Investcorp US Institutional Private Credit Fund 10-Q 2024 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2023

OR

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

COMMISSION FILE NUMBER: 814-01608

Investcorp US Institutional Private Credit Fund

(Exact Name of Registrant as Specified in Its Charter)

Delaware	88-1960243
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

280 Park Avenue

39th Floor

New York, NY 10017

(Address of Principal Executive Offices) (Zip Code)

(212) 257-5199

(Registrant’s Telephone Number, Including Area Code)

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 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 ☒

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

The number of shares of the issuer’s Common Shares of Beneficial Interest, $0.01 par value per share, outstanding as of November 13, 2023 was 2,522,659.

Part I. Financial Information
Item 1.	Consolidated Statements of Assets and Liabilities as of September 30, 2023 (unaudited) and June 30, 2023	1
	Consolidated Statements of Operations for the three months ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	2
	Consolidated Statements of Changes in Net Assets for the three months ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	3
	Consolidated Statement of Cash Flows for the three months ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	4
	Consolidated Schedule of Investments as of September 30, 2023 (unaudited)	5
	Consolidated Schedule of Investments as of June 30, 2023	7
	Notes to the Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
Part II. Other Information
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits and Financial Statement Schedules	38
SIGNATURES		39

Investcorp US Institutional Private Credit Fund and Subsidiary

Consolidated Statements of Assets and Liabilities

	September 30, 2023 (Unaudited)			June 30, 2023
Assets
Non-controlled/non-affiliate company investments, at fair value    (amortized cost of $61,951,885 and $52,962,014, respectively)	$	61,532,614		$	52,519,115
Cash		1,416,251			748,015
Cash, restricted		8,094,460			6,032,333
Interest receivable		558,809			673,524
Receivable for investments sold		—			3,018,318
Principal receivable		175,050			123,640
Due from Adviser		—			370,977
Deferred offering costs		90,567			133,458
Prepaid expenses		65,783			101,494
Other receivables		13,125			13,125
Total assets		71,946,659			63,733,999
Liabilities
Debt:
Revolving credit facility		7,000,000			7,000,000
Deferred debt issuance costs		(460,553	)		(501,704	)
Debt, net		6,539,447			6,498,296
Dividend payable		882,931			1,538,822
Base management fees payable		185,493			92,203
Income-based incentive fees payable		105,748			—
Interest expense payable		146,015			115,625
Accrued organizational and offering expenses		109,199			109,199
Payable for investments purchased		14,585,650			5,804,792
Trustees' fees payable		23,000			23,000
Accounts payable and accrued expenses		445,178			532,962
Total liabilities		23,022,661			14,714,899
Commitments and contingencies (See Note 6)
Net Assets:
Common shares of beneficial interest, par value $0.01 per share, unlimited shares    authorized, 2,522,659 and 2,522,659 shares issued and outstanding, respectively	$	25,227		$	25,227
Paid-in-capital in excess of par value		49,726,694			49,726,694
Total distributable earnings (loss)		(827,923	)		(732,821	)
Total net assets	$	48,923,998		$	49,019,100
Total liabilities and net assets	$	71,946,659		$	63,733,999
Net asset value per share	$	19.39		$	19.43

See notes to unaudited consolidated financial statements.

1

Investcorp US Institutional Private Credit Fund and Subsidiary

Consolidated Statements of Operations (Unaudited)

	For the three months ended September 30,
	2023		2022
Income:
Non-controlled/non-affiliated company investments:
Interest income	$	1,598,761	$	526,094
Payment in-kind interest income		13,100		—
Other fee income		57,289		—
Total investment income		1,669,150		526,094
Interest from cash and cash equivalents		70,339		-
Total income		1,739,489		526,094
Expenses:
Professional fees		151,437		192,050
Organizational expenses		—		143,737
Custodian and administrator fees		185,203		61,886
Trustees’ fees		20,500		—
Insurance expense		40,522		20,900
Interest expense		216,269		11,718
Base management fees		93,290		—
Income-based incentive fees		105,748		—
Amortization of deferred debt issuance costs		41,151		6,217
Offering expense		42,891		—
General and administrative expenses		78,277		845
Total expenses		975,288		437,353
Net investment income (loss)		764,201		88,741
Net realized and unrealized gain (loss) on investments:
Net change in unrealized appreciation (depreciation) on    non-controlled/non-affiliate company investments		23,628		64,913
Total net realized and unrealized gain (loss) on investments		23,628		64,913
Net increase (decrease) in net assets resulting from operations	$	787,829	$	153,654
Per share data:
Net investment income (loss) per share - basic and diluted	$	0.30	$	0.07
Net increase (decrease) in net assets resulting from operations    per share - basic and diluted	$	0.31	$	0.12
Weighted average common shares outstanding - basic and diluted		2,522,659		1,250,000

See notes to unaudited consolidated financial statements.

2

Investcorp US Institutional Private Credit Fund and Subsidiary

Consolidated Statements of Changes in Net Assets (Unaudited)

	For the three months ended September 30,
	2023			2022
Net assets at beginning of period	$	49,019,100			24,835,853
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)		764,201			88,741
Net realized gain (loss) on investments		—			—
Net change in unrealized appreciation (depreciation) on investments		23,628			64,913
Net increase (decrease) in net assets resulting from operations		787,829			153,654
Stockholder distributions:
Distributions from net investment income		(882,931	)		—
Net decrease in net assets resulting from stockholder distributions		(882,931	)		—
Net increase (decrease) in net assets		(95,102	)		153,654
Net assets at end of period	$	48,923,998		$	24,989,507

See notes to unaudited consolidated financial statements.

3

Investcorp US Institutional Private Credit Fund and Subsidiary

Consolidated Statement of Cash Flows (Unaudited)

	For the three months ended September 30,
	2023			2022
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	787,829		$	153,654
Adjustments to reconcile net increase (decrease) in net assets resulting from    operations to net cash provided by (used in) operating activities:
Purchase of investments		(12,954,206	)		(19,164,925	)
Proceeds from principal repayments of investments and sales of investments		4,121,001			74,057
Amortization of premium/accretion of discount, net		(156,666	)		(14,477	)
Amortization of deferred debt issuance costs		41,151			6,217
Net change in unrealized (appreciation) depreciation on investments		(23,628	)		(64,913	)
Net (increase) decrease in operating assets:
Interest receivable		114,715			(177,449	)
Receivable for investments sold		3,018,318			(4,839	)
Principal receivable		(51,410	)		—
Due from Adviser		370,977			—
Deferred offering costs		42,891			(16,506	)
Prepaid expenses		35,711			(37,800	)
Other receivables		—			(13,124	)
Net increase (decrease) in operating liabilities:
Base management fees payable		93,290			—
Income-based incentive fees payable		105,748			—
Interest expense payable		30,390			11,718
Accrued organizational and offering expenses		—			140,743
Payable for investments purchased		8,780,858			1,118,117
Trustees' fees payable		—			—
Accounts payable and accrued expenses		(87,784	)		54,386
Net cash (used in) provided by operating activities		4,269,185			(17,935,141	)
Cash flows from financing activities:
Proceeds from borrowing on revolving financing facility		—			2,400,000
Distributions to stockholders		(1,538,822	)		—
Payment for deferred debt issuance costs		—			(118,125	)
Net cash provided by (used in) financing activities		(1,538,822	)		2,281,875
Net change in Cash		2,730,363			(15,653,266	)
Cash and restricted cash, beginning of period (1)		6,780,348			19,127,704
Cash and restricted cash, end of period (2)	$	9,510,711		$	3,474,438
Supplemental and non-cash financing cash flow information:
Cash paid for interest	$	185,879		$	—

(1)

Represents $748,015 and $6,032,333 of unrestricted and restricted cash, respectively, as of June 30, 2023 and $19,127,704 of unrestricted cash as of June 30, 2022.

(2)

Represents $1,416,251 and $8,094,460 of unrestricted and restricted cash, respectively, as of September 30, 2023 and $3,474,438 of unrestricted cash as of September 30, 2022.

See notes to unaudited consolidated financial statements.

4

Investcorp US Institutional Private Credit Fund and Subsidiary

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

Investments (1) (2) (3) (7)	Industry	Interest Rate (13)	Initial Acquisition Date	Maturity Date	Principal Amount/ Shares		Amortized Cost		Fair Value			% of Net Assets
First Lien Term Loan
Aadvantage Loyalty IP Ltd.(4)	Consumer Services	3M L + 4.75% (0.75% Floor)	8/10/2023	4/20/2028	$	2,500,000	$	2,593,750	$	2,575,000			5.3	%
Alphia Inc.(4)	Consumer Goods	3M S + 6.00% (0.00% Floor)	7/13/2023	3/5/2027		1,267,364		1,267,364		1,267,364			2.6	%
AMCP Clean Acquisition Company, LLC(4)	Hotels, Restaurants, and Leisure	3M S + 4.25% (0.00% Floor)	3/17/2023	7/10/2025		3,973,914		3,599,864		3,695,740			7.6	%
Amerequip, LLC(4)(10)	Machinery	6M S + 7.40% (1.00% Floor)	9/1/2022	8/31/2027		2,636,129		2,130,177		2,173,781			4.4	%
American Auto Auction Group, LLC.(4)	Automotive Retail	3M S + 5.00% (1.00% Floor)	4/12/2023	12/30/2027		2,984,810		2,747,878		2,835,570			5.8	%
American Nuts Holdings, LLC - Term Loan A(4)(5)(8)	Consumer Staples Distribution & Retail	3M S + 6.75% + 1.00% PIK (1.00% Floor)	7/1/2022	4/10/2026		1,414,875		1,401,849		1,047,326			2.1	%
American Nuts Holdings, LLC - Term Loan B(4)(5)(8)	Consumer Staples Distribution & Retail	3M S + 8.75% + 1.00% PIK (1.00% Floor)	7/1/2022	4/10/2026		1,414,875		1,401,467		1,046,689			2.1	%
Archer Systems, LLC(4)(10)	Professional Services	3M S + 6.00% (1.00% Floor)	8/11/2022	8/11/2027		2,609,107		2,286,780		2,330,595			4.8	%
Axiom Global Inc.(4)	Consumer Services	3M S + 4.75% (0.75% Floor)	9/12/2023	10/1/2026		2,244,171		2,211,755		2,212,079			4.5	%
BAART Programs, Inc.(4)	Health Care Providers & Services	3M S + 5.00% (1.00% Floor)	4/24/2023	6/11/2027		2,395,613		2,345,613		2,371,657			4.8	%
Bioplan USA, Inc. - Priority Term Loan(4)	Containers & Packaging	3M S + 10.00% (4.00% Floor)	4/5/2023	3/8/2027		2,804,317		2,994,934		3,000,619			6.1	%
Congruex Group LLC(4)	Construction & Engineering	3M S + 5.75% (0.75% Floor)	9/27/2023	5/3/2029		1,994,949		1,965,025		1,968,766			4.0	%
Crafty Apes LLC(4)(11)	Entertainment	1M S + 7.06% (1.00% Floor)	10/28/2022	11/1/2024		2,500,000		2,496,562		2,375,000			4.9	%
Empire Office Inc.(4)	Trading Companies & Distributors	1M L + 6.75% (1.50% Floor)	8/17/2022	4/12/2024		2,802,632		2,788,464		2,802,632			5.7	%
Evergreen North America Acquisitions, LLC(4)	Machinery	3M S + 6.75% (1.00% Floor)	7/26/2022	8/13/2026		1,782,397		1,755,379		1,764,573			3.6	%
Evergreen North America Acquisitions, LLC - Revolver(4)(10)	Machinery	3M S + 6.75% (1.00% Floor)	7/26/2022	8/13/2026		194,868		81,673		83,599			0.2	%
Flatworld Intermediate Corporation(4)(10)	IT Services	3M S + 6.50% (1.00% Floor)	10/3/2022	10/1/2027		2,819,595		2,204,988		2,139,426			4.4	%
Fleetpride, Inc.(4)	Trading Companies & Distributors	3M S + 4.50% (0.50% Floor)	9/27/2023	9/29/2028		2,500,000		2,471,250		2,500,000			5.1	%
Klein Hersh, LLC(4)(12)	Professional Services	1M S + 3.00% (0.50% Floor)	6/22/2022	4/27/2027		337,153		302,551		327,881			0.7	%
Kronos Acquisition Holdings, Inc.(4)	Chemicals	3M S + 3.75% (0.50% Floor)	9/21/2023	12/22/2026		1,995,637		1,995,637		1,995,637			4.1	%
LABL, INC.(4)	Containers & Packaging	3M S + 5.00% (0.50% Floor)	4/11/2023	10/30/2028		84,443		2,932,576		2,984,810			6.1	%
LaserAway Intermediate Holdings II, LLC(4)	Diversified Consumer Services	3M S + 5.75% (0.75% Floor)	10/12/2022	10/14/2027		2,969,773		2,920,033		2,969,773			6.1	%
LSF9 Atlantis Holdings, LLC(4)	Specialty Retail	3M S + 7.25% (0.75% Floor)	6/14/2023	3/31/2029		2,000,000		1,970,427		1,960,000			4.0	%
NWN Parent Holdings LLC(4)(10)	IT Services	3M S + 8.00% (1.00% Floor)	3/22/2023	5/7/2026		2,210,501		1,791,555		1,865,397			3.8	%
PVI Holdings, Inc.(4)(6)	Trading Companies & Distributors	3M S + 6.67% (1.00% Floor)	7/29/2022	1/18/2028		1,980,000		1,964,120		1,980,000			4.0	%
Sandvine Corporation(4)(9)	Software	3M S + 4.50% (0.00% Floor)	2/3/2023	10/31/2025		2,958,901		2,851,742		2,781,367			5.7	%
U.S. Hospitality Publishers, Inc.(4)	Communication Services	3M S + 7.00% (0.00% Floor)	8/21/2023	12/18/2025		426,751		416,082		426,751			0.9	%
Work Genius Holdings, Inc.(4)	Professional Services	3M S + 7.50% (1.00% Floor)	6/13/2022	6/7/2027		2,963,077		2,939,701		2,911,223			6.0	%
Xenon Arc, Inc.(4)	Trading Companies & Distributors	3M S + 5.25% (0.75% Floor)	7/18/2022	12/17/2027		2,962,312		2,922,689		2,962,311			6.1	%
Total First Lien Term Loan							$	61,751,885	$	61,355,566			125.5	%
Equity
CF Arch Holdings LLC    (Equity Interest)	Professional Services		8/11/2022			100,000	$	100,000	$	160,000			0.3	%
Flatworld Intermediate    Corporation - Equity	IT Services		10/3/2022			4,405		100,000		17,048			0.0	%
Total Equity							$	200,000	$	177,048			0.3	%
Total							$	61,951,885	$	61,532,614			125.8	%
Liabilities in excess of other assets										(12,608,616	)		(25.8	%)
Net Assets									$	48,923,998			100.0	%

