BlackRock Direct Lending 10-Q 2024 Q2 Quarterly report

0001834543ck0001834543:CapitalCallFacilityMember2021-06-182021-06-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2024

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period From ____ to ____

Commission File Number: 814-01378

BLACKROCK DIRECT LENDING CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	85-3439073
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification No.)
2951 28th Street, Suite 1000
Santa Monica, California	90405
(Address of Principal Executive Offices)	(Zip Code)

(310) 566-1094

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None	Not applicable	Not applicable
(Title of each class)	(Trading Symbol(s) )	(Name of each exchange on which registered)

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 preceding 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

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 ☒

The number of the Registrant's shares of common stock, $0.001 par value, outstanding as of August 8, 2024 was 27,081,900.

BLACKROCK DIRECT LENDING CORP.

FORM 10-Q

FOR THE SIX MONTHS ENDED JUNE 30, 2024

TABLE OF CONTENTS

Part I.	Financial Information
Item 1.	Financial Statements
	Statements of Assets and Liabilities as of June 30, 2024 (Unaudited) and December 31, 2023	3
	Statements of Operations for the three and six months ended June 30, 2024 (Unaudited) and June 30, 2023 (Unaudited)	4
	Statements of Changes in Net Assets for the three and six months ended June 30, 2024 (Unaudited) and June 30, 2023 (Unaudited)	5
	Statements of Cash Flows for the six months ended June 30, 2024 (Unaudited) and June 30, 2023 (Unaudited)	6
	Schedules of Investments as of June 30, 2024 (Unaudited) and December 31, 2023	7
	Notes to Financial Statements (Unaudited)	23
	Schedules of Restricted Securities of Unaffiliated Issuers as of June 30, 2024 (Unaudited) and December 31, 2023	37
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	50
Part II.	Other Information
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	52

2

BlackRock Direct Lending Corp.

Statements of Assets and Liabilities

	June 30, 2024			December 31, 2023
Assets	(Unaudited)
Investments, at fair value:
Non-controlled, non-affiliated investments (cost of $272,283,818 and $260,465,219, respectively)	$	258,878,083		$	253,875,915
Total investments (cost of $272,283,818 and $260,465,219, respectively)		258,878,083			253,875,915
Cash and cash equivalents		12,901,608			4,371,938
Interest receivable		2,964,053			3,043,248
Deferred offering costs		17,841			49,064
Deferred debt issuance costs		—			45,960
Prepaid expenses and other assets		240,146			105,409
Total assets		275,001,731			261,491,534
Liabilities
Incentive fees payable (Note 3)		876,495			919,929
Debt (net of deferred issuance costs of $14,356 and $14,626, respectively)		95,644			19,595,374
Reimbursements due to the Advisor		52,756			149,535
Payable for investments purchased		—			1,151,822
Interest and debt related payables		—			89,833
Accrued expenses and other liabilities		518,249			571,106
Total liabilities		1,543,144			22,477,599
Commitments and contingencies (Note 5)
Net assets	$	273,458,587		$	239,013,935
Composition of net assets applicable to common stockholders
Common stock, $0.001 par value; 300,000,000 shares authorized, 27,081,900 and 23,753,110 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	$	27,083		$	23,754
Paid-in capital in excess of par		280,361,564			245,279,448
Distributable earnings (loss)		(6,930,060	)		(6,289,267	)
Total net assets		273,458,587			239,013,935
Total liabilities and net assets	$	275,001,731		$	261,491,534
Net assets per share	$	10.10		$	10.06

See accompanying notes to the financial statements.

3

BlackRock Direct Lending Corp.

Statements of Operations (Unaudited)

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
Investment income	2024			2023		2024			2023
Interest income (excluding PIK):
Non-controlled, non-affiliated investments	$	8,012,092		$	7,665,414	$	16,143,728		$	14,551,933
PIK income:
Non-controlled, non-affiliated investments		396,582			327,555		968,220			482,341
Dividend income:
Non-controlled, non-affiliated investments		27,807			—		27,807			—
Other income:
Non-controlled, non-affiliated investments		984			17,399		2,406			37,024
Total investment income		8,437,465			8,010,368		17,142,161			15,071,298
Operating expenses
Incentive fees earned		876,495			2,801,811		1,780,373			2,801,811
Management fees		590,237			517,431		1,165,595			996,325
Interest and other debt expenses		398,827			722,729		879,764			1,579,083
Professional fees		137,176			58,137		300,243			124,754
Administrative expenses		105,447			74,081		205,526			152,373
Director fees		32,000			32,000		62,968			63,500
Custody and transfer agent fees		20,706			18,543		40,566			36,383
Insurance expense		9,714			6,822		16,517			13,568
Other operating expenses		131,396			135,153		227,998			168,050
Total operating expenses		2,301,998			4,366,707		4,679,550			5,935,847
Net investment income before taxes		6,135,467			3,643,661		12,462,611			9,135,451
Excise tax expense		—			—		—			1,809
Net investment income		6,135,467			3,643,661		12,462,611			9,133,642
Realized and unrealized gain (loss)
Net realized gain (loss):
Non-controlled, non-affiliated investments		5,533			—		40,171			(4,768	)
Change in net unrealized appreciation (depreciation):
Non-controlled, non-affiliated investments		(4,575,340	)		97,518		(6,816,431	)		(694,460	)
Net realized and unrealized gain (loss)		(4,569,807	)		97,518		(6,776,260	)		(699,228	)
Net increase (decrease) in net assets from operations	$	1,565,660		$	3,741,179	$	5,686,351		$	8,434,414
Earnings per share (1)	$	0.09		$	0.20	$	0.27		$	0.47
Basic and diluted weighted average shares outstanding		24,374,972			19,660,924		24,064,041			18,577,106

(1)

Computed based on the actual number of shares outstanding and capital activity during the time periods such earnings occurred.

See accompanying notes to the financial statements.

4

BlackRock Direct Lending Corp.

Statements of Changes in Net Assets (Unaudited)

	Common Stock				Paid in Capital in			Distributable			Total Net
	Shares		Par Amount		Excess of Par			Earnings (Loss)			Assets
Balance at December 31, 2023		23,753,110	$	23,754	$	245,279,448		$	(6,289,267	)	$	239,013,935
Net investment income	—		—		—				6,327,144			6,327,144
Net realized and unrealized gain	—		—		—				(2,206,453	)		(2,206,453	)
Balance at March 31, 2024		23,753,110	$	23,754	$	245,279,448		$	(2,168,576	)	$	243,134,626
Issuance of common stock		3,328,790		3,329		35,113,338		—				35,116,667
Offering costs charged to paid-in capital	—		—			(31,222	)	—				(31,222	)
Net investment income	—		—		—				6,135,467			6,135,467
Net realized and unrealized gain	—		—		—				(4,569,807	)		(4,569,807	)
Dividends paid to common shareholders	—		—		—				(6,327,144	)		(6,327,144	)
Balance at June 30, 2024		27,081,900	$	27,083	$	280,361,564		$	(6,930,060	)	$	273,458,587
	Common Stock				Paid in Capital in			Distributable			Total
	Shares		Par Amount		Excess of Par			Earnings (Loss)			Net Assets
Balance at December 31, 2022		17,459,576	$	17,460	$	180,302,036		$	(5,210,020	)	$	175,109,476
Issuance of common stock		1,950,275		1,950		20,064,717		—				20,066,667
Offering costs charged to paid-in capital	—		—			(17,841	)	—				(17,841	)
Net investment income	—		—		—				5,489,981			5,489,981
Net realized and unrealized gain	—		—		—				(796,746	)		(796,746	)
Balance at March 31, 2023		19,409,851	$	19,410	$	200,348,912		$	(516,785	)	$	199,851,537
Issuance of common stock		1,427,979		1,428		15,048,572		—				15,050,000
Offering costs charged to paid-in capital	—		—			(13,381	)	—				(13,381	)
Net investment income	—		—		—				3,643,661			3,643,661
Net realized and unrealized gain	—		—		—				97,518			97,518
Dividends paid to common shareholders	—		—		—				(5,491,790	)		(5,491,790	)
Balance at June 30, 2023		20,837,830	$	20,838	$	215,384,103		$	(2,267,396	)	$	213,137,545

See accompanying notes to the financial statements.

5

BlackRock Direct Lending Corp.

Statements of Cash Flows (Unaudited)

	For the Six Months Ended June 30,
	2024			2023
Operating activities
Net increase (decrease) in net assets resulting from operations	$	5,686,351		$	8,434,414
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized (gain) loss		(40,171	)		4,768
Change in net unrealized (appreciation)/depreciation of investments		6,816,431			694,460
Net amortization of investment discounts and premiums		(582,928	)		(768,130	)
Amortization of deferred debt issuance costs		71,178			149,563
Interest and dividend income paid in kind		(999,102	)		(482,341	)
Changes in assets and liabilities:
Purchases of investments		(21,919,380	)		(27,398,312	)
Proceeds from disposition of investments		11,722,982			7,003,863
Decrease (increase) in interest receivable		79,195			(745,258	)
Decrease (increase) in prepaid expenses and other assets		(134,737	)		107,738
Increase (decrease) in payable for investments purchased		(1,151,822	)		(156,665	)
Increase (decrease) in reimbursements due to the Advisor		(96,779	)		(246,681	)
Increase (decrease) in incentive fees payable		(43,434	)		2,801,811
Increase (decrease) in interest and debt related payables		(89,833	)		(23,705	)
Increase (decrease) in management fees payable		—			71,798
Increase (decrease) in accrued expenses and other liabilities		(52,856	)		22,831
Net cash provided by (used in) operating activities		(734,905	)		(10,529,846	)
Financing activities
Draws on credit facilities		3,500,000			20,500,000
Repayments on credit facilities		(23,000,000	)		(35,000,000	)
Proceeds from shares of common stock sold		35,116,667			35,116,667
Payments of debt issuance costs		(24,948	)		(100,000	)
Dividends paid in cash to stockholders		(6,327,144	)		(9,841,790	)
Net cash provided by (used in) financing activities		9,264,575			10,674,877
Net increase (decrease) in cash and cash equivalents (including restricted cash)		8,529,670			145,031
Cash and cash equivalents (including restricted cash) at beginning of period		4,371,938			2,856,829
Cash and cash equivalents (including restricted cash) at end of period	$	12,901,608		$	3,001,860
Supplemental cash flow information
Interest payments	$	865,638		$	1,453,593
Excise tax payments		—			1,809

See accompanying notes to the financial statements.

6

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited)

June 30, 2024

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (A)
Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	SOFR(M)		1.00	%		6.86	%		12.21	%	2/25/2026	$	815,654	$	810,026		$	796,078			0.30	%	F
ALCV Purchaser, Inc. (AutoLenders)	Sr Secured Revolver	SOFR(M)		1.00	%		6.86	%		12.21	%	2/25/2026	$	92,635		92,129			90,412			0.03	%	F
																902,155			886,490			0.33	%
Beverages
JP Intermediate B, LLC (Juice Plus)	First Lien Term Loan	SOFR(Q)		1.00	%		5.76	%		11.09	%	11/20/2025	$	1,654,446		1,600,401			1,206,091			0.44	%	F
Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	SOFR(Q)		1.00	%		6.10	%		11.43	%	4/30/2027	$	981,880		971,179			934,750			0.34	%	F
Trulite Holding Corp.	First Lien Term Loan	SOFR(M)		1.00	%		6.00	%		11.34	%	2/22/2030	$	82,813		81,156			80,535			0.03	%	F
																1,052,335			1,015,285			0.37	%
Capital Markets
PMA Parent Holdings, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.33	%	1/31/2031	$	3,952,069		3,873,027			3,916,500			1.44	%	F
PMA Parent Holdings, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.00	%		11.33	%	1/31/2031	$	-		(11,292	)		(5,081	)		0.00	%	E/F
																3,861,735			3,911,419			1.44	%
Commercial Services & Supplies
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.84	%	8/23/2028	$	1,608,633		1,579,567			1,579,356			0.59	%	F
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.50	%		11.85	%	8/23/2028	$	1,115,752		1,094,613			1,095,446			0.40	%	F
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	Sr Secured Revolver	SOFR(Q)		0.75	%		6.50	%		11.84	%	8/23/2027	$	223,339		218,660			218,934			0.08	%	F
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	SOFR(Q)		0.75	%	7.40% Cash + 0.50% PIK				13.24	%	8/31/2029	$	1,076,813		1,065,100			1,044,509			0.38	%	F
																3,957,940			3,938,245			1.45	%
Construction & Engineering
LJ Avalon Holdings, LLC (Ardurra)	First Lien Term Loan	SOFR(Q)		1.00	%		6.40	%		11.74	%	2/1/2030	$	752,201		733,838			745,431			0.27	%	F
LJ Avalon Holdings, LLC (Ardurra)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.40	%		11.73	%	2/1/2030	$	119,756		112,252			116,985			0.04	%	F
LJ Avalon Holdings, LLC (Ardurra)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.40	%		11.74	%	2/1/2029	$	-		(2,850	)		(1,112	)		0.00	%	E/F
CSG Buyer, Inc. (Core States)	First Lien Term Loan	SOFR(Q)		1.00	%		6.26	%		11.60	%	3/31/2028	$	1,225,221		1,200,716			1,205,617			0.44	%	F
CSG Buyer, Inc. (Core States)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.26	%		11.60	%	3/31/2028	$	-		(4,261	)		(3,409	)		0.00	%	E/F
Homerenew Buyer, Inc. (Project Dream)	First Lien Term Loan	SOFR(Q)		1.00	%		6.65	%		11.98	%	11/23/2027	$	1,396,172		1,375,203			1,008,036			0.37	%	F
Homerenew Buyer, Inc. (Project Dream)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.65	%		11.98	%	11/23/2027	$	1,954,350		1,931,448			1,411,040			0.52	%	F
Homerenew Buyer, Inc. (Project Dream)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.65	%		11.98	%	11/23/2027	$	477,680		470,764			344,885			0.13	%	F
Titan Home Improvement, LLC (Renuity)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.00	%		11.35	%	5/31/2030	$	-		(2,791	)		(2,791	)		0.00	%	E/F
Titan Home Improvement, LLC (Renuity)	Sr Secured Revolver Loan	SOFR(Q)		1.00	%		6.00	%		11.35	%	5/31/2030	$	-		(2,326	)		(2,326	)		0.00	%	E/F
Titan Home Improvement, LLC (Renuity)	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		11.35	%	5/31/2030	$	744,186		729,302			729,302			0.27	%	F
Vortex Companies, LLC	First Lien Term Loan	SOFR(M)		1.00	%		6.00	%		11.34	%	9/4/2029	$	1,109,391		1,086,565			1,120,485			0.41	%	F
Vortex Companies, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		6.00	%		11.34	%	9/4/2029	$	579,966		563,157			588,089			0.22	%	F
Vortex Companies, LLC	Sr Secured Revolver	SOFR(M)		1.00	%		6.00	%		11.63	%	9/4/2029	$	33,396		29,617			33,396			0.01	%	F
																8,220,634			7,293,628			2.68	%
Construction Materials
AHF Parent Holding, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.51	%		11.85	%	2/1/2028	$	3,244,576		3,178,415			3,208,075			1.18	%	D
Consumer Finance
Money Transfer Acquisition Inc.	First Lien Term Loan	SOFR(M)		1.00	%		8.35	%		13.69	%	12/14/2027	$	893,180		879,679			883,355			0.33	%	F
Freedom Financial Network Funding, LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.25	%		14.53	%	9/21/2027	$	2,983,631		2,928,484			2,909,041			1.06	%	F
Freedom Financial Network Funding, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		9.25	%		14.54	%	9/21/2027	$	994,544		975,958			969,680			0.36	%	F
																4,784,121			4,762,076			1.75	%

