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1. OrganizationThird Point Private Capital Partners (together, with its consolidated subsidiaries, the “Fund”) is a Delaware statutory trust formed on May 23, 2024. The Fund is an externally managed, non-diversified closed-end management investment company. The Fund intends to elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). Prior to electing to be regulated as a BDC (the “BDC Election”), the Fund intends to operate as a private fund in reliance on an exemption from the definition of “investment company” under Section 3(c)(7) of the 1940 Act. For information regarding events occurring subsequent to March 31, 2026, including the BDC Election, see Note 7, Subsequent Events.The Fund is a party to an investment advisory agreement with Third Point Private Capital LLC (the “Adviser”), an affiliate of Third Point LLC. The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Adviser or its affiliate thereof will also serve as administrator to the Fund pursuant to which the Adviser will either provide or arrange for the provision of office space, as well as compliance, accounting and administrative support services necessary for the Fund to operate.The Fund’s investment objective is to seek to generate current income and, to a lesser extent, long-term capital appreciation. The Fund will seek to achieve its investment objective by investing primarily in senior secured loans to U.S.-domiciled, middle market private companies with a focus on originated transactions sourced through the network of the Adviser and its affiliates. The Fund generally considers middle-market companies to consist of companies with $10 million to $100 million of earnings before interest, taxes, depreciation, and amortization (“EBITDA”). While the Fund intends to target loans to middle market companies, it may invest in private credit opportunities and related investments of larger or smaller companies, as well as other structured financing solutions. While most of the Fund’s investments will be in private U.S. companies (following the BDC Election, in compliance with BDC regulatory requirements to invest at least 70% of the Fund’s assets in “qualifying assets”, as defined in Section 55(a) of the 1940 Act), the Fund may invest up to 30% of the Fund’s portfolio opportunistically in non-qualifying assets, which will be driven primarily through opportunities sourced through the Adviser.The Fund is an investment company and applies specialized accounting guidance as outlined in Financial Services – Investment Companies (Topic 946). The Adviser evaluated this guidance and determined that the Fund meets the criteria to be classified as an investment company. The Fund intends to conduct an initial private offering of its common shares of beneficial interest, par value $0.001 per share (the “Shares”), to investors who are (i) either “accredited investors” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “1933 Act”), or who are not “U.S. persons”, within the meaning of Regulation S under the 1933 Act, and (ii) prior to the BDC Election only, “qualified purchasers” within the meaning of the 1940 Act. In the Fund’s sole discretion, it may permit one or more additional closings in connection with the initial private placement of its Shares.On February 27, 2025, the Adviser, as the Fund’s sole initial shareholder, purchased 1,000 Shares at $25.00 per share, with the amount funded by TP BDC Funding LLC (formerly known as TP Opp SPV XVI LLC) on the Adviser’s behalf.As of both March 31, 2026 and December 31, 2025, the Fund had not yet commenced investment operations, and its activities were limited primarily to organizational and offering efforts.

