 6.50% (2.00% floor)		11.41	%	3/22/2028		-		(91	)		(147	)		0.0	%	Health Care Equipment & Services	SOFR + 6.50% (2.00% floor)		11.75	%	3/22/2028		-		(87	)		(110	)		0.0	%
Oak Dental - Revolving Credit Line (4)(8)	Health Care Equipment & Services	SOFR + 6.50% (2.00% floor)		11.41	%	3/22/2028		-		(21	)		(17	)		0.0	%	Health Care Equipment & Services	SOFR + 6.50% (2.00% floor)		11.75	%	3/22/2028		344		324			331			0.1	%
Oak Dental - Term Loan (8)	Health Care Equipment & Services	SOFR + 6.50% (2.00% floor)		11.67	%	3/22/2028		18,068		17,617			17,706			3.9	%	Health Care Equipment & Services	SOFR + 6.50% (2.00% floor)		12.03	%	3/22/2028		18,023		17,588			17,752			3.5	%
OneCare Media, LLC - Revolving Credit Line (4)	Media	L + 6.50% (1.00% floor)		11.36	%	9/29/2026		-		(29	)		(43	)		0.0	%	Media	SOFR + 6.50% (1.00% floor)		11.64	%	9/29/2026		-		(27	)		(51	)		0.0	%
OneCare Media, LLC - Term Loan A	Media	L + 6.50% (1.00% floor)		11.36	%	9/29/2026		11,238		11,075			11,002			2.4	%	Media	SOFR + 6.50% (1.00% floor)		11.64	%	9/29/2026		10,705		10,557			10,437			2.1	%
OneCare Media, LLC - Term Loan B	Media	L + 6.50% (1.00% floor)		11.36	%	9/29/2026		2,492		2,452			2,440			0.5	%	Media	SOFR + 6.50% (1.00% floor)		11.64	%	9/29/2026		2,375		2,338			2,315			0.5	%
OneCare Media, LLC - Term Loan C	Media	L + 6.50% (1.00% floor)		11.36	%	4/12/2028		1,557		1,530			1,524			0.3	%	Media	SOFR + 6.50% (1.00% floor)		11.64	%	9/29/2026		1,484		1,459			1,446			0.3	%
OneCare Media, LLC - Term Loan D	Media	L + 6.50% (1.00% floor)		11.36	%	9/29/2026		945		927			925			0.2	%	Media	SOFR + 6.50% (1.00% floor)		11.64	%	9/29/2026		901		885			878			0.2	%
Peak Technologies - Term Loan	Technology Hardware & Equipment	SOFR + 6.25% (1.00% floor)		11.05	%	7/22/2027		28,653		28,076			27,794			6.0	%	Technology Hardware & Equipment	SOFR + 6.25% (1.00% floor)		11.39	%	7/22/2027		28,581		28,037			27,811			5.5	%
PJW Ultimate Holdings LLC - Delayed Draw Term Loan (4)	Consumer Services	L + 6.00% (1.00% floor)		10.86	%	11/17/2026		3,864		3,799			3,758			0.8	%
PJW Ultimate Holdings LLC - Delayed Draw Term Loan																		Consumer Services	SOFR + 6.00% (1.00% floor)		11.14	%	11/17/2026		4,205		4,141			4,091			0.8	%
PJW Ultimate Holdings LLC - Revolving Credit Line (4)	Consumer Services	L + 6.00% (1.00% floor)		10.86	%	11/17/2026		1,070		1,039			1,016			0.2	%	Consumer Services	SOFR + 6.00% (1.00% floor)		11.14	%	11/17/2026		171		142			113			0.0	%
PJW Ultimate Holdings LLC - Term Loan	Consumer Services	L + 6.00% (1.00% floor)		10.86	%	11/17/2026		9,766		9,620			9,522			2.1	%	Consumer Services	SOFR + 6.00% (1.00% floor)		11.14	%	11/17/2026		9,766		9,627			9,502			1.9	%
Planet DDS - Delayed Draw Term Loan (4)(8)(9)	Health Care Technology	SOFR + 7.50% (0.75% floor)		12.40	%	7/18/2028		-		(22	)		(22	)		0.0	%
Planet DDS - Delayed Draw Loan (4)(8)(9)																		Health Care Technology	SOFR + 7.50% (0.75% floor)		12.74	%	7/18/2028		863		842			813			0.2	%
Planet DDS - Term Loan (8)(9)	Health Care Technology	SOFR + 7.50% (0.75% floor)		12.65	%	7/18/2028		14,348		13,950			13,946			3.0	%	Health Care Technology	SOFR + 7.50% (0.75% floor)		13.14	%	7/18/2028		14,348		13,960			13,946			2.8	%
Raven Engineered Films, Inc. - Revolving Credit Line (4)(8)	Industrials	SOFR + 7.00% (1.00% floor)		11.91	%	4/29/2027		528		466			422			0.1	%	Industrials	SOFR + 7.00% (1.00% floor)		12.25	%	4/29/2027		226		168			121			0.0	%
Raven Engineered Films, Inc. - Term Loan (8)	Industrials	SOFR + 7.00% (1.00% floor)		11.91	%	4/29/2027		21,772		21,407			21,162			4.6	%	Industrials	SOFR + 7.00% (1.00% floor)		12.25	%	4/29/2027		21,489		21,142			20,888			4.1	%
Rushmore Intermediate - Delayed Draw Loan (4)	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.19	%	11/1/2027		1,262		1,240			1,218			0.3	%
Rushmore Intermediate - Delayed Draw Loan																		Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.27	%	11/1/2027		1,262		1,242			1,222			0.2	%
Rushmore Intermediate - Delayed Draw Loan 2nd Amend (4)																		Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.27	%	11/1/2027		407		370			364			0.1	%
Rushmore Intermediate - Revolving Credit Line (4)	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.19	%	11/1/2027		-		(21	)		(44	)		0.0	%	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.27	%	11/1/2027		-		(19	)		(43	)		0.0	%
Rushmore Intermediate - Term Loan	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.19	%	11/1/2027		12,096		11,904			11,697			2.5	%	Health Care Equipment & Services	SOFR + 7.00% (1.00% floor)		12.27	%	11/1/2027		12,096		11,913			11,709			2.3	%
S4T Holdings Corp. - Delayed Draw Loan (4)(8)	Commercial & Professional Services	SOFR + 6.00% (1.00% floor)		10.91	%	12/28/2026		-		(58	)		-			0.0	%
S4T Holdings Corp. - Delayed Draw Loan (8)																		Commercial & Professional Services	SOFR + 6.00% (1.00% floor)		11.25	%	12/28/2026		7,731		7,599			7,731			1.5	%
S4T Holdings Corp. - Term Loan (8)	Commercial & Professional Services	SOFR + 6.00% (1.00% floor)		10.91	%	12/28/2026		25,955		25,559			25,955			5.6	%	Commercial & Professional Services	SOFR + 6.00% (1.00% floor)		11.25	%	12/28/2026		25,890		25,511			25,891			5.1	%
Select Rehabilitation - Term Loan (8)	Health Care Equipment & Services	SOFR + 8.50% (1.00% floor)		13.51	%	10/19/2027		20,049		19,585			19,348			4.2	%	Health Care Equipment & Services	SOFR + 8.50% (1.00% floor)		13.87	%	10/19/2027		19,999		19,559			19,599			3.9	%
The Smilist Management, Inc. - Delayed Draw Loan A	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.30	%	12/23/2025		2,729		2,700			2,623			0.6	%	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.64	%	12/23/2025		2,716		2,689			2,612			0.5	%
The Smilist Management, Inc. - Delayed Draw Loan B	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.30	%	12/23/2025		5,813		5,748			5,587			1.2	%	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.64	%	12/23/2025		5,784		5,724			5,564			1.1	%
The Smilist Management, Inc. - Delayed Draw Loan C (4)	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.30	%	12/23/2025		2,556		2,516			2,376			0.5	%	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.64	%	12/23/2025		3,488		3,445			3,313			0.7	%
The Smilist Management, Inc. - Revolving Credit Line (4)	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.30	%	12/23/2025		-		(6	)		(21	)		0.0	%	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.64	%	12/23/2025		-		(5	)		(21	)		0.0	%
The Smilist Management, Inc. - Term Loan	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.30	%	12/23/2025		4,921		4,869			4,729			1.0	%	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)		11.64	%	12/23/2025		4,896		4,847			4,710			0.9	%
VardimanBlack Holdings LLC - Delayed Draw Loan (8)	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)		11.90	%	3/18/2027		6,785		6,728			6,676			1.5	%	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)		12.24	%	3/18/2027		6,768		6,714			6,632			1.3	%
VardimanBlack Holdings LLC - Delayed Draw Loan 1st Amendment (4)(8)	Health Care Equipment & Services	SOFR + 8.00% (0.50% floor)		12.90	%	3/18/2027		10,543		10,437			10,366			2.3	%
VardimanBlack Holdings LLC - Delayed Draw Loan 1st Amend (8)																		Health Care Equipment & Services	SOFR + 8.00% (0.50% floor)		13.24	%	3/18/2027		11,058		10,957			10,837			2.1	%
VardimanBlack Holdings LLC - Term Loan (8)	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)		11.90	%	3/18/2027		8,166		8,098			8,036			1.7	%	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)		12.24	%	3/18/2027		8,146		8,081			7,983			1.6	%
Vecta Environmental Services - Delayed Draw Term Loan (4)(8)	Industrials	SOFR + 6.25% (1.00% floor)		11.31	%	12/30/2027		-		(23	)		(49	)		0.0	%	Industrials	SOFR + 6.25% (1.00% floor)		11.67	%	12/30/2027		-		(22	)		(40	)		0.0	%
Vecta Environmental Services - Revolving Credit Line (4)(8)	Industrials	SOFR + 6.25% (1.00% floor)		11.15	%	12/30/2027		124		107			106			0.0	%	Industrials	SOFR + 6.25% (1.00% floor)		11.49	%	12/30/2027		124		108			110			0.0	%
Vecta Environmental Services - Term Loan (8)	Industrials	SOFR + 6.25% (1.00% floor)		11.31	%	12/30/2027		8,160		8,006			7,997			1.7	%	Industrials	SOFR + 6.25% (1.00% floor)		11.67	%	12/30/2027		8,140		7,992			8,009			1.6	%
VENU+ - Revolving Credit Line (4)(8)																		Consumer Services	SOFR + 6.75% (1.00% floor)		12.04	%	11/30/2026		480		455			456			0.1	%
VENU+ - Term Loan (8)																		Consumer Services	SOFR + 6.75% (1.00% floor)		12.04	%	11/30/2026		19,347		18,895			18,922			3.8	%
Whitestone Home Furnishings, LLC - Term Loan	Consumer Durables & Apparel	L + 9.00% (1.00% floor)		13.86	%	8/20/2026		15,300		15,082			14,244			3.1	%	Consumer Durables & Apparel	SOFR + 9.00% (1.00% floor)		14.14	%	8/20/2026		14,819		14,618			13,900			2.8	%
Wilnat, Inc. - Revolving Credit Line (4)	Capital Goods	SOFR + 6.00% (1.00% floor)		10.80	%	12/29/2026		-		(18	)		-			0.0	%
Wilnat, Inc. - Term Loan	Capital Goods	SOFR + 6.00% (1.00% floor)		10.80	%	12/29/2026		12,191		12,003			12,191			2.7	%
Total First Lien Senior Secured								542,748		531,807			523,048			113.6	%
Total Debt Investments								542,748		531,807			523,048			113.6	%

Equity Investments
Preferred Equity
Atlas US Holdings, LP - class B-2 units (6)	Diversified Financials	NA	NA			NA		857,787	$	873		$	530			0.1	%
Educators Publishing Service - Series A-1 Preferred Units (6)	Media	NA	NA			NA		887,237		887			890			0.2	%



Portfolio Company(3)(7)	Industry	Spread Above Index	Interest Rate (5)	Maturity Date	Principal / Shares		Amortized Cost		Fair Value			Percentage of Net Assets (2)			Industry	Spread Above Index	Interest Rate (5)			Maturity Date	Principal / Shares		Amortized Cost			Fair Value			Percentage of Net Assets (2)
Wilnat, Inc. - Revolving Credit Line (4)															Capital Goods	SOFR + 5.00% (1.00% floor)		10.14	%	12/29/2026		-		(17	)		-			0.0	%
Wilnat, Inc. - Term Loan															Capital Goods	SOFR + 5.00% (1.00% floor)		10.14	%	12/29/2026		12,160		11,980			12,160			2.4	%
Wilnat, Inc. - Term Loan															Capital Goods	SOFR + 5.00% (1.00% floor)		10.14	%	12/29/2026		3,159		3,096			3,159			0.6	%
Total First Lien Senior Secured																						587,837		576,637			570,382			113.0	%
Total Debt Investments																						587,837		576,637			570,382			113.0	%

