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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	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: 000-56665

5C Lending Partners Corp.

(Exact name of registrant as specified in its charter)


Maryland		93-4039151
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

330 Madison Avenue, 20th Floor
New York, New York		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 516-3171

Former name, former address and former fiscal year, if changed since last report: N/A

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

     Title of each class

     Trading
Symbol

     Name of each exchange
on which registered

     N/A

     N/A

     N/A

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

Common Stock, par value $0.001 per share

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 (§232.405 of this chapter) 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 the 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 there was no established public market for the registrant’s common stock.

The number of shares outstanding of the registrant’s common stock on May 8, 2025 was 2,857,196.

5C Lending Partners Corp.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2025

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.		4

	Statements of Assets and Liabilities as of March 31, 2025 (Unaudited) and December 31, 2024	4

	Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)	5

	Statements of Changes in Net Assets for the three ended March 31, 2025 and 2024 (Unaudited)	6

	Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)	7
	Schedules of Investments as of March 31, 2025 (Unaudited) and December 31, 2024	8

	Notes to Financial Statements (Unaudited)	11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		29

Item 3. Quantitative and Qualitative Disclosure About Market Risk.		43

Item 4. Controls and Procedures.		44

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.		45

Item 1A. Risk Factors.		45

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		45

Item 3. Defaults Upon Senior Securities.		45

Item 4. Mine Safety Disclosures.		45

Item 5. Other Information.		45

Item 6. Exhibits.		46

Signatures		47

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (the “Report”) contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about 5C Lending Partners Corp. (the “Company,” “we” or “our”), the Company’s current and prospective portfolio investments, the Company’s industry, the Company’s beliefs and the Company’s assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. Our forward-looking statements include information in this Report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio investments. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2025 (the "Annual Report") provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our 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 the Company’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

•

the Company’s future operating results and distributions;

•

changes in political, economic or industry conditions, the interest rate environment, inflationary concerns, financial and capital markets, and other external factors, including pandemic-related or other widespread health crises, inflation, supply chain disruptions and conflicts involving Russia/Ukraine and Israel/Palestine, and other ongoing conflicts, including in the Middle East;

•

the Company’s ability to source investment opportunities;

•

the Company’s inability to control the business operations of the Company’s portfolio companies, and potential inability to dispose of the Company’s interests in the Company’s portfolio companies;

•

the Company’s use of borrowed money to finance a portion of the Company’s investments;

•

provisions of a credit facility or other borrowings that may limit discretion in operating the Company’s business;

•

the impact of high rates of inflation;

•

changes in the general interest rate environment;

•

the valuation of the Company’s investments in portfolio companies, particularly those having no liquid trading market;

•

the Company’s ability to recover unrealized losses;

•

the impact of competition for investment opportunities;

•

the outcome and impact of any litigation or regulatory proceeding;

•

the Company’s dependence on the Company’s and third parties’ communications and information systems;

•

the impact of cybersecurity risks, cyber incidents, corruption of confidential information on the Company or the Company’s portfolio companies;

•

the Company’s ability to comply with legal requirements, contractual obligations and industry standards relating to security, data protection and privacy;

•

the Company’s ability to manage the impact of any changes to current operating policies, investment criteria or strategies;

•

any changes to the anticipated timing or manner of liquidity events;

•

the ability of the Advisor (as defined below) to manage and support the Company’s investment process;

•

actual and potential conflicts of interest with the Advisor;

•

the Company’s access to confidential information which may restrict the Company’s ability to take action with respect to some investments and/or potential investments;

•

restrictions on the Company’s ability to enter into transactions with the Company’s affiliates;

•

the Company’s ability to make investments that could give rise to conflicts of interest;

•

the Advisor’s liability being limited under the Investment Advisory Agreement (as defined in Note 3) and the requirement for the Company to indemnify the Advisor against certain liabilities, which may lead the Advisor to act in a riskier manner on the Company’s behalf than it would when acting for its own account;

•

actual and potential conflicts associated with investments by employees of 5C in the Company and/or other 5C Accounts (as defined below);

•

the Advisor’s compliance with pay-to-play laws, regulations and policies;

•

the Company’s ability to find or replace the administrator or sub-administrator in the event of a resignation;

•

the Company’s ability to qualify and maintain the Company’s qualification as a BDC and as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”);

•

regulations governing the Company’s operations as a BDC and RIC which impact the Company’s ability to raise capital or borrow for investment purposes;

•

the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”), and the rules and regulations issued thereunder on the Company’s business;

•

the Company’s ability to manage risks associated with leverage and investing in upper middle-market companies and common or preferred equity securities;

•

the effect of changes to tax legislation and the Company’s tax position;

•

the tax status of the enterprises in which the Company may invest;

•

the Company’s ability and the ability of the Company’s portfolio companies to manage risks associated with an economic downturn and the time period required for economic recovery therefrom;

•

a contraction of available credit and/or an inability to access capital markets or additional sources of liquidity;

•

risks associated with possible disruption in the Company’s or the Company’s portfolio companies’ operations due to wars and other forms of conflict, terrorist acts, security operations and catastrophic events or natural disasters, such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics; and

•

the risks, uncertainties and other factors that the Company identifies in “Item 1A. Risk Factors” in our Annual Report, and in the Company’s other filings with the SEC that the Company will make from time to time.

Although the Company believes that the assumptions on which these forward-looking statements are based are reasonable, any of the 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 a projection or forward-looking statement in this Report should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” in our Annual Report and in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, the Company assumes no duty and does not undertake any obligation to update the forward-looking statements contained in this Report. Because the Company is 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 1934 Act and Section 27A of the 1933 Act.

Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including subsequent annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

CERTAIN DEFINITIONS

Unless indicated otherwise in this Report or the context requires otherwise, the terms:

•

“1933 Act” refers to the Securities Act of 1933, as amended;

•

“1934 Act” refers to the Securities Exchange Act of 1934, as amended;

•

“1940 Act” refers to the Investment Company Act of 1940

•

“5C” refers to 5C Investment Partners LP and its subsidiaries and affiliated entities;

•

“5C Accounts” refers collectively to the pooled investment vehicles, including the Company, other business development companies and commingled private funds, separately managed accounts, funds of one and other similar vehicles and accounts to which 5C provides and intends to provide investment advisory services;

•

“Administrator” and the Company’s “administrator” refer to 5C Investment Partners Administrator LLC, the Company’s administrator;

•

“Advisor” and the Company’s “investment adviser” refer to 5C Lending Partners Advisor LLC, the Company’s investment adviser;

•

“Company” refers to 5C Lending Partners Corp., a Maryland corporation; and

•

“Stockholders” refers to holders of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

5C Lending Partners Corp.

Statements of Assets and Liabilities

(Amounts in thousands, except share and per share amounts)


	March 31, 2025
	(Unaudited)			December 31, 2024
Assets
Non-controlled, non-affiliated investments at fair value (amortized cost $51,352 and $0, respectively)	$	51,324		$	—
Cash and cash equivalents		67,546			32,280
Deferred offering costs		925			1,226
Deferred financing costs		1,535			578
Interest receivable		594			—
Dividend receivable		37			35
Total Assets	$	121,961		$	34,119

Liabilities
Debt	$	47,600		$	—
Due to affiliate		1,508			1,140
Interest payable		227			—
Management fee payable		42			—
Accrued expenses and other liabilities		246			588
Total Liabilities	$	49,623		$	1,728

Commitments and contingencies (Note 7)

Net Assets
Preferred Stock, $0.001 par value; 1,000,000 shares authorized; 515 and 515 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively; liquidation preference of $3,000 per share(1)	$	—		$	—
Additional paid-in capital in excess of par value of Preferred Stock		1,545			1,545
Common Stock, $0.001 par value; 5,000,000,000 shares authorized; 2,857,196 and 1,242,991 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		3			1
Additional paid-in capital in excess of par value of Common Stock		70,843			30,845
Distributable earnings (Accumulated losses)		(53	)		—
Total Net Assets	$	72,338		$	32,391
Total Liabilities and Net Assets	$	121,961		$	34,119
Net Asset Value Per Share of Common Stock(2)	$	24.78		$	24.82

(1) The par amount of Preferred Stock at March 31, 2025 and December 31, 2024 is zero due to rounding.