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2. Significant Accounting PoliciesThe following is a summary of the significant accounting and reporting policies used in preparing the financial statements.Basis of presentationThe consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial information and pursuant to the requirements of Form 10-Q and Article 10 of Regulation S-X.The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes thereto included in the Fund’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.Principles of ConsolidationAs provided under Regulation S-X and ASC 946, the Fund will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Fund. Accordingly, the accompanying consolidated financial statements include the accounts of the Fund and its wholly-owned subsidiaries, TP Private Capital Partners SPV I (FLCF) LLC (“SPV I”) and TP Private Capital Partners SPV II (SCF) LLC (“SPV II”). SPV I and SPV II are special purpose financing vehicles formed in connection with credit facilities entered into subsequent to March 31, 2026. See Note 7, Subsequent Events. All significant intercompany balances and transactions have been eliminated in consolidation. As of March 31, 2026, the wholly-owned subsidiaries had no assets, liabilities, or operations.Use of EstimatesThe preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. Actual amounts may ultimately differ from those estimates and such differences could be material.Cash and cash equivalentsCash and cash equivalents include cash on deposit with financial institutions and highly liquid investments with original maturities of three months or less when purchased. As of March 31, 2026 and December 31, 2025, the Fund held only cash and did not hold any cash equivalents. Cash reported in the Consolidated Statement of Assets and Liabilities totaled $25,000 as of March 31, 2026 and December 31, 2025.Offering Costs and Organizational ExpensesOrganizational expenses include, without limitation, the cost of formation, including legal fees related to the creation and organization of the Fund, its related documents of organization and its election to be regulated as a BDC. Offering expenses include, without limitation, legal, accounting and other costs incurred in connection with offering the Fund’s shares.Organizational expenses are expensed as incurred and presented in the Consolidated Statement of Operations. Offering costs are capitalized as deferred offering costs in the Consolidated Statement of Assets and Liabilities and will be amortized over a twelve-month period commencing upon the start of the Fund’s operations. To the extent organizational expenses are paid by the Adviser on behalf of the Fund, such amounts are recorded as expense support in accordance with the Expense Support and Conditional Reimbursement Agreement described in Note 4. Amounts advanced by the Adviser are subject to potential reimbursement by the Fund in future periods, contingent upon the terms of the agreement. Reimbursement payments to the Adviser are accrued when they become probable and reasonably estimable.Professional and Other FeesProfessional and other fees may consist of audit, tax, legal, and other ongoing service provider fees incurred by the Fund. These expenses are recognized as incurred and presented in the Consolidated Statement of Operations. To the extent paid by the Adviser on behalf of the Fund, such amounts are recorded as expense support in accordance with the Expense Support and Conditional Reimbursement Agreement described in Note 4. For the three months ended March 31, 2026, the Fund incurred professional and other fees of $429,534, primarily consisting of fees incurred in connection with regulatory filings.Income TaxesFor the taxable year ended December 31, 2025, the Fund had no investment operations. Following the BDC Election, the Fund intends to elect to be treated, and qualify annually thereafter, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with its taxable year ending December 31, 2026. See Note 7, Subsequent Events, for further information regarding the BDC Election. As long as the Fund maintains its status as a RIC, it will generally not pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends or distributions. As a result, any tax liability related to income earned and distributed by the Fund would represent obligations of the Fund’s shareholders and will not be reflected in the consolidated financial statements of the Fund.To qualify for and maintain qualification as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Fund must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” as defined in the Code, for each year, which is generally its ordinary income plus the excess, if any, of its net realized short-term capital gains over its net realized long-term capital losses. The Fund intends to make sufficient distributions to its shareholders in order to qualify as a RIC and not be subject to U.S. federal corporate-level income taxes.Depending on the level of taxable income earned in a taxable year, the Fund may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from such current year taxable income into the next taxable year and pay a 4% nondeductible U.S. federal excise tax on such taxable income, as required, if it does not distribute at least 98% of its ordinary income and 98.2% of its capital gain net income. To the extent that the Fund determines that its estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, the Fund may be required to accrue estimated excise tax on estimated excess taxable income.The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a “more-likely-than-not” threshold would be recorded as a tax expense in the current year. The Adviser has reviewed the Fund’s tax positions and has concluded that no material provision for income tax is required in the Fund’s consolidated financial statements. Generally, the Fund may be subject to income tax examinations by major tax authorities including the United States and other authorities for open tax years since inception. The Fund would recognize interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Consolidated Statement of Operations. For the three months ended March 31, 2026 and 2025, the Fund did not incur any interest or penalties related to unrecognized tax positions.Recent Accounting PronouncementsIn November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires enhanced disclosure of certain income statement expense categories. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. It is to be adopted on a prospective basis with the option to apply retrospectively. The Fund is currently evaluating the impact of this guidance on its financial statements.

Basis of presentationThe consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial information and pursuant to the requirements of Form 10-Q and Article 10 of Regulation S-X.The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes thereto included in the Fund’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Principles of ConsolidationAs provided under Regulation S-X and ASC 946, the Fund will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Fund. Accordingly, the accompanying consolidated financial statements include the accounts of the Fund and its wholly-owned subsidiaries, TP Private Capital Partners SPV I (FLCF) LLC (“SPV I”) and TP Private Capital Partners SPV II (SCF) LLC (“SPV II”). SPV I and SPV II are special purpose financing vehicles formed in connection with credit facilities entered into subsequent to March 31, 2026. See Note 7, Subsequent Events. All significant intercompany balances and transactions have been eliminated in consolidation. As of March 31, 2026, the wholly-owned subsidiaries had no assets, liabilities, or operations.

Use of EstimatesThe preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. Actual amounts may ultimately differ from those estimates and such differences could be material.