Equity Investments
Preferred Equity
Atlas US Holdings, LP - class X preferred (6)															Diversified Financials	15.00% PIK		15.00	%	NA		113,989	$	114		$	228			0.0	%
Atlas US Holdings, LP - class B-2 units (6)															Diversified Financials	NA						857,787		873			214			0.0	%
Educators Publishing Service - Series A-1 Preferred Units (6)															Media	NA	NA			NA		887,237		887			905			0.2	%
TVG OCM III (FT) Blocker, LLC - Class B Units (6)	Media	NA	NA	NA		706		706		971			0.2	%	Media	NA	NA			NA		706		706			890			0.2	%
Total Preferred Equity								2,466		2,391			0.5	%										2,580			2,237			0.4	%

Common Equity
190 Octane Holdings, LLC - series A-1 units (6)(9)	Consumer Services	NA	NA	NA		223,551	$	377	$	407			0.1	%	Consumer Services	NA	NA			NA		223,551	$	377		$	398			0.1	%
Cardiovascular Logistics - Class O2 Units (6)	Health Care Providers & Services	NA	NA	NA		142,509		143		143			0.0	%	Health Care Providers & Services	NA	NA			NA		142,509		143			142			0.0	%
CTM Group - Class A-1 Units (6)	Consumer Services	NA	NA	NA		664,865		665		677			0.1	%
Firebirds - Class A Units (6)	Consumer Services	NA	NA	NA		590,012		590		590			0.1	%	Consumer Services	NA	NA			NA		590,012		590			553			0.1	%
Firebirds - Class B Units	Consumer Services	NA	NA	NA		590,012		-		-			0.0	%
Kemper Sports Management - Series A Units (6)(9)	Consumer Services	NA	NA	NA		610,763		611		641			0.1	%
Oak Dental - Class C Units (6)	Health Care Equipment & Services	NA	NA	NA		45		344		344			0.1	%
Firebirds - Class B Units (6)															Consumer Services	NA	NA			NA		590,012		-			38			0.0	%
Kemper Sports Management Holdings LLC Equity (6)(9)															Consumer Services	NA	NA			NA		610,763		611			647			0.1	%
Oak Dental - Class C Units (6)(9)															Health Care Equipment & Services	NA	NA			NA		45		344			355			0.1	%
Rushmore Lender Co-Invest Blocker, LLC - Common Stock (6)	Health Care Equipment & Services	NA	NA	NA		537,606		539		479			0.1	%	Health Care Equipment & Services	NA	NA			NA		537,606		538			514			0.1	%
Sea-K Investors, LLC - Class A Units (6)(9)	Consumer Durables & Apparel	NA	NA	NA		399,694		733		117			0.0	%	Consumer Durables & Apparel	NA	NA			NA		399,694		732			104			0.0	%
VENU+ - Class A-1 Units (6)															Consumer Services	NA	NA			NA		664,865		664			662			0.1	%
Vistria ESS Holdings, LLC - Equity (6)	Commercial & Professional Services	NA	NA	NA		326		327		487			0.1	%	Commercial & Professional Services	NA	NA			NA		326		326			549			0.1	%
Total Common Equity								4,329		3,885			0.7	%										4,325			3,962			0.7	%
Total Equity Investments								6,795		6,276			1.2	%										6,905			6,199			1.1	%
Total Investments							$	538,602		529,324			114.8	%									$	583,542			576,581			114.1	%
Liabilities in Excess of Other Assets										(69,906	)		-14.8	%													(72,014	)		-14.1	%
Net Assets									$	459,418			100.0	%												$	504,567			100.0	%

The following table shows the portfolio composition by industry grouping based on fair value at ~~March 31,~~June 30, 2023:


	At March 31, 2023					At June 30, 2023
Industry	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
Consumer Services	$	127,386		24.0	%	$	143,628		25.0	%
Health Care Equipment & Services		75,662		14.3			77,145		13.4
Diversified Financials		55,553		10.5			70,131		12.2
Technology Hardware & Equipment							37,737		6.5
Health Care Providers & Services							37,552		6.5
Industrials		37,958		7.2			37,370		6.5
Technology Hardware & Equipment		37,779		7.1
Commercial & Professional Services							34,171		5.9
Media		34,819		6.6			34,061		5.9
Health Care Providers & Services		33,391		6.3
Capital Goods							29,986		5.2
Consumer Durables & Apparel		28,961		5.5			28,511		4.9
Commercial & Professional Services		26,442		5.0
Capital Goods		26,326		5.0
Health Care Technology		25,248		4.8			26,008		4.5
Software & Services		19,799		3.7			20,281		3.5
	$	529,324		100.0	%	$	576,581		100.0	%


Portfolio Company(3)(7)	Industry	Interest Rate	Maturity Date	Principal / Shares		Amortized Cost			Fair Value			Percentage of Net Assets (2)			Industry	Interest Rate	Maturity Date	Principal / Shares		Amortized Cost			Fair Value			Percentage of Net Assets (2)
Rushmore Intermediate -Term Loan	Health Care Equipment & Services	L + 7.00% (0.75% floor)	11/1/2027		12,096	$	11,891		$	11,661			3.2	%	Health Care Equipment & Services	L + 7.00% (0.75% floor)	11/1/2027		12,096		11,891			11,661			3.2	%
S4T Holdings Corp. - Delayed Draw Loan (4)(8)(9)	Commercial & Professional Services	SOFR + 6.00% (1.00% floor)	12/28/2026		—		(62	)		(155	)		0.0	%	Commercial & Professional Services	SOFR + 6.00% (1.00% floor)	12/28/2026		—		(62	)		(155	)		0.0	%
S4T Holdings Corp. - Term Loan (9)	Commercial & Professional Services	SOFR + 6.00% (1.00% floor)	12/28/2026		26,021		25,592			25,501			7.0	%	Commercial & Professional Services	SOFR + 6.00% (1.00% floor)	12/28/2026		26,021		25,592			25,501			7.0	%
Select Rehabilitation - Term Loan	Health Care Equipment & Services	SOFR + 8.50% (1.00% floor)	10/19/2027		20,100		19,608			19,517			5.4	%	Health Care Equipment & Services	SOFR + 8.50% (1.00% floor)	10/19/2027		20,100		19,608			19,517			5.4	%
The Smilist Management, Inc. -Delayed Draw Loan A	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)	12/23/2025		2,743		2,710			2,620			0.7	%	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)	12/23/2025		2,743		2,710			2,620			0.7	%
The Smilist Management, Inc. -Delayed Draw Loan B	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)	12/23/2025		5,842		5,770			5,580			1.5	%	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)	12/23/2025		5,842		5,770			5,580			1.5	%
The Smilist Management, Inc. -Delayed Draw Loan c (4)(8)	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)	12/23/2025		787		751			579			0.2	%	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)	12/23/2025		787		751			579			0.2	%
The Smilist Management, Inc. -Revolving Credit Line (4)(8)	Health Care Providers & Services	L + 6.00% (1.00% floor)	12/23/2025		—		(6	)		(25	)		0.0	%	Health Care Providers & Services	L + 6.00% (1.00% floor)	12/23/2025		—		(6	)		(25	)		0.0	%
The Smilist Management, Inc. -Term Loan	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)	12/23/2025		4,946		4,888			4,723			1.3	%	Health Care Providers & Services	SOFR + 6.50% (1.00% floor)	12/23/2025		4,946		4,888			4,723			1.3	%
VardimanBlack Holdings LLC -Delayed Draw Loan (4)(8)(9)	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)	3/18/2027		6,802		6,739			6,632			1.8	%	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)	3/18/2027		6,802		6,739			6,632			1.8	%
VardimanBlack Holdings LLC -Delayed Draw Loan 1st Amend (4)(8)(9)	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)	3/18/2027		9,851		9,735			9,573			2.6	%	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)	3/18/2027		9,851		9,735			9,573			2.6	%
VardimanBlack Holdings LLC - Term Loan (9)	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)	3/18/2027		8,187		8,112			7,982			2.2	%	Health Care Equipment & Services	SOFR + 7.00% (0.50% floor)	3/18/2027		8,187		8,112			7,982			2.2	%
Vecta Environmental Services - Delayed Draw Term Loan (4)(8)	Industrials	SOFR + 6.25% (1.00% floor)	12/30/2027		—		(25	)		(49	)		0.0	%	Industrials	SOFR + 6.25% (1.00% floor)	12/30/2027		—		(25	)		(49	)		0.0	%
Vecta Environmental Services - Revolving Credit Line (4)(8)	Industrials	SOFR + 6.25% (1.00% floor)	12/30/2027		124		106			106			0.0	%	Industrials	SOFR + 6.25% (1.00% floor)	12/30/2027		124		106			106			0.0	%
Vecta Environmental Services - Term Loan	Industrials	SOFR + 6.25% (1.00% floor)	12/30/2027		8,160		7,997			7,997			2.2	%	Industrials	SOFR + 6.25% (1.00% floor)	12/30/2027		8,160		7,997			7,997			2.2	%
Whitestone Home Furnishings, LLC - Term Loan	Consumer Durables & Apparel	L + 9.00% (1.00% floor)	8/20/2026		15,379		15,140			14,287			3.9	%	Consumer Durables & Apparel	L + 9.00% (1.00% floor)	8/20/2026		15,379		15,140			14,287			3.9	%
Wilnat, Inc. - Revolving Credit Line (4)(8)	Capital Goods	L + 6.00% (1.00% floor)	12/29/2026		—		(20	)		—			0.0	%	Capital Goods	L + 6.00% (1.00% floor)	12/29/2026		—		(20	)		—			0.0	%
Wilnat, Inc. - Term Loan	Capital Goods	L + 6.00% (1.00% floor)	12/29/2026		12,222		12,018			12,222			3.4	%	Capital Goods	L + 6.00% (1.00% floor)	12/29/2026		12,222		12,018			12,222			3.4	%
Total First Lien Senior Secured					365,885		359,158			352,041			96.8	%					365,885		359,158			352,041			96.8	%
Total Debt Investments					365,885		359,158			352,041			96.8	%					365,885		359,158			352,041			96.8	%
Equity Investments
Preferred Equity
Atlas US Holdings, LP - Class B-2 Units (6)	Diversified Financials	NA	NA		857,787	$	873		$	700			0.2	%	Diversified Financials	NA	NA		857,787	$	873		$	700			0.2	%
TVG OCM III (FT) Blocker, LLC - Class B Units (6)	Media	NA	NA		706		706			997			0.3	%	Media	NA	NA		706		706			997			0.3	%
Total Preferred Equity							1,579			1,697			0.5	%							1,579			1,697			0.5	%
Common Equity
190 Octane Holdings, LLC - series A-1 units (6)(10)	Consumer Services	NA	NA		223,551	$	377		$	420			0.1	%	Consumer Services	NA	NA		223,551	$	377		$	420			0.1	%
Rushmore Lender Co-Invest Blocker, LLC - Common Stock (6)	Health Care Equipment & Services	NA	NA		537,606		539			481			0.1	%	Health Care Equipment & Services	NA	NA		537,606		539			481			0.1	%
Sea-K Investors, LLC -Class A Units (6)(10)	Consumer Durables & Apparel	NA	NA		333,730		733			205			0.1	%	Consumer Durables & Apparel	NA	NA		333,730		733			205			0.1	%
Vistria ESS Holdings, LLC -Equity (6)	Commercial & Professional Services	NA	NA		326		327			390			0.1	%	Commercial & Professional Services	NA	NA		326		327			390			0.1	%
Total Common Equity							1,976			1,496			0.4	%							1,976			1,496			0.4	%
Total Equity Investments							3,555			3,193			0.9	%							3,555			3,193			0.9	%
Total Investments						$	362,713			355,234			97.7	%						$	362,713			355,234			97.7	%
Liabilities in Excess of Other Assets										9,274			2.3	%										9,274			2.3	%
Net Assets									$	364,508			100.0	%									$	364,508			100.0	%

The following table shows the portfolio composition by industry grouping based on fair value at December 31, 2022:

The accompanying notes are an integral part of these consolidated financial statements.

(in thousands, except share and per share amounts, percentages, and as otherwise indicated)

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, Financial Services—Investment Companies (“ASC 946”). The Company consolidates its wholly-owned direct subsidiaries, CCP BDC Blocker I, LLC, CCP BDC Blocker II, LLC, CCP Blocker III, LLC, and CCP BDC California LLC.

The Company’s consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition for the ~~period(s)~~periods presented. All intercompany transactions have been eliminated. Revenues are recognized when earned and expenses when incurred. The financial results of the Company’s portfolio investments are not consolidated in the financial statements.

The Company’s consolidated interim financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Article 6 of Regulation S-X. Accordingly, the Company’s consolidated interim financial

1012

statements do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented. The unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto in the Company’s Form 10-K for the year ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission (the “SEC”).

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these consolidated financial statements. Actual results could differ from those estimates.