7

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

June 30, 2024

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Containers & Packaging
BW Holding, Inc. (Brook & Whittle)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.50	%		13.00	%	12/14/2029	$	1,807,299	$	1,776,628		$	1,583,194			0.58	%	F
Distributors
Colony Display, LLC	First Lien Term Loan (15% Exit Fee)	SOFR(Q)		1.00	%	6.76% Cash + 3.00% PIK				15.10	%	6/30/2026	$	977,606		968,971			924,815			0.34	%	F/I
Diversified Consumer Services
Razor Group Holdings II, Inc. (Germany)	First Lien A Term Loan	Fixed		-		2.50% Cash + 5.00% PIK				7.50	%	9/30/2028	$	4,314,422		4,330,411			3,921,810			1.44	%	B/F
Razor Group Holdings II, Inc. (Germany)	First Lien C Term Loan	Fixed		-		3.50% Cash + 3.50% PIK				7.00	%	9/30/2028	$	578,632		578,632			385,369			0.14	%	B/F
SellerX Germany GmbH (Germany)	First Lien B Delayed Draw Term Loan	SOFR(Q)		2.00	%	4.50% Cash + 4.50% PIK				14.33	%	5/23/2026	$	4,314,607		4,265,553			1,877,134			0.69	%	B/F/J
Fusion Holding Corp. (Finalsite)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.58	%	9/14/2029	$	4,113,135		4,039,813			4,077,763			1.51	%	F
Fusion Holding Corp. (Finalsite)	Sr Secured Revolver	Prime		0.75	%		5.25	%		13.75	%	9/15/2027	$	85,220		80,279			82,152			0.03	%	F
																13,294,688			10,344,228			3.81	%
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.11	%		11.45	%	3/26/2026	$	2,502,218		2,490,128			2,497,964			0.92	%	F
2-10 Holdco, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.11	%		11.45	%	3/26/2026	$	-		-			(162	)		—		E/F
Accordion Partners LLC	First Lien Delayed Draw Term Loan A	SOFR(Q)		0.75	%		6.25	%		11.58	%	8/29/2029	$	866,933		847,174			866,933			0.32	%	F
Accordion Partners LLC	First Lien Delayed Draw Term Loan B	SOFR(Q)		0.75	%		6.00	%		11.33	%	8/29/2029	$	414,704		407,401			414,704			0.15	%	F
Accordion Partners LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		11.57	%	8/31/2028	$	151,091		146,283			151,091			0.06	%	F
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.33	%	8/29/2029	$	3,358,298		3,298,576			3,358,299			1.25	%	F
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.60	%	8/29/2029	$	438,935		427,473			438,935			0.16	%	F
Accuserve Solutions, Inc.	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		5.25	%		10.42	%	3/15/2030	$	-		(1,674	)		-			—		E/F
Accuserve Solutions, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		5.25	%		10.42	%	3/15/2030	$	166,939		166,105			166,939			0.06	%	F
Apex Group Treasury LLC	Second Lien Term Loan	SOFR(Q)		0.50	%		7.01	%		12.31	%	7/27/2029	$	3,011,100		2,974,365			2,970,450			1.09	%	C/F
Foreside Financial Group, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.40	%		10.75	%	9/1/2027	$	-		(504	)		(81	)		—		E/F
Foreside Financial Group, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%		5.40	%		10.75	%	9/1/2027	$	-		(471	)		(77	)		—		E/F
Foreside Financial Group, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		5.40	%		10.75	%	9/1/2027	$	661,291		652,996			659,968			0.24	%	F
GC Champion Acquisition LLC (Numerix)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.25	%		11.58	%	8/21/2028	$	782,475		771,028			768,704			0.28	%	F
GC Champion Acquisition LLC (Numerix)	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		6.50	%		11.83	%	8/21/2028	$	883,388		860,153			874,996			0.32	%	F
GC Champion Acquisition LLC (Numerix)	First Lien Term Loan	SOFR(Q)		1.00	%		6.25	%		11.58	%	8/21/2028	$	2,816,912		2,775,926			2,767,334			1.02	%	F
Wharf Street Rating Acquisition LLC (KBRA)	Sr Secured Revolver	SOFR(M)		0.75	%		5.00	%		10.44	%	12/10/2027	$	-		(3,062	)		(2,976	)		—		E/F
Wharf Street Rating Acquisition LLC (KBRA)	First Lien Term Loan	SOFR(M)		0.75	%		5.00	%		10.44	%	12/10/2027	$	2,590,432		2,560,043			2,561,419			0.94	%	F
GC Waves Holdings, Inc. (Mercer)	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		5.35	%		10.69	%	8/10/2029	$	32,055		31,791			32,055			0.01	%	F
GC Waves Holdings, Inc. (Mercer)	First Lien Term Loan	SOFR(M)		0.75	%		5.35	%		10.69	%	8/10/2029	$	1,191,010		1,181,427			1,191,010			0.44	%	F
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC)	Second Lien Term Loan	SOFR(M)		1.00	%		8.62	%		13.96	%	7/5/2026	$	4,030,637		3,979,554			3,966,146			1.46	%	F
TransNetwork, LLC	First Lien Term Loan	SOFR(Q)		0.50	%		5.50	%		10.83	%	12/29/2030	$	1,193,816		1,146,063			1,202,770			0.44	%	F
Wealth Enhancement Group, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.50	%		10.85	%	10/4/2027	$	2,891,772		2,881,823			2,852,444			1.06	%	F
Wealth Enhancement Group, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%		5.50	%		10.85	%	10/4/2027	$	-		(504	)		(2,263	)		—		E/F
Worldremit Group Limited (United Kingdom)	First Lien Term Loan	SOFR(M)		1.00	%		9.35	%		14.68	%	2/11/2027	$	1,034,500		1,017,164			1,013,810			0.37	%	B/F
Worldremit Group Limited (United Kingdom)	First Lien Term Loan	SOFR(Q)		1.00	%		9.40	%		14.75	%	2/11/2027	$	836,833		822,861			820,097			0.30	%	B/F
																29,432,119			29,570,509			10.89	%
Health Care Equipment & Supplies
Touchstone Acquisition, Inc. (Team Technologies)	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.43	%	12/21/2028	$	1,766,010		1,740,102			1,723,096			0.63	%	F

8

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

June 30, 2024

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Health Care Providers & Services
CBI-Gator Acquisition, LLC	First Lien Term Loan	SOFR(Q)		0.75	%	5.90% Cash + 0.50% PIK				11.73	%	10/25/2027	$	1,767,602	$	1,746,233		$	1,659,779			0.62	%	F
CBI-Gator Acquisition, LLC	Sr Secured Revolver	SOFR(M)		0.75	%	5.90% Cash + 0.50% PIK				11.73	%	10/25/2027	$	150,834		148,978			141,251			0.05	%	F
INH Buyer, Inc. (IMS Health)	First Lien Term Loan (1.5% Exit Fee)	SOFR(Q)		1.00	%		7.00	%		12.43	%	6/28/2028	$	3,696,814		3,650,225			1,937,130			0.72	%	F/I/J
PHC Buyer, LLC (Patriot Home Care)	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.35	%	5/4/2028	$	1,485,485		1,465,134			1,448,793			0.53	%	F
PHC Buyer, LLC (Patriot Home Care)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		11.35	%	5/4/2028	$	345,351		340,805			336,820			0.12	%	F
RecordXTechnologies, LLC (Ontellus)	First Lien Term Loan	SOFR(Q)		1.00	%		5.25	%		10.58	%	5/20/2030	$	997,500		987,525			990,518			0.36	%	F
																8,338,900			6,514,291			2.40	%
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	SOFR(Q)		1.00	%		7.15	%		12.48	%	5/6/2027	$	1,124,166		1,112,423			1,106,179			0.41	%	F
Appriss Health, LLC (PatientPing)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.15	%		12.48	%	5/6/2027	$	11,413		10,683			10,195			0.00	%	F
ESO Solutions, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		12.35	%	5/3/2027	$	3,325,794		3,284,554			3,262,604			1.20	%	F
ESO Solutions, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		12.35	%	5/3/2027	$	195,649		193,107			191,002			0.07	%	F
Gainwell Acquisition Corp.	Second Lien Term Loan	SOFR(Q)		1.00	%		8.10	%		13.40	%	10/2/2028	$	800,332		797,901			774,721			0.29	%	F
																5,398,668			5,344,701			1.97	%
Hotels, Restaurants & Leisure
Showtime Acquisition, L.L.C. (World Choice)	First Lien Term Loan	SOFR(Q)		1.00	%		6.60	%		11.93	%	8/7/2028	$	2,643,112		2,580,518			2,599,236			0.95	%	F
Showtime Acquisition, L.L.C. (World Choice)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.60	%		11.93	%	8/7/2028	$	152,179		148,721			149,653			0.06	%	F
Showtime Acquisition, L.L.C. (World Choice)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.60	%		11.93	%	8/7/2028	$	-		(4,292	)		(3,166	)		—		E/F
																2,724,947			2,745,723			1.01	%
Household Durables
Bad Boy Mowers JV Acquisition, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		11.33	%	11/9/2029	$	1,997,363		1,952,364			2,007,350			0.74	%	F
Insurance
Alera Group, Inc.	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.60	%		11.94	%	9/30/2028	$	659,522		649,981			660,841			0.24	%	F
Alera Group, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.60	%		11.94	%	9/30/2028	$	328,778		323,891			329,436			0.12	%	F
AmeriLife Holdings, LLC	First Lien Term Loan	SOFR(M)		0.75	%		5.75	%		11.08	%	8/31/2029	$	2,697,983		2,654,530			2,692,587			0.99	%	F
AmeriLife Holdings, LLC	Sr Secured Revolver	SOFR(M)		0.75	%		5.75	%		11.08	%	8/31/2029	$	-		(3,878	)		(547	)		—		E/F
Integrity Marketing Acquisition, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.85	%	8/27/2026	$	2,837,724		2,805,928			2,837,724			1.05	%	F
Integrity Marketing Acquisition, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.50	%		11.85	%	8/19/2026	$	-		(122,942	)		-			—		E/F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		5.50	%		10.84	%	11/1/2028	$	1,474,119		1,459,860			1,463,800			0.54	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(M)		0.75	%		5.50	%		10.84	%	11/1/2028	$	2,449,595		2,426,305			2,432,447			0.89	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(M)		0.75	%		6.50	%		11.84	%	7/19/2030	$	157,152		154,364			158,723			0.06	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	Sr Secured Revolver	SOFR(M)		0.75	%		5.50	%		10.84	%	11/1/2027	$	-		(831	)		(696	)		—		E/F
																10,347,208			10,574,315			3.89	%

9

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

June 30, 2024

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Internet Software & Services
Anaconda, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.85	%	8/22/2028	$	1,577,250	$	1,563,132		$	1,564,631			0.58	%	F
Anaconda, Inc.	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		7.50	%		12.83	%	8/22/2027	$	1,013,185		1,003,970			1,005,079			0.37	%	F
Astra Acquisition Corp. (Anthology)	Second Lien Term Loan	SOFR(Q)		0.75	%		8.88	%		14.21	%	10/25/2029	$	2,853,861		2,810,905			702,050			0.26	%	F/J
Civic Plus, LLC	First Lien Term Loan	SOFR(Q)		0.75	%	5.90% Cash + 2.50% PIK				13.75	%	8/24/2027	$	993,811		981,320			991,426			0.37	%	F
Civic Plus, LLC	Sr Secured Revolver	SOFR(M)		0.75	%		5.90	%		11.25	%	8/25/2027	$	-		(1,049	)		(221	)		—		E/F
Civic Plus, LLC	First Lien Delay Draw Term Loan	SOFR(Q)		0.75	%	5.90% Cash + 2.50% PIK				13.75	%	8/25/2027	$	252,418		249,495			251,812			0.09	%	F
e-Discovery Acquireco, LLC (Reveal)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.85	%	8/29/2029	$	-		(8,125	)		7,490			—		E/F
e-Discovery Acquireco, LLC (Reveal)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.85	%	8/29/2029	$	4,140,263		4,046,319			4,222,654			1.55	%	F
Gympass US, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%	4.00% Cash + 4.00% PIK				13.45	%	7/8/2027	$	2,215,424		2,193,269			2,215,424			0.82	%	F
Gympass US, LLC	First Lien Term Loan	SOFR(M)		1.00	%	4.00% Cash + 4.00% PIK				13.46	%	7/8/2027	$	815,060		809,934			815,060			0.30	%	F
InMoment, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	5.00% Cash + 2.50% PIK				12.96	%	6/8/2028	$	4,726,107		4,659,490			4,555,967			1.68	%	F
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	SOFR(Q)		0.75	%		8.51	%		13.84	%	7/27/2029	$	3,000,000		2,933,690			932,085			0.34	%	J
Magenta Buyer, LLC (McAfee)	First Lien Incremental Term Loan	Fixed		-			12.00	%		12.00	%	7/27/2028	$	586,806		543,068			325,678			0.12	%
Oranje Holdco, Inc. (KnowBe4)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.83	%	2/1/2029	$	1,450,838		1,421,304			1,449,387			0.53	%	F
Oranje Holdco, Inc. (KnowBe4)	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		7.25	%		12.59	%	2/1/2029	$	1,120,877		1,098,459			1,099,580			0.40	%	F
Oranje Holdco, Inc. (KnowBe4)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.50	%		12.83	%	2/1/2029	$	-		(3,484	)		(181	)		—		E/F
Pluralsight, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		8.15	%		13.46	%	4/6/2027	$	1,020,610		1,004,433			473,563			0.17	%	F/J
Sailpoint Technologies Holdings, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		11.33	%	8/16/2029	$	1,632,483		1,606,547			1,639,503			0.60	%	F
Sailpoint Technologies Holdings, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.00	%		11.33	%	8/16/2028	$	-		(1,828	)		-			—		E/F
Suited Connector, LLC	First Lien Term Loan	SOFR(Q)		1.00	%	6.20% Cash + 2.00% PIK				13.52	%	12/1/2027	$	1,471,210		1,452,819			1,073,983			0.40	%	F
Suited Connector, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%	6.20% Cash + 2.00% PIK				13.53	%	12/1/2027	$	227,199		224,110			165,855			0.06	%	F
																28,587,778			23,490,825			8.64	%
Internet & Catalog Retail
CommerceHub, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.58	%	12/29/2027	$	2,551,645		2,419,952			2,376,347			0.87	%	F
IT Services
Avalara, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		7.25	%		12.58	%	10/19/2028	$	-		(8,201	)		-			—		E/F
Avalara, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.58	%	10/19/2028	$	4,548,580		4,460,797			4,616,810			1.69	%	F
Crewline Buyer, Inc. (New Relic)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.75	%		12.08	%	11/8/2030	$	-		(8,401	)		(369	)		—		E/F
Crewline Buyer, Inc. (New Relic)	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		12.08	%	11/8/2030	$	3,545,144		3,462,693			3,541,599			1.30	%	F
Ensono, Inc.	Second Lien Term Loan B	SOFR(M)		—			8.11	%		13.46	%	5/28/2029	$	1,800,000		1,790,056			1,800,000			0.66	%	F
Idera, Inc.	Second Lien Term Loan	SOFR(Q)		0.75	%		6.75	%		12.23	%	2/4/2029	$	763,206		759,803			748,896			0.28	%	F
Intercept Bidco, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.00	%		11.35	%	6/3/2030	$	-		(3,333	)		(3,333	)		—		E/F
Intercept Bidco, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		6.00	%		11.35	%	6/3/2030	$	-		(2,222	)		(2,222	)		—		E/F
Intercept Bidco, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		11.35	%	6/3/2030	$	722,222		707,778			707,778			0.26	%	F
Serrano Parent, LLC (Sumo Logic)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.83	%	5/13/2030	$	-		(8,183	)		(777	)		—		E/F
Serrano Parent, LLC (Sumo Logic)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.83	%	5/13/2030	$	3,885,090		3,796,077			3,877,320			1.43	%	F
Madison Logic Holdings, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		12.33	%	12/29/2028	$	2,161,489		2,107,135			2,113,936			0.78	%	F
Madison Logic Holdings, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		12.33	%	12/30/2027	$	-		(3,311	)		(3,456	)		—		E/F
																17,050,688			17,396,182			6.40	%
Life Sciences Tools & Services
Alcami Corporation	First Lien Term Loan	SOFR(Q)		1.00	%		7.15	%		12.49	%	12/21/2028	$	950,386		923,504			967,493			0.35	%	F
Alcami Corporation	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.15	%		12.49	%	12/21/2028	$	69,936		68,042			71,194			0.03	%	F
Alcami Corporation	Sr Secured Revolver	SOFR(M)		1.00	%		7.15	%		12.49	%	12/21/2028	$	-		(3,376	)		-			—		E/F
																988,170			1,038,687			0.38	%

10

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

June 30, 2024

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Media
Kid Distro Holdings, LLC	Sr Secured Revolver	SOFR(M)		1.00	%		5.60	%		10.94	%	10/1/2027	$	-	$	(812	)	$	(1,218	)		—		E/F
Kid Distro Holdings, LLC	First Lien Term Loan	SOFR(M)		1.00	%		5.60	%		10.94	%	10/1/2027	$	812,489		805,031			799,164			0.29	%	F
Kid Distro Holdings, LLC	First Lien Term Loan	SOFR(M)		1.00	%		7.10	%		12.44	%	10/1/2027	$	674,248		657,836			672,090			0.25	%	F
NEP Group, Inc. et al	First Lien Term Loan	SOFR(M)		1.00	%	3.25% Cash + 1.50% PIK				10.19	%	8/19/2026	$	297,241		273,879			282,625			0.10	%
NEP Group, Inc. et al	Second Lien Term Loan	SOFR(M)		-			7.00	%		12.46	%	10/19/2026	$	130,856		125,896			107,629			0.04	%
Streamland Media Midco LLC	First Lien Term Loan	SOFR(Q)		1.00	%	7.01% Cash + 0.75% PIK				13.09	%	12/31/2024	$	3,386,820		3,370,973			3,193,771			1.18	%	F
Terraboost Media Operating Company, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.65	%		11.98	%	8/23/2026	$	1,423,934		1,409,332			1,371,248			0.50	%	F
																6,642,135			6,425,309			2.36	%
Oil, Gas & Consumable Fuels
Palmdale Oil Company, LLC	First Lien Term Loan	SOFR(M)		1.00	%		6.75	%		12.08	%	10/2/2029	$	1,038,722		1,010,061			1,012,754			0.37	%	F
Paper & Forest Products
Alpine Acquisition Corp II (48Forty)	Sr Secured Revolver	SOFR(M)		1.00	%		6.10	%		11.44	%	11/30/2026	$	212,821		208,520			201,701			0.07	%	F
Alpine Acquisition Corp II (48Forty)	First Lien Term Loan	SOFR(M)		1.00	%		6.10	%		11.43	%	11/30/2026	$	4,352,786		4,285,998			4,170,839			1.54	%	F
FSK Pallet Holding Corp. (Kamps)	First Lien Term Loan	SOFR(Q)		1.25	%		6.65	%		11.95	%	12/23/2026	$	1,521,177		1,490,391			1,467,023			0.54	%	F
																5,984,909			5,839,563			2.15	%
Pharmaceuticals
Nephron Pharmaceuticals Corp. et al	First Lien Term Loan B-1	Fixed		—		20.0% PIK				20.00	%	9/11/2026	$	226,355		226,355			250,349			0.09	%	F
Nephron Pharmaceuticals Corp. et al	First Lien Term Loan B	SOFR(Q)		1.50	%		11.16	%		16.46	%	9/11/2026	$	4,048,958		3,921,666			3,358,611			1.24	%	F
																4,148,021			3,608,960			1.33	%
Professional Services
Cherry Bekaert Advisory, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		5.50	%		10.84	%	6/30/2028	$	377,030		368,259			363,037			0.14	%	F
Cherry Bekaert Advisory, LLC	First Lien Term Loan	SOFR(M)		0.75	%		5.50	%		10.84	%	6/30/2028	$	1,234,359		1,215,827			1,212,511			0.45	%	F
Cherry Bekaert Advisory, LLC	Sr Secured Revolver	SOFR(M)		0.75	%		5.50	%		10.84	%	6/30/2028	$	-		(2,622	)		(3,373	)		—		E/F
DTI Holdco, Inc. (Epiq Systems, Inc.)	Second Lien Term Loan	SOFR(M)		0.75	%		7.75	%		13.09	%	4/26/2030	$	1,988,125		1,957,996			1,739,609			0.64	%	F
GI Consilio Parent, LLC	Second Lien Term Loan	SOFR(M)		0.50	%		7.50	%		12.96	%	5/14/2029	$	3,000,000		2,984,214			3,000,000			1.10	%	F
Huckabee Acquisition, LLC (MOREgroup)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.75	%		11.08	%	1/16/2030	$	-		(3,226	)		(2,258	)		—		E/F
Huckabee Acquisition, LLC (MOREgroup)	Sr Secured Revolver	SOFR(Q)		1.00	%		5.75	%		11.08	%	1/16/2030	$	-		(1,935	)		(1,355	)		—		E/F
Huckabee Acquisition, LLC (MOREgroup)	First Lien Term Loan	SOFR(Q)		1.00	%		5.75	%		11.08	%	1/16/2030	$	740,081		725,279			729,720			0.27	%	F
ICIMS, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				12.58	%	8/18/2028	$	4,658,146		4,601,370			4,630,663			1.70	%	F
ICIMS, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				12.58	%	8/18/2028	$	-		-			(4,980	)		—		E/F
ICIMS, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.75	%		12.08	%	8/18/2028	$	41,821		36,688			39,353			0.01	%	F
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.86	%		14.21	%	8/17/2025	$	4,272,200		4,251,639			4,152,579			1.52	%	B/F/I
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.86	%		14.21	%	8/17/2025	$	1,750,000		1,742,742			1,701,000			0.63	%	B/F/I
Security Services Acquisition Sub Corp. (Protos)	First Lien Consolidated Term Loan	SOFR(M)		1.00	%		5.85	%		11.19	%	9/30/2027	$	1,430,965		1,424,491			1,419,231			0.52	%	F
																19,300,722			18,975,737			6.98	%
Real Estate Management & Development
Community Merger Sub Debt LLC (CINC Systems)	Sr Secured Revolver	SOFR(Q)		0.75	%		5.75	%		11.08	%	1/18/2030	$	-		(4,286	)		(4,286	)		—		E/F
Community Merger Sub Debt LLC (CINC Systems)	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		11.08	%	1/18/2030	$	783,750		768,075			768,075			0.28	%	F
Greystone Select Company II, LLC (Passco)	First Lien Term Loan	SOFR(M)		1.50	%		6.61	%		11.96	%	3/21/2027	$	1,847,720		1,823,554			1,829,613			0.67	%	F
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.25	%		6.43	%		11.61	%	3/2/2026	$	2,800,000		2,800,000			2,800,000			1.03	%	C/F
																5,387,343			5,393,402			1.98	%