Cash and cash equivalentsCash and cash equivalents include cash on deposit with financial institutions and highly liquid investments with original maturities of three months or less when purchased. As of March 31, 2026 and December 31, 2025, the Fund held only cash and did not hold any cash equivalents. Cash reported in the Consolidated Statement of Assets and Liabilities totaled $25,000 as of March 31, 2026 and December 31, 2025.

25000

Offering Costs and Organizational ExpensesOrganizational expenses include, without limitation, the cost of formation, including legal fees related to the creation and organization of the Fund, its related documents of organization and its election to be regulated as a BDC. Offering expenses include, without limitation, legal, accounting and other costs incurred in connection with offering the Fund’s shares.Organizational expenses are expensed as incurred and presented in the Consolidated Statement of Operations. Offering costs are capitalized as deferred offering costs in the Consolidated Statement of Assets and Liabilities and will be amortized over a twelve-month period commencing upon the start of the Fund’s operations. To the extent organizational expenses are paid by the Adviser on behalf of the Fund, such amounts are recorded as expense support in accordance with the Expense Support and Conditional Reimbursement Agreement described in Note 4. Amounts advanced by the Adviser are subject to potential reimbursement by the Fund in future periods, contingent upon the terms of the agreement. Reimbursement payments to the Adviser are accrued when they become probable and reasonably estimable. Professional and Other FeesProfessional and other fees may consist of audit, tax, legal, and other ongoing service provider fees incurred by the Fund. These expenses are recognized as incurred and presented in the Consolidated Statement of Operations. To the extent paid by the Adviser on behalf of the Fund, such amounts are recorded as expense support in accordance with the Expense Support and Conditional Reimbursement Agreement described in Note 4. For the three months ended March 31, 2026, the Fund incurred professional and other fees of $429,534, primarily consisting of fees incurred in connection with regulatory filings. 429534

Income TaxesFor the taxable year ended December 31, 2025, the Fund had no investment operations. Following the BDC Election, the Fund intends to elect to be treated, and qualify annually thereafter, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with its taxable year ending December 31, 2026. See Note 7, Subsequent Events, for further information regarding the BDC Election. As long as the Fund maintains its status as a RIC, it will generally not pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends or distributions. As a result, any tax liability related to income earned and distributed by the Fund would represent obligations of the Fund’s shareholders and will not be reflected in the consolidated financial statements of the Fund.To qualify for and maintain qualification as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Fund must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” as defined in the Code, for each year, which is generally its ordinary income plus the excess, if any, of its net realized short-term capital gains over its net realized long-term capital losses. The Fund intends to make sufficient distributions to its shareholders in order to qualify as a RIC and not be subject to U.S. federal corporate-level income taxes.Depending on the level of taxable income earned in a taxable year, the Fund may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from such current year taxable income into the next taxable year and pay a 4% nondeductible U.S. federal excise tax on such taxable income, as required, if it does not distribute at least 98% of its ordinary income and 98.2% of its capital gain net income. To the extent that the Fund determines that its estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, the Fund may be required to accrue estimated excise tax on estimated excess taxable income.The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a “more-likely-than-not” threshold would be recorded as a tax expense in the current year. The Adviser has reviewed the Fund’s tax positions and has concluded that no material provision for income tax is required in the Fund’s consolidated financial statements. Generally, the Fund may be subject to income tax examinations by major tax authorities including the United States and other authorities for open tax years since inception. The Fund would recognize interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Consolidated Statement of Operations. For the three months ended March 31, 2026 and 2025, the Fund did not incur any interest or penalties related to unrecognized tax positions.

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Recent Accounting PronouncementsIn November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires enhanced disclosure of certain income statement expense categories. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. It is to be adopted on a prospective basis with the option to apply retrospectively. The Fund is currently evaluating the impact of this guidance on its financial statements.

3. Offering Costs and Organizational ExpensesOffering costs and organizational expenses consist of costs incurred to establish the Fund and enable it to legally do business.For the three months ended March 31, 2026, the Fund incurred no organizational expenses. For the three months ended March 31, 2025, the Fund incurred organizational expenses of $299,374 which are included in organizational expenses in the Consolidated Statement of Operations. As of March 31, 2026 and December 31, 2025, deferred offering costs recorded by the Fund totaled $2,869,760 and $2,192,526, respectively, and are included in deferred offering costs on the Consolidated Statement of Assets and Liabilities.These costs will be subject to potential recoupment in accordance with the Fund’s Amended and Restated Expense Support and Conditional Reimbursement Agreement, as discussed and defined in Note 4.A portion of the Fund’s organizational and offering costs incurred through December 31, 2025 were allocated to an affiliated fund pursuant to the Organizational and Offering Expense Sharing Agreement (the “Expense Sharing Agreement”) with Third Point Private Capital Income Fund, an affiliated fund under common management with the Adviser). No amounts were allocated under the Expense Sharing Agreement during the three months ended March 31, 2026.

