| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Diameter Credit Company (Name of Issuer) |
Common shares of beneficial interest, par value $0.001 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons BTGP Boreas Fund LP - Series A | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,405,665.84 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons BTG Pactual Prop GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,405,665.84 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons Banco BTG Pactual S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BRAZIL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,405,665.84 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons BTG Pactual Holding S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BRAZIL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,405,665.84 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons BTG Pactual G7 Holding S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BRAZIL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,405,665.84 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Diameter Credit Company | |
| (b) | Address of issuer's principal executive
offices: 55 Hudson Yards, 29th Floor, New York, NY 10001 | |
| Item 2. | ||
| (a) | Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") with respect of the Common Shares of beneficial interest, par value $0.001 per share (the "Common Shares") of Diameter Credit Company (the "Issuer") are:
BTGP Boreas Fund LP - Series A, a Cayman Islands exempted limited partnership
BTG Pactual Prop GP, Ltd., a Cayman Islands exempted company
Banco BTG Pactual S.A., a Brazilian corporation
BTG Pactual Holding S.A., a Brazilian corporation
BTG Pactual G7 Holding S.A., a Brazilian corporation | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of the Reporting Persons is:
BTGP Boreas Fund LP - Series A, Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
BTG Pactual Prop GP, Ltd. - Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
Banco BTG Pactual S.A., Praia de Botafogo, 501, 5th Floor, 22250-040, City and State of Rio de Janeiro, Brazil
BTG Pactual Holding S.A., Av. Brigadeiro Faria Lima, 3477, 14th Floor, part, Itaim Bibi, City and State of Sao Paulo, 04538-133, Brazil
BTG Pactual G7 Holding S.A., Praia de Botafogo, 501, 5th Floor, 22250-040, City and State of Rio de Janeiro, Brazil | |
| (c) | Citizenship: See Item 4 of each of the cover pages to this Schedule 13G. | |
| (d) | Title of class of securities: Common shares of beneficial interest, par value $0.001 per share | |
| (e) | CUSIP No.: 000000000 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: BTGP Boreas Fund LP - Series A directly holds 1,405,665.84 Common Shares. BTG Pactual Prop GP, Ltd. is the general partner of BTGP Boreas Fund L.P. - Series A, and is wholly-owned by BTG Pactual Global Asset Management Ltd. BTG Pactual Global Asset Management Ltd is wholly-owned by BTG Pactual UK Holdco Limited, which is wholly-owned by BTG Pactual Holding Internacional S.A., which is wholly-owned by Banco BTG Pactual S.A., a corporation incorporated in Brazil. BTG Pactual Holdings S.A. directly controls Banco BTG Pactual S.A. BTG Pactual G7 Holdings S.A. directly controls BTG Pactual Holding S.A. The ownership percentages are based on 22,890,180.18 outstanding Common Shares as of February 6, 2025, as provided to the Reporting Persons by the Issuer. | |
| (b) | Percent of class: 6.1 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 1,405,665.84 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 1,405,665.84 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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