UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2025

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

For the transition period from______ to______

Commission File Number 814-01427

LAFAYETTE SQUARE USA, INC.

(Exact name of registrant as specified in its charter)

Delaware	87-2807075
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

175 SW 7th St, Unit 2307

Miami, FL 33130

(Address of principal executive offices)

(786) 753-7096

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

Common Stock, par value $0.001 per share

(Title of class)

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 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 ☒

As of May 8, 2025 the Registrant had 24,293,039 shares of common stock, $0.001 par value per share, outstanding.

		Page
	Cautionary Statement Regarding Forward-Looking Statements	1
Part I. Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of March 31, 2025 (unaudited) and December 31, 2024	3
	Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited)	4
	Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2025 and 2024 (unaudited)	5
	Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)	6
	Consolidated Schedule of Investments as of March 31, 2025 (unaudited) and December 31, 2024	7
	Notes to Consolidated Financial Statements (unaudited)	20
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	47
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	69
Item 4.	Controls and Procedures	71
Part II. Other Information
Item 1.	Legal Proceedings	72
Item 1A.	Risk Factors	72
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	72
Item 3.	Defaults Upon Senior Securities	72
Item 4.	Mine Safety Disclosures	72
Item 5.	Other Information	72
Item 6.	Exhibits	72
SIGNATURES		73

1

Lafayette Square USA, Inc.

Cautionary Statement Regarding Forward-Looking Statements

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve

known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-

looking statements are not historical facts, but rather are based on current expectations, estimates and projections about

Lafayette Square USA, Inc., together with its consolidated subsidiaries (“we,” “us,” “our,” or the “Company”), our

prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as

“anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,”

“should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are

intended to identify forward-looking statements. 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:

•our business prospects and the prospects of the companies in which we may invest;

•our ability to raise sufficient capital to execute our investment strategy;

•the impact of economic recessions or downturns could harm our operating results;

•United States trade policy developments, tariffs and other trade restrictions;

•price inflation and changes in the general interest rate environment, which could adversely affect the operating

results of our portfolio companies and impact their ability to pay interest and principal on our loans;

•changes in the general interest rate environment, including recent increases in interest rates;

•general economic and political trends and other external factors, including the impact of any future pandemic or

epidemic;

•heightened global political and economic uncertainty caused by war, social unrest and political tension;

•the demand from middle market businesses for capital investment and managerial assistance;

•our ability to create and preserve jobs and stimulate the economy;

•the ability of our portfolio companies to achieve their objectives;

•our expected financing arrangements and expected investments;

•the adequacy of our cash resources, financing sources and working capital;

•the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with LS BDC Adviser, LLC (the “Adviser”) or any of its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we invest;

•our use of financial leverage;

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

•the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

•the impact on our business of U.S. and international financial reform legislation, rules and regulations;

•the effect of changes to tax legislation and our tax position;

•the impact of information technology system failures, data security breaches, data privacy compliance, network

disruptions, and cybersecurity attacks;

2

•the ability of our subsidiaries to maintain their small business investment companies licenses from the Small

Business Administration (the "SBA"), like the license for a small business investment company ("SBIC")

currently held by Lafayette Square SBIC, LP and the license for a specialized small business investment company

("SSBIC") currently held by Lafayette Square SSBIC, LP, and the potential benefits from having such licenses;

•our ability to adhere to or meet our goals, including our 2030 Goals (as defined herein);

•our ability to deploy at least 51% of our invested capital in Working Class Areas;

•our ability to improve the retention, well-being, and productivity of employees in our portfolio companies;

•our ability to enhance the risk-adjusted financial returns of our portfolio companies;

•our ability to convince our portfolio companies to use our services platform, Worker Solutions®;

•our ability to reduce employee turnover and increase median income of employees within our portfolio

companies;

•our ability to encourage and increase participation in medical care benefits and retirement benefits by employees

within our portfolio companies;

•the likelihood that the federal government will expand its partnerships with the private sector, including through

programs aligned with our 2030 Goals; and

•our ability to qualify for and maintain our qualification as a regulated investment company (a “RIC”) and as a

business development company (a “BDC”).

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, the forward-looking statements based on those assumptions

also could be inaccurate. In light of these and other uncertainties, the inclusion of any projection or forward-looking

statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved.

Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by

applicable law. Because we are an investment company, the forward-looking statements and projections contained in this

report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934

Act, as amended (the “Exchange Act”).

3

Lafayette Square USA, Inc.

Consolidated Statements of Assets and Liabilities

(dollar amounts in thousands, except per share data or otherwise noted)

	March 31, 2025	December 31, 2024
	(unaudited)
Assets
Investments, at fair value:
Non-controlled/non-affiliated investments at fair value (amortized cost of $649,531 and $522,945 as of March 31, 2025 and December 31, 2024, respectively)	$650,420	$522,935
Non-controlled/affiliated investments at fair value (amortized cost of $10,340 and $29,349 as of March 31, 2025 and December 31, 2024, respectively)	12,174	29,583
Controlled/affiliated investments at fair value (amortized cost of $6,131 and $4,569 as of March 31, 2025 and December 31, 2024, respectively)	6,131	4,569
Cash and cash equivalents	146,568	202,452
Deferred financing costs	8,810	8,575
Interest receivable	2,812	1,848
Other assets	665	329
Due from affiliate	189	260
Total assets	$827,769	$770,551
Liabilities
Secured borrowings (see Note 5)	$249,482	$208,232
SBA-guaranteed debentures (see Note 5)	202,500	192,505
Distributions payable	8,393	7,853
Incentive fee payable (see Note 6)	1,514	1,578
Management fee payable (see Note 6)	1,478	1,375
Deferred revenue payable	1,336	2,517
Interest and financing payable	1,299	3,044
Accounts payable and accrued expenses	941	649
Income tax payable	800	171
Due to affiliate	453	221
Total liabilities	468,196	418,145
Commitments and Contingencies (See Note 7)
Net assets
Preferred stock, par value $0.001 per share (50,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024)	—	—
Common stock, par value $0.001 per share (450,000,000 shares authorized, 24,096,013 and 23,797,438 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively)	24	24
Paid-in capital in excess of par	355,594	351,181
Distributable earnings (losses)	3,955	1,201
Total net assets	359,573	352,406
Total liabilities and net assets	$827,769	$770,551
Net asset value per common share	$14.92	$14.81

The accompanying notes are an integral part of these consolidated financial statements.

4

Lafayette Square USA, Inc.

Consolidated Statements of Operations

(dollar amounts in thousands, except per share data or otherwise noted)

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
	(unaudited)	(unaudited)
Investment Income:
Interest income from non-controlled/non-affiliated investments:
Cash	$16,503	$8,793
Fee income	727	213
Interest income from non-controlled/affiliated investments:
Cash	647	823
Interest from cash and cash equivalents	1,438	936
Total investment income	19,315	10,765
Expenses:
Interest and financing expenses (see Note 5)	$6,015	$922
Incentive fee (see Note 6)	1,514	1,169
Management fee (see Note 6)	1,478	742
General and administrative expenses	250	330
Administrative services fee (see Note 6)	450	506
Professional fees	309	377
Directors' fees	80	80
Income tax expense	629	—
Total expenses	10,725	4,126
Net investment income (loss)	8,590	6,639
Net realized and unrealized gains (losses) on investment transactions:
Net realized gains (losses) on investments:
Net realized gains (losses) on investments in non-controlled/non-affiliated investments	58	—
Total net realized gains (losses) on investments	58	—
Net change in unrealized gains (losses) on investments:
Net change in unrealized gains (losses) on investments in non-controlled/non- affiliated investments	899	1,130
Net change in unrealized gains (losses) on investments in non-controlled/affiliated investments	1,600	99
Total net change in unrealized gains (losses) on investments	2,499	1,229
Net increase (decrease) in net assets resulting from operations	$11,147	$7,868
Weighted average common shares outstanding	23,977,487	21,581,652
Net investment income (loss) per common share (basic and diluted)	$0.36	$0.31
Earnings (loss) per common share (basic and diluted)	$0.46	$0.36

The accompanying notes are an integral part of these consolidated financial statements.

5

Lafayette Square USA, Inc.

Consolidated Statements of Changes in Net Assets

(dollar amounts in thousands, except per share data or otherwise noted)

	Common Stock
	Shares	Par Amount*	Paid in Capital Excess of Par	Distributable Earnings (Losses)	Total net assets
Balance, December 31, 2023	21,502,768	$22	$317,677	$1,540	$319,239
Capital transactions:
Issuance of common stock	—	—	—	—	—
Reinvestment of stockholder distributions	81,573	—	1,206	—	1,206
Net increase in net assets from capital transactions	81,573	—	1,206	—	1,206
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)	—	—	—	6,639	6,639
Net change in unrealized gain (losses)	—	—	—	1,229	1,229
Total increase (decrease) in net assets resulting from operations	—	—	—	7,868	7,868
Distributions to stockholders from:
Distributable earnings	—	—	—	(6,475)	(6,475)
Total distributions to stockholders	—	—	—	(6,475)	(6,475)
Total increase (decrease) for the three months ended March 31, 2024	81,573	—	1,206	1,393	2,599
Balance, March 31, 2024	21,584,341	$22	$318,883	$2,933	$321,838
	Common Stock
	Shares	Par Amount	Paid in Capital Excess of Par	Distributable Earnings (Losses)	Total net assets
Balance at December 31, 2024	23,797,438	$24	$351,181	$1,201	$352,406
Capital transactions:
Issuance of common stock	116,132	—	1,721	—	1,721
Reinvestment of stockholder distributions	182,443	—	2,692	—	2,692
Net increase in net assets from capital transactions	298,575	—	4,413	—	4,413
Net increase (decrease) in net assets resulting from operations:
Net  investment income (loss)	—	—	—	8,590	8,590
Net realized gain (loss)	—	—	—	58	58
Net change in unrealized gain (losses)	—	—	—	2,499	2,499
Total increase (decrease) in net assets resulting from operations	—	—	—	11,147	11,147
Distributions to stockholders from:
Distributable earnings	—	—	—	(8,393)	(8,393)
Total distributions to stockholders	—	—	—	(8,393)	(8,393)
Total increase (decrease) for the three months ended March 31, 2025	298,575	—	4,413	2,754	7,167
Balance, March 31, 2025	24,096,013	$24	$355,594	$3,955	$359,573

The accompanying notes are an integral part of these consolidated financial statements.

6

Lafayette Square USA, Inc.

Consolidated Statements of Cash Flows

(dollar amounts in thousands, except per share data or otherwise noted)

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
	(unaudited)	(unaudited)
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$11,147	$7,868
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized (gain) loss on investments	(58)	—
Net change in unrealized (gain) loss on investments	(2,499)	(1,229)
Purchases of investments	(189,022)	(59,744)
Net accretion of discount on investments	(614)	(244)
Proceeds from sales and repayments of investments	80,555	3,403
Amortization of deferred financing costs	369	185
Changes in operating assets and liabilities:
Interest receivable	(964)	(93)
Due from affiliate	71	—
Other assets	(336)	(14)
Deferred revenue payable	(1,181)	—
Accounts payable and accrued expenses	292	(330)
Management fee payable	103	137
Incentive fee payable	(64)	604
Administrative services fee payable	—	(385)
Interest and financing payable	(1,745)	(554)
Income tax payable	629	—
Due to affiliate	232	34
Net cash provided by (used in) operating activities	(103,085)	(50,362)
Cash flows from financing activities
Proceeds from issuance of shares of common stock	1,721	—
Distributions paid	(5,161)	(2,731)
Proceeds from secured borrowings	113,750	38,400
Repayments of secured borrowings	(72,500)	(27,500)
Proceeds from SBA-guaranteed debentures	9,995	5,960
Deferred financing costs paid	(604)	(303)
Net cash provided by (used in) financing activities	47,201	13,826
Net increase (decrease) in cash and cash equivalents	(55,884)	(36,536)
Cash and cash equivalents at beginning of period	202,452	109,771
Cash and cash equivalents at end of period	$146,568	$73,235
Supplemental information:
Cash paid for interest	$7,369	$1,328
Shares issued from dividend reinvestment plan	$2,692	$1,206
Accrual for deferred financing costs	$8,810	$1,212

The accompanying notes are an integral part of these consolidated financial statements.

7

Lafayette Square USA, Inc.

Consolidated Schedule of Investments

March 31, 2025

Company (1)(3)(11)(13)	Footnotes	Investment Type	Reference Rate and Spread		Interest Rate	Acquisition Date	Maturity Date	Par Amount/ Shares (4)	Amortized Cost	Fair Value	Percentage of Net Assets (5)
Non-controlled/non-affiliated investments
Aerospace & Defense
C Speed LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	6.00%	—%	10/1/2024	10/1/2029	$—	$(46)	$—	—%
C Speed LLC	(6)(7)(12)	First lien senior secured loan	S+	6.00%	10.30%	10/1/2024	10/1/2029	15,224	15,091	15,224	4.2%
									15,045	15,224	4.2%
Application Software
CentralBDC Enterprises, LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	5.00%	9.30%	6/25/2024	6/11/2029	1,642	1,629	1,642	0.5%
CentralBDC Enterprises, LLC	(6)(7)(12)	First lien senior secured loan	S+	5.00%	9.30%	6/25/2024	6/11/2029	16,716	16,622	16,716	4.6%
									18,251	18,358	5.1%
Business Support Services
Flatworld Intermediate Corporation	(6)(7)(8)	First lien senior secured loan	S+	5.50%	—%	3/25/2025	3/25/2030	—	(75)	—	—%
Flatworld Intermediate Corporation	(6)(7)	First lien senior secured loan	S+	5.50%	9.80%	3/25/2025	3/25/2030	25,000	24,751	24,751	6.9%
									24,676	24,751	6.9%
Commercial Services & Supplies
Rotolo Consultants, Inc.	(6)(7)(8)	First lien senior secured loan	S+	5.50%	—%	1/31/2025	1/31/2031	—	(24)	—	—%
Rotolo Consultants, Inc.	(6)(7)(8)	First lien senior secured loan	S+	5.50%	—%	1/31/2025	1/31/2031	—	(58)	—	—%
Rotolo Consultants, Inc.	(6)(7)	First lien senior secured loan	S+	5.50%	9.80%	1/31/2025	1/31/2031	20,232	20,207	20,232	5.6%
TEC Services LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	5.75%	—%	1/09/2025	12/31/2029	—	—	—	—%
TEC Services LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	5.75%	10.14%	1/09/2025	12/31/2029	400	400	400	0.1%
TEC Services LLC	(6)(7)(12)	First lien senior secured loan	S+	5.75%	10.14%	1/09/2025	12/31/2029	9,975	9,975	9,975	2.8%
Zero Waste Recycling LLC	(6)(7)	First lien senior secured loan	S+	6.45%	11.02%	6/29/2022	5/15/2026	4,965	5,050	4,964	1.4%
Zero Waste Recycling LLC	(6)(7)	First lien senior secured loan	S+	6.45%	11.02%	6/29/2022	5/15/2026	13,155	13,104	13,155	3.7%
ZWR Holdings, Inc.		Subordinated debt	14.00% (Inc. 10.00% PIK)		14.00%	8/16/2021	2/16/2027	1,773	1,773	1,749	0.5%
ZWR Holdings, Inc.		Warrants				8/16/2021		24,953	—	—	—%
									50,427	50,475	14.1%
Construction & Engineering
Synergi, LLC	(6)(7)	First lien senior secured loan	S+	7.45%	12.01%	12/19/2022	12/17/2027	16,380	16,291	16,339	4.5%
Synergi, LLC	(6)(7)(8)	First lien senior secured loan	S+	7.45%	12.01%	12/19/2022	12/17/2027	938	917	935	0.3%
									17,208	17,274	4.8%
Diversified Financial Services
Core Capital Partners II-S LP	(6)(7)(8)	First lien senior secured loan	S+	7.50%	11.80%	10/11/2024	10/11/2027	1,617	1,506	1,617	0.4%
Core Capital Partners II-S LP	(6)(7)	First lien senior secured loan	S+	7.50%	11.80%	10/11/2024	10/11/2027	28,000	27,747	28,000	7.8%
									29,253	29,617	8.2%
Diversified Telecommunication Services
Johnsoncomm LLC	(6)(7)(15)	First lien senior secured loan	S+	6.90%	11.20%	1/31/2025	1/31/2030	19,000	18,826	18,826	5.2%
									18,826	18,826	5.2%
Electrical Equipment
Electro Technical Industries, LLC	(8)(12)	First lien senior secured loan	S+	6.00%	—%	3/31/2025	3/31/2030	—	(17)	—	—%

8

Lafayette Square USA, Inc.

Consolidated Schedule of Investments (continued)

March 31, 2025

Company (1)(3)(11)(13)	Footnotes	Investment Type	Reference Rate and Spread		Interest Rate	Acquisition Date	Maturity Date	Par Amount/ Shares (4)	Amortized Cost	Fair Value	Percentage of Net Assets (5)
Electro Technical Industries, LLC	(12)	First lien senior secured loan	S+	6.00%	10.30%	3/31/2025	3/31/2030	12,778	12,682	12,682	3.5%
									12,665	12,682	3.5%
Food Products
Capital City LLC	(6)(7)(8)(12) (15)	First lien senior secured loan	S+	8.00%	12.30%	9/20/2024	9/20/2029	630	608	624	0.2%
Capital City LLC	(6)(7)(12)(15)	First lien senior secured loan	S+	8.00%	12.30%	9/20/2024	9/20/2029	498	493	493	0.1%
									1,101	1,117	0.3%
Gas Utilities
TCFIII Owl Buyer LLC	(6)(7)	First lien senior secured loan	S+	5.50%	9.94%	1/31/2023	4/17/2026	10,759	10,721	10,759	3.0%
									10,721	10,759	3.0
Health Care Equipment & Services
MSPB MSO, LLC	(6)(7)	First lien senior secured loan	S+	6.50%	10.80%	11/10/2023	11/10/2028	9,863	9,834	9,863	2.7%
MSPB MSO, LLC	(6)(7)(8)	First lien senior secured loan	S+	6.50%	10.80%	11/10/2023	11/10/2028	1,695	1,634	1,695	0.5%
MSPB MSO, LLC	(6)(7)	First lien senior secured loan	S+	6.50%	10.80%	11/10/2023	11/10/2028	8,391	8,322	8,391	2.3%
									19,790	19,949	5.5%
Health Care Providers & Services
Salt Dental Collective LLC	(6)(7)	First lien senior secured loan	S+	6.75%	11.17%	3/20/2023	2/15/2028	17,723	17,569	17,723	4.9%
									17,569	17,723	4.9%
Hotels, Restaurants & Leisure
Aetius Holdings, LLC	(6)(7)	First lien senior secured loan	S+	7.00%	11.56%	1/25/2023	7/31/2025	979	974	979	0.3%
LC Hospitality, LLC	(6)(7)(12)	First lien senior secured loan	S+	5.45%	9.75%	7/25/2024	7/25/2031	10,084	10,005	10,084	2.8%
Liberty Lenwich Holdings LLC	(6)(7)(8)(15)	First lien senior secured loan	S+	5.75%	—%	2/28/2025	2/28/2031	—	(15)	—	—%
Liberty Lenwich Holdings LLC	(6)(7)(15)	First lien senior secured loan	S+	5.75%	10.05%	2/28/2025	2/28/2031	14,550	14,405	14,405	4.0%
Liberty Lenwich Holdings LLC	(6)(7)(8)(15)	First lien senior secured loan	S+	5.75%	—%	2/28/2025	2/28/2031	—	(30)	—	—%
									25,339	25,468	7.1%
Independent Power & Renewable
National Carbon Technologies – California, LLC	(8)	First lien senior secured loan		12.25%	12.25%	5/31/2024	5/31/2029	8,400	8,400	8,400	2.3%
									8,400	8,400	2.3%
Electric Utilities
truCurrent LLC	(6)(7)(8)	First lien senior secured loan	S+	7.25%	11.55%	2/12/2024	2/12/2029	10,000	9,904	10,000	2.8%
truCurrent LLC	(6)(7)	First lien senior secured loan	S+	7.25%	11.55%	2/12/2024	2/12/2029	12,500	12,401	12,500	3.5%
									22,305	22,500	6.3%
Insurance
Arrowhead Capital Group LLC		Equity				2/28/2025		15,000,000	15,000	15,000	4.2%
									15,000	15,000	4.2%
IT Services
Dartpoints Operating Company, LLC	(6)(7)(9)(12)	First lien senior secured loan	S+	8.63%	13.04%	5/1/2023	5/14/2026	3,425	3,405	3,425	1.0%
DRS Imaging Services LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	6.75%	—%	3/28/2025	3/28/2030	—	(56)	—	—%
DRS Imaging Services LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	6.75%	—%	3/28/2025	3/28/2030	—	(70)	—	—%

9

Lafayette Square USA, Inc.

Consolidated Schedule of Investments (continued)

March 31, 2025

Company (1)(3)(11)(13)	Footnotes	Investment Type	Reference Rate and Spread		Interest Rate	Acquisition Date	Maturity Date	Par Amount/ Shares (4)	Amortized Cost	Fair Value	Percentage of Net Assets (5)
DRS Imaging Services LLC	(6)(7)(12)	First lien senior secured loan	S+	6.75%	11.05%	3/28/2025	3/28/2030	8,200	8,057	8,057	2.2%
Xpect Solutions, LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	5.75%	10.05%	10/7/2024	10/7/2029	7,481	7,440	7,481	2.1%
Xpect Solutions, LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	5.75%	—%	10/7/2024	10/7/2029	—	(18)	—	—%
Xpect Solutions, LLC	(6)(7)(12)	First lien senior secured loan	S+	5.75%	10.05%	10/7/2024	10/7/2029	22,388	22,186	22,388	6.2%
									40,944	41,351	11.5%
Interactive Media & Services
Dance Nation Holdings LLC	(6)(7)(8)	First lien senior secured loan	S+	6.95%	11.51%	8/24/2023	8/24/2028	31,822	31,506	31,822	8.8%
Dance Nation Holdings LLC	(6)(7)(8)	First lien senior secured loan	S+	6.95%	—%	8/24/2023	8/24/2028	—	(30)	—	—%
Dance Nation Topco LLC		Preferred Equity				8/24/2023		1,652,200	1,652	2,197	0.6%
									33,128	34,019	9.4%
Media
Direct Digital Holdings, LLC	(6)(7)	First lien senior secured loan	S+	8.45%	12.91%	6/29/2022	12/3/2026	7,596	7,581	7,197	2.0%
Direct Digital Holdings, LLC	(6)(7)	First lien senior secured loan	S+	8.45%	12.91%	6/29/2022	12/3/2026	20,766	20,580	19,676	5.5%
Direct Digital Holdings, LLC	(6)(7)	First lien senior secured loan	S+	8.45%	12.93%	6/29/2022	12/3/2026	6,000	6,000	5,685	1.6%
									34,161	32,558	9.1%
Pharmaceuticals
Med Learning Group, LLC	(6)(7)	First lien senior secured loan	S+	6.25%	10.55%	3/26/2024	12/30/2027	15,531	15,407	15,531	4.3%
Med Learning Group, LLC	(6)(7)(8)	First lien senior secured loan	S+	6.25%	10.55%	3/26/2024	12/30/2027	854	839	854	0.2%
									16,246	16,385	4.5%
Professional Services
M&S Acquisition Corporation	(6)(7)(12)	First lien senior secured loan	S+	6.50%	11.06%	12/19/2023	12/19/2028	42,110	41,795	42,110	11.7%
M&S Acquisition Corporation	(6)(7)(12)	First lien senior secured loan	S+	6.50%	11.06%	3/6/2025	12/19/2028	1,416	1,402	1,416	0.4%
Oakwell Holding LLC	(15)	Convertible Note		10.00%	10.00%	12/23/2024	12/31/2028	1,500	1,500	1,500	0.4%
ZRG Partners LLC	(6)(7)(8)	First lien senior secured loan	S+	6.00%	10.28%	10/21/2024	6/14/2029	3,536	3,507	3,536	1.0%
ZRG Partners LLC	(6)(7)(8)	First lien senior secured loan	P+	5.00%	12.50%	10/21/2024	6/14/2029	1,347	1,329	1,347	0.4%
ZRG Partners LLC	(6)(7)	First lien senior secured loan	S+	6.00%	10.30%	10/21/2024	6/14/2029	11,369	11,294	11,369	3.2%
									60,827	61,278	17.1%
Real Estate Management & Development
Standard Real Estate Investments LP	(6)(7)	First lien senior secured loan	S+	8.70%	13.26%	10/6/2023	10/6/2026	2,000	1,989	1,988	0.6%
Standard Real Estate Investments LP	(6)(7)	First lien senior secured loan	S+	8.70%	13.26%	10/6/2023	10/6/2026	3,000	2,982	2,982	0.8%
									4,971	4,970	1.4%
Restaurants
Café Zupas, L.C	(6)(7)(8)(12)	First lien senior secured loan	S+	7.00%	11.31%	11/20/2023	12/31/2027	3,121	3,098	3,121	0.9%
Café Zupas, L.C	(6)(7)(8)(12)	First lien senior secured loan	S+	7.00%	—%	11/20/2023	12/31/2027	—	(4)	—	—%
Café Zupas, L.C	(6)(7)(12)	First lien senior secured loan	S+	7.00%	11.32%	11/20/2023	12/31/2027	8,359	8,299	8,359	2.3%
									11,393	11,480	3.2%
Road & Rail
160 Driving Academy (a/k/a Rock Gate Capital, LLC)	(6)(7)(12)	First lien senior secured loan	S+	6.75%	11.05%	5/31/2024	5/30/2029	42,000	41,651	39,900	11.1%

10

Lafayette Square USA, Inc.