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4. Related Party TransactionsInvestment Advisory AgreementThe Fund has entered into an investment advisory agreement with the Adviser. Subject to the overall supervision of the Fund’s Board of Trustees (the “Board”), the Adviser provides investment advisory and administrative services to the Fund. For providing these services, the Adviser will receive fees from the Fund consisting of a management fee and an incentive fee. Under the investment advisory agreement, the Fund may terminate the agreement without payment of any penalty upon not less than 60 days’ written notice to the Adviser, either by vote of a majority of the outstanding voting securities of the Fund or by a majority of the Board. The Adviser may also terminate the agreement without payment of any penalty upon not less than 60 days’ written notice to the Fund.The management fee is payable quarterly in arrears at an annual rate of 1.25% of average net assets as of the end of the applicable calendar quarter and the end of the immediately preceding calendar quarter.Effective March 2, 2026, the Board approved a voluntary management fee waiver by the Adviser pursuant to which, for the first three years following commencement of operations, the Adviser will waive a portion of the management fee, reducing the annual rate to 0.50% in each of the first and second years and to 0.75% in the third year, after which the management fee will revert to the standard annual rate of 1.25%.The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s investment income (“Investment Income Incentive Fee”) and a portion is based on a percentage of the Fund’s capital gains (“Capital Gains Incentive Fee”), each as described below.(i) Investment Income Incentive FeeThe portion of the incentive fee based on the Fund’s income is determined based on the Fund’s “pre-incentive fee net investment income” for the applicable quarter, as defined in the investment advisory agreement. For purposes of calculating Investment Income Incentive Fee, “pre-incentive fee net investment income” is defined as the sum of (i) interest income, (ii) dividend income and (iii) any other income accrued during the quarter, less (iv) operating expenses incurred during the quarter, including the management fee, expenses payable to the administrator, interest expense and distributions paid on any issued and outstanding preferred shares, but exclude (v) the incentive fee and (vi) any realized capital gains, realized capital losses, or unrealized capital appreciation or depreciation.Pre-incentive fee net investment income also includes accrued income from investments with a deferred interest feature such as debt instruments that generate payment-in-kind (“PIK”) interest or zero-coupon securities, even if such income has not been received in cash by the Fund during the quarter. The Adviser is not obligated to return any portion of the incentive fee attributable to PIK interest if such income is later determined to be uncollectible in cash.Pre-incentive fee net investment income, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediately preceding quarter, is compared to a quarterly preferred return of 1.50% (6.0% annualized) (the “Hurdle Rate”) measured on a quarterly basis with a “catch-up” feature as discussed below.The Fund will pay its Adviser the Investment Income Incentive Fee quarterly in arrears with respect to the Fund’s pre-incentive fee net investment income in each calendar quarter as follows:<table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;text-align:justify;width:100%;border:0pt;"><tr><td style="width:18pt;"></td><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">No Investment Income Incentive Fee in any calendar quarter in which the Fund’s pre-incentive fee net investment income does not exceed the Hurdle Rate;</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:12pt;margin-top:0pt;table-layout:fixed;text-align:justify;width:100%;border:0pt;"><tr><td style="width:18pt;"></td><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Rate but is less than 1.714% in any calendar quarter (6.857% annualized). This portion of the pre-incentive fee net investment income (which exceeds the Hurdle Rate but is less than 1.714%) is referred to as the “catch-up”. The “catch-up” is meant to provide the Adviser with approximately 12.5% of the Fund’s pre-incentive fee net investment income as if a Hurdle Rate did not apply if pre-incentive fee net investment income exceeds 1.714% in any calendar quarter; and</td></tr></table><table style="border-collapse:collapse;font-family:'Times New Roman','Times','serif';font-size:10pt;margin-bottom:0pt;margin-top:0pt;table-layout:fixed;text-align:justify;width:100%;border:0pt;"><tr><td style="width:18pt;"></td><td style="font-family:'Times New Roman','Times','serif';font-size:10pt;vertical-align:text-top;white-space:nowrap;width:18pt;padding:0pt;">●</td><td style="padding:0pt;">12.5% of the pre-incentive fee net investment income, if any, that exceeds 1.714% in any calendar quarter (6.857% annualized), which reflects that once the Hurdle Rate is reached and the catch-up is achieved, 12.5% of all pre-incentive fee net investment income is paid to the Adviser.