(2) Net asset value per share of Common Stock may not recalculate due to rounding.

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

5C Lending Partners Corp.

Statements of Operations (Unaudited)

(Amounts in thousands, except share and per share amounts)


	For the Three Months Ended			For the Three Months Ended
	March 31, 2025			March 31, 2024
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income	$	981		$	—
Dividend income		52			—
Other income		30			—
Total Investment Income		1,063			—
Expenses
Interest expense	$	557		$	—
Administrative service expenses		846			186
Organizational expenses		—			297
Professional fees		552			—
Amortization of deferred offering costs		408			—
Other general and administrative expenses		208			—
Directors' fees		86			—
Management fees		42			—
Total Expenses		2,699			483
Less: Expenses waived by Advisor (Note 3)		(762	)		(186	)
Less: Expense Support (Note 3)		(1,313	)		(297	)
Reimbursement of expense support (Note 3)		464			—
Net Expenses		1,088			—
Net Investment Income (Loss)		(25	)		—
Unrealized and Realized Gains (Losses)
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments		(28	)		—
Total Net Unrealized and Realized Gains (Losses)		(28	)		—
Net Increase (Decrease) in Net Assets Resulting from Operations	$	(53	)	$	—
Preferred Stock dividends		(46	)		—
Net Increase (Decrease) in Net Assets Resulting from Operations applicable to Common Stock	$	(99	)	$	—
Per Share Information - Basic and Diluted
Net investment income (loss) per share of Common Stock (basic and diluted)(1)(2)	$	(0.02	)	$	—
Earnings per share of Common Stock (basic and diluted)(1)(2)	$	(0.07	)	$	—
Weighted average shares of Common Stock outstanding (basic and diluted)(2)		1,350,604			—

(1) Net investment income (loss) per share of Common Stock (basic and diluted) and earnings per share of Common Stock (basic and diluted) may not recalculate due to rounding.

(2) There were no shares of Common Stock outstanding for the three months ended March 31, 2024.

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

5C Lending Partners Corp.

Statements of Changes in Net Assets (Unaudited)

(Amounts in thousands, except share data)


	Preferred Stock				Common Stock				Additional Paid-in		Distributable Earnings (Accumulated			Total Net
	Shares		Par Value		Shares		Par Value		Capital		Losses)			Assets
Balance at December 31, 2024(1)		515	$	—		1,242,991	$	1	$	32,390	$	—		$	32,391
Operations:
Net investment income (loss)		—		—		—		—		—		(25	)		(25	)
Net change in unrealized gains (losses)		—		—		—		—		—		(28	)		(28	)
Net Increase (Decrease) in Net Assets Resulting from Operations		—	$	—		—	$	—	$	—	$	(53	)	$	(53	)
Capital Share Transactions:
Issuance of Common Stock		—		—		1,614,205		2		39,998		—			40,000
Issuance of Preferred Stock		—		—		—		—		—		—			—
Distributions:
Preferred Stock dividends		—		—		—		—		—		—			—
Net Increase (Decrease) for the Period		—		—		1,614,205		2		39,998		(53	)		39,947
Balance at March 31, 2025(1)		515	$	—		2,857,196	$	3	$	72,388	$	(53	)	$	72,338

	Preferred Stock				Common Stock				Additional Paid-in		Distributable Earnings (Accumulated			Total Net
	Shares		Par Value		Shares		Par Value		Capital		Losses)			Assets
Balance at December 31, 2023(2)		—	$	—		—	$	—	$	—	$	—		$	—
Operations:
Net investment income (loss)		—		—		—		—		—		—			—
Net change in unrealized gains (losses)		—		—		—		—		—		—			—
Net Increase (Decrease) in Net Assets Resulting from Operations		—	$	—		—	$	—	$	—	$	—		$	—
Capital Share Transactions:
Issuance of Common Stock		—		—		—		—		—		—			—
Issuance of Preferred Stock		—		—		—		—		—		—			—
Distributions:
Preferred Stock dividends		—		—		—		—		—		—			—
Net Increase (Decrease) for the Period		—		—		—		—		—		—			—
Balance at March 31, 2024(2)		—	$	—		—	$	—	$	—	$	—		$	—

(1) The par amounts of Preferred Stock are zero due to rounding.

(2) The balances are zero due to the period being prior to the contribution of seed capital. All expenses incurred up to this date were either advanced by the Advisor on behalf of the Company and made subject to the Expense Support Agreement (Note 3), capitalized as an asset with an offsetting liability, or waived entirely.

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

5C Lending Partners Corp.

Statements of Cash Flows (Unaudited)

(Amounts in thousands)


	For the Three Months Ended			For the Three Months Ended
	March 31, 2025			March 31, 2024
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations	$	(53	)	$	—
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases and originations of investments, net		(51,324	)		—
Net change in unrealized (gains) losses on investments		28			—
Net amortization of discount on investments		(28	)		—
Accrual of deferred offering costs		(107	)		(77	)
Amortization of deferred offering costs		408			—
Accrual of deferred financing costs		(82	)		—
Amortization of deferred financing costs		176			—
Changes in Operating Assets and Liabilities:
Interest receivable		(594	)		—
Management fees payable		42			—
Interest payable		227			—
Dividend receivable		(2	)		—
Due to affiliate		368			—
Accrued expenses and other liabilities		(98	)		77
Net Cash Provided by (used in) Operating Activities		(51,039	)		—
Cash Flows from Financing Activities:
Proceeds from issuance of Common Stock		40,000			—
Borrowings on debt		70,200			—
Repayments on debt		(22,600	)		—
Deferred financing costs paid		(1,295	)		—
Net Cash Provided by (used in) Financing Activities		86,305			—
Net Increase (Decrease) in Cash and Cash Equivalents		35,266			—
Cash and Cash Equivalents, Beginning of Period		32,280			—
Cash and Cash Equivalents, End of Period	$	67,546		$	—
Supplemental Information:
Interest paid during the period	$	154		$	—

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


5C Lending Partners Corp.
Schedule of Investments as of March 31, 2025 (Unaudited)
(Amounts in thousands, except percentages)
Financial services
Company(1)(2)(7)(8)(9)(11)(13)(14)	Investment Type	Initial Acquisition Date	Reference Rate and Spread		Interest Rate			Maturity Date		Par Amount/Units(4)		Amortized Cost(5)(6)			Fair Value			Percentage of Net Assets Applicable to Common Stock
Non-controlled, non-affiliated investments
Debt Investments
Financial Services
Foundation Risk Partners, Corp.(12)	First Lien Delayed Draw Term Loan	3/2025	SOFR + 4.75%			—		10/2030		$	—	$	(62	)	$	(63	)		-0.09	%
World Insurance Associates, LLC(12)	First Lien Delayed Draw Term Loan	2/2025	SOFR + 5.00%			—		4/2030			—		(49	)		(50	)		-0.07	%
World Insurance Associates, LLC(12)	First Lien Revolver	2/2025	SOFR + 5.00%			—		4/2030			—		(5	)		(5	)		-0.01	%
Health Care Providers and Services
AAH Topco., LLC(12)	First Lien Delayed Draw Term Loan	3/2025	SOFR + 5.00%			—		12/2027			—		(87	)		(88	)		-0.12	%
Professional Services
Endor Purchaser, Inc.(12)	First Lien Delayed Draw Term Loan	1/2025	SOFR + 5.00%			—		1/2032			—		(28	)		(29	)		-0.04	%
Endor Purchaser, Inc.(12)	First Lien Revolver	1/2025	SOFR + 5.00%			—		1/2032			—		(28	)		(29	)		-0.04	%
Endor Purchaser, Inc.(3)	First Lien Term Loan	1/2025	SOFR + 5.00%			9.30	%	1/2032			26,250		26,000			25,988			36.71	%
Software
Vamos Bidco, Inc.(12)	First Lien Delayed Draw Term Loan	1/2025	SOFR + 4.75%			—		1/2032			—		(53	)		(54	)		-0.08	%
Vamos Bidco, Inc.(12)	First Lien Revolver	1/2025	SOFR + 4.75%			—		1/2032			—		(31	)		(32	)		-0.05	%
Vamos Bidco, Inc.(3)	First Lien Term Loan	1/2025	SOFR + 4.75%			9.05	%	1/2032			25,946		25,695			25,686			36.29	%
Total Debt Investments													51,352			51,324			72.50	%
Total Investments before Cash Equivalents													51,352			51,324			72.50	%
BlackRock Liquidity Funds T-Fund Institutional Share Class(10)	Money Market Fund	10/2024		—		4.22	%		—		67,545		67,545			67,545			95.41	%
Total Cash Equivalents													67,545			67,545			95.41	%
Total Investments after Cash Equivalents												$	118,897		$	118,869			167.91	%

(1)

Unless otherwise indicated, the Company’s portfolio companies are domiciled in the United States.