See notes to unaudited consolidated financial statements.

5

Investcorp US Institutional Private Credit Fund and Subsidiary

Consolidated Schedule of Investments - (Continued)

(Unaudited)

September 30, 2023

(1)

The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Unless otherwise indicated, all of the Company’s portfolio company investments are subject to restrictions on sales. As of September 30, 2023, the Company’s portfolio company investments that were subject to restrictions on sales totaled $61,532,614 at fair value and represented 125.8% of the Company’s net assets.

(2)

All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act classifies investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s voting securities and “controlled” when the Company owns more than 25% of the portfolio company’s voting securities. The 1940 Act also classifies investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when the Company owns less than 5% of a portfolio company’s voting securities and “affiliated” when the Company owns 5% or more of a portfolio company’s voting securities.

(3)

All investments were valued at fair value using Level 3 significant unobservable inputs as determined in good faith by the Company’s board of trustees.

(4)

A portion or all is held by the Company indirectly through Investcorp US Institutional Private Credit SPV LLC and pledged as collateral for the revolving credit facility held through Capital One, N.A.

(5)

Principal amount includes capitalized payment-in-kind ("PIK") interest unless otherwise noted.

(6)

The Company has entered into an Agreement Among Lenders with the “first out” lenders whereby the “first out” tranche will receive priority ahead of the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder in certain circumstances. Therefore, the Company receives a higher interest rate than the contractually stated interest rate of Secured Overnight Financing Rate ("SOFR") plus 6.00% subject to a grid (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(7)

All investments are qualifying asset under Section 55(a) of the 1940 Act, unless otherwise indicated. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. Qualified assets are organized under the laws of, and have a principal place of business in, the U.S.

(8)

Classified as non-accrual asset.

(9)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2023, non-qualifying assets represented 3.9% of the Company’s total assets, at fair value. A portfolio company domiciled in Canada. The jurisdiction of the security issuer may be a different country than the domicile of the portfolio company.

(10)

Refer to Note 6 for more detail on the unfunded commitments.

(11)

The Company has entered into an Agreement Amongst Lenders that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of SOFR plus 6.25% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(12)

The Company has entered into an Agreement Amongst Lenders that entitles the Company to the “first out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a lower interest rate than the contractual stated interest rate of SOFR plus 7.50% (Floor 0.50%) per the credit agreement and the Consolidated Schedule of Investments above reflects such lower rate.

(13)

Interest rates as of September 30, 2023:

1M L - 1 month London Interbank Offered Rate (5.43% as of September 30, 2023)

3M L - 3 month London Interbank Offered Rate (5.66% as of September 30, 2023)

6M L - 6 month London Interbank Offered Rate (5.90% as of September 30, 2023)

1M S - 1 month Secured Overnight Financing Rate (5.32% as of September 30, 2023)

3M S - 3 month Secured Overnight Financing Rate (5.40% as of September 30, 2023)

6M S - 6 month Secured Overnight Financing Rate (5.47% as of September 30, 2023)

See notes to unaudited consolidated financial statements.

6

Investcorp US Institutional Private Credit Fund

Consolidated Schedule of Investments

June 30, 2023

Investments (1) (2) (3) (7)	Industry	Interest Rate (11)	Initial Acquisition Date	Maturity Date	Principal Amount/ Shares		Amortized Cost		Fair Value			% of Net Assets
First Lien Term Loan
AMCP Clean Acquisition Company, LLC(4)	Hotels, Restaurants, and Leisure	3M S + 4.25% (0.00% Floor)	3/17/2023	6/16/2025	$	3,984,351	$	3,563,387	$	3,585,916			7.3	%
Amerequip, LLC(4) (10)	Machinery	6M S + 7.40% (1.00% Floor)	9/1/2022	8/31/2027		2,497,258		2,471,606		2,497,258			5.1	%
American Auto Auction Group, LLC.(4)	Automotive Retail	3M S + 5.00% (1.00% Floor)	4/12/2023	12/30/2027		2,992,405		2,744,764		2,738,051			5.6	%
American Nuts Holdings, LLC - Term Loan A(4) (5) (8)	Consumer Staples Distribution & Retail	3M S + 4.75% + 3.00% PIK (1.00% Floor)	7/1/2022	4/10/2026		1,414,875		1,402,908		1,131,900			2.3	%
American Nuts Holdings, LLC - Term Loan B(4) (5) (8)	Consumer Staples Distribution & Retail	3M S + 6.75% + 3.00% PIK (1.00% Floor)	7/1/2022	4/10/2026		1,414,875		1,402,908		1,131,900			2.3	%
Archer Systems, LLC(4) (10)	Professional Services	3M S + 6.00% (1.00% Floor)	8/11/2022	8/11/2027		2,707,123		2,682,299		2,720,659			5.6	%
BAART Programs, Inc.(4)	Health Care Providers & Services	3M L + 5.00% (1.00% Floor)	4/24/2023	6/11/2027		2,402,420		2,349,998		2,348,365			4.8	%
Bioplan USA, Inc. - Priority Term Loan(4)	Containers & Packaging	3M S + 10.00% (4.00% Floor)	4/5/2023	3/8/2027		2,804,317		3,006,511		3,000,619			6.1	%
Crafty Apes LLC(4)	Entertainment	1M S + 7.06% (1.00% Floor)	10/28/2022	11/1/2024		2,500,000		2,496,082		2,387,500			4.9	%
Empire Office Inc.(4)	Trading Companies & Distributors	1M L + 6.75% (1.50% Floor)	8/17/2022	4/12/2024		2,820,116		2,803,276		2,813,066			5.7	%
Evergreen North America Acquisitions, LLC(4)	Machinery	3M L + 6.75% (1.00% Floor)	7/26/2022	8/13/2026		1,786,944		1,758,378		1,760,140			3.6	%
Evergreen North America Acquisitions, LLC - Revolver(4) (10)	Machinery	3M L + 6.75% (1.00% Floor)	7/26/2022	8/13/2026		84,443		81,429		83,176			0.2	%
Flatworld Intermediate Corporation(4) (10)	IT Services	3M S + 6.50% (1.00% Floor)	10/3/2022	10/1/2027		2,420,270		2,368,452		2,359,763			4.8	%
Fusion Connect, Inc. - 2022 Term Loan(4) (5)	IT Services	3M L + 7.50% + 1.00% PIK (1.00% Floor)	5/26/2022	1/18/2027		2,938,273		2,871,710		2,872,162			5.9	%
Klein Hersh, LLC(4)	Professional Services	1M S + 3.00% (0.50% Floor)	6/22/2022	4/27/2027		370,281		329,894		361,024			0.7	%
LABL, INC.(4)	Containers & Packaging	3M S + 5.00% (0.50% Floor)	4/11/2023	10/30/2028		2,992,405		2,940,038		2,940,038			6.0	%
LaserAway Intermediate Holdings II, LLC(4)	Diversified Consumer Services	3M L + 5.75% (0.75% Floor)	10/12/2022	10/14/2027		2,977,330		2,925,412		2,977,330			6.1	%
LSF9 Atlantis Holdings, LLC(4)	Specialty Retail	3M S + 7.25% (0.75% Floor)	6/14/2023	3/31/2029		2,000,000		1,970,000		1,970,000			4.0	%
NWN Parent Holdings LLC(4)	IT Services	3M L + 8.00% (1.00% Floor)	3/22/2023	5/7/2026		1,846,928		1,795,671		1,851,545			3.8	%
NWN Parent Holdings LLC - Revolver(4) (10)	IT Services	3M L + 8.00% (1.00% Floor)	3/22/2023	5/7/2026		121,191		112,844		121,494			0.2	%
PVI Holdings, Inc.(4) (6)	Trading Companies & Distributors	3M S + 5.84% (1.00% Floor)	7/29/2022	7/18/2027		1,985,000		1,968,476		1,985,000			4.0	%
Sandvine Corporation(4) (9)	Software	3M L + 4.50% (0.00% Floor)	1/27/2023	10/31/2025		2,958,901		2,841,627		2,825,750			5.8	%
Work Genius Holdings, Inc.(4)	Professional Services	3M S + 7.50% (1.00% Floor)	6/13/2022	6/7/2027		2,970,577		2,946,554		2,888,887			5.9	%
Xenon Arc, Inc.(4)	Trading Companies & Distributors	6M L + 5.25% (0.75% Floor)	7/18/2022	12/17/2027		2,969,849		2,927,790		2,969,850			6.0	%
Total First Lien Term Loan							$	52,762,014	$	52,321,393			106.7	%
Equity
CF Arch Holdings LLC    (Equity Interest)	Professional Services		8/11/2022			100,000	$	100,000	$	159,000			0.3	%
Flatworld Intermediate    Corporation - Equity	IT Services		10/3/2022			4,405		100,000		38,722			0.1	%
Total Equity							$	200,000	$	197,722			0.4	%
Total							$	52,962,014	$	52,519,115			107.1	%
Liabilities in excess of other assets										(3,500,015	)		(7.1	%)
Net Assets									$	49,019,100			100.0	%

See notes to unaudited consolidated financial statements.

7

Investcorp US Institutional Private Credit Fund

Consolidated Schedule of Investments - (Continued)

June 30, 2023

(1)

The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Unless otherwise indicated, all of the Company’s portfolio company investments are subject to restrictions on sales. As of June 30, 2023, the Company’s portfolio company investments that were subject to restrictions on sales totaled $52,519,115 at fair value and represented 107.5% of the Company’s net assets.

(2)

All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act classifies investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s voting securities and “controlled” when the Company owns more than 25% of the portfolio company’s voting securities. The 1940 Act also classifies investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when the Company owns less than 5% of a portfolio company’s voting securities and “affiliated” when the Company owns 5% or more of a portfolio company’s voting securities.

