Onex Falcon Direct Lending BDC Fund 8-K/A Regulation FD Disclosure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 18, 2024

Onex Direct Lending BDC Fund

(Exact name of Registrant as specified in its charter)

Delaware	814-01405	86-3687484
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

930 Sylvan Avenue Englewood Cliffs, NJ	07632
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (201) 541-2121

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

EXPLANATORY NOTE

This Amendment to Form 8-K (this “Form 8-K/A”) to our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2024 (the “Original Form 8-K”) is being filed solely to amend and restate Item 7.01 of the Original Form 8-K to correct a typographical error. Except as set forth herein, no modifications have been made to the information contained in the Original Form 8-K.

Item 7.01. Regulation FD Disclosure.

Portfolio and Business Commentary

(All figures as of September 30, 2024, unless otherwise noted)

For the quarter ended September 30, 2024, the Company’s net asset value (“NAV”) per share was $23.42, down 2.3% from $23.98 as of June 30, 2024. The Company’s year-to-date return through September 30, 2024 was 4.92%. The Company’s annualized distribution rate is 11.3% as of September 30, 2024.¹

As of September 30, 2024, the Company’s portfolio was $503.4 million based on fair market value across 41 portfolio companies and 17 industries. The Company’s unfunded commitments was $25.9 million at September 30, 2024. Given our focus on lower middle market borrowers and our conservative structuring approach, our portfolio remained defensively positioned with 99% first lien debt investments and 99% floating rate debt investments based on fair market value. As of September 30, 2024, there were two investments placed on non-accrual status.

We continue to operate around the low end of our target leverage ratio of 0.9x to 1.0x net debt to equity and remain focused on optimizing our funding sources and liquidity. As of September 30, 2024, the Company’s net leverage ratio was 1.0x². As of September 30, 2024, the Company had remaining facility sizes totaling $79.0 million.³

Since inception and as of September 30, 2024, the Company has closed on 55 portfolio investments totaling over $818 million of commitments at the time of original closing. At the time of original closing for these 55 borrowers, the weighted average senior leverage was approximately 4.5 times, the loan-to-value ratio was approximately 39%, and the weighted average spread over reference rate to the London Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (“SOFR”), and Canadian Dollar Offered Rate (“CDOR”) was 635 bps. As of September 30, 2024, there were 41 active borrowers, 31 of which are considered platform investments in the portfolio, with total outstanding commitments, including unfunded loan commitments, of approximately $548.2 million.

^1. The annualized distribution rate is calculated by multiplying the current quarter’s (Q3 2024) regular distribution per share by four and dividing the result by the prior quarter’s (Q2 2024) ending NAV per share. If the calculation was based on the current quarter’s ending NAV per share, the annualized distribution rate would be 11.6% as of September 2024.

^2. Net leverage ratio is defined as debt outstanding less cash and cash equivalents, divided by net assets.

^3. Includes borrowing facility sizes of $340.0 million under our SPV facility and $80.0 million under our revolving Onex loan.

The information disclosed under this Item 7.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ONEX DIRECT LENDING BDC FUND
Date: October 23, 2024	By:	/s/ Albert Siu
	Name:	Albert Siu
	Title:	Chief Financial Officer and Chief Accounting Officer