(2)

Unless otherwise indicated, the fair value of all investments were determined using significant unobservable inputs and are considered Level 3 investments in accordance with ASC Topic 820. See Note 5 “Fair Value Measurements” for additional details related to investments at fair value.

(3)

Investment contains a variable rate structure, and may be subject to an interest rate floor. Variable rate investments bear interest at a rate that may be determined by reference to either Secured Overnight Financing Rate (“SOFR”) or an alternate base rate (which can include the Federal Funds Rate or the Prime Rate), selected at the borrower’s option, and which reset periodically based on the terms of the credit agreement. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The interest rate shown is the interest rate in effect at March 31, 2025.

(4)

The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments and cash equivalents.

(5)

The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on term debt investments using the effective interest method and the straight-line method for revolving or delayed draw investments.

(6)

As of March 31, 2025, the estimated cost basis of investments for U.S. federal tax purposes was $118,897 resulting in estimated gross unrealized gains and losses of $0 and $28, respectively.

(7)

Under the 1940 Act, the Company would “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities or has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2025, the Company does not “control” any portfolio companies.

(8)

Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of a portfolio company if the Company owns more than 5% of the portfolio company's outstanding voting securities. As of March 31, 2025, the Company does not identify any of its portfolio companies as affiliates.

(9)

Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. Non-qualifying assets represented 0% of total assets as of March 31, 2025.

(10)

This security is valued using observable inputs and is considered a Level 1 investment within the fair value hierarchy. See Note 5 “Fair Value Measurements” for additional details related to investments at fair value. This security is included in Cash and Cash Equivalents on the Statements of Assets and Liabilities.

(11)

All or a portion of this security was acquired in a transaction exempt from registration under the Securities Act of 1933, and may be deemed to be "restricted securities" under the Securities Act. As of March 31, 2025, the aggregate fair value of these securities is $0, or 0.0% of the Company's net assets.

(12)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost, fair market value adjustments or a combination thereof. See Note 7 "Commitments and Contingencies" for more information on the Company's unfunded commitments.

(13)

Certain portfolio company investments may be subject to contractual restrictions on sales.

(14)

All funded debt investments are income producing. As of March 31, 2025, there were no investments that were on a non-accrual status.

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


5C Lending Partners Corp.
Schedule of Investments as of December 31, 2024
(Amounts in thousands, except percentages)

Company(1)(2)(6)(7)(8)	Investment Type	Initial Acquisition Date	Reference Rate and Spread		Interest Rate			Maturity Date		Par Amount/Units(3)		Amortized Cost(4)(5)		Fair Value		Percentage of Net Assets Applicable to Common Stock
Total Debt Investments												$	—	$	—		0.00	%
Total Investments before Cash Equivalents													—		—		0.00	%
BlackRock Liquidity Funds T-Fund Institutional Share Class(9)	Money Market Fund	10/2024		—		4.36	%		—		9,242		9,242		9,242		29.96	%
Total Cash Equivalents													9,242		9,242		29.96	%
Total Investments after Cash Equivalents												$	9,242	$	9,242		29.96	%

(1)

Unless otherwise indicated, the Company’s portfolio companies are domiciled in the United States.

(2)

Unless otherwise indicated, the fair values of all investments were determined using significant unobservable inputs and are considered Level 3 investments in accordance with ASC Topic 820. See Note 5 “Fair Value Measurements” for additional details related to investments at fair value.

(3)

The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments and cash equivalents.

(4)

The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. The Company did not hold a debt investment as of December 31, 2024.

(5)

As of December 31, 2024, the estimated cost basis of investments for U.S. federal tax purposes was $9,242 resulting in estimated gross unrealized gains and losses of $0 and $0, respectively.

(6)

Under the 1940 Act, the Company would “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities or has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2024, the Company does not “control” any portfolio companies.

(7)

Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of a portfolio company if the Company owns more than 5% of the portfolio company's outstanding voting securities. As of December 31, 2024, the Company does not identify any of its portfolio companies as affiliates.

(8)

(9)

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

5C Lending Partners Corp.

Notes to Financial Statements (Unaudited)

(Amounts in thousands, except share, per share data, percentages and as otherwise noted)

1. Organization and Business

5C Lending Partners Corp. (the "Company") is incorporated under the laws of the State of Maryland and was formed on October 16, 2023. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”). For U.S. federal income tax purposes, beginning with its tax year ending December 31, 2024, the Company will elect to be treated, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986; as amended (the “Code”). As a BDC and a RIC, the Company is required to comply with certain regulatory and tax requirements.

The Company's investment objective is to generate current income and long-term capital appreciation primarily by investing in U.S.-domiciled upper middle-market companies through direct originations of first lien debt (including stand-alone first lien loans, "unitranche" loans, which are loans that combine both senior and subordinated debt, generally in a first lien position and first lien secured bonds) and, to a lesser extent, second lien debt, unsecured debt and equity or equity-related investments. The Company generally considers upper middle-market companies to consist of companies with earnings before interest, income tax, depreciation and amortization between $50 million to $500 million annually at the time of investment. The Company may from time to time invest in smaller or larger companies and other instruments if the Advisor (as defined below) believes that the opportunity presents attractive investment characteristics and the potential for attractive risk-adjusted returns.

The Company is managed by 5C Lending Partners Advisor LLC (the “Advisor”). The Advisor is a limited liability company that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Subject to the Company's board of directors (the “Board of Directors”) and pursuant to the Investment Advisory Agreement (as defined in Note 3), the Advisor manages the Company’s day-to-day operations and provides investment advisory and management services to the Company.

The Company has conducted and from time to time may conduct private offerings of shares of the Company's common stock (the "Common Stock", and each such offering, a “Private Offering”), in the United States to “accredited investors” within the meaning of Regulation D under the 1933 Act, and outside the United States in accordance with Regulation S or Regulation D under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act. At each closing of a Private Offering, each investor will make a capital commitment (a “Capital Commitment”) to purchase shares of the Common Stock pursuant to a subscription agreement entered into with the Company (each a "Subscription Agreement" and together, the "Subscription Agreements"). Investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice.

On July 10, 2024, an affiliate of the Advisor seeded the Company by purchasing 1,000 shares of the Company’s Common Stock, par value $0.001 per share, at a price of $25.00 per share as the Company’s initial capital. The Company commenced operations on September 26, 2024, the date the Company issued 515 shares of 12.0% Series A cumulative preferred shares with a par value of $0.001 per share (“Preferred Stock”) for an aggregate offering price of $1,545 and separately issued 80,000 shares of Common Stock for proceeds of $2,000 from outstanding Commitments of an affiliate to the Advisor. Prior to the commencement of operations, only organizational and administrative activities were conducted. The Company commenced investment operations in January 2025.