(3)

All investments were valued at fair value using Level 3 significant unobservable inputs as determined in good faith by the Company’s board of trustees.

(4)

A portion or all is held by the Company indirectly through Investcorp US Institutional Private Credit SPV LLC and pledged as collateral for the revolving credit facility held through Capital One, N.A.

(5)

Principal amount includes capitalized payment-in-kind ("PIK") interest unless otherwise noted.

(6)

The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of SOFR plus 5.75% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(7)

All investments are qualifying asset under Section 55(a) of the 1940 Act, unless otherwise indicated. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. Qualified assets are organized under the laws of, and have a principal place of business in, the U.S.

(8)

Classified as non-accrual asset.

(9)

The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2023, non-qualifying assets represented 4.4% of the Company’s total assets, at fair value. A portfolio company domiciled in Canada. The jurisdiction of the security issuer may be a different country than the domicile of the portfolio company.

(10)

Refer to Note 6 for more detail on the unfunded commitments.

(11)

Interest rates as of June 30, 2023:

1M L - 1 month London Interbank Offered Rate (5.22% as of June 30, 2023)

3M L - 3 month London Interbank Offered Rate (5.55% as of June 30, 2023)

6M L - 6 month London Interbank Offered Rate (6.76% as of June 30, 2023)

1M S - 1 month Secured Overnight Financing Rate (5.14% as of June 30, 2023)

3M S - 3 month Secured Overnight Financing Rate (5.27% as of June 30, 2023)

6M S - 6 month Secured Overnight Financing Rate (5.39% as of June 30, 2023)

8

Investcorp US Institutional Private Credit Fund and Subsidiary

Notes to Consolidated Financial Statements (unaudited)

September 30, 2023

Note 1. Organization

Investcorp US Institutional Private Credit Fund (the “Company”) was formed as a Delaware statutory trust and commenced investment operations on May 26, 2022. The Company is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”) for U.S. federal income tax purposes. The Company is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 946 Financial Services – Investment Companies.

The Company has engaged CM Investment Partners LLC (the “Adviser”) to serve as the investment adviser for the Company, and in such capacity, provide investment management services for the Company. The Company has engaged the Adviser as the administrator of the Company to provide certain administrative services to the Company.

Pursuant to the Investment Advisory Agreement between the Company and the Adviser (“Investment Advisory Agreement”), the Adviser provides services, including but not limited to the following:

•

determining the composition of the Company’s portfolio, the nature and timing of the changes to the Company’s portfolio and the manner of implementing such changes;

•

identifying, evaluating and negotiating the structure of the investments the Company makes;

•

executing, closing, servicing and monitoring the investments the Company makes;

•

determining the securities and other assets that the Company will purchase, retain or sell;

•

performing due diligence on prospective portfolio companies; and

•

providing the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

The Company’s investment objective is to generate current income and capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. The Company invests primarily in the debt of U.S. middle-market companies (typically those with $15.0 million to $75.0 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”)) through first lien, unitranche, second lien, and unsecured debt financing, often with corresponding equity of portfolio companies through warrants. The Company expects that such equity investments will make up less than 1% of the Company’s total assets (measured at the time of investment).

On May 26, 2022, Investcorp Funding Limited, an affiliate of the Adviser, purchased 1,250,000 common shares of beneficial interest (“Shares”) of the Company at $20.00 per Share.

On January 18, 2023, the Company completed a closing of capital commitments (the “Initial Closing”) in its first private offering of Shares to an investor (the “Initial Private Offering”) in reliance on exemptions from the registration requirements of the Securities Act, and other applicable securities laws. In connection with the Initial Closing, the Company issued 1,267,659 Shares to a shareholder for an aggregate purchase price of $25,000,000. On September 30, 2023, the only two shareholders of the Company held 2,517,659 and 5,000 shares, respectively.

As a BDC, the Company is required to comply with certain regulatory requirements. For instance, as a BDC, the Company must not acquire any assets other than “qualifying assets,” as defined in Section 55(a) of the 1940 Act unless, at the time the acquisition is made, at least 70% of total assets are qualifying assets. Qualifying assets generally include investments in “eligible portfolio companies,” which, under the 1940 Act, are generally defined as any issuer that (1) is organized under the laws of, and has its principal place of business, in the United States; (2) is not an investment company (other than a small business investment company wholly-owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and (3) either does not have any class of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange with less than a $250 million market capitalization.

Investcorp US Institutional Private Credit SPV LLC is a wholly owned subsidiary of the Company that was formed as a Delaware limited liability company for the purpose of entering into the senior secured revolving credit facility (the “Capital One Revolving

9

Financing Agreement”) with Capital One, N.A. (“Capital One”). Investcorp US Institutional Private Credit SPV LLC is consolidated in the Company’s consolidated financial statements commencing from the date of its formation.

Note 2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Company.

a. Basis of Presentation

The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying audited financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended June 30, 2023. All values are stated in U.S. dollars, unless noted otherwise. The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the periods included herein as required by U.S. GAAP. These adjustments are normal and recurring in nature.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the fair value of investments and other amounts reported in the consolidated financial statements and accompanying notes. Management believes that the estimates utilized in preparing the Company’s consolidated financial statements are reasonable and prudent. Actual results could differ materially from these estimates. All material inter-company balances and transactions have been eliminated.

As permitted under Regulation S-X and ASC Topic 946, the Company will generally not consolidate its investment in a portfolio company other than an investment company subsidiary or a controlled operating company whose business consists of providing all or substantially all of its services to the Company. Accordingly, the Company consolidates the results of the Company’s wholly-owned subsidiary, Investcorp US Institutional Private Credit SPV LLC, which is a special purpose vehicle used to finance certain investments in its consolidated financial statements. The effects of all material intercompany balances and transactions have been eliminated in consolidation.

b. Revenue Recognition

Our revenue recognition policies are as follows:

Net realized gains (losses) on investments: Gains or losses on the sale of investments are calculated using the specific identification method.

Interest Income: Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Origination, closing, commitment, and amendment fees, purchase and original issue discounts (“OID”) associated with loans to portfolio companies are accreted into interest income over the respective terms of the applicable loans. Accretion of discounts or premiums is calculated by the effective interest or straight-line method, which approximates the effective interest method as of the purchase date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or debt security, any prepayment penalties and unamortized fees and discounts are recorded as interest income and are non-recurring in nature.

Structuring fees and similar fees are recognized as income as earned, usually when received. Structuring fees, excess deal deposits, net profits interests and overriding royalty interests are included in other fee income.

We may hold debt investments in our portfolio that contain a payment-in-kind (“PIK”) interest provision. The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is recorded on the accrual basis to the extent such amounts are expected to be collected.

Non-accrual: Loans are placed on non-accrual status when principal or interest payments are past due 90 days or more or when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment about ultimate collectability of principal. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. PIK interest is not accrued if we do not expect the issuer to be able to pay all principal and interest when due. As of September 30, 2023, we had two investments on non-accrual status, which represented approximately 3.4% of our portfolio at fair value. As of June 30, 2023, we had two investments on non-accrual status, which represented approximately 4.3% of our portfolio at fair value.

10

c. Paid In Capital

The Company records the proceeds from the sale of its common shares of beneficial interest to common shares of beneficial interest and paid-in-capital in excess of par value, net of commissions and marketing support fees.

d. Net Increase in Net Assets Resulting from Operations per Share

The net increase in net assets resulting from operations per share is calculated based upon the weighted average number of shares of beneficial interest outstanding during the reporting period.

e. Distributions

Dividends and distributions to common shareholders are recorded on the ex-dividend date. The amount to be paid out as a dividend or distribution is determined by the Company’s board of trustees (the “Board”) each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are generally distributed annually, although the Company may decide to retain such capital gains for investment.

f. Cash and Restricted Cash

Cash and restricted cash consist of bank demand deposits. The Company deposits its cash in a financial institution and, at times, such balance may be in excess of the Federal Deposit Insurance Corporation insurance limits. All of the Company’s cash deposits are held at what management believes to be large established high credit quality financial institutions and management believes that the risk of loss associated with any uninsured balances is remote. The Company has restrictions on the uses of the cash held by Investcorp US Institutional Private Credit SPV LLC based on the terms of the Capital One Revolving Financing Agreement. For more information on the Company’s financing arrangements and borrowings, see Note 5.

g. Deferred Offering Costs

Deferred offering costs consist of fees and expenses incurred in connection with the offer and sale of the Company’s common shares of beneficial interest, including legal, accounting, printing fees, and other related expenses, as well as costs incurred in connection with the filing of a registration statement. These costs are capitalized when incurred and recognized as a reduction of offering proceeds when the offering is completed.

h. Investment Transactions and Expenses

Purchases of loans, including revolving credit agreements, are recorded on a fully committed basis until the funded and unfunded portions are known or estimable, which in many cases may not be until settlement.

Expenses are accrued as incurred.

Organizational expenses consist principally of legal and accounting fees incurred in connection with the organization of the Company and have been expensed as incurred.

Offering costs are charged to paid-in capital upon sale of shares.

i. Investment Valuation

The Company applies fair value accounting to all of its financial instruments in accordance with ASC Topic 820—Fair Value Measurements and Disclosures (“ASC 820”) and Rule 2a-5 under the 1940 Act. ASC 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC 820, the Company has categorized its investments and financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy as discussed in Note 4. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity specific measure. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date. Fair value is defined as the price that would be received upon a sale of 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 (a) are independent of us, (b) 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

11

and customary), (c) are able to transact for the asset, and (d) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

Securities that are traded on securities exchanges (including such securities traded in the after-hours market) are valued on the basis of the closing price on the valuation date (if such prices are available). Securities that are traded on more than one securities exchange are valued at the closing price on the primary securities exchange on which such securities are traded on the valuation date (or if reported on the consolidated tape, then their last sales price on the consolidated tape). Listed options for which the last sales price falls between the last “bid” and “ask” prices for such options, are valued at their last sales price on the date of the valuation on the primary securities exchange on which such options are traded. Options for which the last sales price on the valuation date does not fall between the last “bid” and “ask” prices are valued at the average of the last “bid” and “ask” prices for such options on that date. To the extent these securities are actively traded, and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. The Company did not hold any Level 1 investments as of September 30, 2023 or June 30, 2023.

Investments that are not traded on securities exchanges but are traded on the over-the-counter (“OTC”) markets (such as term loans, notes and warrants) are valued using various techniques, which may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (when observable) and fundamental data relating to the issuer. These investments are categorized in Level 2 of the fair value hierarchy, or in instances when lower relative weight is placed on transaction prices, quotations, or similar observable inputs, they are categorized in Level 3.

Investments for which market quotations are not readily available or may be considered unreliable are fair valued by the Board of the Company, in good faith, using a method determined to be appropriate in the given circumstances and in accordance with Rule 2a-5 under the 1940 Act. 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 a market approach, an income approach, or both approaches, as appropriate, in addition to an asset approach. 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 we 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. The asset approach uses estimates of the cost to replace an asset’s service capacity.

Observable inputs used in these approaches may include, but are not limited to, interest rate yield curves, credit spreads, recovery rates, comparable company transactions, trading multiples, and volatilities. Unobservable inputs used in these approaches may include, but are not limited to, illiquidity discount, PIK discount, yield, broker quotes, implied volatility, recent funding and intrinsic value. The Board will typically make changes in the valuation method as changes in the underlying company dictates, such as moving from the asset approach to market approach when underlying conditions change at the company. Because of the inherent uncertainty of valuation in these circumstances, the estimated fair values for the aforementioned investments may differ significantly from values that would have been used had a ready and liquid market for such investments existed or from the amounts that might ultimately be realized, and such differences could be material. At September 30, 2023 and June 30, 2023, investments fair valued in good faith based on management developed models represented approximately 100% of all the Company’s investments.