11

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

June 30, 2024

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Road & Rail
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Incremental Term Loan A (1.0% Exit Fee)	SOFR(S)		1.00	%		7.68	%		12.97	%	4/8/2027	$	4,516,650	$	4,491,768		$	4,482,323			1.65	%	F/I
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Incremental 3 Term Loan	SOFR(S)		1.00	%		7.68	%		12.90	%	4/8/2027	$	483,350		480,323			479,677			0.18	%	F
																4,972,091			4,962,000			1.83	%
Semiconductors & Semiconductor Equipment
Emerald Technologies (U.S.) AcquisitionCo, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		6.40	%		11.75	%	12/29/2027	$	725,164		715,734			652,648			0.24	%	F
Emerald Technologies (U.S.) AcquisitionCo, Inc.	Sr Secured Revolver	SOFR(M)		1.00	%		6.15	%		11.47	%	12/29/2026	$	154,552		133,328			116,784			0.04	%	F
																849,062			769,432			0.28	%
Software
Aerospike, Inc.	First Lien Term Loan (0.50% Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.96	%	12/29/2025	$	223,540		222,696			223,496			0.08	%	F/I
Aerospike, Inc.	First Lien Delayed Draw Term Loan (0.50% Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.96	%	12/29/2025	$	350,856		346,996			350,786			0.13	%	F/I
AlphaSense, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		2.00	%		6.25	%		11.59	%	6/27/2029	$	-		(5,385	)		(5,385	)		—		E/F
AlphaSense, Inc.	First Lien Term Loan	SOFR(Q)		2.00	%		6.25	%		11.59	%	6/27/2029	$	2,692,626		2,665,700			2,665,700			0.98	%	F
Aras Corporation	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		12.05	%	4/13/2029	$	1,859,753		1,843,366			1,831,856			0.67	%	F
Aras Corporation	Sr Secured Revolver	SOFR(M)		1.00	%		5.50	%		10.84	%	4/13/2029	$	28,441		27,113			26,612			0.01	%	F
Backoffice Associates Holdings, LLC (Syniti)	First Lien Incremental Term Loan	SOFR(M)		1.00	%		7.60	%		12.93	%	4/30/2026	$	1,693,230		1,671,803			1,693,231			0.63	%	F
Backoffice Associates Holdings, LLC (Syniti)	Sr Secured Revolver	SOFR(M)		1.00	%		7.60	%		12.93	%	4/30/2026	$	195,562		192,156			195,562			0.07	%	F
Bluefin Holding, LLC (Allvue)	Sr Secured Revolver	SOFR(M)		1.00	%		7.25	%		12.59	%	9/12/2029	$	-		(8,813	)		(5,269	)		—		E/F
Bluefin Holding, LLC (Allvue)	First Lien Term Loan	SOFR(Q)		1.00	%		7.25	%		12.59	%	9/12/2029	$	4,111,310		4,017,912			4,057,863			1.49	%	F
Cart.Com, Inc.	First Lien Term Loan (2.5% Exit Fee)	SOFR(Q)		1.50	%		7.75	%		13.10	%	5/22/2029	$	1,000,000		990,000			990,000			0.36	%	F/I
Clever Devices Ltd.	Sr Secured Revolver	SOFR(M)		1.00	%		6.00	%		11.33	%	6/12/2030	$	78,431		71,078			71,078			0.03	%	F
Clever Devices Ltd.	First Lien Term Loan	SOFR(M)		1.00	%		6.00	%		11.33	%	6/12/2030	$	705,882		688,235			688,235			0.25	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.58	%	9/8/2027	$	3,238,338		3,213,259			3,165,800			1.16	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Incremental Term Loan	SOFR(Q)		0.75	%	8.00% PIK				13.33	%	9/8/2027	$	1,011,859		1,000,169			999,514			0.37	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	Sr Secured Revolver	SOFR(Q)		0.75	%		7.25	%		12.59	%	9/8/2027	$	155,574		153,464			149,953			0.06	%	F
Disco Parent, Inc. (Duck Creek Technologies)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.50	%		12.85	%	3/30/2029	$	-		(4,466	)		-			—		E/F
Disco Parent, Inc. (Duck Creek Technologies)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.85	%	3/30/2029	$	2,242,403		2,193,735			2,242,403			0.83	%	F
Fusion Risk Management, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%	3.50% Cash + 3.75% PIK				12.58	%	5/22/2029	$	-		(6,930	)		(8,423	)		—		E/F
Fusion Risk Management, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%	3.50% Cash + 3.75% PIK				12.58	%	5/22/2029	$	3,645,401		3,583,302			3,572,493			1.31	%	F
GTY Technology Holdings Inc.	First Lien Term Loan	SOFR(Q)		1.00	%	2.58% Cash + 4.30% PIK				12.21	%	7/9/2029	$	1,908,059		1,881,866			1,853,488			0.68	%	F
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				12.21	%	7/9/2029	$	383,395		357,248			359,130			0.13	%	F
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%	2.58% Cash + 4.30% PIK				12.21	%	7/9/2029	$	1,474,563		1,464,215			1,432,391			0.53	%	F
GTY Technology Holdings Inc.	Sr Secured Revolver	Prime		1.00	%		5.25	%		13.75	%	7/9/2029	$	127,369		122,751			118,262			0.04	%	F
Howlco, LLC, (Lone Wolf)	First Lien Term Loan	SOFR(Q)		1.00	%	3.15% Cash + 3.50% PIK				11.98	%	10/23/2027	$	748,155		744,198			728,778			0.27	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%	4.65% Cash + 2.25% PIK				12.23	%	12/17/2027	$	190,352		190,851			184,661			0.07	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Term Loan	SOFR(Q)		1.00	%	4.65% Cash + 2.25% PIK				12.21	%	12/17/2027	$	3,551,093		3,494,952			3,444,915			1.27	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	Sr Secured Revolver	SOFR(Q)		1.00	%	4.65% Cash + 2.25% PIK				12.25	%	12/17/2027	$	244,827		241,811			237,282			0.09	%	F
JOBVITE, Inc. (Employ, Inc.)	First Lien Term Loan	SOFR(S)		0.75	%		8.00	%		13.19	%	8/5/2028	$	2,796,125		2,742,281			2,753,904			1.01	%	F
Kaseya, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.50	%		10.83	%	6/25/2029	$	13,051		12,899			13,051			0.00	%	F
Kaseya, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.00% Cash + 2.50% PIK				10.82	%	6/25/2029	$	10,539		8,403			10,539			0.00	%	F
Kaseya, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		5.50	%		10.83	%	6/25/2029	$	53,260		50,910			53,260			0.02	%	F
Kaseya, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	5.50% Cash + 2.50% PIK				13.33	%	6/25/2029	$	3,521,774		3,484,056			3,521,774			1.30	%	F
Kong Inc.	First Lien Term Loan	SOFR(M)		1.00	%	5.50% Cash + 3.25% PIK				14.19	%	11/1/2027	$	958,878		944,134			958,111			0.35	%	F
Kong Inc.	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%	5.50% Cash + 3.25% PIK				14.19	%	11/1/2027	$	508,775		498,733			508,368			0.19	%	F

12

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

June 30, 2024

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity/ Expiration		Principal/ Shares		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Software (Continued)
Lightspeed Solutions, LLC	First Lien Term Loan	SOFR(M)		0.75	%		6.50	%		11.85	%	3/1/2028		$	2,420,875	$	2,388,938		$	2,380,930			0.88	%	F
Lightspeed Solutions, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.50	%		11.85	%	3/1/2028		$	159,629		157,634			156,995			0.06	%	F
Nvest, Inc. (SigFig)	First Lien Term Loan	SOFR(S)		1.00	%		7.50	%		13.18	%	9/15/2025		$	746,251		742,784			734,833			0.27	%	F
Oak Purchaser, Inc. (DaySmart)	First Lien Term Loan (1.0% Exit Fee)	SOFR(Q)		0.75	%		5.50	%		10.83	%	4/28/2028		$	650,015		643,515			635,715			0.23	%	F/I
Oak Purchaser, Inc. (DaySmart)	First Lien Delayed Draw Term Loan (1.0% Exit Fee)	SOFR(Q)		0.75	%		5.50	%		10.83	%	4/28/2028		$	433,343		429,010			423,810			0.16	%	F/I
Oak Purchaser, Inc. (DaySmart)	Sr Secured Revolver (1.0% Exit Fee)	SOFR(Q)		0.75	%		5.50	%		10.83	%	4/28/2028		$	-		(867	)		(1,907	)		—		E/F/I
Oversight Systems, Inc.	First Lien Incremental Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.85	%		11.18	%	9/24/2026		$	-		(387	)		(267	)		—		E/F
Oversight Systems, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		5.85	%		11.18	%	9/24/2026		$	635,721		629,679			629,873			0.23	%	F
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	Sr Secured Revolver Loan	SOFR(Q)		1.00	%		5.75	%		11.08	%	3/31/2027		$	-		-			(1,578	)		—		B/E/F
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	SOFR(S)		1.00	%		5.75	%		11.08	%	3/31/2027		$	1,681,726		1,664,545			1,668,273			0.61	%	B/F
Smarsh, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		11.08	%	2/18/2029		$	1,958,057		1,929,716			1,958,057			0.72	%	F
Smarsh, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.75	%		11.08	%	2/19/2030		$	244,757		238,057			244,757			0.09	%	F
Smarsh, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		5.75	%		11.10	%	2/18/2029		$	58,742		57,110			58,742			0.02	%	F
Thunder Purchaser, Inc. (Vector Solutions)	First Lien Term Loan	SOFR(Q)		1.00	%		5.90	%		11.23	%	6/30/2028		$	2,665,280		2,631,457			2,594,117			0.96	%	F
Thunder Purchaser, Inc. (Vector Solutions)	First Lien Incremental Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.90	%		11.23	%	6/30/2028		$	783,635		775,798			762,712			0.28	%	F
Thunder Purchaser, Inc. (Vector Solutions)	Sr Secured Revolver	SOFR(Q)		1.00	%		5.90	%		11.23	%	6/30/2027		$	165,596		163,459			160,137			0.06	%	F
Trintech, Inc.	Sr Secured Revolver	SOFR(M)		1.00	%		5.50	%		10.84	%	7/25/2029		$	78,534		71,439			71,058			0.03	%	F
Trintech, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		5.50	%		10.84	%	7/25/2029		$	3,555,449		3,460,473			3,458,741			1.28	%	F
Zendesk Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.60	%	11/22/2028		$	3,020,023		2,975,408			3,050,224			1.12	%	F
Zendesk Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.25	%		11.60	%	11/22/2028		$	-		(10,800	)		7,358			—		E/F
Zendesk Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		11.60	%	11/22/2028		$	-		(4,468	)		-			—		E/F
Zilliant Incorporated	First Lien Term Loan	SOFR(M)		0.75	%	2.10% Cash + 5.00% PIK				12.44	%	12/21/2027		$	2,498,219		2,469,997			2,400,788			0.88	%	F
Zilliant Incorporated	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%	2.10% Cash + 5.00% PIK				12.44	%	12/21/2027		$	457,425		452,928			439,585			0.16	%	F
Zilliant Incorporated	Sr Secured Revolver	SOFR(M)		0.75	%	2.10% Cash + 5.00% PIK				12.44	%	12/21/2027		$	-		(2,583	)		(8,667	)		—		E/F
																	60,957,540			60,907,705			22.42	%
Specialty Retail
Hanna Andersson, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		7.60	%		12.94	%	7/2/2026		$	2,630,466		2,607,758			2,577,857			0.95	%	F
Supergoop, LLC	First Lien Term Loan	SOFR(M)		0.75	%		5.60	%		10.94	%	12/28/2028		$	528,448		521,050			528,448			0.19	%	F
Supergoop, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		5.60	%		10.94	%	12/28/2028		$	16,631		14,749			16,631			0.01	%	F
																	3,143,557			3,122,936			1.15	%
Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	SOFR(Q)		—			6.51	%		11.85	%	9/17/2026		$	4,632,098		4,574,099			4,594,115			1.69	%	B/F
Total Debt Investments - 94.15% of Net Assets																	269,548,459			257,467,485			94.73	%
Equity Securities
Diversified Consumer Services
Elevate Brands Holdco, Inc.	Warrants to Purchase Common Stock											7/25/2030			376		-			-			—		F/G/H
Elevate Brands Holdco, Inc.	Warrants to Purchase Preferred New Super Senior Shares											7/25/2030			1,249		-			-			—		F/G/H
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares											4/28/2028			61		-			-			—		B/F/G/H
Razor US LP	Class A Preferred Units												-		2,728,395		2,708,159			1,377,830			0.51	%	F/G
Razor Group GmbH (Germany)	Warrants to Purchase Series C Shares											4/28/2028			19		-			-			—		B/F/G/H
Razor US LP	Common Units												-		27,283		-			-			—		F/G/H
MXP Prime Platform GmbH (SellerX) (Germany)	Warrants to Purchase Common Stock											7/25/2030			422		-			-			—		B/F/G/H
																	2,708,159			1,377,830			0.51	%

13

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

June 30, 2024

Issuer	Instrument	Maturity/ Expiration		Shares		Cost		Fair Value		% of Total Cash and Investments			Notes
Equity Securities (Continued)
Diversified Financial Services
Worldremit Group Limited (United Kingdom)	Series X Shares		-		271	$	27,200	$	27,214		0.01	%	B/F/G/H
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock	2/11/2031			2,394		-		5,306		—		B/F/G/H
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series E Stock	8/27/2031			299		-		24		—		B/F/G/H
							27,200		32,544		0.01	%
Internet Software & Services
SuCo Investors, LP (Suited Connector)	Warrants to Purchase Class A Units	3/6/2033			5,517		-		-		—		F/G/H
Software
Grey Orange International Inc.	Warrants to Purchase Common Stock	5/6/2032			1,122		-		224		—		F/G/H
Total Equity Securities - 0.52% of Net Assets							2,735,359		1,410,598		0.52	%
Total Investments - 94.67% of Net Assets							272,283,818		258,878,083		95.25	%
Cash and Cash Equivalents - 4.72% of Net Assets									12,901,608		4.75	%
Total Cash and Investments - 99.39% of Net Assets									271,779,691		100.00	%

Notes to Schedule of Investments:

(A)

Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933 (the “Securities Act”). Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

(B)

Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940 (the “1940 Act”). Under the 1940 Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(C)

Deemed an investment company under Section 3(c) of the 1940 Act and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(D)

Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(E)

Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.

(F)

Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.

(G)

Restricted security. (See Note 10)

(H)

Non-income producing investment.

(I)

In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.

(J)

Non-accruing debt investment

LIBOR or SOFR resets monthly (M), quarterly (Q) or semiannually (S).

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $22,918,482 and $11,722,982 respectively, for the six months ended June 30, 2024. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of June 30, 2024 was $258,878,083 or 95.25% of total cash and investments of the Company. As of June 30, 2024, approximately 11.2% of the total assets of the Company were non-qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the financial statements.

14

BlackRock Direct Lending Corp.