Consolidated Schedule of Investments (continued)

March 31, 2025

Company (1)(3)(11)(13)	Footnotes	Investment Type	Reference Rate and Spread		Interest Rate	Acquisition Date	Maturity Date	Par Amount/ Shares (4)	Amortized Cost	Fair Value	Percentage of Net Assets (5)
160 Driving Academy (a/k/a Rock Gate Capital, LLC)	(12)	Warrants				5/31/2024		166,108	—	—	—%
									41,651	39,900	11.1%
Specialized Consumer Services
Best Friends Pet Care Holdings Inc.	(6)(7)(12)	First lien senior secured loan	S+	6.95%	11.52%	12/21/2023	6/21/2028	24,632	24,360	24,571	6.8%
Best Friends Pet Care Holdings Inc.	(6)(7)(12)	First lien senior secured loan	S+	6.95%	11.52%	12/21/2023	6/21/2028	15,656	15,477	15,617	4.3%
									39,837	40,188	11.1%
Transportation Infrastructure
H.W. Lochner, Inc.	(6)(7)	First lien senior secured loan	S+	6.25%	10.69%	3/29/2023	7/2/2027	3,973	3,894	3,973	1.1%
H.W. Lochner, Inc.	(6)(7)	First lien senior secured loan	S+	6.25%	10.69%	1/31/2025	7/2/2027	3,668	3,668	3,668	1.0%
Trilon Group, LLC	(6)(7)	First lien senior secured loan	S+	5.50%	9.81%	3/24/2023	5/25/2029	4,730	4,728	4,730	1.3%
Trilon Group, LLC	(6)(7)	First lien senior secured loan	S+	5.50%	9.93%	3/24/2023	5/25/2029	1,013	1,013	1,013	0.3%
Trilon Group, LLC	(6)(7)(8)	First lien senior secured loan	S+	5.50%	—%	3/24/2023	5/25/2029	16	(7)	—	—%
Tyler Distribution Centers LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	5.13%	9.43%	3/12/2025	3/12/2030	1,700	1,640	1,683	0.5%
Tyler Distribution Centers LLC	(6)(7)(12)	First lien senior secured loan	S+	5.13%	9.43%	3/12/2025	3/12/2030	32,000	31,681	31,681	8.8%
									46,617	46,748	13.0%
Water Utilities
Ironhorse Purchaser, LLC	(6)(7)(8)	First lien senior secured loan	S+	5.25%	—%	12/21/2023	9/30/2027	—	(85)	—	—%
Ironhorse Purchaser, LLC	(6)(7)	First lien senior secured loan	S+	5.25%	9.57%	12/21/2023	9/30/2027	9,995	9,858	9,995	2.8%
Puris LLC	(6)(7)(12)	First lien senior secured loan	S+	5.75%	10.05%	2/20/2025	6/28/2029	597	597	597	0.2%
Puris LLC	(6)(7)(12)	First lien senior secured loan	S+	5.75%	10.05%	6/28/2024	6/28/2029	2,828	2,810	2,828	0.9%
									13,180	13,420	3.9%
Total non-controlled/non-affiliated investments									649,531	650,420	180.9%
Non-controlled/affiliated investments (10)
Commercial Services & Supplies
IVM GK9 Holdings LLC		Equity				10/07/2022		14,969	4,881	6,715	1.9%
									4,881	6,715	1.9%
Diversified Consumer Services
3360 Frankford LLC	(17)	Equity				9/23/2024		2,458,671	2,459	2,459	0.7%
									2,459	2,459	0.7%
Hotels, Restaurants & Leisure
Liberty Top Holdings, LLC	(15)(18)	Equity				2/28/2025		3,000,000	3,000	3,000	0.8%
									3,000	3,000	0.8%
Total non-controlled/affiliated investments									10,340	12,174	3.4%
Controlled/affiliated investments (10)
Professional Services
Worker Solutions LLC	(16)	Equity				12/30/2024		1,350,000	1,350	1,350	0.4%
									1,350	1,350	0.4%
Real Estate Management & Development

11

Lafayette Square USA, Inc.

Consolidated Schedule of Investments (continued)

March 31, 2025

Company (1)(3)(11)(13)	Footnotes	Investment Type	Reference Rate and Spread	Interest Rate	Acquisition Date	Maturity Date	Par Amount/ Shares (4)	Amortized Cost	Fair Value	Percentage of Net Assets (5)
Neighborhood Grocery Catalyst Fund LLC	(2)(8)(14)	Equity			3/28/2024		4,781,250	4,781	4,781	1.3%
								4,781	4,781	1.3%
Total controlled/affiliated investments								6,131	6,131	1.7%
Total Portfolio Investments								$666,002	$668,725	186.0%

(1)	Unless otherwise indicated, all investments are considered Level 3 investments. The fair value of the investment was determined using significant unobservable inputs. See Note 4 "Fair Value Measurement of Investments."
(2)	Represents an investment that is not a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940 Act”). As of March 31, 2025, non-qualifying assets represent 0.6% of the Company’s total assets. As a BDC, the Company generally has to invest at least 70% of its total assets in qualifying assets.
(3)	All investments are denominated in U.S. dollars unless otherwise noted.
(4)	The total funded par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments.
(5)	Percentage is based on net assets of $359,573 as of March 31, 2025.
(6)	Loan includes interest rate floor feature, which generally ranges from 1.00% to 4.00%.
(7)	Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to the Secured Overnight Financing Rate ("SOFR" or "S") or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of March 31, 2025. As of March 31, 2025, the reference rates for our variable rate loans were the 90-day SOFR at 4.29%, 180-day SOFR at 4.19%, and 30-day SOFR at 4.32%.
(8)	Position or portion thereof is an unfunded loan or equity commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of March 31, 2025:

12

Lafayette Square USA, Inc.

Consolidated Schedule of Investments (continued)

March 31, 2025

Investments	Unused Fee Rate	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
First Lien Debt
C Speed LLC	0.50%	Revolver	10/01/2029	5,000	—
Café Zupas, L.C	0.50%	Delayed Draw Term Loan	12/31/2027	223	—
Café Zupas, L.C	0.50%	Revolver	12/31/2027	557	—
Capital City LLC	—%	Delayed Draw Term Loan	9/20/2029	2,500	(5)
CentralBDC Enterprises, LLC	0.50%	Revolver	6/11/2029	1,516	—
Core Capital Partners II-S LP	—%	Revolver	10/11/2027	10,383	—
Dance Nation Holdings LLC	0.50%	Revolver	8/24/2028	4,131	—
DRS Imaging Services LLC	0.50%	Delayed Draw Term Loan	3/28/2030	7,500	—
DRS Imaging Services LLC	0.50%	Revolver	3/28/2030	4,000	—
Electro Technical Industries, LLC	0.50%	Revolver	3/31/2030	2,222	—
Flatworld Intermediate Corporation	0.50%	Revolver	3/25/2030	7,500	—
Ironhorse Purchaser, LLC	1.00%	Delayed Draw Term Loan	9/30/2027	6,377	—
Liberty Lenwich Holdings LLC	0.50%	Revolver	2/28/2031	3,000	—
Liberty Lenwich Holdings LLC	0.50%	Delayed Draw Term Loan	2/28/2031	3,000	—
Med Learning Group LLC	1.00%	Delayed Draw Term Loan	12/30/2027	3,425	—
MSPB MSO, LLC	0.38%	Revolver	11/10/2028	6,781	—
National Carbon Technologies – California, LLC	2.50%	Bonds	5/31/2029	11,600	—
Rotolo Consultants, Inc.	—%	Delayed Draw Term Loan	1/31/2031	6,573	—
Rotolo Consultants, Inc.	0.50%	Revolver	1/31/2031	16,000	—
Synergi, LLC	0.50%	Revolver	12/17/2027	2,812	(2)
TEC Services LLC	1.00%	Delayed Draw Term Loan	1/09/2031	3,000	—
TEC Services LLC	0.50%	Revolver	1/09/2031	1,600	—
Trilon Group, LLC	0.50%	Revolver	5/25/2029	900	—
truCurrent LLC	0.50%	Delayed Draw Term Loan	2/12/2029	15,000	—
Tyler Distribution Centers LLC	0.50%	Revolver	3/12/2030	4,300	(12)
Xpect Solutions, LLC	0.50%	Revolver	10/07/2029	2,500	—
Xpect Solutions, LLC	0.50%	Delayed Draw Term Loan	10/07/2029	2,000	—
ZRG Partners LLC	1.00%	Delayed Draw Term Loan	6/14/2029	2,492	—
ZRG Partners LLC	0.50%	Revolver	6/14/2029	1,179	—
Equity
Neighborhood Grocery Catalyst Fund LLC	—%	Equity	—	7,719	—
Worker Solutions LLC	—%	Equity	—	2,150	—
				$147,940	$(19)

13

Lafayette Square USA, Inc.

Consolidated Schedule of Investments (continued)

March 31, 2025

(9)

The Company categorized its unitranche loan as First Lien Senior Secured Loan. The First Lien Senior Secured Loan is comprised of two components: a first out tranche (“First Out”) and last out tranche (“Last Out”). The Company syndicates the First Out tranche and retains the Last Out tranche. The First Out and Last Out tranches have the same maturity date. Interest disclosed reflects the contractual rate of First Lien Senior Secured Loan. The First Out tranche has priority over the Last Out tranche with respect to payments of principal, interest and any amounts due thereunder. The Company may be entitled to receive additional interest as a result of the Agreement Among Lenders (“AAL”) entered into with the First Out lender. In exchange for the higher interest rate, the Last Out tranche is at a greater risk of loss.

(10)

Under the 1940 Act, the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of March 31, 2025, the Company’s non-controlled/affiliated investments and controlled/affiliated investments were as follows:

Non-controlled/affiliated investments	Fair Value as of December 31, 2024	Gross Additions	Gross Reductions	Change in Unrealized Gains (Losses)	Fair Value as of March 31, 2025	Investment Income
GK9 Global Companies, LLC	$22,124	$115	$(22,124)	$(115)	$—	$647
IVM GK9 Holdings LLC	5,000	—	—	1,715	6,715	—
3360 Frankford LLC	2,459	—	—	—	2,459	—
Liberty Top Holdings, LLC	—	3,000	—	—	3,000	—
Non-controlled/affiliated investments	$29,583	$3,115	$(22,124)	$1,600	$12,174	$647

Controlled/affiliated investments	Fair Value as of December 31, 2024	Gross Additions	Gross Reductions	Change in Unrealized Gains (Losses)	Fair Value as of March 31, 2025	Investment Income
Neighborhood Grocery Catalyst Fund LLC	$4,219	$562	$—	$—	$4,781	$—
Worker Solutions LLC	350	1,000	—	—	1,350	—
Controlled/affiliated investments	$4,569	$1,562	$—	$—	$6,131	$—

(11)	Securities exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and may be deemed to be “restricted securities”. Except as noted by this footnote, all of the instruments on this table are subject to restrictions on resale.
(12)	Investments, or portion thereof, held by the SBIC subsidiary (as defined in Note 1).
(13)	Industries are classified by The Global Industry Classification Standard ("GICS").
(14)	The Company owns 31.25% of the equity interests in Neighborhood Grocery Catalyst Fund LLC.
(15)	Investments, or portion thereof, held by the SSBIC subsidiary (as defined in Note 1).
(16)	The Company owns 100.00% of the equity interests in Worker Solutions, LLC.
(17)	The Company owns a 66.40%% of the equity interests in 3360 Frankford LLC.
(18)	The Company owns a 7.02% share in Liberty Top Holdings, LLC.

The accompanying notes are an integral part of these consolidated financial statements.

14

Lafayette Square USA, Inc.

Consolidated Schedule of Investments

December 31, 2024

Company (1)(2)(3)(11)(13)	Footnotes	Investment Type	Reference Rate and Spread		Interest Rate	Acquisition Date	Maturity Date	Par Amount/ Shares (4)	Amortized Cost	Fair Value	Percentage of Net Assets (5)
Non-controlled/non-affiliated investments
Aerospace & Defense
C Speed LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	6.00%	10.33%	10/1/2024	10/1/2029	$1,000	$952	$991	0.3%
C Speed LLC	(6)(7)(12)	First lien senior secured loan	S+	6.00%	10.33%	10/1/2024	10/1/2029	15,262	15,117	15,117	4.3%
									16,069	16,108	4.6%
Application Software
CentralBDC Enterprises, LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	5.00%	9.33%	6/25/2024	6/11/2029	1,642	1,628	1,642	0.5%
CentralBDC Enterprises, LLC	(6)(7)(12)	First lien senior secured loan	S+	5.00%	9.33%	6/25/2024	6/11/2029	16,758	16,660	16,758	4.8%
									18,288	18,400	5.3%
Commercial Services & Supplies
Rotolo Consultants, Inc.	(6)(7)	First lien senior secured loan	S+	6.95%	11.73%	12/20/2022	1/15/2029	$20,282	$20,195	$20,282	5.8%
Zero Waste Recycling LLC	(6)(7)(8)	First lien senior secured loan	S+	6.45%	11.23%	6/29/2022	5/15/2026	4,597	4,664	4,597	1.3%
Zero Waste Recycling LLC	(6)(7)	First lien senior secured loan	S+	6.45%	11.04%	6/29/2022	5/15/2026	13,186	13,119	13,186	3.7%
ZWR Holdings, Inc.		Subordinated debt	14.00% (Inc. 10.00% PIK)		14.00%	8/16/2021	2/16/2027	1,738	1,738	1,712	0.5%
ZWR Holdings, Inc.		Warrants				8/16/2021		24,953	—	—	—%
									39,716	39,777	11.3%
Construction & Engineering
Synergi, LLC	(6)(7)	First lien senior secured loan	S+	7.50%	12.09%	12/19/2022	12/17/2027	17,561	17,449	17,451	5.0%
Synergi, LLC	(6)(7)(8)	First lien senior secured loan	S+	7.50%	—%	12/19/2022	12/17/2027	—	(22)	(23)	—%
									17,427	17,428	5.0%
Diversified Financial Services
Core Capital Partners II-S LP	(6)(7)(8)	First lien senior secured loan	S+	7.50%	11.83%	10/11/2024	10/11/2027	766	655	759	0.2%
Core Capital Partners II-S LP	(6)(7)	First lien senior secured loan	S+	7.50%	11.83%	10/11/2024	10/11/2027	28,000	27,733	27,733	7.9%
									28,388	28,492	8.1%
Food & Staples Retailing
Capital City LLC	(6)(7)(8)(15)	First lien senior secured loan	S+	8.00%	—%	9/20/2024	9/20/2029	—	(24)	—	—%
Capital City LLC	(6)(7)(15)	First lien senior secured loan	S+	8.00%	12.33%	9/20/2024	9/20/2029	499	494	494	0.1%
									470	494	0.1%
Gas Utilities
TCFIII Owl Buyer LLC	(6)(7)	First lien senior secured loan	S+	5.50%	9.96%	1/31/2023	4/17/2026	10,787	10,737	10,787	3.1%
TCFIII Owl Buyer LLC	(6)(7)	First lien senior secured loan	S+	5.50%	10.94%		4/17/2026	—	—	—	—%
									10,737	10,787	3.1
Health Care Equipment & Services
MSPB MSO, LLC	(6)(7)(8)	First lien senior secured loan	S+	5.75%	10.08%	11/10/2023	11/10/2028	9,863	9,758	9,863	2.8%
MSPB MSO, LLC	(6)(7)(8)	First lien senior secured loan	S+	5.75%	10.08%	11/10/2023	11/10/2028	1,695	1,629	1,695	0.5%
MSPB MSO, LLC	(6)(7)	First lien senior secured loan	S+	5.75%	10.08%	11/10/2023	11/10/2028	8,391	8,315	8,391	2.4%
									19,702	19,949	5.7%

15

Lafayette Square USA, Inc.

Consolidated Schedule of Investments (continued)

December 31, 2024

Company (1)(2)(3)(11)(13)	Footnotes	Investment Type	Reference Rate and Spread		Interest Rate	Acquisition Date	Maturity Date	Par Amount/ Shares (4)	Amortized Cost	Fair Value	Percentage of Net Assets (5)
Health Care Providers & Services
Salt Dental Collective LLC	(6)(7)	First lien senior secured loan	S+	6.75%	11.21%	3/20/2023	2/15/2028	17,768	17,595	17,768	5.0%
									17,595	17,768	5.0%
Hotels, Restaurants & Leisure
Aetius Holdings, LLC	(6)(7)	First lien senior secured loan	S+	7.00%	11.59%	1/25/2023	3/31/2025	1,034	1,027	1,034	0.3%
LC Hospitality, LLC	(6)(7)(12)	First lien senior secured loan	S+	5.50%	9.83%	7/25/2024	7/25/2031	9,843	9,661	9,843	2.8%
									10,688	10,877	3.1%
Independent Power & Renewable
National Carbon Technologies – California, LLC	(8)	First lien senior secured loan		12.25%	12.25%	5/31/2024	5/31/2029	8,400	8,388	8,388	2.4%
									8,388	8,388	2.4%
Electric Utilities
truCurrent LLC	(6)(7)(8)	First lien senior secured loan	S+	7.25%	—%	2/12/2024	2/12/2029	—	(103)	—	—%
truCurrent LLC	(6)(7)	First lien senior secured loan	S+	7.25%	11.58%	2/12/2024	2/12/2029	12,500	12,389	12,500	3.5%
									12,286	12,500	3.5%
IT Services
Dartpoints Operating Company, LLC	(6)(7)(9) (12)	First lien senior secured loan	S+	8.93%	13.62%	5/1/2023	5/14/2026	3,425	3,399	3,425	1.0%
Xpect Solutions, LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	5.75%	10.08%	10/7/2024	10/7/2029	7,500	7,452	7,427	2.1%
Xpect Solutions, LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	5.75%	10.08%	10/7/2024	10/7/2029	750	731	743	0.2%
Xpect Solutions, LLC	(6)(7)(12)	First lien senior secured loan	S+	5.75%	10.08%	10/7/2024	10/7/2029	22,444	22,225	22,225	6.3%
									33,807	33,820	9.6%
Interactive Media & Services
Dance Nation Holdings LLC	(6)(7)	First lien senior secured loan	S+	6.95%	11.54%	8/24/2023	8/24/2028	31,815	31,565	31,815	9.0%
Dance Nation Holdings LLC	(6)(7)(8)	First lien senior secured loan	S+	6.95%	11.54%	8/24/2023	8/24/2028	826	794	826	0.2%
Dance Nation Topco LLC		Preferred Equity				8/24/2023		1,652,200	1,652	1,652	0.5%
									34,011	34,293	9.7%
Media
Direct Digital Holdings, LLC	(6)(7)	First lien senior secured loan	S+	8.45%	13.11%	6/29/2022	12/3/2026	7,596	7,576	7,264	2.1%
Direct Digital Holdings, LLC	(6)(7)	First lien senior secured loan	S+	8.45%	12.93%	6/29/2022	12/3/2026	26,625	26,564	25,461	7.2%
									34,140	32,725	9.3%
Pharmaceuticals
Med Learning Group, LLC	(6)(7)	First lien senior secured loan	S+	6.25%	10.58%	3/26/2024	12/30/2027	15,570	15,439	15,570	4.4%
Med Learning Group, LLC	(6)(7)(8)	First lien senior secured loan	S+	6.25%	10.58%	3/26/2024	12/30/2027	856	839	856	0.2%
									16,278	16,426	4.6%
Professional Services
M&S Acquisition Corporation	(6)(7)(12)	First lien senior secured loan	S+	6.50%	11.09%	12/19/2023	12/19/2028	42,215	41,862	42,216	12.0%
Oakwell Holding LLC	(15)	Convertible Note		10.00%	10.00%	12/23/2024	12/31/2028	1,500	1,500	1,500	0.4%
ZRG Partners LLC	(6)(7)(8)	First lien senior secured loan	S+	6.00%	10.46%	10/21/2024	6/14/2029	2,600	2,568	2,580	0.7%

16

Lafayette Square USA, Inc.

Consolidated Schedule of Investments (continued)

December 31, 2024

Company (1)(2)(3)(11)(13)	Footnotes	Investment Type	Reference Rate and Spread		Interest Rate	Acquisition Date	Maturity Date	Par Amount/ Shares (4)	Amortized Cost	Fair Value	Percentage of Net Assets (5)
ZRG Partners LLC	(6)(7)(8)	First lien senior secured loan	P+	5.00%	12.50%	10/21/2024	6/14/2029	168	150	167	—%
ZRG Partners LLC	(6)(7)	First lien senior secured loan	S+	6.00%	10.66%	10/21/2024	6/14/2029	11,402	11,322	11,322	3.2%
									57,402	57,785	16.3%
Real Estate Management & Development
Standard Real Estate Investments LP	(6)(7)	First lien senior secured loan	S+	8.70%	13.29%	10/6/2023	10/6/2026	2,000	1,987	1,985	0.6%
Standard Real Estate Investments LP	(6)(7)	First lien senior secured loan	S+	8.70%	13.29%	10/6/2023	10/6/2026	3,000	2,978	2,978	0.8%
									4,965	4,963	1.4%
Restaurants
Café Zupas, L.C	(6)(7)(8) (12)	First lien senior secured loan	S+	7.00%	12.00%	11/20/2023	12/31/2027	3,121	3,095	3,112	0.9%
Café Zupas, L.C	(6)(7)(8)(12)	First lien senior secured loan	S+	7.00%	12.02%	11/20/2023	12/31/2027	334	330	333	0.1%
Café Zupas, L.C	(6)(7)(12)	First lien senior secured loan	S+	7.00%	12.02%	11/20/2023	12/31/2027	8,359	8,289	8,338	2.4%
									11,714	11,783	3.4%
Road & Rail
160 Driving Academy (a/k/a Rock Gate Capital, LLC)	(6)(7)(12)	First lien senior secured loan	S+	6.75%	11.08%	5/31/2024	5/30/2029	42,000	41,613	39,900	11.3%
160 Driving Academy (a/k/a Rock Gate Capital, LLC)	(12)	Warrants				5/31/2024		166,108	—	—	—%
									41,613	39,900	11.3%
Specialized Consumer Services
Best Friends Pet Care Holdings Inc.	(6)(7)(8) (12)	First lien senior secured loan	S+	6.45%	11.04%	12/21/2023	6/21/2028	24,632	24,396	24,632	7.0%
Best Friends Pet Care Holdings Inc.	(6)(7)(12)	First lien senior secured loan	S+	6.45%	11.04%	12/21/2023	6/21/2028	15,656	15,501	15,656	4.4%
									39,897	40,288	11.4%
Transportation Infrastructure
H.W. Lochner, Inc.	(6)(7)	First lien senior secured loan	S+	6.25%	10.99%	3/29/2023	7/2/2027	13,006	12,740	13,006	3.7%
Trilon Group, LLC	(6)(7)	First lien senior secured loan	S+	5.50%	10.31%	3/24/2023	5/25/2029	12,157	12,152	12,157	3.4%
Trilon Group, LLC	(6)(7)(8)	First lien senior secured loan	S+	5.50%	10.19%	3/24/2023	5/25/2029	1,253	1,253	1,253	0.4%
Trilon Group, LLC	(6)(7)(8)	First lien senior secured loan	S+	5.50%	10.25%	3/24/2023	5/25/2029	114	107	114	—%
									26,252	26,530	7.5%
Water Utilities
Ironhorse Purchaser, LLC	(6)(7)(8)	First lien senior secured loan	S+	5.25%	—%	12/21/2023	9/30/2027	—	(94)	—	—%
Ironhorse Purchaser, LLC	(6)(7)	First lien senior secured loan	S+	5.25%	9.61%	12/21/2023	9/30/2027	10,021	9,868	10,021	2.8%
Puris LLC	(6)(7)(12)	First lien senior secured loan	S+	5.75%	10.07%	6/28/2024	6/28/2029	13,433	13,338	13,433	3.9%
									23,112	23,454	6.7%
Total non-controlled/non-affiliated investments									522,945	522,935	148.4%
Non-controlled/affiliated investments (10)
Commercial Services & Supplies
GK9 Global Companies, LLC	(6)(7)(12)	First lien senior secured loan	S+	7.50%	12.09%	10/07/2022	10/07/2027	18,734	18,630	18,734	5.3%
GK9 Global Companies, LLC	(6)(7)(8)(12)	First lien senior secured loan	S+	7.50%	12.09%	10/07/2022	10/07/2027	3,390	3,379	3,390	1.0%
IVM GK9 Holdings LLC		Equity				10/07/2022		14,969	4,881	5,000	1.4%

17

Lafayette Square USA, Inc.

