UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~10-Q~~D.C. 20549

~~(Mark~~FORM ~~One)~~10-Q

~~[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15~~(dMark One) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~[X] ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~March 31,~~SECTION ~~2019~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the quarterly period ended September 30, 2019

~~[ ] TRANSITION REPORT PURSUANT TO SECTION 13~~ OR ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~COMMISSION~~[ ~~FILE~~] ~~NUMBER:~~TRANSITION ~~000-55850~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

CMCOMMISSION ~~CREDIT~~FILE ~~OPPORTUNITIES~~NUMBER: ~~BDC~~000-55850 ~~I INC.~~

~~(Exact~~CM ~~Name~~CREDIT ofOPPORTUNITIES ~~Registrant~~BDC asI ~~Specified~~INC. ~~in Its Charter)~~

Maryland		82-2937698
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

(Exact Name of Registrant as Specified in Its Charter)

65 East 55th Street, 15th Floor


Maryland		82-2937698
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)


65 East 55^th Street, 15^th Floor New York, NY 10022		10022
(Address of Principal Executive Officers)		(Zip Code)

~~New~~(212) ~~York,~~257-5199 ~~NY 10022~~

(~~Address~~Registrant’s ofTelephone ~~Principal~~Number, ~~Executive~~Including ~~Offices)~~Area ~~(Zip~~ Code)

Indicate by check mark whether the registrant (~~212~~1) has ~~257-5199~~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 [X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (~~Registrant’s~~§232.405 ~~Telephone~~of ~~Number,~~this ~~Including~~chapter) ~~Area~~during ~~Code~~the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant ~~(1) has~~is ~~filed~~a ~~all~~large ~~reports~~accelerated ~~required~~filer, toan beaccelerated ~~filed~~filer, bya ~~Section 13 or 15(d) of the Securities Exchange Act~~non-accelerated offiler, ~~1934~~a ~~during~~smaller ~~the~~reporting ~~preceding~~company 12or ~~months~~an ~~(or~~emerging ~~for~~growth ~~such~~company. ~~shorter~~See ~~period~~definitions ~~that~~of ~~the~~“large ~~registrant~~accelerated ~~was~~filer,” ~~required~~“accelerated tofiler,” ~~file~~“smaller ~~such~~reporting ~~reports),~~company” and ~~(2) has~~“emerging ~~been~~growth ~~subject~~company” toin ~~such~~Rule ~~filing~~12b-2 ~~requirements~~of ~~for~~ the ~~past~~Exchange ~~90 days~~Act. ~~Yes [X ] No [ ]~~

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~[ ~~whether~~] ~~the~~Accelerated ~~registrant~~filer ~~has~~[ ~~submitted~~] ~~electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S~~Non-Taccelerated ~~(§232.405~~filer of[X] ~~this~~Smaller ~~chapter)~~reporting ~~during~~company ~~the~~[ ~~preceding~~] 12Emerging ~~months~~growth ~~(or~~company ~~for such shorter period that the registrant was required to submit such files). Yes~~ [ X] ~~No [ ]~~

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~large~~not ~~accelerated~~to ~~filer,~~use anthe ~~accelerated~~extended ~~filer,~~transition ~~a non-accelerated~~period ~~filer,~~for acomplying ~~smaller~~with ~~reporting~~any ~~company~~new or anrevised ~~emerging~~financial ~~growth~~accounting ~~company.~~standards ~~See~~provided ~~definitions~~pursuant ofto ~~“large~~Section 13(a) ~~accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2~~ of the Exchange Act. [ ]

~~Large~~Indicate ~~accelerated~~by check ~~filer~~mark [whether ]the ~~Accelerated~~registrant ~~filer~~is [a ]shell ~~Non-accelerated~~company ~~filer~~(as ~~[X]~~defined ~~Smaller~~in ~~reporting~~Rule ~~company~~12b-2 [of ]the ~~Emerging~~Exchange ~~growth~~Act). ~~company~~Yes [ ] No [X]

