UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): March 20, 2025

Date of Report (Date of earliest event reported): February 7, 2025

26North BDC, Inc.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Maryland	~~000-56594~~	000-56594	93-2305832
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
600 Madison Avenue, 26th Floor, New York, NY, 10022
600 Madison Avenue26th Floor
(Address of Principal Executive Offices) (Zip Code)
New York, New York			10022
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code: (212) 224-0626

    Not Applicable

   

(Former ~~name~~Name or ~~address~~Former Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class TradingSymbol(s) Name of each ~~exchangeon~~exchange on which registered None N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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 13.~~01.~~02 ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

~~Amendment~~On NoMarch 20, 2025, 26North BDC, Inc. (the “Company”) issued and sold approximately 4,506,355 toshares ~~Asset-Based~~of ~~Facility~~the Company’s common stock, par value $0.001 per share (the “Common Stock”), resulting in gross proceeds of approximately $113.3 million.

OnThe ~~February 7,~~sale ~~2025,~~of ~~26N~~Common DLStock ~~Funding~~was 1made ~~LLC~~pursuant ~~(“Financing~~to ~~SPV”),~~subscription aagreements ~~wholly owned subsidiary of 26North BDC, Inc. (the “Company”),~~ entered into ~~Amendment No. 4 (the “Amendment No. 4”) to that certain Loan and Security Agreement, dated as of October 18, 2023 (as amended~~ by Amendment No. 1 dated as of July 3, 2024, Amendment No. 2 dated as of September 30, 2024 and Amendment No. 3 dated as of November 15, 2024 and as amended, restated or otherwise modified from time to time, the ~~“Asset-Based Facility”), by and among Financing SPV, as borrower, the~~ Company, ~~as the parent~~ and ~~a pledgor, 26N DL SPV LLC, as a pledgor, 26North Direct Lending LP as portfolio manager, the lenders party thereto, U.S. Bank Trust Company, National Association, in~~ its ~~capacity as collateral agent, collateral administrator and securities intermediary party thereto, and JPMorgan Chase Bank, National Association, as administrative agent~~investors. ~~Amendment~~Under ~~No. 4~~the ~~amended certain~~ terms of the ~~Asset-Based~~subscription ~~Facility~~agreements, ~~including,~~investors ~~but~~are ~~not~~required ~~limited~~ to, ~~amendments~~fund drawdowns to ~~(i) remove~~purchase ~~unfunded~~shares ~~Capital~~of ~~Commitments~~Common ~~from~~Stock ~~the~~up loan collateral under the facility and adjust the borrowing base in connection with such removal, (ii) remove the Company and 26N DL SPV LLC as pledgors under the agreement, and (iii) modify the interest charged on borrowings under the Asset-Based Facility to ~~a rate based on SOFR, SONIA, SARON, EURIBOR or CORRA, as applicable (or, if SOFR is not available, a benchmark replacement or a “base rate” (which is~~ the ~~greater~~amount of ~~the~~their ~~prime~~respective ~~rate~~capital ~~and~~commitments ~~the~~on ~~federal~~an ~~funds rate plus 0.50%),~~ as-needed ~~applicable),~~basis ~~plus~~with a ~~margin~~minimum of ~~2.30%~~ten ~~per~~calendar ~~annum.~~days’ ~~The~~prior ~~other~~notice ~~material terms of the Asset-Based Facility remain unchanged. Borrowings under the Asset-Based Facility are subject~~ to ~~various covenants under the related agreements as well as the leverage restrictions contained in the Investment Company Act of 1940, as amended (the “1940 Act”)~~investors.

~~Subscription~~The ~~Facility~~issuance of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D or Regulation S thereunder, as applicable. The Company relied upon representations from the investors in the subscription agreements that each investor was, as applicable, either (a) an “accredited investor” as defined in Regulation D under the Securities Act or (b) not a “U.S. person” as defined in Regulation S under the Securities Act.

On February 7, 2025, the Company entered into a Loan and Security Agreement, by and among the Company, as borrower, 26North Direct Lending LP, as portfolio manager, the lenders Party thereto, and JPMorgan Chase Bank, National Association, as administrative agent (the “Subscription Facility”), providing for a senior secured revolving credit facility to the Company of $250 million. The size of the Subscription Facility may be increased to up to $750 million subject to the satisfaction of various conditions, including availability under the borrowing base, which is based on unfunded Capital Commitments of the investors in the Company. 26North Direct Lending LP serves as the portfolio manager under the Subscription Facility. Proceeds from borrowings under the Subscription Facility are to be used to, among other things, facilitate investments and for the timely payment of the Company’s expenses.

The Subscription Facility is a revolving credit facility with a scheduled maturity date of February 6, 2026 (or upon the occurrence of certain events as specified therein). Advances under the Subscription Facility are available in U.S. dollars and other permitted currencies. The interest charged on borrowings under the Subscription Facility is based on SOFR, SONIA, SARON, EURIBOR or CORRA, as applicable (or, if SOFR is not available, a benchmark replacement or a “base rate” (which is the greater of the prime rate and the federal funds rate plus 0.50%), as applicable), plus a margin of 2.30% per annum. Under the Subscription Facility, the Company will pay an undrawn fee of 0.50% per annum on the average daily unused amount of the financing commitments; provided that at any time the aggregate outstanding amount of Advances under the Subscription Facility is greater than or equal to the Minimum Funding Amount, the Company will pay an undrawn fee of 0.30% per annum on the average daily unused amount of the financing commitments.

The obligations of the Company to the lenders under the Subscription Facility are secured by a first priority security interest in the unfunded Capital Commitments to the Company.

In connection with the Subscription Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Subscription Facility contains customary events of default for similar financing transactions, including if a change of control of the Company occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the Subscription Facility may declare the outstanding advances and all other obligations under the Subscription Facility immediately due and payable. Borrowings under the Subscription Facility are subject to various covenants under the related agreements as well as the leverage restrictions contained in the 1940 Act.

Capitalized terms used but not defined in this Item 1.01 shall have the meanings given to them in the Asset-Based Facility and Subscription Facility, as applicable.

The description above is only a summary of the material provisions of Amendment No. 4 and the Subscription Facility and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2 to this current report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
10.1		Amendment No. 4 to the Loan and Security Agreement, dated as of February 7, 2025, by and among 26N DL Funding 1 LLC, as Borrower, 26North BDC, Inc., as Parent, 26North Direct Lending LP, as Portfolio Manager, the Lenders party thereto, the Collateral Administrator, Collateral Agent and Securities Intermediary party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent.
10.2		Loan and Security Agreement, dated as of February 7, 2025, by and among 26N DL Funding 1 LLC, as Borrower, 26North BDC, Inc., as Parent and Pledgor, 26N DL SPV LLC, as Pledgor, 26North Direct Lending LP, as Portfolio Manager, the Lenders party thereto, the Collateral Administrator, Collateral Agent and Securities Intermediary party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent.
104		Cover Page Interactive Data File

SIGNATURES

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

26North BDC, Inc.

~~26North BDC, Inc.~~

Date: February 13, 2025

/s/ Jonathan Landsberg

March 24, 2025

/s/ Jonathan Landsberg

Jonathan Landsberg

Jonathan LandsbergChief Financial Officer and Treasurer

Chief Financial Officer and Treasurer

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