Consolidated Schedule of Investments (continued)

December 31, 2024

Company (1)(2)(3)(11)(13)	Footnotes	Investment Type	Reference Rate and Spread	Interest Rate	Acquisition Date	Maturity Date	Par Amount/ Shares (4)	Amortized Cost	Fair Value	Percentage of Net Assets (5)
								26,890	27,124	7.7%
Diversified Consumer Services
3360 Frankford LLC	(2)(17)	Equity			9/23/2024		2,458,671	2,459	2,459	0.7%
								2,459	2,459	0.7%
Total non-controlled/affiliated investments								29,349	29,583	8.4%
Controlled/affiliated investments (10)
Professional Services
Worker Solutions LLC	(16)	Equity			12/30/2024		350,000	350	350	0.1%
								350	350	0.1%
Real Estate Management & Development
Neighborhood Grocery Catalyst Fund LLC	(2)(8)(14)	Equity			3/28/2024		4,218,750	4,219	4,219	1.2%
								4,219	4,219	1.2%
Total controlled/affiliated investments								4,569	4,569	1.3%
Total Portfolio Investments								$556,863	$557,087	158.1%

(1)	Unless otherwise indicated, all investments are considered Level 3 investments. The fair value of the investment was determined using significant unobservable inputs. See Note 4 "Fair Value Measurement of Investments."
(2)	Represents an investment that is not a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940 Act”). As of December 31, 2024, non-qualifying assets represent 0.9% of the Company’s portfolio at fair value. As a BDC, the Company generally has to invest at least 70% of its total assets in qualifying assets.
(3)	All investments are denominated in U.S. dollars unless otherwise noted. The prior year table has been modified to conform to the current year.
(4)	The total funded par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments.
(5)	Percentage is based on net assets of $352,406 as of December 31, 2024.
(6)	Loan includes interest rate floor feature, which generally ranges from 1.00% to 4.00%.
(7)	Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to the Secured Overnight Financing Rate ("SOFR" or "S") or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2024. As of December 31, 2024, the reference rates for our variable rate loans were the 90-day  SOFR at 4.31% and 30-day SOFR at 4.33%.
(8)	Position or portion thereof is an unfunded loan or equity commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2024:

18

Lafayette Square USA, Inc.

Consolidated Schedule of Investments (continued)

December 31, 2024

Investments	Unused Fee Rate	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
First Lien Debt
Zero Waste Recycling LLC	0.50%	Delayed Draw Term Loan	5/15/2026	$380	$—
Ironhorse Purchaser, LLC	1.00%	Delayed Draw Term Loan	9/30/2027	6,377	—
Core Capital Partners II-S LP	—%	Revolver	10/11/2027	11,234	—
Synergi, LLC	0.50%	Revolver	12/17/2027	3,750	(23)
Med Learning Group LLC	1.00%	Delayed Draw Term Loan	12/30/2027	3,425	—
Café Zupas, L.C	0.50%	Delayed Draw Term Loan	12/31/2027	223	(1)
Café Zupas, L.C	0.50%	Revolver	12/31/2027	223	(1)
Dance Nation Holdings LLC	0.50%	Revolver	8/24/2028	3,304	—
MSPB MSO, LLC	0.38%	Delayed Draw Term Loan	11/10/2028	17,630	—
MSPB MSO, LLC	0.38%	Revolver	11/10/2028	6,781	—
truCurrent LLC	0.50%	Delayed Draw Term Loan	2/12/2029	25,000	—
Trilon Group, LLC	1.00%	Delayed Draw Term Loan	5/25/2029	1,347	—
Trilon Group, LLC	0.50%	Revolver	5/25/2029	801	—
National Carbon Technologies – California, LLC	2.50%	Bonds	5/31/2029	11,600	—
CentralBDC Enterprises, LLC	0.50%	Revolver	6/11/2029	1,516	—
ZRG Partners LLC	1.00%	Delayed Draw Term Loan	6/14/2029	3,435	—
ZRG Partners LLC	0.50%	Revolver	6/14/2029	2,357	—
Capital City LLC	—%	Delayed Draw Term Loan	9/20/2029	2,500	—
C Speed LLC	0.50%	Revolver	10/01/2029	4,000	—
Xpect Solutions, LLC	0.50%	Revolver	10/07/2029	2,500	—
Xpect Solutions, LLC	0.50%	Delayed Draw Term Loan	10/07/2029	1,250	—
Equity
Neighborhood Grocery Catalyst Fund LLC	—%	Equity	—	8,281	—
Worker Solutions LLC	—%	Equity	—	3,150	—
				$121,064	$(25)

(9)

The Company categorized its unitranche loan as First Lien Senior Secured Loan. The First Lien Senior Secured Loan is comprised of two components: a first out tranche (“First Out”) and last out tranche (“Last Out”). The Company syndicates the First Out tranche and retains the Last Out tranche. The First Out and Last Out tranches have the same maturity date. Interest disclosed reflects the contractual rate of First Lien Senior Secured Loan. The First Out tranche has priority over the Last Out tranche with respect to payments of principal, interest and any amounts due thereunder. The Company may be entitled to receive additional interest as a result of the Agreement Among Lenders (“AAL”) entered into with the First Out lender. In exchange for the higher interest rate, the Last Out tranche is at a greater risk of loss.

(10)

Under the 1940 Act, the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2024, the Company’s non-controlled/affiliated investments and controlled/affiliated investments were as follows:

19

Lafayette Square USA, Inc.

Consolidated Schedule of Investments (continued)

December 31, 2024

Non-controlled/affiliated investments	Fair Value as of December 31, 2023	Gross Additions	Gross Reductions	Change in Unrealized Gains (Losses)	Fair Value as of December 31, 2024	Investment Income
GK9 Global Companies, LLC	$22,350	$36	$(227)	$(35)	$22,124	$3,098
IVM GK9 Holdings LLC	4,901	—	—	99	5,000	84
3360 Frankford LLC	—	2,459	—	—	2,459	—
Non-controlled/affiliated investments	$27,251	$2,495	$(227)	$64	$29,583	$3,182
Controlled/affiliated investments	Fair Value as of December 31, 2023	Gross Additions	Gross Reductions	Change in Unrealized Gains (Losses)	Fair Value as of December 31, 2024	Investment Income
Neighborhood Grocery Catalyst Fund LLC	$—	$4,219	$—	$—	$4,219	$—
Worker Solutions LLC	—	350	—	—	350	—
Controlled/affiliated investments	$—	$4,569	$—	$—	$4,569	$—

(11)	Securities exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and may be deemed to be “restricted securities”. Except as noted by this footnote, all of the instruments on this table are subject to restrictions on resale.
(12)	Investments, or portion thereof, held by the SBIC subsidiary (as defined in Note 1).
(13)	Industries are classified by The Global Industry Classification Standard ("GICS").
(14)	The Company owns a 31.25% share in Neighborhood Grocery Catalyst Fund LLC.
(15)	Investments, or portion thereof, held by the SSBIC subsidiary (as defined in Note 1).
(16)	The Company owns a 100.00% share in Worker Solutions LLC.
(17)	The Company owns a 66.40% share in 3360 Frankford LLC.

The accompanying notes are an integral part of these consolidated financial statements.

20

Lafayette Square USA, Inc.

Notes to Consolidated Financial Statements

March 31, 2025

(dollar amounts in thousands, except per share data or otherwise noted)

Note 1. Organization

Lafayette Square USA, Inc. (the “Company,” which term refers to either Lafayette Square USA, Inc. or Lafayette Square

USA, Inc. together with its consolidated subsidiaries, as the context may require) is an externally managed, non-diversified,

closed-end investment company that has elected to be regulated as a business development company (“BDC”) under the

1940 Act. On May 16, 2022, Lafayette Square Empire BDC, Inc. filed with the Secretary of State of the State of Delaware

a Certificate of Amendment to its Certificate of Incorporation to change its corporate name from “Lafayette Square Empire

BDC, Inc.” to “Lafayette Square USA, Inc.,” effective May 16, 2022. In addition, for U.S. federal income tax purposes, the

Company adopted an initial tax year end of December 31, 2021, and was taxed as a corporation for the tax years ending

December 31, 2021 and December 31, 2022. The Company has elected to be treated, and intends to qualify annually

thereafter, as a RIC under Subchapter M of the Code. However, there is no guarantee that the Company will qualify to

make such an election for any future taxable year.

The Company is externally managed by its Adviser pursuant to the Investment Advisory Agreement. The Adviser is a

subsidiary of Lafayette Square Holding Company, LLC (together with its controlled subsidiaries, including the Adviser and

LS Administration, LLC, “Lafayette Square”).

The Company invests in businesses that are primarily domiciled, headquartered and/or have a significant operating

presence in each of the ten regions below (each, a “Target Region”), with a goal to invest at least 5% of its assets in each

Target Region over time. However, the Company anticipates that it could take time to invest substantially all of the capital

it expects to raise in a geographically diverse manner due to general market conditions, the time necessary to identify,

evaluate, structure, negotiate and close suitable investments in private middle market companies, and the potential for

allocations to other affiliated investment vehicles which focus their investments on a specific region. As a result, at any

point in time, the Company may have a disproportionate amount of investments in certain Target Regions, and there can be

no assurance that the Company will achieve geographic diversification across all ten Target Regions.

• Cascade Region: Alaska, Idaho, Oregon and Washington

• Empire Region: New York, New Jersey, Connecticut and Pennsylvania

• Far West Region: California, Hawaii and Nevada

• Four Corners Region: Arizona, Colorado, New Mexico and Utah

• Great Lakes Region: Illinois, Indiana, Michigan, Minnesota, Ohio and Wisconsin

• Gulf Coast Region: Arkansas, Louisiana, Oklahoma and Texas

• Mid-Atlantic Region: Delaware, Kentucky, Maryland, North Carolina, South Carolina, Tennessee, Virginia and West

  Virginia and the District of Columbia

• Northeast Region: Maine, Massachusetts, New Hampshire, Rhode Island and Vermont

• Plains Region: Iowa, Kansas, Missouri, Montana, Nebraska, North Dakota, South Dakota and Wyoming

• Southeast Region: Alabama, Georgia, Florida, Mississippi and the territory of Puerto Rico

The Company’s investment objective is to generate favorable risk-adjusted returns, including current income and capital

appreciation, from directly originated investments in middle market companies.

The Company invests primarily in first and second lien loans and, to a lesser extent, in subordinated and mezzanine loans

and equity and equity-like securities, including common stock, preferred stock and warrants. The Company defines middle

market companies as those with annual revenues between $10 million and $1 billion, and annual earnings before interest,

taxes, depreciation, and amortization (“EBITDA”) of between $10 million and $100 million, although the Company may

21

invest in larger or smaller companies. The Company also may purchase interests in loans, corporate bonds or other

instruments through secondary market transactions.

The Company previously formed wholly-owned subsidiaries, LS BDC Holdings, LLC, LS BDC Holdings (DN), LLC, LS

BDC Holdings (160), LLC and LS SBIC Holdings (160), LLC, each of which were Delaware limited liability companies,

to hold certain equity or equity-like investments in portfolio companies to which the Company has also made loans. In

addition, LS BDC Holdings (NGCF), LLC, a wholly-owned subsidiary of the Company, was formed to co-own and co-

manage NGCF Manager LLC (the "NGCF Manager") with the affiliate of a third-party investor.  The NGCF Manager

manages Neighborhood Grocery Catalyst Fund LLC (“NGCF”), a private real estate investment vehicle, whose investment

strategy focuses on necessity-based, ecommerce-resistant, and well-located neighborhood shopping centers anchored by

omni-channel grocers serving the essential needs of diverse communities.

In December of 2024, in an effort to simplify its internal structure, the Company consolidated its equity investments in LS

BDC Holdings, LLC. On December 18, 2024, LS BDC Holdings (NGCF), LLC transferred its interest in NGCF Manager

to LS BDC Holdings, LLC and on December 30, 2024, dissolved. On December 31, 2024, LS BDC Holdings (160), LLC

and LS BDC Holdings (DN), LLC merged into LS BDC Holdings, LLC. 

Additionally, the Company formed two wholly-owned subsidiaries, LS SBIC LP and LS SSBIC LP, each licensed by the

U.S. Small Business Administration (the “SBA”), to invest in eligible “small businesses” as defined by the SBA. LS SBIC

LP received its SBIC license on February 1, 2023 (made effective as of January 27, 2023) and LS SSBIC LP received its

SSBIC license on September 12, 2024. SBA regulations currently permit SBIC LP to borrow up to $175.0 million in SBA-

guaranteed debentures with at least $87.5 million in regulatory capital (as defined in the SBA regulations), and SSBIC

license to borrow an additional $175.0 million of SBA-guaranteed debentures with at least $87.5 million in regulatory

capital, subject to the SBA’s approval. As a result, the Company has access to up to $350.0 million in SBA-guaranteed

debentures amongst its family of SBIC funds under common control. The Company consolidates its wholly-owned

subsidiaries in these consolidated financial statements from the date of each subsidiary’s formation. All significant

intercompany transactions and balances have been eliminated in such consolidation.

Note 2. Significant Accounting Policies

Basis of Presentation

The following is a summary of significant accounting policies consistently followed by the Company in the preparation of

its consolidated financial statements. The Company is an investment company and accordingly applies specific accounting

and financial reporting requirements under Accounting Standards Codification, as issued by the Financial Accounting

Standards Board (“ASC”) Topic 946—Financial Services—Investment Companies (“Topic 946”). The accompanying

consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the

United States (“GAAP”) and pursuant to Articles 6, 10 and 12 of Regulation S-X. Certain reclassifications have been made

to certain prior period balances to conform with current presentation.

These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial

statements and notes related thereto for the year ended December 31, 2024, included in the Company’s annual report on

Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2025. The

results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full

fiscal year, any other interim period or any future year or period.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting

period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company deposits its cash in a financial institution and, at times, such deposits may exceed the Federal Deposit

Insurance Corporation insurance limits. As of March 31, 2025 and December 31, 2024, the Company held $146,568 and

22

$202,452 in cash and cash equivalents, respectively, of which no cash or cash equivalents were restricted. Of the total cash

and cash equivalents balance, $146,568 and $202,452 were held in an interest bearing accounts with U.S. Bank National

Association as of March 31, 2025 and December 31, 2024, respectively. For the three months ended March 31, 2025 and

March 31, 2024, the Company earned $1,438 and $936, respectively, in interest on cash and cash equivalents balances, and

the balance is included under Interest from cash and cash equivalents in the Consolidated Statements of Operations.

Organization and Offering Costs

Organization costs consist of costs incurred to establish the Company and enable it to do business legally. Organization

costs are expensed as incurred. Offering costs consist of costs incurred in connection with the offering of the common

stock of the Company.

The Company’s initial organizational costs incurred were expensed and initial offering costs are amortized over one year.

The Company may incur organization and offering expenses of up to $1 million in connection with the formation of the

Company and the offering of shares of its common stock, including the out-of-pocket expenses of the Adviser and its

agents and affiliates. The Company reimburses the Adviser for the organization and offering costs it incurs on the

Company’s behalf. If actual organization and offering costs incurred exceed $1 million, the Adviser or its affiliates will

bear the excess costs. As of March 31, 2025, the Company incurred $804 (since inception) of organization and offering

costs.

Deferred Financing Costs

Deferred financing costs, incurred in connection with any credit facility and SBA-guaranteed debentures (see Note 5) are

deferred and amortized over the life of the respective credit facility and SBA-guaranteed debentures.

Indemnifications

In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or

warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its

history and experience, management feels that the likelihood of such an event is remote.

Revenue Recognition

Investment transactions are accounted for on a trade-date basis. Realized gains or losses on investments are measured by

the difference between the net proceeds from the disposition and the amortized cost basis of investment using specific

identification method without regard to unrealized gains or losses previously recognized. The Company reports current

period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized

appreciation (depreciation) on investments in the Consolidated Statements of Operations.

Investment Income

Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent

that such amounts are collected. The Company records amortized or accreted discounts or premiums as interest income

using the effective interest method or straight-line interest method, as applicable, and adjusted only for material

amendments or prepayments. Dividend income, which represents dividends from equity investments and distributions from

subsidiaries, if any, is recognized on an accrual basis to the extent that the Company collects such amount.

Original Issue Discount

Discounts to par on portfolio securities are accreted into income over the tenor of the instrument. Any remaining discount

is accreted into income upon prepayment or redemption of the instrument. The Company then amortizes such amounts

using the effective interest method as interest income over the expected life of the investment.

PIK Interest

23

The Company may, from time to time, hold loans in its portfolio that contain a payment-in-kind (“PIK”) interest provision.

PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal

balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual

collection of PIK interest in cash may be deferred until the time of debt principal repayment.

PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income.

This affects the amount the Company would be required to distribute to its stockholders to maintain its tax treatment as a

RIC for federal income tax purposes, even though the Company has not yet collected the cash.

Fee Income

Origination fees received are recorded as deferred income and recognized as investment income over the term of the loan.

Upon prepayment of a loan, any unamortized origination fees are recorded as investment income. The Company receives

certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties,

structuring fees, covenant waiver fees and loan amendment fees, which are recorded as investment income when earned.

Non-accrual loans

A loan can be left on accrual status during the period the Company is pursuing repayment of the loan. Management reviews

all loans that become 90 days or more past due on principal and interest, or when there is reasonable doubt that principal or

interest will be collected, for possible placement on non-accrual status. When a loan is placed on non-accrual status, unpaid

interest credited to income is reversed. Additionally, any original issue discount and market discount are no longer accreted

to interest income as of the date such loan is placed on non-accrual status. Interest payments received on non-accrual loans

are recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-

accrual loans are restored to accrual status when past due principal and interest is paid, and, in management’s judgment,

future payments are likely to remain current.

Investment Classification

The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, the

Company is deemed to be an “Affiliated Person” of a portfolio company if it owns more than 5% of a portfolio company's

outstanding voting securities. The Company refers to such investments in Affiliated Persons as “Affiliated Investments.”

Under the 1940 Act, the Company is deemed to be an Affiliated Person and  to “control” a portfolio company if it owns

more than 25% of its outstanding voting securities and/or has the power to exercise control over the management or

policies of such portfolio company. Such investments in portfolio companies that the Company “controls” are referred to as

“Control Investments.”  Investments which are neither Control Investments or Affiliated Investments are referred to as

“Non-Controlled/Non-Affiliated Investments.”

Fair Value of Financial Instruments

The Company applies fair value to all of its financial instruments in accordance with ASC Topic 820—Fair Value

Measurement (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value

and requires disclosures for fair value measurements. In accordance with ASC Topic 820, the Company has categorized its

financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value

hierarchy.

The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of

factors, including, for example, the type of product, whether the product is new, whether the product is traded on an active

exchange or in the secondary market and the current market conditions. To the extent that the 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 by the Company in determining fair value is greatest for financial

instruments classified as Level 3.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith

pursuant to Rule 2a-5 under the 1940 Act and ASC Topic 820. As a general principle, the fair value of a security or other

asset is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

24

market participants at the measurement date. Pursuant to Rule 2a-5, the board of directors (the “Board”) has designated the

Adviser as the valuation designee (“Valuation Designee”) for the Company to perform the fair value determination relating

to all Company investments, subject to the oversight of the Board. The Adviser may carry out its designated

responsibilities as Valuation Designee through various teams and committees. The Valuation Designee’s Board-approved

policies and procedures govern the Valuation Designee’s selection and application of methodologies for determining and

calculating the fair value of Company investments. The Valuation Designee may value Company portfolio securities for

which market quotations are not readily available and other Company assets utilizing inputs from pricing sources,

quotation reporting systems, valuation agents and other third-party sources.

The Adviser has established a valuation committee (the “Valuation Committee”) to carry out the day-to-day fair valuation

responsibilities and has adopted policies and procedures to govern activities of the Valuation Committee and the

performance of functions required to determine the fair value of the Company’s investments in good faith. These functions

include periodically assessing and managing material risks associated with fair value determinations, selecting, applying,

reviewing, and testing fair value methodologies, monitoring for circumstances that may necessitate the use of fair value,

and overseeing and evaluating pricing services used.

Distributions

Distributions to common stockholders are recorded on the record date. Subject to the discretion of and as determined by the

Board, the Company will authorize and declare ordinary cash distributions approved by the Board on a quarterly basis. The

amount to be paid out as a dividend or distribution is determined by the Board each quarter and is generally based upon the

earnings estimated by management. Net realized capital gains, if any, are distributed to shareholders at least annually,

although the Company can retain such capital gains for investment in its discretion.

The Company has adopted a dividend reinvestment plan (the “DRIP”) that provides for reinvestment of any distributions

the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the

Board authorizes and the Company declares a cash distribution, then stockholders who have not “opted out” of the DRIP

will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than

receiving the cash distribution. Shares issued under the DRIP will be issued at a price per share equal to the most recent net

asset value (“NAV”) per share as determined by the Board (subject to adjustment to the extent required by Section 23 of

the 1940 Act).

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial

Accounting Standards Board (“FASB”). ASUs not listed below were assessed and either determined to be not applicable or

expected to have minimal impact on the Company’s consolidated financial statements.

Segment Reporting

In accordance with ASC Topic 280 – “Segment Reporting (ASC 280),” the Company has determined that it has a single

operating and reporting segment. As a result, the Company’s segment accounting policies are the same as described herein

and the Company does not have any intra-segment sales and transfers of assets.

The Company operates through a single operating and reporting segment with an investment objective to generate both

current income, and to a lesser extent, capital appreciation through debt and equity investments. The chief operating

decision maker (“CODM”) is comprised of the Company’s chief executive officer and chief financial officer and assesses

the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s

net increase in net assets resulting from operations (“net income”). In addition to numerous other factors and metrics, the

CODM utilizes net income as a key metric in determining the amount of dividends to be distributed to the Company’s

stockholders. As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the

accompanying consolidated balance sheet as “total assets” and the significant segment expenses are listed on the

accompanying consolidated statement of operations.

25

Note 3. Investments

The following tables show the composition of the Company’s investment portfolio, at amortized cost and fair value (with

corresponding percentage of total portfolio investments) as of March 31, 2025 and December 31, 2024.

	March 31, 2025
	Amortized Cost		Fair Value
First lien senior secured loans	$629,606	94.6%	$629,974	94.2%
Equity	31,471	4.7%	33,305	5.0%
Subordinated debt	1,773	0.3%	1,749	0.3%
Preferred equity	1,652	0.2%	2,197	0.3%
Convertible Note	1,500	0.2%	1,500	0.2%
Warrants	—	—%	—	—%
Total	$666,002	100.0%	$668,725	100.0%

	December 31, 2024
	Amortized Cost		Fair Value
First lien senior secured loans	$540,064	97.0%	$540,195	96.9%
Equity	11,909	2.1%	12,028	2.2%
Subordinated debt	1,738	0.3%	1,712	0.3%
Preferred equity	1,652	0.3%	1,652	0.3%
Convertible Note	1,500	0.3%	1,500	0.3%
Warrants	—	—%	—	—%
Total	$556,863	100.0%	$557,087	100.0%

The following tables show the composition of the Company’s investment portfolio by geographic region, at amortized cost

and fair value (with corresponding percentage of total portfolio investments) as of March 31, 2025 and December 31, 2024.