Valuation of Portfolio Investments

The Investment Adviser applies fair value accounting in accordance with GAAP. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments are reflected on the Company’s Consolidated Statement of Assets and Liabilities at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the Company’s Consolidated Statement of Operations as “Net change in unrealized gains (losses) of investments” and realizations of portfolio investments reflected in the Company’s Consolidated Statements of Operations as “Net realized gains (losses) on investments”.

The Investment Adviser values the Company’s portfolio investments on a quarterly basis, or more frequently if required under the 1940 Act. For purposes of the 1940 Act, the Company’s board of directors (“Board”) has designated the Investment Adviser as the Company’s “valuation designee” under Rule 2a-5 under the 1940 Act. The Board provides oversight of the Investment Adviser’s fair value determinations of the Company’s portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded and those whose market prices are not readily available. Security transactions are accounted for on a trade date basis.

ToGiven that the ~~extent (i) “benefit plan investors”,~~Company's assets are currently treated as ~~defined in Section 3(42) of~~"plan assets" under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and ~~any regulations promulgated thereunder (“Benefit Plan Investors”), hold~~ 25~~% or more~~Section 4975 of the ~~Company’s outstanding Shares, and (ii) the Company’s Shares are not listed on a national securities exchange,~~Code, one or more independent valuation firms (each a “Valuation Agent”) will be engaged to independently value the Company’s investments, in consultation with the Investment Adviser. The Company’s quarterly valuation procedures, which are the procedures that will be followed by such Valuation Agent to the extent ~~(i) Benefit Plan Investors hold~~ 25% the Company’s assets are treated as "plan assets" under ERISA and/or ~~more~~Section 4975 of the ~~Company’s outstanding Shares, and (ii) the Company’s Shares are not listed on a national securities exchange,~~Code, are set forth in more detail below:

Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.

Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.

a) Bond quotes are obtained through independent pricing services. Internal reviews are performed by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, to ensure that the quote obtained is representative of fair value in accordance with GAAP and if so, the quote is used. If the Valuation Agent is unable to sufficiently validate the quote(s) internally and if the investment’s par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and

b) For investments other than bonds, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, look at the number of quotes readily available and perform the following:

i) Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. If quotes from pricing services differ by +/- five points or if the spread between the bid and ask for a quote is greater than 10 points, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value;

in consultation with the investment professionals of the Investment Adviser, analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. For assets where a

supporting analysis is prepared, the Valuation Agent will document the selection and appropriateness of the indices selected for yield comparison and a conclusion documenting how the yield comparison analysis supports the proposed mark. The quarterly portfolio company monitoring reports which detail the qualitative and quantitative performance of the portfolio company will also be included. If the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, is unable to sufficiently validate the quote internally and if the investment’s par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).

Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi- step valuation process:

a) Each portfolio company or investment is initially valued by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser; and

b) Preliminary valuation conclusions will then be documented and discussed with our senior management.

For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded.

The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. 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 the Company’s investments may fluctuate from period to period and the fluctuations could be material.

In the event Benefit Plan Investors do not hold 25% or more of the Company’s outstanding Shares, or the Company’s Shares are listed on a national securities exchange, then (i) personnel of the Investment Adviser ~~will~~may undertake the roles to be performed by the personnel of the Valuation Agent, as described above and (ii) if an investment falls into category (3) above for four consecutive quarters and if the investment’s par value or its fair value exceeds a certain materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which the Company does not have a readily available market quotation will be reviewed by an independent valuation firm engaged by the Board.

For all valuations, the Valuation Committee of the Board, which consists solely of directors who are not “interested persons” of the Company, as such term is used under the 1940 Act (the “Independent Directors”), will review these preliminary valuations and the Board, a majority of whom are Independent Directors, will discuss the Investment Adviser’s valuations; provided, however, that to the extent the Company’s assets are treated as “plan assets” ~~for purposes~~under ERISA, and/or Section 4975 of ~~ERISA,~~the Code, the Valuation Agent will determine valuations using only those valuation methodologies reviewed and approved by the Valuation Committee and the Board, and, absent manifest error, the Board will accept such valuations prepared by the Valuation Agent in accordance therewith.

Investment Classification

The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control” is defined as the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. In addition, in accordance with Section 2(a)(9) of the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company shall be presumed to control such company. Any person who does not so own more than 25% of the voting securities of any company shall be presumed not to control such company. Any person who does not so own more than 25% of the voting securities of any company and/or does not have the power to exercise control over the management or policies of such portfolio company shall be presumed not to control such company. Consistent with the 1940 Act, “Affiliated Investments” are defined as those investments in companies in which the Company owns 5% or more of the voting securities. Consistent with the 1940 Act, “Non-affiliated Investments” are defined as investments that are neither Control Investments nor Affiliated Investments. As of ~~March 31,~~June 30, 2023 and as of December 31, 2022, the Company did not “control” and was not an “affiliated person” of any of its portfolio companies, each as defined in the 1940 Act.

Cash and Cash Equivalents

Cash and cash equivalents include cash held in banks and short-term, liquid investments in a money market deposit account. Cash and cash equivalents are carried at cost which approximates fair value. The Company deposits at financial institutions for its cash and cash equivalents may exceed FDIC insured limits under applicable law.

The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. As of ~~March 31,~~June 30, 2023 and December 31, 2022, the Company held cash and cash equivalents in the form of money market fund shares held in First American Government Obligations Fund with a fair value of $~~1.5~~2.0 million and $3.8 million, respectively, representing ~~0.32~~0.39% and 1.04%, respectively, of the Company’s net assets. Cash equivalents in the form of money market fund shares are valued at their reported net asset value (generally $1 per share) on the measurement date and are categorized within Level 1 of the fair value hierarchy under ASC 820, as inputs in the valuation are observable.

Organizational Expenses and Offering Costs

Organizational expenses consist of costs incurred to establish the Company and enable it legally to do business. Organization costs are expensed as incurred. Offering costs consist of costs incurred in connection with the offering of Common Stock of the Company. Offering costs are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the inception date. ~~For~~Offering costs for the three and six months ended ~~March 31,~~June 30, 2023 ~~and 2022, the Company incurred~~were $0.00 million and $0.00 million, respectively. Offering costs for the three and six months ended June 30, 2022 were $0.04 million ~~of offering costs,~~and $0.08 million, respectively. As of ~~March 31,~~June 30, 2023 and December 31, 2022, no offering costs were deferred.

The Company ~~will bear~~bears the organizational expenses and offering costs incurred in connection with the formation of the Company and the offering of shares of its Common Stock, including the out-of-pocket expenses of the Investment Adviser and its agents and affiliates. In addition, the Company ~~will reimburse~~reimburses the Investment Adviser for the organizational expenses and offering costs it incurs on the Company’s behalf. For the period from January 15, 2021 (Inception Date) through ~~March 31,~~June 30, 2023, the Company has incurred $0.48 million of organizational costs. If actual organizational expenses and offering costs incurred exceed $0.75 million, the Investment Adviser or its affiliate bear the excess costs.

Deferred Financing Costs

Financing costs incurred in connection with the Company’s credit facilities are capitalized and amortized into expense using the straight-line method, which approximates the effective yield method over the life of the respective facility. See Note 5—Borrowings.

Revenue Recognition

Interest Income

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium on investments purchased are accreted/amortized over the expected life of the respective investment using the effective yield method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income. The Company may have loans in its portfolio that contain a payment-in-kind ("PIK") interest ~~provision).~~provision. PIK interest is accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest is added to the principal balance on the capitalization date and is generally due at maturity or when deemed by the issuer. For the three months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~ 2022, the Company recognized PIK interest from investments of $~~244~~0 thousand and $0 thousand respectively, which is included in Interest Income on the Consolidated Statement of Operations. For the six months ended June 30, 2023 and 2022, the Company recognized PIK interest from investments of $331 thousand and $86 thousand respectively, which is included in Interest Income on the Consolidated Statement of Operations.

Fee Income

Fee income, such as structuring fees, loan monitoring, amendment, syndication, commitment, termination, and other loan fees are recognized as income when earned, either upon receipt or amortized into fee income. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan fees are recorded as fee income.

Non-accrual

non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment of the ultimate outcome. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.

Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss

Investment transactions are accounted for on the trade date. Gain or loss on the sale of investments is calculated using the specific identification method. Net change in unrealized gain or loss will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gain or loss, when a gain or loss is realized.

Income Taxes

The Company has elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. Generally, a corporation can qualify as a RIC if it distributes dividends for federal income tax purposes to stockholders in an amount generally equal to at least 90% of “investment company taxable income,” as defined in the Code, and determined without regard to any deduction for dividends paid. Distributions declared prior to the filing of the previous year’s tax return and paid up to twelve months after the previous tax year can be carried back to the prior tax year in determining the distributions paid in such tax year. The Company intends to make sufficient distributions to maintain its ability to be subject to be taxed as a RIC each year. The Company will be subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year, plus any net ordinary income or capital gain net income not distributed in previous years.

The Company evaluates tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each such tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes will be included in income tax expense, if any. The Company did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjusted at a later date based on factors including, but not limited to, examination by tax authorities, on-going analysis of and changes to tax laws, regulations and interpretations thereof.

Recent Accounting Standards Update

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard iswas effective as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. As of ~~March 31,~~June 30, 2023, the adoption of this guidance did not have an impact on the Company’s consolidated financial statements.

Note 3—Fair Value of Financial Instruments

Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure (“ASC 820”) establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows:

•

Level 1—Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

•

Level 3—Unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Investment Adviser evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.

Determination of fair values involves subjective judgments and estimates. Accordingly, the notes to the consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations on the consolidated financial statements.

The following table presents fair value measurements of investments, by major class, as of ~~March 31,~~June 30, 2023, according to the fair value hierarchy:


	Fair Value Measurements								Fair Value Measurements
	Level 1		Level 2		Level 3		Totals		Level 1		Level 2		Level 3		Totals
First Lien Senior Secured	$	—	$	—	$	523,048	$	523,048	$	—	$	—	$	570,382	$	570,382
Equity		—		—		6,276		6,276		—		—		6,199		6,199
Total	$	—	$	—	$	529,324	$	529,324	$	—	$	—	$	576,581	$	576,581

The following table presents fair value measurements of investments, by major class, as of December 31, 2022, according to the fair value hierarchy:


	Fair Value Measurements
	Level 1		Level 2		Level 3		Totals
First Lien Senior Secured	$	—	$	—	$	352,041	$	352,041
Equity		—		—		3,193		3,193
Total	$	—	$	—	$	355,234	$	355,234

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the ~~three~~six months ended ~~March 31,~~June 30, 2023:


	First Lien Senior Secured			Equity			Total			First Lien Senior Secured			Equity			Total
Balance as of December 31, 2022	$	352,041		$	3,193		$	355,234		$	352,041		$	3,193		$	355,234
Purchases and other adjustments to cost		175,056			3,243			178,299			224,532			3,353			227,885
Sales and repayments		(2,998	)		—			(2,998	)		(8,119	)		—			(8,119	)
Net change in unrealized gain/(loss) on investments		(1,638	)		(160	)		(1,798	)		866			(347	)		519
Net accretion of discount on investments		587			—			587			1,062			—			1,062
Balance as of March 31, 2023	$	523,048		$	6,276		$	529,324
Balance as of June 30, 2023										$	570,382		$	6,199		$	576,581
Net change in unrealized gain/loss for the period relating to those Level 3 assets that were still held by the Company at the end of the period:	$	(1,638	)	$	(160	)	$	(1,798	)	$	866		$	(347	)	$	519

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the ~~three~~six months ended ~~March 31,~~June 30, 2022:


	First Lien Senior Secured			Equity		Total			First Lien Senior Secured			Equity			Total
Balance as of December 31, 2021	$	135,926		$	2,549	$	138,475		$	135,926		$	2,549		$	138,475
Purchases and other adjustments to cost		53,288			—		53,288			126,041			810			126,851
Sales and repayments		(1,442	)		—		(1,442	)		(8,710	)		-			(8,710	)
Net realized gains										32			-			32
Net change in unrealized gain/(loss) on investments		292			128		420			(897	)		(50	)		(947	)
Net accretion of discount on investments		156			—		156			365			-			365
Balance as of March 31, 2022	$	188,220		$	2,677	$	190,897
Balance as of June 30, 2022									$	252,757		$	3,309		$	256,066
Net change in unrealized gain/loss for the period relating to those Level 3 assets that were still held by the Company at the end of the period:	$	292		$	128	$	420		$	(897	)	$	(50	)	$	(947	)

Purchases represent the acquisition of new investments at cost. Sales and repayments represent principal payments received during the period.

Significant Unobservable Inputs

The following table summarizes the significant unobservable inputs used to value Level 3 investments as of ~~March 31,~~June 30, 2023. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.

