| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
26North BDC, Inc. (Name of Issuer) |
Shares of Common Stock, par value $0.001 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons 26N DL SPV LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 670,234.10 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons Joshua Harris | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 671,294.29 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: 26North BDC, Inc. | |
| (b) | Address of issuer's principal executive
offices: 600 Madison Avenue, 26th Floor, New York, NY 10022 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
26N DL SPV LLC ("26N DL SPV")
Joshua Harris | |
| (b) | Address or principal business office or, if
none, residence: 600 Madison Avenue, 26th Floor, New York, NY 10022 | |
| (c) | Citizenship: See responses to Item 4 on each cover page | |
| (d) | Title of class of securities: Shares of Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.: 000000000 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See responses to Item 9 on each cover page. | |
| (b) | Percent of class: See responses to Item 11 on each cover page.
Calculated based on 13,909,942.27 shares of Common Stock outstanding as of December 31, 2024, as provided by the Issuer. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See responses to Item 8 on each cover page.
670,234.10 of the shares of Common Stock reported herein are directly held by 26N DL SPV, for which voting and investment control are exercised by Joshua Harris, and an additional 1,060.19 shares of Common Stock are held by 26North Direct Lending LP (the "Adviser"), the investment adviser to the Issuer. Mr. Harris is the Founder of 26North Partners LP, the indirect parent of the Adviser, and is a member of the Adviser's investment committee. In such capacities, Joshua Harris may be deemed to beneficially own the aggregate 671,294.29 shares of Common Stock reported herein, constituting a beneficial ownership percentage of 4.8% based upon 13,909,942.27 shares of Common Stock outstanding as of December 31, 2024, as provided by the Issuer.
The shares of Common Stock directly held by 26N DL SPV were acquired upon funding of a portion of the Reporting Persons' aggregate capital commitment to the Issuer. The remaining uncalled portion of the Reporting Persons' aggregate capital commitment to the Issuer will be drawn down over time at the discretion of the Issuer in exchange for additional shares of the Issuer's common stock at their then-current net asset value. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit List
Exhibit A: Joint Filing Agreement (incorporated herein by reference to Exhibit A to the Schedule 13G relating to the common stock of 26North BDC, Inc., filed February 14, 2024, by 26N DL SPV LLC and Joshua Harris with the Securities and Exchange Commission)
Exhibit B: POA (incorporated herein by reference to Exhibit A to the Schedule 13G relating to the common stock of 26North BDC, Inc., filed February 14, 2024, by 26N DL SPV LLC and Joshua Harris with the Securities and Exchange Commission) |