The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which

may not be indicative of the primary source of the portfolio company’s business:

	March 31, 2025
	Amortized Cost		Fair Value
Empire	$173,005	26.0%	$174,085	26.0%
Mid-Atlantic	149,002	22.3%	149,957	22.4%
Gulf Coast	113,717	17.1%	112,577	16.8%
Far West	96,296	14.5%	97,515	14.6%
Great Lakes	73,115	11.0%	71,481	10.7%
Southeast	24,671	3.7%	26,664	4.0%
Cascade	17,569	2.6%	17,723	2.7%
Four Corners	17,127	2.6%	17,223	2.6%
Northeast	1,500	0.2%	1,500	0.2%
Total	$666,002	100.0%	$668,725	100.0%

26

	December 31, 2024
	Amortized Cost		Fair Value
Mid-Atlantic	$127,815	22.9%	$128,238	23.1%
Gulf Coast	90,857	16.3%	90,079	16.2%
Empire	88,743	15.9%	89,350	16.0%
Far West	80,838	14.5%	81,472	14.6%
Great Lakes	77,697	14.0%	76,300	13.7%
Southeast	46,592	8.4%	47,073	8.4%
Four Corners	25,226	4.5%	25,307	4.5%
Cascade	17,595	3.2%	17,768	3.2%
Northeast	1,500	0.3%	1,500	0.3%
Total	$556,863	100.0%	$557,087	100.0%

The following tables show the composition of the Company’s investment portfolio by industry, at amortized cost and fair

value (with corresponding percentage of total portfolio investments) as of March 31, 2025 and December 31, 2024.

27

	March 31, 2025
	Amortized Cost		Fair Value
Professional Services	$62,177	9.3%	$62,628	9.3%
Commercial Services & Supplies	55,308	8.2%	57,190	8.5%
Transportation Infrastructure	46,617	7.0%	46,748	7.0%
IT Services	40,944	6.1%	41,351	6.2%
Specialized Consumer Services	39,837	6.0%	40,188	5.9%
Road & Rail	41,651	6.3%	39,900	5.9%
Interactive Media & Services	33,128	5.0%	34,019	5.1%
Media	34,161	5.1%	32,558	4.9%
Diversified Financial Services	29,253	4.4%	29,617	4.4%
Hotels, Restaurants & Leisure	28,339	4.3%	28,468	4.3%
Business Support Services	24,676	3.7%	24,751	3.7%
Electric Utilities	22,305	3.3%	22,500	3.4%
Health Care Equipment & Services	19,790	3.0%	19,949	3.0%
Diversified Telecommunication Services	18,826	2.8%	18,826	2.8%
Application Software	18,251	2.7%	18,358	2.7%
Health Care Providers & Services	17,569	2.6%	17,723	2.7%
Construction & Engineering	17,208	2.6%	17,274	2.6%
Pharmaceuticals	16,246	2.4%	16,385	2.5%
Aerospace & Defense	15,045	2.3%	15,224	2.3%
Insurance	15,000	2.3%	15,000	2.2%
Water Utilities	13,180	2.0%	13,420	2.0%
Electrical Equipment	12,665	1.9%	12,682	1.9%
Restaurants	11,393	1.7%	11,480	1.7%
Gas Utilities	10,721	1.6%	10,759	1.6%
Real Estate Management & Development	9,752	1.5%	9,751	1.5%
Independent Power & Renewable	8,400	1.3%	8,400	1.3%
Diversified Consumer Services	2,459	0.4%	2,459	0.4%
Food Products	1,101	0.2%	1,117	0.2%
Total	$666,002	100.0%	$668,725	100.0%

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	December 31, 2024
	Amortized Cost		Fair Value
Commercial Services & Supplies	$66,606	12.0%	$66,901	12.1%
Professional Services	57,752	10.4%	58,135	10.4%
Specialized Consumer Services	39,897	7.2%	40,288	7.2%
Road & Rail	41,613	7.5%	39,900	7.2%
Interactive Media & Services	34,011	6.1%	34,293	6.2%
IT Services	33,807	6.1%	33,820	6.1%
Media	34,140	6.1%	32,725	5.9%
Diversified Financial Services	28,388	5.1%	28,492	5.1%
Transportation Infrastructure	26,252	4.7%	26,530	4.8%
Water Utilities	23,112	4.2%	23,454	4.2%
Health Care Equipment & Services	19,702	3.5%	19,949	3.6%
Application Software	18,288	3.3%	18,400	3.3%
Health Care Providers & Services	17,595	3.2%	17,768	3.2%
Construction & Engineering	17,427	3.1%	17,428	3.1%
Pharmaceuticals	16,278	2.9%	16,426	2.9%
Aerospace & Defense	16,069	2.9%	16,108	2.9%
Electric Utilities	12,286	2.2%	12,500	2.2%
Restaurants	11,714	2.1%	11,783	2.1%
Hotels, Restaurants & Leisure	10,688	1.9%	10,877	2.0%
Gas Utilities	10,737	1.9%	10,787	1.9%
Real Estate Management & Development	9,184	1.6%	9,182	1.6%
Independent Power & Renewable	8,388	1.5%	8,388	1.5%
Diversified Consumer Services	2,459	0.4%	2,459	0.4%
Food & Staples Retailing	470	0.1%	494	0.1%
Total	$556,863	100.0%	$557,087	100.0%

Note 4. Fair Value Measurement of Investments

ASC Topic 820 defines fair value as the amount that would be received in the sale of an asset or paid in the transfer of a

liability in an orderly transaction between market participants at the measurement date. Where available, the Company uses

quoted market prices based on the last sales price on the measurement date.

In accordance with ASC Topic 820, the Company discloses the fair value of its investments in a hierarchy that prioritizes

the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based

upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest

priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). To the

extent that fair value is based on inputs that are less observable, the determination of fair value requires a significant

amount of management judgment.

The three-tier hierarchy of inputs is summarized below.

Level 1 - Quoted prices are available in active markets/exchanges for identical investments as of the reporting date.

Level 2 - Pricing inputs are observable inputs including, but not limited to, prices quoted for similar assets or liabilities

in active markets/exchanges or prices quoted for identical or similar assets or liabilities in markets that are not active,

and fair value is determined through the use of models or other valuation methodologies.

29

Level 3 - Pricing inputs are unobservable for the investment and include activities where there is little, if any, market

activity for the investment. The inputs into determination of fair value require significant management judgment and

estimation.

The inputs used by management in estimating the fair value of Level 3 investments may include valuations and other

reporting provided by representatives of the portfolio companies, original transaction prices, recent transactions for

identical or similar instruments, and comparisons to fair values of comparable investments, and may include adjustments to

reflect illiquidity or non-transferability. The Adviser has policies with respect to its investments, which may assist the

Adviser in assessing the quality of information provided by, or on behalf of, each portfolio investment and in determining

whether such information continues to be provided by a reliable source or whether further investigation is necessary. Any

such investigation, as applicable, may or may not require the Adviser to forego its normal reliance on the value supplied

by, or on behalf of, such portfolio investment and to independently determine the fair value of the Company’s interest in

such portfolio investments, consistent with the Adviser’s valuation procedures.

The Company has engaged an independent third-party valuation provider, which performs valuation procedures to arrive at

estimated valuation ranges of the illiquid investments on a quarterly basis (other than immaterial investments, which are

internally valued quarterly unless otherwise deemed appropriate by the Valuation Committee, and subsequently

corroborated by an independent valuation firm on an annual basis). Investments that have been completed within the past

three months are fair valued approximating cost unless there has been a material event since the completion date. If there

has been a material event or material information that was not known as of the close of the transaction, the independent

third-party valuation provider provides an independent valuation range. The types of valuation methodologies employed by

the third-party valuation provider include discounted cash flow, recent financing and enterprise value valuation

methodologies. Pursuant to the Rule 2a-5 under the 1940 Act, the Board has chosen to designate the Adviser as the

Valuation Designee to perform fair value determinations relating to the value of the assets for which market quotations are

not readily available, subject to the Board's oversight.

The Company’s investments and borrowings are subject to market risk. Market risk is the potential for changes in the value

due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the

investments and borrowings are traded.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing

in these securities. The availability of valuation techniques and observable inputs can vary from security to security and is

affected by a wide variety of factors including the type of security, whether the security is new and not yet established in

the marketplace, and other characteristics particular to the transaction. Inputs may include price information, volatility

statistics, specific and broad credit data, liquidity statistics and other factors.

The use of these valuation models requires significant estimation and judgment by the Adviser. While the Company

believes its valuation methods are appropriate, other market participants may value identical assets differently than the

Company at the measurement date. The methods used by the Company may produce a fair value calculation that may not

be indicative of net realizable value or reflective of future fair values. The Company may also have risk associated with its

concentration of investments in certain geographic regions and industries.

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. Those estimated values do not necessarily represent the amounts that

may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.

Accordingly, the degree of judgment exercised by the Adviser in determining fair value is greatest for securities

categorized in Level 3.

The determination of what constitutes “observable” requires significant judgment by the Adviser. The Adviser considers

observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not

proprietary. Such observable data may fall into different levels of the fair value hierarchy. In such cases, for disclosure

purposes, the level in the fair value hierarchy where the fair value measurement falls (in its entirety) is based on the lowest

level input that is significant to the fair value measurement. The categorization of an investment within the hierarchy is

based upon the pricing transparency of the investment, and observability of prices and inputs may be reduced for many

investments. This condition could cause the investment to be reclassified to a lower level within the fair value hierarchy.

30

The consolidated financial statements include portfolio investments at fair value of $668,725 and $557,087 as of March 31,

2025 and December 31, 2024, respectively. The fair value of the Company's portfolio investments was determined in good

faith by the Company’s Board. Because of the inherent uncertainty of valuation, the determined values may differ

significantly from the values that would have been used had a liquid market existed for the investments as of March 31,

2025 and December 31, 2024.

The following tables present fair value measurements of investments, by major class according to the fair value hierarchy

as of March 31, 2025 and December 31, 2024.

	March 31, 2025
	Fair Value Measurements
	Level 1	Level 2	Level 3	Total
First lien senior secured loans	$—	$—	$629,974	$629,974
Equity	—	—	33,305	33,305
Subordinated debt	—	—	1,749	1,749
Preferred equity	—	—	2,197	2,197
Convertible note	—	—	1,500	1,500
Warrants	—	—	—	—
Total Investments	$—	$—	$668,725	$668,725

	December 31, 2024
	Fair Value Measurements
	Level 1	Level 2	Level 3	Total
First lien senior secured loans	$—	$—	$540,195	$540,195
Equity	—	—	12,028	12,028
Subordinated debt	—	—	1,712	1,712
Preferred equity	—	—	1,652	1,652
Convertible note			1,500	1,500
Warrants	—	—	—	—
Total Investments	$—	$—	$557,087	$557,087

The carrying value of the Credit Facility and SBA-guaranteed debentures approximates fair value as of March 31, 2025 and

December 31, 2024, and would be categorized as Level 3 of the fair value hierarchy if determined as of the reporting date.

The following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs

for the three months ended March 31, 2025 and March 31, 2024.

31

	For the three months ended March 31, 2025
	Investments
	First Lien Senior Secured Loans	Subordinated Debt	Equity	Preferred Equity	Convertible Note	Warrants	Total Investments
Balance as of December 31, 2024	$540,195	$1,712	$12,028	$1,652	$1,500	$—	$557,087
Purchases of investments and other adjustments to cost	169,425	35	19,562	—	—	—	189,022
Proceeds from sales and repayments of investments	(80,555)	—	—	—	—	—	(80,555)
Net realized gain (loss)	58	—	—	—	—	—	58
Net accretion of discount on investments	614	—	—		—	—	614
Net change in unrealized gain (loss) on investments	237	2	1,715	545	—	—	2,499
Balance as of March 31, 2025	$629,974	$1,749	$33,305	$2,197	$1,500	$—	$668,725

	For the three months ended March 31, 2024
	Investments
	First Lien Senior Secured Loans	Subordinated Debt	Equity	Preferred Equity	Warrants	Total Investments
Balance as of December 31, 2023	$265,287	$1,753	$4,901	$1,652	$—	$273,593
Purchases of investments and other adjustments to cost	59,696	48	—	—	—	59,744
Proceeds from sales and repayments of investments	(3,403)	—	—	—	—	(3,403)
Net realized gain (loss)	—	—	—	—	—	—
Net accretion of discount on investments	244	—	—	—	—	244
Net change in unrealized gain (loss) on investments	1,133	30	99	(33)	—	1,229
Balance as of March 31, 2024	$322,957	$1,831	$5,000	$1,619	$—	$331,407

For the three months ended March 31, 2025, the net change in unrealized gain (loss) on investments attributable to Level 3

investments still held on March 31, 2025 was $2,499 as shown on the Consolidated Statements of Operations. For the three

months ended March 31, 2024, the net change in unrealized gain (loss) on investments attributable to Level 3 investments

still held on March 31, 2024 was $1,229 as shown on the Consolidated Statements of Operations.

Purchases of investments and other adjustments to costs include purchases of new investments at cost, accretion/

amortization of income from discount/premium on debt securities and PIK.

Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in or out of Level 3 as of the

beginning of the period which the reclassifications occur. There were no transfers between Levels 1, 2 and 3 during the

three months ended March 31, 2025 and March 31, 2024.

Significant Unobservable Inputs

ASC Topic 820 requires disclosure of quantitative information about the significant unobservable inputs used in the

valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. The table below is not intended to be

all-inclusive, but rather to provide information on significant unobservable inputs and valuation techniques used by the

Company.

The tables below summarize the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value

hierarchy as of March 31, 2025 and December 31, 2024.

32

					Range
	Fair Value, as of March 31, 2025	Valuation Technique	Unobservable Input	Weighted Average Mean	Minimum	Maximum
Assets:
First lien senior secured loans	$452,148	Discounted Cash Flow	Discount Rate	10.9%	8.3%	19.4%
First lien senior secured loans	39,900	Comparable Multiples	EV/EBITDA	6.3x	5.5x	7.0x
First lien senior secured loans	137,926	Amortized Cost	Cost	N/A	N/A	N/A
Equity	6,715	Comparable Multiples	EV/EBITDA	8.5x	8.3x	8.8x
Equity	26,590	Amortized Cost	Cost	N/A	N/A	N/A
Subordinated debt	1,749	Discounted Cash Flow	Discount Rate	14.8%	14.0%	15.5%
Preferred equity	2,197	Comparable Multiples	EV/EBITDA	6.8x	6.5x	7.0x
Convertible note	1,500	Amortized Cost	Cost	N/A	N/A	N/A
Warrants	—	Comparable Multiples	EV/EBITDA	7.1x	5.5x	8.3x
Total Level 3 Assets	$668,725

					Range
	Fair Value, as of December 31, 2024	Valuation Technique	Unobservable Input	Weighted Average Mean	Minimum	Maximum
Assets:
First lien senior secured loans	$404,750	Discounted Cash Flow	Discount Rate	11.2%	8.4%	18.9%
First lien senior secured loans	39,900	Comparable Multiples	EV/EBITDA	6.3x	5.5x	7.0x
First lien senior secured loans	95,545	Amortized Cost	Cost	N/A	N/A	N/A
Subordinated debt	1,712	Discounted Cash Flow	Discount Rate	14.8%	14.0%	15.5%
Equity	5,000	Comparable Multiples	EV/EBITDA	6.3x	6.0x	6.5x
Equity	7,028	Amortized Cost	Cost	N/A	N/A	N/A
Preferred equity	1,652	Comparable Multiples	EV/EBITDA	8.5x	8.3x	8.8x
Convertible note	1,500	Amortized Cost	Cost	N/A	N/A	N/A
Warrants	—	Comparable Multiples	EV/EBITDA	7.0x	5.5x	8.0x
Total Level 3 Assets	$557,087

The significant unobservable input used in the income approach of fair value measurement of the Company’s investments

is the discount rate used to discount the estimated future cash flows received from the underlying investment, which

include both future principal and interest payments. Increases (decreases) in the discount rate would result in a decrease

(increase) in the fair value estimate of the investment. Included in the consideration and selection of discount rates are the

following factors: risk of default, rating of the investment and comparable investments, and call provisions.

The significant unobservable inputs used in the market approach of fair value measurement of the Company’s investments

are the market multiples of EBITDA or revenue of the comparable guideline public companies. The Company selects a

population of public companies for each investment with similar operations and attributes of the portfolio company. Using

these guideline public company data, a range of multiples of enterprise value to EBITDA or revenue is calculated. The

Company selects percentages from the range of multiples for purposes of determining the portfolio company’s estimated

enterprise value based on such multiple and generally the latest twelve months EBITDA or revenue of the portfolio

company (or other meaningful measure). Increases (decreases) in the multiple will result in an increase (decrease) in

enterprise value, resulting in an increase (decrease) in the fair value estimate of the investment.

33

Note 5. Debt

As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock

senior to shares of our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, subject to

receipt of certain approvals and compliance with certain disclosure requirements, immediately after each such issuance.

Section 61(a) of the 1940 Act reduces the asset coverage requirements applicable to BDCs from 200% to 150% so long as

the BDC meets certain disclosure requirements and obtains certain approvals. In April 2021, our Board and initial

stockholder approved the reduced asset coverage ratio. The reduced asset coverage requirements permit us to increase the

maximum amount of leverage that we are permitted to incur by reducing the asset coverage requirements applicable to us

from 200% to 150%. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net assets we hold,

we may raise $200 from borrowing and issuing senior securities as compared to $100 from borrowing and issuing senior

securities for every $100 of net assets under a 200% asset coverage requirement. In addition, while any senior securities

remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such

securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. As of

March 31, 2025 and December 31, 2024, the Company’s asset coverage ratio based on the aggregate amount outstanding of

senior securities was 244.1% and 269.2%.

The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the

Company's total debt for the three months ended March 31, 2025 and March 31, 2024:

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Interest expense	$5,599	$721
Non-usage fee (1)	47	16
Amortization of deferred financing costs	369	185
Weighted average stated interest rate	6.11%	6.48%
Weighted average outstanding balance	$371,759	$44,738

(1)Non-usage fee includes the portion of the facility agent fee applicable to the undrawn portion of the Subscription

Facility.

Credit Facilities

ING Credit Facility

On June 18, 2024, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, restated,

supplemented, or otherwise modified from time to time, the “ING Credit Facility”) with ING Capital, LLC, as

Administrative Agent, Lead Arranger, Bookrunner and Sustainability Structuring Agent.

On September 20, 2024, the Company entered into Amendment No. 1 to the Senior Secured Revolving Credit Agreement

(the “First Amendment”), which amends the ING Credit Facility. The parties to the First Amendment include the

Company, the lenders party thereto, Subsidiary Guarantors party thereto and ING Capital LLC, as Administrative Agent.

The First Amendment provides for, among other things, an upsize in the total commitments from lenders under the credit

facility from $75 million to $150 million.

On December 12, 2024, the Company entered into that certain Lender Joinder Agreement (the “First Lender Joinder

Agreement”), pursuant to which, through the accordion feature in the ING Credit Facility, the aggregate commitments

under the ING Credit Facility increased from $150 million to $175 million. The parties to the First Lender Joinder

Agreement include the Company, BankUnited, N.A., as additional lender, the Subsidiary Guarantors party thereto and the

Administrative Agent.

On December 20, 2024, the Company entered into that certain Lender Joinder Agreement (the “Second Lender Joinder

Agreement”), pursuant to which, through the accordion feature in the ING Credit Facility, the aggregate commitments

under the ING Credit Facility increased from $175 million to $225 million. The parties to the Second Lender Joinder

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Agreement include the Company, Customers Bank, as additional lender, the Subsidiary Guarantors party thereto and the

Administrative Agent.

On March 20, 2025, the Company entered into that certain Lender Joinder Agreement (the “Third Joinder Agreement”),

pursuant to which, through the accordion feature in the ING Credit Facility, the aggregate commitments under the ING

Credit Facility increased from $225 million to $250 million. The parties to the Third Lender Joinder Agreement include the

Company, Customers Bank, as additional lender, the Subsidiary Guarantors party thereto and the Administrative Agent.

On April 24, 2025, the Company entered into Amendment No. 2 to the Senior Secured Revolving Credit Agreement (the

“Second Amendment”), which amends the ING Credit Facility. The parties to the Second Amendment include the

Company, the lenders party thereto, Subsidiary Guarantors party thereto and ING Capital LLC, as Administrative Agent.

The Second Amendment provides for, among other things, an increase of the accordion provision to permit increases to a

total facility amount of up to $300 million and permit the Company to do up to $30 million of financing under repurchase

agreements.

On April 24, 2025 the Company entered into a waiver letter permitting the Company to enter into a repurchase agreement

with Midcap Financial Trust dated as of April 17, 2025.

The ING Credit Facility is guaranteed by certain subsidiaries of the Company in existence as of the closing date of the ING

Credit Facility, and will be guaranteed by certain subsidiaries of the Company that are formed or acquired by the Company

in the future (collectively, the “Guarantors”). Proceeds of the ING Credit Facility may be used for general corporate

purposes, including the funding of portfolio investments.

The ING Credit Facility allows the Company to borrow up to $300 million, subject to certain restrictions, including

availability under a borrowing base, which is based upon unused capital commitments made by investors in the Company

and the value of eligible portfolio investments. The amount of permissible borrowings under the ING Credit Facility may

be increased through an uncommitted accordion feature through which existing and new lenders may, at their option, agree

to provide additional financing up to an aggregate of $300 million. The ING Credit Facility is secured by a perfected first-

priority interest in the unused commitments of the Company’s investors and substantially all of the eligible portfolio

investments held by the Company and each Guarantor, subject to certain exceptions.

The availability period with respect to the revolving credit facility under the ING Credit Facility will terminate on June 19,

2028 (“Commitment Termination Date”) and the ING Credit Facility will mature on June 18, 2029 (“Maturity Date”).

During the period from the Commitment Termination Date to the Maturity Date, the Company will be obligated to make

mandatory prepayments under the ING Credit Facility out of the proceeds of certain asset sales and other recovery events.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the ING

Credit Facility in U.S. dollars will bear interest at either (i) term SOFR plus margin of 2.70% per annum, or (ii) the

alternate base rate plus margin of 1.70% per annum. In each case, the annual interest rate will be adjustable based on a 

sustainability linked loan pricing structure that directly references our 2030 Goals, with ING acting as the sole

Sustainability Structuring Agent. The Company may elect either the term SOFR or alternate base rate at the time of

drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Company’s

option, subject to certain conditions. Amounts drawn under the ING Credit Facility in other permitted currencies will bear

interest at the relevant rate specified therein plus an applicable margin (including any applicable credit spread adjustment).

The ING Credit Facility includes customary affirmative and negative covenants, including certain limitations on the

incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit

facilities of this nature.

As of March 31, 2025 and December 31, 2024, the Company had $249.5 million and $208.2 million, respectively, in

outstanding borrowings from the ING Facility.

The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the

ING Facility for the three months ended March 31, 2025 and March 31, 2024:

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	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Interest expense	$3,198	$—
Non-usage fee (1)	47	—
Amortization of financing costs	138	—
Weighted average stated interest rate	7.25%	—%
Weighted average outstanding balance	$178,810	$—

(1)Non-usage fee includes the portion of the facility agent fee applicable to the undrawn portion of the ING Credit

Facility.

Subscription Facility

On February 2, 2022, the Company entered into a subscription-based credit agreement with Sumitomo Mitsui Banking

Corporation, which was amended on June 28, 2022, December 21, 2022, and February 1, 2024 (and as may be further

amended, modified or supplemented, the “Subscription Facility”). The Subscription Facility allowed the Company to

borrow up to $38.4 million, subject to certain restrictions, including availability under a borrowing base that was based

upon unused capital commitments made by investors in the Company. The amount of permissible borrowings under the

Subscription Facility could be increased to up to $1 billion with the consent of the lenders. The Subscription Facility

matured on May 2, 2024 and bore interest at an annual rate of: (i) with respect to reference rate loans, a reference rate for

the period plus a margin equal to 2.50% (the "Applicable Margin") and (ii) with respect to alternative rate loans, the

greatest of (a) the administrative agent's prime rate, (b) Term SOFR with a one-month term plus the Applicable Margin and

(c) the federal funds rate plus 0.50%. Subject to certain exceptions, the Subscription Facility is secured by a first lien

security interest in the Company’s unfunded investor equity capital commitments. The Subscription Facility included

customary covenants, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance

covenants, as well as usual and customary events of default for credit facilities of this nature. On May 2, 2024, the

Subscription Facility and all obligations thereunder were terminated.

As of March 31, 2025 and December 31, 2024, the Company had $0.0 million and $0.0 million, respectively, in

outstanding borrowings from the Subscription Facility.

The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the

Subscription Facility for the three months ended March 31, 2025 and March 31, 2024:

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Interest expense	$—	$239
Non-usage fee (1)	—	16
Amortization of financing costs	—	143
Weighted average stated interest rate	—%	7.59%
Weighted average outstanding balance	$—	$12,624

(1)Non-usage fee includes the portion of the facility agent fee applicable to the undrawn portion of the Subscription

Facility.