</td></tr></table><div style="margin-top:12pt;"></div>The fees that are payable under the investment advisory agreement for any partial period will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant period.The second component of the incentive fee is payable in arrears at the end of each calendar year in an amount equal to 12.5% of realized capital gains, if any, determined on a cumulative basis from the commencement date through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from inception through the end of such calendar year less the aggregate amount of any previously paid Capital Gains Incentive Fees.As of March 31, 2026, the Fund has not yet commenced investment activities, and no management or incentive fees are payable to the Adviser.Expense Support and Conditional Reimbursement AgreementThe Fund has entered into an Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser, pursuant to which, among other things, the Adviser has agreed to pay (“Expense Support Payment”) among other expenses and costs, organizational expenses and offering costs of the Fund on the Fund’s behalf such that these expenses do not exceed 0.1875% (0.75% on an annualized basis) of the Fund’s applicable quarter-end net asset value (the “Expense Cap”), as amended effective March 2, 2026. Prior to such amendment, the Expense Cap was 0.375% per quarter (1.50% annualized). The Adviser may also elect to pay an additional portion of the Fund’s expenses from time to time (“Expense Payment”) provided that no portion of the Expense Payment will be used to pay any interest expense or distribution and/or servicing fees of the Fund. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Fund in any combination of cash or other immediately available funds and/or offset against amounts due from the Fund to the Adviser or its affiliates.For the three months ended March 31, 2026, the Fund incurred professional and other fees of $429,534 and Trustees’ fees of $117,500. For the three months ended March 31, 2025, the Fund incurred organizational expenses of $299,374. The Adviser has elected to pay these expenses as Expense Support Payments. Accordingly, the Fund recorded expense support of $547,034 and $299,374, respectively, on the Consolidated Statement of Operations, offsetting gross operational expenses. The amounts presented for the three months ended March 31, 2025 are presented prior to the effect of the Organizational and Offering Expense Sharing Agreement entered into with Third Point Private Capital Income Fund, which became effective December 31, 2025.After giving effect to such expense support from the Adviser, the Fund had no net expenses for the three months ended March 31, 2026 or the three months ended March 31, 2025. These costs, along with any additional offering costs and organizational expenses incurred prior to the commencement of operations of the Fund, have been, and will continue to be, paid by the Adviser. However, the Fund will reimburse the Adviser for these costs in future periods to the extent that they qualify as Reimbursement Payments as discussed above. Reimbursement Payments to the Adviser will be accrued as they become probable and estimable.As of March 31, 2026 and December 31, 2025, a portion of the Adviser’s Expense Support Payments had not yet been funded by the Adviser in the amounts of $485,415 and $306,260, respectively, and are recorded as receivable from Adviser on the Consolidated Statement of Assets and Liabilities. The same amounts are included in organizational and offering costs payable, professional and other fees payable, and Trustees’ fees payable, representing the Fund’s obligation to the Trustees and third party service providers that had not yet been settled by the Adviser.The Fund capitalized offering costs of $677,234 and $637,127 during the three months ended March 31, 2026 and 2025, respectively, which are presented as deferred offering costs on the Consolidated Statement of Assets and Liabilities. The aggregate balance of such costs was $2,869,760 and $2,192,526 as of March 31, 2026 and December 31, 2025, respectively. These costs will be amortized to expense upon commencement of the Fund’s investment operations and will then be subject to future reimbursement as discussed above.Trustees’ FeesMembers of the Board who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings. For the three months ended March 31, 2026, the Fund incurred Trustees’ fees of $117,500. No Trustees’ fees were incurred during the three months ended March 31, 2025. As of March 31, 2026, $117,500 of Trustees’ fees remains unpaid and is included in Trustees’ fees payable on the Consolidated Statement of Assets and Liabilities. No Trustees’ fees were payable as of December 31, 2025. These amounts are subject to the Amended and Restated Expense Support and Conditional Reimbursement Agreement.