The Adviser seeks to ensure that the Company’s valuation policies and procedures, as approved by the Company’s Board, are consistently applied across all investments of the Company. The valuation process for Level 3 investments is completed on a quarterly basis and is designed to subject the valuation of Level 3 investments to an appropriate level of consistency, oversight and review. The valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Adviser responsible for the portfolio investment. The investment professionals prepare the preliminary valuations based on their evaluation of financial and operating data, company-specific developments, market valuations of comparable securities from the same company or that of comparable companies as well as any other relevant factors including recent purchases and sales that may have occurred preceding quarter-end. Valuation models are typically calibrated upon initial funding, and are re-calibrated as necessary upon subsequent material events (including, but not limited to additional financing activity, changes in comparable companies, and recent trades). The preliminary valuation conclusions are then documented and discussed with senior management of the Adviser. On a periodic basis and at least once annually, independent valuation firm(s) engaged by the Board conduct independent appraisals and review the Adviser’s preliminary valuations and make their own independent assessment. The Audit Committee of the Company’s Board (the “Audit Committee”) then reviews the preliminary valuations of the Adviser and that of the independent valuation firms. The Audit Committee discusses the valuations and makes a recommendation to the Company’s Board regarding the fair value of each investment in good faith based on the input of the Adviser and the independent valuation firm(s). Upon recommendation by the Audit Committee and a review of the valuation

12

materials of the Adviser and the third-party independent valuation firm(s), the Board determines, in good faith, the fair value of each investment.

For more information on the classification of the Company’s investments by major categories, see Note 4.

The fair value of the Company’s assets and liabilities that qualify as financial instruments under U.S. GAAP approximates the carrying amounts presented in the Unaudited Consolidated Statements of Assets and Liabilities.

j. Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the fair value of investments and other amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing the Company’s financial statements are reasonable and prudent. Actual results could differ materially from these estimates.

k. Income Taxes

The Company has elected to be treated as a RIC under the Code beginning with the taxable year ending June 30, 2023. To qualify for tax treatment as a RIC, among other things, the Company is required to timely distribute to its shareholders at least 90% of investment company taxable income, as defined by the Code, for each year. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s investors and will not be reflected in the financial statements of the Company.

As a RIC, the Company will be subject to a 4% U.S. federal excise tax on undistributed earnings unless it distributes each calendar year the sum of (i) 98% of its ordinary income for such calendar year (ii) 98.2% of its net capital gains for the one-year period ending October 31 in that calendar year (iii) any income recognized, but not distributed, in preceding years and on which the Company paid no U.S. federal income tax (the “Excise Tax Avoidance Requirement”). For this purpose, however, any net ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end (or earlier if estimated taxes are paid). The Company, at its discretion, may choose not to distribute all of its taxable income for the calendar year and pay a non-deductible 4% excise tax on this income. If the Company chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to shareholders. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes on estimated excess taxable income as taxable income is earned.

For the three months ended September 30, 2023 and 2022, the Company did not incur any U.S. federal excise tax.

U.S. GAAP requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year. The Company’s policy is to recognize accrued interest and penalties associated with uncertain tax positions as part of the tax provision.

The Company has analyzed such tax positions and has concluded that no unrecognized tax benefits should be recorded for uncertain tax positions for any tax year since inception. Each of the tax years since inception remains subject to examination by taxing authorities. This conclusion may be subject to review and adjustment at a later date based on factors, including but not limited to, ongoing analysis and changes to laws, regulations, and interpretations thereof.

Permanent differences between investment company taxable income and net investment income for financial reporting purposes are reclassified among capital accounts in the financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for U.S. federal income tax purposes. During the year ended June 30, 2023, the Company reclassified for book purposes amounts arising from permanent book/tax differences related to non-deductible offering costs and income distribution made by the Company prior to electing to be regulated as a BDC under the 1940 Act:

	As of June 30, 2023
Additional paid-in capital	$	(248,079	)
Distributable earnings		248,079

13

The tax character of all distributions paid by the Company during the year ended June 30, 2023 were ordinary income.

At June 30, 2023, the components of distributable earnings/(loss) on a tax basis are as follows:

	As of June 30, 2023
Undistributed net investment income	$	(289,922	)
Accumulated capital gains (losses) and other		—
Capital loss carryover		—
Unrealized appreciation (depreciation)		(442,899	)
Distributions payable		—
Distributable earnings (loss)	$	(732,821	)

For U.S. federal income tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. These capital losses can be carried forward for an indefinite period and will retain their character as either short-term or long-term capital losses. As of June 30, 2023, the Company did not have any capital loss carryforwards.

Note 3. Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial statements upon adoption.

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", which was issued to (1) clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The new guidance is effective for interim and annual periods beginning after December 15, 2023. The Company does not anticipate the new standard will have a material impact to the consolidated financial statements and related disclosures.

Note 4. Investments

The Company uses the net proceeds from private placements to invest in portfolio companies in accordance with the Company’s investment objective and strategies and for general corporate purposes. The Company’s investments will be primarily in middle-market companies that have annual revenues of at least $50 million and EBITDA of at least $15 million through first lien, unitranche, second lien, and unsecured debt financing, often with corresponding equity of portfolio companies through warrants. The Company expects that such equity investments will make up less than 1% of the Company’s total assets (measured at the time of investment).

a. Certain Risk Factors

In the ordinary course of business, the Company manages a variety of risks including market risk, liquidity risk and credit risk. The Company identifies, measures and monitors risk through various control mechanisms, including trading limits and diversifying exposures and activities across a variety of instruments, markets and counterparties.

Market risk is the risk of potential adverse changes to the value of financial instruments because of changes in market conditions, including as a result of changes in the credit quality of a particular issuer, credit spreads, interest rates, and other movements and volatility in security prices or commodities. In particular, the Company may invest in issuers that are experiencing or have experienced financial or business difficulties (including difficulties resulting from the initiation or prospect of significant litigation or bankruptcy proceedings), which involves significant risks. The Company manages its exposure to market risk through the use of risk management strategies and various analytical monitoring techniques.

With respect to liquidity risk, the Company’s assets may, at any time, include securities and other financial instruments or obligations that are illiquid or thinly traded, making the purchase or sale of such securities and financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.

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Credit risk is the potential loss the Company may incur from a failure of an issuer to make payments according to the terms of a contract. The Company is subject to credit risk because of its strategy of investing in the debt of leveraged companies. The Company’s exposure to credit risk on its investments is limited to the fair value of the investments.

b. Investments

Investment purchases, sales and principal payments/paydowns are summarized below for the three months ended September 30, 2023 and September 30, 2022. These purchase and sale amounts exclude derivative instruments as well as non-cash restructurings.

	Three months ended September 30,
	2023		2022
Investment purchases, at cost (including PIK interest)	$	12,954,206	$	19,164,925
Investment sales and payments/paydowns		4,121,001		74,057

The composition of the Company’s investments as of September 30, 2023 as a percentage of the total portfolio, at amortized cost and fair value are as follows:

	Investment at Amortized Cost		Percentage			Investments at Fair Value		Percentage
Senior Secured First Lien Debt Investments	$	61,751,885		99.7	%	$	61,355,566		99.7	%
Equity, Warrants and Other Investments		200,000		0.3			177,048		0.3
Total	$	61,951,885		100.0	%	$	61,532,614		100.0	%

The composition of the Company’s investments as of June 30, 2023 as a percentage of the total portfolio, at amortized cost and fair value are as follows:

	Investment at Amortized Cost		Percentage			Investments at Fair Value		Percentage
Senior Secured First Lien Debt Investments	$	52,762,014		99.6	%	$	52,321,393		99.6	%
Equity, Warrants and Other Investments		200,000		0.4			197,722		0.4
Total	$	52,962,014		100.0	%	$	52,519,115		100.0	%

The following table shows the portfolio composition by industry grouping at fair value at September 30, 2023:

Industry Classification	Investments at Fair Value		Percentage of Total Portfolio
Trading Companies & Distributors	$	10,244,944		16.64	%
Containers & Packaging		5,985,429		9.73
Professional Services		5,729,699		9.31
Consumer Services		4,787,079		7.78
Machinery		4,021,952		6.54
IT Services		4,021,871		6.54
Hotels, Restaurants, and Leisure		3,695,740		6.01
Diversified Consumer Services		2,969,773		4.83
Automotive Retail		2,835,570		4.61
Software		2,781,367		4.52
Entertainment		2,375,000		3.86
Health Care Providers & Services		2,371,657		3.85
Consumer Staples Distribution & Retail		2,094,015		3.40
Chemicals		1,995,637		3.24
Construction & Engineering		1,968,766		3.20
Specialty Retail		1,960,000		3.19
Consumer Goods		1,267,364		2.06
Communication Services		426,751		0.69
Total	$	61,532,614		100.00	%

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The following table shows the portfolio composition by industry grouping at fair value at June 30, 2023:

Industry Classification	Investments at Fair Value		Percentage of Total Portfolio
Trading Companies & Distributors	$	7,767,915		14.79	%
IT Services		7,243,687		13.79
Professional Services		6,129,569		11.67
Containers & Packaging		5,940,657		11.31
Machinery		4,340,574		8.27
Hotels, Restaurants, and Leisure		3,585,916		6.83
Diversified Consumer Services		2,977,330		5.67
Software		2,825,751		5.38
Automotive Retail		2,738,051		5.21
Entertainment		2,387,500		4.55
Health Care Providers & Services		2,348,366		4.47
Consumer Staples Distribution & Retail		2,263,800		4.31
Specialty Retail		1,970,000		3.75
Total	$	52,519,115		100.00	%

The following table shows the portfolio composition by geographic grouping at fair value at September 30, 2023:

Geographic Region	Investments at Fair Value		Percentage of Total Portfolio
U.S. Northeast	$	15,439,226		25.10	%
U.S. West		13,690,606		22.25
U.S. Southwest		11,785,423		19.15
U.S. Midwest		8,421,592		13.69
U.S. Southeast		7,202,321		11.70
International		2,781,367		4.52
U.S. Mid-Atlantic		2,212,079		3.59
Total	$	61,532,614		100.00	%

The following table shows the portfolio composition by geographic grouping at fair value at June 30, 2023:

Geographic Region	Investments at Fair Value		Percentage of Total Portfolio
U.S. Northeast	$	18,694,782		35.61	%
U.S. West		11,796,896		22.46
U.S. Southwest		7,071,340		13.46
U.S. Southeast		6,693,051		12.74
U.S. Midwest		5,437,296		10.35
International		2,825,750		5.38
Total	$	52,519,115		100.00	%

The Company’s investment objective is to generate current income and capital appreciation by targeting investment opportunities with favorable risk-adjusted returns and will invest in directly originated and highly negotiated transactions with a primary focus on the debt of middle-market companies in the United States. During the three months ended September 30, 2023, the Company made investments in new portfolio companies of approximately $13.0 million to which it was not previously contractually committed to provide financial support, while there were no add-on investments made in existing portfolio companies. During the year ended June 30, 2023, the Company made investments in new and existing portfolio companies of approximately $50.9 million and $1.1 million, respectively, to which it was not previously contractually committed to provide financial support. The details of the Company’s investments have been disclosed on the Consolidated Schedule of Investments.

c. Fair Value Measurements

ASC 820 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a framework for measuring fair value and a valuation hierarchy that prioritizes the inputs used in the valuation of an asset or liability based upon their transparency. The valuation hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority

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to unobservable inputs (Level 3). Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assets and liabilities measured at fair value have been classified in the following three categories:

Level 1	valuation is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2	valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as (a) quoted prices for similar assets or liabilities in active markets; (b) quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly; (c) inputs other than quoted prices that are observable for the asset or liability; or (d) inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3	valuation is based on unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. However, the fair value measurement objective remains the same, that is, an exit price from the perspective of a market participant that holds the asset or owes the liability. Therefore, unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Unobservable inputs are developed based on the best information available under the circumstances, which might include the Company’s own data. The Company’s own data used to develop unobservable inputs is adjusted if information is reasonably available without undue cost and effort that indicates that market participants would use different assumptions.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of the market and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

Estimates of fair value for cash and restricted cash are measured using observable, quoted market prices, or Level 1 inputs. All other fair value significant estimates are measured using unobservable inputs, or Level 3 inputs.