SBA-Guaranteed Debentures

LS SBIC LP and LS SSBIC LP are able to borrow funds from the SBA against their regulatory capital (which

approximates equity capital in LS SBIC LP and LS SSBIC LP) that is paid in and is subject to customary regulatory

requirements, including, but not limited to, periodic examination by the SBA. As of March 31, 2025 and December 31,

2024, the Company funded LS SBIC LP and LS SSBIC LP with an aggregate total of $115.0 million and $110.0 million,

respectively, of regulatory capital, and have $202.5 million and $192.5 million, respectively, in SBA-guaranteed

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debentures outstanding. SBA debentures are non-recourse to us, have a 10-year maturity, and may be prepaid at any time

without penalty. The interest rate of SBA debentures is fixed at the time of issuance, often referred to as pooling, at a

market-driven spread over 10-year U.S. Treasury Notes. Current SBA regulations limit the amount that each of LS SBIC

LP and LS SSBIC LP  may borrow to a maximum of $175.0 million, which is up to twice its potential regulatory capital.

The SBA-guaranteed debentures incurred an upfront commitment fee of 1.00% on the total commitment amount and a

2.435% issuance discount on drawdowns, which are amortized over the life of the SBA-guaranteed debentures. In addition,

an annual fee is charged on the SBA-guaranteed debentures which are amortized over the period.

The following table summarizes the Company’s SBA-guaranteed debentures as of March 31, 2025:

Issuance Date	Maturity Date	Debenture Amount	Interest Rate	SBA Annual Charge
September 15, 2023	March 1, 2034	$31,000	5.04%	0.047%
March 15, 2024	September 1, 2034	$5,960	4.38%	0.047%
June 14, 2024	September 1, 2034	$45,540	4.38%	0.129%
September 16, 2024	March 1, 2035	$82,505	4.96%	0.129%
December 12, 2024	March 1, 2035	$27,500	4.96%	0.347%
March 28, 2025	September 1, 2035	$9,995	4.76%	0.347%

The following table summarizes the interest expense and amortization of financing costs incurred on the SBA-guaranteed

debentures for the three months ended March 31, 2025 and March 31, 2024:

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Interest expense	$2,401	$482
Non-usage fee	—	—
Amortization of financing costs	231	42
Weighted average stated interest rate	5.05%	6.04%
Weighted average outstanding balance	$192,949	$32,114

Repurchase Obligations

In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements

with Macquarie US Trading LLC (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and

concurrently enters into an agreement to repurchase the same investment (any such obligation, a “Repurchase Obligation”)

at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold.

The Company entered into two repurchase agreements on May 1, 2024 which were collateralized by the Company’s term

loans to each of Salt Dental Collective (the "Salt Repurchase Obligation") and Med Learning Group, LLC (the “MLG

Repurchase Obligation” and together with the Salt Repurchase Obligation, the “May 2024 Repurchase Obligations”).

Interest under each of the May 2024 Repurchase Obligations was calculated as (a) the product of the funded amount of the

loan and (b) the product of (i) the number of days the loan is outstanding (subject to number of minimum days per the

agreement) and (ii) daily fee rate. The Company maintained effective control over the security because it is entitled and

obligated to repurchase the security before its maturity. Therefore, the repurchase agreement was treated as a secured

borrowing and not a sale. On July 30, 2024 the Company repurchased its obligation under the MLG Repurchase

Obligation.

The facilities of the Company consist of the following:

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	March 31, 2025			December 31, 2024
	Aggregate Principal Amount Available	Principal Amount Outstanding	Unused Portion	Aggregate Principal Amount Available	Principal Amount Outstanding	Unused Portion
Secured borrowings	$250,000	$249,482	$518	$225,000	$208,232	$16,768
SBA-Guaranteed Debentures	202,500	202,500	—	192,505	192,505	—
Total	$452,500	$451,982	$518	$417,505	$400,737	$16,768

Note 6. Related Party Agreements and Transactions

Investment Advisory Agreement

Under the Investment Advisory Agreement, the Adviser manages the day-to-day operations of, and provides investment

advisory services to the Company. The Board approved the Investment Advisory Agreement on April 26 2021 and most

recently approved its renewal on June 4, 2024. The Adviser is a registered investment adviser with the SEC. The Adviser

receives fees for providing services, consisting of two components, a base management fee and an incentive fee.

Base Management Fee:

The base management fee (“Management Fee”) is payable quarterly in arrears beginning in the period during the Initial

Drawdown at an annual rate of (i) prior to a Liquidity Event, 0.75%, and (ii) following a Liquidity Event, 1.0%, in each

case of the average value of our gross assets (gross assets equal the total assets of the Company as set forth on the

Company’s Consolidated Statements of Assets and Liabilities) at the end of the two most recently completed calendar

quarters. No Management Fee is charged on committed but undrawn capital commitments.

We define a “Liquidity Event” as the earliest to occur of: (1) a quotation or listing of our common stock on a national

securities exchange, including an initial public offering or (2) a Sale Transaction. A “Sale Transaction” means (a) the sale

of all or substantially all of our capital stock or assets to, or another liquidity event with, another entity or (b) a transaction

or series of transactions, including by way of merger, consolidation, recapitalization, reorganization, or sale of stock in

each case for consideration of either cash and/or publicly listed securities of the acquirer. Potential acquirers could include

entities that are not BDCs that are advised by the Adviser or its affiliates.

For the three months ended March 31, 2025 and March 31, 2024, the Company incurred Management Fee expense of

$1,478 and $742, respectively. As of March 31, 2025 and December 31, 2024, $1,478 and $1,375, respectively, remained

payable as shown on the Consolidated Statements of Assets and Liabilities.

Incentive Fee:

The Company also pays the Adviser an incentive fee consisting of two parts: (i) an incentive fee based on pre-incentive fee

net investment income (the “Income-Based Fee”), and (ii) the capital gains component of the incentive fee (the “Capital

Gains Fee”) of which is described in more detail below.

The Income-Based Fee, is based on Pre-Incentive Fee Net Investment Income Returns and is determined and payable in

arrears as of the end of each calendar year. “Pre-Incentive Fee Net Investment Income Returns” means, as the context

requires, either the dollar value of, or percentage rate of return on the value of our net assets at the end of the immediately

preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees

for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other

fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses accrued

for the quarter (including the Management Fee, expenses payable under the Administration Agreement), and any interest

expense or fees on any credit facilities or outstanding debt and distributions paid on any issued and outstanding preferred

shares, but excluding the incentive fee.

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Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such

as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that

we have not yet received in cash. Pre-Incentive Net Investment Income Returns do not include any realized capital gains,

realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income Returns,

expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, is compared to a

“hurdle rate” of return of 1.25% per quarter (5.0% annualized).

Prior to a Liquidity Event, we pay the Adviser the Income-Based Fee as follows:

•no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which our

Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%;

•100% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns with respect to that portion of

such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate

of return of 1.47% (5.88% annualized). We refer to this portion of our Pre-Incentive Fee Net Investment Income

Returns (which exceeds the hurdle rate but is less than 1.47%) as the “catch-up.” The “catch-up” is meant to

provide the Adviser with approximately 15% of our Pre-Incentive Fee Net Investment Income Returns as if a

hurdle rate did not apply if this net investment income exceeds 1.47% in any calendar quarter; and

•15% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of

return of 1.47% (5.88% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved,

15% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser.

Following a Liquidity Event, we will pay the Adviser the Income-Based Fee as follows:

•no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which our

Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25%;

•100% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns with respect to that portion of

such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate

of return of 1.47% (5.88% annualized). The “catch-up” is meant to provide the Adviser with approximately 17.5%

of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment

income exceeds 1.47% in any calendar quarter; and

•17.5% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of

return of 1.52% (6.06% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved,

17.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser.

For the three months ended March 31, 2025 and March 31, 2024, the Company incurred Income-Based Fee of $1,514 and

$1,169, respectively. As of March 31, 2025 and December 31, 2024, $1,514 and $1,578, respectively, remained payable as

shown on the Consolidated Statements of Assets and Liabilities.

The second part of the incentive fee, the Capital Gains Fee, is determined and payable in arrears as of the end of each

calendar year (or at the time of a Liquidity Event). The Capital Gains Fee is equal to 15% of (1) realized capital gains less

(2) realized capital losses, less unrealized capital losses on a cumulative basis from inception through the day before the

Liquidity Event, less the aggregate amount of any previously paid Capital Gains Fee.

Prior to a Liquidity Event, the Capital Gains Fee equals:

•15% of cumulative realized capital gains less all realized capital losses and unrealized capital depreciation on a

cumulative basis from inception through the end of such calendar year (or upon a Liquidity Event), less the

aggregate amount of any previously paid Capital Gains Fee as calculated in accordance with GAAP.

Following a Liquidity Event, the amount payable equals:

39

•17.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of

all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of

any previously paid Capital Gains Fee as calculated in accordance with GAAP.

If a Liquidity Event occurs on a date other than the first day of a fiscal year, the Capital Gains Fee will be calculated as of

the day before the Liquidity Event, with such Capital Gains Fee paid to the Adviser annually following the end of the fiscal

year in which the Liquidity Event occurred. Solely for purposes of calculating the Capital Gains Fee after a Liquidity

Event, the Company will be deemed to have previously paid a Capital Gains Fee prior to a Liquidity Event equal to the

product obtained by multiplying (a) the actual aggregate amount of previously paid Capital Gains Fee for all periods prior

to a Liquidity Event by (b) the percentage obtained by dividing (x) 17.5% by (y) 15%.

Each year, the Capital Gains Fee is calculated net of the aggregate amount of any previously paid Capital Gains Fee for all

prior periods. We will accrue, but will not pay, a Capital Gains Fee with respect to unrealized appreciation because a

Capital Gains Fee would be owed to the Adviser if we were to sell the relevant investment and realize a capital gain. In no

event will the Capital Gains Fee payable pursuant to the Investment Advisory Agreement exceed the amount permitted by

the Investment Advisers Act of 1940, as amended (the “Advisers Act”), including Section 205 thereof.

For the purpose of computing the Capital Gains Fee, the calculation methodology looks through derivative financial

instruments or swaps as if we owned the reference assets directly.

For the three months ended March 31, 2025 and March 31, 2024, there were  no Capital Gains Fees incurred.

Administration Agreement

Pursuant to the administration agreement between the Company and LS Administration, LLC (the “Administration

Agreement”), LS Administration, LLC (the “Administrator”) furnishes the Company with office space, office services, and

equipment. Under the Administration Agreement, our Administrator performs or oversees the performance of our required

administrative services, which include providing assistance in accounting, legal, compliance, operations, technology,

internal audit, and investor relations, and loan agency services (including any third party service providers related to the

foregoing) and being responsible for the financial records that we are required to maintain and preparing reports to our

stockholders and reports filed with the SEC. In addition, our Administrator assists us in determining and publishing our net

asset value, overseeing the preparation and filing of our tax returns and the printing and disseminating reports to our

stockholders, assessing our internal controls under the Sarbanes-Oxley Act, and generally overseeing the payment of our

expenses and the performance of administrative and professional services rendered to us by others.

Payments under the Administration Agreement are equal to an amount that reimburses our Administrator for its costs and

expenses. Such payments include the Company's allocable portion of (i) the expenses incurred by our Administrator in

performing its obligations under the Administration Agreement, (ii) the compensation paid to our Chief Compliance

Officer and Chief Financial Officer and their respective staffs, and (iii) the cost of providing managerial assistance upon

request to portfolio companies. The Administration Agreement may be terminated by either party without penalty upon 60

days’ written notice to the other party. Additionally, we ultimately bear the costs of any sub-administration agreements that

our Administrator may enter into. Our Administrator reserves the right to waive all or part of any reimbursements due from

us at its sole discretion.

The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance

of its duties or by reason of the reckless disregard of its duties and obligations, our Administrator and its officers,

managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it will

be entitled to indemnification from us for any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees

and amounts reasonably paid in settlement) arising from the rendering of our Administrator’s services under the

Administration Agreement or otherwise as administrator for us.

For the three months ended March 31, 2025 and March 31, 2024, the Company incurred $450 and $506, respectively, in

fees under the Administrative Agreement. These fees are included in administrative service fees in the accompanying

Consolidated Statements of Operations. As of March 31, 2025 and December 31, 2024, $0 and $0, respectively, were

unpaid and included in administrative services fee payable in the accompanying Consolidated Statements of Assets and

40

Liabilities. No administrative services fee was charged to the Company prior to the Company’s commencement of

operations.

Additionally, pursuant to a sub-administration agreement with SS&C Technologies, Inc. (“SS&C”), SS&C performs

certain of the Company’s required administrative services, which include providing assistance in accounting, legal,

compliance, operations, investor relations and technology, being responsible for the financial records that the Company is

required to maintain and preparing reports to the Company’s stockholders and reports filed with the SEC. SS&C is also

reimbursed for certain expenses it incurs on our behalf.

Our Administrator and Adviser have entered into staffing agreements with affiliates of Lafayette Square pursuant to which

such Lafayette Square affiliates agree to provide our Administrator and Adviser with access to certain legal, operations,

financial, compliance, accounting, internal audit (in their role of performing our Sarbanes-Oxley Act internal control

assessment), clerical and administrative personnel.

Affiliated transactions

The Adviser’s investment allocation policy seeks to ensure allocation of investment opportunities on a fair and equitable

basis over time between the Company and other funds or investment vehicles managed by the Adviser or its affiliates. It is

expected that the Company may have overlapping investment strategies with such affiliated funds and/or investment

vehicles, but there are prohibitions under the 1940 Act from participating in certain transactions with such affiliates without

prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. As a result,

the Company, the Adviser and certain of their affiliates applied for, and have been granted, exemptive relief by the SEC for

the Company to co-invest with other funds or investment vehicles managed by the Adviser or certain of its affiliates, in a

manner consistent with the requirements of the Company’s organizational documents and investment strategy as well as

applicable laws and regulations and the Adviser’s fiduciary duties. As a result of such exemptive relief, there could be

significant overlap in the Company’s investment portfolio and the investment portfolios of such other affiliated entities that

avail themselves of such exemptive relief and that have an investment objective similar to the Company. In addition, any

transaction fees (including break-up or commitment fees, but excluding transaction fees contemplated by Section 17(e) or

57(k) of the 1940 Act, as applicable, which are expected to be retained by the Adviser, to the extent permitted by applicable

law) received in connection with a co-investment transaction among the Company and its affiliated entities will be

distributed to the participating entities (including the Company) on a pro rata basis based on the amounts they invested or

committed, as the case may be, in such transaction.

Due to/from Affiliate

The Administrator pays for certain unaffiliated third-party expenses incurred by the Company. These expenses are not

marked-up and represent the same amount the Company would have paid had the Company paid the expenses directly.

After the commencement of operations these expenses are reimbursed on an ongoing basis. As of March 31, 2025 and

December 31, 2024, $453 and $221, respectively, were included in the Due to Affiliate line item in the Consolidated

Statements of Assets and Liabilities for reimbursable expenses paid by the Administrator on behalf of the Company. As of

March 31, 2025 and December 31, 2024, $189 and $260, respectively, were included in the Due from Affiliate line item in

the Consolidated Statements of Assets and Liabilities for reimbursable expenses due from the Administrator on behalf of

the Company.

Expense Support and Conditional Reimbursement Agreement

On December 30, 2021, the Company entered into an expense support and conditional reimbursement agreement (the

“Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain Company expenses on the

Company’s behalf (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest

expense or shareholder servicing and/or distribution fees of the Company. Any Expense Payment that the Adviser has

committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available

funds no later than 45 days after such commitment was made in writing, and/or offset against amounts due from the

Company to the Adviser or its affiliates.

Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions

accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such

41

calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company will

pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the

Adviser to the Company within three years prior to the last business day of such calendar quarter have been reimbursed.

Any payments required to be made by the Company are referred to herein as a “Reimbursement Payment”. “Available

Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term

capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net

long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company

on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under

clauses (i) and (ii) above).

The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the

last business day of the applicable calendar quarter, except to the extent the Adviser has waived its right to receive such

payment for the applicable quarter.

As of March 31, 2025 and December 31, 2024, the Company has no Unreimbursed Expense Payable.

Note 7. Commitments and Contingencies

As of March 31, 2025, the Company was not subject to any legal proceedings, although the Company may, from time to

time, be involved in litigation arising out of operations in the normal course of business or otherwise.

The Company has and may in the future become obligated to fund commitments such as revolving credit facilities, bridge

financing commitments or delayed draw commitments. As of March 31, 2025 and December 31, 2024 the fair value of

unfunded commitments held by the Company was $(19) and $(25), respectively, as shown on the Consolidated Schedule of

Investments. The Company had the following unfunded commitments to fund investments as of the indicated dates:

	Par Value as of	Par Value as of
	March 31, 2025	December 31, 2024
Unfunded debt securities	$138,071	$109,633
Unfunded equity securities	9,869	11,431
Total unfunded commitments	$147,940	$121,064

Note 8. Directors Fees

Our independent directors receive an annual fee of $100 (prorated for any partial year). In addition, the chair of the Audit

Committee receives an additional annual fee of $20 (prorated for any partial year). We are also authorized to pay the

reasonable out-of-pocket expenses for each independent director incurred in connection with the fulfillment of his or her

duties as independent directors (provided that such compensation will only be paid if the committee meeting is not held on

the same day as any regular meeting of the Board).

For the years ended March 31, 2025 and December 31, 2024, independent directors fees will be paid in the form of our

common stock issued at a price per share equal to the greater of NAV or the market price, if any, at the time of payment.

On April 29, 2024, the Company issued 21,333 shares of common stock to our directors as compensation for their services

for the fiscal year ended December 31, 2023.

No compensation is paid to directors who are ‘‘interested persons’’ of the Company (as such term is defined in the 1940

Act). For the three months ended March 31, 2025 and March 31, 2024, the Company accrued $80 and $80 for directors’

fees expense, respectively.

42

Note 9. Share Data and Distributions

Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31,

2025 and March 31, 2024:

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Earnings (loss) per common share (basic and diluted):
Net increase (decrease) in net assets resulting from operations	$11,147	$7,868
Weighted average common shares outstanding	23,977,487	21,581,652
Earnings (loss) per common share (basic and diluted):	$0.46	$0.36

Capital Activity

The Company is authorized to issue 50,000,000 shares of preferred stock at a par value of $0.001 per share and

450,000,000 shares of common stock at a par value of $0.001 per share. The Company has entered into subscription

agreements in which investors have made capital commitments to purchase shares of the Company's common stock (the

“Subscription Agreements”) with several investors, providing for the private placement of the Company’s common stock.

Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company’s

common stock at a price per share equal to the most recent NAV per share as determined by the Board (subject to the

adjustment to the extent required by Section 23 of the 1940 Act) up to the amount of their respective capital subscriptions

on an as-needed basis as determined by the Company with a minimum of ten business days prior notice.

As of March 31, 2025 and December 31, 2024, the Company had closed capital commitments totaling $410.5 million and

$409.8 million, respectively, for the private placement of the Company's common stock, of which $65.8 million and $66.7

million, respectively, were uncalled.

Share Issuance Date	Shares Issued	Amount	Average Offering Price per Share
March 26, 2025	116,132	$1,721	$14.82

For the three months ended March 31, 2024, the Company did not drawdown any capital from its investors.

Distributions

Distributions to common stockholders are recorded on the ex-dividend date. The Company elected to be taxed as a RIC

under the Code for its taxable year ending December 31, 2024, and anticipates continuing to make such election in future

taxable years. As a RIC, the Company is required to distribute dividends each tax year as a RIC to its stockholders of an

amount generally at least equal to 90% of its investment company taxable income, determined without regard to any

deduction for dividends paid, in order to be eligible for tax benefits allowed to a RIC under Subchapter M of the Code. The

Company anticipates paying out as a distribution all or substantially all of those amounts. The amount to be paid out as a

dividend is determined by the Board and is based on management’s estimate of the Company’s annual taxable income. Net

realized capital gains, if any, may be distributed to stockholders or retained for reinvestment.

The Company has adopted the DRIP that provides for the automatic reinvestment of all cash distributions declared by the

Board, unless a stockholder elects to “opt out” of the DRIP. As a result, if the Board declares a cash distribution, then the

stockholders who have not “opted out” of the DRIP will have their cash distributions automatically reinvested in additional

shares of common stock, rather than receiving the cash distribution. The Company reserves the right to use primarily newly

issued shares to implement the DRIP, whether the shares are trading at a price per share at or above NAV. NAV is

determined as of the latest available quarter end before such distribution. However, the Company reserves the right to

43

purchase shares in the open market in connection with the implementation of the DRIP. In the event the price per share is

trading at a discount to NAV, the Company intends to purchase shares in the open market rather than issue new shares.

For the three months ended March 31, 2025 the following table summarizes the distributions declared on shares of the

Company’s common stock and shares distributed pursuant to the DRIP to stockholders who had not opted out of the DRIP:

Date Declared	Record Date	Payment Date	Amount	Amount Per Share	DRIP Shares Issued
March 25, 2025	March 25, 2025	May 6, 2025	$8,393	$0.35	—

For the three months ended March 31, 2024 the following table summarizes the distributions declared on shares of the

Company’s common stock and shares distributed pursuant to the DRIP to stockholders who had not opted out of the DRIP:

Date Declared	Record Date	Payment Date	Amount	Amount Per Share	DRIP Shares Issued
March 26, 2024	March 22, 2024	May 06, 2024	$6,475	$0.30	—

Note 10.  Tax Matters

The Company is subject to the U.S. federal income tax rules and filing requirements. The Company has elected to be

treated, and intends to qualify annually thereafter, as a RIC under Subchapter M of the Code. As a result, the Company

generally does not expect to be subject to U.S. federal income taxes on its RIC operations. However, there is no guarantee

that the Company will qualify to make such an election for any taxable year.

The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income

Taxes, as of March 31, 2025 and December 31, 2024.

In the normal course of business, the Company is subject to examination by federal and certain state and local tax

regulators. The Company adopted a tax year-end of December 31. It is the Company’s policy to recognize accrued interest

and penalties, if any, related to unrecognized tax benefits as a component of provision for income taxes.

The Company's taxable income for each period is an estimate and will not be finally determined until the Company files its

tax return for each year. Therefore, the final taxable income earned in each period and carried forward for distribution in

the following period may be different than this estimate.

As of March 31, 2025, the company did not have a capital loss carryforward.

For U.S. federal income tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital,

long term capital gains or a combination thereof. The tax character of distributions paid for the three months ended

March 31, 2025 and for the year ended December 31, 2024 , were as follows:

	For the three months ended March 31, 2025	For the year ended December 31, 2024
Ordinary Income	$8,393	$28,526
Long-term Capital Gain	$—	$—
Return of Capital	$—	$—

44

As of March 31, 2025 and December 31, 2024, the tax cost and estimated gross unrealized appreciation/(depreciation) from

investments for federal income tax purposes are as follows.

	March 31, 2025	December 31, 2024
Tax cost	$666,002	$556,863
Gross unrealized appreciation	$6,188	$3,473
Gross unrealized depreciation	(3,465)	(3,249)
Net unrealized investment appreciation / (depreciation)  on investments	$2,723	$224

The Company has a wholly-owned corporate subsidiary that is consolidated for financial statement purposes. This entity

("taxable subsidiary"); LS BDC Holdings, LLC; has elected to be taxed as regular c-corporation for federal income tax

purposes. This taxable subsidiary recognizes deferred tax assets and liabilities for the estimated future tax effects

attributable to temporary differences between the tax basis of certain assets and liabilities and the reported amounts

included in the accompanying consolidated balance sheet using the applicable statutory tax rates in effect for the year in

which any such temporary differences are expected to reverse.

Total income tax (expense) benefit for the Company differs from the amount computed by applying the federal statutory

income tax rate of 21% to net increase (decrease) in net assets from operations for the period January 1, 2025 through

March 31, 2025, as follows:

	Period ended ended March 31, 2025
Income tax (expense)/benefit at federal statutory tax rate	$2,341
Income attributable to the RIC and not subject to corporate tax	(2,815)
State and local income tax benefit (net of federal detriment)	(102)
Prior year net operating loss carryforward	—
Prior year provision to return adjustments	—
Other	(1)
Permanent differences	—
Change in Valuation Allowance	(52)
Total income tax (expense)/benefits	$(629)

At March 31, 2025, the taxable subsidiaries did not have any capital loss carryforwards.

Net operating loss carryforwards are available to offset future taxable income. These net operating loss carryforwards can

be carried forward indefinitely and may offset up to 80% of taxable income in any given year. Any unused portion will

continue to be carried forward. As of March 31, 2025, the Company had a net operating loss carryforward for federal

income tax purposes of $443. 