Schedule of Investments

December 31, 2023

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (A)
Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		12.39	%	4/15/2026	$	831,967	$	824,767		$	812,832			0.31	%	F
ALCV Purchaser, Inc. (AutoLenders)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.75	%		12.39	%	4/15/2026	$	92,635		91,986			90,505			0.04	%	F
																916,753			903,337			0.35	%
Beverages
JP Intermediate B, LLC (Juice Plus)	First Lien Term Loan	SOFR(Q)		1.00	%		5.76	%		11.14	%	11/20/2025	$	1,654,446		1,582,760			1,196,164			0.46	%	F
Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	SOFR(Q)		1.00	%		6.10	%		11.45	%	4/30/2027	$	986,936		974,548			915,877			0.35	%	F
Commercial Services & Supplies
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.63	%	8/23/2028	$	1,616,820		1,584,241			1,591,436			0.61	%	F
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.25	%		11.60	%	8/23/2028	$	1,121,398		1,098,024			1,103,792			0.43	%	F
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	Sr Secured Revolver	ABR		0.75	%		5.25	%		13.75	%	8/23/2027	$	88,451		83,417			84,391			0.03	%	F
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.40	%		12.79	%	8/31/2029	$	1,076,305		1,063,711			1,028,948			0.40	%	F
																3,829,393			3,808,567			1.47	%
Construction & Engineering
LJ Avalon Holdings, LLC (Ardurra)	First Lien Term Loan	SOFR(Q)		1.00	%		6.65	%		12.04	%	2/1/2030	$	756,010		735,831			744,670			0.29	%	F
LJ Avalon Holdings, LLC (Ardurra)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.65	%		12.03	%	2/1/2030	$	120,359		112,223			115,732			0.04	%	F
LJ Avalon Holdings, LLC (Ardurra)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.65	%		12.04	%	2/1/2029	$	-		(3,154	)		(1,853	)		0.00	%	E/F
CSG Buyer, Inc. (Core States)	First Lien Term Loan	SOFR(Q)		1.00	%		6.26	%		11.61	%	3/31/2028	$	1,287,222		1,261,476			1,255,041			0.49	%	F
CSG Buyer, Inc. (Core States)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.26	%		11.61	%	3/31/2028	$	-		(8,521	)		(10,652	)		—		E/F
CSG Buyer, Inc. (Core States)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.26	%		11.61	%	3/31/2028	$	-		(4,261	)		(5,326	)		0.00	%	E/F
Homerenew Buyer, Inc. (Project Dream)	First Lien Term Loan	SOFR(Q)		1.00	%		6.65	%		12.19	%	11/23/2027	$	1,399,731		1,375,359			1,326,945			0.51	%	F
Homerenew Buyer, Inc. (Project Dream)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.65	%		12.19	%	11/23/2027	$	1,959,310		1,932,364			1,857,426			0.71	%	F
Homerenew Buyer, Inc. (Project Dream)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.65	%		12.19	%	11/23/2027	$	477,680		469,844			452,841			0.18	%	F
Vortex Companies, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		6.00	%		11.36	%	9/4/2029	$	-		(6,376	)		(5,667	)		0.00	%	E/F
Vortex Companies, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		6.00	%		11.36	%	9/4/2029	$	531,621		520,222			520,988			0.20	%	F
Vortex Companies, LLC	First Lien Term Loan	SOFR(M)		1.00	%		6.00	%		11.36	%	9/4/2029	$	294,698		288,068			288,804			0.11	%	F
Vortex Companies, LLC	First Lien Term Loan	SOFR(M)		1.00	%		6.00	%		11.36	%	9/4/2029	$	820,278		802,538			803,872			0.31	%	F
Vortex Companies, LLC	Sr Secured Revolver	SOFR(M)		1.00	%		6.00	%		11.36	%	9/4/2029	$	23,722		19,597			19,852			0.01	%	F
																7,495,210			7,362,673			2.85	%
Construction Materials
AHF Parent Holding, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.51	%		11.86	%	2/1/2028	$	3,333,291		3,257,601			3,241,625			1.26	%	D
Consumer Finance
Money Transfer Acquisition Inc.	First Lien Term Loan	SOFR(M)		1.00	%		8.35	%		13.71	%	12/14/2027	$	1,004,260		986,740			984,174			0.38	%	F
Freedom Financial Network Funding, LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.00	%		14.50	%	9/21/2027	$	2,983,631		2,922,731			2,879,204			1.12	%	F
Freedom Financial Network Funding, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		9.00	%		14.64	%	9/21/2027	$	994,544		974,781			959,735			0.37	%	F
																4,884,252			4,823,113			1.87	%
Containers & Packaging
BW Holding, Inc. (Brook & Whittle)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.50	%		13.04	%	12/14/2029	$	1,807,299		1,775,146			1,612,111			0.62	%	F
																1,775,146			1,612,111			0.62	%
Distributors
Colony Display, LLC	First Lien Term Loan (15% Exit Fee)	SOFR(Q)		1.00	%	6.76% Cash + 3.00% PIK				15.11	%	6/30/2026	$	975,052		964,681			885,347			0.34	%	F

15

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2023

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Diversified Consumer Services
Razor Group GmbH (Germany)	First Lien Delayed Draw Term Loan	SOFR(M)		2.00	%	5.00% Cash + 5.00% PIK				15.37	%	4/30/2025	$	4,150,811	$	4,166,800		$	4,001,381			1.55	%	B/F
Razor Group GmbH (Germany)	First Lien Sr Secured Convertible Term Loan	Fixed		-		3.50% Cash + 3.50% PIK				7.00	%	4/30/2025	$	576,917		576,917			557,878			0.22	%	B/F
SellerX Germany GmbH (Germany)	First Lien A1 Term Loan	SOFR(Q)		2.00	%	4.50% Cash + 4.50% PIK				14.35	%	5/23/2026	$	1,084,631		1,084,631			1,072,700			0.42	%	B/F
SellerX Germany GmbH (Germany)	First Lien A2 Term Loan	SOFR(Q)		2.00	%	4.50% Cash + 4.50% PIK				14.35	%	5/23/2026	$	3,133,469		3,133,469			3,099,000			1.20	%	B/F
SellerX Germany GmbH (Germany)	First Lien B Delayed Draw Term Loan	SOFR(Q)		2.00	%	4.50% Cash + 4.50% PIK				14.35	%	5/23/2026	$	-		-			(5,950	)		0.00	%	B/E/F
Fusion Holding Corp. (Finalsite)	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		11.72	%	9/15/2027	$	-		(5,700	)		(3,477	)		0.00	%	E/F
Fusion Holding Corp. (Finalsite)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.72	%	9/14/2029	$	4,134,014		4,056,067			4,096,394			1.57	%	F
Whele, LLC (Perch)	First Lien Incremental Term Loan	SOFR(M)		1.00	%	11.50% PIK				13.82	%	10/15/2025	$	2,687,893		2,696,650			1,825,079			0.71	%	F/J
																15,708,834			14,643,005			5.67	%
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.10	%		11.46	%	3/26/2026	$	2,576,194		2,560,556			2,534,717			0.98	%	F
2-10 Holdco, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.10	%		11.46	%	3/26/2026	$	-		-			(1,535	)		0.00	%	E/F
Accordion Partners LLC	First Lien Delayed Draw Term Loan B	SOFR(Q)		0.75	%		6.00	%		11.38	%	8/29/2029	$	416,794		408,684			420,962			0.16	%	F
Accordion Partners LLC	First Lien Delayed Draw Term Loan A	SOFR(Q)		0.75	%		6.25	%		11.60	%	8/29/2029	$	267,546		262,403			270,222			0.10	%	F
Accordion Partners LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.00	%		11.35	%	8/31/2028	$	-		(5,328	)		-			0.00	%	E/F
Accordion Partners LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.25	%		11.63	%	8/29/2029	$	192,388		176,145			198,400			0.08	%	F
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.88	%	8/29/2029	$	441,152		428,726			445,564			0.17	%	F
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.35	%	8/29/2029	$	3,375,346		3,310,986			3,409,099			1.32	%	F
Apex Group Treasury LLC	Second Lien Incremental Term Loan	SOFR(Q)		0.50	%		7.01	%		12.38	%	7/27/2029	$	3,011,100		2,970,859			2,967,439			1.15	%	C/F
Foreside Financial Group, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.40	%		10.77	%	9/30/2027	$	-		(1,192	)		(83	)		0.00	%	E/F
Foreside Financial Group, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%		5.40	%		10.75	%	9/30/2027	$	18,373		17,831			18,335			0.01	%	F
Foreside Financial Group, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		5.40	%		10.78	%	9/30/2027	$	621,906		612,597			621,284			0.24	%	F
GC Champion Acquisition LLC (Numerix)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.25	%		11.71	%	8/21/2028	$	786,417		773,457			771,082			0.30	%	F
GC Champion Acquisition LLC (Numerix)	First Lien Incremental Term Loan	SOFR(S)		1.00	%		6.50	%		11.96	%	8/19/2028	$	3,718,941		3,646,818			3,654,412			1.42	%	F
Wharf Street Rating Acquisition LLC (KBRA)	Sr Secured Revolver	SOFR(M)		0.75	%		6.00	%		11.46	%	12/10/2027	$	-		(3,501	)		(5,367	)		0.00	%	E/F
Wharf Street Rating Acquisition LLC (KBRA)	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		11.46	%	12/10/2027	$	2,603,716		2,569,088			2,551,121			0.99	%	F
GC Waves Holdings, Inc. (Mercer)	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.10	%		11.46	%	8/11/2028	$	32,216		31,912			32,216			0.01	%	F
GC Waves Holdings, Inc. (Mercer)	First Lien Term Loan	SOFR(M)		0.75	%		6.10	%		11.46	%	8/11/2028	$	1,197,025		1,186,094			1,197,025			0.46	%	F
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC)	Second Lien Term Loan	SOFR(M)		1.00	%		8.62	%		13.97	%	7/5/2026	$	4,030,637		3,968,412			3,950,024			1.52	%	F
TransNetwork, LLC	First Lien Term Loan	SOFR(Q)		0.50	%		5.50	%		10.87	%	11/20/2030	$	1,199,815		1,151,821			1,196,815			0.45	%	F
Wealth Enhancement Group, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.85	%		11.23	%	10/4/2027	$	2,461,017		2,449,653			2,425,019			0.94	%	F
Wealth Enhancement Group, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%		6.00	%		11.26	%	10/4/2027	$	-		(582	)		(2,063	)		0.00	%	E/F
Worldremit Group Limited (United Kingdom)	First Lien Incremental Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		9.35	%		14.69	%	2/11/2025	$	4,000,000		3,968,492			3,860,000			1.52	%	B/F/I
																30,483,931			30,514,688			11.82	%
Health Care Equipment & Supplies
Touchstone Acquisition, Inc. (Team Technologies)	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.48	%	12/29/2028	$	1,775,043		1,745,303			1,728,005			0.67	%	F

16

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2023

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Health Care Providers & Services
CBI-Gator Acquisition, LLC	First Lien Term Loan	SOFR(Q)		1.00	%	5.90% Cash + 0.50% PIK				11.75	%	10/25/2027	$	1,763,142	$	1,738,919		$	1,609,749			0.62	%	F
CBI-Gator Acquisition, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.40	%		11.75	%	10/25/2027	$	100,384		98,258			86,741			0.03	%	F
INH Buyer, Inc. (IMS Health)	First Lien Term Loan (1.5% Exit Fee)	SOFR(Q)		1.00	%	3.50% Cash + 3.50% PIK				12.45	%	6/28/2028	$	3,696,814		3,643,151			3,064,658			1.20	%	F/I
PHC Buyer, LLC (Patriot Home Care)	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.50	%	5/4/2028	$	1,493,064		1,470,273			1,452,154			0.56	%	F
PHC Buyer, LLC (Patriot Home Care)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		11.39	%	5/4/2028	$	101,053		92,637			85,231			0.03	%	F
																7,043,238			6,298,533			2.44	%
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	SOFR(Q)		1.00	%		6.90	%		12.32	%	5/6/2027	$	1,129,873		1,116,502			1,108,405			0.43	%	F
Appriss Health, LLC (PatientPing)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.90	%		12.32	%	5/6/2027	$	-		(854	)		(1,446	)		0.00	%	E/F
ESO Solutions, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		12.36	%	5/3/2027	$	3,325,794		3,280,599			3,235,998			1.26	%	F
ESO Solutions, Inc.	Sr Secured Revolver	SOFR(M)		1.00	%		7.00	%		12.36	%	5/3/2027	$	146,737		143,889			140,134			0.05	%	F
Gainwell Acquisition Corp.	Second Lien Term Loan	SOFR(Q)		1.00	%		8.10	%		13.52	%	10/2/2028	$	800,332		797,422			780,323			0.30	%	F
																5,337,558			5,263,414			2.04	%
Hotels, Restaurants & Leisure
Showtime Acquisition, L.L.C. (World Choice)	First Lien Term Loan	SOFR(Q)		1.00	%		7.60	%		12.98	%	8/7/2028	$	2,656,461		2,586,419			2,608,646			1.01	%	F
Showtime Acquisition, L.L.C. (World Choice)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.60	%		12.97	%	8/7/2028	$	-		(3,853	)		(2,746	)		0.00	%	E/F
Showtime Acquisition, L.L.C. (World Choice)	Sr Secured Revolver	SOFR(S)		1.00	%		7.50	%		13.40	%	8/7/2028	$	-		(4,805	)		(3,433	)		—		E/F
																2,577,761			2,602,467			1.01	%
Household Durables
Bad Boy Mowers JV Acquisition, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		11.37	%	11/9/2029	$	2,007,400		1,957,919			1,927,104			0.75	%	F
Insurance
Alera Group, Inc.	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.60	%		11.96	%	10/2/2028	$	577,537		566,803			584,165			0.23	%	F
Alera Group, Inc.	First Lien Incremental Term Loan	SOFR(M)		0.75	%		6.60	%		11.96	%	10/2/2028	$	330,451		324,974			333,756			0.13	%	F
AmeriLife Holdings, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		11.14	%	8/31/2029	$	2,167,992		2,130,883			2,146,312			0.83	%	F
AmeriLife Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.75	%		11.14	%	8/31/2029	$	451,803		442,595			446,367			0.17	%	F
AmeriLife Holdings, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		5.75	%		11.14	%	8/31/2028	$	-		(4,291	)		(2,737	)		—		E/F
Integrity Marketing Acquisition, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.89	%	8/27/2026	$	2,852,056		2,813,755			2,852,056			1.10	%	F
Integrity Marketing Acquisition, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.00	%		11.39	%	8/27/2026	$	-		(150,352	)		-			—		E/F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(M)		0.75	%		6.11	%		11.47	%	11/1/2028	$	2,103,555		2,080,966			2,095,141			0.81	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan D	SOFR(M)		0.75	%		6.11	%		11.47	%	7/19/2030	$	-		(2,977	)		1,583			0.00	%	E/F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(M)		0.75	%		6.50	%		11.86	%	7/19/2030	$	157,944		154,866			159,523			0.06	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.11	%		11.47	%	11/1/2028	$	897,330		886,814			893,741			0.35	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.11	%		11.47	%	11/1/2027	$	584,321		578,466			581,984			0.23	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(M)		0.75	%		6.11	%		11.47	%	11/1/2028	$	358,592		354,395			357,158			0.14	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	Sr Secured Revolver	SOFR(M)		0.75	%		6.11	%		11.47	%	11/1/2027	$	-		(955	)		(398	)		0.00	%	E/F
																10,175,942			10,448,651			4.05	%

17

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2023

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Internet Software & Services
Anaconda, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.50	%		12.87	%	8/22/2027	$	1,856,341	$	1,839,754		$	1,821,071			0.71	%	F
Astra Acquisition Corp. (Anthology)	Second Lien Term Loan	SOFR(Q)		0.75	%		9.14	%		14.48	%	10/25/2029	$	2,853,861		2,809,558			1,712,316			0.66	%
Civic Plus, LLC	First Lien Term Loan	SOFR(Q)		0.75	%	4.15% Cash + 2.50% PIK				12.04	%	8/25/2027	$	981,301		967,414			979,240			0.38	%	F
Civic Plus, LLC	Sr Secured Revolver	SOFR(M)		0.75	%		6.10	%		11.46	%	8/25/2027	$	31,297		30,085			31,104			0.01	%	F
Civic Plus, LLC	First Lien Delay Draw Term Loan	SOFR(Q)		0.75	%	4.15% Cash + 2.50% PIK				12.04	%	8/25/2027	$	249,241		245,994			248,717			0.10	%	F
e-Discovery Acquireco, LLC (Reveal)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.89	%	8/29/2029	$	-		(8,896	)		(9,297	)		0.00	%	E/F
e-Discovery Acquireco, LLC (Reveal)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.89	%	8/29/2029	$	4,140,263		4,039,766			4,037,998			1.56	%	F
Gympass US, LLC	First Lien Term Loan	SOFR(M)		1.00	%	4.00% Cash + 4.00% PIK				13.47	%	7/8/2027	$	798,329		792,532			798,329			0.31	%	F
InMoment, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	5.00% Cash + 2.50% PIK				12.96	%	6/8/2028	$	4,666,613		4,593,457			4,528,948			1.75	%	F
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	SOFR(Q)		0.75	%		8.51	%		13.89	%	7/27/2029	$	3,000,000		2,965,608			1,200,000			0.46	%
Magenta Buyer, LLC (McAfee)	First Lien Incremental Term Loan	Fixed		-			12.00	%		12.00	%	7/27/2028	$	591,275		543,062			458,238			0.18	%
Oranje Holdco, Inc. (KnowBe4)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.88	%	2/1/2029	$	1,450,838		1,418,666			1,466,798			0.57	%	F
Oranje Holdco, Inc. (KnowBe4)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.75	%		13.13	%	2/1/2029	$	-		(3,857	)		-			0.00	%	E/F
Pluralsight, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		8.15	%		13.56	%	4/6/2027	$	1,020,610		1,007,313			995,095			0.39	%	F
Sailpoint Technologies Holdings, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		11.36	%	8/16/2029	$	1,632,483		1,604,585			1,631,177			0.63	%	F
Sailpoint Technologies Holdings, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.00	%		11.36	%	8/16/2028	$	-		(2,047	)		(292	)		0.00	%	E/F
Suited Connector, LLC	First Lien Term Loan	SOFR(Q)		1.00	%	6.20% Cash + 2.00% PIK				13.57	%	12/1/2027	$	1,396,527		1,376,220			916,122			0.35	%	F
Suited Connector, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%	6.20% Cash + 2.00% PIK				13.58	%	12/1/2027	$	224,881		221,743			147,522			0.06	%	F
																24,440,957			20,963,086			8.12	%
Internet & Catalog Retail
CommerceHub, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.40	%		11.79	%	12/29/2027	$	2,564,598		2,417,162			2,386,358			0.92	%	F
IT Services
Avalara, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		7.25	%		12.60	%	10/19/2028	$	-		(9,126	)		-			0.00	%	E/F
Avalara, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.60	%	10/19/2028	$	4,548,580		4,453,457			4,616,809			1.78	%	F
CrewLine Buyer, Inc. (New Relic)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.75	%		12.10	%	11/8/2030	$	-		(9,046	)		(3,693	)		—		E/F
CrewLine Buyer, Inc. (New Relic)	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		12.10	%	11/8/2030	$	3,545,144		3,457,134			3,509,693			1.36	%	F
Ensono, Inc.	Second Lien Term Loan B	SOFR(M)		0.00	%		8.11	%		13.47	%	5/28/2029	$	3,000,000		2,979,682			2,922,000			1.13	%	F
Serrano Parent, LLC (Sumo Logic)	Sr Secured Revolver	SOFR(Q)		0.75	%		4.26	%		9.64	%	5/13/2030	$	-		(8,864	)		(2,331	)		0.00	%	E/F
Serrano Parent, LLC (Sumo Logic)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.88	%	5/13/2030	$	3,885,090		3,791,151			3,861,780			1.50	%	F
Madison Logic Holdings, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		12.35	%	12/29/2028	$	2,172,433		2,113,470			2,111,605			0.82	%	F
Madison Logic Holdings, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		12.35	%	12/30/2027	$	-		(3,777	)		(4,398	)		0.00	%	E/F
Idera, Inc.	Second Lien Term Loan	SOFR(Q)		0.75	%		6.75	%		12.28	%	2/4/2029	$	1,137,871		1,132,075			1,114,403			0.43	%
																17,896,156			18,125,868			7.02	%
Leisure Products
Peloton Interactive, Inc.	First Lien Term Loan	SOFR(S)		0.50	%		7.10	%		12.48	%	5/25/2027	$	1,038,077		1,006,790			1,045,603			0.40	%	D
Life Sciences Tools & Services
Alcami Corporation	First Lien Term Loan	SOFR(M)		1.00	%		7.10	%		12.46	%	12/21/2028	$	952,792		923,131			971,848			0.38	%	F
Alcami Corporation	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		7.10	%		12.46	%	12/21/2028	$	-		(2,350	)		1,604			0.00	%	E/F
Alcami Corporation	Sr Secured Revolver	SOFR(M)		1.00	%		7.10	%		12.46	%	12/21/2028	$	-		(3,741	)		-			0.00	%	E/F
																917,040			973,452			0.38	%

