UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 1429, 2022

AFC BDC INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01525

87-3220232

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

525 Okeechobee Blvd., Suite 1770 West Palm Beach, FL	33401
525 Okeechobee Blvd., Suite 1650West Palm Beach, FL		33401
(Address of Principal Executive Offices)	~~(Zip Code)~~	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 510-2390

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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. ☐

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement

On June 1429, 2022, AFC BDC Inc., a Maryland corporation (the “Company”), ~~disclosed~~entered into the ~~below~~Unsecured ~~information:~~Revolving Credit Agreement (the “Credit Agreement”), by and between the Company, as the borrower, with AFC Finance, LLC, a Delaware limited liability company, as the lender (the “Lender”), and AFC Finance, LLC as the agent. The Agreement provides for, among other things, a $50.0 million unsecured revolving loan credit facility maturing June 30, 2023 (the “Revolving Credit Facility”).

AsThe Credit Agreement provides for revolving credit commitments of ~~June~~up 1$50.0 million aggregate principal amount, ~~2022~~which may be borrowed, ~~the Company~~repaid ~~held~~and ~~five~~redrawn, ~~loans~~from intime ~~which~~to ittime ~~had~~under ~~committed~~the ~~approximately~~Revolving ~~$12.8~~Credit ~~million~~Facility, ~~$10.8~~subject ~~million,~~to ~~$10.0~~compliance ~~million,~~with ~~$10.0~~the ~~million~~Investment Company Act of 1940, ~~and~~as $5amended.6 ~~million~~Pursuant to the Credit Agreement, ~~respectively,~~ ~~with~~amounts anborrowed ~~additional~~under ~~$168.0~~the ~~million~~Revolving Credit Facility accrue interest at a rate of ~~commitments~~8% ~~across~~per ~~eight~~annum, ~~investments~~payable ~~currently~~in ~~being~~cash ~~evaluated~~in arrears on the first day of each month.

Company Name	Type of Company	Initial Funding Date	Loan Maturity	Commitment		Principal Balance as of 6/1/22		Fixed/Floating	Cash Interest Rate			Amortization During Term	Estimated IRR (4)
Evermore Cannabis	Cannabis Operator	7/14/2021	8/1/2026	$	5,616,231	$	5,740,622	Floating		13.00	%(1)	Yes		20.93	%
Justice Cannabis	Cannabis Operator	9/30/2021	5/1/2026		10,000,000		7,527,666	Floating		12.25	%(2)	Yes		22.78	%
AYR Wellness	Cannabis Operator	10/1/2021	10/1/2024		10,750,000		10,320,000	Fixed		8.00	%	Yes		15.87	%
Acreage Holdings	Cannabis Operator	12/16/2021	1/1/2026		10,000,000		10,000,000	Fixed		10.75	%(3)	No		13.03	%
AYR Wellness	Cannabis Operator	3/25/2022	3/1/2025		12,843,275		12,413,275	Fixed		8.00	%	Yes		17.09	%

The Lender is an affiliated entity wholly-owned by Leonard M. Tannenbaum, the Company’s Chief Executive Officer and the manager of AFC Advisor LLC, the Company’s investment adviser.

~~(1)~~The ~~Cash~~description ~~Interest~~above ~~Rate~~is ~~presented~~only ~~represents~~ a ~~floating~~summary ~~interest~~of ~~rate~~the ofmaterial ~~12.00%~~provisions +of ~~LIBOR~~the ~~with~~Agreement aand ~~floor~~the ofFacility ~~1.00%.~~and Anis ~~alternate~~qualified ~~benchmark~~in ~~rate,~~its ~~which~~entirety ~~may~~by ~~include~~reference ~~SOFR,~~to ~~may~~a becopy ~~utilized~~of inthe ~~replacement~~Agreement, ofwhich ~~LIBOR~~is filed as ~~elected~~Exhibit by10.6 ~~the~~to ~~Agent~~this ~~and~~Current ~~borrower~~Report on Form 8-K.

~~(2)~~Item ~~Cash Interest Rate presented represents a blended rate of the three tranches with differing rates, with the Cash Interest Rate representing two tranches of a floating interest rate of 12~~2.~~00%~~03 +Creation ~~LIBOR with a floor~~ of ~~1.00%, and~~ a ~~third~~Direct ~~tranche~~Financial ~~fixed~~Obligation ator aan ~~9.00%~~Obligation ~~rate.~~under Anan ~~alternate~~Off-Balance ~~benchmark~~Sheet ~~rate,~~Arrangement ~~which may include SOFR, may be utilized in replacement~~ of ~~LIBOR~~a ~~as elected by the Agent and borrower.~~Registrant

~~(3)~~The ~~Cash~~information ~~Interest~~set ~~Rate~~forth ~~presented~~in ~~represents~~Item 91.~~75%~~01 of ~~stated~~this ~~interest~~Current ~~plus~~Report ~~1.00%~~on ofForm ~~contingent~~8-K ~~interest~~is incorporated herein by reference.

~~(4)~~Item ~~Estimated IRR calculated as a yield-to-maturity internal rate of return from the Initial Funding Date~~9.01 ~~Estimated~~Financial ~~IRR~~Statements ~~is inclusive of a variety of fees~~ and features that affect the total yield, which may include, but not limited to, interest payments, OID, amortization, exit fees and contingent features. OID is recognized as a discount to the funded loan principal and is accreted to income over the term of the loan. Estimated IRR also includes fees earned from the Initial Funding Date through March 16, 2022. The Estimated IRR calculations require management to make estimates and assumptions, including, but not limited to, the timing and amounts of loan draws on delayed draw loans, the probability and timing of prepayments and the probability of contingent features occurring. To be conservative, we have not assumed any prepayment penalties or early payoffs in our Estimated IRR calculation. Estimated IRR is based on current management estimates and assumptions, which may change. Actual results could differ from those estimates and assumptions.Exhibits

The information disclosed under this Item 7.01 is being “furnished” and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (~~the “Exchange Act”~~d), Exhibits or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Exhibit No.						Description
10.6*						Unsecured Revolving Credit Agreement , dated as of June 2 9 , 2022 , by and among AFC BDC Inc., a Maryland corporation, as Borrower, AFC Finance, LLC, a Delaware limited liability company, as Lender, and AFC Finance, LLC, a Delaware limited liability company, as Agent .


*						The registrant has omitted portions of the referenced exhibit pursuant to Item 601(b) of Regulation S-K because such portions are both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

SIGNATURES

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

	~~AFC BDC Inc.~~		AFC BDC Inc.
Dated: June 15, 2022	By:	/s/ Bernard D. Berman
Dated: July 5, 2022			By:	/s/ Bernard D. Berman
		~~Name:~~	~~Bernard D. Berman~~	Name:	Bernard D. Berman
		~~Title:~~	~~President~~	Title:	President

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