UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 16, 2024

Kennedy Lewis Capital Company

(Exact Name of Registrant as Specified in its Charter)

DELAWARE (State or Other Jurisdiction of Incorporation) 814-01603 (Commission File Number) 88-6117755 (IRS Employer Identification Number)

225 Liberty St. Suite 4210

New York, New York 10281

(Address of Principal Executive Offices, Zip Code)

(212) 782-3842

(Registrant’s telephone number, including area code)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

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

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As of September 16, 2024, the Board of Trustees (the “Board”) of Kennedy Lewis Capital Company (the “Company”) entered into the Company’s Third Amended and Restated Agreement and Declaration of Trust (the “Third Amended and Restated Declaration of Trust”) in connection with the public offering of the Company’s common shares of beneficial interest, par value $0.01 per share. The Third Amended and Restated Declaration of Trust modifies the conditions for an interested transaction in order to comply with the requirements set forth in the North American Securities Administrators Association Omnibus Guidelines.

The Third Amended and Restated Declaration of Trust became effective immediately.

The foregoing description of the Third Amended and Restated Declaration of Trust does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Declaration of Trust, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1	Third Amended and Restated Agreement and Declaration of Trust
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

			Kennedy Lewis Capital Company
Date:	September 16, 2024	By:	/s/ Anthony Pasqua
			Name: Anthony Pasqua Title: Chief Financial Officer