18

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2023

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Media
Kid Distro Holdings, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		7.15	%		12.50	%	10/1/2027	$	1,485,765	$	1,458,295		$	1,432,032			0.55	%	F
Kid Distro Holdings, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%		5.65	%		11.00	%	10/1/2027	$	-		(936	)		(4,144	)		0.00	%	E/F
NEP Group, Inc. et al	First Lien Term Loan	SOFR(M)		-			3.36	%		8.72	%	8/19/2026	$	296,525		273,042			283,923			0.11	%
NEP Group, Inc. et al	Second Lien Term Loan	SOFR(M)		-			7.11	%		12.47	%	10/19/2026	$	130,856		124,942			105,339			0.04	%
Streamland Media Midco LLC	First Lien Term Loan	SOFR(Q)		1.00	%	7.01% Cash + 0.5% PIK				12.89	%	12/31/2024	$	3,394,711		3,362,508			3,208,002			1.25	%	F
Terraboost Media Operating Company, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.65	%		12.00	%	8/23/2026	$	1,432,130		1,414,467			1,273,164			0.49	%	F
																6,632,318			6,298,316			2.44	%
Oil, Gas & Consumable Fuels
Palmdale Oil Company, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		12.06	%	10/2/2029	$	1,043,941		1,013,163			1,017,843			0.39	%	F
Paper & Forest Products
Alpine Acquisition Corp II (48Forty)	First Lien Incremental Term Loan	SOFR(M)		1.00	%		6.10	%		11.44	%	11/30/2026	$	232,256		225,311			224,289			0.09	%	F
Alpine Acquisition Corp II (48Forty)	Sr Secured Revolver	SOFR(M)		1.00	%		6.10	%		11.44	%	11/30/2026	$	159,616		154,546			150,491			0.06	%	F
Alpine Acquisition Corp II (48Forty)	First Lien Term Loan	SOFR(M)		1.00	%		6.10	%		11.44	%	11/30/2026	$	3,955,459		3,892,094			3,819,787			1.47	%	F
FSK Pallet Holding Corp. (Kamps)	First Lien Term Loan	SOFR(Q)		1.25	%		6.15	%		11.56	%	12/23/2026	$	1,528,890		1,492,675			1,473,850			0.57	%	F
																5,764,626			5,668,417			2.19	%
Pharmaceuticals
Nephron Pharmaceuticals Corp. et al	First Lien Term Loan B	SOFR(Q)		1.50	%		9.00	%		14.57	%	9/11/2026	$	4,079,555		3,929,847			3,528,815			1.37	%	F
Professional Services
Cherry Bekaert Advisory, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		5.25	%		10.61	%	6/30/2028	$	378,936		365,100			356,696			0.14	%	F
Cherry Bekaert Advisory, LLC	Sr Secured Revolver	SOFR(M)		0.75	%		5.25	%		10.61	%	6/30/2028	$	-		(2,930	)		(7,108	)		0.00	%	E/F
Cherry Bekaert Advisory, LLC	First Lien Term Loan	SOFR(M)		0.75	%		5.25	%		10.61	%	6/30/2028	$	919,815		905,118			885,506			0.34	%	F
Cherry Bekaert Advisory, LLC	First Lien Term Loan	SOFR(M)		0.75	%		5.25	%		11.11	%	6/30/2028	$	320,821		314,657			314,533			0.12	%	F
DTI Holdco, Inc. (Epiq Systems, Inc.)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.75	%		13.13	%	4/26/2030	$	1,988,125		1,955,722			1,739,609			0.67	%		—
GI Consilio Parent, LLC	Second Lien Term Loan	SOFR(M)		0.50	%		7.50	%		12.97	%	5/14/2029	$	3,000,000		2,981,438			3,000,000			1.16	%	F
ICIMS, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.375% Cash + 3.875% PIK				12.62	%	8/18/2028	$	4,568,215		4,505,279			4,538,521			1.76	%	F
ICIMS, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				12.62	%	8/18/2028	$	-		-			(6,071	)		—		E/F
ICIMS, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.75	%		12.10	%	8/18/2028	$	69,841		64,102			67,122			0.03	%	F
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.86	%		14.22	%	2/17/2025	$	4,272,200		4,237,474			4,161,123			1.61	%	B/F/I
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.86	%		14.22	%	2/17/2025	$	1,750,000		1,737,963			1,704,501			0.66	%	B/F/I
Security Services Acquisition Sub Corp. (Protos)	First Lien Term Loan	SOFR(M)		1.00	%		6.10	%		11.46	%	9/30/2026	$	1,438,230		1,430,110			1,428,018			0.55	%	F
																18,494,033			18,182,450			7.04	%
Real Estate Management & Development
Greystone Select Company II, LLC (Passco)	First Lien Term Loan	SOFR(M)		1.50	%		6.61	%		11.97	%	3/21/2027	$	1,847,720		1,819,539			1,832,939			0.71	%	F
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.25	%		6.43	%		11.84	%	3/2/2026	$	2,800,000		2,800,000			2,780,400			1.08	%	C/F
																4,619,539			4,613,339			1.79	%
Road & Rail
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Incremental Delayed Draw Term Loan	SOFR(M)		1.00	%		7.68	%		13.15	%	4/8/2025	$	483,350		479,507			481,417			0.19	%	F
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		7.68	%		13.18	%	4/8/2025	$	1,000,000		993,654			996,000			0.39	%	F
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Incremental Term Loan	SOFR(M)		1.00	%		7.68	%		13.18	%	4/8/2025	$	3,516,650		3,494,812			3,502,584			1.35	%	F
																4,967,973			4,980,001			1.93	%

19

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2023

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Semiconductors & Semiconductor Equipment
Emerald Technologies (U.S.) AcquisitionCo, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		6.40	%		11.79	%	12/29/2027	$	734,769	$	723,977		$	668,640			0.26	%		—
Emerald Technologies (U.S.) AcquisitionCo, Inc.	Sr Secured Revolver	SOFR(M)		1.00	%		6.10	%		11.46	%	12/29/2026	$	195,123		170,320			160,036			0.06	%	F
																894,297			828,676			0.32	%
Software
Aerospike, Inc.	First Lien Term Loan (0.50% Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.97	%	12/29/2025	$	958,030		953,081			950,365			0.37	%	F/I
Aerospike, Inc.	First Lien Delayed Draw Term Loan (0.50% Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.97	%	12/29/2025	$	417,946		410,352			414,603			0.16	%	F/I
AlphaSense, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		12.47	%	3/11/2027	$	3,443,467		3,418,447			3,453,109			1.34	%	F
Aras Corporation	First Lien Term Loan	SOFR(Q)		1.00	%	3.65% Cash + 3.25% PIK				12.20	%	4/13/2027	$	1,826,435		1,807,460			1,767,989			0.68	%	F
Aras Corporation	Sr Secured Revolver	SOFR(Q)		1.00	%		6.65	%		12.04	%	4/13/2027	$	105,637		104,237			101,736			0.04	%	F
Backoffice Associates Holdings, LLC (Syniti)	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		7.75	%		13.19	%	4/30/2026	$	1,718,347		1,690,424			1,735,531			0.67	%	F
Backoffice Associates Holdings, LLC (Syniti)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.75	%		13.14	%	4/30/2026	$	195,562		191,408			195,562			0.08	%	F
Bluefin Holding, LLC (Allvue)	Sr Secured Revolver	SOFR(S)		1.00	%		7.25	%		12.72	%	9/12/2029	$	-		(9,630	)		(6,891	)		0.00	%	E/F
Bluefin Holding, LLC (Allvue)	First Lien Term Loan	SOFR(S)		1.00	%		7.25	%		12.72	%	9/12/2029	$	4,111,310		4,012,457			4,041,417			1.56	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.60	%	9/8/2027	$	3,238,338		3,210,194			3,156,085			1.22	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Incremental Amendment 4 Term Loan	SOFR(Q)		0.75	%	8.00% PIK				13.35	%	9/8/2027	$	946,990		934,053			933,637			0.36	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	Sr Secured Revolver	SOFR(Q)		0.75	%		7.25	%		12.60	%	9/8/2027	$	75,278		72,885			68,904			0.03	%	F
Disco Parent, Inc. (Duck Creek Technologies)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.50	%		12.89	%	3/30/2029	$	-		(4,921	)		-			0.00	%	E/F
Disco Parent, Inc. (Duck Creek Technologies)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.89	%	3/30/2029	$	2,242,403		2,190,733			2,246,888			0.87	%	F
Fusion Risk Management, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%	3.50% Cash + 3.75% PIK				12.62	%	5/22/2029	$	-		(7,620	)		(8,844	)		0.00	%	E/F
Fusion Risk Management, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%	3.50% Cash + 3.75% PIK				12.62	%	5/22/2029	$	3,577,261		3,510,037			3,502,138			1.36	%	F
GTY Technology Holdings Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				12.22	%	7/9/2029	$	1,867,275		1,838,594			1,865,968			0.72	%	F
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%	2.58% Cash + 4.30% PIK				12.22	%	7/9/2029	$	-		(26,147	)		(915	)		0.00	%	E/F
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				12.22	%	7/9/2029	$	1,442,902		1,431,574			1,441,892			0.56	%	F
GTY Technology Holdings Inc.	Sr Secured Revolver	PRIME(Q)		0.75	%		5.25	%		13.75	%	7/9/2029	$	31,842		26,771			31,619			0.01	%	F
Howlco, LLC, (Lone Wolf)	First Lien Term Loan	SOFR(Q)		1.00	%		6.15	%		11.53	%	10/23/2026	$	735,019		730,512			716,864			0.28	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Term Loan	SOFR(M)		1.00	%	3.10% Cash + 3.00% PIK				11.46	%	12/17/2027	$	3,540,641		3,478,211			3,426,279			1.33	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%	3.25% Cash + 3.00% PIK				11.43	%	12/17/2027	$	188,194		188,692			182,115			0.07	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.15	%		11.52	%	12/17/2027	$	243,397		240,063			235,292			0.09	%	F
JOBVITE, Inc. (Employ, Inc.)	First Lien Term Loan	SOFR(S)		0.75	%		8.00	%		13.43	%	8/7/2028	$	2,796,125		2,738,002			2,754,463			1.07	%	F
Kaseya, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.50% Cash + 2.50% PIK				11.38	%	6/25/2029	$	3,477,681		3,434,512			3,460,292			1.34	%	F
Kaseya, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.50% Cash + 2.50% PIK				11.38	%	6/25/2029	$	12,968		10,476			11,914			0.00	%	F
Kaseya, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%	3.50% Cash + 2.50% PIK				11.38	%	6/25/2029	$	53,260		50,728			52,204			0.02	%	F
Kong Inc.	First Lien Term Loan	SOFR(M)		1.00	%	5.50% Cash + 3.25% PIK				14.21	%	11/1/2027	$	943,443		927,233			942,594			0.36	%	F
Lightspeed Solutions, LLC	First Lien Term Loan	SOFR(M)		0.75	%		6.50	%		11.86	%	3/1/2028	$	2,373,141		2,338,326			2,327,577			0.90	%	F
Lightspeed Solutions, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.50	%		11.86	%	3/1/2028	$	127,282		116,995			113,135			0.04	%	F
Nvest, Inc. (SigFig)	First Lien Term Loan	SOFR(S)		1.00	%		7.50	%		13.40	%	9/15/2025	$	746,251		741,352			729,311			0.28	%	F
Oak Purchaser, Inc. (DaySmart)	First Lien Term Loan (1.0% Exit Fee)	SOFR(Q)		0.75	%		5.50	%		10.97	%	4/28/2028	$	650,015		643,515			629,865			0.24	%	F/I
Oak Purchaser, Inc. (DaySmart)	First Lien Delayed Draw Term Loan (1.0% Exit Fee)	SOFR(Q)		0.75	%		5.50	%		10.85	%	4/28/2028	$	403,876		399,543			390,442			0.15	%	F/I
Oak Purchaser, Inc. (DaySmart)	Sr Secured Revolver (1.0% Exit Fee)	SOFR(Q)		0.75	%		5.50	%		10.85	%	4/28/2028	$	-		(867	)		(2,687	)		0.00	%	E/F/I
Oversight Systems, Inc.	First Lien Incremental Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.10	%		11.48	%	9/24/2026	$	-		(471	)		(316	)		0.00	%	E/F
Oversight Systems, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		6.10	%		11.48	%	9/24/2026	$	28,967		28,479			28,652			0.01	%	F
Oversight Systems, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		6.10	%		11.48	%	9/24/2026	$	608,358		601,294			601,726			0.23	%	F
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	SOFR(Q)		1.00	%		7.15	%		12.50	%	3/31/2027	$	1,519,185		1,501,338			1,493,359			0.58	%	B/F
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.15	%		12.51	%	3/31/2027	$	162,541		160,730			159,778			0.06	%	B/F
Smarsh, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		11.10	%	2/19/2029	$	1,958,057		1,927,768			1,940,434			0.75	%	F
Smarsh, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.75	%		11.10	%	2/19/2029	$	244,757		237,474			240,352			0.09	%	F
Smarsh, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		5.75	%		11.10	%	2/19/2029	$	-		(1,797	)		(1,101	)		0.00	%	E/F

20

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2023

Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity/ Expiration	Principal/ Shares		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Software (Continued)
Thunder Purchaser, Inc. (Vector Solutions)	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		5.90	%		11.25	%	6/30/2028	$	2,679,011	$	2,641,205		$	2,599,980			1.01	%	F
Thunder Purchaser, Inc. (Vector Solutions)	First Lien Incremental Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.90	%		11.25	%	6/30/2028	$	787,661		778,983			764,425			0.30	%	F
Thunder Purchaser, Inc. (Vector Solutions)	Sr Secured Revolver	SOFR(Q)		1.00	%		5.90	%		11.25	%	6/30/2027	$	120,619		118,160			114,588			0.04	%	F
Trintech, Inc.	Sr Secured Revolver	SOFR(M)		1.00	%		6.50	%		11.86	%	7/25/2029	$	78,534		70,795			70,618			0.03	%	F
Trintech, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		6.50	%		11.86	%	7/25/2029	$	3,573,315		3,469,883			3,470,404			1.34	%	F
Zendesk Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.00% Cash + 3.25% PIK				11.61	%	11/22/2028	$	3,020,023		2,970,388			3,035,123			1.19	%	F
Zendesk Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.00% Cash + 3.25% PIK				11.61	%	11/22/2028	$	-		(12,020	)		3,679			—		E/F
Zendesk Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%	3.00% Cash + 3.25% PIK				11.61	%	11/22/2028	$	-		(4,963	)		-			0.00	%	E/F
Zilliant Incorporated	First Lien Term Loan	SOFR(M)		0.75	%	2.10% Cash + 4.50% PIK				11.96	%	12/21/2027	$	2,436,125		2,403,894			2,316,755			0.90	%	F
Zilliant Incorporated	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%	2.10% Cash + 4.50% PIK				11.96	%	12/21/2027	$	446,056		441,156			424,199			0.16	%	F
Zilliant Incorporated	Sr Secured Revolver	SOFR(M)		0.75	%	2.10% Cash + 4.50% PIK				11.96	%	12/21/2027	$	-		(2,951	)		(10,889	)		—		E/F
																59,121,027			59,112,219			22.89	%
Specialty Retail
Hanna Andersson, LLC	First Lien Term Loan	SOFR(M)		1.00	%		7.60	%		12.96	%	7/2/2026	$	2,706,382		2,676,133			2,627,896			1.02	%	F
Supergoop, LLC	First Lien Term Loan	SOFR(M)		0.75	%		5.60	%		10.96	%	12/29/2028	$	531,158		522,986			527,121			0.20	%	F
Supergoop, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.13	%		11.47	%	12/29/2028	$	-		(2,084	)		(948	)		0.00	%	E/F
																3,197,035			3,154,069			1.22	%
Technology Hardware, Storage & Peripherals
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.75	%		12.27	%	2/17/2026	$	94,286		93,148			95,794			0.04	%	B/F
Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	SOFR(Q)		0.00	%		6.51	%		11.86	%	9/17/2026	$	4,415,025		4,349,278			4,371,758			1.69	%	B/F
Total Debt Investments - 106.07% of Net Assets																260,465,219			253,520,745			98.17	%
Equity Securities
Diversified Consumer Services
Elevate Brands Holdco, Inc.	Warrants to Purchase Common Stock											7/25/2030		376		-			40,130			0.02	%	F/G/H
Elevate Brands Holdco, Inc.	Warrants to Purchase Preferred New Super Senior Shares											7/25/2030		1,249		-			133,306			0.05	%	F/G/H
PerchHQ, LLC	Warrants to Purchase Common Stock											10/15/2027		40,940		-			-			0.00	%	F/G/H
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares											4/28/2028		61		-			57,342			0.02	%	B/F/G/H
Razor Group GmbH (Germany)	Warrants to Purchase Series C Shares											4/28/2028		19		-			82,638			0.03	%	B/F/G/H
MXP Prime Platform GmbH (SellerX) (Germany)	Warrants to Purchase Common Stock											7/25/2030		422		-			31,236			0.01	%	B/F/G/H
																-			344,652			0.13	%
Diversified Financial Services
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock											2/11/2031		2,394		-			10,222			0.00	%	B/F/G/H
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series E Stock											8/27/2031		299		-			72			0.00	%	B/F/G/H
																-			10,294			0.00	%
Internet Software & Services
SuCo Investors, LP (Suited Connector)	Warrants to Purchase Class A Units											3/6/2033		5,517		-			-			0.00	%	F/G/H
Software
Grey Orange International Inc.	Warrants to Purchase Common Stock											5/6/2032		1,122		-			224			0.01	%	F/G/H
Total Equity Securities - 0.15% of Net Assets																-			355,170			0.14	%
Total Investments - 106.22% of Net Assets																260,465,219			253,875,915			98.31	%
Cash and Cash Equivalents - 1.83% of Net Assets																			4,371,938			1.69	%
Total Cash and Investments - 108.05% of Net Assets																			258,247,853			100.00	%

21

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2023

Notes to Schedule of Investments:

(A) Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

(B) Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(C) Deemed an investment company under Section 3(c) of the 1940 Act and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(D) Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.