At March 31, 2025, the Company determined a partial valuation allowance of the Company's gross deferred tax asset was

required.  The Company’s assessment considered, among other matters, the nature, frequency and severity of current and

cumulative losses, the duration of statutory carryforward periods and the associated risk that operating loss and capital loss

carryforwards are limited or are likely to expire unused, and unrealized gains and losses on investments.  Through the

consideration of these factors, the Company has determined that it is more likely than not that the Company’s net deferred

tax asset would not be realized in full.  As a result, the Company recorded a partial valuation allowance with respect to its

gross deferred tax asset for the quarter ended March 31, 2025. From time to time, the Company may modify its estimates

or assumptions regarding its deferred tax liability and/or asset balances and any applicable valuation allowance as new

information becomes available.  Modifications to the Company’s estimates or assumptions regarding its deferred tax

liability and/or asset balances and any applicable valuation allowance, changes in generally accepted accounting principles

or related guidance or interpretations thereof, limitations imposed on or expirations of the Company’s net operating losses

and capital loss carryovers (if any) and changes in applicable tax law could result in increases or decreases in the

Company’s NAV per share, which could be material.

45

Note 11. Financial Highlights

Below is the schedule of financial highlights of the Company for the three months ended March 31, 2025 and March 31,

2024:

Per Common Share Data:(1)	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Net asset value, beginning of period	$14.81	$14.85
Net investment income (loss)	0.36	0.31
Net realized and unrealized gain (loss)	0.10	0.05
Net increase (decrease) in net  assets resulting from operations	0.46	0.36
Initial issuance of Common Stock	—	—
Effect of offering price of subscriptions(2)	—	—
Distributions declared	(0.35)	(0.30)
Net asset value, end of period	$14.92	$14.91
Total return based on NAV(3)	3.12%	2.41%
Common shares outstanding, end of period	24,096,013	21,584,341
Weighted average shares outstanding	23,977,487	21,581,652
Net assets, end of period	$359,573	$321,838
Ratio/Supplemental data(4):
Ratio of net investment income (loss) to average net assets	9.78%	8.33%
Ratio of expenses to average net assets	12.23%	5.81%
Ratio of expenses (before management fees, incentive fees and interest and financing expenses) to average net assets	1.97%	1.62%
Weighted average debt outstanding	$371,759	$44,738
Total debt outstanding	$451,982	$75,360
Asset coverage ratio(5)	244.1%	527.1%
Portfolio turnover	13%	—%

(1)The per share data were derived by using the weighted average shares from the date of the first issuance of shares,

through  March 31, 2025 and March 31, 2024.

(2)Increase (decrease) was due to the offering price of subscriptions during the period (See note 9).

(3)Total return was based upon the change in net asset value per share between the opening and ending net assets per

share and the issuance of common stock in the period. Total return is not annualized.

(4)Annualized, except for organizational expenses, if any, which are non-recurring.

(5)On September 30, 2024, the Company received exemptive relief from the SEC allowing the Company to modify the

asset coverage requirement to exclude the SBA-guaranteed debentures from this calculation. The inclusion of

unfunded commitments in the calculation of the asset coverage ratio would not cause us to be below the required

amount of regulatory coverage.

46

Note 12.  Subsequent Event

The Company's management evaluated subsequent events through the date of issuance of the consolidated financial

statements. Other than the subsequent events disclosed below, there have been no subsequent events that occurred during

such period that would require disclosure in, or would be required to be recognized in, the consolidated financial

statements.

The Company entered into a commitment transfer supplement with Midcap Financial Trust (“Midcap”) on April 17, 2025

(the “Ickler Closing Date”) in connection with a $15 million term loan (“Ickler Term Loan”) provided by Midcap to Ickler

Electric Corporation (the “April 2025 Purchase Obligation”). The April 2025 Purchase Obligation requires the Company to

purchase the Ickler Term Loan on the earlier of (x) September 30, 2025 and (y) such earlier date as the Company may

designate in writing to Midcap (the “Purchase Date”). The purchase price under the April 2025 Purchase Obligation is

equal to (1) the funded amount of the Ickler Term Loan plus (2) the product of (a) the funded amount of the Ickler Term

Loan and (b) 25 basis points, minus (3) original issue discount earned by Midcap, plus (d) a make-whole amount if the

Purchase Date is earlier than the three (3) month anniversary of the Ickler Closing Date.

47

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

(dollar amounts in thousands, except per share data, unless otherwise indicated)

The following discussion and other parts of this report contain forward-looking information that involves risks and

uncertainties. References to “we,” “us,” “our,” and the “Company,” means Lafayette Square USA, Inc., unless otherwise

specified. The discussion and analysis contained in this section refers to our financial condition, results of operations and

cash flows. The information contained in this section should be read in conjunction with the consolidated financial

statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-

Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and

analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to

factors discussed under “Cautionary Statements Regarding Forward-Looking Statements” appearing elsewhere in this

report.

Business Overview

We are an externally managed, closed-end, non-diversified management investment company that has elected to be

regulated as a business development company under the 1940 Act. In addition, for U.S. federal income tax purposes, we

have elected to be treated as a RIC under Subchapter M of the Code. As a business development company and a RIC, we

are also subject to certain constraints, including limitations imposed by the 1940 Act and the Code.

The Company is externally managed by Adviser pursuant to the Investment Advisory Agreement and supervised by our

Board of which a majority of the members are independent of us, the Adviser and its affiliates. The Adviser is a subsidiary

of Lafayette Square Holding Company, LLC (together with its controlled subsidiaries, including the Adviser and LS

Administration, LLC, “Lafayette Square”). The Adviser is a limited liability company that is registered as an investment

adviser under the Advisers Act. The Adviser oversees the management of the Company’s activities and is responsible for

making investment decisions with respect to the Company’s portfolio.

Our investment objective is to generate favorable risk-adjusted returns, including current income and to a lesser extent,

capital appreciation, principally from investments in “non-sponsored” middle market businesses.  We aim to build a

geographically diverse portfolio by investing at least 5% of our assets in businesses that are primarily headquartered and/or

have a significant operating presence in Target Regions. We expect to invest primarily in first and second lien loans and, to

a lesser extent, in subordinated and mezzanine loans and equity and equity-like securities, including common stock,

preferred stock, and warrants. We may also invest in other community development and public welfare investments

identified as qualifying for CRA credit under the OCC and/or Federal Reserve guidance.

Our primary investment strategy is to create a portfolio of investments across a range of industries and communities to

mitigate risks and achieve our investment objective of generating favorable risk-adjusted returns while promoting public

welfare and community development in Working Class Areas.  We believe that many BDCs focus primarily on lending to

businesses located in high income places and that demand for capital investment and enhanced managerial assistance is

particularly acute among middle market companies located in overlooked places. We believe inflationary pressures and an

increasing gap in employee benefits between Working Class and middle and high income employees exacerbates this

demand, enabling us to utilize our investment approach to identify and select  favorable risk-adjusted investment return

opportunities.

We generate revenue primarily in the form of interest and fee income derived from debt investments we hold and capital

gains, if any, on our investments.  We generally expect to hold our investments until they are refinanced by the portfolio

company borrowers. From time to time, we may invest in loans with other lenders, or “club loans,” and we may serve as

agent in connection with any such loans.  Currently, approximately 16% of the portfolio consists of “club loans”, with

Lafayette Square being lead agent on 63% of those deals. We may also participate in loans in the broadly syndicated loan

market. Our debt investments in portfolio companies typically have principal amounts of up to $50 million, bear interest at

floating rates tied to a widely available risk-free indices such as the U.S. Prime Rate, or the Secured Overnight Financing

Rate (“SOFR”). These rates reset periodically and generally are not guaranteed by the U.S. federal government or

otherwise. The debt instruments in which we invest are typically not rated by any rating agency. If they were rated, we

believe they would be rated below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than

“BBB–” by Fitch Ratings or lower than “BBB–” by Standard & Poor’s Ratings Services). Under the guidelines established

by these rating agencies, such ratings are an indication of such debt instruments having predominantly speculative

48

characteristics with respect to the issuer’s capacity to pay interest and repay principal. Debt instruments that are rated

below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.”

We primarily focus our origination efforts on “non-sponsored” businesses. We define non-sponsored businesses as

companies  that are not substantially owned and managed by asset management firms that raise committed third-party

capital to take controlling stakes in portfolio companies. We believe such companies offer us an opportunity to establish

direct lending relationships without the involvement or backing of a traditional buyout fund sponsor. We believe this focus

will enable us over time to source investments through a less competitive lending process than if we focused on

“sponsored” businesses, which should put us in a better position to achieve favorable economic and structural terms for our

investments. We intend to complement this investment strategy with robust risk management practices and rigorous

ongoing portfolio monitoring. For a discussion of the risks inherent in our portfolio investments, please see the discussion

under “Item 1A. Risk Factors.”

While we are generally industry agnostic with respect to our focus on investment sectors, we tend to primarily invest in the

business services, franchising, technology & telecommunications, transportation & logistics, and healthcare sectors.  In

addition, we opportunistically seek exposures in the real estate industry (including with companies that manage real estate

and with real estate-related projects that advance our 2030 Goals). We intend to diversify our portfolio across sectors that

are resilient to market volatility, with limited commodity and direct consumer spending exposure.

The Company invests primarily in first and second lien loans and, to a lesser extent, in subordinated and mezzanine loans

and equity and equity-like securities, including common stock, preferred stock and warrants. The Company defines middle

market companies as those with annual revenues between $10 million and $1 billion, and annual earnings before interest,

taxes, depreciation, and amortization (“EBITDA”) of between $10 million and $100 million, although the Company may

invest in larger or smaller companies. The Company also may purchase interests in loans, corporate bonds or other

instruments through secondary market transactions.

The Company previously formed wholly-owned subsidiaries, LS BDC Holdings, LLC, LS BDC Holdings (DN), LLC, LS

BDC Holdings (160), LLC and LS SBIC Holdings (160), LLC, each of which were Delaware limited liability companies,

to hold certain equity or equity-like investments in portfolio companies to which the Company has also made loans. In

addition, LS BDC Holdings (NGCF), LLC, a wholly-owned subsidiary of the Company, was formed to co-own and co-

manage NGCF Manager LLC (the “NGCF Manager”) with the affiliate of a third-party investor.  The NGCF Manager

manages Neighborhood Grocery Catalyst Fund LLC (“NGCF”), a private real estate investment vehicle, whose investment

strategy focuses on necessity-based, ecommerce-resistant, and well-located neighborhood shopping centers anchored by

omni-channel grocers serving the essential needs of diverse communities.

In December of 2024, in an effort to simplify its internal structure, the Company consolidated its equity investments in LS

BDC Holdings, LLC. On December 18, 2024, LS BDC Holdings (NGCF), LLC transferred its interest in NGCF Manager

to LS BDC Holdings, LLC and on December 30, 2024, dissolved. On December 31, 2024, LS BDC Holdings (160), LLC

and LS BDC Holdings (DN), LLC merged into LS BDC Holdings, LLC. 

Additionally, the Company formed two wholly-owned subsidiaries, LS SBIC LP and LS SSBIC LP, each licensed by the

U.S. Small Business Administration (the “SBA”), to invest in eligible “small businesses” as defined by the SBA. LS SBIC

LP received its SBIC license on February 1, 2023 (made effective as of January 27, 2023) and LS SSBIC LP received its

SSBIC license on September 12, 2024. SBA regulations currently permit SBIC LP to borrow up to $175.0 million in SBA-

guaranteed debentures with at least $87.5 million in regulatory capital (as defined in the SBA regulations), and SSBIC

license to borrow an additional $175.0 million of SBA-guaranteed debentures with at least $87.5 million in regulatory

capital, subject to the SBA’s approval. As a result, the Company has access to up to $350.0 million in SBA-guaranteed

debentures amongst its family of SBIC funds under common control. The Company consolidates its wholly-owned

subsidiaries in these consolidated financial statements from the date of each subsidiary’s formation. All significant

intercompany transactions and balances have been eliminated in such consolidation.

We believe that investment capital does not adequately flow to Working Class Areas and lower middle market companies.

Out of nearly 175,000 middle market companies with revenue between $10 million and $1 billion annually, BDCs have

only invested in 6,800 (3.9%) of such companies. 82% of BDC portfolio companies were headquartered in high-income

areas and 45% of the companies BDCs invested in were held by more than one BDC, suggesting that Working-Class Areas

1 Lafayette Square analysis of U.S. Securities and Exchange Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR)

database of BDC portfolio companies as of Q3 2024 and Dun and Bradstreet middle market companies (174,413 companies) as of

February, 2025. The Federal Financial Institutions Examination Council's (FFIEC) defines middle to upper income as median family

incomes making greater than 80% of the area median income. A total of 6,834 portfolio company investments were identified by their

headquartered addresses. Of these, this analysis includes 5,590 (82%) portfolio companies where we had enough data to determine if an

address was located in a Low-Moderate-Income tract.

2 Turnover rates are calculated by dividing the total terminations, voluntary and involuntary, for the period by the average number of

employees who worked during or received pay for the same period. National turnover includes private employee data from the U.S.

Bureau of Labor Statistics - Job Openings and Labor Turnover Survey for calendar year 2024. Data was extracted as of February 18,

2025.

3 Two-thirds of consumers, or 65%, reported living paycheck to paycheck according to a December survey of 2,986 U.S. consumers

according to a report conducted by PYMNTS and Lending Club in February 2025 titled, “The New Reality Check: The Paycheck-To-

Paycheck Report”.

4  National private sector retirement benefits participation data is sourced from the U.S. Bureau of Labor Statistics – March 2024

National Compensation Survey. “Lower wage workers” refers to those earning less than 25% of average wages.

5 Jobs employing Working Class People.

6 “Working Class Areas” refers to low- and moderate- income (“LMI”) areas, Empowerment Zones, as defined in the Empowerment

Zones and Enterprise Communities Act of 1993, as amended (“Empowerment Zones”), Opportunity Zones, as defined in the U.S. Tax

Cut and Jobs Act of 2017 (“Opportunity Zones”), and/or areas targeted by a government entity for redevelopment or to revitalize or

stabilize designated disaster areas. LMI is defined under applicable CRA regulation as an individual income that is less than 80% of the

area median income (“AMI”) or a median family income that is less than 80% in a census tract as reported by the Federal Financial

Institutions Examination Council at https://www.ffiec.gov/Medianincome.htm [ffiec.gov] (or such other industry recognized source as

may be determined by the Adviser) and (ii) a census tract, if it is identified as low-to-moderate income by the Federal Financial

Institutions Examination Council at https://geomap.ffiec.gov/ffiecgeomap/ (or such other industry recognized source as may be

determined by the Adviser). AMI is defined as the median family income for the metropolitan statistical area or metropolitan division, if

applicable, or if the person or census tract is located outside of a metropolitan statistical area, the statewide non-metropolitan median

family income.

7 “Substantial Employment” means more than 50% of the portfolio company’s workforce, measured by W-2 forms or 1099 forms filed

by workers with the Internal Revenue Service.

49

are overlooked by traditional capital markets investors.1 Additionally, U.S. private sector companies experience average

annual employee turnover of 44.3%,2 an estimated 65% of U.S. workers live paycheck to paycheck,3 and 75% of lower

wage workers do not participate in retirement benefits4

We have established a series of important goals with respect to the portfolio companies in which we invest, which we refer

to as our “2030 Goals”. These include (1) increasing employment opportunities by assisting our portfolio companies in

creating and/or retaining 100,000 Working Class Jobs5 and 150,000 jobs overall; (2) providing significant managerial

assistance to small and middle-market companies by incentivizing at least 50% of our borrowers to adopt Qualifying

Human Capital Investments recommended by our affiliated managerial assistance platform Worker Solutions® and (3)

encouraging economic growth in Working Class Areas6 by investing at least 50% of our assets in companies that are either

located in Working Class Areas or are Substantial Employers7 of Working Class People.

Tracking Progress Towards the 2030 Goals

To measure our progress towards these goals and understand the demographic data of employees in our portfolio

companies, we track the locations of our portfolio companies and the Working Class status of their employees. For these

purposes, we rely on feedback from our portfolio companies to obtain information about the status and well-being of their

employees. We cannot guarantee the accuracy of the information provided to us by our portfolio companies, and the

metrics used by different portfolio companies to calculate such information varies significantly.  However, based on our

analysis, we believe that deployment of our capital and the adoption of Qualifying Human Capital Investments

recommended by our Worker Solutions® platform for our portfolio companies can improve the lives of their employees as

reflected through a variety of statistical measures.

As of March 31, 2025:

8 Reflects information reported by portfolio companies as of their respective transaction closing date and additional

information, as of March 31, 2025, reported by 16 of 42 portfolio companies that have participated in quarterly KPI

reporting. These metrics reflect information reported by portfolio companies regarding their cumulative total number of

unique employees, counting from the closing date of the Company’s investment in such portfolio company. These metrics

include information reported by current portfolio companies as well as portfolio companies that have been exited by the

Company.

9 Turnover rates are calculated by dividing the total terminations, voluntary and involuntary, for the period by the average

number of employees who worked during or received pay for the same period. National turnover includes private employee

data from the U.S. Bureau of Labor Statistics - Job Openings and Labor Turnover Survey for calendar year 2025. Data was

extracted as of May 2, 2025.

10 Change Since Initial Investment Average is taken as the average of all portfolio companies' change in turnover, medical

care participation or retirement participation since the BDC's initial investment, otherwise known as deal close date, with

the portfolio company. A negative value indicates turnover has decreased since initial investment.  Where data wasn't

available in the same quarter as the initial investment, the next available quarter's data was used. Based on 16 out of 42

portfolio companies' current human capital data made available to Lafayette Square.

50

•51.6% of our portfolio (and 51.5% of the transactions where we were lead agent) were invested in borrowers who

are either located in Working Class Areas or are Substantial Employers of Working Class People, with 10,572

Working Class People employed out of a total of 22,786 employees. 8

•In addition, with respect to engagement by our current portfolio companies with Qualifying Human Capital

Investments, as of March 31, 2025, 45% of the transactions where we were lead agent (31% of our overall

Portfolio Companies) had adopted Qualifying Human Capital Investments (for a total of seven Third-Party

Solution Providers and fourteen HR policy changes deployed).

•Regarding all companies that have been part of our portfolio since the inception of the Company, as of March 31,

2025, 45% of the transactions where we were lead agent (30% of all Portfolio Companies) had adopted Qualifying

Human Capital Investments (for a total of seven Third-Party Solution Providers and fourteen HR policy changes

deployed).

•Of the 22,786 workers employed through our portfolio companies, 3,269 workers have utilized the services of the

Third-Party Solution Providers and/or qualifying policy changes.

•Overall, a total of 6,061 workers have access to improved benefits through Qualifying Human Capital

Investments.

By comparison, as of March 31, 2024:

•55.2% of our portfolio (and 58.3% of the transactions where we were lead agent) were invested in borrowers who

were either located in Working Class Areas or were Substantial Employers of Working Class People, with 6,430

Working Class People employed out of a total of 15,435 employees.

•In addition, with respect to engagement by our current portfolio companies with Qualifying Human Capital

Investments, as of December 31, 2024, 44% of the transactions where we were lead agent (31% of our overall

Portfolio Companies) had adopted Qualifying Human Capital Investments (for a total of seven Third-Party

Solution Providers and nine HR policy changes deployed), with 2,547 workers served and a total of 4,651 workers

with access to services.

Over time, we believe our portfolio companies' uptake of Qualifying Human Capital Investments, in combination with our

capital, will contribute to an improvement in below metrics, shown over the past two years:

Portfolio Company Human Capital Data		March 31, 2025	March 31, 2024
Employee Turnover9	Portfolio Company Average (Quarterly)	10.5%	7%
	National Average (Quarterly)	10.3%	11%
	Change Since Initial Investment Average10	(3.0)%	(2.4)%

11 Medical Care Benefits are plans that provide services or payments for services rendered in the hospital or by a qualified

medical care provider. Participation is calculated from the unrounded percentage of workers who participate in the plan.

628 employees from portfolio companies who did not provide medical care benefits data to the Company were not

included in this calculation. National private sector medical care and retirement benefits participation data are sourced from

the U.S. Bureau of Labor Statistics – March 2024 National Compensation Survey.

12 Retirement Benefit plans includes defined benefit pension plans and defined contribution retirement plans. Participation

is calculated from the unrounded percentage of workers who participate in the plan. National private sector medical care

and retirement benefits participation data are sourced from the U.S. Bureau of Labor Statistics – March 2024 National

Compensation Survey.

13 National median income 1-year data is from the U.S. Census Bureau - American Community Survey. This is the most

recent data available as of March 2025. Median family income is used to calculate individual LMI per CRA guidelines.

The metric is included at the national level to serve as a similar–but not exact–comparison.

14 Cumulative debt prevented through Third-Party Solution Provider HoneyBee, from 146 total workers across two

portfolio companies and 1,633 total workers with access to the service. Savings relative to high-cost lending products

calculated by using the average payday loan APR (~400%), average loan amount of $213, and an assumed 5-month

repayment period (the average time it takes to repay payday loans). https://www.incharge.org/debt-relief/how-payday-

loans-work/

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Participation in Medical Care Benefits11	Portfolio Company Average (Quarterly)	41.8%	57%
	National Average (Annually, As of March 2024)	45%
	Change Since Initial Investment Average	2.8%	5.6%
Participation in Retirement Benefits12	Portfolio Company Average (Quarterly)	41.2%	47%
	National Average (Annually, As of March 2024)	53%
	Change Since Initial Investment Average	4.6%	0.3%
Median Employee Income	LMI Employee Median Income (Annually)	$35,360	$39,866
	Non-LMI Employee Median Income (Annually)	$87,413	$91,750
	National Median Family Income (Annually, As of 2024)13	$96,401

As of March 31, 2025, among our portfolio companies that have adopted Third-Party Solution Provider services, 197 total

workers across three portfolio companies have cumulatively saved $114,011in emergency savings, 146 workers across two

portfolio companies combined have prevented an estimated $112,374 in debt14 through small-dollar, zero-interest loans, 45

workers from one portfolio company are building their credit scores through monthly rent reporting, and seven workers

from one portfolio company have cumulatively participated in 48 one-on-one financial coaching sessions to better their

financial wellness. Additionally, five portfolio companies have cumulatively adopted fourteen recommended HR policy

changes to expand benefits access and participation for employees, serving 2,959 workers combined.

In addition to supporting human capital investments and outcomes at our portfolio companies, Worker Solutions® has

provided enhanced managerial assistance to companies and projects affiliated with our portfolio companies. This effort

includes providing credit building through rent reporting services to 1 residential property where 489 tenants have enrolled

in credit building services out of a total of 493 residents (99.2% uptake). Of the 489 residents who are participating in the

rent reporting program, 10 of these residents established a new credit file or became “credit visible” to the consumer credit

bureaus. These newly credit visible residents posted an average credit score of 683 at the end of the recent reporting period.

Since enrollment in the rent reporting program, these residents have posted an average credit score improvement of 32

points, an average credit score of 640; overall, 41% of these residents improved their credit score, with 6% of the overall

resident group increasing their credit score above 660 - typically considered the subprime-prime threshold. 

As of March 31, 2025, a grand total of 3,758 individuals have been served through Worker Solutions® for Lafayette

Square portfolio companies and projects affiliated with portfolio companies.

The Company rewards portfolio companies with an interest rate step down when they adopt Qualifying Human Capital

Investments that we believe will enhance employee well-being and improve retention. As of March 31, 2025, Lafayette

Square portfolio companies adopting Qualifying Human Capital Investments have received $299,498 of cumulative

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savings through interest rate step downs from all lenders of record, with $192,486 of such interest rate step down savings

being provided by the Company.

Key Components of Operations

Investments

Our level of investment activity may vary substantially from period to period depending on many factors, including the

amount of debt available to middle market companies, the general economic environment and the competitive environment

for the type of investments we make.

Revenues

We generate revenue primarily in the form of interest and fee income on debt investments we hold and capital gains, if any,

on our investments. We generally expect our debt investments to have a stated term of five to eight years and typically to

bear interest at a floating rate usually determined on the basis of a benchmark such as the SOFR. Interest on these debt

investments are generally payable quarterly. In some instances, we may receive payments on our debt investments based on

scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt

investments prior to their scheduled maturity date. The frequency or volume of these repayments may fluctuate

significantly from period to period. Our portfolio activity reflects the proceeds of sales of securities. We may also generate

revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing

managerial assistance and consulting fees.