IfSecurities anregistered ~~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 1312(ab) of the ~~Exchange~~ Act.: ~~[ ]~~

~~Indicate~~Title ~~by check~~of ~~mark~~each ~~whether~~class ~~the~~Trading ~~registrant is a shell company~~ Symbol(ass) ~~defined~~Name ~~in Rule 12b-2~~ of ~~the~~each ~~Exchange~~exchange ~~Act).~~on ~~Yes~~which ~~[ ]~~registered NoNone ~~[X]~~None None

~~Securities~~The ~~registered~~number ~~pursuant~~of toshares ~~Section~~of ~~12(b)~~the issuer’s Common Stock, $0.001 par value, outstanding as of ~~the~~November 12, ~~Act:~~2019 ~~None~~was 15.

~~The~~1 ~~number of shares of the issuer’s Common Stock, $0.001 par value, outstanding as of May 6, 2019 was 15.~~

1Table of Contents

CM CREDIT OPPORTUNITIES BDC I INC.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Statement of Assets and Liabilities as of March 31, 2019 (unaudited) and June 30, 2018	3
	Statements of Assets and Liabilities as of September 30, 2019 (unaudited) and June 30, 2019		3
	Notes to Statement of Assets and Liabilities as of March 31, 2019 (unaudited)	4
	Notes to Statement of Assets and Liabilities as of September 30, 2019 (unaudited)		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12	13
Item 4.	Controls and Procedures	13	13
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	13	14
Item 1A.	Risk Factors	14	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14	15
Item 3.	Defaults Upon Senior Securities	14	15
Item 4.	Mine Safety Disclosures	14	15
Item 5.	Other Information	14	15
Item 6.	Exhibits	14	15
SIGNATURES		15	16

CMTable Creditof Opportunities BDC I Inc. Contents

~~Statement~~CM ofCredit ~~Assets~~Opportunities ~~and~~BDC ~~Liabilities~~I Inc.

AsStatements of ~~March 31,~~Assets ~~2019~~and ~~(unaudited)~~Liabilities

	March 31, 2019 (Unaudited)		June 30, 2018
Assets:
Cash and cash equivalents	$	150	$	150
Total Assets	$	150	$	150
Commitments and Contingencies:
Organization Costs and Offering Costs (note 3)		-		-
Net Assets Consist of:
Capital Stock, $0.001 par value, 1,000 shares authorized, 15 shares issued and outstanding	$	2	$	2
Paid-in Capital		148		148
Net Assets applicable to shares outstanding	$	150	$	150
Net Assets Value, per Common Class Shares	$	10.00	$	10.00

As of September 30, 2019

See notes to financial statements.


	September 30, 2019 (unaudited)		June 30, 2019

Assets:
Cash and cash equivalents	$	150	$	150
Total Assets	$	150	$	150



Commitments and Contingencies:
Organization Costs and Offering Costs (note 3)		-		-


Net Assets Consist of:
Capital Stock, $0.001 par value, 1,000 shares authorized, 15 shares issued and outstanding	$	2	$	2
Paid-in Capital	$	148	$	148


Net Assets applicable to shares outstanding	$	150	$	150


Net Assets Value, per Common Class Shares	$	10.00	$	10.00

3See notes to financial statements.

CM3 ~~Credit Opportunities BDC I Inc.~~

NotesTable to Unaudited Financial Statements as of March 31, 2019 Contents

~~Note~~CM 1.Credit ~~Organization~~Opportunities ~~and~~BDC ~~Basis~~I ofInc. ~~Presentation~~

~~CM Credit~~Notes ~~Opportunities~~to ~~BDC~~Unaudited IFinancial ~~Inc.~~Statements ~~(the~~as ~~“Company”)~~of ~~is a Maryland corporation formed on August~~September 1430, ~~2017.~~2019 ~~The Company was formed primarily to lend to, and selectively invest in, middle-market companies in the United States.~~