P60D P60D

0.0125

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5. Commitments and ContingenciesPrior to the Fund’s BDC Election, during the year ended December 31, 2025 and the three months ended March 31, 2026, the Fund entered into a series of conditional purchase agreements (each, a “Purchase Agreement” and collectively, the “Purchase Agreements”) with Macquarie Bank Limited and its affiliates (collectively, the “Financing Provider”).The Purchase Agreements provide a framework pursuant to which the Fund may, from time to time, request that the Financing Provider acquire certain loan investments designated by the Fund, subject to the Financing Provider’s approval. The transactions contemplated under the Purchase Agreements are intended to consist primarily of loans to middle-market companies consistent with the Fund’s investment objective (the “Warehousing Transactions”).Pursuant to the Purchase Agreements, the Financing Provider may acquire and temporarily hold such designated investments prior to settlement by the Fund. The Fund’s obligation to settle the purchase of any such investments (the “Warehouse Investments”) is contingent upon the satisfaction of certain conditions precedent, including (i) the Fund’s receipt of at least $50,000,000 in the aggregate from subscriptions released from escrow and committed but uncalled capital and (ii) approval of the Board. Until such conditions are satisfied, the Fund is not obligated to acquire, and does not obtain legal title to, any Warehouse Investments.The Fund’s obligations under the Purchase Agreements are guaranteed by an affiliate of the Adviser.As of March 31, 2026, the conditions precedent under the Purchase Agreements had not been satisfied and, accordingly, the Fund had not acquired any investments, and no Warehouse Investments were reflected on the Fund’s Consolidated Statement of Assets and Liabilities as of that date. Subsequent to March 31, 2026, the conditions precedent were satisfied and the Fund completed the acquisition of the Warehouse Investments. See Note 7, Subsequent Events.

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6. Net AssetsIn connection with its formation, the Fund has the authority to issue an unlimited number of Shares at $0.001 par value per share. As of March 31, 2026 and December 31, 2025, the Fund has issued 1,000 Shares at $25.00 per share, and all are outstanding.During the three months ended March 31, 2026, the Fund declared no distributions. During the year ended December 31, 2025, the Fund declared and paid a cash distribution of $564 to its sole shareholder, representing interest income earned on seed capital contributed by the shareholder. The distribution was intended to maintain the Fund’s net asset value per share at $25.00 in connection with the Fund’s initial offering.

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7. Subsequent EventsManagement has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the consolidated financial statements other than those disclosed below.Election to be Regulated as a Business Development CompanyOn April 7, 2026, the Fund completed the BDC Election by filing a notification of election on Form N-54A with the SEC.Subscription AgreementsOn April 7, 2026, the Fund entered into a subscription agreement with Delticus Opportunities Fund LLC, an affiliate of the Adviser, (“Delticus”) pursuant to which the investor committed to purchase up to $40.0 million of shares of the Fund’s Class I common stock. The commitment was funded in full. Delticus also committed an additional $20.0 million, of which $2.0 million has been funded as of the issuance date of these consolidated financial statements. The Fund also accepted fully funded capital commitments from third-party investors totaling approximately $22.5 million.Goldman Sachs Bank USA Credit FacilitiesOn April 7, 2026, SPV I, a wholly-owned subsidiary of the Fund, entered into a senior secured asset-based credit facility with Goldman Sachs Bank USA (the “ABL Credit Facility”). The ABL Credit Facility provides for an initial committed amount of $150.0 million, with the ability to increase subject to specified conditions, and has a five-year maturity consisting of a three-year reinvestment period followed by a two-year amortization period. Advances bear interest at Term SOFR plus 1.90%.On April 7, 2026, SPV II, a wholly-owned subsidiary of the Fund, entered into a senior secured revolving subscription credit facility with Goldman Sachs Bank USA (the “SCF Credit Facility”). The SCF Credit Facility provides for an initial committed amount of $20.0 million. The SCF Credit Facility matures on the earlier of (i) the 12-month anniversary of the closing date and (ii) 30 days prior to the last date the Fund may issue capital calls under its governing documents. Advances bear interest at Term SOFR plus 2.40%.Initial Portfolio / Warehouse InvestmentsOn April 7, 2026, the Fund completed the acquisition of the Warehouse Investments from the Financing Provider pursuant to the Purchase Agreements described in Note 5. The Fund acquired Warehouse Investments with aggregate commitments of approximately $105.9 million for an aggregate purchase price of approximately $85.7 million, net of accrued interest. The acquisition was funded through a combination of cash proceeds from the Fund’s private offering of Shares and borrowings under the Fund’s credit facilities described above.

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