2. Significant Accounting Policies

Basis of Presentation

The unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 13, 2025.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. The Company is an investment company and therefore, applies the specialized accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC Topic 946”). In the opinion of management, all adjustments considered necessary for the fair presentation of the financial statements have been included. The functional currency of the Company is U.S. dollars, and these financial statements have been prepared in that currency.

The Company’s fiscal year ends on December 31.

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 financial statements. Actual amounts could differ from those estimates and such differences could be material.

Consolidation

As provided under Regulation S-X and ASC Topic 946, the Company will generally 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 Company.

Segment Reporting

In accordance with ASC Topic 280 - Segment Reporting (“ASC Topic 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 capital appreciation primarily through first lien debt investments. The chief operating decision maker (the “CODM”) is comprised of the Company’s co-presidents, chief financial officer and general counsel and assesses the performance and makes operating decisions of the Company primarily based on the Company’s net increase (decrease) 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 amounts 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 statements of assets and liabilities as “total assets” and the significant segment expenses are listed on the accompanying statements of operations.

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits held with financial institutions and are highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost which approximates fair value. The Company deposits its cash with highly rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law. As of March 31, 2025 and December 31, 2024, the Company had $67,545 and $9,242, respectively, of cash equivalents invested in a money market fund. As of March 31, 2025 and December 31, 2024, the Company had cash balances of $1 and $23,038, respectively.

Investment Transactions

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 gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Other Income

Other income includes income such as consent, waiver, amendment, and unused fees associated with the Company’s investment activities, as well as any fees for managerial assistance services rendered by the Company to its portfolio companies. Such fees are recognized as income when earned or the services are rendered.

Investments at Fair Value

The Board of Directors is responsible for overseeing the valuation of our portfolio investments at fair value as determined in good faith pursuant to the Advisor’s valuation policy. As permitted by Rule 2a-5 of the 1940 Act, the Board of Directors has designated the Advisor as our valuation designee with day-to-day responsibility for implementing the portfolio valuation process set forth in the Advisor’s valuation policy.

We apply Financial Accounting Standards Board Codification Topic 820, Fair Value Measurement (“ASC Topic 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 Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at 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 Topic 820, we consider our principal market to be the market that has the greatest volume and level of activity. ASC Topic 820 specifies a fair value hierarchy that prioritizes and ranks the levels of observability of inputs used in the determination of fair value. In accordance with ASC Topic 820, these three levels are summarized below:

•

Level 1- Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.

•

Level 2- Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•

Level 3- Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the period in which the transfer(s) occurs. In addition to using the above inputs in investment valuations, the Advisor will apply the valuation policy approved by our Board of Directors that is consistent with ASC Topic 820. Consistent with the valuation policy, the Advisor evaluates the source of each input, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (i.e., broker quotes), the Advisor subjects those prices to various criteria to determine whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment.

The Advisor determines the fair value of our investment portfolio on a quarterly basis. Securities that are publicly traded with readily available market prices will be valued at the reported closing price on the valuation date. Securities that are not publicly traded with readily available market prices will be valued at fair value as determined in good faith by the Advisor, in accordance with the valuation policy approved by the Board of Directors. In connection with that determination, the Advisor will prepare portfolio investment valuations which are based on relevant inputs, including, but not limited to, dealer quotes, values of comparable securities, recent portfolio company financial statements, forecasts and other relevant disclosures, and valuations prepared by independent third-party pricing and valuation services.

Due to the inherent uncertainty of determining the fair value of investments that do not have readily available market values, the fair value of such investments may fluctuate from period to period due to changes in the unobservable inputs that the Advisor employs to determine the fair value of such investments. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a readily available market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize an amount(s) that is different from the amount(s) presented and such differences could be material.

In addition, changes in the market environment including the impact of changes in broader market indices and credit spreads and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Interest and Dividend Income Recognition

Interest income is recorded on an accrual basis and includes amortization of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity. For the three months ended March 31, 2025, none of our investment income was comprised of PIK interest. PIK dividends represent accrued dividends that are added to the shares held of the equity investment on the respective dividend payment dates rather than being paid in cash and generally becomes due at a certain trigger date. Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method or the straight-line method for revolving or delayed draw investments. The amortized cost of investments represents the original cost adjusted for the amortization of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts and premiums to par value are recorded as interest income in the current period.

Loans are generally placed on non-accrual status when interest or principal payments become materially past due and there is reasonable doubt that principal or interest will be collected in full. Recognition of interest income from that loan will be ceased until principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Company’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in the Company’s judgment, are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value or is in the process of collection. Accrued interest is written-off when it becomes probable that the interest will not be collected, and the amount of uncollectible interest can be reasonably estimated.

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Dividend income earned from money market funds is recorded on an accrual basis.

Deferred Financing Costs

Deferred financing costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These amounts are capitalized as assets on the Statements of Assets and Liabilities and amortized on a straight-line basis over the life of the borrowings and included in interest expense in the Statements of Operations. As of March 31, 2025 and December 31, 2024, the Company had deferred financing costs net of amortization of $1,535 and $578, respectively. For the three months ended March 31, 2025 and 2024, amortization of deferred financing costs was $176 and $0, respectively. As of March 31, 2025 and December 31, 2024, the amount of capitalized financing costs paid by an affiliate of the Advisor on behalf of the Company was $266 and $12, respectively, and the amount of capitalized financing costs payable to third parties was $149 and $566, respectively. As of March 31, 2025 and December 31, 2024, the Company had outstanding borrowings of $47,600 and $0, respectively.

Organizational Expenses and Offering Costs

Organizational expenses are expensed as incurred and include the cost of formation, including legal fees related to the creation and organization of the Company and its related documents of organization.

Offering costs include legal fees, registration fees, and other offering costs associated with the Company's continuous offering. Offering costs of the Company are capitalized as a deferred charge and are amortized to expense on a straight-line basis over 12 months from the later of the Company's commencement of operations or incurrence. For the three months ended March 31, 2025 and 2024, the Company incurred offering costs of $107 and $77, respectively. For the three months ended March 31, 2025 and 2024, amortization of offering costs was $408 and $0, respectively. For the three months ended March 31, 2025 and 2024, the portion of amortized offering costs that the Advisor has elected to pay on behalf of the Company was $383 and $0, respectively, which was made subject to conditional reimbursement by the Company, pursuant to the Expense Support Agreement defined and further described in Note 3.

As of March 31, 2025 and December 31, 2024, the Company capitalized $925 and $1,226, respectively, of offering costs net of amortization. As of March 31, 2025 and December 31, 2024, the amount of capitalized offering costs paid by an affiliate of the Advisor on behalf of the Company was $778 and $1,128, respectively, and the amount of capitalized offering costs payable to third parties was $96 and $22, respectively.

Under the Investment Advisory Agreement and the Administration Agreement (each as defined in Note 3), the Company is responsible for bearing its organizational expenses, offering costs and other costs and expenses of its operations, administration, and transactions. Organizational expenses and the amortization of offering costs incurred by the Company and elected to be paid by the Advisor under the Expense Support Agreement represents a liability of the Company when the Company meets the conditions for reimbursement under the Expense Support Agreement. Refer to Note 3 for additional information.

Prepaid Expenses

Prepaid expenses represent payments made by the Company in advance for goods and services to be received in the future. They are recognized on the Statements of Assets and Liabilities and are amortized on a straight-line basis over the period of service. As of March 31, 2025 and December 31, 2024, the Company did not have any prepaid expenses.

Income Taxes

As described in Note 1, the Company intends to elect to be treated as a RIC. So long as the Company maintains its status as a RIC, it generally will not be subject to corporate level U.S. federal income taxes on any ordinary income or capital gains that is distributed at least annually to its stockholders as dividends. Any tax liability related to income earned and distributed by the Company represents the obligations of the Company’s investors and will not be reflected in the financial statements of the Company.

To qualify and be subject to tax as a RIC for U.S. federal income tax purposes, the Company will need to ensure that (among other things) it generates certain sources of income and meets asset diversification requirements and distributes to its stockholders, for each taxable year, an amount equal to at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses. The Company will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (i) 98% of the Company’s net ordinary income for each calendar year, (ii) 98.2% of the amount by which the Company’s capital gains exceed the Company’s capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax.