AsNote of1. ~~March 31,~~Organization ~~2019, the Company had no operations other than fifteen (15) shares of common stock sold to Michael Mauer, Chief Executive Officer~~ and ~~Chairman~~Basis of ~~the~~Presentation ~~Company, for a total of $150.00. The sale of common shares was approved by the unanimous consent of the Company’s sole director at the time.~~

~~The~~CM Credit ~~Company~~Opportunities ~~intends~~BDC toI beInc. ~~managed~~(the by“Company”) CMis ~~Investment~~a ~~Partners~~Maryland ~~LLC~~corporation ~~(the~~formed ~~“Adviser”)~~on August 14, 2017. NoThe ~~management~~Company ~~fees~~was ~~will~~formed beprimarily ~~paid~~to lend to, ~~the~~and ~~Adviser~~selectively ~~until~~invest ~~commencement of~~in, ~~investment~~middle-market ~~activities~~companies in the United States.

~~Basis~~As of ~~Presentation~~September 30, 2019, the Company had no operations other than fifteen (15) shares of common stock sold to Michael Mauer, Chief Executive Officer and Chairman of the Company, for a total of $150.00. The sale of common shares was approved by the unanimous consent of the Company’s sole director at the time.

The ~~statement~~Company ofintends ~~assets~~to ~~and~~be ~~liabilities~~managed ~~has~~by ~~been~~CM ~~prepared~~Investment inPartners ~~accordance~~LLC ~~with accounting principles generally accepted in~~ (the ~~United States of America (~~“~~U.S. GAAP~~Adviser”). ~~There~~No ~~was~~management nofees ~~activity~~will ~~during~~be ~~the~~paid ~~period~~to ~~and therefore, only~~ the ~~statement~~Adviser until commencement of ~~assets~~investment ~~and liabilities is presented~~activities.

~~Fiscal~~Basis ~~Year End~~of Presentation

The ~~Company’s~~statement ~~fiscal~~of ~~year~~assets ~~ends~~and onliabilities ~~June~~has 30been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). There was no activity during the period and therefore, only the statement of assets and liabilities is presented.

~~Note~~Fiscal 2.Year End ~~Summary of Significant Accounting Policies~~

~~Use~~The ofCompany’s ~~Estimates~~fiscal year ends on June 30.

~~The~~Investcorp ~~preparation~~Transaction 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. Such estimates could differ from those estimates and such differences could be material.

~~Cash~~On August 30, 2019, Investcorp Credit Management US LLC (“Investcorp”) acquired an approximate 76% ownership interest in the Adviser through the acquisition of the interests held by Stifel Venture Corp. and ~~Cash~~certain ~~Equivalents~~funds managed Cyrus Capital Partners, L.P. and through a direct purchase of equity from the Adviser (the “Investcorp Transaction”). Mr. Mauer and Christopher Jansen, the Adviser’s Co-Chief Investment Officers, together, hold an approximate 24% interest in the Adviser.

~~Cash~~Note ~~and cash equivalents consist of demand deposits and highly liquid investments (e~~2.g. ~~money~~Summary ~~market funds, U.S. treasury notes) with original maturities~~ of ~~three~~ ~~months~~Significant orAccounting ~~less.~~Policies ~~Cash and cash equivalents are carried at cost which approximates fair value. The Company places its cash and cash equivalents with financial institutions.~~

~~Income~~Use ~~Taxes~~of Estimates

The ~~Company~~preparation ~~intends~~of ~~to file an election to~~financial bestatements ~~regulated~~in asconformity awith ~~business development company (“BDC”) under the Investment Company Act of 1940, as amended~~U.S. ~~The~~GAAP ~~Company~~requires ~~also~~management ~~intends~~ to ~~elect~~make toestimates beand ~~treated~~assumptions asthat aaffect ~~regulated~~the ~~investment~~reported ~~company~~amounts ~~(“RIC”)~~of ~~under~~assets ~~Subchapter~~and Mliabilities ofand ~~the Internal~~disclosure ~~Revenue~~of ~~Code~~contingent ofassets ~~1986,~~and asliabilities ~~amended~~at (the ~~“Code”),~~date ~~for~~of the ~~taxable~~financial ~~year ending June 30, 2019~~statements. Such Soestimates ~~long~~could asdiffer ~~the~~from ~~Company~~those ~~qualifies~~estimates ~~as,~~ and ~~continues~~such todifferences ~~maintain~~could ~~its~~be ~~status~~material. ~~as a RIC, it generally will not pay corporate-level~~