The following table summarizes the classifications within the fair value hierarchy of the Company’s assets and liabilities measured at fair value as of September 30, 2023:

	Level 1		Level 2		Level 3		Total
Assets
Investments
Senior Secured First Lien Debt Investments	$	—	$	—	$	61,355,566	$	61,355,566
Equity, Warrants and Other Investments		—		—		177,048		177,048
Total Investments	$	—	$	—	$	61,532,614	$	61,532,614

The following table summarizes the classifications within the fair value hierarchy of the Company’s assets and liabilities measured at fair value as of June 30, 2023:

	Level 1		Level 2		Level 3		Total
Assets
Investments
Senior Secured First Lien Debt Investments	$	—	$	—	$	52,321,393	$	52,321,393
Equity, Warrants and Other Investments		—		—		197,722		197,722
Total Investments	$	—	$	—	$	52,519,115	$	52,519,115

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

	Senior Secured First Lien Debt Investments			Equity, Warrants and Other Investments			Total Investments
Fair value at June 30, 2023	$	52,321,393		$	197,722		$	52,519,115
Purchases (including PIK interest)		12,954,206			—			12,954,206
Sales		(4,121,001	)		—			(4,121,001	)
Amortization		156,666			—			156,666
Net realized gains (losses)		—			—			—
Transfers in		—			—			—
Transfers out		—			—			—
Net change in unrealized appreciation (depreciation)		44,302			(20,674	)		23,628
Fair value at September 30, 2023	$	61,355,566		$	177,048		$	61,532,614
Change in unrealized appreciation (depreciation) relating to    assets still held as of September 30, 2023	$	44,754			(20,674	)	$	24,080

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

	Senior Secured First Lien Debt Investments			Equity, Warrants and Other Investments		Total Investments
Fair value at June 30, 2022	$	8,226,703		$	—	$	8,226,703
Purchases (including PIK interest)		19,064,926			100,000		19,164,926
Sales		(74,057	)		—		(74,057	)
Amortization		14,477			—		14,477
Net realized gains (losses)		—			—		—
Transfers in		—			—		—
Transfers out		—			—		—
Net change in unrealized appreciation (depreciation)		64,913			—		64,913
Fair value at September 30, 2022	$	27,296,962		$	100,000	$	27,396,962
Change in unrealized appreciation (depreciation) relating to    assets still held as of September 30, 2022	$	64,913			—	$	64,913

Transfers into Level 3 during or at the end of the reporting period are reported under Level 1 or Level 2 as of the beginning of the period. Transfers out of Level 3 during or at the end of the reporting period are reported under Level 3 as of the beginning of the period. Changes in unrealized gains (losses) relating to Level 3 instruments are included in "Net change in unrealized appreciation (depreciation) on non- controlled/non-affiliate company investments" on the Consolidated Statement of Operations.

During the three months ended September 30, 2023, the Company did not transfer any investments between Levels 1 and 2 and 3.

The following tables present the ranges of significant unobservable inputs used to value the Company’s Level 3 investments as of September 30, 2023 and June 30, 2023. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. For example, the highest PIK discount presented in the table for senior secured notes is appropriate for valuing a specific investment but may not be appropriate for valuing any other investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 investments. In addition to the techniques and inputs noted in the table below, according to our valuation policy, we may also use other valuation techniques and methodologies when determining our fair value measurements. The below tables are not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they relate to the Company’s determination of fair values.

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	Fair Value as of September 30, 2023		Valuation Methodology	Unobservable Input(s)	Weighted Average	Range
Senior Secured First Lien    Debt Investments	$	43,331,143	Income Approach	Market Yields	13.5%	9.9% -18.1%
Senior Secured First Lien    Debt Investments		2,094,016	Market Comparable Approach	EBITDA multiple	5.2x	5.2x
Senior Secured First Lien    Debt Investments		15,930,407	Recent Transaction	Recent Transaction	N/A	N/A
Equity, Warrants, and    Other Investments		177,048	Market Comparable Approach	EBITDA multiple	10.8x	4.7x-11.4x
Total	$	61,532,614

	Fair Value as of June 30, 2023		Valuation Methodology	Unobservable Input(s)	Weighted Average	Range
Senior Secured First Lien    Debt Investments	$	33,649,472	Income Approach	Market Yields	12.8%	10.1% -16.1%
Senior Secured First Lien    Debt Investments		2,263,801	Market Comparable Approach	EBITDA multiple	14.3x	14.3x
Senior Secured First Lien    Debt Investments		16,408,120	Recent Transaction	Recent Transaction	N/A	N/A
Equity, Warrants, and    Other Investments		197,722	Market Comparable Approach	EBITDA multiple	10.2x	5.2x-11.4x
Total	$	52,519,115

Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. Significant increases in illiquidity discounts, PIK discounts and market yields would result in significantly lower fair value measurements. Significant increases in implied volatility would result in significantly higher fair value measurements.

Note 5. Borrowings

On September 9, 2022, the Company, through Investcorp US Institutional Private Credit SPV LLC, its wholly-owned subsidiary, entered into the 1.5 year, $25 million Capital One Revolving Financing Agreement with Capital One, which is secured by collateral consisting primarily of loans in the Company’s investment portfolio. On September 29, 2022, the Company amended the Capital One Revolving Financing Agreement to reduce the size of the Capital One Revolving Financing Agreement to $22.5 million. On June 14, 2023, the Company amended the Capital One Revolving Financing Agreement to increase the size of the Capital One Revolving Financing from $22.5 million to $40.0 million and extend the maturity date to June 14, 2028 (the “Maturity Date”). The Capital One Revolving Financing Agreement features a one-year reinvestment period and a six-month amortization period. Effective June 14, 2023, borrowings under the Capital One Revolving Financing Agreement generally bear interest at a rate per annum equal to SOFR plus 3.25%, so long as no event of default has occurred (as defined in the Capital One Revolving Financing Agreement). The default interest rate will be equal to the interest rate then in effect plus 2.00%.

The Capital One Revolving Financing Agreement required the payment of an upfront fee of 0.50% of the available borrowings under the Capital One Revolving Financing Agreement at the closing and requires the payment of an unused fee of 0.75% annually for any undrawn amounts of the Capital One Revolving Financing Agreement. Borrowings under the Capital One Revolving Financing Agreement are based on a borrowing base. The Capital One Revolving Financing Agreement generally requires payment of interest and fees on a quarterly basis. All outstanding principal is due on the Maturity Date. The Capital One Revolving Financing Agreement also requires mandatory prepayment of interest and principal upon certain events.

As of both September 30, 2023 and June 30, 2023, there were $7.0 million in borrowings outstanding and $33.0 million was available under the Capital One Revolving Financing Agreement.

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For the quarter ended September 30, 2023, the weighted average outstanding debt balance and the weighted average stated interest rate under the Capital One Revolving Financing, in aggregate was $7.0 million and 8.56%, respectively. For the quarter ended September 30, 2022, the weighted average outstanding debt balance and the weighted average stated interest rate under the Capital One Revolving Financing, in aggregate was $26,089 and 0.07%, respectively, due to the facility having a balance only on the last day of the quarter.

The fair value of the Company’s borrowing is estimated based on the rate at which similar facilities would be priced. At September 30, 2023, the fair value of the Company’s total borrowings was estimated at $7 million under the Capital One Revolving Financing, which the Company concluded was a Level 3 fair value. At June 30, 2023, the fair value of the Company’s total borrowings was estimated at $7.0 million under the Capital One Revolving Financing, which the Company concluded was a Level 3 fair value.

Long-Term Debt Maturities

Set forth below is the aggregate principal amount of our long-term debt as of September 30, 2023 (excluding unamortized premiums, net, unamortized debt issuance costs and note payable) maturing during the following years:

2024	$	—
2025		—
2026		—
2027		—
2028		7,000,000
Total long-term debt	$	7,000,000

Note 6. Indemnification, Guarantees, Commitments and Contingencies

In the normal course of business, the Company enters into contracts which provide a variety of representations and warranties, and that provide general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.

The Company’s Board declared the following distributions during the three months ended September, 2023:

Declared	Ex-Date	Record Date	Pay Date	Amount
September 14, 2023	October 11, 2023	October 12, 2023	November 2, 2023	$	0.350

Loans purchased by the Company may include revolving credit agreements or other financing commitments obligating the Company to advance additional amounts on demand.

The following table details the Company’s unfunded commitments to portfolio companies as of September 30, 2023:

Investments	Unfunded Commitment		Fair Value		Annual Non-use Fee			Expiration Date
Amerequip, LLC - Revolver	$	483,871	$	—		0.50	%	8/31/2027
Archer Systems, LLC - Revolver		301,587		—		0.50	%	8/11/2027
Evergreen North America Acquisitions, LLC - Revolver		110,425		—		0.50	%	8/13/2026
Flatworld Intermediate Corporation - Revolver		567,568		—		0.50	%	10/1/2027
NWN Parent Holdings LLC - Revolver		363,573		—		0.50	%	5/7/2026
	$	1,827,024	$	—

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The following table details the Company’s unfunded commitments to portfolio companies as of June 30, 2023:

Investments	Unfunded Commitment		Fair Value		Annual Non-use Fee			Expiration Date
Flatworld Intermediate Corporation - Revolver		567,568	$	—		0.50	%	10/1/2027
Amerequip, LLC – Revolver		483,871		—		0.50	%	8/31/2027
Archer Systems, LLC - Revolver		301,587		—		0.50	%	8/11/2027
Evergreen North America Acquisitions, LLC - Revolver		110,425		—		0.50	%	8/13/2026
NWN Parent Holdings LLC - Revolver		242,382		—		0.50	%	5/7/2026
	$	1,705,833	$	—

Note 7. Related Party Transactions

Investment Advisory Agreement

The Company is party to the Investment Advisory Agreement with the Adviser. Under the Investment Advisory Agreement, the Company pays the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a base management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”). For the three months ended September 30, 2023, $93,290 in Management Fees were earned by the Adviser. No fees were earned by the Advisor for the three months ended September 30, 2022. As of September 30, 2023 and June 30, 2023, $185,493 and $92,203 of such fees, respectively, were payable.

The Management Fee is payable quarterly in arrears. The Management Fee is payable at an annual rate of 0.75% of the average value of the weighted average (based on the number of shares outstanding each day in the quarter) of the Company’s net assets at the end of the two most recently completed calendar quarters. For the Company’s first calendar quarter, the Management Fee is calculated based on the weighted average of the Company’s net assets as of such quarter-end.

The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not.

The first part of the Incentive Fee is based on the Company’s income (the “Income Incentive Fee”) and the second part is based on its capital gains (the “Capital Gains Incentive Fee”), each as described below.

The Company pays the Adviser an Income Incentive Fee each quarter equal to 12.50% of the amount by which Pre-Incentive Fee Net Investment Income (as defined below) for the quarter exceeds a hurdle rate of 1.5% (which is 6.0% annualized) of the Company’s net assets at the end of the immediately preceding calendar quarter, subject to a “catch-up” provision.

The 100% “catch-up” provision for Pre-Incentive Fee Net Investment Income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an incentive fee of 12.50% on all Pre-Incentive Fee Net Investment Income when that amount equals 1.7143% in a calendar quarter (6.8571% annualized), which, in each case, is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, 12.50% of any Pre-Incentive Fee Net Investment Income in excess of 1.5% in any calendar quarter is payable to the Adviser.

“Pre-Incentive Fee Net Investment Income” means dividends (including reinvested dividends), interest and fee income accrued by the Company during the calendar quarter, minus operating expenses for the calendar quarter (including the Management Fee, expenses payable under the Administration Agreement (as defined below) to the Administrator (as defined below), and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as OID), debt instruments with PIK interest and zero coupon securities), accrued income that the Company may not have received in cash. The Adviser is not obligated to reimburse the Company for any amount of such incentive fee if the Company incurs losses or does not receive deferred income which was previously accrued.

For the three months ended September 30, 2023, $105,748 in Income-Based Incentive Fees were earned by the Adviser under the Investment Advisory Agreement. As of September 30, 2023, $105,748 of such fees were payable. As of June 30, 2023, there was no Income-Based Incentive Fee accrued, earned or payable to the Adviser under the Investment Advisory Agreement.

The second component of the Incentive Fee, the Capital Gains Incentive Fee, will be determined and payable annually in arrears at the end of each calendar year or, in the event of the termination of the Investment Advisory Agreement, the date on which such event occurs. At the end of each calendar year (or termination of the Investment Advisory Agreement), the Company will pay the Adviser a Capital Gains Incentive Fee equal to 12.50% of the difference, if positive, of the sum of the Company’s aggregate realized capital gains, if any,

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computed net of the Company’s aggregate realized capital losses, if any, and the Company’s aggregate unrealized capital depreciation, in each case from the Initial Closing.