The Company follows ASC Topic 740 which requires the Company to evaluate tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. As of March 31, 2025, no tax expenses and no interest and penalties were incurred. The Company's federal and state tax returns, beginning with the tax year ending December 31, 2024, remain open to examination by applicable tax authorities.

Distributions

To the extent that the Company has taxable income available, the Company intends to make quarterly distributions to its stockholders. Distributions to stockholders are recorded on the record date. All distributions will be paid at the discretion of the Board of Directors and will depend on the Company’s earnings, financial condition, maintenance of the Company’s tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board of Directors may deem relevant from time to time.

The Company has adopted a distribution reinvestment plan that provides for reinvestment of distributions on behalf of stockholders, unless a stockholder elects to receive cash distributions. As a result, if the Board of Directors authorizes, and the Company declares, a cash dividend or other distribution, then the stockholders who have not ‘opted out’ of the distribution reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s Common Stock, rather than receiving the cash distributions.

Recent Accounting Standards

In December 2023, the FASB issued Accounting Standards Update ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”)”. ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 with early adoption being permitted. The Company is currently evaluating the impact of this guidance and does not expect a material impact to the financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. In January 2025, the FASB issued ASU 2025-01 to clarify ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption and retrospective application is permitted. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact to the financial statements.

Other than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

3. Agreements and Related Party Transactions

Investment Advisory Agreement

On June 18, 2024, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Advisor. Under the terms of the Investment Advisory Agreement, the Advisor provides investment advisory services to the Company. The Advisor’s services under the Investment Advisory Agreement are not exclusive, and the Advisor is free to furnish similar or other services to others so long as its services to the Company are not impaired. Pursuant to the Investment Advisory Agreement, the Company will pay the Advisor a fee for its investment advisory and management services consisting of two components—a base management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”). Unless waived by the Advisor, the cost of both the Management Fee and the Incentive Fee will be borne by the Company’s stockholders.

Management Fee

The Management Fee is payable quarterly in arrears. The Management Fee is payable at an annual rate of 0.60% of the average value of the Company’s gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of each of the Company’s two most recently completed calendar quarters. The Management Fee will increase to 1.00% in the event the Company’s Common Stock is listed on a national securities exchange (“Exchange Listing”).

The Management Fee for any partial quarter is appropriately prorated (based on the actual number of days elapsed relative to the total number of days in such calendar quarter). For purposes of the Investment Advisory Agreement, “gross assets” means the Company’s total assets determined on a consolidated basis in accordance with U.S GAAP, excluding cash and cash equivalents, but including assets purchased with borrowed amounts.

For the three months ended March 31, 2025 and 2024, Management Fees were $42 and $0, respectively.

Incentive Fee

The Incentive Fee consists of two parts: (i) an Investment Income Incentive Fee and (ii) a Capital Gains Incentive Fee. The Investment Income Incentive Fee is calculated and payable on a quarterly basis, in arrears, and will equal 10.0% (17.5% in the event of an Exchange Listing) of Pre-Incentive Fee Net Investment Income (defined below) for the immediately preceding calendar quarter, subject to a quarterly preferred return of 1.50% (i.e., 6.0% annualized), or “Hurdle,” measured on a quarterly basis and subject to a 100% “catch-up” feature.

“Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any accrued income that the Company has not yet received in cash, interest in the form of securities received rather than cash, including original issuance discount (“OID”), PIK and zero coupon investments, and any other fees such as commitment, origination, structuring, diligence, consulting, or other fees that the Company receives from portfolio companies) accrued during the calendar quarter minus the Company’s operating expenses accrued during the calendar quarter (including the Management Fee, administrative expenses and any interest expense and dividends paid on issued and outstanding preferred stock, but excluding the Incentive Fee). These calculations shall be appropriately adjusted for any share issuances or repurchases during the quarter (based on the actual number of days elapsed relative to the total number of days in such calendar quarter).

Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter, expressed as a rate of return on the value of the Company’s net assets at the beginning of the immediately preceding calendar quarter, will be compared to a “Hurdle Amount” equal to the product of (i) the Hurdle rate of 1.50% per quarter (6.0% annualized) and (ii) the Company’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of the immediately preceding calendar quarter.

The Company pays the Advisor an Investment Income Incentive Fee in each calendar quarter as follows:


	• No Investment Income Incentive Fee is payable to the Advisor in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Amount for such calendar quarter; • 100% of the 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 Amount but is less than 1.6667% (1.8182% in the event of an Exchange Listing) for that calendar quarter is payable to the Advisor. The Company refers to this portion of the Company’s Pre-Incentive Fee Net Investment Income as the “catch-up”; and • 10.0% (17.5% in the event of an Exchange Listing) of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.6667% (1.8182% in the event of an Exchange Listing) in any calendar quarter is payable to the Advisor.

The “Capital Gains Incentive Fee” will be an annual fee that will be determined and payable, in arrears, as of the end of each calendar year (or upon termination of the Investment Advisory Agreement) in an amount equal to 10.0% (17.5% in the event of an Exchange Listing) of realized capital gains, if any, determined on a cumulative basis from the commencement of the Company’s investment operations (based on the fair market value of each investment as of such date) through the end of such calendar year (or upon termination of the Investment Advisory Agreement), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from the commencement of the Company’s investment operations (based on the fair market value of each investment as of such date) through the end of such calendar year (or upon termination of the Investment Advisory Agreement), less the aggregate amount of any previously paid Capital Gains Incentive Fees.

The Company will accrue, but will not pay, a Capital Gains Incentive Fee with respect to unrealized appreciation because a Capital Gains Incentive Fee would be owed to the Advisor if the Company were to sell the relevant investment and realize a capital gain.

The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated.

For the three months ended March 31, 2025 and 2024, the Company did not accrue or incur any incentive fees.

Administration Agreement

On June 18, 2024, the Company entered into an administration agreement (the “Administration Agreement”) with an affiliate of the Advisor, 5C Investment Partners Administrator LLC (the “Administrator”). Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, certain administrative and compliance services to the Company. These services include, but are not limited to, providing office facilities and equipment, maintaining financial and other records, preparing reports to stockholders and reports filed with the SEC, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. These services are reimbursable to the Administrator under the terms of the Administration Agreement. In addition, with consent of the Company’s Board of Directors, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties, and the Company pays or reimburses the Administrator for certain expenses incurred by any such affiliates or third parties for work done on its behalf.

Unless earlier terminated, the Administration Agreement will remain in effect for a period of two years from the date it first became effective, and will remain in effect from year-to-year thereafter if approved annually by (i) a majority of the Board of Directors or holders of a majority of the Company’s outstanding Common Stock and (ii) a majority of those Directors who are not “interested persons” (as defined in the 1940 Act) of any party to the Administration Agreement. The Company or the Administrator may terminate the Administration Agreement, without payment of any penalty, upon sixty (60) days’ written notice.

For the three months ended March 31, 2025 and 2024, the Company incurred administrative service expenses of $846 and $186, respectively, and other general and administrative expenses of $208 and $0, respectively, under the Administration Agreement. For the three months ended March 31, 2025 and 2024, $762 and $186, respectively, of these expenses have been waived by the Advisor, and will not be subject to reimbursement by the Company. For the three months ended March 31, 2025 and 2024, $292 and $0, respectively, of these expenses are subject to conditional reimbursement by the Company, pursuant to the Expense Support Agreement.

Sub-Administration Agreement

On July 30, 2024, the Administrator, on behalf of the Company, entered into a sub-administration agreement (the “Sub-Administration Agreement”) with U.S. Bancorp Fund Services, LLC (the “Sub-Administrator”) pursuant to which the Sub-Administrator provides various administrative and accounting services to the Company. The initial term of the Sub-Administration Agreement is three years from the effective date of the Sub-Administration Agreement. The Company or the Sub-Administrator may terminate the Sub-Administration Agreement, without payment of any penalty, upon ninety (90) days’ written notice.