(E) Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.

(F) Restricted security. (See Note 10)

(G) Non-income producing investment.

(H) In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.

LIBOR or EURIBOR resets monthly (M), quarterly (Q) or semiannually (S).

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $73,393,909 and $33,242,394, respectively, for the year ended December 31, 2023. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2023 was $253,875,915, or 98.3% of total cash and investments of the Company. As of December 31, 2023, approximately 13.4% of the total assets of the Company were not-qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the financial statements.

22

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited)

June 30, 2024

1. Organization and Nature of Operations

BlackRock Direct Lending Corp. (the “Company”) is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to achieve high risk-adjusted returns produced from current income generated by investing primarily in senior secured corporate debt instruments. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020.

The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.

BlackRock Capital Investment Advisors, LLC, a wholly owned, indirect subsidiary of BlackRock, Inc., serves as the advisor of the Company (the "Advisor"). BlackRock Financial Management, Inc. serves as the administrator of the Company (the “Administrator”), and is affiliated with the Advisor. Company management consists of the Advisor and the Company’s board of directors (the "Board of Directors"). The Advisor directs and executes the day-to-day operations of the Company, subject to oversight from the Board of Directors, which sets the broad policies of the Company. The Board of Directors of the Company has delegated investment management of the Company’s assets to the Advisor. The Board of Directors consists of five persons, three of whom are independent.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The following is a summary of the significant accounting policies of the Company.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well the reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.

Investment Valuation

Pursuant to Rule 2a-5 (the "Rule") under the 1940 Act, the Board of Directors designated the Advisor as the Company's valuation designee (the "Valuation Designee") to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted by the Advisor to seek to ensure compliance with the requirements of the Rule.

Investments are recorded at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in the policies adopted by the Valuation Designee and approved by the Board of Directors. Fair value is generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date.

All investments are valued at least quarterly based on quotations or other affirmative pricing from independent third-party sources, with the exception of investments priced directly by the Valuation Designee which in the aggregate comprise less than 5% of the capitalization of the Company. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation.

23

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

2. Summary of Significant Accounting Policies (Continued)

Investments not listed on a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers.

Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative valuations performed by independent valuation services approved by the Valuation Designee or, for investments aggregating less than 5% of the total assets of the Company, using valuations determined directly by the Valuation Designee. Such valuations are determined under documented valuation policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee").

Generally, to increase objectivity in valuing the investments, the Valuation Designee will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Valuation Designee’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. Such circumstances may include macroeconomic, geopolitical and other events and conditions that may significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on the Company’s investments. The foregoing policies apply to all investments, including any in companies and groups of affiliated companies aggregating more than 5% of the Company’s assets.

Fair valuations of investments in each asset class are determined using one or more methodologies including market quotations, the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at which transactions in securities of comparable companies occur, with appropriate adjustments for differences in company size, operations or other factors affecting comparability.

The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The discount rates used for such analyses reflect market yields for comparable investments, considering such factors as relative credit quality, capital structure, and other factors.

In following these approaches, the types of factors that may be taken into account also include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, comparable costs of capital, the principal market in which the investment trades and enterprise values, among other factors.

Investments may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as of the beginning of the reporting period.

At June 30, 2024, the Company’s investments were categorized as follows:

Level	Basis for Determining Fair Value	Bank Debt (1)		Equity Securities		Total
2	Other direct and indirect observable market inputs (2)	$	4,856,092	$	—	$	4,856,092
3	Independent third-party valuation sources that employ significant unobservable inputs		252,611,393		1,410,374		254,021,767
3	Advisor valuations with significant unobservable inputs		—		224		224
Total		$	257,467,485	$	1,410,598	$	258,878,083

(1)

Includes senior secured loans

(2)

For example, quoted prices in inactive markets or quotes for comparable investments

24

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

2. Summary of Significant Accounting Policies (Continued)

Unobservable inputs used in the fair value measurement of Level 3 investments as of June 30, 2024 included the following:

Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.) (1)
Bank Debt	$	232,177,651	Income approach	Discount rate	9.7%-33.5% (12.9%)
		11,440,066	Market quotations	Indicative bid/ask quotes	1-3 (1)
		5,174,655	Market comparable companies	Revenue Multiples	0.4x-1.7x (0.5x)
		3,819,022	Market comparable companies	EBITDA multiples	3.3x - 9.5x (4.5x)
Equity		1,410,598	Option Pricing Model	EBITDA/Revenue multiples	2.0x -7.3 (2.0x)
				Implied volatility	45.0%-60.0% (59.7%)
				Term	1.0 year-3.0 years (3.0 years)
	$	254,021,991

(1)

Weighted by fair value

Certain fair value measurements may employ more than one valuation technique, with each valuation technique receiving a relative weight between 0% and 100%. Generally, a change in an unobservable input may result in a change to the value of an investment as follows:

Input	Impact to Value if Input Increases	Impact to Value if Input Decreases
Discount rate	Decrease	Increase
Revenue multiples	Increase	Decrease
EBITDA multiples	Increase	Decrease
Book value multiples	Increase	Decrease
Implied volatility	Increase	Decrease
Term	Increase	Decrease
Yield	Increase	Decrease

25

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

2. Summary of Significant Accounting Policies (Continued)

Changes in investments categorized as Level 3 during the three months ended June 30, 2024 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Equity Securities			Total
Beginning balance	$	255,259,966		$	1,506,254		$	256,766,220
Net realized and unrealized gains (losses)		(4,434,353	)		(123,080	)		(4,557,433	)
Acquisitions (1)		13,660,295			27,200			13,687,495
Dispositions		(9,711,451	)		—			(9,711,451	)
Transfers into Level 3 (2)		1,109,425			—			1,109,425
Transfers out of Level 3 (3)		(3,272,489	)		—			(3,272,489	)
Ending balance	$	252,611,393		$	1,410,374		$	254,021,767
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(4,366,942	)	$	(123,080	)	$	(4,490,022	)

__________________________

(1)

Includes payments received in kind and accretion of original issue and market discounts

(2)

Comprised of one investment that was transferred from Level 2 due to reduced number of market quotes

(3)

Comprised of two investments that were transferred to Level 2 due to increased observable market activity

	Valuation Designee Valuation
	Bank Debt		Equity Securities		Total
Beginning balance	$	—	$	224	$	224
Ending balance	$	—	$	224	$	224
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	-	$	-	$	-

Changes in investments categorized as Level 3 during the six months ended June 30, 2024 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Equity Securities			Total
Beginning balance	$	244,121,603		$	354,947		$	244,476,550
Net realized and unrealized gains (losses)		(4,771,358	)		(1,679,932	)		(6,451,290	)
Acquisitions (1)		20,778,645			2,735,359			23,514,004
Dispositions		(10,581,911	)		—			(10,581,911	)
Transfers into Level 3 (2)		3,522,652			—			3,522,652
Transfers out of Level 3 (3)		(458,238	)		—			(458,238	)
Ending balance	$	252,611,393		$	1,410,374		$	254,021,767
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(5,866,973	)	$	(1,679,946	)	$	(7,546,919	)

_________________________

(1) Includes payments received in kind and accretion of original issue and market discounts

(2) Comprised of three investments that were transferred from Level 2 due to reduced number of market quotes

(3) Comprised of one investment that was transferred to Level 2 due to increased observable market activity

26

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

2. Summary of Significant Accounting Policies (Continued)

	Valuation Designee Valuation
	Bank Debt		Equity Securities		Total
Beginning balance	$	—	$	224	$	224
Ending balance	$	—	$	224	$	224
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	—	$	—	$	—

__________________________

At December 31, 2023, the Company’s investments were categorized as follows:

Level	Basis for Determining Fair Value	Bank Debt (1)		Equity Securities		Total
2	Other direct and indirect observable market inputs (2)	$	9,399,141	$	—	$	9,399,141
3	Independent third-party valuation sources that    employ significant unobservable inputs		244,121,603		354,947		244,476,550
3	Advisor valuations with significant unobservable inputs		—		224		224
Total		$	253,520,744	$	355,171	$	253,875,915

(1)

Includes senior secured loans

(2)

For example, quoted prices in inactive markets or quotes for comparable investments

Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2023 included the following:

Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.) (1)
Bank Debt	$	232,076,026	Income approach	Discount rate	9.6%-29.7% (12.9%)
		8,598,975	Market quotations	Indicative bid/ask quotes	1 (1)
		2,888,723	Market comparable companies	Revenue Multiples	0.6x-0.9x (0.8x)
		557,879	Option Pricing Model	EBITDA/Revenue multiples	1.9x (1.9x)
				Implied volatility	65.0% (65.0%)
				Term	1.3 years (1.3 years)
Equity		354,947	Option Pricing Model	EBITDA/Revenue multiples	0.6x-15.3x (9.6x)
				Implied volatility	50.0%-65.0% (55.9%)
				Term	1.0 year-2.5 years (2.0 years)
	$	244,476,550

__________________________

(1)

Weighted by fair value

27

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

2. Summary of Significant Accounting Policies (Continued)

Changes in investments categorized as Level 3 during the three months ended June 30, 2023 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Equity Securities			Total
Beginning balance	$	219,500,190		$	426,727		$	219,926,917
Net realized and unrealized gains (losses)		1,151,732			(41,696	)		1,110,036
Acquisitions (1)		11,993,145			—			11,993,145
Dispositions		(5,926,605	)		—			(5,926,605	)
Transfers into Level 3 (2)		2,096,245			—			2,096,245
Transfers out of Level 3 (3)		(3,933,539	)					(3,933,539	)
Ending balance	$	224,881,168		$	385,031		$	225,266,199
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	1,028,574		$	(41,697	)	$	986,877

__________________________

(1)

Includes payments received in kind and accretion of original issue and market discounts

(2)

Comprised of two investments that were transferred from Level 2 due to reduced number of market quotes

(3) Comprised of three investments that were transferred to Level 2 due to increased observable market activity

Changes in investments categorized as Level 3 during the six months ended June 30, 2023 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Equity Securities			Total
Beginning balance	$	202,878,661		$	549,038		$	203,427,699
Net realized and unrealized gains (losses)		804,274			(164,007	)		640,267
Acquisitions (1)		28,086,246			—			28,086,246
Dispositions		(6,886,420	)		—			(6,886,420	)
Transfers into Level 3 (2)		3,931,946			—			3,931,946
Transfers out of Level 3 (3)		(3,933,539	)		—			(3,933,539	)
Ending balance	$	224,881,168		$	385,031		$	225,266,199
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	626,328		$	(164,007	)	$	462,321

_________________________

(1) Includes payments received in kind and accretion of original issue and market discounts

(2) Comprised of three investments that were transferred from Level 2 due to reduced number of market quotes

(3) Comprised of three investments that were transferred to Level 2 due to increased observable market activity

Investment Transactions

Investment transactions are recorded on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost inventory to the basis of investments sold.

Cash and Cash Equivalents

Cash consists of amounts held in accounts with the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally 60 days or less and may not be insured by the FDIC or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy. At June 30, 2024, included in cash and cash equivalents was

28

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

2. Summary of Significant Accounting Policies (Continued)

$7.2 million (2.6% of net assets) held in the JPMorgan U.S. Treasury Plus Money Market Fund with a 7-day yield of 5.14%. At December 31, 2023, included in cash and cash equivalents was $1.8 million (0.8% of net assets) held in the JPMorgan U.S. Treasury Plus Money Market Fund with a 7-day yield of 5.20%. There was no restricted cash at June 30, 2024 or December 31, 2023.

Restricted Investments

The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted investments is included at the end of the Schedules of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.

Foreign Currency Investments

The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Such positions are converted at the respective closing foreign exchange rates in effect at June 30, 2024 and December 31, 2023 and reported in U.S. dollars. Purchases and sales of investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments. The Company did not hold any investments denominated in foreign currency at June 30, 2024 and December 31, 2023.

Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. Government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. Government.

Organization and Offering Costs

Costs incurred to organize the Company are expensed as incurred. During the period from November 30, 2020 (inception) to December 31, 2023, the Company incurred $71,685 in organizational expenses. During the six months ended June 30, 2024, the Company did not incur any additional organizational expenses. From November 30, 2020 through June 30, 2024, the Company had incurred a total of $267,621 in offering costs, of which $249,780 has been charged to paid-in capital. Remaining offering costs will be charged to paid-in capital as additional capital commitments are called. The Company will not bear more than $1.0 million for organization and offering costs.

Deferred Debt Issuance Costs

Certain costs incurred in connection with the issuance of debt of the Company were capitalized and are being amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company.

Revenue Recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

29

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

2. Summary of Significant Accounting Policies (Continued)

Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

Debt investments are generally placed on non-accrual status when it is probable that principal or interest will not be collected according to the contractual terms. When a debt investment is placed on non-accrual status, accrued and unpaid interest (including any accrued PIK interest) is generally reversed, and discount accretion or premium amortization is discontinued. The Company does not reverse previously capitalized PIK income. Payments received on non-accrual investments may be recognized as income or applied to principal depending upon the Company’s judgment regarding collectability of the outstanding principal and interest. Non-accrual investments are restored to accrual status if past due principal and interest are paid or, in the Company’s judgement, the repayment of the remaining contractual principal and interest is expected. The Company may opt not to place a distressed debt investment on non-accrual status if principal and interest are secured through sufficient collateral value and are in the process of collection through legal actions or other efforts that are expected to result in repayment of principal and interest.

Income Taxes

The Company intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the financial statements. In accordance with ASC Topic 740 - Income Taxes, the Company recognizes in its financial statements the effect of a tax position when it is determined that such position is more likely than not, based on the technical merits, to be sustained upon examination.

The tax returns of the Company remain open for examination by tax authorities for a period of three years from the date they are filed. No such examinations are currently pending. Management has analyzed tax laws and regulations and their application to the Company as of June 30, 2024, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the financial statements.

The final tax characterization of distributions is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to stockholders. Distributions can be characterized as ordinary income, capital gains and/or return of capital. As of December 31, 2023, the Company had no non-expiring capital loss carryforwards available to offset future realized capital gains.

As of December 31, 2023, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:

	December 31, 2023
Tax Cost	$	259,777,529
Gross Unrealized Appreciation		2,053,159
Gross Unrealized Depreciation		(7,954,773	)
Net Unrealized Appreciation (Depreciation)	$	(5,901,614	)

Recent Accounting Pronouncements

In March 2020 and January 2021, the FASB issued ASU No. 2020-04 and ASU No. 2021-01, respectively, “Reference Rate Reform (Topic 848),” which provides 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 amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional

30

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

2. Summary of Significant Accounting Policies (Continued)

expedients for and that are retained through the end of the hedging relationship. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset date of Topic 848, which deferred the sunset date of this guidance to December 31, 2024. The Company is currently evaluating the impact of adopting ASU 2020-04 on its financial statements.

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”),” which clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. The Company has concluded that this guidance will not have a material impact on its consolidated financial statements.

3. Management Fees, Incentive Fees and Other Expenses

On November 30, 2020, the Company entered into an investment management agreement with the Advisor (the “Investment Management Agreement”). Under the Investment Management Agreement, the Advisor, for its service to the Company, is entitled to receive a management fee from the Company and an incentive fee. The management fee is calculated at an annual rate of 0.90% of the Company’s total assets (excluding cash and cash equivalents) and payable quarterly in arrears. For the period from the date the Company first issues shares of common stock to one or more investors (other than the Advisor and its affiliates) through the end of the first calendar quarter, no management fee was payable. Subsequently, the management fee is calculated based on the value of the Company’s total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The management fees for any partial quarter are appropriately prorated.

Incentive fee is only incurred to the extent the Company’s cumulative total return (after incentive fee) exceeds a 6% annual rate on daily weighted-average unreturned capital contributions. Subject to that limitation, incentive fee is calculated on net investment income (before incentive fee) and net realized gains (net of any unrealized depreciation) at a rate of 12.5%. Incentive fee is computed as the difference between incentive fee earned and incentive fee paid, subject to the total return hurdle, on a cumulative basis, and is payable quarterly in arrears. As of June 30, 2024, the Company’s cumulative performance exceeded the total return hurdle, and as such the incentive fees for the three and six months ended June 30, 2024 were $876,495 and $1,780,373 respectively. As of June 30, 2023, the Company's cumulative performance exceeded the total return hurdle, and as such the incentive fees for the three months and six months ended June 30, 2023 were $2,801,811 and $2,801,811, respectively.

There were no incentive fees on capital gains accrued on a liquidation basis (but not payable) under GAAP for the three and six months ended June 30, 2024. There can be no assurance that unrealized capital appreciation and depreciation will be realized in the future, or that any accrued capital gains incentive fee will become payable under the Investment Management Agreement. Incentive fee amounts on capital gains actually paid by the Company will specifically exclude consideration of unrealized capital appreciation, consistent with requirements under the Investment Advisers Act of 1940 (the “Advisers Act”) and the Investment Management Agreement.

The Company bears all expenses incurred in connection with its business, including fees and expenses of outside contracted services, such as custodian, administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any other transaction costs associated with the purchase and sale of investments.

4. Debt

On December 11, 2020, the Company issued to each of 110 separate investors an unsecured promissory note with a principal amount of $1,000, at par. The Company pays interest on the unpaid principal amount of the notes at a rate of 12.00% per annum payable semi-annually in arrears. The notes mature on December 31, 2050.