As of September 30, 2023 and June 30, 2023, there was no Capital Gains Fee accrued, earned or payable to the Adviser under the Investment Advisory Agreement.

The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of its duties and obligations under the Investment Advisory Agreement, the Adviser and its officers, managers, partners, agents, employees, controlling persons and members, and any other person or entity affiliated with it, are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the Investment Advisory Agreement or otherwise as the Adviser.

Administration Agreement

The Adviser in its capacity as administrator (the “Administrator”) provides all administrative services necessary for the Company to operate pursuant to the Administration Agreement between the Company and Administrator (the “Administration Agreement”). The Administration Agreement provides that the Administrator will furnish the Company with office facilities and equipment and will provide the Company with clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under the Administration Agreement, the Administrator will perform, or oversee the performance of, our required administrative services, which will include being responsible for the financial and other records that the Company is required to maintain and preparing reports to shareholders and reports and other materials filed with the SEC. In addition, the Administrator will assist the Company in determining and publishing its net asset value, oversee the preparation and filing of the Company’s tax returns and the printing and dissemination of reports and other materials to shareholders, and generally oversee the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities under the Administration Agreement. To the extent that the Administrator outsources any of its functions under the Administration Agreement, the Company will pay the fees associated with such functions on a direct basis without any incremental profit to the Administrator. While there is no limit on the total amount of expenses the Company may be required to reimburse to the Administrator under the Administration Agreement, the Administrator will only charge the Company for the actual expenses it incurs on the Company’s behalf, or the Company’s allocable portion thereof, without any profit to the Administrator.

Under the Administration Agreement, the Administrator will provide managerial assistance on the Company’s behalf to those portfolio companies that have accepted the Company’s offer to provide such assistance. If requested to provide significant managerial assistance to the Company’s portfolio companies, the Administrator will be paid an additional amount based on the services provided, which will not exceed the amount the Company receives from such portfolio companies for providing this assistance.

As of September 30, 2023 and June 30, 2023, the Company recorded no accrued expenses or other liabilities for reimbursement of expenses owed to the Adviser under the Administration Agreement.

Co-investment Exemptive Relief

On July 20, 2021, the SEC issued an order, granting certain of the Company’s affiliates exemptive relief to co-invest, subject to the satisfaction of certain conditions, in certain private placement transactions with other funds managed by the Adviser or its affiliates and any future funds that are advised by the Adviser or its affiliated investment advisers (the “Exemptive Relief”). Under the terms of the Exemptive Relief, in order for the Company to participate in a co-investment transaction a “required majority” (as defined in Section 57(o) of the 1940 Act) of the trustees who are not “interested persons” of the Company, as defined in Section 2(a)(19) of the 1940 Act (each, an “Independent Trustee”) must conclude that (i) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching in respect of the Company or its shareholders on the part of any person concerned, and (ii) the proposed transaction is consistent with the interests of the Company’s shareholders and is consistent with the Company’s investment objectives and strategies.

License Agreement

The Company has entered into a license agreement with the Adviser under which the Adviser has agreed to grant the Company a non-exclusive, royalty-free license to use the name “Investcorp.” Under this agreement, the Company has a right to use the “Investcorp” name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited

22

license, the Company has no legal right to the “Investcorp” name. This license agreement will remain in effect for so long as the Advisory Agreement with the Adviser is in effect and Investcorp is the majority owner of the Adviser.

Note 8. Trustee Fees

The Company will pay each Independent Trustee an annual retainer of $35,000 for their service on the Board and any committee of the Board plus $500 per Board meeting attended. They also receive reimbursement of reasonable out-of-pocket expenses incurred in connection with each Board and committee meeting attended in person. The Company has obtained trustees’ and officers’ liability insurance on behalf of the trustees and officers. For the three months ended September 30, 2023 and 2022, the Company recorded trustees’ fees of $20,500 and $0, respectively.

Note 9. Net Change in Net Assets Resulting from Operations Per Share

Basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.

The following table sets forth the computation of the weighted average basic and diluted net increase in net assets per share from operations:

	For the Three Months Ended September 30,
	2023		2022
Net increase (decrease) in net assets resulting from operations	$	787,829	$	153,654
Weighted average shares of common stock outstanding		2,522,659		1,250,000
Basic/diluted net increase (decrease) in net assets from operations per share	$	0.31	$	0.12

Note 10. Financial Highlights

The following represents the per share data and the ratios to average net assets for the Company:

	For the three months ended September 30,
	2023				2022
Per share data:
Net asset value, beginning of period	$	19.43				19.87
Net investment income (loss)(1)		0.30				0.07
Net change in unrealized appreciation (depreciation)(1)		0.01				0.05
Net increase (decrease) in net assets resulting from operations		0.31				0.12
Capital transactions(2)
Dividends from net investment income		(0.35	)			—
Net increase (decrease) in net assets resulting from capital share transactions		(0.35	)			—
Net asset value, end of period	$	19.39			$	19.99
Shares outstanding at end of period		2,522,659				1,250,000
Total return(3)	(0.21)%			(4)		0.60	%	(4)
Ratio/Supplemental Data:
Net assets, at end of period	$	48,923,998			$	24,989,507
Ratio of total expenses to average net assets		7.90	%	(5)		5.25	%	(5)
Ratio of net investment income (loss) to average net assets		6.19	%	(5)		3.13	%	(5)
Portfolio turnover rate		7.23	%	(4)		0.42	%	(4)

(1)

The per share data was derived by using the weighted average shares outstanding during the period.

(2)

The per share data for dividends reflects the actual amount of the dividends declared per share during the period.

(3)

Total return displayed is net of all fees, including all operating expenses such as management fees, general and administrative expenses, organization and amortized offering expenses, and interest expenses. Total return is calculated as the change in net asset value per share divided by the beginning net asset value per share.

(4)

Not annualized

(5)

Annualized

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Note 11. Other Fee Income

The other fee income consists of structuring fee income, amendment fee income and royalty income. The following tables summarize the Company’s other fee income for the three months ended September 30, 2023 and September 30, 2022:

	Three months ended September 30,
	2023		2022
Loan Amendment/Consent Fee	$	—	$	—
Other Fee Income	$	57,289	$	—

Note 12. Tax Information

As of September 30, 2023, the Company’s aggregate investment unrealized appreciation and depreciation based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	61,951,885
Gross unrealized appreciation	$	754,186
Gross unrealized depreciation		(1,173,457	)
Net unrealized investment depreciation	$	(419,271	)

As of June 30, 2023, the Company’s aggregate investment unrealized appreciation and depreciation based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	52,962,014
Gross unrealized appreciation	$	—
Gross unrealized depreciation		(442,899	)
Net unrealized investment depreciation	$	(442,899	)

Note 13. Subsequent Events

The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued.

From October 1, 2023 through November 13, 2023, the Company invested $2.6 million in one new portfolio company and one existing portfolio company.

On November 9, 2023, the Company's board of trustees declared a distribution for the quarter ended December 31, 2023 of $0.35 per share payable on January 8, 2024 to shareholders of record as of December 14, 2023.

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

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our future performance or financial condition. Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation the risks, uncertainties and other factors we identify in our filings with the SEC that we make from time to time. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, and include statements regarding the following, without limitation:

•

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

•

the return or impact of current and future investments that we make;

•

the impact of global health pandemics, such as the Coronavirus (“COVID-19”) pandemic, on our or our portfolio companies’ business and the global economy and capital markets generally;

•

our contractual arrangements and relationships with Investcorp Credit Management US LLC and its affiliates;

•

our contractual arrangements and relationships with lenders and other third parties;

•

actual and potential conflicts of interest with our investment adviser, CM Investment Partners LLC (the “Adviser”);

•

the dependence of our future success on the general economy, interest rates and the effects of each on the industries in which we invest;

•

the impact of fluctuations in interest rates on our business;

•

the elevating levels of inflation and its impact on our investment activities and the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives or service their debt obligations to us;

•

the use of borrowed money to finance a portion of our investments;

•

the adequacy of our financing sources and working capital;

•

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

•

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

•

the ability of the Adviser to attract and retain highly talented professionals;

•

our ability to maintain our qualification as a regulated investment company and as a business development company;

•

the effect of changes to tax legislation and our tax position and other legislative and regulatory changes; and

•

the effect of new or modified laws or regulations governing our operations,

We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of filing of this report. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, actual results and/or events could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. Important assumptions include, without limitation, our ability to originate new loans and investments, borrowing costs and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q.

We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or SEC rule or regulation. You are advised to consult any additional disclosures that we may make directly to you or through reports that we file from time to time with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

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Overview

Investcorp US Institutional Private Credit Fund (“IPCF,” the “Company”, “us”, “we” or “our”), a Delaware statutory trust that commenced operations on May 26, 2022, is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, we have elected to be treated and intend to continue to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”).

Our investment objective is to generate current income and capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. We invest primarily in the debt of U.S. middle-market companies (typically those with $10.0 million to $75.0 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”)) through first lien, unitranche, second lien, and unsecured debt financing, often with corresponding equity of portfolio companies through warrants. The Company expects that such equity investments will make up less than 1% of the Company’s total assets (measured at the time of investment).

Our investment activities are managed by our Adviser. Investcorp Credit Management US LLC (“Investcorp”) holds a majority ownership interest in the Adviser. Investcorp is a leading global credit investment platform with assets under management of $22.0 billion as of September 30, 2023. Investcorp manages funds which invest primarily in senior secured corporate debt issued by mid and large-cap corporations in Western Europe and the United States. The business has a strong track record of consistent performance and growth, employing approximately 45 investment professionals in London and New York. Investcorp is a subsidiary of Investcorp Holdings B.S.C. (“Investcorp Holdings”). Investcorp Holdings and its consolidated subsidiaries, including Investcorp, are referred to as “Investcorp Group.” Investcorp Group is a global provider and manager of alternative investments, offering such investments to its high-net-worth private and institutional clients on a global basis.

We have entered into an investment advisory agreement (the “Investment Advisory Agreement”) and an administration agreement (the “Administration Agreement”) with the Adviser, pursuant to which the Adviser provides us with investment advisory and the administrative services necessary for our operations. See “Note 7. Related Party Transactions” in the notes to our consolidated financial statements in this Quarterly Report on Form 10-Q for more information regarding the Investment Advisory Agreement and Administration Agreement and the fees and expenses paid or reimbursed by us thereunder.

From time to time, we may form taxable subsidiaries (the “Taxable Subsidiaries”), which are taxed as corporations for federal income tax purposes, to allow the Company to hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements applicable to a RIC under the Code. As of each of September 30, 2023 and June 30, 2023, we had no Taxable Subsidiaries.

We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to our common shares of beneficial interest if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance.

On July 20, 2021, the Securities and Exchange Commission (“SEC”) issued an order granting exemptive relief to certain of our affiliates which we can rely on to co-invest, subject to the satisfaction of certain conditions, in certain private placement transactions with other funds managed by the Adviser or its affiliates and any future funds that are advised by the Adviser or its affiliated investment advisers (the “Exemptive Relief”). Under the terms of the Exemptive Relief, in order for us to participate in a co-investment transaction a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent trustees must conclude that (i) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching in respect of us or our shareholders on the part of any person concerned, and (ii) the proposed transaction is consistent with the interests of our shareholders and is consistent with our investment objectives and strategies.

Market Developments

The current inflationary environment and uncertainty as to the probability of, and length and depth of a global recession could affect our portfolio companies. Government spending, government policies, including recent increases in certain interest rates by the U.S. Federal Reserve and other global central banks, the failures of certain regional banks earlier this year and the potential for disruptions in the availability of credit in the United States and elsewhere, in conjunction with other factors, including those described elsewhere in this Quarterly Report and in other filings we have made with the SEC, could affect our portfolio companies, our financial condition and our results of operations. We will continue to monitor the evolving market environment. In these circumstances, developments outside our control could require us to adjust our plan of operations and could impact our financial condition, results of operations or cash flows in the future. Despite these factors, we believe we and our portfolio are well positioned to manage the current environment. For additional information, see Part I, Item 1A. Risk Factors in our most recently filed Annual Report on Form 10-K, as well as the risk factors listed in our subsequently filed Quarterly Reports on Form 10-Q.