4Cash and Cash Equivalents

~~U.S. federal~~Cash ~~income~~and ~~taxes~~cash onequivalents ~~any~~consist ~~ordinary~~of ~~income~~demand ordeposits ~~capital~~and ~~gains~~highly ~~that~~liquid itinvestments ~~distributes~~(e.g. atmoney ~~least~~market ~~annually~~funds, ~~to its stockholders as dividends~~U.S. ~~Rather,~~treasury ~~any~~notes) ~~tax~~with ~~liability~~original ~~related~~maturities ~~to income earned~~of bythree ~~the~~months ~~Company~~or ~~represents~~less. ~~obligations~~Cash ~~of the Company’s investors~~ and ~~will~~cash ~~not~~equivalents beare ~~reflected~~carried inat ~~the~~cost ~~financial~~which ~~statements~~approximates offair ~~the Company~~value. ~~Management~~The ~~does~~Company ~~not~~places ~~believe~~its ~~any~~cash ~~recently~~and ~~issued,~~cash ~~but~~equivalents ~~not~~with ~~yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying~~ financial ~~statement~~institutions.

~~Note~~4 ~~3. Organization Costs and Offering Costs~~

TheTable Company will pay organization and offering expenses up to a maximum amount of $550,000; provided that the Adviser will pay organization and offering expenses in excess of $550,000 without any recourse against or reimbursement by the Company. In the event the Company does not receive a formal commitment of external capital, initial organization and offering costs and expenses incurred will be borne by the Adviser. As there has been no formal commitment of external capital as of March 31, 2019, no such costs have been recorded by the Company. As of March 31, 2019 and June 30, 2018, the estimated amount of organization and offering costs was approximately $480,100 and $480,100, respectively. Contents

~~Organization~~Income ~~Costs.~~Taxes Organization costs include costs relating to the formation and incorporation of the Company. These costs are expensed as incurred. Upon the initial drawdown date, stockholders will bear such costs. Stockholders making capital commitments after the initial drawdown date will bear a pro rata portion of such cost.

~~Offering~~The ~~Costs.~~Company ~~Offering~~intends ~~costs~~to ~~incurred~~file inan ~~connection~~election ~~with~~to be regulated as a business development company (“BDC”) under the ~~continuous~~Investment ~~offering~~Company Act of ~~common~~1940, ~~shares~~as amended. The Company also intends to elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the ~~Company~~Internal ~~are~~Revenue ~~recognized~~Code of 1986, as amended (the “Code”), for the taxable year ending June 30, 2019. aSo ~~deferred~~long ~~cost~~as ~~and~~the ~~are~~Company ~~being~~qualifies ~~amortized~~as, and continues to ~~expense~~maintain onits status as a ~~straight~~RIC, ~~line~~it ~~basis~~generally ~~over~~will 12not ~~months~~pay ~~beginning~~corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the ~~date~~Company represents obligations of ~~commencement~~the Company’s investors and will not be reflected in the financial statements of ~~operations~~the Company.

~~Note~~Management does not believe any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the 4.accompanying ~~Net~~financial ~~Assets~~statement.

InNote ~~connection with its formation, the Company has the authority to issue 1,000 common shares at $0~~3.~~001~~ ~~per~~Organization ~~share~~Costs ~~par~~and ~~value.~~Offering Costs

~~Note~~We 5will pay organization and offering expenses up to a maximum amount of $550,000; provided that the Adviser will pay organization and offering expenses in excess of $550,000 without any recourse against or reimbursement by us. ~~Subsequent~~In ~~Events~~the event we do not receive a formal commitment of external capital, initial organization and offering costs and expenses incurred will be borne by the Adviser. As there has been no formal commitment of external capital as of September 30, 2019, no such costs have been recorded by the Company. As of September 30, 2019 and June 30, 2019, the estimated amount of organization and offering costs was approximately $480,100 and $480,100, respectively.