Selected Input Range

Asset Category

Fair Value

Primary Valuation
Technique

Unobservable
Inputs

Minimum

Maximum

Weighted
Average (a)

Fair Value

Primary Valuation
Technique

Unobservable
Inputs

Minimum

Maximum

Weighted
Average (a)

First Lien Senior Secured

523,048

Discounted Cash Flow

Discount Rate

9.5%

20.9%

12.6%

570,382

Discounted Cash Flow

Discount Rate

8.6%

22.1%

12.1%

Equity

479

Market Comparables

Revenue Multiple

2.6x

2.8x

2.7x

514

Market Comparables

Revenue Multiple

2.6x

2.8x

2.7x

Equity

5,797

Market Comparables

EBITDA Multiple

7.0x

16.1x

10.6x

5,685

Market Comparables

EBITDA Multiple

6.0x

16.0x

10.4x

Total

529,324

576,581

(a)

Weighted averages are calculated based on fair value of investments.

The following table summarizes the significant unobservable inputs used to value Level 3 investments as of December 31, 2022. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.

Selected Input Range

Asset Category

Fair Value

Primary Valuation
Technique

Unobservable
Inputs

Minimum

Maximum

Weighted
Average (a)

First Lien Senior Secured

352,041

Discounted Cash Flow

Discount Rate

9.8%

20.0%

12.5%

Equity

481

Market Comparables

Revenue Multiple

2.7x

2.9x

2.8x

Equity

2,712

Market Comparables

EBITDA Multiple

7.0x

16.5x

11.3x

Total

355,234

(a)

Weighted averages are calculated based on fair value of investments.

There were no significant changes in valuation approach or technique as of ~~March 31,~~June 30, 2023 and December 31, 2022.

Level 3 inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities where the fair value is based on unobservable inputs.

The income and market approaches were used in the determination of fair value of certain Level 3 assets as of ~~March 31,~~June 30, 2023 and December 31, 2022. The significant unobservable inputs used in the income approach are the discount rate or market yield used to

discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments and any other end of term fees, as applicable. Included in the consideration and selection of discount rates are factors such as risk of default, interest rate risk, and changes in credit quality. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in the valuation multiples in isolation may result in higher or lower fair value measurement, respectively, and increases or decreases in the discount rate in isolation may result in lower or higher fair value measurement, respectively.

As of ~~March 31,~~June 30, 2023 and December 31, 2022, the Company had no portfolio companies on non-accrual status. Refer to Note 2 -Summary of Significant Accounting Policies—for additional details regarding the Company’s non-accrual policy.

For discussion of the fair value measurement of the Company’s borrowings, refer to Note 5—Borrowings.

Note 4—Related Party Transactions

Investment Advisory Agreement

The Company entered into an investment advisory and management agreement (the “Investment Advisory Agreement”) with the Investment Adviser in which the Investment Adviser, subject to the overall supervision of the Company’s Board, manages the day-to-day operations of, and provides investment advisory services to the Company.

Pursuant to the Investment Advisory Agreement with the Investment Adviser, the Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of an annual base management fee (“Management Fee”) and an incentive management fee (the “Incentive Fee”), each payable quarterly, in the manner set forth below.

Operating Advisory Group, LLC (“OAG”), is a consulting firm that exclusively provides management consulting services, substantially all of which are provided to portfolio companies of Comvest Partners’ affiliated funds investing in a control equity strategy. The Company also engages OAG to provide assistance with certain discrete diligence and other matters in connection with the Company’s investing activities. For the three months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~ 2022, OAG charged $0 and $11, respectively, for due diligence services which were paid by portfolio companies of the Company. InFor the six months ended June 30, 2023 and 2022, OAG charged $0 and $11, respectively, for due diligence services which were paid by portfolio companies of the Company.In addition, for the three months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~ 2022, OAG charged the Company $71 and $0, respectively, for diligence expense which were paid by the Company. For the six months ended June 30, 2023 and 2022, OAG charged the Company $8 and $0, respectively, for diligence expense which were paid by the Company. While neither the Company nor any of its affiliates or personnel own or share in any portion of the economics received by OAG, an affiliate of the Investment Adviser has been granted an option to acquire the shares of OAG’s parent company at a nominal value.

The Investment Adviser or its affiliates generally may pay operating expenses on behalf of the Company and are reimbursed. As of March 31, 2023 and December 31, 2022, the Company had a payable of approximately $~~0.09~~ ~~million and $0.09~~ ~~million, respectively, for expenses paid on its behalf.~~

Management Fee

During the Investment Period, the Management Fee ~~will be~~is calculated at an annual rate of 1.00% with respect to the Company’s Adjusted Average Assets Invested (defined below) in respect of the relevant quarterly period, in the manner set forth in the table below. “Adjusted Average Assets Invested” shall mean (a) the average of the sum of the Company’s (i) Drawn Capital Commitments and (ii) outstanding principal on borrowings, in the case of clause (i) and clause (ii), as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company’s (iii) cumulative net unrealized losses, if any, and (iv) cumulative net realized losses, if any, in the case of clause (iii) and clause (iv), as of the last business day of the relevant quarter. For the avoidance of doubt, the quarterly Management Fees payable to the Investment Adviser are specifically set forth below.

After the Investment Period, the 1.00% Management Fee will be calculated based on the Company’s Adjusted Average Assets Invested in respect of each quarterly period.

Any Management Fees payable pursuant to the Investment Advisory Agreement will be calculated based on the Company’s Adjusted Average Assets Invested in respect of the most recently completed calendar quarter. Management Fees for any partial quarter will be appropriately prorated. For the avoidance of doubt, the quarterly Management Fees payable to the Investment Adviser shall be calculated based on the lower of the actual Adjusted Average Assets Invested as of the end of any quarter and the target Adjusted Average Assets Invested for that quarter, as specifically set forth in the table below:

The table set forth below shows the following quarterly fee percentages shall be payable with respect to the Company’s Target Adjusted Average Assets through the end of the Investment Period:


Quarter Ending	Quarter		Target Adjusted Average Assets Invested ($in millions) 1		Quarterly Management Fee Percentage			Quarterly Dollar Amount ($in millions) 2
September 30, 2021		1	$	80		1	%	$	0.2
December 31, 2021		2	$	160		1	%	$	0.4
March 31, 2022		3	$	240		1	%	$	0.6
June 30, 2022		4	$	320		1	%	$	0.8
September 30, 2022		5	$	400		1	%	$	1
December 31, 2022		6	$	480		1	%	$	1.2
March 31, 2023		7	$	560		1	%	$	1.4
June 30, 2023		8	$	640		1	%	$	1.6
September 30, 2023		9	$	650		1	%	$	1.625
December 31, 2023		10	$	650		1	%	$	1.625
March 31, 2024		11	$	650		1	%	$	1.625
June 30, 2024	12 and beyond 3		$	650		1	%	$	1.625

(1)

For the avoidance of doubt, the Management Fee paid at the end of any quarter shall be calculated based on the lower of the actual Adjusted Average Assets Invested in respect of the quarter and the target Adjusted Average Assets Invested for that quarter.

(2)

Reflects dollar amount of Management Fees payable for the applicable quarter based on the Company’s target Adjusted Average Assets Invested as of the end of such quarter.

(3)

Reflects the Management Fee payable beginning in quarter 12 and extending through the end of the Investment Period.

For the three and six months ended ~~March 31,~~June 30, 2023, the Company incurred $~~1.13~~1.30 million and $2.42 million, respectively, in Management Fees under the Investment Advisory Agreement. For the three and six months ended ~~March 31,~~June 30, 2022 the Company incurred $~~0.46~~0.64 million and $1.10 million, respectively, in Management Fees under the Investment Advisory Agreement.

There were no management fee waivers for the three and six months ended ~~March 31,~~June 30, 2023. The Investment Adviser has chosen to voluntarily waive $~~0.06~~0.03 million and $0.09 million, respectively, of management fees earned in accordance with the Investment Advisory Agreement for the three and six months ended ~~March 31,~~June 30, 2022. Any fees waived under the Investment Advisory Agreement are not subject to reimbursement to the Investment Adviser.

On June 29, 2023, the Company entered into an Amended and Restated Investment Advisory and Management Agreement to, among other things, clarify the methodology for calculating the Management Fees payable to ("the Advisor”) during and after the Investment Period. The Amended and Restated Investment Advisory and Management Agreement became effective on July 1, 2023 and would not have impacted Management Fees paid in prior periods.

Incentive Fee

If, as of the last day of the relevant quarter, the Company’s Total Return (as defined below) in respect of the relevant Measurement Period (as defined below) equals or exceeds the “Hurdle Amount” (as defined below), the Investment Adviser shall be paid an Incentive Fee calculated at an annual rate of 0.25% (0.0625% per quarter) with respect to the Company’s Incentive Fee Average Assets Invested (as defined below) on a cumulative basis for the Measurement Period less the aggregate amount of any previously paid Incentive Fees with respect to the Measurement Period.

If, as of the last day of the relevant quarter, the Company’s Total Return in respect of the relevant Measurement Period is less than the Hurdle Amount, the Investment Adviser shall not receive any Incentive Fee in respect of the relevant quarter.

“Total Return” means the sum of the Company’s net investment income (with Organizational Expenses (as defined herein) amortized ratably over a three-year period for the purposes of this calculation) in respect of the relevant Measurement Period and the Company’s realized and unrealized capital gains less realized and unrealized capital losses in respect of the relevant Measurement Period.

For the avoidance of doubt, the Total Return calculation will not take into account the deduction of the 0.25% Incentive Fee but will take into account the deduction of the 1.00% Management Fee.

“Hurdle Amount” means 7.25% times the average of the “Drawn Capital Commitments” (as defined below) for each quarter during the Measurement Period, (i) multiplied by the number of quarters in the Measurement Period, and (ii) divided by (4) four.

“Drawn Capital Commitments” means the simple average of the drawn Capital Commitments as of the last business day of each month included in the relevant quarterly period.

“Measurement Period” means the period from the Company’s inception date through the end of the most recently completed calendar quarter.

“Incentive Fee Average Assets Invested” means (a) the average of the sum of the Company’s (i) Drawn Capital Commitments and (ii) outstanding principal on borrowings, in the case of clause (i) and clause (ii), as of the last business day of each month included in the Measurement Period less (b) the Company’s net realized and unrealized losses, if any, in respect of each quarter included in the relevant Measurement Period.

For the three and six months ended ~~March 31,~~June 30, 2023, the Company incurred $1.4 million in incentive fees under the Investment Advisory Agreement. For the three and six months ended June 30, 2022 ~~there was~~the Company did not incur incentive ~~fee earned and thus~~ no ~~amounts have been accrued.~~fees under the Investment Advisory Agreement.

18The Investment Adviser has chosen to voluntarily waive $

0.06 million of incentive fees in accordance with the Investment Advisory Agreement for the three and six months ended June 30, 2023.Any fees waived under the Investment Advisory Agreement are not subject to reimbursement to the Investment Adviser.

Administration Agreement

We have entered into an administration agreement (the “Administration Agreement”) with Commonwealth Credit Advisors LLC, a Delaware limited liability company (in such capacity, the “Administrator”), under which the Administrator provides administrative services for us, including arranging office facilities for us and providing office equipment and clerical, bookkeeping and recordkeeping services at such facilities. Under the Administration Agreement, the Administrator also performs, or oversees the performance of, our required administrative services, which includes being responsible for the financial records which we are required to maintain and preparing reports to our stockholders and reports filed with the SEC and providing the services of our chief financial officer and their respective staffs. In addition, the Administrator will assist us in determining and in publishing our net asset value, overseeing the preparation and filing of tax returns and the ~~printing~~preparation and dissemination of reports to our Stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Administrator may also provide on our behalf managerial assistance to our portfolio companies.

The Administrator has hired a third-party sub-administrator to assist with the provision of administration services. For the three months ended ~~March 31,~~June 30, 2023 and 2022, the Company incurred $~~0.07~~0.08 million and $0.04 million, respectively, in administrative service fees under the administration agreement, payable to the sub-administrator. For the six months ended June 30, 2023 and 2022, the Company incurred $0.14 million and $0.08 million, respectively, in administrative service fees under the administration agreement, payable to the sub-administrator. Administration service fees are included in other general and administrative expenses on the Statements of Operations.

Co-Investment Relief

The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. On August 2, 2021, the SEC granted the Company exemptive relief (the “Order”) that allows it to enter into certain negotiated co-investment transactions alongside other funds managed by the Adviser or its affiliates (“Affiliated Funds”) in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with conditions (the “Order”). Pursuant to the Order, the Company is permitted to co-invest with its affiliates if, among other things, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or the Company’s stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s investment objective and strategies.

Goldman Credit Facility

On August 11, 2021, the Company entered into a Credit Agreement (the "Goldman Credit Facility") as the borrower and Goldman Sachs Bank USA (“Goldman Sachs”) as the lender. The Goldman Credit Facility is structured as a revolving credit facility secured by the capital commitments of the Company’s subscribed investors and certain related assets. On September 27, 2021, the Credit Agreement was amended, pursuant to which the maximum loan amount was increased to the lesser of $130 million and the Borrowing Base as defined below.