Expense Support Agreement

On June 18, 2024, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Advisor, pursuant to which the Advisor may elect to pay certain of the Company’s expenses, including those expenses incurred prior to the first drawdown date which occurred on September 26, 2024, on the Company’s behalf (“Expense Payments”), provided that no portion of such Expense Payments will be used to pay any interest expense or distribution and/or stockholder servicing fees. Any Expense Payment that the Advisor commits to pay must be paid by the Advisor to or on behalf of the Company in any combination of cash or other immediately available funds no later than ninety days after such commitment is made in writing, and/or offset against amounts due from the Company to the Advisor or its affiliates.

Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to the Advisor until such time as all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. As a result, no amounts subject to the Expense Support Agreement will be reimbursed after three years from the date of the respective Expense Payment. Any payments required to be made by the Company under the Expense Support Agreement is referred to 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 amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the Advisor; provided that the Advisor may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.

The Company’s obligation to make a Reimbursement Payment will automatically become a liability on the last business day of the applicable calendar quarter, except to the extent the Advisor has waived its right to receive such payment for the applicable quarter. The Reimbursement Payment for any calendar quarter will be paid by the Company to the Advisor in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than ninety (90) days after the end of such calendar quarter.

No Reimbursement Payment for any applicable calendar quarter shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such proposed Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Company’s Operating Expense Ratio at the time of such proposed Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365-day year) of regular cash distributions per share exclusive of returns of capital and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies, less organizational and offering expenses, Management Fees and Incentive Fees owed to the Advisor, and interest expense, by the Company’s net assets.

Either the Company or the Advisor may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to the Advisor will remain the Company’s obligation following any such termination, subject to the terms of the Expense Support Agreement.

The following table shows the summary of expense payments and related reimbursement payments since the Company’s commencement of operations:


	Expense Payments Made by Advisor		Cumulative Reimbursement Payments to Advisor		Unreimbursed Expense Payments		Reimbursement Eligibility Expiration	Effective Rate of Distribution per share of Common Stock			Operating Expense Ratio
For the Quarter Ended
September 30, 2024(1)	$	2,831	$	464	$	2,367	September 30, 2027		0.00	%		37.07	%
December 31, 2024		1,143		—		1,143	December 31, 2027		0.00	%		7.30	%
March 31, 2025		1,313		—		1,313	March 31, 2028		0.00	%		2.34	%
Total	$	5,287	$	464	$	4,823

(1)

Included in this amount is $1,562 of Expense Payments made by the Advisor relating to expenses incurred by the Company for the period from October 16, 2023 (Inception) through the quarter ended June 30, 2024.

As of March 31, 2025, the Advisor has provided written commitments for Expense Payments in the amount of $5,287. At the time expenses paid by the Advisor on behalf of the Company meet the conditions for reimbursement under the Expense Support Agreement, the Company will recognize the liability as due to affiliate. For the three months ended March 31, 2025, the Company owed $464 of Reimbursement Payments related to Expense Payments made by the Advisor in previous quarters. Pursuant to the Expense Support Agreement, Reimbursement Payments shall be deemed to relate to the earliest unreimbursed Expense Payments made by the Advisor. As of March 31, 2025 and December 31, 2024, there is $464 and $186 dollars, respectively, included within due to affiliates for reimbursement of expense support.

Co-Investment Transactions Exemptive Relief

The Company was granted an exemptive order from the SEC which permits the Company, subject to the satisfaction of specific conditions and requirements, to co-invest in privately negotiated investment transactions with certain affiliates of the Advisor.

License Agreement

On June 18, 2024, the Company entered into a License Agreement (the “License Agreement”) with 5C Investment Partners LP, pursuant to which the Company has been granted a non-exclusive, royalty-free license to use the name “5C”. Under the License Agreement, the Company has a right to use the 5C name for so long as the Advisor or one of its affiliates provides investment advisory services to the Company pursuant to the Investment Advisory Agreement.

Due to Affiliate

As of March 31, 2025 and December 31, 2024, 5C Investment Partners LP, an affiliate of the Advisor, has paid $778 and $1,128 respectively, of offering costs, and $266 and $12, respectively, of financing costs on behalf of the Company which represents a liability of the Company.

4. Investments at Fair Value

The composition of the Company's investment portfolio at amortized cost and fair value was as follows:


	March 31, 2025				December 31, 2024 (1)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First Lien debt investments	$	51,352	$	51,324	$	—	$	—
Total Investments	$	51,352	$	51,324	$	—	$	—

(1)

As of December 31, 2024, the Company had not yet commenced investment operations.

The industry composition of investments at amortized cost and fair value was as follows:


	March 31, 2025									December 31, 2024 (1)
	Amortized Cost			Fair Value			% of Total Investments at Fair Value			Amortized Cost		Fair Value		% of Total Investments at Fair Value
Financial Services	$	(116	)	$	(118	)		-0.2	%	$	—	$	—		0.0	%
Health Care Providers and Services		(87	)		(88	)		-0.2	%		—		—		0.0	%
Professional Services		25,944			25,930			50.5	%		—		—		0.0	%
Software		25,611			25,600			49.9	%		—		—		0.0	%
Total	$	51,352		$	51,324			100.0	%	$	—	$	—		0.0	%

(1)

As of December 31, 2024, the Company had not yet commenced investment operations.

The geographic composition of investments at fair value was as follows:


	March 31, 2025			December 31, 2024(1)
United States		100.0	%		0.0	%
Total		100.0	%		0.0	%

(1)

As of December 31, 2024, the Company had not yet commenced investment operations.

5. Fair Value Measurements

The following is a summary of the Company’s investments and cash equivalents categorized within the fair value hierarchy:


	March 31, 2025
	Level 1		Level 2		Level 3		Total
First Lien debt investments	$	—	$	—	$	51,324	$	51,324
Total Investments at fair value before Cash Equivalents		—		—		51,324		51,324
Money Market Fund		67,545		—		—		67,545
Total Cash Equivalents		67,545		—		—		67,545
Total Investments at fair value after Cash Equivalents	$	67,545	$	—	$	51,324	$	118,869


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Total Investments at fair value before Cash Equivalents	$	—	$	—	$	—	$	—
Money Market Fund		9,242		—		—		9,242
Total Cash Equivalents		9,242		—		—		9,242
Total Investments at fair value after Cash Equivalents	$	9,242	$	—	$	—	$	9,242

The following tables present the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value:


	Three Months Ended
	March 31, 2025
	First Lien Debt Investments			Total Investments
Fair value, beginning of the period	$	—		$	—
Purchases and originations of investments		51,324			51,324
Payment in kind		—			—
Proceeds from investments		—			—
Net change in unrealized gains (losses) on investments		(28	)		(28	)
Net realized gains (losses) on investments		—			—
Net amortization of discount on investments		28			28
Transfers into (out of) Level 3		—			—
Fair value, end of period	$	51,324		$	51,324
Net change in unrealized gains (losses) on non-controlled, non-affiliated investments still held at March 31, 2025	$	(28	)	$	(28	)


	Three Months Ended
	March 31, 2024(1)
	First Lien Debt Investments		Total Investments
Fair value, beginning of the period	$	—	$	—
Purchases and originations of investments		—		—
Payment in kind		—		—
Proceeds from investments		—		—
Net change in unrealized gains (losses) on investments		—		—
Net realized gains (losses) on investments		—		—
Net amortization of discount on investments		—		—
Transfers into (out of) Level 3		—		—
Fair value, end of period	$	—	$	—
Net change in unrealized gains (losses) on non-controlled, non-affiliated investments still held at March 31, 2024	$	—	$	—

(1)

As of March 31, 2024, the Company had not yet commenced investment operations.

Transfers between levels, if any, are recognized at the beginning of the period in which the transfer(s) occurs. During the three months ended March 31, 2025 and 2024, no investments were transferred into or out of Level 3.