Expenses

We expect our primary annual operating expenses to include advisory fees and the reimbursement of expenses under our

Investment Advisory Agreement and our Administration Agreement, respectively. We also bear other expenses, which

include:

•our initial organization costs and operating costs incurred prior to the filing of our election to be regulated as a

BDC (in connection with our formation and the initial closing of the private offering of shares of our Common

Stock);

•the costs associated with our private offering and any subsequent offerings of our securities;

•calculating individual asset values and our net asset value (including the cost and expenses of third-party valuation

services);

•out-of-pocket expenses, including travel expenses, incurred by LS BDC Adviser, LLC (the “Adviser”), or

members of its investment team, or payable to third parties, performing due diligence on prospective portfolio

companies, dead deal or broken deal expenses and, if necessary, enforcing our rights;

•certain costs and expenses relating to distributions paid by us; 

•administration fees payable under the Administration Agreement and related expenses;

•debt service and other costs of borrowings or other financing arrangements;

•the allocated costs incurred in connection with providing services to employees of portfolio companies (of the

type described in Item I. “Business—Investment Strategy”) and/or managerial assistance (including any services

offered to portfolio companies) to those portfolio companies that request it (whether such costs are incurred by the

Adviser or LS Administration, LLC (the “Administrator”) or through payments to third party service providers);

•amounts payable to third parties relating to, or associated with, making or holding investments;

•transfer agent and custodial fees;

•costs of hedging;

•commissions and other compensation payable to brokers or dealers;

•federal and state registration fees;

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•any stock exchange listing fees and fees payable to rating agencies;

•the cost of effecting any sales and repurchases of our Common Stock and other securities;

•U.S. federal, state and local taxes;

•independent director fees and expenses;

•costs of preparing consolidated financial statements and maintaining books and records, costs of preparing tax

returns, costs of compliance with Sarbanes-Oxley Act, and attestation and costs of filing reports or other

documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including

registration and listing fees, and the compensation of professionals responsible for the preparation or review of the

foregoing;

•the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing

costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible

for the preparation of the foregoing and related matters;

•the costs of specialty and custom software expense for monitoring risk, compliance and overall investments;

•our fidelity bond;

•any necessary insurance premiums;

•extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any

agreement to provide indemnification entered into by the Company);

•direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding

up;

and other expenses incurred by either the Administrator or us in connection with administering our business, including

payments under the Administration Agreement based upon our allocable portion of the compensation paid to our Chief

Financial Officer and Chief Compliance Officer and their respective staffs. We also include the cost of providing

managerial assistance upon request to portfolio companies, and reimbursements of third-party expenses incurred by the

Administrator in carrying out its administrative services, including providing assistance in accounting, legal, compliance,

operations, technology, internal audit, investor relations, and loan agency services (including any internal and third party

service providers and/or software solutions related to the foregoing),  and being responsible for the financial records that

we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, our

Administrator assists us in determining and publishing our net asset value, overseeing the preparation and filing of our tax

returns and the printing and dissemination of reports to our stockholders, our internal control assessment under the

Sarbanes-Oxley Act, and generally overseeing the payment of our expenses and the performance of administrative and

professional services rendered to us by others. We expect our general and administrative expenses to be relatively stable or

to decline as a percentage of total assets during periods of asset growth and to increase proportionally when our asset value

declines.

Leverage

The amount of leverage we use in any period depends on a number of factors, including cash on-hand available for

investing, the cost of financing and general economic and market conditions. Prior to the Small Business Credit

Availability Act being signed into law, a BDC generally was not permitted to incur indebtedness unless immediately after

such borrowing it has an asset coverage for total borrowings of at least 200%. The Small Business Credit Availability Act,

signed into law on March 23, 2018, contains a provision that grants a BDC the option, subject to certain conditions and

disclosure obligations, to reduce the asset coverage requirement to 150%. In April 2021, our Board and initial stockholder

approved the reduced asset coverage ratio.

On September 30, 2024, we received an exemptive relief from the SEC to permit us to exclude the debt of the LS SBICs

that are guaranteed by the SBA from the 150% asset coverage ratio we are required to maintain under the 1940 Act. With

this exemptive relief, we will have increased capacity to fund up to $175.0 million (the maximum amount of SBA-

guaranteed debentures an SBIC may currently have outstanding once certain conditions have been met) of investments in

each LS SBIC with SBA-guaranteed debentures in addition to being able to fund investments with borrowings up to the

maximum amount of debt that the 150% asset coverage ratio limitation would allow us to incur.

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Portfolio and Investment Activity

The following table summarizes our portfolio and investment activity during the three months ended March 31, 2025 and

March 31, 2024 (information presented herein is at amortized cost unless otherwise indicated):

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Total Investments, beginning of period	$556,863	$271,523
New investments purchased	189,022	59,744
Net accretion of discount on investments	614	244
Net realized gains (losses) on investments	58	—
Investments sold or repaid	(80,555)	(3,403)
Total Investments, end of period	$666,002	$328,108
Portfolio companies, at beginning of period	34	19
Number of new portfolio companies	8	3
Number of exited portfolio companies	—	—
Portfolio companies, at end of period	42	22

As of March 31, 2025 and December 31, 2024, the Company’s investments consisted of the following:

	March 31, 2025
	Amortized Cost		Fair Value
First lien senior secured loans	$629,606	94.6%	$629,974	94.2%
Equity	31,471	4.7%	33,305	5.0%
Subordinated debt	1,773	0.3%	1,749	0.3%
Preferred equity	1,652	0.2%	2,197	0.3%
Convertible note	1,500	0.2%	1,500	0.2%
Warrants	—	—%	—	—%
Total	$666,002	100.0%	$668,725	100.0%

	December 31, 2024
	Amortized Cost		Fair Value
First lien senior secured loans	$540,064	97.0%	$540,195	96.9%
Equity	11,909	2.1%	12,028	2.2%
Subordinated debt	1,738	0.3%	1,712	0.3%
Preferred equity	1,652	0.3%	1,652	0.3%
Convertible note	1,500	0.3%	1,500	0.3%
Warrants	—	—%	—	—%
Total	$556,863	100.0%	$557,087	100.0%

The tables below describe investments by industry composition based on fair value as of March 31, 2025 and

December 31, 2024:

55

	March 31, 2025
	Amortized Cost		Fair Value
Professional Services	$62,177	9.3%	$62,628	9.3%
Commercial Services & Supplies	55,308	8.2%	57,190	8.5%
Transportation Infrastructure	46,617	7.0%	46,748	7.0%
IT Services	40,944	6.1%	41,351	6.2%
Specialized Consumer Services	39,837	6.0%	40,188	5.9%
Road & Rail	41,651	6.3%	39,900	5.9%
Interactive Media & Services	33,128	5.0%	34,019	5.1%
Media	34,161	5.1%	32,558	4.9%
Diversified Financial Services	29,253	4.4%	29,617	4.4%
Hotels, Restaurants & Leisure	28,339	4.3%	28,468	4.3%
Business Support Services	24,676	3.7%	24,751	3.7%
Electric Utilities	22,305	3.3%	22,500	3.4%
Health Care Equipment & Services	19,790	3.0%	19,949	3.0%
Diversified Telecommunication Services	18,826	2.8%	18,826	2.8%
Application Software	18,251	2.7%	18,358	2.7%
Health Care Providers & Services	17,569	2.6%	17,723	2.7%
Construction & Engineering	17,208	2.6%	17,274	2.6%
Pharmaceuticals	16,246	2.4%	16,385	2.5%
Aerospace & Defense	15,045	2.3%	15,224	2.3%
Insurance	15,000	2.3%	15,000	2.2%
Water Utilities	13,180	2.0%	13,420	2.0%
Electrical Equipment	12,665	1.9%	12,682	1.9%
Restaurants	11,393	1.7%	11,480	1.7%
Gas Utilities	10,721	1.6%	10,759	1.6%
Real Estate Management & Development	9,752	1.5%	9,751	1.5%
Independent Power & Renewable	8,400	1.3%	8,400	1.3%
Diversified Consumer Services	2,459	0.4%	2,459	0.4%
Food Products	1,101	0.2%	1,117	0.2%
Total	$666,002	100.0%	$668,725	100.0%

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	December 31, 2024
	Amortized Cost		Fair Value
Commercial Services & Supplies	$66,606	12.0%	$66,901	12.1%
Professional Services	57,752	10.4%	58,135	10.4%
Specialized Consumer Services	39,897	7.2%	40,288	7.2%
Road & Rail	41,613	7.5%	39,900	7.2%
Interactive Media & Services	34,011	6.1%	34,293	6.2%
IT Services	33,807	6.1%	33,820	6.1%
Media	34,140	6.1%	32,725	5.9%
Diversified Financial Services	28,388	5.1%	28,492	5.1%
Transportation Infrastructure	26,252	4.7%	26,530	4.8%
Water Utilities	23,112	4.2%	23,454	4.2%
Health Care Equipment & Services	19,702	3.5%	19,949	3.6%
Application Software	18,288	3.3%	18,400	3.3%
Health Care Providers & Services	17,595	3.2%	17,768	3.2%
Construction & Engineering	17,427	3.1%	17,428	3.1%
Pharmaceuticals	16,278	2.9%	16,426	2.9%
Aerospace & Defense	16,069	2.9%	16,108	2.9%
Electric Utilities	12,286	2.2%	12,500	2.2%
Restaurants	11,714	2.1%	11,783	2.1%
Hotels, Restaurants & Leisure	10,688	1.9%	10,877	2.0%
Gas Utilities	10,737	1.9%	10,787	1.9%
Real Estate Management & Development	9,184	1.6%	9,182	1.6%
Independent Power & Renewable	8,388	1.5%	8,388	1.5%
Diversified Consumer Services	2,459	0.4%	2,459	0.4%
Food & Staples Retailing	470	0.1%	494	0.1%
Total	$556,863	100.0%	$557,087	100.0%

The weighted average yields at amortized cost and fair value of our portfolio as of March 31, 2025 and December 31, 2024

were as follows:

	March 31, 2025		December 31, 2024
	Amortized Cost	Fair Value	Amortized Cost	Fair Value
First lien senior secured debt(2)	11.1%	11.1%	11.3%	11.3%
Subordinated debt	14.0%	14.2%	14.0%	14.2%
Bonds	12.3%	12.3%	12.3%	12.3%
Convertible note	10.0%	10.0%	10.0%	10.0%
Weighted Average Yield(1)	11.1%	11.1%	11.4%	11.4%

(1) The weighted average yield of our portfolio does not represent the total return to our stockholders.

(2) Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the

performing debt and other income producing investments as of the reporting date, divided by (b) the total investments

(including investments on non-accrual and non-income producing investments) at amortized cost or fair value. This

calculation excludes exit fees that are receivable upon repayment of certain loan investments. As of March 31, 2025 and

December 31, 2024, there were $221 and no exit fees, respectively.

57

	March 31, 2025	December 31, 2024
Number of portfolio companies	42	34
Percentage of performing debt bearing a floating rate (1)	92.7%	95.5%
Percentage of performing debt bearing a fixed rate (1)(2)	7.3%	4.5%
Weighted average spread over SOFR or LIBOR of all accruing floating rate investments	6.7%	6.7%
Weighted average EBITDA (in millions) (3)	$20.4	$22.2
Weighted average leverage (net debt/EBITDA) (4)	3.6x	3.7x
Weighted average interest coverage (4)	3.0x	2.4x

(1) Measured as a percentage of total portfolio investments at fair value. Excludes equity-like investments and debt

investments, if any, placed on non-accrual.

(2) Includes equity-like investments with coupon-bearing and income-generating structure notes and preferred stock

investments, if applicable.

(3) Figures are based on portfolio company financial statements available to the Company at period end.

(4) To calculate net debt, we include debt that ranks both senior and equally with to the tranche of debt owned by us

but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. Weighted average

net debt to EBITDA is weighted based on the fair value of our debt investments, excluding investments where net debt

to EBITDA may not be the appropriate measure of credit risk. Weighted average interest coverage is weighted based

on the fair value of our performing debt investments, excluding investments where interest coverage may not be the

appropriate measure of credit risk.

Ongoing monitoring and risk management of each asset is conducted by the Adviser's Portfolio Monitoring team under the

supervision of our Chief Risk Officer. The Portfolio Monitoring team is separate and distinct from the Adviser’s

investment team, and has as its primary responsibilities to: 

•formally monitor portfolio companies post-investment on an ongoing basis;

•perform quarterly valuations of all assets in partnership with third-party valuation agent(s);

•maintain and update internal and external asset ratings;

•oversee BDC-level monitoring; and

•lead amendment, “work out,” and restructurings processes.

Portfolio Monitoring monitors the financial trends of each portfolio company to determine if it is meeting its respective

business plan and to assess the appropriate course of action with respect to investments in each portfolio company.

Portfolio Monitoring has several methods of evaluating and monitoring the performance and fair value of our investments,

which may include the following: 

•periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic

sponsor, to discuss financial position, requirements and variants from approved budgets and internal projections;

•assessment of performance relative to business plan and key operating metrics and compliance with financial

covenants;

•assessment of performance relative to industry benchmarks or portfolio comparables, if any;

•attendance at and participation in board meetings and lender calls; and

•review of monthly, quarterly and annual audited financial statements and financial projections of portfolio

companies.

58

As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In

addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of

1 to 5 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio

investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or

acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral

coverage of the investment and other relevant factors. The rating system is as follows:

Investment Rating	Description
1	Involves the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since the time of origination or acquisition are generally favorable which may include the performance of the portfolio company or a potential exit.
2	Involves an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2.
3	Involves a borrower performing below expectations and indicates that the loan’s risk has increased since origination or acquisition. The borrower could be out of compliance with debt covenants; however loan payments are generally not past due.
4	Involves a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due)
5	Involves a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

The following table shows the distribution of the Company’s investments on the 1 to 5 internal risk rating scale as of

March 31, 2025 and December 31, 2024:

	March 31, 2025		December 31, 2024
Investment Rating	Investments at Fair Value	Percentage of Total Investments	Investments at Fair Value	Percentage of Total Investments
1	$—	—%	$—	—%
2	595,150	89.0%	483,968	86.9%
3	73,575	11.0%	73,119	13.1%
4	—	—	—	—
5	—	—	—	—
Total	$668,725	100.0%	$557,087	100.0%

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements and related disclosures in conformity with U.S. GAAP requires

management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and

59

expenses. Actual results could materially differ from those estimates. We have identified the following items as critical

accounting policies.

Fair Value Measurements

We value investments for which market quotations are readily available at their market quotations. However, a readily

available market value is not expected for many of the investments in our portfolio, and we value these portfolio

investments at fair value as determined in good faith by the Advisor and our valuation policy and process.

The valuation process is a multi-step endeavor, which includes the following:

•the quarterly valuation process commences with each portfolio company or investment being initially evaluated by

the investment professionals of the Advisor responsible for the monitoring of the portfolio investment; 

•the Advisor’s Valuation Committee reviews the valuations provided by the independent third-party valuation firm

(other than immaterial investments, which are internally valued quarterly unless otherwise deemed appropriate by

the Valuation Committee, and subsequently corroborated by an independent valuation firm on an annual basis)

and develops a valuation recommendation;

•the Adviser's Valuation Committee reviews each valuation recommendation to confirm they have been calculated

in accordance with our valuation policy and compares such valuations to the independent valuation firms'

valuation ranges to ensure the Adviser's valuations are reasonable;

•the Adviser's Valuation Committee then determines fair value marks for each of our portfolio investments; and       

•the Board and Audit Committee periodically reviews the valuation process and provides oversight in accordance

with the requirements of Rule 2a-5 under the 1940 Act.

The Company applies Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value

Measurement (ASC 820), as amended, which establishes a framework for measuring fair value in accordance with U.S.

GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be

received for an investment in a current sale, which assumes an orderly transaction between market participants on the

measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market

(which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance

with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of

activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in

determination of fair value.

The three-tier hierarchy of inputs is summarized below.

•Level 1 - Quoted prices are available in active markets/exchanges for identical investments as of the reporting

date.

•Level 2 - Pricing inputs are observable inputs including, but not limited to, prices quoted for similar assets or

liabilities in active markets/exchanges or prices quoted for identical or similar assets or liabilities in markets that

are not active, and fair value is determined through the use of models or other valuation methodologies.

•Level 3 - Pricing inputs are unobservable for the investment and include activities where there is little, if any,

market activity for the investment. The inputs into determination of fair value require significant management

judgment and estimation.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the

net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification

method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged

off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented

in the Consolidated Statements of Operations in Part I, Item 1 of this Form 10-Q reflects the net change in the fair value of

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investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are

realized.

Revenue Recognition

Investment and Related Investment Income

The Company records interest income, including amortization of premium and accretion of discount on the accrual basis to

the extent that such amounts are expected to be collected. The Company records amortized or accreted discounts or

premiums as interest income using the effective interest method or straight-line interest method, as applicable, and adjusted

only for material amendments or prepayments. Dividend income, which represents dividends from equity investments and

distributions from subsidiaries, if any, is recognized on an accrual basis to the extent that the Company expect to collect

such amount. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the

principal balance of the loan, rather than being paid to us in cash, and is recorded as interest income. Thus, the actual

collection of PIK interest may be deferred until the time of debt principal repayment. Origination fees received are

recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan,

any unamortized origination fees are recorded as investment income. The Company receives certain fees from portfolio

companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant

waiver fees and loan amendment fees, and are recorded as investment income when earned.

Non-accrual loans

A loan can be left on accrual status during the period the Company is pursuing repayment of the loan. Management reviews

all loans that become 90 days or more past due on principal and interest, or when there is reasonable doubt that principal or

interest will be collected, for possible placement on non-accrual status. When a loan is placed on non-accrual status, unpaid

interest credited to income is reversed. Additionally, any original issue discount and market discount are no longer accreted

to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans

are recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored

to accrual status when past due principal and interest is paid, and, in management’s judgment, payments are likely to

remain current.

Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code and intends to maintain such election in

future taxable years. However, there is no guarantee that the Company will qualify to make such an election for any future

taxable year. In order to qualify and be subject to tax as a RIC, among other things, the Company is required to meet

certain source of income and asset diversification requirements and timely distribute dividends for U.S. federal income tax

purposes to its stockholders of an amount at least equal to 90% of its investment company taxable income, as defined by

the Code and determined without regard to any deduction for dividends paid, for each tax year. As a RIC, the Company

would intend to make the requisite distributions to its stockholders, which will generally relieve the Company from U.S.

federal income taxes with respect to all income distributed to its stockholders.

The Company is subject to a nondeductible 4% U.S. federal excise tax on its undistributed income, unless it timely

distributes (or is deemed to have timely distributed) an amount equal to the sum of (1) 98% of ordinary income for each

calendar year, (2) 98.2% of the amount by which capital gains exceeds capital losses (adjusted for certain ordinary losses)

for a one-year period ending on October 31 of the calendar year, and (3) any income and gains recognized, but not

distributed, from the previous years. While the Company intends to distribute any income and capital gains to avoid

imposition of this 4% U.S. federal excise tax, it may not be successful in avoiding entirely the imposition of this tax. In that

case, the Company will be liable for the tax only on the amount by which it does not meet the distribution requirement.

The Company accounts for income taxes in conformity with ASC Topic 740 - Income Taxes (“ASC Topic 740”). ASC

Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in

consolidated financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing

the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the

applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be

recorded as a tax expense or tax benefit in the current year. It is the Company’s policy to recognize accrued interest and

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penalties related to uncertain tax benefits in income tax expense. There were no material unrecognized net tax benefits or

unrecognized net tax liabilities related to uncertain income tax positions as of and through March 31, 2025.

Results of Operations

The following table represents the operating results for the three months ended March 31, 2025 and March 31, 2024:

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Total investment income	$19,315	$10,765
Net expenses	10,725	4,126
Net investment income (loss)	8,590	6,639
Net realized gains (losses) on investments	58	—
Net change in unrealized gains (losses)	2,499	1,229
Net increase (decrease) in net assets resulting from operations	$11,147	$7,868

Investment Income

The composition of the Company’s investment income was as follows:

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Investment income
Interest income	$17,150	$9,616
Fee income	727	213
Interest from cash and cash equivalents	1,438	936
Total investment income	$19,315	$10,765

The increase in total investment income from $10,765 for the three months ended March 31, 2024 to $19,315 for the three

months ended March 31, 2025 was primarily driven by our deployment of capital and invested balance of investments.

Expenses

The following table summarizes the Company’s expenses for the three months ended March 31, 2025 and March 31, 2024:

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Interest and financing expenses	$6,015	$922
Incentive fee	1,514	1,169
Management fee	1,478	742
Income tax expense	629	—
Administrative services fee	450	506
Professional fees	309	377
General and administrative expenses	250	330
Directors' fees	80	80
Total expenses	10,725	4,126

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Total expenses before expense support increased to $10.7 million for the three months ended March 31, 2025 from $4.1

million for the three months ended March 31, 2024.

Interest and financing expenses increased to $6,015 for the three months ended March 31, 2025 compared to $922 for the

three months ended March 31, 2024 primarily due to an increase in the average principal amount of borrowings on our

Subscription Facility, draw down in SBA-guaranteed debentures, ING Credit Facility and Repurchase Obligations.

The increase in management fees for the three months ended March 31, 2025 when compared to the three months ended

March 31, 2024 was driven by our deployment of capital and an increase in average gross assets.

Incentive fees increased to $1,514 for the three months ended March 31, 2025 when compared to $1,169 for the three

months ended March 31, 2024 due to the increase in Net Investment Income. Refer to Note 6 Investment Advisory

Agreement of the Form 10-Q for a discussion of how the incentive fee is calculated. 

The increase in administrative services fee to $450 for the three months ended March 31, 2025 when compared to $506 for

the three months ended March 31, 2024 was due to the Company's allocable portion of overhead compensation, rent, office

services and equipment, under the Company's Administration Agreement.

General and administrative expenses, legal fees, professional fees and placement fees increased to $559 during the three

months ended March 31, 2025 when compared to $707 for the three months ended March 31, 2024 in connection with

independent audit services, external legal services, third-party valuation services for our portfolio, insurance premiums,

accounting, financial preparation and reporting services, and fees paid to the placement agent for the additional

commitment closes and capital draws.

The decrease in organizational costs to $0 for the three months ended March 31, 2025 when compared to $0 for the three

months ended March 31, 2024 was primarily related to the formation of the Company and/or the Company's subsidiaries.

Refer to Note 1 of the Form 10-Q on details regarding organizational costs.

Offering expenses decreased for the three months ended March 31, 2025 when compared to the three months ended

March 31, 2024 in connection with the offering of shares of the Company's common stock, including out-of-pocket

expenses of the Adviser and its agents and affiliates. Refer to Note 1 of the Form 10-Q on details regarding offering costs.

Financial Condition, Liquidity and Capital Resources

We intend to generate cash primarily from the net proceeds of any private offering of our Common Stock and from cash

flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our

investments. We expect our primary use of cash will be investments in portfolio companies, payments of our expenses and

cash distributions to our stockholders. From time to time we explore opportunities to enter into significant corporate

control transactions which, if consummated, could use a material amount of cash and/or require material incremental

financing.

Contractual Obligations

We have entered into the Investment Advisory Agreement with our Adviser. Our Adviser agreed to serve as our investment

adviser in accordance with the terms of our Investment Advisory Agreement. Payments under our Investment Advisory

Agreement in each reporting period consist of the base management fee equal to a percentage of the value of our gross

assets as well as an incentive fee based on our performance.

Under the Investment Advisory Agreement, the Adviser manages the day-to-day operations of, and provides investment

advisory services to, the Company. The Board approved the renewal of the Investment Advisory Agreement on June 4,

2024. The Adviser is a registered investment adviser with the SEC. The Adviser receives fees for providing services,

consisting of two components, a base management fee and an incentive fee.

We define a “Liquidity Event” as any of: (1) a quotation or listing of our common stock on a national securities exchange,

including an initial public offering or (2) a Sale Transaction. A “Sale Transaction” means (a) the sale of all or substantially

all of our capital stock or assets to, or another liquidity event with, another entity or (b) a transaction or series of

transactions, including by way of merger, consolidation, recapitalization, reorganization, or sale of stock in each case for

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consideration of either cash and/or publicly listed securities of the acquirer. Potential acquirers could include entities that

are not BDCs that are advised by the Adviser or its affiliates.

Base Management Fee

The base management fee (“Management Fee”) is payable quarterly in arrears beginning in the period during its initial

capital drawdown from its non-affiliated investors (the “Initial Drawdown”) at an annual rate of (i) prior to a Liquidity

Event, 0.75%, and (ii) following a Liquidity Event, 1.0%, in each case of the average value of our gross assets (gross assets

equal the total assets of the Company as set forth on the Company’s balance sheet) at the end of the two most recently

completed calendar quarters. No Management Fee is charged on committed but undrawn capital commitments.

For the three months ended March 31, 2025 and March 31, 2024, the Company incurred Management Fees of $1,478 and

$742, respectively. As of March 31, 2025 and December 31, 2024, there was $1,478 and $1,375 Management Fee payable

to the Adviser, respectively.