The Goldman Credit Facility is uncommitted and matures on the earlier of (i) the date on which either the Company or lender provide written notice of termination to the other party and (ii) the date that is 30 days prior to the last date on which the Company may issue capital drawdowns to its investors. Under the Goldman Credit Facility, the Company is permitted to borrow up to the lesser of $130 million and the Borrowing Base. The “Borrowing Base” is based upon the unfunded capital commitments of certain subscribed investors in the Company that have been approved by Goldman Sachs and meet certain criteria. The advance rate for such investors is currently 90%. The "Borrowing Base" was $130 million at June 30, 2023. The Goldman Credit Facility contains certain customary affirmative and negative covenants and events of default. The Goldman Credit Facility bears interest at a rate of Term SOFR + ~~0.11448% + 2.70%~~2.82% per weighted average annualized interest cost annum.

The weighted average annualized interest cost for all borrowings for the three months ended ~~March 31,~~June 30, 2023 and 2022 was ~~7.37~~7.92% and ~~2.95~~3.53%, respectively. The weighted average annualized interest cost for all borrowings for the six months ended June 30, 2023 and 2022 was 7.72% and 3.41%, respectively. The average daily debt outstanding for the three months ended ~~March 31,~~June 30, 2023 and 2022 was $~~42.6~~76.2 million and $~~13.9~~53.2 million, respectively. The average daily debt outstanding for the six months ended June 30, 2023 and 2022 was $59.5 million and $33.7 million, respectively. The maximum debt outstanding for the three months ended ~~March 31,~~June 30, 2023 and 2022 was $86.1 million and $97.1 million, respectively. The maximum debt outstanding for the six months ended June 30, 2023 and 2022 was $101.5 million and $~~122~~122.0 million, respectively.

The following table represents borrowings as of ~~March 31,~~June 30, 2023:


	Total Aggregate Borrowing Capacity		Total Principal Outstanding		Less Deferred Financing Costs		Amount per Statements of Assets and Liabilities		Total Aggregate Borrowing Capacity		Total Principal Outstanding		Less Deferred Financing Costs		Amount per Statements of Assets and Liabilities
Goldman Credit Facility	$	130,000	$	78,000	$	75	$	77,925	$	130,000	$	79,100	$	67	$	79,033
Total	$	130,000	$	78,000	$	75	$	77,925	$	130,000	$	79,100	$	67	$	79,033

The following table represents borrowings as of December 31, 2022:


	Total Aggregate Borrowing Capacity		Total Principal Outstanding		Less Deferred Financing Costs		Amount per Statements of Assets and Liabilities
Goldman Credit Facility	$	130,000	$	—	$	83	$	(83	)
Total	$	130,000	$	—	$	83	$	(83	)

The following table represents interest and debt fees for the three months ended ~~March 31,~~June 30, 2023:


	For the three months ended March 31, 2023							For the three months ended June 30, 2023
	Interest Rate(2)	Interest Expense		Deferred Financing Costs(1)		Other Fees(1)		Interest Rate(2)	Interest Expense		Deferred Financing Costs(1)		Other Fees(1)
Goldman Credit Facility	SOFR + 0.11448% + 2.70%	$	785	$	8	$	32	SOFR + 2.82%	$	1,503	$	8	$	32
Total		$	785	$	8	$	32		$	1,503	$	8	$	32

The following table represents interest and debt fees for the six months ended June 30, 2023:


	For the six months ended June 30, 2023
	Interest Rate(2)	Interest Expense		Deferred Financing Costs(1)		Other Fees(1)
Goldman Credit Facility	SOFR + 2.82%	$	2,288	$	16	$	65
Total		$	2,288	$	16	$	65

(1)

Amortization of deferred financing costs and other fees are included in interest expense on the consolidated statement of operations.

(2)

As of ~~March 31,~~June 30, 2023, the 1-month SOFR rate was ~~4.81%~~5.14%.

The following table represents interest and debt fees for the three months ended ~~March 31,~~June 30, 2022:


	For the three months ended March 31, 2022							For the three months ended June 30, 2022
	Interest Rate(2)	Interest Expense		Deferred Financing Costs(1)		Other Fees(1)		Interest Rate(2)	Interest Expense		Deferred Financing Costs(1)		Other Fees(1)
Goldman Credit Facility	SOFR + 0.11448% + 2.70%	$	102	$	9	$	32	SOFR + 2.82%	$	471	$	8	$	32
Total		$	102	$	9	$	32		$	471	$	8	$	32

The following table represents interest and debt fees for the six months ended June 30, 2022:


	For the six months ended June 30, 2022
	Interest Rate(2)	Interest Expense		Deferred Financing Costs(1)		Other Fees(1)
Goldman Credit Facility	SOFR + 2.82%	$	574	$	17	$	65
Total		$	574	$	17	$	65

(1)

Amortization of deferred financing costs and other fees are included in interest expense on the consolidated statement of operations.

(2)

As of ~~March 31,~~June 30, 2022, the 1-month SOFR rate was ~~0.16%~~1.69%.

At ~~March 31,~~June 30, 2023 and December 31, 2022, the carrying amount of the Company’s secured borrowings approximated their fair value in accordance with ASC 820. As of ~~March 31,~~June 30, 2023 and December 31, 2022, the Company’s borrowings would be deemed to be Level 3, as defined in Note 3—Fair Value of Financial Instruments.

Note 6—Commitments and Contingencies

Commitments

In the ordinary course of business, the Company may enter into future funding commitments. As of ~~March 31,~~June 30, 2023 and December 31, 2022, the Company had unfunded commitments on delayed draw term loans and revolving credit lines of $~~95.9~~84.8 million and $55.0 million, respectively. The Company maintains sufficient cash on hand, unfunded Capital Commitments, and available borrowings from the Goldman Credit Facility to fund such unfunded commitments.

2023

As of ~~March 31,~~June 30, 2023, the Company’s unfunded commitments consisted of the following:

Portfolio Company Name

Investment Type

Commitment Type

Unfunded
Commitments

Investment Type

Commitment Type

Unfunded
Commitments

190 Octane Financing

First Lien Senior Secured

Revolving Credit Line

1,142

First Lien Senior Secured

Revolving Credit Line

1,142

Aurora Solutions LLC

First Lien Senior Secured

Delayed Draw Loan

3,702

First Lien Senior Secured

Delayed Draw Loan

3,702

Aurora Solutions LLC

First Lien Senior Secured

Revolving Credit Line

766

First Lien Senior Secured

Revolving Credit Line

766

Batteries Plus Holding Corporation

First Lien Senior Secured

Revolving Credit Line

2,158

BKH

First Lien Senior Secured

Delayed Draw Loan

2,136

First Lien Senior Secured

Delayed Draw Loan

2,136

Bradford Health Services

First Lien Senior Secured

Delayed Draw Loan

7,540

First Lien Senior Secured

Delayed Draw Loan

7,540

Cardiovascular Logistics

First Lien Senior Secured

Delayed Draw Loan

5,095

First Lien Senior Secured

Delayed Draw Loan

3,478

Cardiovascular Logistics

First Lien Senior Secured

Delayed Draw Loan

4,899

First Lien Senior Secured

Delayed Draw Loan

4,899

CreditAssociates, LLC

First Lien Senior Secured

Revolving Credit Line

1,167

CheckedUp

First Lien Senior Secured

Delayed Draw Loan

2,356

First Lien Senior Secured

Delayed Draw Loan

2,356

CheckedUp

First Lien Senior Secured

Revolving Credit Line

1,367

First Lien Senior Secured

Revolving Credit Line

1,697

CTM Group

First Lien Senior Secured

Revolving Credit Line

702

CreditAssociates, LLC

First Lien Senior Secured

Revolving Credit Line

1,167

Educators Publishing Service

First Lien Senior Secured

Revolving Credit Line

1,774

First Lien Senior Secured

Revolving Credit Line

1,774

Firebirds

First Lien Senior Secured

Delayed Draw Loan

1,382

First Lien Senior Secured

Delayed Draw Loan

1,382

Firebirds

First Lien Senior Secured

Revolving Credit Line

1,382

First Lien Senior Secured

Revolving Credit Line

1,106

Hasa

First Lien Senior Secured

Delayed Draw Loan

1,616

First Lien Senior Secured

Delayed Draw Loan

1,616

Hasa

First Lien Senior Secured

Revolving Credit Line

1,553

First Lien Senior Secured

Revolving Credit Line

932

Kemper Sports Management

First Lien Senior Secured

Delayed Draw Loan

2,302

First Lien Senior Secured

Delayed Draw Loan

1,855

Kemper Sports Management

First Lien Senior Secured

Revolving Credit Line

1,675

First Lien Senior Secured

Revolving Credit Line

1,676

MerchantWise Solutions, LLC

First Lien Senior Secured

Delayed Draw Loan

1,020

First Lien Senior Secured

Delayed Draw Loan

1,020

MerchantWise Solutions, LLC

First Lien Senior Secured

Revolving Credit Line

1,542

First Lien Senior Secured

Revolving Credit Line

1,542

Mollie Funding II LLC

First Lien Senior Secured

Delayed Draw Loan

2,488

Mollie Funding II LLC

First Lien Senior Secured

Revolving Credit Line

1,001

Narcote, LLC

First Lien Senior Secured

Revolving Credit Line

490

First Lien Senior Secured

Delayed Draw Loan

490

National Debt Relief

First Lien Senior Secured

Delayed Draw Loan

10,418

First Lien Senior Secured

Delayed Draw Loan

7,965

National Debt Relief

First Lien Senior Secured

Revolving Credit Line

2,189

First Lien Senior Secured

Revolving Credit Line

2,189

Nuspire, LLC

First Lien Senior Secured

Delayed Draw Loan

4,397

Nuspire, LLC

First Lien Senior Secured

Revolving Credit Line

879

First Lien Senior Secured

Delayed Draw Loan

879

Oak Dental

First Lien Senior Secured

Delayed Draw Loan

7,333

First Lien Senior Secured

Delayed Draw Loan

7,334

Oak Dental

First Lien Senior Secured

Revolving Credit Line

861

First Lien Senior Secured

Revolving Credit Line

516

OneCare Media, LLC

First Lien Senior Secured

Revolving Credit Line

2,056

First Lien Senior Secured

Revolving Credit Line

2,056

PJW Ultimate Holdings LLC

First Lien Senior Secured

Delayed Draw Loan

361

First Lien Senior Secured

Delayed Draw Loan

1,968

PJW Ultimate Holdings LLC

First Lien Senior Secured

Revolving Credit Line

1,070

Planet DDS

First Lien Senior Secured

Delayed Draw Loan

772

First Lien Senior Secured

Delayed Draw Loan

1,372

Raven Engineered Films, Inc.

First Lien Senior Secured

Revolving Credit Line

3,242

First Lien Senior Secured

Revolving Credit Line

3,544

Rushmore Intermediate

First Lien Senior Secured

Delayed Draw Loan

First Lien Senior Secured

Delayed Draw Loan

937

Rushmore Intermediate

First Lien Senior Secured

Revolving Credit Line

1,344

First Lien Senior Secured

Revolving Credit Line

1,344

S4T Holdings Corp.

First Lien Senior Secured

Delayed Draw Loan

7,731

The Smilist Management, Inc.

First Lien Senior Secured

Delayed Draw Loan

2,060

First Lien Senior Secured

Delayed Draw Loan

1,111

The Smilist Management, Inc.

First Lien Senior Secured

Revolving Credit Line

549

First Lien Senior Secured

Revolving Credit Line

549

VardimanBlack Holdings LLC

First Lien Senior Secured

Delayed Draw Loan

541

Vecta Environmental Services

First Lien Senior Secured

Delayed Draw Loan

2,473

First Lien Senior Secured

Delayed Draw Loan

2,473

Vecta Environmental Services

First Lien Senior Secured

Revolving Credit Line

742

First Lien Senior Secured

Revolving Credit Line

742

Venu+

First Lien Senior Secured

Revolving Credit Line

628

Wilnat, Inc.