31

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

4. Debt (Continued)

On June 18, 2021, the Company entered into a three-year revolving line of credit with Sumitomo Mitsui Banking Corporation as administrative agent, lead arranger and as a lender, with a capacity of up to $75.0 million, secured by the unfunded equity commitments of the Company’s investors (the “Capital Call Facility”). On June 15, 2023, the Capital Call Facility was amended to extend its maturity from June 16, 2023 to June 16, 2024 and to reduce the capacity from $75.0 million to $40.0 million. Prior to the amendment, interest on the Capital Call Facility accrued at a rate equal to LIBOR plus 1.95% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 0.95%, the Federal Funds Rate plus 1.45%, or one-month LIBOR plus 1.95%, whichever was highest. Effective June 15, 2023, interest on the Capital Call Facility accrues at a rate equal to SOFR plus 2.25% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 1.25%, or the Federal Funds Rate plus 1.45%, or one-month SOFR plus 2.25%, whichever is highest. Commitment fees on the Capital Call Facility accrue at a rate of 0.25% per annum when the undrawn amount of the commitment is less than 50%, and 0.30% per annum when the unused portion is equal to or greater than fifty percent (50%).

Total expenses related to debt included the following:

	Six Months Ended June 30,
	2024		2023
Interest expense	$	787,629	$	1,394,671
Amortization of deferred debt issuance costs		71,178		149,562
Commitment fees		20,957		34,850
Total	$	879,764	$	1,579,083

At June 30, 2024, there was no debt outstanding under the Capital Call Facility after the final paydown and termination effective June 14, 2024. At December 31, 2023, there was $19.5 million of debt outstanding under the Capital Call Facility, with a weighted-average interest rate, excluding fees of 7.31%. Outstanding debt is carried at amortized cost in the Statements of Assets and Liabilities. As of June 30, 2024 and December 31, 2023, the estimated fair value of the outstanding debt approximated their carrying values.

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk

The Company conducts business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the Boston area.

In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers, and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Company enters into contracts that contain a variety of indemnifications and is engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.

32

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk (Continued)

The Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at June 30, 2024 and December 31, 2023 as follows:

		Unfunded Balances
Issuer	Maturity	June 30, 2024		December 31, 2023
2-10 Holdco, Inc.	3/26/2026	$	95,345	$	95,345
Accordion Partners LLC	8/31/2028		151,091		711,007
Accuserve Solutions, Inc.	3/15/2030		334,887	N/A
Alcami Corporation	12/21/2028		128,322		208,524
Alphasense, Inc.	6/27/2029		538,525	N/A
Alera Group, Inc.	10/2/2028	N/A			85,332
Alpine Acquisition Corp II (48Forty)	11/30/2026		53,205		106,411
AmeriLife Holdings, LLC	8/31/2029		273,736		365,529
Appriss Health, LLC (PatientPing)	5/6/2027		64,673		76,086
Aras Corporation	4/13/2027		93,448		16,252
Avalara, Inc.	10/19/2028		454,858		454,858
Backoffice Associates Holdings, LLC (Syniti)	4/30/2026		65,187		65,187
Bluefin Holding, LLC (Allvue)	9/12/2030		405,340		405,340
Bonterra LLC (fka CyberGrants Holdings, LLC)	9/8/2027		95,352		175,648
CBI-Gator Acquisition, LLC	10/25/2027		6,270		56,430
Cherry Bekaert Advisory, LLC	6/30/2028		604,094		604,094
Civic Plus, LLC	8/25/2027		92,051		60,754
Clever Devices Ltd.	6/12/2030		215,686	N/A
Community Merger Sub Debt LLC (CINC Systems)	1/18/2030		214,286	N/A
CrewLine Buyer, Inc. (New Relic)	11/8/2030		369,286		369,286
CSG Buyer, Inc. (Core States)	3/31/2028		213,032		639,097
Disco Parent, Inc. (Duck Creek Technologies)	3/30/2029		224,240		224,240
E-Discovery AcquireCo, LLC (Reveal)	8/29/2029		376,388		376,388
Emerald Technologies (U.S.) AcquisitionCo, Inc.	12/29/2026		113,556		72,985
ESO Solutions, Inc.	5/3/2027		48,912		97,824
Foreside Financial Group, LLC	9/1/2027		78,786		103,156
Fusion Holding Corp. (Finalsite)	9/15/2027		255,659		340,879
Fusion Risk Management, Inc.	5/22/2029		421,160		421,160
GTY Technology Holdings Inc.	7/9/2029		1,119,261		1,593,914
Huckabee Acquisition, LLC (MOREgroup)	1/16/2030		258,065	N/A
ICIMS, Inc.	8/18/2028		1,220,405		1,282,316
Integrate.com, Inc. (Infinity Data, Inc.)	12/17/2027		7,528		7,528
Integrity Marketing Acquisition, LLC	8/19/2026		2,880,792		2,880,792
Intercept Bidco, Inc.	6/3/2030		277,778	N/A
Kaseya, Inc.	6/25/2029		345,463		356,002
Kid Distro Holdings, LLC	10/1/2027		74,263		74,263
Lightspeed Solutions, LLC	3/1/2028	N/A			609,564
LJ Avalon Holdings, LLC (Ardurra)	2/1/2030		311,668		311,668
Madison Logic Holdings, Inc.	12/30/2027		157,087		157,087
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	8/23/2027		42,014		176,902
Oak Purchaser, Inc. (DaySmart)	4/28/2028		86,669		116,136
Oranje Holdco, Inc. (KnowBe4)	2/1/2029		181,355		181,355
Oversight Systems, Inc.	9/24/2026		28,967		28,967
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	11/1/2027		99,374		257,714
PHC Buyer, LLC (Patriot Home Care)	5/4/2028	N/A			476,394
PMA Parent Holdings, LLC	1/31/2031		564,581	N/A
Sailpoint Technologies Holdings, Inc.	8/16/2028		132,507		132,507
SellerX Germany GmbH (Germany)	5/23/2026		540,918		540,918
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	3/31/2027		197,187	N/A
Serrano Parent, LLC (Sumo Logic)	5/13/2030		388,509		388,509
Showtime Acquisition, L.L.C. (World Choice)	8/7/2028		190,701		343,261
Smarsh, Inc.	2/19/2029		308,394		367,136
Supergoop, LLC	12/28/2028		108,103		124,734
Thunder Purchaser, Inc. (Vector Solutions)	6/30/2027		38,843		83,820
Titan Home Improvement, LLC (Renuity)	5/31/2030		255,814	N/A
Trintech, Inc.	7/25/2029		196,336		196,336
Vortex Finance Sub, LLC	9/4/2029		392,452		453,132
Wealth Enhancement Group, LLC	10/4/2027		166,364		608,464
Wharf Street Rating Acquisition LLC (KBRA)	12/10/2027		265,685		265,685
Zendesk Inc.	11/22/2028		1,038,830		1,038,830
Zilliant Incorporated	12/21/2027		222,222		222,222
Total Unfunded Balances		$	18,085,510	$	19,407,968

33

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

6. Other Related Party Transactions

The Company, the Advisor and affiliates may be considered related parties. From time to time, the Advisor advances payments to third parties on behalf of the Company and receives reimbursement from the Company. At June 30, 2024 and December 31, 2023, amounts reimbursable to the Advisor totaled $0.1 million and $0.1 million respectively, as reflected in the Statements of Assets and Liabilities.

Pursuant to an administration agreement between the Administrator and the Company (the “Administration Agreement”), the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company, as well as costs and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the Administrator or its affiliates to the Company. For the six months ended June 30, 2024 and 2023, $0.2 million and $0.2 million of such costs were allocated to the Company and subject to reimbursement pursuant to the Administration Agreement, respectively.

7. Stockholders’ Equity and Dividends

As of June 30, 2024, the Company had received $301.0 million of equity commitments to purchase shares of the Company's common stock. As of June 30, 2024, $280.9 million (93.3% of total commitments) had been called. During the six months ended June 30, 2024, the Company issued 3,328,790 shares, with an average purchase price of $10.54 per share, and par value of $0.001 per share.

Dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year. The following table summarizes the Company's dividends declared and paid for the six months ended June 30, 2024 and 2023.

Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
May 1, 2024	June 14, 2024	June 28, 2024	Regular	$	0.23	$	6,327,144
				$	0.23	$	6,327,144

Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
April 25, 2023	June 16, 2023	June 30, 2023	Regular	$	0.27	$	5,491,790
				$	0.27	$	5,491,790

8. Subsequent Events

On August 1, 2024, the Company’s Board of Directors declared a third quarter dividend in the amount of $6,135,467, payable on September 30, 2024 to stockholders of record as of the close of business on September 16, 2024.

34

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

9. Financial Highlights

The financial highlights below show the Company's results of operations for the six months ended June 30, 2024 and 2023.

	For the Six Months Ended June 30,
	2024			2023
Per Common Share
Per share NAV at beginning of period	$	10.06		$	10.03
Investment operations: (1)
Net investment income		0.52			0.51
Net realized and unrealized gain (loss)		(0.25	)		(0.04	)
Total from investment operations		0.27			0.47
Dividends to common shareholders		(0.23	)		(0.27	)
Per share NAV at end of period	$	10.10		$	10.23
Total return based on net asset value: (2)		2.7	%		4.7	%
Shares outstanding at end of period		27,081,900			20,837,830
Ratios to average net asset value: (3)
Net investment income		10.8	%		11.0	%
Expenses before incentive fee (4)		2.3	%		3.3	%
Expenses and incentive fee (5)		3.1	%		4.7	%
Ending net asset value	$	273,458,587		$	213,137,545
Portfolio turnover rate		4.5	%		3.1	%
Weighted-average debt outstanding	$	20,423,187		$	41,366,906
Weighted-average interest rate on debt		7.8	%		7.0	%
Weighted-average number of shares of common stock		24,064,041			18,577,106
Weighted-average debt per share	$	0.85		$	2.23

(1)

Per share changes in net asset value are computed based on the actual number of shares outstanding during the time such activity occurred.

(2)

Not annualized for periods less than one year. Total return based on net asset value equals the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share at the beginning of the period.

(3)

Annualized for periods less than one year except for incentive fees and other certain non-recurring expenses.

(4)

Includes interest and other debt costs.

(5)

Includes incentive fees and all Company expenses including interest and other debt costs.

35

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2024

10. Senior Securities

Information about the Company's senior securities is shown in the following table as of the end of each of the last three fiscal years and the period ended June 30, 2024.

Class and Year	Total Amount Outstanding (1)		Asset Coverage Per Unit (2)		Involuntary Liquidating Preference Per Unit (3)		Average Market Value Per Unit (4)
Unsecured Notes
As of June 30, 2024 (Unaudited)	$	110,000	$	2,486,989		—	N/A
Fiscal Year 2023		110,000		13,133		—	N/A
Fiscal Year 2022		110,000		5,642		—	N/A
Fiscal Year 2021		110,000		4,904		—	N/A
Capital Call Facility
As of June 30, 2024 (Unaudited)		—		—		—	N/A
Fiscal Year 2023		19,500,000		13,207		—	N/A
Fiscal Year 2022		37,500,000		5,642		—	N/A
Fiscal Year 2021		22,000,000		4,928		—	N/A

(1)

Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. The asset coverage ratio with respect to indebtedness is multiplied by $1,000 to determine the Asset Coverage Per Unit.

(3)

The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

(4)

The Company's senior securities are not registered for public trading.

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BlackRock Direct Lending Corp.

Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

June 30, 2024

Investment	Acquisition Date
Elevate Brands Holdco, Inc., Warrants to Purchase Common Shares	3/14/2022
Elevate Brands Holdco, Inc., Warrants to Purchase Preferred New Super Senior Shares	3/14/2022
Grey Orange International Inc., Warrants to Purchase Common Stock	5/6/2022
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series A1 Shares	2/28/2024
Razor US LP, Class A Preferred Units	2/28/2024
Razor US LP, Common Units	2/28/2024
Razor Group GmbH (Germany), Warrants to Purchase Series C Shares	12/23/2022
MXP Prime Platform GmbH (SellerX) (Germany), Warrants to Purchase Common Stock	11/23/2021
SuCo Investors, LP (Suited Connector), Warrants to Purchase Class A Units	3/6/2023
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock	2/11/2021
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series E Stock	8/27/2021
Worldremit Group Limited (United Kingdom), Series X Shares	6/24/2024

37

BlackRock Direct Lending Corp.

Schedule of Restricted Securities of Unaffiliated Issuers

December 31, 2023

Investment	Acquisition Date
Elevate Brands Holdco, Inc., Warrants to Purchase Common Shares	3/14/2022
Elevate Brands Holdco, Inc., Warrants to Purchase Preferred New Super Senior Shares	3/14/2022
Grey Orange International Inc., Warrants to Purchase Common Stock	5/6/2022
MXP Prime Platform GmbH (SellerX) (Germany), Warrants to Purchase Common Stock	11/23/2021
PerchHQ, LLC, Warrants to Purchase Common Stock	9/30/2022
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series A1 Shares	4/28/2021
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series C Shares	12/23/2022
SuCo Investors, LP (Suited Connector), Warrants to Purchase Class A Units	3/6/2023
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock	2/11/2021
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series E Stock	8/27/2021

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with our unaudited financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or financial condition of BlackRock Direct Lending Corp. (the “Company,” “we,” “us” or “our”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

•

our, or our portfolio companies’, future business, operations, operating results or prospects;

•

the return or impact of current and future investments;

•

the impact of a protracted decline in the liquidity of credit markets on our business;

•

the impact of fluctuations in interest rates on our business;

•

the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies;

•

our contractual arrangements and relationships with third parties;

•

the general economy and its impact on the industries in which we invest;

•

the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;

•

our expected financings and investments;

•

the adequacy of our financing resources and working capital;

•

the ability of our investment advisor to locate suitable investments for us and to monitor and administer our investments;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the timing, form and amount of any dividend distributions; and

•

our ability to maintain our qualification as a RIC and as a business development company.

We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

The Company is a Delaware corporation formed on October 12, 2020 and is an externally managed, closed-end, non-diversified management investment company. We have elected to be regulated as a BDC under the 1940 Act. Our investment objective is to achieve high risk-adjusted returns produced primarily from current income generated by investing primarily in senior secured corporate debt instruments. We seek to achieve our investment objective through investments in privately-originated, performing senior secured debt primarily in North America-based companies with target enterprise values between $100 million and $1.5 billion. Performing debt is debt that at the time of investment is not defaulted or, in the view of the Advisor, distressed. The Company targets positions in first lien, second lien and unitranche debt, with a preference for floating-rate debt, which the Advisor believes provides flexibility to adapt to changing market conditions. The Company may invest in securities of any maturity and credit quality. Our investment activities will benefit from what we believe are the competitive advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, middle-market companies.

The Company has elected to be treated as a RIC for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Code, for each

39

year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934 Act, as amended, (the "Exchange Act"), public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. Government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of June 30, 2024, 88.8% of our total assets were invested in qualifying assets.

Revenues

We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment related income.

Expenses

The Company is responsible for paying the compensation of the Advisor. In addition, the Company is generally responsible for all operating expenses of the Company, and shall pay, and shall reimburse the Advisor or the Administrator and their respective affiliates for, all fees, costs, expenses, liabilities and obligations of the Company relating or attributable to:

•

our organization;

•

calculating our net asset value (including the cost and expenses of any independent valuation firms);

•

interest payable on debt, if any, incurred to finance our investments;

•

the base management fee and any incentive fee;

•

dividends and distributions on our shares of common stock;

•

administration fees payable under the administration agreement;

•

fees payable to third parties relating to, or associated with, making investments;

•

transfer agent and custodial fees;

•

registration fees;

•

taxes;

•

director fees and expenses;

•

costs of preparing and filing reports or other documents with the SEC;

•

costs of any reports, proxy statements or other notices to our stockholders, including printing costs;

•

our fidelity bond;

•

directors and officers/errors and omissions liability insurance, and any other insurance premiums;

•

indemnification payments;

40

•

direct costs and expenses of administration, including audit and legal costs; and

•

all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of overhead under the administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective staffs.

The investment management agreement provides that the base management fee be calculated at an annual rate of 0.90% of our total assets (excluding cash and cash equivalents) on the last day of each preceding calendar quarter and is payable quarterly in arrears. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. No base management fee is payable for the period from the date of the initial drawdown purchase through the end of the first calendar quarter after the initial drawdown purchase. Subsequently, the base management fee is calculated based on the value of our total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The base management fee for any partial quarter is appropriately prorated.

Additionally, the investment management agreement provides that the Advisor or its affiliates may be entitled to incentive fee under certain circumstances. According to the terms of such agreement, the incentive fee equals the sum of (i) 12.5% of all net investment income and (ii) 12.5% of all net realized capital gains (net of any net unrealized capital depreciation) less net investment income incentive fee and capital gains incentive fee previously paid. However, incentive fee will only be paid to the extent the cumulative total return of the Company after incentive fee and including such payment would equal or exceed a 6% annual return on daily weighted-average contributed common equity. The determination of incentive fee is subject to limitations under the 1940 Act and the Advisers Act.

Critical accounting policies and estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements.

Valuation of portfolio investments

Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted by the Advisor to seek to ensure compliance with the requirements of the Rules.

We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee") and approved by the Board of Directors. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our documented valuation policies and procedures reviewed and approved by the Valuation Committee. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. Examples of these events could include

41

cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread.

The valuation process approved by the Valuation Designee with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:

•

The investment professionals of the Valuation Designee provide recent portfolio company financial statements and other reporting materials to independent valuation firms approved by Valuation Committee.

•

Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Valuation Designee.

•

The fair value of smaller investments comprising in the aggregate less than 5% of our total capitalization may be determined by the Valuation Designee in good faith in accordance with our valuation policy without the employment of an independent valuation firm.

•

The Valuation Designee determines the fair value of the remainder of investments in our portfolio in good faith based on
the input of the Valuation Committee and the respective independent valuation firms.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing one or more methodologies, including the market approach, the income approach, or in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Valuation Designee may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values.

When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.

Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into the three broad levels as follows:

Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets.

Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.

Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

As of June 30, 2024, none of our investments were categorized as Level 1, 1.9% were categorized as Level 2 and 98.1% were Level 3 investments valued based on valuations by independent third-party sources.

As of December 31, 2023, none of our investments were categorized as Level 1, 3.7% were categorized as Level 2 and 96.3% were Level 3 investments valued based on valuations by independent third-party sources.

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

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Revenue recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

Debt investments are generally placed on non-accrual status when it is probable that principal or interest will not be collected according to the contractual terms. When a debt investment is placed on non-accrual status, accrued and unpaid interest (including any accrued PIK interest) is generally reversed, and discount accretion or premium amortization is discontinued. The Company does not reverse previously capitalized PIK income. Payments received on non-accrual investments may be recognized as income or applied to principal depending upon the Company’s judgment regarding collectability of the outstanding principal and interest. Non-accrual investments are restored to accrual status if past due principal and interest are paid or, in the Company’s judgement, the repayment of the remaining contractual principal and interest is expected. The Company may opt not to place a distressed debt investment on non-accrual status if principal and interest are secured through sufficient collateral value and are in the process of collection through legal actions or other efforts that are expected to result in repayment of principal and interest.