Incentive Fee

The Company also pays the Adviser an incentive fee consisting of two parts: (i) an incentive fee based on pre-incentive fee

net investment income (the “Income-Based Fee”), and (ii) the capital gains component of the incentive fee (the “Capital

Gains Fee”). For more information regarding the Income-Based Fee and the Capital Gains Fee, see Note 6 - Related Party

Agreements and Transactions.

For the three months ended March 31, 2025 and March 31, 2024, the Company incurred Income-Based Fee of $1,514 and

$1,169, respectively. As of March 31, 2025 and December 31, 2024, $1,514 and $1,578, respectively, remained payable.

Administration Agreement

We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator furnishes

us with administrative services necessary to conduct our day-to-day operations. The Administrator is reimbursed for

administrative expenses it incurs on our behalf in performing its obligations. Such costs are reasonably allocated to us on

the basis of assets, revenues, time records or other reasonable methods. We do not reimburse our Administrator for any

services for which it receives a separate fee.

If any of our contractual obligations discussed above were terminated, our costs may increase under any new agreements

that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the

services we receive under our Investment Advisory Agreement and Administration Agreement.

For the three months ended March 31, 2025 and March 31, 2024, our expenses were paid by a related party of the Adviser

and will be reimbursed by us. As of March 31, 2025 and December 31, 2024, the total amount owed to the affiliates of the

Adviser is included in the Due to Affiliate line item in the Consolidated Statements of Assets and Liabilities.

For the three months ended March 31, 2025 and March 31, 2024, the Company incurred $450 and $506, respectively, in

fees under the Administrative Agreement. These fees are included in administrative service fees in the accompanying

Consolidated Statements of Operations. As of March 31, 2025 and December 31, 2024, $0 and $0, respectively, were

unpaid and included in administrative services fee payable in the accompanying Consolidated Statements of Assets and

Liabilities. No administrative services fee was charged to the Company prior to the Company’s commencement of

operations.

Expense Support and Conditional Reimbursement Agreement

On December 30, 2021, we entered into an expense support and conditional reimbursement agreement (the “Expense

Support Agreement”) with the Adviser. The Adviser may elect to pay certain of our expenses on our behalf (each, an

“Expense Payment”), so long as no portion of the payment will be used to pay any interest expense or shareholder

servicing and/or distribution fees. Any Expense Payment that the Adviser has committed to pay must be paid by the

Adviser to us in any combination of cash or other immediately available funds no later than forty-five days after such

commitment was made in writing, and/or offset against amounts due from us to the Adviser or its affiliates.

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Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions

accrued to our shareholders based on distributions declared with respect to record dates occurring in such calendar quarter

(the amount of such excess being hereinafter referred to as “Excess Operating Funds”), we will pay such Excess Operating

Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to us within three

years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by

us will be referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) our net

investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii)

our net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii)

dividends and other distributions paid to us on account of investments in portfolio companies (to the extent such amounts

listed in clause (iii) are not included under clauses (i) and (ii) above).

Our obligation to make a Reimbursement Payment shall automatically become a liability of ours on the last business day of

the applicable calendar quarter, except to the extent the Adviser has waived its right to receive such payment for the

applicable quarter.

As of March 31, 2025 and December 31, 2024, the Company has no Unreimbursed Expense Payable.

Capital Resources and Borrowings

As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock

senior to shares of our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, subject to

receipt of certain approvals and compliance with certain disclosure requirements, immediately after each such issuance.

Section 61(a) of the 1940 Act reduces the asset coverage requirements applicable to BDCs from 200% to 150% so long as

the BDC meets certain disclosure requirements and obtains certain approvals. In April 2021, our Board and initial

stockholder approved the reduced asset coverage ratio. The reduced asset coverage requirements permit us to increase the

maximum amount of leverage that we are permitted to incur by reducing the asset coverage requirements applicable to us

from 200% to 150%. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net assets we hold,

we may raise $200 from borrowing and issuing senior securities as compared to $100 from borrowing and issuing senior

securities for every $100 of net assets under a 200% asset coverage requirement. In addition, while any senior securities

remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such

securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. As of

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March 31, 2025 and December 31, 2024, the Company’s asset coverage ratio based on the aggregate amount outstanding of

senior securities was 244.1% and 269.2%.

The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the

Company's total debt for the For the three months ended March 31, 2025 and March 31, 2024:

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Interest expense	$5,599	$721
Non-usage fee (1)	47	16
Amortization of deferred financing costs	369	185
Weighted average stated interest rate	6.11%	6.48%
Weighted average outstanding balance	$371,759	$44,738

(1)Non-usage fee is applicable to the undrawn portion of the credit facilities.

Credit Facilities

ING Credit Facility

On June 18, 2024, Lafayette Square USA, Inc. (the “Company”) entered into a Senior Secured Revolving Credit

Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the “ING Credit Facility”) with

ING Capital, LLC, as Administrative Agent, Lead Arranger, Bookrunner and Sustainability Structuring Agent.

On September 20, 2024, the Company entered into Amendment No. 1 to the Senior Secured Revolving Credit Agreement

(the “First Amendment”), which amends the ING Credit Facility. The parties to the First Amendment include the

Company, EverBank, N.A. as Lender, First-Citizens Bank & Trust Company as Lender, Subsidiary Guarantors party

thereto and ING Capital LLC, as Administrative Agent. The First Amendment provides for, among other things, an upsize

in the total commitments from lenders under the credit facility from $75 million to $1500 million.

On December 12, 2024, the Company entered into that certain Lender Joinder Agreement (the “First Lender Joinder

Agreement”), pursuant to which, through the accordion feature in the ING Credit Facility, the aggregate commitments

under the ING Credit Facility increased from $150 million to $175 million. The parties to the First Lender Joinder

Agreement include the Company, BankUnited, N.A., as additional lender, the Subsidiary Guarantors party thereto and the

Administrative Agent.

On December 20, 2024, the Company entered into that certain Lender Joinder Agreement (the “Second Lender Joinder

Agreement”), pursuant to which, through the accordion feature in the ING Credit Facility, the aggregate commitments

under the ING Credit Facility increased from $175 million to $225 million. The parties to the Second Lender Joinder

Agreement include the Company, Customers Bank, as additional lender, the Subsidiary Guarantors party thereto and the

Administrative Agent.

On March 20, 2025, the “Company entered into that certain Lender Joinder Agreement (the “Third Joinder Agreement”),

pursuant to which, through the accordion feature in the ING Credit Facility, the aggregate commitments under the ING

Credit Facility increased from $225 million to $250 million. The parties to the Third Lender Joinder Agreement include the

Company, Customers Bank, as additional lender, the Subsidiary Guarantors party thereto and the Administrative Agent.

The ING Credit Facility is guaranteed by certain subsidiaries of the Company in existence as of the closing date of the ING

Credit Facility, and will be guaranteed by certain subsidiaries of the Company that are formed or acquired by the Company

in the future (collectively, the “Guarantors”). Proceeds of the ING Credit Facility may be used for general corporate

purposes, including the funding of portfolio investments.

The ING Credit Facility currently allows the Company to borrow up to $300 million, subject to certain restrictions,

including availability under a borrowing base, which is based upon unused capital commitments made by investors in the

Company and the value of eligible portfolio investments. The amount of permissible borrowings under the ING Credit

Facility may be increased through an uncommitted accordion feature through which existing and new lenders may, at their

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option, agree to provide additional financing up to an aggregate of $300 million. The ING Credit Facility is secured by a

perfected first-priority interest in the unused commitments of the Company’s investors and substantially all of the eligible

portfolio investments held by the Company and each Guarantor, subject to certain exceptions.

The availability period with respect to the revolving credit facility under the ING Credit Facility will terminate on June 19,

2028 (“Commitment Termination Date”) and the ING Credit Facility will mature on June 18, 2029 (“Maturity Date”).

During the period from the Commitment Termination Date to the Maturity Date, the Company will be obligated to make

mandatory prepayments under the ING Credit Facility out of the proceeds of certain asset sales and other recovery events.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the ING

Credit Facility in U.S. dollars will bear interest at either (i) term SOFR plus margin of 2.70% per annum, or (ii) the

alternate base rate plus margin of 1.70% per annum. In each case, the annual interest rate will be adjustable based on a 

pricing structure that directly references our 2030 Goals, with ING acting as the sole Sustainability Structuring Agent. The

Company may elect either the term SOFR or alternate base rate at the time of drawdown, and loans denominated in U.S.

dollars may be converted from one rate to another at any time at the Company’s option, subject to certain conditions.

Amounts drawn under the ING Credit Facility in other permitted currencies will bear interest at the relevant rate specified

therein plus an applicable margin (including any applicable credit spread adjustment).

The ING Credit Facility includes customary affirmative and negative covenants, including certain limitations on the

incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit

facilities of this nature.

As of March 31, 2025 and December 31, 2024, the Company had $249.5 million and  $208.2 million, respectively, in

outstanding borrowings from the ING Facility.

The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the

ING Facility for the three months ended March 31, 2025 and March 31, 2024:

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Interest expense	$3,198	$—
Non-usage fee (1)	47	—
Amortization of financing costs	138	—
Weighted average stated interest rate	7.25%	—%
Weighted average outstanding balance	$178,810	$—

(1)Non-usage fee is applicable to the undrawn portion of the credit facilities.

Subscription Facility

On February 2, 2022, the Company entered into a subscription-based credit agreement with Sumitomo Mitsui Banking

Corporation, which was amended on June 28, 2022, December 21, 2022, and February 1, 2024 (and as may be further

amended, modified or supplemented, the “Subscription Facility”). The Subscription Facility allowed the Company to

borrow up to $38.4 million, subject to certain restrictions, including availability under a borrowing base that was based

upon unused capital commitments made by investors in the Company. The amount of permissible borrowings under the

Subscription Facility could be increased to up to $1 billion with the consent of the lenders. The Subscription Facility

matured on May 2, 2024 and bore interest at an annual rate of: (i) with respect to reference rate loans, a reference rate for

the period plus a margin equal to 2.50% (the “Applicable Margin”) and (ii) with respect to alternative rate loans, the

greatest of (a) the administrative agent's prime rate, (b) Term SOFR with a one-month term plus the Applicable Margin and

(c) the federal funds rate plus 0.50%. Subject to certain exceptions, the Subscription Facility was secured by a first lien

security interest in the Company’s unfunded investor equity capital commitments. The Subscription Facility included

customary covenants, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance

covenants, as well as usual and customary events of default for credit facilities of this nature. On May 2, 2024, the

Subscription Facility and all obligations thereunder were terminated.

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As of March 31, 2025 and December 31, 2024, the Company had $0.0 million and $208.2 million, respectively, in

outstanding borrowings from the Subscription Facility.

The following table summarizes the interest expense, non-usage fees and amortization of financing costs incurred on the

Subscription Facility for the three months ended March 31, 2025 and March 31, 2024:

	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Interest expense	$—	$239
Non-usage fee (1)	—	16
Amortization of financing costs	—	143
Weighted average stated interest rate	—%	7.59%
Weighted average outstanding balance	$—	$12,624

(1)Non-usage fee includes the portion of the facility agent fee applicable to the undrawn portion of the Subscription

Facility.

SBA Debentures

LS SBIC LP and LS SSBIC LP are able to borrow funds from the SBA against their regulatory capital (which

approximates equity capital in LS SBIC LP and LS SSBIC LP) that is paid in and is subject to customary regulatory

requirements, including, but not limited to, periodic examination by the SBA. As of March 31, 2025 and December 31,

2024, the Company funded LS SBIC LP and LS SSBIC LP with an aggregate total of $115.0 million and $110.0 million,

respectively, of regulatory capital, and have $202.5 million and $192.5 million, respectively, in SBA-guaranteed

debentures outstanding. SBA debentures are non-recourse to us, have a 10-year maturity, and may be prepaid at any time

without penalty. The interest rate of SBA debentures is fixed at the time of issuance, often referred to as pooling, at a

market-driven spread over 10-year U.S. Treasury Notes. Current SBA regulations limit the amount that each of LS SBIC

LP and LS SSBIC LP  may borrow to a maximum of $175.0 million, which is up to twice its potential regulatory capital.

The SBA-guaranteed debentures incurred an upfront commitment fee of 1.00% on the total commitment amount and a

2.435% issuance discount on drawdowns, which are amortized over the life of the SBA-guaranteed debentures. In addition,

an annual fee is charged on the SBA-guaranteed debentures which are amortized over the period.

The following table summarizes the Company’s SBA-guaranteed debentures as of March 31, 2025:

Issuance Date	Maturity Date	Debenture Amount	Interest Rate	SBA Annual Charge
September 15, 2023	March 1, 2034	$31,000	5.04%	0.047%
March 15, 2024	September 1, 2034	$5,960	4.38%	0.047%
June 14, 2024	September 1, 2034	$45,540	4.38%	0.129%
September 16, 2024	March 1, 2035	$82,505	4.96%	0.129%
December 12, 2024	March 1, 2035	$27,500	4.96%	0.347%
March 28, 2025	September 1, 2035	$9,995	4.76%	0.347%

The following table summarizes the interest expense and amortization of financing costs incurred on the SBA-guaranteed

debentures for the three months ended March 31, 2025 and March 31, 2024:

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	For the three months ended March 31, 2025	For the three months ended March 31, 2024
Interest expense	$2,401	$482
Non-usage fee	—	—
Amortization of financing costs	231	42
Weighted average stated interest rate	5.05%	6.04%
Weighted average outstanding balance	$192,949	$32,114

(1)The Company's initial borrowing under the SBA Debentures program occurred on September 15, 2023.

Repurchase Obligations

In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements

with Macquarie US Trading LLC (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and

concurrently enters into an agreement to repurchase the same investment (any such obligation, a “Repurchase Obligation”)

at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold.

The Company entered into two repurchase agreements on May 1, 2024 which were collateralized by the Company’s term

loans to each of Salt Dental Collective (the “Salt Repurchase Obligation”) and Med Learning Group, LLC (the “MLG

Repurchase Obligation” and together with the Salt Repurchase Obligation, the “May 2024 Repurchase Obligations”).

Interest under each of the May 2024 Repurchase Obligations was calculated as (a) the product of the funded amount of the

loan and (b) the product of (i) the number of days the loan is outstanding (subject to number of minimum days per the

agreement) and (ii) daily fee rate. The Company maintained effective control over the security because it is entitled and

obligated to repurchase the security before its maturity. Therefore, the repurchase agreement was treated as a secured

borrowing and not a sale. On July 30, 2024 the Company repurchased its obligation under the MLG Repurchase

Obligation.

The facilities of the Company consist of the following:

	March 31, 2025			December 31, 2024
	Aggregate Principal Amount Available	Principal Amount Outstanding	Unused Portion	Aggregate Principal Amount Available	Principal Amount Outstanding	Unused Portion
Secured borrowings	$250,000	$249,482	$518	$225,000	$208,232	$16,768
SBA-Guaranteed Debentures	202,500	202,500	—	192,505	192,505	—
Total	$452,500	$451,982	$518	$417,505	$400,737	$16,768

Off-Balance Sheet Arrangements

We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet

the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve,

to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of

March 31, 2025 and December 31, 2024, we were not party to any off-balance sheet arrangements.

Recent Developments

On April 1, 2025, the Company invested in senior secured first lien revolver in Flatworld Intermediate Corporation, with

additional funding of  $0.4 million, bearing an interest rate of 3M Term SOFR + CSA + 5.50%, maturing on March 25,

2030.

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On April 3, 2025, April 14, 2025, and April 28, 2025, the Company invested in a senior secured first lien revolver in

Synergi, LLC, with fundings totaling $1.8 million, bearing an interest rate of 3M Term SOFR + CSA + 5.50%, maturing on

December 17, 2027.

On April 4, 2025, the Company partially sold its investment in National Carbon Technologies - California, LLC for total

proceeds of $3.4 million. On April 30, 2025, the Company invested in a senior secured first lien loan in National Carbon

Technologies - California LLC with additional fundings of $9.0 million, bearing an interest rate at a fixed rate of 12.25%.

On April 10, 2025, the Company invested in an equity holding NW1LS Co-Invest with a funding of  $9.3 million.

On April 16, 2025, the Company invested in a senior secured first lien delayed draw term loan in Rotolo Consultants,

Inc.with additional fundings of  $5.3 million, bearing an interest rate of 3M Term SOFR + 5.50%, maturing on January 31,

2031.

On April 17, 2025, the Company invested in a new senior secured first lien term loan in Ickler Electric Corporation with a

term loan funded commitment of $23.5 million, bearing an interest rate of 3M Term SOFR + 6.50%, maturing on April 17,

2030. In addition, the Company invested in an equity holding with additional funding of $1.5 million, bearing interest rate

at a fixed rate of 12%.

On April 22, 2025, the Company invested in a new senior secured first lien term loan in Soapy Joe’s Midco OC Holdings,

LLC with a term loan funded commitment of $15.0 million, bearing an interest rate of 3M Term SOFR + 6.60%, maturing

on April 22, 2030. In addition, the Company had a total unfunded commitment of $5.0 million in a senior secured first lien

delayed draw term loan maturing on April 22, 2030.

On April 24, 2025, the Company received a repayment of its investment in Dartpoints Operating Company, LLC, totaling

$3.4 million in proceeds.

In addition, as of this Report date, we had an investment backlog and pipeline of approximately $38.5 million and $440.8

million, respectively. Investment backlog includes transactions approved by the Adviser’s investment committee and/or for

which a formal mandate, letter of intent or a term sheet have been issued, and therefore we believe have a strong likelihood

of closing. Investment pipeline includes transactions where initial due diligence has begun and/or analysis is in process, but

no formal mandate, letter of intent or term sheets have been issued. The consummation of any of the investments in this

backlog and pipeline depends upon, among other things, one or more of the following: satisfactory completion of our due

diligence investigation of the prospective portfolio company, our acceptance of the terms and structure of such investment

and the negotiation, execution, and delivery of satisfactory transaction documentation. In addition, we may sell all or a

portion of these investments and certain of these investments may result in the repayment of existing investments. We

cannot assure you that we will make any of these investments or that we will sell all or any portion of these investments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the

change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of

our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at

which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market

interest rates will not have a material adverse effect on our net investment income.

In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with

changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency

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markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market.

These risks will vary depending upon the currency or currencies involved.

The following table estimates the potential changes in net cash flow generated from interest income, should interest rates

increase or decrease by 100, 200 or 300 basis points. These hypothetical interest income calculations are based on a model

of the settled debt investments in our portfolio, held as of March 31, 2025, and are only adjusted for assumed changes in

the underlying base interest rates and the impact of that change on interest income. As of March 31, 2025, approximately

92.9% of investments at fair value (excluding investments on non-accrual, unfunded debt investments and non-bearing

equity investments) represent floating-rate investments  with a LIBOR or SOFR floor (including investments bearing a

prime interest rate contracts) and approximately 7.1% of investments at fair value represent non floating-rate investments.

Additionally, our subscription-based credit facility is also subject to a floating interest rate and currently paid on a floating

SOFR rates. Interest expense is calculated based on outstanding secured borrowings as of March 31, 2025 and based on the

terms of our Subscription Facility. Interest expense on our Subscription Facility is calculated using the stated interest rate

as of March 31, 2025, adjusted for the hypothetical changes in rates, as shown below. We continue to finance a portion of

our investments with borrowings and the interest rates paid on our borrowings may impact significantly our net interest

income.

We regularly measure exposure to interest rate risk. We assess interest rate risk and manage interest rate exposure on an

ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review,

we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

Based on our Consolidated Statements of Assets and Liabilities as of March 31, 2025, the following table shows the annual

impact on net investment income of base rate changes in interest rates for our settled debt investments (considering interest

rate floors for variable rate instruments), and outstanding secured borrowings assuming no changes in our investment and

borrowing structure:

	March 31, 2025
Basis point increase (decrease)	Interest Income	Interest Expense	Net Interest Income
Up 300 basis points	$22,275	$(7,784)	$14,491
Up 200 basis points	$14,278	$(5,190)	$9,088
Up 100 basis points	$6,282	$(2,595)	$3,687
Down 100 basis points	$(6,152)	$2,595	$(3,557)
Down 200 basis points	$(12,305)	$5,190	$(7,115)
Down 300 basis points	$(18,457)	$7,784	$(10,673)

We may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as

futures, options, swaps and forward contracts and credit hedging contracts, such as credit default swaps, in each case,

subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest

rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of

investment with fixed interest rates.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of March 31, 2025, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the

effectiveness and design and operation of our disclosure controls and procedures. Based on that evaluation, our

management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and

procedures were effective at a reasonable assurance level in timely alerting management, including the Chief Executive

Officer and Chief Financial Officer, of material information about us required to be included in periodic SEC filings.

However, in evaluation of the disclosure controls and procedures, management recognized that any controls and

procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our

internal control system is a process designed to provide reasonable assurance to our management and board of directors

regarding the preparation and fair presentation of published consolidated financial statements.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records

that, in reasonable detail, accurately and fairly reflect transactions recorded necessary to permit the preparation of

consolidated financial statements in accordance with U.S. generally accepted accounting principles. Our policies and

procedures also provide reasonable assurance that receipts and expenditures are being made only in accordance with

authorizations of management and our directors, and provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial

statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems

determined to be effective can provide only reasonable assurance with respect to consolidated financial statement

preparation and presentation. Also, projections of any evaluation of effectiveness as to future periods are subject to the risk

that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2025. In making

this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

in Internal Control — Integrated Framework issued in 2013. Based on the assessment, management believes that, as of

March 31, 2025, our internal control over financial reporting is effective based on those criteria.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act, that occurred during our most recently completed fiscal year that have materially affected, or are

reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

Neither we nor our Adviser or Administrator is currently subject to any material legal proceedings, nor, to our knowledge,

is any material legal proceeding that would affect our business threatened against us, or against our Adviser or

Administrator. 

From time to time, we, our Adviser or Administrator may be a party to certain legal proceedings in the ordinary course of

business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies.

While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings

will have a material effect upon our financial condition or results of operations. Our businesses are also subject to extensive

regulation, which may result in regulatory proceedings against us.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Item

1A (Risk Factors) in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The risks described in

our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to

us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition

and/or operating results. There have been no material changes known to us during the three months ended March 31, 2025,

to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31,

2024 .

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

All sales of unregistered securities during the three months ended March 31, 2025 were reported in our current reports on

Form 8-K filed with the SEC.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended March 31, 2025, none of our officers or directors adopted or terminated any contract, instruction

or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of

Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three

months ended March 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K).

(a)(1) and (2) Consolidated Financial Statements and Schedules

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No.	Description
3.1	Certificate of Incorporation of the Registrant(1)
3.2	Amendment to Certificate of Incorporation(2)
3.3	Form of Bylaws(1)
3.4	Amendment to Bylaws(3)
10.1	Senior Secured Revolving Credit Agreement dated June 18, 2024, among the Company, the subsidiary guarantors party thereto, the lenders party thereto and ING Capital LLC, as administrative agent, lead arranger, bookrunner and sustainability structuring agent (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on February 3, 2022 and incorporated herein by reference).
10.1	Amendment No.1 to Senior Secured Revolving Credit Agreement dated September 20, 2024, among the Company, the subsidiary guarantors party thereto, the lenders party thereto and ING Capital LLC, as administrative agent, lead arranger, bookrunner and sustainability structuring agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on September 24, 2024 and incorporated herein by reference).
10.1	Amendment No.2 to Senior Secured Revolving Credit Agreement dated April 24, 2025, among the Company, the subsidiary guarantors party thereto, the lenders party thereto and ING Capital LLC, as administrative agent, lead arranger, bookrunner and sustainability structuring agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on April 30, 2025 and incorporated herein by reference).
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

(1) Previously filed as part of the Registrant's Registration Statement on Form 10 (File No. 000-56289) filed on May 28,

2021 and incorporated herein by reference.

(2) Previously filed as part of Registrant's Current Report on Form 8-K filed on May 19, 2022 and incorporated herein by

reference.

(3) Previously filed as part of Registrant's Current Report on Form 8-K filed on June 8, 2023 and incorporated herein by

reference.

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned thereunto duly authorized.

	Lafayette Square USA, Inc.
Date: May 8, 2025	By: /s/ Damien Dwin
	Name: Damien Dwin
	Title: President and Chief Executive Officer
Date: May 8, 2025	By: /s/ Seren Tahiroglu
	Name: Seren Tahiroglu
	Title: Chief Financial Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following

persons on behalf of the Registrant and in the capacities indicated on May 8, 2025.

Name	Title
/s/ Damien Dwin	President, Chief Executive Officer and Chairman of the
Damien Dwin	Board of Directors
/s/ Seren Tahiroglu
Seren Tahiroglu	Chief Financial Officer