| Item 1. | |
| (a) | Name of issuer:
26North BDC, Inc. |
| (b) | Address of issuer's principal executive offices:
600 Madison Avenue, 26th Floor, New York, NY 10022 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
26N DL SPV LLC ("26N DL SPV")
Joshua Harris |
| (b) | Address or principal business office or, if none, residence:
600 Madison Avenue, 26th Floor, New York, NY 10022 |
| (c) | Citizenship:
See responses to Item 4 on each cover page |
| (d) | Title of class of securities:
Shares of Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
000000000 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page. |
| (b) | Percent of class:
See responses to Item 11 on each cover page.
Calculated based on 13,909,942.27 shares of Common Stock outstanding as of December 31, 2024, as provided by the Issuer. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
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| | (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
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| | (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
670,234.10 of the shares of Common Stock reported herein are directly held by 26N DL SPV, for which voting and investment control are exercised by Joshua Harris, and an additional 1,060.19 shares of Common Stock are held by 26North Direct Lending LP (the "Adviser"), the investment adviser to the Issuer. Mr. Harris is the Founder of 26North Partners LP, the indirect parent of the Adviser, and is a member of the Adviser's investment committee. In such capacities, Joshua Harris may be deemed to beneficially own the aggregate 671,294.29 shares of Common Stock reported herein, constituting a beneficial ownership percentage of 4.8% based upon 13,909,942.27 shares of Common Stock outstanding as of December 31, 2024, as provided by the Issuer.
The shares of Common Stock directly held by 26N DL SPV were acquired upon funding of a portion of the Reporting Persons' aggregate capital commitment to the Issuer. The remaining uncalled portion of the Reporting Persons' aggregate capital commitment to the Issuer will be drawn down over time at the discretion of the Issuer in exchange for additional shares of the Issuer's common stock at their then-current net asset value.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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