Net realized gains or losses and net change in unrealized appreciation or depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Portfolio and investment activity

During the three months ended June 30, 2024, we invested approximately $12.9 million, comprised of investments in 6 new and 5 existing portfolio companies. Of these investments, $12.9 million, or 99.8% of total acquisitions, were in senior secured loans. The remaining $0.0 million, or 0.2% of total acquisitions, was comprised of one new equity investment. Additionally, we received approximately $10.0 million in proceeds from sales or repayments of investments during the three months ended June 30, 2024.

During the three months ended June 30, 2023, we invested approximately $11.7 million, comprised of investments in 2 new and 3 existing portfolio companies. Of these investments, $11.7 million, or 100.0% of total acquisitions, were in senior secured loans. Additionally, we received approximately $5.9 million in proceeds from sales or repayments of investments during the three months ended June 30, 2023.

During the six months ended June 30, 2024, we invested approximately $21.9 million, comprised of investments in 11 new and 8 existing portfolio companies. Of these investments, $19.2 million, or 87.6% of total acquisitions, were in senior secured loans. The remaining $2.7 million, or 12.4% of total acquisitions, was comprised of two new equity investments. Additionally, we received approximately $11.7 million in proceeds from sales or repayments of investments during the six months ended June 30, 2024.

During the six months ended June 30, 2023, we invested approximately $27.9 million, comprised of investments in 9 new and 7 existing portfolio companies. Of these investments, $27.9 million, or 100.0% of total acquisitions, were in senior secured loans. Additionally, we received approximately $7.0 million in proceeds from sales or repayments of investments during the six months ended June 30, 2023.

At June 30, 2024, our investment portfolio of $258.9 million (at fair value) consisted of 116 portfolio companies and was invested 99.5% in senior secured loans and 0.5% in equity investments. Our average portfolio company investment at fair value was approximately $2.2 million. Our largest portfolio company investment by value was approximately 2.3% of our portfolio and our five largest portfolio company investments by value comprised approximately 9.8% of our portfolio at June 30, 2024.

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At December 31, 2023, our investment portfolio of $253.9 million (at fair value) consisted of 109 portfolio companies and was invested 99.9% in senior secured loans and 0.1% in equity investments. Our average portfolio company investment at fair value was approximately $2.3 million. Our largest portfolio company investment by value was approximately 2.3% of our portfolio and our five largest portfolio company investments by value comprised approximately 9.8% of our portfolio at December 31, 2023.

The industry composition of our portfolio at fair value at June 30, 2024 was as follows:

Industry	Percent of Total Investments
Software		23.5	%
Diversified Financial Services		11.4	%
Internet Software & Services		9.1	%
Professional Services		7.3	%
IT Services		6.7	%
Diversified Consumer Services		4.5	%
Insurance		4.1	%
Construction & Engineering		2.8	%
Media		2.5	%
Health Care Providers & Services		2.5	%
Paper & Forest Products		2.3	%
Real Estate Management & Development		2.1	%
Health Care Technology		2.1	%
Road & Rail		1.9	%
Consumer Finance		1.8	%
Wireless Telecommunication Services		1.8	%
Capital Markets		1.5	%
Commercial Services & Supplies		1.5	%
Pharmaceuticals		1.4	%
Construction Materials		1.2	%
Specialty Retail		1.2	%
Hotels, Restaurants & Leisure		1.1	%
Other		5.7	%
Total		100.0	%

The weighted average effective yield of our debt and total portfolio was 13.0% at June 30, 2024 and 13.3% at December 31, 2023, excluding non-accrual loans. At June 30, 2024, 98.1% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 1.9% of debt investments bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 95.6% at June 30, 2024. Debt investments in five portfolio companies were on non-accrual status as of June 30, 2024, representing 2.3% of the portfolio at fair value and 5.4% at cost. At December 31, 2023, 99.6% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 0.4% of debt investments bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 97.0% at December 31, 2023. One debt investment in the portfolio was on non-accrual status as of December 31, 2023, representing 0.7% of the portfolio at fair value and 1.0% at cost.

Results of operations

Investment income

Investment income totaled $8.4 million and $8.0 million, respectively, for the three months ended June 30, 2024 and 2023, of which $8.4 million and $8.0 million were attributable to interest and fees on our debt investments, as well as PIK income, and $0.0 million and $0.0 million to other income, as well as $0.0 million and $0.0 million to dividend income, respectively. The increase in investment income in the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily reflects the increase in portfolio size and an increase in interest income due to the rise in SOFR rates.

Investment income totaled $17.1 million and $15.1 million, respectively, for the six months ended June 30, 2024 and 2023, of which $17.1 million and $15.1 million were attributable to interest and fees on our debt investments, as well as PIK income, and $0.0 million and $0.0 million to other income, as well as $0.0 million and $0.0 million to dividend income, respectively. The increase in investment income in the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily reflects the increase in portfolio size and an increase in interest income due to the rise in SOFR rates.

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Expenses

Total operating expenses for the three months ended June 30, 2024 and 2023 were $2.3 million and $4.4 million, respectively, comprised of $0.9 million and $2.8 million in incentive fees earned, $0.6 million and $0.5 million in management fees, $0.4 million and $0.7 million in interest and other debt expenses, $0.1 million and $0.1 million in professional fees, $0.1 million and $0.1 million in administrative expenses, and $0.2 million and $0.2 million in other expenses, respectively. The decrease in expenses in the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily reflects the impact of incentive fees as well as the decrease in debt related expenses due to the wind-down, maturity, and subsequent termination of the Capital Call Facility.

Total operating expenses for the six months ended June 30, 2024 and 2023 were $4.7 million and $5.9 million, respectively, comprised of $1.8 million and $2.8 million in incentive fees earned, $1.2 million and $1.0 million in management fees, $0.9 million and $1.6 million in interest and other debt expenses, $0.3 million and $0.1 million in professional fees, $0.2 million and $0.2 million in administrative expenses, and $0.3 million and $0.2 million in other expenses, respectively. The decrease in expenses in the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily reflects the impact of incentive fees as well as the decrease in debt related expenses due to the wind-down, maturity, and subsequent termination of the Capital Call Facility.

Net investment income (loss)

Net investment income was $6.1 million and $3.6 million respectively, for the three months ended June 30, 2024 and 2023. The increase in net investment income reflects higher investment income and lower operating expenses during the three months ended June 30, 2024 compared to the three months ended June 30, 2023.

Net investment income was $12.5 million and $9.1 million respectively, for the six months ended June 30, 2024 and 2023. The increase in net investment income reflects higher investment income and lower operating expenses during the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Net realized and unrealized gain or loss

Net realized gain (loss) for the three months ended June 30, 2024 and 2023 was $0.0 million and $0.0 million, respectively.

Net realized gain (loss) for the six months ended June 30, 2024 and 2023 was $0.0 million and $(0.0) million, respectively.

For the three months ended June 30, 2024 and 2023, the change in net unrealized appreciation (depreciation) was $(4.6) million and $0.1 million, respectively. The change in net unrealized appreciation (depreciation) for the three months ended June 30, 2024 was primarily driven by $(2.4) million in unrealized depreciation on SellerX, $(0.8) million in unrealized depreciation on INH Buyer, Inc. (IMS Health), and $(0.5) million in unrealized depreciation in HomeRenew Buyer, Inc. (Renuity), partially offset by $0.2 million in unrealized appreciation from our investment in e-Discovery AcquireCo, LLC. The change in net unrealized appreciation (depreciation) for the three months ended June 30, 2023 was primarily driven by a $0.2 million unrealized gain from our investment in JP Intermediate (Juice Plus) and $0.2 million in unrealized gains from our investment in Avalara Inc., offset by $(0.5) million in unrealized losses from our investment in Astra Acquisition Corporation and $(0.3) million in unrealized losses from our investment in Magenta Buyer (McAfee).

For the six months ended June 30, 2024 and 2023, the change in net unrealized appreciation (depreciation) was $(6.8) million and $(0.7) million, respectively. The change in net unrealized appreciation (depreciation) for the six months ended June 30, 2024 was primarily driven by $(2.5) million in unrealized depreciation on SellerX, and $(1.1) million in unrealized depreciation in INH Buyer, Inc. (IMS Health), and $(1.0) million in unrealized depreciation on Razor Group, and $(1.1) million in unrealized depreciation in Astra Acquisition Corp., and $(0.9) million in unrealized depreciation in HomeRenew Buyer, Inc. (Renuity), partially offset by $0.2 million in unrealized appreciation from our investment in e-Discovery AcquireCo, LLC (Reveal). The change in net unrealized appreciation (depreciation) for the six months ended June 30, 2023 was primarily driven by a $1.0 million in unrealized losses from our investment in Astra Acquisition Corporation and $0.5 million unrealized losses from our investment in Magenta Buyer (McAfee), partially offset by $0.1 million in unrealized gains from our investment in iCIMS, Inc. and $0.2 in unrealized gains from our investment in Avalara Inc..

Incentive compensation

Incentive fees for the three and six months ended June 30, 2024 were $0.9 million and $1.8 million, respectively, and were payable due to our performance exceeding the cumulative total return threshold. In addition, we did not accrue any reserves for incentive fees on capital gains based on a hypothetical liquidation basis in accordance with GAAP for the three and six months ended June 30, 2024.

Incentive fees for the three and six months ended June 30, 2023 were each $2.8 million, and were payable due to our performance exceeding the cumulative total return threshold. In addition, we did not accrue any reserves for incentive fees on capital gains based on a hypothetical liquidation basis in accordance with GAAP for the three and six months ended June 30, 2023.

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Income tax expense, including excise tax

The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is incurred at year end as such amounts are known. No excise tax was incurred nor paid in the six months ended June 30, 2024. Excise tax of $1,809 was incurred in the six months ended June 30, 2023.

Net increase (decrease) in net assets resulting from operations

The net increase in net assets applicable to common stockholders resulting from operations was $1.6 million and $3.7 million respectively, for the three months ended June 30, 2024 and 2023.

The net increase in net assets applicable to common stockholders resulting from operations was $5.7 million and $8.4 million respectively, for the six months ended June 30, 2024 and 2023

Liquidity and capital resources

Our liquidity and capital resources are expected to be generated primarily through the initial private placement of shares of the Company's common stock and cash flows from operations, including investments sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, payments to service our debt and other general corporate purposes.

The following table summarizes the total shares issued and proceeds received in connection with the Company’s private placement for the six months ended June 30, 2024 and 2023.

	Six Months Ended June 30,
	2024		2023
Shares Issued		3,328,790		3,378,254
Average Price Per Share	$	10.54	$	10.39
Proceeds (1)	$	35,085,444	$	35,085,445

(1)

Net of offering costs of $31,222 and $32,222, respectively for the six months ended June 30, 2024 and 2023.

On June 18, 2021, the Company entered into the Capital Call Facility with Sumitomo Mitsui Banking Corporation as administrative agent, lead arranger and as a lender, secured by the unfunded equity commitments of the Company’s investors. On June 15, 2023, the Capital Call Facility was amended to extend its maturity from June 16, 2023 to June 16, 2024 and to reduce the capacity from $75.0 million to $40.0 million. Prior to the amendment, interest on the Capital Call Facility accrued at a rate equal to LIBOR plus 1.95% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 0.95%, the Federal Funds Rate plus 1.45%, or one-month LIBOR plus 1.95%, whichever was highest. Effective June 16, 2023, interest on the Capital Call Facility accrues at a rate equal to SOFR plus 2.25% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 1.25%, or the Federal Funds Rate plus 1.45%, or one-month SOFR plus 2.25%, whichever is highest. Commitment fees on the Capital Call Facility accrue at a rate of 0.25% per annum when the undrawn amount of the commitment is less than 50%, and 0.30% per annum when the unused portion is equal to or greater than 50%. At June 30, 2024, the Capital Call Facility was fully paid off and terminated upon its maturity on June 16, 2024.

Total debt outstanding as of June 30, 2024 included unsecured promissory notes with a principal amount of $110,000, at a rate of 12% per annum, and a maturity date of December 31, 2050.

Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a BDC to have a ratio of total outstanding indebtedness to common equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage

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requirement. The Company does not currently intend to seek approval for the modified asset coverage ratio election set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. As of June 30, 2024, the Company’s asset coverage ratio was 248,699%.

Net cash used in operating activities during the six months ended June 30, 2024 was $0.7 million, consisting primarily of the settlement of acquisitions of investments (net of dispositions) of $11.3 million, offset by net investment income (net of non-cash income and expenses) of approximately $10.6 million.

Net cash provided by financing activities during the six months ended June 30, 2024 was $9.3 million, consisting $35.1 million proceeds from shares of common stock sold, offset by $19.5 million credit facility repayments (net of draws) and $6.3 million in dividends paid to shareholders.

At June 30, 2024 we had $12.9 million in cash and cash equivalents.

Contractual obligations

We have entered into several contracts under which we have future commitments. Pursuant to an investment management agreement, the Advisor manages our day-to-day operations and provides investment advisory services to us. Payments under the investment management agreement are equal to a percentage of the value of our total assets (excluding cash and cash equivalents) and an incentive fee, plus reimbursement of certain expenses incurred by the Advisor. Under our administration agreement, the Administrator provides us with administrative services, facilities and personnel. Payments under the administration agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us, and may include rent and our allocable portion of the cost of certain of our officers and their respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. The Company may terminate each of the Investment Management Agreement and Administration Agreement without penalty upon not less than 60 days’ written notice to the other party and the Advisor and the Administrator may terminate the Investment Management Agreement or Administration Agreement, as applicable, without penalty upon not less than 120 days’ written notice to the other party.

Distributions

Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.

The following tables summarize dividends declared for the six months ended June 30, 2024 and 2023. Tax characteristics of any distributions are reported to stockholders on Form 1099-DIV or Form 1042-S after the end of the calendar year.

Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
May 1, 2024	June 14, 2024	June 28, 2024	Regular	$	0.23	$	6,327,144
				$	0.23	$	6,327,144

Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
April 25, 2023	June 16, 2023	June 30, 2023	Regular	$	0.27	$	5,491,790
				$	0.27	$	5,491,790

We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized

47

net long-term capital losses, if any, out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of:

•

98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;

•

98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and

•

certain undistributed amounts from previous years on which we paid no U.S. federal income tax.

We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax.

In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to pay a large portion of a dividend in shares of our common stock instead of in cash. As long as a sufficient portion of such dividend is paid in cash (which portion can generally be as low as 20%) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes.

Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

The Company has entered into an investment management agreement with the Advisor.

•

The Administrator provides us with administrative services necessary to conduct our day-to-day operations. For providing these services, facilities and personnel, the Administrator may be reimbursed by us for expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our officers and the Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we are required to provide such assistance. The Administrator is an affiliate of the Advisor.

•

We have entered into a royalty-free license agreement with BlackRock and the Advisor, pursuant to which each of BlackRock and the Advisor has agreed to grant us a non-exclusive, royalty-free license to use the name "BlackRock".

The Advisor and its affiliates, employees and associates currently do and in the future may manage other funds and accounts. The Advisor and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisor will allocate investment opportunities pro rata among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co-investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other funds or accounts do. If the Advisor is unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the Advisor may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, we may face conflict of interests and investments made pursuant to the exemptive order conditions which could

48

in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by us.

Recent Developments

On August 1, 2024, the Company’s Board of Directors declared a third quarter dividend in the amount of $6,135,467, payable on September 30, 2024 to stockholders of record as of the close of business on September 16, 2024.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. At June 30, 2024, 98.1% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At June 30, 2024, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 95.6%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. 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. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Based on our Statement of Assets and Liabilities as of June 30, 2024, the following table shows the annual impact on net investment income (excluding the related incentive fee impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments and the fact that our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure:

Basis Point Change	Net Investment Income			Net Investment Income Per Share
Up 300 basis points	$	8,042,219		$	0.30
Up 200 basis points		5,361,480			0.20
Up 100 basis points		2,680,740			0.10
Down 100 basis points		(2,680,740	)		(0.10	)
Down 200 basis points		(5,361,480	)		(0.20	)
Down 300 basis points		(8,042,219	)		(0.30	)

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of the period covered by this report, we, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Internal Control over Financial Reporting

There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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Part II – Other Information

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, as of June 30, 2024, we are currently not a party to any pending material legal proceedings.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed below and the risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect our business, financial condition and/or operating results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

We are dependent upon senior management personnel of the Advisor for our future success; if the Advisor is unable to retain qualified personnel or if the Advisor loses any member of its senior management team, our ability to achieve our investment objective could be significantly harmed.

The success of the Company is highly dependent on the financial and managerial expertise of the Advisor. The loss of one or more of the voting members of the Investment Committee could have a material adverse effect on the performance of the Company. Although the Advisor and the voting members of the Investment Committee devote a significant amount of their respective efforts to the Company, they actively manage investments for other clients and are not required to (and will not) devote all of their time to the Company’s affairs. In addition, in connection with the acquisition of TCP (a wholly-owned subsidiary of the Advisor) by BlackRock in August 2018, certain senior members of the Advisor's investment team and other key advisory personnel were granted retention bonuses. As the last of such retention bonuses have recently been paid, there may be less economic incentive for certain senior investment team members and certain other key personnel to remain with the Advisor than in prior periods. Certain members of the Advisor's investment team that received such bonuses have left the firm. The loss of key members of the Advisor’s investment team, or a material portion of other key advisory personnel, could have a material adverse effect on the performance of the Company if the Advisor were unable to replace such persons in a timely manner.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

Number	Description
3.1	Certificate of Incorporation(1)
3.2	By-Laws(1)
4.1	Form of Subscription Agreement(2)
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S. C. 1350)*
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema 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 (embedded within the Inline XBRL document)

* Filed herewith.

(1)

Incorporated by reference to the Company’s Registration Statement on Form 10 (File No. 000-56231) filed on December 10, 2020 and incorporated herein by reference.

(2)

Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56231) filed on January 25, 2021 and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

BlackRock Direct Lending Corp.

Date: August 8, 2024	By:	/s/ Rajneesh Vig
	Name:	Rajneesh Vig
	Title:	Chief Executive Officer
Date: August 8, 2024	By:	/s/ Erik L. Cuellar
	Name:	Erik L. Cuellar
	Title:	Chief Financial Officer

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