First Lien Senior Secured

Revolving Credit Line

1,235

First Lien Senior Secured

Revolving Credit Line

1,235

Total

95,943

84,765

2124

As of December 31, 2022, the Company’s unfunded commitments consisted of the following:


Portfolio Company Name	Investment Type	Commitment Type	Unfunded Commitments
190 Octane Financing	First Lien Senior Secured	Delayed Draw Loan	$	400
190 Octane Financing	First Lien Senior Secured	Revolving Credit Line		1,142
Aurora Solutions LLC	First Lien Senior Secured	Delayed Draw Loan		3,702
Aurora Solutions LLC	First Lien Senior Secured	Revolving Credit Line		766
Bradford Health Services	First Lien Senior Secured	Delayed Draw Loan		7,539
CheckedUp	First Lien Senior Secured	Delayed Draw Loan		2,356
CheckedUp	First Lien Senior Secured	Revolving Credit Line		1,508
CreditAssociates, LLC	First Lien Senior Secured	Revolving Credit Line		1,167
MerchantWise Solutions, LLC	First Lien Senior Secured	Delayed Draw Loan		1,002
MerchantWise Solutions, LLC	First Lien Senior Secured	Revolving Credit Line		1,542
Narcote, LLC	First Lien Senior Secured	Revolving Credit Line		490
Nuspire, LLC	First Lien Senior Secured	Delayed Draw Loan		4,397
Nuspire, LLC	First Lien Senior Secured	Revolving Credit Line		879
OneCare Media, LLC	First Lien Senior Secured	Revolving Credit Line		2,056
PJW Ultimate Holdings LLC	First Lien Senior Secured	Delayed Draw Loan		682
PJW Ultimate Holdings LLC	First Lien Senior Secured	Revolving Credit Line		1,925
Raven Engineered Films, Inc.	First Lien Senior Secured	Revolving Credit Line		3,770
Rushmore Intermediate	First Lien Senior Secured	Delayed Draw Loan		467
Rushmore Intermediate	First Lien Senior Secured	Revolving Credit Line		1,344
S4T Holdings Corp.	First Lien Senior Secured	Delayed Draw Loan		7,730
The Smilist Management, Inc.	First Lien Senior Secured	Delayed Draw Loan-C		3,842
The Smilist Management, Inc.	First Lien Senior Secured	Revolving Credit Line		549
VardimanBlack Holdings LLC	First Lien Senior Secured	Delayed Draw Loan-1st Amendment		1,258
Vecta Environmental Services	First Lien Senior Secured	Delayed Draw Loan		2,473
Vecta Environmental Services	First Lien Senior Secured	Revolving Credit Line		742
Wilnat, Inc.	First Lien Senior Secured	Revolving Credit Line		1,235
Total			$	54,963

The unrealized appreciation or depreciation associated with unfunded portfolio company commitments is recorded in the financial statements and reflected as an adjustment to the valuation of the related security in the Consolidated Schedule of Investments as of ~~March 31,~~June 30, 2023 and December 31, 2022. The par amount of the unfunded portfolio company commitments is not recognized by the Company until the commitment is funded.

The credit agreements of the unfunded portfolio company commitments contain customary lending provisions which are subject to the portfolio company’s achievement of certain milestones. In instances where the underlying company experiences material adverse effects that would impact the financial condition or business outlook of the company, there is relief to the Company from funding obligations for previously made commitments. Unfunded portfolio company commitments may expire without being drawn upon, and therefore, do not necessarily represent future cash requirements or future earning assets for the Company. We believe that we maintain sufficient liquidity in the form of cash, financing capacity and undrawn capital commitments from our investors to cover any outstanding unfunded portfolio company commitments we may be required to fund.

Litigation and Regulatory Matters

In the ordinary course of its business, the Company, our wholly-owned direct subsidiaries, the Investment Adviser and the Administrator may become subject to litigation, claims, and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time.

Indemnifications

In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such an event is remote.

Note 8—Net Assets

The Company commenced investment operations on August 17, 2021. The Company did not have significant net asset activity prior to this date.

The following table reflects the net assets activity for the three months ended ~~March 31,~~June 30, 2023:


	Common stock-shares		Common stock-par		Additional paid in capital		Total distributable earnings (loss)			Total net assets
Balance as of March 31, 2023		471,622	$	—	$	467,874	$	(8,456	)	$	459,418
Issuance of common stock, net of issuance costs		30,797		1		30,000		—			30,001
Reinvestment of distributions		12,482		—		12,158		—			12,158
Distributions to stockholders		—		—		—		(12,158	)		(12,158	)
Net investment income (loss)		—		—		—		12,831			12,831
Net realized gain (loss) from investment transactions		—		—		—		—			—
Net change in unrealized gain (loss) on investments		—		—		—		2,317			2,317
Balance as of June 30, 2023		514,901	$	1	$	510,032	$	(5,466	)	$	504,567

Common
stock-shares

Common
stock-par(1)

Additional
paid in
capital

Total
distributable
earnings
(loss)

Total net
assets

Balance as of December 31, 2022

373,705

$
—

$
372,367

$
(7,859
)

$
364,508

Issuance of common stock, net of issuance costs

87,145

—

85,000

—

85,000

Reinvestment of distributions

10,772

—

10,507

—

10,507

Distributions to stockholders

—

—

—

(10,507
)

(10,507
)
Net investment income (loss)

—

—

—

11,708

11,708

Net change in unrealized gain (loss) on investments

—

—

—

(1,798
)

(1,798
)
Balance as of March 31, 2023

471,622

$
—

$
467,874

$
(8,456
)

$
459,418

The following table reflects the net assets activity for the six months ended June 30, 2023:


	Common stock-shares		Common stock-par(1)		Additional paid in capital		Total distributable earnings (loss)			Total net assets
Balance as of December 31, 2022		373,705	$	—	$	372,367	$	(7,859	)	$	364,508
Issuance of common stock, net of issuance costs		117,942		1		115,000		—			115,001
Reinvestment of distributions		23,254		—		22,665		—			22,665
Distributions to stockholders		—		—		—		(22,665	)		(22,665	)
Net investment income (loss)		—		—		—		24,539			24,539
Net change in unrealized gain (loss) on investments		—		—		—		519			519
Balance as of June 30, 2023	$	514,901	$	1	$	510,032	$	(5,466	)	$	504,567

The following table reflects the net assets activity for the three months ended ~~March 31,~~June 30, 2022:


	Common stock-shares		Common stock-par(1)		Additional paid in capital		Total distributable earnings (loss)			Total net assets			Common stock-shares		Common stock-par(1)		Additional paid in capital		Total distributable earnings (loss)			Total net assets
Balance as of December 31, 2021		140,620	$	—	$	139,949	$	145		$	140,094
Balance as of March 31, 2022														142,314	$	—	$	141,636	$	934		$	142,570
Issuance of common stock, net of issuance costs		1,694		—		1,687		—			1,687			59,892		—		60,000		—			60,000
Reinvestment of distributions														2,826		—		2,831		—			2,831
Distributions to stockholders								(1,687	)		(1,687	)		—		—		—		(2,831	)		(2,831	)
Net investment income (loss)		—		—		—		2,056			2,056			—		—		—		3,288			3,288
Net realized gain (loss) from investment transactions														—		—		—		32			32
Net change in unrealized gain (loss) on investments		—		—		—		420			420			—		—		—		(1,367	)		(1,367	)
Balance as of March 31, 2022		142,314	$	—	$	141,636	$	934		$	142,570
Balance as of June 30, 2022														205,032	$	—	$	204,467	$	56		$	204,523

The following table reflects the net assets activity for the six months ended June 30, 2022:


	Common stock-shares		Common stock-par(1)		Additional paid in capital		Total distributable earnings (loss)			Total net assets
Balance as of December 31, 2021		140,620	$	—	$	139,949	$	145		$	140,094
Issuance of common stock, net of issuance costs		59,892		—		60,000		—			60,000
Reinvestment of distributions		4,520		—		4,518		—			4,518
Distributions to stockholders		—		—		—		(4,518	)		(4,518	)
Net investment income (loss)		—		—		—		5,344			5,344
Net realized gain (loss) from investment transactions		—		—		—		32			32
Net change in unrealized gain (loss) on investments		—		—		—		(947	)		(947	)
Balance as of June 30, 2022		205,032	$	—	$	204,467	$	56		$	204,523

(1)

Less than $1.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Commonwealth Credit Partners BDC I, Inc. (“the Company”) and the notes thereto and other financial information included elsewhere in this Quarterly Report on Form 10-Q. We are externally managed by our adviser, Commonwealth Credit Advisors LLC (the “Investment Adviser”).

Statements we may make may contain forward-looking statements, that are not historical facts and are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, the Investment Adviser and/or its affiliates (collectively, “Commonwealth”). These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “project”, “seek”, “should”, “target”, “will”, “would” or variations of these words and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in Item 1A.—Risk Factors contained in our annual report on Form 10-K for the year ended December 31, 2022 and in this quarterly report on Form 10-Q.

Forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance. The occurrence of the events described in these risk factors and elsewhere in this Form 10-Q could have a material adverse effect on our business, results of operation and financial position.

In addition to factors previously disclosed in our U.S. Securities and Exchange Commission (“SEC”) reports and those identified elsewhere in this report, including the “Risk Factors” section, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligations to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a ~~business development company (a “BDC”)~~"BDC" under the Investment Company Act of 1940, as amended (the “1940 Act”) and intends to elect to be treated for U.S. federal income tax purposes, and to qualify annually thereafter, as a ~~regulated investment company (“RIC”)~~“RIC” under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company was formed on January 15, 2021 (Inception Date) as a Delaware corporation. The Company commenced investment operations on August 17, 2021.

The Company is managed by the Investment Adviser, a Delaware limited liability company and an affiliate of Comvest. The Investment Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Investment Adviser oversees the management of the Company’s activities and is responsible for making investment decisions with respect to the Company’s portfolio.

The Company’s investment objective is to generate both current income and capital appreciation by investing in middle-market companies in a wide range of industries primarily structured as senior credit facilities, and to a lesser extent, junior credit facilities. The Company also may purchase interests in loans through secondary market transactions.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, we made ~~$178.3~~$227.6 million of investments in new ~~investments~~or existing portfolio companies and had ~~$3.0~~$8.1 million in aggregate amount of sales and repayments, resulting in net investments of ~~$175.3~~$219.5 million for the period. The total portfolio of debt investments at fair value consisted of 100% bearing variable interest rates and 0% bearing fixed interest rates.

Our portfolio composition, based on fair value at ~~March 31,~~June 30, 2023 was as follows:


	March 31, 2023						June 30, 2023
	Percentage of Total Portfolio			Weighted Average Current Yield for Total Portfolio			Percentage of Total Portfolio			Weighted Average Current Yield for Total Portfolio
First Lien Senior Secured		98.8	%		11.4	%		98.9	%		11.9	%
Equity		1.2	%		—			1.1	%		—
Total		100.0	%		11.4	%		100.0	%		11.9	%

Our portfolio composition, based on fair value at December 31, 2022 was as follows:

The following table shows the asset mix of our new investment fundings for the ~~three~~six months ended ~~March 31,~~June 30, 2023:


	Fair Value (In thousands)		Percentage			Fair Value (In thousands)		Percentage
First Lien Senior Secured	$	175,056		98.2	%	$	224,532		98.5	%
Equity		3,243		1.8	%		3,353		1.5	%
Total	$	178,299		100.0	%	$	227,885		100.0	%

Our Investment Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all debt investments on a scale of 1 to 6 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio debt investment relative to the inherent risk at the time the original debt investment was made (i.e., at the time of acquisition), ~~although it may also take~~which takes into account ~~under certain circumstances~~factors such as the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors.

The weighted average risk rating of our investments based on fair value was ~~2.1~~2.2 as of ~~March 31,~~June 30, 2023. As of ~~March 31,~~June 30, 2023, the Company had no portfolio companies on non-accrual status. Refer to Note 2—Summary of Significant Accounting Policies—for additional details regarding the Company’s non-accrual policy.


	As of March 31, 2023					As of June 30, 2023
Internal Performance Rating	Investments at Fair Value (In thousands)		Percentage of Total Investments			Investments at Fair Value (In thousands)		Percentage of Total Investments
6	$	—		—		$	—		—
5		—		—			—		—
4		—		—			—		—
3		61,193		11.6			114,199		19.8
2		468,131		88.4			462,382		80.2
1		—		—			—		—
Total	$	529,324		100.0	%	$	576,581		100.0	%

The weighted average risk rating of our investments based on fair value was 2.1 as of December 31, 2022. As of December 31, 2022, the Company had no portfolio companies on non-accrual status. Refer to Note 2—Summary of Significant Accounting Policies—for additional details regarding the Company’s non-accrual policy.

The following tables show the weighted average rate, spread over the reference rate of floating rate and fees of investments
originated and the weighted average rate of sales and payoffs of portfolio companies during the ~~three~~six months ended ~~March 31,~~June 30, 2023.

