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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): July 17, 2025

 

Stone Point Credit Income Fund

(Exact Name of Registrant as Specified in its Charter)

 

delaware   814-01783   99-6894706
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification Number)

 

20 Horseneck Lane

Greenwich, Connecticut 06830

(Address of Principal Executive Offices, Zip Code)

 

(203) 862-2900

(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 x

 

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 3.02. Unregistered Sale of Equity Securities.

 

Pursuant to a capital drawdown notice to it investors, Stone Point Credit Income Fund (the “Fund”) issued and sold 877,737.962 shares of the Fund’s common shares, par value $0.001 per share (the “Common Shares”), at a net asset value of $25.0586 per share, on June 30, 2025, and July 2, 2025, for an aggregate offering price of $21,994,884.49.

 

The sale of Common Shares were made pursuant to subscription agreements entered into by the Fund and its investors. Under the terms of the subscription agreements, investors are required to fund drawdown to purchase Common Shares up to the amount of their respective capital commitments on an as-needed basis with a minimum of 5 business days’ prior notice to the funding date.

 

On July 2, 2025 (with the final number of shares being determined on July 17, 2025), the Fund issued and sold 132,688.977 of Common Shares, at a net asset value of $25.0586 per share, pursuant to the subscription agreements entered into by the Fund and its investors, for an aggregate offering price of $3,325,000.00.

 

Each of the sales of Common Shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D, and Regulation S promulgated thereunder. The Fund has not engaged in general solicitation or advertising with regard to the issuance and sale of the Common Shares and has not offered securities to the public in connection with such issuance and sale. The Fund relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation D under the Securities Act.

    

 

 

 

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.

 

  Stone Point Credit Income Fund
     
Dated: July 21, 2025 By: /s/ Steven P. Henke
  Name: Steven P. Henke
  Title: Chief Financial Officer