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Critical accounting 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 U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these consolidated 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 consolidated financial statements.

Understanding our accounting policies and the extent to which we use management’s judgment and estimates in applying these policies is integral to understanding our financial statements. We describe our most significant accounting policies in “Note 2. Significant Accounting Policies” in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and in this Quarterly Report on Form 10-Q. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. Management has utilized available information, including industry standards and the current economic environment, among other factors, in forming the estimates and judgments, giving due consideration to materiality. We have identified the valuation of our portfolio investments, including our investment valuation policy (which has been approved by our board of trustees (the “Board”)), as our critical accounting policy and estimates. The critical accounting policies should be read in conjunction with our risk factors in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and in this Quarterly Report on Form 10-Q. In addition to the discussion below, our critical accounting policies are further described in the notes to our consolidated financial statements.

Valuation of portfolio investments

We value our portfolio investments for which market quotations are not readily available at fair value as determined in good faith by our Board, with the assistance of the Adviser and independent valuation agents, in accordance with Rule 2a-5 of the 1940 Act and U.S. GAAP, and in accordance with the Company’s valuation methodologies. 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 (a) are independent of us, (b) 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), (c) are able to transact for the asset, and (d) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

For purposes of Section 2(a)(41) and Rule 2a-5 under the 1940 Act, a market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Company can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. 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.

Investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value shall be subject to the fair value determination requirements under Rule 2a-5 and subject to the Company’s valuation procedures. Because a readily available market value for many of the investments in our portfolio is often not available, we value many of our portfolio investments at fair value as determined in good faith by the Board using a consistently applied valuation process in accordance with a documented valuation policy that has been reviewed and approved by the Board. 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 also 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 causes current market quotations not to reflect the fair value of the security. Examples of these events could include 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.

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With respect to investments for which market quotations are not readily available, the Board will undertake a multi-step valuation process each quarter, as described below:

•

our quarterly valuation process begins with each investment being initially valued by the investment professionals of the Adviser responsible for the portfolio investment;

•

preliminary valuation conclusions are then documented and discussed with our senior management and the Adviser;

•

on a periodic basis, at least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm engaged by the Board;

•

the audit committee of the Board will then review these preliminary valuations and make a recommendation to the Board regarding the valuations; and

•

the Board will then discuss these preliminary valuations and determine the fair value of each investment in our portfolio in good faith, based on the input of the Adviser, the independent valuation firm and the audit committee of the Board.

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 a market approach, an income approach, or both approaches, 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 we 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 portfolio company’s performance against our expectations, 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 are 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 U.S. GAAP into the three broad levels as follows:

Level I	Investments valued using unadjusted quoted prices in active markets for identical assets.
Level II	Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.
Level III	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.

Determination of fair value involves subjective judgments. 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.

As of September 30, 2023, our investment portfolio, valued at fair value in accordance with our Board-approved valuation policy, represented 85.5% of our total assets, as compared to 82.4% of our total assets as of June 30, 2023.

See Note 2.i. “Significant Accounting Policies – Investment Valuation” and Note 4. “Investments” in the notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on our valuation process.

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Revenue Recognition

Our revenue recognition policies are as follows:

Net realized gains (losses) on investments: Gains or losses on the sale of investments are calculated using the specific identification method.

Interest Income: Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Origination, closing, commitment, and amendment fees, purchase and original issue discount (“OID”) associated with loans to portfolio companies are accreted into interest income over the respective terms of the applicable loans. Accretion of discounts or premiums is calculated by the effective interest or straight-line method, as applicable, as of the purchase date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or debt security, any prepayment penalties and unamortized fees and discounts are recorded as interest income and are non-recurring in nature.

Structuring fees and similar fees are recognized as income as earned, usually when received. Structuring fees, excess deal deposits, net profits interests and overriding royalty interests are included in other fee income.

We may hold debt investments in our portfolio that contain a payment-in-kind (“PIK”) interest provision. The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is recorded on the accrual basis to the extent such amounts are expected to be collected.

Non-accrual: Loans are placed on non-accrual status when principal or interest payments are past due 90 days or more or when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on nonaccrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment about ultimate collectability of principal. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. PIK interest is not accrued if we do not expect the issuer to be able to pay all principal and interest when due. As of September 30, 2023 and June 30, 2023, we had two investments on non-accrual status, in each respective period, which represented approximately 3.4% and 4.3%, respectively, of our portfolio at fair value.

Financing Facilities

On September 9, 2022, we, through Investcorp US Institutional Private Credit SPV LLC, our wholly-owned subsidiary, entered into the 1.5 year, $25 million senior secured revolving credit facility (the “Capital One Revolving Financing Agreement”) with Capital One, N.A. (“Capital One”), which is secured by collateral consisting primarily of loans in our investment portfolio. On September 29, 2022, we amended the Capital One Revolving Financing Agreement to reduce the size of the Capital One Revolving Financing Agreement to $22.5 million. On June 14, 2023, we amended the Capital One Revolving Financing Agreement to increase the size of the Capital One Revolving Financing from $22.5 million to $40.0 million and extend the maturity date to June 14, 2028 (the “Maturity Date”). The Capital One Revolving Financing Agreement features a one-year reinvestment period and a six-month amortization period. Effective June 14, 2023, borrowings under the Capital One Revolving Financing Agreement generally bear interest at a rate per annum equal to the SOFR plus 3.25%, so long as no event of default has occurred (as defined in the Capital One Revolving Financing Agreement). The default interest rate will be equal to the interest rate then in effect plus 2.00%.

The Capital One Revolving Financing Agreement required the payment of an upfront fee of 0.50% of the available borrowings under the Capital One Revolving Financing Agreement at the closing and requires the payment of an unused fee of 0.75% annually for any undrawn amounts of the Capital One Revolving Financing Agreement. Borrowings under the Capital One Revolving Financing Agreement are based on a borrowing base. The Capital One Revolving Financing Agreement generally requires payment of interest and fees on a quarterly basis. All outstanding principal is due on the Maturity Date. The Capital One Revolving Financing Agreement also requires mandatory prepayment of interest and principal upon certain events.

As of September 30, 2023, there were $7.0 million in borrowings outstanding and $33.0 million was available under the Capital One Revolving Financing Agreement.

As of June 30, 2023, there were $7.0 million in borrowings outstanding and $33.0 million was available under the Capital One Revolving Financing Agreement.

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Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount we have available to invest as well as 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, as a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million. In each case, the company must be organized in the United States. As of September 30, 2023, approximately 96.1% of our total assets were qualifying assets.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any income we distribute to our shareholders.

Revenues

We generate revenue in the form of interest income on debt investments and capital gains and distributions, if any, on investment securities that we may acquire in portfolio companies. Our debt investments are typically expected to have a term of seven years with an average duration of four years. Interest on our debt securities is generally payable quarterly. Payments of principal on 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 may include PIK interest. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity date. The level of interest income we receive is directly related to the balance of interest-bearing investments multiplied by the weighted average yield of our investments. We expect that the total dollar amount of interest and any dividend income that we earn will increase as the size of our investment portfolio increases.

Expenses

We do not currently have any employees and do not expect to have any employees. Our day-to-day investment operations will be managed by the Adviser, pursuant to the terms of the Investment Advisory Agreement, and services necessary for our business, including the origination and administration of our investment portfolio, will be provided by individuals who are employees of our Adviser or its affiliates, pursuant to the terms of the Administration Agreement. All investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory and management services under the Investment Advisory Agreement, and the compensation and routine compensation-related overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Company. We bear all other out-of-pocket costs and expenses of our operations and transactions, including, without limitation, those relating to:

•

organizational and offering expenses;

•

expenses incurred in valuing the Company’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm);

•

expenses incurred by the Adviser or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s investments and performing due diligence on the Company’s prospective portfolio companies or otherwise related to, or associated with, evaluating and making investments;

•

interest payable on debt, if any, incurred to finance the Company’s investments and expenses related to unsuccessful portfolio acquisition efforts;

•

offerings of the Company’s common shares of beneficial interest and other securities;

•

investment advisory and management fees payable under the Investment Advisory Agreement;

•

administration fees payable to the Adviser;

•

transfer agent and custody fees and expenses;

•

federal and state registration fees;

•

all costs of registration and listing the Company’s shares on any securities exchange;

•

federal, state and local taxes;

30

•

independent trustees’ fees and expenses;

•

costs of preparing and filing reports or other documents required by the SEC or other regulators;

•

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

•

the costs associated with individual or group shareholders;

•

the Company’s allocable portion of the fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums;

•

direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and

•

all other non-investment advisory expenses incurred by the Company or the Adviser in connection with the administering the Company’s business.

Portfolio and Investment Activity

Portfolio composition

We invest primarily in middle-market companies in the form of standalone first and second lien loans and unitranche loans. We may also invest in unsecured debt, bonds and in the equity of portfolio companies through warrants and other instruments.

As of September 30, 2023, our investment portfolio of $61.5 million (at fair value) consisted of debt and equity investments in 30 portfolio companies, of which 99.7% were senior secured first lien investments. As of June 30, 2023, our investment portfolio of $52.5 million (at fair value) consisted of debt investments in 21 portfolio companies, of which 99.6% were senior secured first lien investments.

As of September 30, 2023, our weighted average total yield of debt and income producing securities at amortized cost (which includes interest income and amortization of fees and discounts) was 12.43%. As of September 30, 2023, our weighted average total yield on investments at amortized cost (which includes interest income and amortization of fees and discounts) was 12.39%.

We use Global Industry Classification Standard (“GICS”) codes to identify the industry groupings of our portfolio companies. At September 30, 2023 and June 30, 2023, respectively, the industry composition of our portfolio in accordance with the GICS codes at fair value, as a percentage of our total portfolio, was as follows:

	Percentage of Total Portfolio at September 30, 2023			Percentage of Total Portfolio at June 30, 2023
Trading Companies & Distributors		16.64	%		14.79	%
Containers & Packaging		9.73			11.31
Professional Services		9.31			11.67
Consumer Services		7.78			—
IT Services		6.54			13.79
Machinery		6.54			8.27
Hotels, Restaurants, and Leisure		6.01			6.83
Diversified Consumer Services		4.83			5.67
Automotive Retail		4.61			5.21
Software		4.52			5.38
Entertainment		3.86			4.55
Health Care Providers & Services		3.85			4.47
Consumer Staples Distribution & Retail		3.40			4.31
Chemicals		3.24			—
Construction & Engineering		3.20			—
Specialty Retail		3.19			3.75
Consumer Goods		2.06			—
Communication Services		0.69			—
		100.00	%		100.00	%

During the three months ended September 30, 2023, we added 7 new investments totaling approximately $13.0 million. All of these investments were first lien investments in new portfolio companies.

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At September 30, 2023 and June 30, 2023, 100.0% of our debt investments bore interest based on floating rates based on indices such as the London Interbank Offered Rate ("LIBOR"), SOFR, the Euro Interbank Offered Rate, the Federal Funds Rate or the Prime Rate (in certain cases, subject to interest rate floors), and 0% bore interest at fixed rates.

Our investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of September 30, 2023, we had five investments with aggregate unfunded commitments of $1.8 million, and as of June 30, 2023 we had five investments with aggregate unfunded commitments of $1.7 million. We maintain sufficient liquidity to fund such unfunded loan commitments should the need arise.

Asset Quality

In addition to various risk management and monitoring tools, we use the Adviser’s investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in our portfolio. This investment rating system uses a five-level numeric rating scale. The following is a description of the conditions associated with each investment rating:

Investment Rating 1	Investments that are performing above expectations, and whose risks remain favorable compared to the expected risk at the time of the original investment.
Investment Rating 2	Investments that are performing within expectations and whose risks remain neutral compared to the expected risk at the time of the original investment. Generally, all new loans are initially rated 2.
Investment Rating 3	Investments that are performing below expectations and that require closer monitoring, but where no loss of return or principal is expected. Portfolio companies with a rating of 3 may be out of compliance with their financial covenants.
Investment Rating 4	Investments that are performing substantially below expectations and whose risks have increased substantially since the original investment. These investments are often in workout. Investments with a rating of 4 will be those for which some loss of return but no loss of principal is expected.
Investment Rating 5	Investments that are performing substantially below expectations and whose risks have increased substantially since the original investment. These investments are almost always in workout. Investments with a rating of 5 will be those for which some loss of return and principal is expected.