Our operating results for the three and six months ended ~~March 31,~~June 30, 2023 (dollars in thousands):


	For the Three Months Ended March 31, 2023			For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Total investment income	$	14,115		$	17,359	$	31,474
Less: Net expenses		2,407			4,528		6,935
Net investment income (loss)		11,708			12,831		24,539
Net realized gains (losses)		—			—		—
Net change in unrealized gains (losses)		(1,798	)		2,317		519
Net increase (decrease) in net assets resulting from operations	$	9,910		$	15,148	$	25,058

Our operating results for the three and six months ended ~~March 31,~~June 30, 2022 were as follows (dollars in thousands):


	For the Three Months Ended March 31, 2022		For the Three Months Ended June 30, 2022			For the Six Months Ended June 30, 2022
Total investment income	$	2,974	$	4,793		$	7,767
Less: Net expenses		918		1,505			2,423
Net investment income (loss)		2,056		3,288			5,344
Net realized gains (losses)		—		32			32
Net change in unrealized gains (losses)		420		(1,367	)		(947	)
Net increase (decrease) in net assets resulting from operations	$	2,476	$	1,953		$	4,429

Investment income for the three and six months ended ~~March 31,~~June 30, 2023 was driven by our deployment of capital and interest income from our investments. The composition of our investment income for the three and six months ended ~~March 31,~~June 30, 2023 was as follows (dollars in thousands):


	For the Three Months Ended March 31, 2023		For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Interest from investments	$	13,657
Interest income from investments			$	17,130	$	30,787
Fee income		458		229		687
Total investment income	$	14,115	$	17,359	$	31,474

The composition of our investment income for the three and six months ended ~~March 31,~~June 30, 2022 was as follows (dollars in thousands):


	For the Three Months Ended March 31, 2022		For the Three Months Ended June 30, 2022		For the Six Months Ended June 30, 2022
Interest from investments	$	2,922
Interest income from investments			$	4,690	$	7,612
Fee income		52		103		155
Total investment income	$	2,974	$	4,793	$	7,767

The composition of our operating expenses for the three and six months ended ~~March 31,~~June 30, 2023 was as follows (dollars in thousands):


	For the Three Months Ended March 31, 2023		For the Three Months Ended June 30, 2023			For the Six Months Ended June 30, 2023
Incentive fees			$	1,399		$	1,399
Management fees	$	1,126	$	1,295		$	2,421
Interest expense		825		1,543			2,369
Professional fees		148		175			323
Directors’ fees		26		25			50
Other general and administrative expenses		282		154			436
Incentive fee waiver				(63	)		(63	)
Net expenses	$	2,407	$	4,528		$	6,935

The composition of our operating expenses for the three and six months ended ~~March 31,~~June 30, 2022 was as follows (dollars in thousands):


	For the Three Months Ended March 31, 2022			For the Three Months Ended June 30, 2022			For the Six Months Ended June 30, 2022
Management fees	$	461		$	643		$	1,104
Interest expense		143			512			655
Professional fees		140			120			260
Directors’ fees		26			26			51
Amortization of offering costs		42			38			80
Other general and administrative expenses		164			199			364
Management fee waiver		(58	)		(33	)		(91	)
Net expenses	$	918		$	1,505		$	2,423

Net Realized Gains (Losses) and Net Change in Unrealized Gains (Losses) on Investments

Net realized gains (losses) and net change in unrealized gains (losses) on investments for the three and six months ended ~~March 31,~~June 30, 2023 were as follows (dollars in thousands):


	For the Three Months Ended March 31, 2023			For the Three Months Ended June 30, 2023		For the Six Months Ended June 30, 2023
Net realized gains (losses)
Non-affiliate investments	$	—		$	—	$	—
Total net realized gains (losses)		—			—		—
Net change in unrealized gains (losses) on investments
Non-affiliate investments		(1,798	)		2,317		519
Total net change in unrealized gains (losses) on investments		(1,798	)		2,317		519
Net realized and unrealized gains (losses)	$	(1,798	)	$	2,317	$	519

Net realized gains (losses) and net change in unrealized gains (losses) on investments for the three and six months ended ~~March 31,~~June 30, 2022 were as follows (dollars in thousands):


	For the Three Months Ended March 31, 2022		For the Three Months Ended June 30, 2022			For the Six Months Ended June 30, 2022
Net realized gains (losses)
Non-affiliate investments	$	—	$	32		$	32
Total net realized gains (losses)		—		32			32
Net change in unrealized gains (losses) on investments
Non-affiliate investments		420		(1,367	)		(947	)
Total net change in unrealized gains (losses) on investments		420		(1,367	)		(947	)
Net realized and unrealized gains (losses)	$	420	$	(1,335	)	$	(915	)

We generate cash from (1) drawing down capital in respect of Shares, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders.

As of ~~March 31,~~June 30, 2023, we are party to the Goldman Credit Facility, as described in more detail in Note 5—Borrowings.

Our primary use of cash is to originate (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including expenses, the Management Fee and, to the extent permitted under ERISA, if applicable, and the 1940 Act, any indemnification obligations), (3) debt service of any borrowings and (4) cash distributions to the Stockholders.

Operating liquidity is our ability to meet our short-term liquidity needs. The following table presents our operating liquidity position as of ~~March 31,~~June 30, 2023 and December 31, 2022:

We have elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any income that we distribute as dividends for U.S. federal income tax purposes to our stockholders. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to maintain RIC tax treatment, we must distribute to our stockholders, for each tax year, an amount equal to at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net long-term capital loss and determined without regard to any deduction for dividends paid.

Additionally, in order to avoid the imposition of a U.S. federal excise tax, we are required to distribute, in respect of each calendar year, dividends to our stockholders of an amount at least equal to the sum of 98% of our calendar year net ordinary income (taking into account certain deferrals and elections); 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one year period ending on October 31 of such calendar year; and any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which we previously did not incur any U.S. federal income tax. If we fail to qualify as a RIC for any reason and become subject to corporate tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.

We entered into an Investment Advisory Agreement, dated as of June 29, 2021, which was approved by our Board for an initial two-year term, under which the Investment Adviser, subject to the overall supervision of our Board manages the day-to-day operations of, and provides investment advisory services to us. The Board, including a majority of the directors that are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act, approved the renewal of the Investment Advisory Agreement on May 11, 2023. Such approvals were made in accordance with, and on the basis of an evaluation satisfactory to the Board as required by, Section 15(c) of the 1940 Act and applicable rules and regulations thereunder, including a consideration of, among other factors, (i) the nature, quality and extent of the advisory and other services to be provided under the agreement, (ii) the investment performance of the personnel who manage investment portfolios with objectives similar to the Company’s, (iii) comparative data with respect to advisory fees or similar expenses paid by other BDCs with similar investment objectives and (iv) information about the services to be performed and the personnel performing such services under the agreement.

On June 29, 2021, we entered into an administration agreement (the “Administration Agreement”) with Commonwealth Credit Advisors LLC, a Delaware limited liability company (in such capacity, the “Administrator”), under which the Administrator will provide administrative services for us, including arranging office facilities for us and providing office equipment and clerical, bookkeeping and recordkeeping services at such facilities. The Board, including a majority of the directors that are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act, approved the renewal of the Administration Agreement on May 11, 2023.

Such approvals were made in accordance with, and on the basis of an evaluation satisfactory to the Board as required by, Section 15(c) of the 1940 Act and applicable rules and regulations thereunder.

Pursuant to the Order, the Company is permitted to co-invest with its affiliates if a “among other things, required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or the Company’s stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s investment objective and strategies. In addition, to the extent that our assets are treated as “plan assets” under ERISA, we will only co-invest in the same issuer with certain funds or entities managed by the Investment Adviser or its affiliates, so long as their and our respective investments are at the same level of such issuer’s capital structure; provided, that in no event will we co-invest with any other fund or entity in contravention of the 1940 Act.

Distributions declared for the three and six months ~~ending March 31,~~ended June 30, 2023 totaled approximately ~~$10.51 million.~~$12.16 million and $22.67 million, respectively.

The following table reflects cash distributions, including dividends and returns of capital, if any, per share that have been declared by our Board for the most recent fiscal year and current fiscal quarter to date:

Fiscal Year Quarter

Date Declared

Record Date

Payment Date

Per Share Amount

Date Declared

Record Date

Payment Date

Per Share Amount

First Quarter

March 27, 2023

March 28, 2023

22.80

March 27, 2023

March 28, 2023

22.80

Second Quarter

June 27, 2023

June 28, 2023

24.20

We are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities not represented by senior securities to total borrowings, equals at least 150% after such borrowing, with certain limited exceptions. As a result, in addition to the foregoing 1940 Act restriction on leverage, we do not currently expect to borrow in excess of the lesser of 20% of our Aggregate Committed Capital and $130 million. We may in the future, though, determine to utilize a greater amount of leverage, including for investment purposes.

On August 11, 2021, Commonwealth Credit Partners BDC, Inc. (the “Company”), entered into a Credit Agreement (the "Goldman Credit Facility") as the borrower and Goldman Sachs Bank USA (“Goldman Sachs”) as the lender. The Goldman Credit Facility is structured as a revolving credit facility secured by the Capital Commitments of the Company’s subscribed investors and certain related assets. On September 27, 2021, the Credit Agreement was amended, pursuant to which the maximum loan amount was increased to the lesser of $130 million and the Borrowing Base as defined below.

may issue capital drawdowns to its investors. Under the Goldman Credit Facility, the Company is permitted to borrow up to the lesser of $130 million and the Borrowing Base. The “Borrowing Base” is based upon the unfunded capital commitments of certain subscribed investors in the Company that have been approved by Goldman Sachs and meet certain criteria. The advance rate for such investors is currently 90% but may be subject to modification. The Goldman Credit Facility contains certain customary affirmative and negative covenants and events of default.

The Goldman Credit Facility bears interest at a rate of Term SOFR plus ~~0.11448% plus 2.70%~~2.82% per annum.

The following table shows our payment obligations for repayment of debt and other contractual obligations as of ~~March 31,~~June 30, 2023 (dollars in thousands):


	Total Aggregate Borrowing Capacity(1)		Total Principal Outstanding		Total Aggregate Borrowing Capacity(1)		Total Principal Outstanding
Goldman Sachs Credit Facility	$	130,000	$	78,000	$	130,000	$	79,100
Total	$	130,000	$	78,000	$	130,000	$	79,100

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

In the ordinary course of business, we may enter into future funding commitments. As of ~~March 31,~~June 30, 2023, we had unfunded commitments on revolving credit lines of ~~$95.9~~$84.8 million. We maintain sufficient financial resources to satisfy unfunded commitments, including cash on hand, undrawn capital commitments from our investors, and available borrowings to fund such unfunded commitments. Please refer to Note 6—Commitments and Contingencies in the notes to our consolidated financial statements for further detail of these unfunded commitments.

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we will evaluate our estimates, including those related to the matters described below. Actual results could differ from those estimates.

While our significant accounting policies are also described in Note 2 of notes to our consolidated financial statements appearing elsewhere in this report, we believe the following accounting policies require the most significant judgment in the preparation of our consolidated financial statements.

The Investment Adviser values our portfolio investments on a quarterly basis, or more frequently if required under the 1940 Act. For purposes of the 1940 Act, the Board has designated the Investment Adviser as the Company’s “valuation designee” under Rule 2a-5 under the 1940 Act. The Board provides oversight of the Investment Adviser’s fair value determinations of our portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available. Security transactions are accounted for on a trade date basis.

Given that the ~~extent (i) Benefit Plan Investors hold 25% or more~~Company's assets are currently treated as "plan assets" under the Employee Retirement Income Security Act of ~~our outstanding Shares,~~1974, as amended ("ERISA") and ~~(ii) our Shares are not listed on a national securities exchange,~~Section 4975 of the Code, one or more ~~Valuation Agents~~independent valuation firms (each a "Valuation Agent") will be engaged to independently value ~~our~~the Company's investments, in consultation with the Investment Adviser. ~~Our~~The Company's quarterly valuation procedures, which are the procedures that will be followed by such Valuation Agent to the extent ~~(i) Benefit Plan Investors hold 25%~~ the Company's assets are treated as "plan assets" under ERISA and/or ~~more~~Section 4975 of ~~our outstanding Shares, and (ii) our Shares are not listed on a national securities exchange,~~the code, are set forth in more detail below:

consultation with the investment professionals of the Investment Adviser, will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value;

ii) Investments for which one quote is received from a pricing service are validated by the Valuation Agent, in consultation with the investment professionals of the Investment Adviser. The personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. For assets where a supporting analysis is prepared, the Valuation Agent will document the selection and appropriateness of the indices selected for yield comparison and a conclusion documenting how the yield comparison analysis supports the proposed mark. The quarterly portfolio company monitoring reports which detail the qualitative and quantitative performance of the portfolio company will also be included. If the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, is unable to sufficiently validate the quote internally and if the investment’s par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).

a) Each portfolio company or investment is initially valued by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser; and

b) Preliminary valuation conclusions will then be documented and discussed with our senior management.

The income and market approaches were used in the determination of fair value of certain Level 3 assets as of ~~March 31,~~June 30, 2023. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments and any other end of term fees, as applicable. Included in the consideration and selection of discount rates are factors such as risk of default, interest rate risk, and changes in credit quality. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies.

The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. 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 fluctuate from period to period and the fluctuations could be material.

In the event Benefit Plan Investors do not hold 25% or more of our outstanding Shares, or our Shares are listed on a national securities exchange, then (i) personnel of the Investment Adviser will undertake the roles to be performed by the personnel of the Valuation Agent, as described above and (ii) if an investment falls into category (3) above for four consecutive quarters and if the investment’s par value or its fair value exceeds a certain materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our Board.