The following tables present the significant unobservable inputs of the Company's Level 3 investments as of March 31, 2025 and December 31, 2024. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value for the Level 3 investments.


	March 31, 2025
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)(1)	Impact to Valuation from an Increase to Input
First Lien debt investments	$	51,324	Income approach	Discount rate	9.2% - 9.6% (9.5%)	Decrease
Total	$	51,324

(1)

The weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.


	December 31, 2024(1)
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)	Impact to Valuation from an Increase to Input
First Lien debt investments	$	—	N/A	N/A	N/A	N/A
Total	$	—

(1)

As of December 31, 2024, the Company had not yet commenced investment operations.

The Company typically determines the fair value of its performing Level 3 debt investments utilizing a discounted cash flow analysis to estimate the fair value of the investments, specifically the yield method. The cash flows used in the discounted cash flow analysis represent the contractual interest, fee and principal payments through the investment’s expected maturity date. These cash flows are discounted at a rate that is calibrated to the initial transaction and monitored over time to adjust for changes in observed market spreads and yields since the issuance of the investment along with changes in company specific factors.

Financial Instruments Not Carried at Fair Value

Debt

The fair value of the Company’s Credit Facility (as defined below), which would be categorized as Level 3 within the fair value hierarchy, as of March 31, 2025, approximates its carrying value as the outstanding balance is callable at carrying value. The Company did not have any outstanding debt as of December 31, 2024.

Other Financial Assets and Liabilities

Under the fair value hierarchy, cash and cash equivalents are classified as Level 1 while the Company’s other assets and liabilities, other than investments at fair value and the Credit Facility, are classified as Level 2.

6. Debt

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% (or 150% if certain conditions are met) after such borrowing. As a result of complying with the requirements set forth in Section 61(a) of the 1940 Act, the Company obtained Board of Directors' approval to borrow amounts such that its asset coverage is at least 150%, rather than 200%. As of March 31, 2025 and December 31, 2024, the Company’s asset coverage was 244.05% and 2096.46%, respectively. Under the 1940 Act, any preferred stock issued by the Company, including the Preferred Stock will constitute a “senior security” for purposes of the 150% asset coverage test.

The Company’s outstanding debt obligations as of March 31, 2025 and December 31, 2024 were as follows:


	March 31, 2025
	Aggregate Principal Amount Committed		Outstanding Principal		Carrying Value		Amount Available(1)
Credit Facility	$	150,000	$	47,600	$	47,600	$	102,400
Total Debt	$	150,000	$	47,600	$	47,600	$	102,400

(1)

The amount available may be subject to limitations related to the Credit Facility's borrowing base.

          
         December 31, 2024(1)

          
         Aggregate Principal Amount Committed

         Outstanding Principal

         Carrying Value

         Amount Available

Credit Facility

—

—

—

—

Total Debt

—

—

—

—

(1)

The Company did not have any outstanding debt as of December 31, 2024.

Senior Secured Revolving Credit Facility

On January 16, 2025, the Company entered into a revolving credit agreement (the “Revolving Credit Agreement”), by and between the Company, as initial borrower, U.S. Bank National Association (“U.S. Bank”) as administrative agent, lead arranger, letter of credit issuer and the lenders party thereto from time to time (each a “Lender”). Capitalized terms used herein but not defined will have the meanings ascribed thereto in the Revolving Credit Agreement.

The Revolving Credit Agreement provides for a revolving credit facility (the “Credit Facility”) in the maximum principal amount of $150 million, subject to availability under the borrowing base, which is based on unfunded capital commitments by eligible investors, and the reserve, if any, for borrowings denominated in non-U.S. dollars. The Company may, at any time on or before October 16, 2025, increase U.S. Bank’s commitment under the Credit Facility to a maximum principal amount of $300 million, subject to the conditions of the Revolving Credit Agreement, including the payment of a facility increase fee. In addition, subject to compliance with the terms and conditions of the Revolving Credit Agreement, the Company may request an increase of the maximum principal amount of the Credit Facility up to $1 billion, which request is subject to the discretionary consent of the administrative agent and to the commitment to provide such increase by U.S. Bank or any other new or existing lenders.

Borrowings under the Credit Facility bear interest, at a rate per annum equal to (i) in the case of loans denominated in U.S. dollars, at the Company’s option (a) the daily simple SOFR plus 2.30%, (b) the Adjusted Term SOFR for the applicable interest period plus 2.30% or (c) 1.30% plus the greatest of (1) U.S. Bank’s prime rate, (2) the federal funds rate plus 0.50% and (3) the daily simple SOFR plus 1.00%; (ii) in the case of loans denominated in euros, yen, Australian dollars or other alternative currencies (other than sterling, Canadian dollars or Swiss francs), the Eurocurrency Rate for the applicable interest period plus 2.30%; (iii) in the case of loans denominated in sterling, SONIA plus 2.30%; (iv) in the case of loans denominated in Swiss francs, SARON plus 2.30%; or (v) in the case of loans denominated in Canadian dollars, at the Company’s option (a) the adjusted CORRA plus 2.30% or (b) the adjusted Term CORRA for the applicable interest period plus 2.30%. Term SOFR Loans are subject to a credit spread adjustment ranging from 0.00% to 0.25% and CORRA loans are subject to a credit spread adjustment of 0.29547%, subject to certain conditions. As of March 31, 2025, borrowings under the Credit Facility bore interest at the daily simple SOFR plus 2.30%. The Company also will pay to U.S. Bank an unused commitment fee, payable quarterly in arrears, equal to (a) 0.30% per annum on the unused portion of the lenders’ commitments under the Credit Facility when such unused portion is greater than 50% of the maximum commitment; or (b) 0.25% per annum on the unused portion of the lenders’ commitments under the Credit Facility when such unused portion is equal to or less than 50% of the maximum commitment, in either case calculated daily and on the basis of actual days elapsed in a year consisting of 360 days. As of March 31, 2025, the unused commitment fee was equal to 0.30% per annum on the unused portion of the lenders’ commitments under the Credit Facility.

The Credit Facility will mature upon the earliest of (i) January 15, 2027 (the “Stated Maturity Date”), (ii) the date upon which the administrative agent declares the obligations under the Credit Facility due and payable after the occurrence of an event of default, (iii) forty-five (45) days prior to the termination of the organizational documents of the Company, (iv) forty-five (45) days prior to the date on which the Company’s ability to call capital commitments for purposes of repaying the obligations under the Credit Facility is terminated, and (v) the date the Company terminates the commitments pursuant to the Credit Facility. At the Company’s option, the Stated Maturity Date may be extended for one term up to 364 days, subject to the satisfaction of customary conditions. The Company’s obligations under the Revolving Credit Agreement are secured by the Company’s rights, titles, interests and privileges in and to the capital commitments of the Company’s investors, including the Company’s right to make capital calls, receive and enforce capital contributions, exercise any remedies and claims related thereto together with all proceeds and related rights of any and all of the foregoing and a pledge of the collateral account into which the capital call proceeds are deposited. The Revolving Credit Agreement contains customary representations and warranties and covenants and events of default (with customary notice and cure provisions). Borrowings under the Revolving Credit Agreement are subject to the asset coverage requirements contained in the Investment Company Act of 1940, as amended.

As of March 31, 2025, the Company was in compliance with the terms of the Credit Facility.

For the three months ended March 31, 2025 and 2024, the components of interest expense were as follows:


	Three Months Ended			Three Months Ended
	March 31, 2025			March 31, 2024(2)
Interest expense	$	301		$	—
Commitment fees		80			—
Amortization of deferred financing costs		176			—
Total Interest Expense	$	557		$	—
Average debt outstanding(1)	$	23,383		$	—
Weighted average interest rate (1)		6.6	%		0.0	%

(1)

For the three months ended March 31, 2025, average debt outstanding and weighted average interest rate were computed from the initial drawdown on the Credit Facility on January 21, 2025.

(2)

The Company did not have any outstanding debt as of or for the three months ended March 31, 2024.

7. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments in the form of revolver or delayed draw term loan commitments, which require the Company to provide funding during a specified commitment period when requested by portfolio companies in accordance with underlying loan agreements.

As of March 31, 2025 and December 31, 2024, the Company had the following unfunded commitments:


			Unfunded Commitment Balance
Investment	Commitment Type	Commitment Expiration Date	March 31, 2025		December 31, 2024(1)
AAH Topco., LLC	First Lien Delayed Draw Term Loan	3/2027	$	17,500	$	—
Endor Purchaser, Inc.	First Lien Delayed Draw Term Loan	1/2028		5,833		—
Endor Purchaser, Inc.	First Lien Revolver	1/2032		2,917		—
Foundation Risk Partners, Corp.	First Lien Delayed Draw Term Loan	2/2027		25,000		—
Vamos Bidco, Inc.	First Lien Delayed Draw Term Loan	1/2027		10,811		—
Vamos Bidco, Inc.	First Lien Revolver	1/2032		3,243		—
World Insurance Associates, LLC	First Lien Delayed Draw Term Loan	8/2026		20,000		—
World Insurance Associates, LLC	First Lien Revolver	4/2030		1,000		—
Total Unfunded Commitments			$	86,304	$	—

(1)

As of December 31, 2024, the Company had not yet commenced investment operations and had no unfunded portfolio company commitments.

Commitments and Contingencies

In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. As of March 31, 2025 and December 31, 2024, no such claims exist, and accordingly, the Company has not accrued any liability in connection with such indemnifications.

The Advisor has agreed to advance payment of certain of the Company’s expenses incurred, a portion of which is subject to conditional reimbursement. As described in Note 3, the Company does not consider the unreimbursed expense payments subject to conditional reimbursement to be probable and estimable as described in ASC Topic 450 “Contingencies”. Refer to Note 3 for additional information.

8. Net Assets

Capital Commitments

From time to time, the Company will enter into Subscription Agreements with investors providing for the private placement of the Company’s shares of Common Stock. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company’s shares of Common Stock up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors. As of March 31, 2025 and December 31, 2024, the Company had received Capital Commitments totaling $640,456 and $604,804, respectively ($569,583 and $573,931 remaining undrawn, respectively), of which $22,220 and $21,550, respectively ($19,740 and $19,450 remaining undrawn, respectively) are from affiliates of the Advisor.

Common Stock

The Company has the authority to issue up to 5,000,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. On July 10, 2024, 5C Investment Partners LP, an affiliate of the Advisor, purchased 1,000 shares of Common Stock, par value $0.001 per share, at a price of $25 per share as the Company’s initial capital. These shares of Common Stock were issued and sold in reliance upon Section 4(a)(2) of the 1933 Act, which provides an exemption from the registration requirements of the 1933 Act.

The following table summarizes the total shares of Common Stock issued and proceeds received related to the Company’s drawdowns of Capital Commitments delivered pursuant to the Subscription Agreements for the three months ended March 31, 2025:


Common Stock Issuance Date	Shares of Common Stock Issued		Aggregate Proceeds
March 26, 2025		1,614,205	$	40,000
Total		1,614,205	$	40,000

There was no issuance of Common Stock during the three months ended March 31, 2024.

As of March 31, 2025, the Company issued an aggregate of 2,857,196 shares of Common Stock for aggregate proceeds of $70,873.

Preferred Stock

On September 26, 2024, the Company issued and sold 515 shares of the Company’s Preferred Stock. Each share of the Preferred Stock was sold at a price of $3,000 per share, net of offering costs and an administration fee, and each individual investor in the Preferred Stock was entitled to purchase only one share of the Preferred Stock. The Company received proceeds of $1,545 net of fees and costs of $122 for net proceeds of $1,423. Each holder of the Preferred Stock is entitled to the Liquidation Value with respect to distributions, including the payment of dividends and distribution of the Company’s assets upon dissolution, liquidation, or winding up. The Preferred Stock is senior to all other classes and series of Common Stock, and rank on parity with any other class or series of preferred stock of the Company, whether such class or series is now existing or is created in the future, to the extent of the aggregate Liquidation Value and all accrued but unpaid dividends and any applicable redemption premium on the Preferred Stock. Dividends on each share of Preferred Stock accrue on a daily basis at the rate of 12.0% per annum of the sum of the Liquidation Value thereof plus all accumulated and unpaid dividends thereon- (the "Preferred Dividends"), from and including the date of issuance, or, if any shares of Preferred Stock are issued after the first dividend period, dividends on such shares shall accrue and be cumulative from the day immediately following the most recent dividend payment date, to and including the earlier of (1) the date of any liquidation, dissolution, or winding up of the Company or (2) the date on which such Preferred Stock is redeemed. Dividends accrue whether or not they have been authorized or declared, whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. Dividends are payable semi-annually.

The Preferred Stock is subject to redemption at the Company's option any time by notice of such redemption on a date selected by the Company for such redemption, such date being referred to as the Redemption Date. If the Company elects to cause the redemption of the Preferred Stock, each share of Preferred Stock will be redeemed for a price, payable in cash (i.e. no conversion provision) on the Redemption Date, equal to 100% of such share’s Liquidation Value, plus all accrued and unpaid dividends to and including the Redemption Date, plus a redemption premium per share as follows: (1) if the redemption date occurs prior to the second (2nd) anniversary of the date of the original issuance of the Preferred Stock, a redemption premium of $300 dollars; and (2) thereafter, no redemption premium. From and after the close of business on the Redemption Date, all dividends on the outstanding Preferred Stock will cease to accrue, such shares will no longer be deemed to be outstanding, and all rights of the holders of such shares (except the right to receive the redemption price for such shares from the Company) will cease.

Distributions and Distribution Reinvestment Plan

During the three months ended March 31, 2025 and 2024, no Common Stock distributions had been declared or paid by the Company. The Preferred Dividends are calculated from and including September 16, 2024. For the three months ended March 31, 2025, $46 of Preferred Dividends were earned but not declared or paid by the Company. For the three months ended March 31, 2024 no Preferred Dividends were earned as there was no Preferred Stock issued as of March 31, 2024. The Company records an obligation for Preferred Dividends once declared. Income available to holders of Common Stock was adjusted for accrued dividends for purposes of presenting earnings per share.

With respect to distributions on Common Stock, the Company has adopted an “opt out” distribution reinvestment plan for stockholders. As a result, if the Company’s Board of Directors authorizes, and the Company declares, a cash dividend or other distribution, each stockholder that has not “opted out” of the distribution reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of Common Stock rather than receiving cash distributions. Stockholders who receive distributions in the form of additional shares of Common Stock are generally subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

9. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share of Common Stock for the three months ended March 31, 2025 and 2024:


Earnings per share of Common Stock—basic and diluted	For the Three Months Ended March 31, 2025			For the Three Months Ended March 31, 2024(1)
Net Increase (Decrease) in Net Assets Resulting from Operations applicable to Common Stock	$	(99	)	$	—
Weighted average shares of Common Stock outstanding—basic and diluted		1,350,604			—
Earnings per share of Common Stock—basic and diluted	$	(0.07	)	$	—

(1)

There were no shares of Common Stock outstanding as of March 31, 2024, or for the three months ended March 31, 2024.

10. Financial Highlights

The following are the financial highlights per share of Common Stock outstanding:


($ in thousands, except share, per share amounts, and percentages)	For the Three Months Ended March 31, 2025(1)
Per Share Data:
Net asset value per share of Common Stock, beginning of period	$	24.82
Net investment income (loss)(2)		(0.02	)
Net realized and unrealized gain (loss)(2)		(0.02	)
Total increase (decrease) in net assets resulting from investment operations		(0.04	)
Distributions of net investment income to preferred shareholders		—
Total distributions to preferred shareholders		—
Net increase (decrease) in net assets relating to capital share transactions(6)		—
Total increase (decrease) in net assets applicable to holders of Common Stock from capital share transactions		—

5C Lending Partners Corp. 10-Q