If the Adviser determines that an investment is underperforming, or circumstances suggest that the risk associated with a particular investment has significantly increased, the Adviser will increase its monitoring intensity and prepare regular updates for the investment committee, summarizing current operating results and material impending events and suggesting recommended actions. While the investment rating system identifies the relative risk for each investment, the rating alone does not dictate the scope and/or frequency of any monitoring that will be performed. The frequency of the Adviser’s monitoring of an investment will be determined by a number of factors, including, but not limited to, the trends in the financial performance of the portfolio company, the investment structure and the type of collateral securing the investment.

The following table shows the investment rankings of the investments in our portfolio, according to the Adviser’s investment rating system:

	As of September 30, 2023							As of June 30, 2023
	Fair Value		% of Portfolio			Number of Investments(1)		Fair Value		% of Portfolio			Number of Investments
1		1,980,000		3.0	%		1	$	—		—	%		—
2		47,392,017		77.0			21		39,347,258		75.0			22
3		10,066,582		16.0			6		10,908,057		21.0			7
4		2,094,015		4.0			2		2,263,800		4.0			2
5		—		—			—		—		—			—
Total	$	61,532,614		100.0	%		30	$	52,519,115		100.0	%		31

Results of Operations

Comparison of the three months ended September 30, 2023 and September 30, 2022

Operating results for the three months ended September 30, 2023 and September 30, 2022 were as follows:

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Investment income

Investment income, attributable primarily to interest and fees on our debt investments, for the three months ended September 30, 2023 increased to $1.7 million from $0.5 million for the three months ended September 30, 2022, primarily related to an increase in assets under management which increased interest income, PIK interest income and other fee income received during the quarter.

Expenses

Total expenses for the three months ended September 30, 2023 increased to $1.0 million, compared to $0.4 million for the three months ended September 30, 2022, primarily due to an increase in custodian and administrator fees due to an increase in investment activity and assets under management, an increase in interest expense with the Capital One Revolving Financing associated with an increase in borrowing activities, and increases in the independent trustees' fees, base management fees, income-based incentive fees, offering expense, and general and administrative expenses when compared to no expenses for such fees in the prior year.

Net investment income

Net investment income increased to $0.8 million for the three months ended September 30, 2023 from $88,741 for the three months ended September 30, 2022, primarily due to the increase in investment income related to the increase in assets under management from increased investment activities offset by the increase in interest expense with the Capital One Revolving Financing associated with the increased borrowing activities and the increase in overall operating expenses.

Net realized gain or loss

There was no realized gain or loss on investments for the three months ended September 30, 2023 and 2022, respectively.

Net change in unrealized (depreciation) appreciation on investments

We recorded a net change in unrealized appreciation of $23,628 and $64,913 for the three months ended September 30, 2023 and 2022, respectively.

Liquidity and Capital Resources

Our primary liquidity needs include interest and principal repayments under the Capital One Revolving Financing, our unfunded loan commitments (if any), investments in portfolio companies, dividend distributions to our shareholders and operating expenses. We believe that our current cash on hand and our anticipated cash flows from operations, including from contractual monthly portfolio company payments and prepayments, will be adequate to meet our cash needs for our daily operations.

Cash flows

For the three months ended September 30, 2023, our unrestricted cash balance increased by $0.7 million. During that period, cash increased by $4.3 million from operating activities, primarily due to a decrease in receivable for investments sold of $3.0 million, an increase in payables for investments purchased of $8.8 million and proceeds from principal repayments of investments in portfolio companies of $4.1 million, offset primarily by the purchase of investments in portfolio companies of $13.0 million. During the same period, net cash from financing activities decreased by $1.5 million due to distributions paid to our stockholders.

Capital resources

As of September 30, 2023, we had $1.4 million and $8.0 million in unrestricted and restricted cash, respectively, and $33.0 million of capacity under the Capital One Revolving Financing. We intend to generate additional cash primarily from future offerings of equity and/or debt securities, future borrowings or debt issuances, as well as cash flows from operations, including income earned from investments in our portfolio companies and, to a lesser extent, from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less.

As discussed below in further detail, we have elected to be treated as a RIC under the Code. To maintain our RIC status, we generally must distribute substantially all of our net taxable income to shareholders in the form of dividends. Our net taxable income does not necessarily equal our net income as calculated in accordance with U.S. GAAP.

Asset Coverage Requirements

On August 31, 2022, our sole shareholder approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, effective August 31, 2022, our applicable minimum asset coverage ratio under the 1940 Act was decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of

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shares senior to our common shares of beneficial interest if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. As of September 30, 2023, our asset coverage for borrowed amounts was 799% as we had $7.0 million in borrowings outstanding under the Capital One Revolving Financing Agreement.

Regulated Investment Company Status and Distributions

We have elected to be treated as a RIC under Subchapter M of the Code. If we continue to qualify as a RIC, we will not be taxed on our investment company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to shareholders on a timely basis.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Dividends declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also may include returns of capital.

To continue to qualify for RIC tax treatment, we must, among other things, distribute to our shareholders, with respect to each taxable year, at least 90% of our investment company net taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any). We will also be subject to a federal excise tax, based on distributive requirements of our taxable income on a calendar year basis.

We intend to distribute to our shareholders between 90% and 100% of our annual taxable income (which includes our taxable interest and fee income). However, the covenants contained in any borrowing or financing arrangement we or our subsidiaries may have may prohibit us from making distributions to our shareholders, and, as a result, could hinder our ability to satisfy the distribution requirement. In addition, we may retain for investment some or all of our net taxable capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and treat such amounts as deemed distributions to our shareholders. If we do this, our shareholders will be treated as if they received actual distributions of the capital gains we retained and then reinvested the net after-tax proceeds in our common shares of beneficial interest. Our shareholders also may be eligible to claim tax credits (or, in certain circumstances, tax refunds) equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. To the extent our taxable earnings for a fiscal taxable year fall below the total amount of our dividends for that fiscal year, a portion of those dividend distributions may be deemed a return of capital to our shareholders.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings applicable to us as a BDC under the 1940 Act and due to provisions in the agreements governing our borrowing or financial arrangements. We cannot assure shareholders that they will receive any distributions or distributions at a particular level.

In accordance with certain applicable U.S. Department of Treasury (“Treasury”) regulations and a revenue procedure issued by the Internal Revenue Service, a RIC may treat a distribution of its own shares as fulfilling its RIC distribution requirements if each stockholder elects to receive his or her entire distribution in either cash or shares of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all shareholders must be at least 20% of the aggregate declared distribution. If too many shareholders elect to receive cash, each shareholder electing to receive cash must receive a pro rata amount of cash (with the balance of the distribution paid in shares). In no event will any shareholder, electing to receive cash, receive less than 20% of his or her entire distribution in cash. If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in shares will be equal to the amount of cash that could have been received instead of shares. We have no current intention of paying dividends in shares of our beneficial interest in accordance with these Treasury regulations or private letter rulings.

Off-Balance Sheet Arrangements

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of September 30, 2023, our off-balance sheet arrangements consisted of $1.8 million in unfunded commitments to five of our portfolio companies. As of September 30, 2023, we had sufficient liquidity (through cash on hand and available borrowings under our Capital One Revolving Financing) to fund such unfunded loan commitments should the need arise. As of June 30, 2023, our off-balance sheet arrangements consisted of $1.7 million in unfunded commitments to five of our portfolio companies. As of June 30, 2023, we had sufficient liquidity (through cash on hand and available borrowings under our Capital One Revolving Financing) to fund such unfunded loan commitments should the need arise.

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Recent Developments

From October 1, 2023 through November 13, 2023, the Company invested $2.6 million in one new portfolio company and one existing portfolio company.

On November 9, 2023, the Company's board of trustees declared a distribution for the quarter ended December 31, 2023 of $0.35 per share payable on January 8, 2024 to shareholders of record as of December 14, 2023.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

We are subject to financial market risks, including changes in 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 change in market interest rates will not have a material adverse effect on our net investment income.

Generally, we believe higher yielding assets such as those in our investment portfolio do not necessarily follow a linear interest rate relationship and are less sensitive in price-to-interest rate changes than many other debt investments. Our investments in fixed-rate assets are generally exposed to changes in value due to interest rate fluctuations, and our floating-rate assets are generally exposed to cash-flow variability from fluctuation in rates. At September 30, 2023, 100.0% of our debt investments bore interest based on floating rates, such as LIBOR, SOFR, the Euro Interbank Offered Rate, 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 three months.

Consequently, our net interest income (interest income less interest expense) is exposed to risks related to interest-rate fluctuations. Variable-rate instruments subject to a floor generally reset periodically to the applicable floor and, in the case of investments in our portfolio, quarterly to a floor based on SOFR, or historically LIBOR, only if the index exceeds the floor. As of September 30, 2023, 100.0% of our floating-rate portfolio was subject to interest-rate floors set at or below the current applicable rate. Under these loans, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor. In addition, our interest expense will be affected by changes in the published interest rates in connection with the Capital One Revolving Financing to the extent it goes above the floor. As of September 30, 2023, we had $7.0 million in floating rate borrowings under the Capital One Revolving Financing facility.

Based on our investment portfolio as of September 30, 2023, with certain interest rate floors and our financing arrangements at September 30, 2023, a 1.00% increase in interest rates would increase our net interest income by approximately 7.79% and a 2.00% increase in interest rates would increase our net interest income by approximately 16.64%.

Although management believes that this analysis is indicative of our existing sensitivity as of September 30, 2023, to interest rate changes, it does not adjust for changes in the credit markets, the size, credit quality or composition of the assets in our portfolio and other business developments, including additional borrowing, that could affect the net increase in net assets resulting from operations or net investment income. It also does not adjust for the effect of the time lag between a change in the relevant interest rate index and the rate adjustment under the applicable loans or borrowings. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis included herein.

Because it is our intention to hold loans to maturity, the fluctuating relative value of these loans that may occur due to changes in interest rates may have an impact on unrealized gains and losses during quarterly reporting periods. Based on our assessment of the interest rate risk, as of September 30, 2023, we had no hedging transactions in place as we deemed the risk acceptable, and we did not believe it was necessary to mitigate this risk at that time.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2023 (the end of the period covered by this report), our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2023, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Management did not identify any change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Neither we, the Adviser, nor our subsidiaries, nor any of our respective property, are currently subject to any material legal proceedings, other than ordinary routine litigation incidental to our businesses. We, the Adviser, and our subsidiaries may from time to time, however, be involved in litigation arising out of our operations in the normal course of business or otherwise, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these matters will materially affect our financial condition or results of operations. There can be no assurance whether any current or future legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

Item 1A. Risk Factors

You should carefully consider the risks referenced below and all other information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to purchase our securities. Any such risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the market price of our securities.

Other than as set forth below, there have been no material changes during the three months ended September 30, 2023 to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (filed with the SEC on September 21, 2023). If any of such changes or risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the value of our securities could decline, and you may lose all or part of your investment.

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

Unregistered Sales of Equity Securities

We have entered into Subscription Agreements with investors in connection with the private offering, pursuant to which we expect to issue and sell our shares under the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made.

On January 18, 2023, we completed a closing of capital commitments in reliance on exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder, and other applicable securities laws (the “Initial Closing”). In connection with the Initial Closing, we issued 1,267,659 shares to shareholders for an aggregate purchase price of $25,000,000. On June 30, 2023, our only two shareholders held 2,517,659 and 5,000 shares, respectively.

Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 105b-1 Trading Plan

During the fiscal quarter ended September 30, 2023, none of our trustees or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement.”

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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:

3.1	Amended and Restated Agreement and Declaration of Trust(1)
3.2	Bylaws(2)
31.1	Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

** The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q, are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

(1)

Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 (File No. 000-56501), filed with the SEC on December 8, 2022.

(2)

Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 10 (File No. 000-56501), filed with the SEC on December 8, 2022.

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SIGNATURES

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

Dated: November 13, 2023

INVESTCORP US INSTITUTIONAL PRIVATE CREDIT FUND
By:	/s/ Michael C. Mauer
	Michael C. Mauer
	Chief Executive Officer
By:	/s/ Rocco DelGuercio
	Rocco DelGuercio
	Chief Financial Officer

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