For all valuations, the Valuation Committee of our Board, which consists solely of directors who are not “interested persons” of the Company, as such term is used under the 1940 Act (the “Independent Directors”), will review these preliminary valuations and our Board, a majority of whom are Independent Directors, will discuss the Investment Adviser’s valuations; provided, however, that to the extent our assets are treated as “plan assets” ~~for purposes~~under ERISA and/or Section 4975 of ~~ERISA,~~the Code, the Valuation Agent will determine valuations using only those valuation methodologies reviewed and approved by the Valuation Committee and our Board, and our Board, absent manifest error, will accept such valuations prepared by the Valuation Agent in accordance therewith.

interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income. The Company may have loans in its portfolio that contain a payment-in-kind ("PIK") interest ~~provision).~~provision. PIK interest is accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest is added to the principal balance on the capitalization date and is generally due at maturity or when deemed by the issuer.

Investments may be placed on non-accrual status when principal or interest payments are past due and/or when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when an investment is placed on non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment of the ultimate outcome. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.

We are subject to certain financial market risks, such as interest rate fluctuations. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. The U.S. Federal Reserve and other central banks have raised interest rates multiple times in recent years. As a result, key base interest rates, such as SOFR, ~~and LIBOR,~~ may fluctuate over time. As of ~~March 31,~~June 30, 2023, 100% of investments at fair value represent floating-rate investments with a reference rate floor and none of our debt investments at fair value represent fixed-rate

investments. Additionally, our Goldman Credit Facility is also subject to floating interest rates and are currently paid based on floating SOFR rates.

The following table estimates the potential changes in net cash flow generated from interest income and expenses, should interest rates increase by 100, 200 or 300 basis points, or decrease by 25 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held as of ~~March 31,~~June 30, 2023. Interest expense is calculated based on the terms of our outstanding revolving credit facility and subscription line. For our Goldman Credit Facility, we use the outstanding balance as of ~~March 31,~~June 30, 2023. Interest expense on this balance is calculated using the interest rate as of ~~March 31,~~June 30, 2023, adjusted for the hypothetical changes in rates, as shown below.

Assuming that the interim and unaudited Consolidated Statement of Assets and Liabilities as of ~~March 31,~~June 30, 2023 was to remain constant and that we took no actions to alter our interest rate sensitivity as of such date, the following table shows the annualized impact of hypothetical base rate changes in interest rates. Actual results could differ significantly from those estimated in the table.


Change in Interest Rates	Net Increase (Decrease) in Interest Income (in thousands)			Net Increase (Decrease) in Interest Expense (in thousands)			Net Increase (Decrease) in Net Investment Income (in thousands)			Net Increase (Decrease) in Interest Income (in thousands)			Net Increase (Decrease) in Interest Expense (in thousands)			Net Increase (Decrease) in Net Investment Income (in thousands)
Down 25 basis points	$	(1,357	)	$	(195	)	$	(1,162	)
Down 100 basis points										$	(5,878	)	$	(791	)	$	(5,087	)
Down 200 basis points											(11,757	)		(1,582	)		(10,175	)
Up 100 basis points		5,427			780			4,647			5,878			791			5,087
Up 200 basis points		10,855			1,560			9,295			11,757			1,582			10,175
Up 300 basis points		16,282			2,340			13,942			17,635			2,373			15,262

Because we may borrow money to make investments, our net investment income may be dependent on the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of increasing interest rates, our cost of funds

would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “1934 Act”) we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act) as of ~~March 31,~~June 30, 2023. Based on the foregoing evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of ~~March 31,~~June 30, 2023, our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level that we would meet our disclosure obligations.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the 1934 Act) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We, and our wholly-owned direct subsidiaries, the Investment Adviser and the Administrator are not currently subject to any material legal proceedings as of ~~March 31,~~June 30, 2023. From time to time, we our wholly-owned direct subsidiaries, the Investment Adviser and the Administrator may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.

In addition to the other information set forth in this report, you should carefully consider the factors ~~discussed in Item 1A.—Risk Factors~~previously disclosed in our Annual Report on Form ~~10-K~~10-K— for the ~~fiscal~~ year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, our structure, our financial condition, our investments and/or operating results.

Other than as set forth below, there have been no material changes ~~during the three months ended March 31, 2023~~ to the risk factors ~~discussed in Item 1A.—Risk Factors~~previously disclosed in our Annual Report on Form ~~10-K.~~10-K— for the year ended December 31, 2022 and in our quarterly report on Form 10-Q for the quarter ended March 31, 2023, which you should carefully consider before transacting in our Shares. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected.

We, our wholly-owned direct subsidiaries and the Investment Adviser ~~and our portfolio companies~~ may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.

Our cash and the cash of our wholly-owned direct subsidiaries and our Investment Adviser is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held by us, our wholly-owned direct subsidiaries and our Investment Adviser ~~and by our portfolio companies~~ in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, we, our wholly-owned direct subsidiaries or our Investment Adviser ~~or our portfolio companies~~ could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our, our wholly-owned direct subsidiaries’, and our Investment Adviser’s ~~and our portfolio companies’~~ business, financial condition, results of operations, or prospects.

Although we, our wholly-owned direct subsidiaries and our Investment Adviser assess our ~~and our portfolio companies’~~ banking relationships as we believe necessary or appropriate, our ~~and our portfolio companies’~~ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us, our wholly-owned direct subsidiaries or our Investment Adviser, ~~or our portfolio companies,~~ the financial institutions with which we, our wholly-owned direct subsidiaries or our Investment Adviser ~~or our portfolio companies~~ have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we, our wholly-owned direct subsidiaries or our Investment Adviser ~~or our portfolio companies~~ have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us, our wholly-owned direct subsidiaries or our Investment Adviser ~~or our portfolio companies~~ to acquire financing on acceptable terms or at all.

The following exhibits are filed as part of this report, or hereby incorporated by reference to exhibits previously filed with the United States Securities and Exchange Commission:

(1) Incorporated by reference to the Exhibits accompanying the Company’s Form 10 Registration Statement filed on July 6, 2021.

41(2) Incorporated by reference to the Exhibits accompanying the Company's Form 8-K filed on July 5, 2023.

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.


		Page
PART I—FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2730
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3740
Item 4.	Controls and Procedures	3841
PART II—OTHER INFORMATION		3942
Item 1.	Legal Proceedings	3942
Item 1A.	Risk Factors	3942
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3942
Item 3.	Defaults upon Senior Securities	3943
Item 4.	Mine Safety Disclosures	4043
Item 5.	Other Information	4043
Item 6.	Exhibits	4144
SIGNATURES		4245


Share Issue Date	Shares Issued		Net Proceeds Received
May 6, 2022		59,892	$	60,000
Total Shares Issued		59,892	$	60,000


Date Declared	Record Date	Payment Date	Per Share Amount
March 28, 2022	March 28, 2022	March 29, 2022	$	12.00
June 28, 2022	June 28, 2022	June 29, 2022	$	14.00


							For the Six Months Ended
	For the Three Months Ended March 31, 2023			For the Three Months Ended March 31, 2022			June 30, 2023			June 30, 2022
Per Common Share Operating Performance
Net Asset Value, Beginning of Period	$	975.39		$	996.26		$	975.39		$	996.26
Results of Operations: (1)
Net Investment Income (Loss)		28.62			14.62			55.47			33.38
Net Realized and Unrealized Gain (Loss) on Investments		(7.09	)		2.92			(3.93	)		(6.12	)
Net Increase (Decrease) in Net Assets Resulting from Operations		21.53			17.54			51.54			27.26
Distributions to Common Stockholders
Distributions from Net Investment Income		(22.80	)		(12.00	)		(47.00	)		(26.00	)
Net Decrease in Net Assets Resulting from Distributions		(22.80	)		(12.00	)		(47.00	)		(26.00	)
Net Asset Value, End of Period	$	974.12		$	1,001.80		$	979.93		$	997.52
Shares Outstanding, End of Period		471,622			142,314			514,901			205,032
Total Return(3)		2.20	%		1.75	%		5.37	%		2.75	%
Net assets, end of period	$	459,418		$	142,570		$	504,567		$	204,523
Ratio/Supplemental Data
Weighted-average shares outstanding		409,042			140,676			442,413			160,076
Ratio of net investment income (loss) to average net assets without waiver(2)		11.90	%		5.78	%		11.45	%		6.62	%
Ratio of net investment income (loss) to average net assets with waiver(2)		11.90	%		5.95	%		11.48	%		6.74	%
Ratio of total expenses to average net assets without waiver(2)(5)		2.45	%		2.82	%		3.27	%		3.17	%
Ratio of total expenses to average net assets with waiver(2)(5)		2.45	%		2.66	%		3.24	%		3.05	%
Asset Coverage Ratio (6)		687	%		217	%		734	%		311	%
Portfolio turnover rate (4)		1	%		1	%		2	%		4	%


Loan Rating		Summary Description

1		Investments that are performing at or above expectations. No issues or foreseen issues on performance, covenants, liquidity, etc. The credit is expected to be repaid at maturity through available cash flow or to be refinanced.

2		Investments that are performing substantially within our expectations, with the risks remaining neutral or favorable. All new loans are initially rated 2. The credit is expected to be repaid at maturity through available cash flow or to be refinanced by a third party.

3		Investments that are performing below our expectations and that require closer monitoring, but where we expect no loss of investment return or principal.

4		Investments that are performing below our expectations and for which risk has increased materially since the original investment. There is a probability of some loss of investment return, but no loss of principal is expected.

5		Investments that are performing substantially below our expectations and whose risks have increased substantially since the original investment. Typically, the borrower will be in default, or the loan will have been modified to address a default.

6		Investments that are performing poorly; it is unlikely that the enterprise or asset values currently exceed the debt and/or material reduction in enterprise value is reasonably foreseen.


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		Emerging growth company	☒


	At December 31, 2022
	Investments at		Percentage of
Industry	Fair Value		Total Portfolio
Health Care Equipment & Services	$	69,303		19.6	%
Software & Services		47,933		13.6
Diversified Financials		42,991		12.1
Industrials		38,660		10.9
Consumer Services		37,475		10.5
Consumer Durables & Apparel		28,926		8.1
Commercial & Professional Services		25,736		7.2
Media		17,040		4.8
Health Care Providers & Services		13,477		3.8
Capital Goods		12,222		3.4
Health Care Technology		11,503		3.2
Technology Hardware & Equipment		9,968		2.8
	$	355,234		100	%


Share Issue Date	Shares Issued		Net Proceeds		Shares Issued		Net Proceeds
March 28, 2023		10,772	$	10,507		10,772	$	10,507
June 28, 2023						12,482		12,158
Total Shares Issued		10,772	$	10,507		23,254	$	22,665


~~Share Issue Date~~	~~Shares Issued~~		~~Net Proceeds Received~~
		—	$	—
~~Total Shares Issued~~		—	$	—


	As of December 31, 2022
Internal Performance Rating	Investments at Fair Value (In thousands)		Percentage of Total Investments
6	$	—		—	%
5		—		—
4		—		—
3		42,370		11.9
2		312,864		88.1
1		—		—
Total	$	355,234		100.0	%


	For the Three Months Ended ~~March 31,~~June 30, 2023
Weighted average rate of new investment fundings		~~11.41~~12.32	%
Weighted average spread over Reference Rate of new floating rate investment fundings		~~6.41~~7.08	%
Weighted average fees of new investment fundings		~~2.34~~2.25	%


	As of
	March 31, 2023			December 31, 2022
Unfunded portfolio company commitments	$	(95,943	)	$	(54,963	)
Undrawn capital commitments		216,571			301,571
Total operational liquidity	$	120,628		$	246,608


Fiscal Year Ended	Date Declared	Record Date	Payment Date	Per Share Amount
December 31, 2022
First Quarter	March 28, 2022	March 28, 2022	March 29, 2022	$	12.00
Second Quarter	June 27, 2022	June 27, 2022	June 28, 2022	$	14.00
Third Quarter	September 27, 2022	September 27, 2022	September 28, 2022	$	18.00
Fourth Quarter	December 27, 2022	December 27, 2022	December 28, 2022	$	24.00



Exhibit Number	Description of Document

3.1	Amended and Restated Certificate of Incorporation(1)

3.2	By-Laws(1)

10.1*	Amended and Restated Investment Advisory and Management Agreement dated as of July 1, 2023 by and between Commonwealth Credit Partners BDC I, Inc. and Commonwealth Credit Advisors LLC(2)

31.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14 (a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14 (a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*	Certification of the Chief Executive Officer pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.

32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

101.INS	Inline XBRL Instance Document.

101.SCH	Inline XBRL Taxonomy Extension Schema Document.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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


	Commonwealth Credit Partners BDC I, Inc.

Date: ~~May 11,~~August 10, 2023	By:	/s/ Robert O’Sullivan
	Name: Title:	Robert O’Sullivan Chief Executive Officer

Date: ~~May 11,~~August 10, 2023	By:	/s/ Cecilio M. Rodriguez
	Name: Title:	Cecilio M. Rodriguez Chief Financial Officer