~~There~~Organization ~~have~~Costs. ~~been~~Organization nocosts ~~subsequent~~include costs relating to the formation and ~~events~~incorporation ~~that~~of ~~require~~the ~~recognition~~Company. orThese ~~disclosure~~costs ~~through~~are ~~May~~expensed 6,as ~~2019,~~incurred. Upon the initial drawdown date, ~~that~~stockholders will bear such costs. Stockholders making capital commitments after the ~~financial~~initial ~~statement~~drawdown ~~was~~date ~~issued.~~will bear a pro rata portion of such cost.

Offering Costs. Offering costs incurred in connection with the continuous offering of common shares of the Company are recognized as a deferred cost and are being amortized to expense on a straight line basis over 12 months beginning on the date of commencement of operations.

Note 4. Net Assets

In connection with its formation, the Company has the authority to issue 1,000 common shares at $0.001 per share par value.

Note 5. Subsequent Events

The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued.

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

Some of the statements in this quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our Company, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. ~~Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,”~~ “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify 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 our

controlTable andof difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation: Contents

• Words such as ~~our~~“anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future ~~operating~~performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results; to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

• our ~~business~~future ~~prospects~~operating ~~and the prospects of our portfolio companies~~results;

• ~~the~~our ~~effect~~business ofprospects ~~investments~~and ~~that~~the weprospects ~~expect~~of toour ~~make~~portfolio companies;

• ~~our~~the ~~contractual~~effect ~~arrangements~~of ~~and~~investments ~~relationships~~that ~~with~~we ~~Stifel,~~expect ~~Nicolaus~~to ~~& Company, Incorporated and its affiliates and certain funds (“Cyrus Funds”) managed by Cyrus Capital Partners, L.P. (“Cyrus Capital”)~~make;

•

our contractual arrangements and relationships with lenders and other third parties;

• actual and potential conflicts of interest with the CM Investment Partners LLC (the “Adviser”);

•

the dependence of our future success on the general economy, interest rates and the effects of each on the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives or service their debt obligations to us;

•

the use of borrowed money to finance a portion of our investments;

•

the adequacy of our financing sources and working capital;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;

•

the ability of the Adviser to attract and retain highly talented professionals;

• our ability to qualify and maintain our qualification as a regulated investment company (“RIC”);

•

the effect of changes to tax legislation and our tax position and other legislative and regulatory changes; and

•

the other risks, uncertainties and other factors.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those 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 Registration Statement should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this Form 10-Q. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking statements and projections contained in this Form 10-Q are excluded from the safe harbor protection provided by Section 21E of the Exchange Act.

OverviewTable of Contents

WeOverview are an externally managed, closed-end, non-diversified management investment company that intends to elect to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). We also intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code for U.S. federal income tax purposes. While we intend to elect to be treated as a RIC as soon as practicable, we anticipate that we may have difficulty satisfying the asset diversification requirements as we deploy initial capital and build our portfolio. To the extent that we have net taxable income prior to our qualification as RIC, we will be subject to U.S. federal income tax on such income.

~~Upon~~We ~~our~~are ~~election~~an toexternally bemanaged, ~~regulated~~closed-end, asnon-diversified amanagement investment ~~BDC,~~company wethat ~~will~~intends beto ~~required~~elect to ~~comply~~be ~~with~~regulated ~~certain~~as ~~regulatory~~a ~~requirements.~~business ~~For~~development ~~instance,~~company we(“BDC”) ~~will~~under ~~generally~~the ~~have~~Investment toCompany ~~invest at~~Act ~~least 70%~~ of ~~our total assets in “qualifying assets”~~1940, as ~~specified~~amended in (the “1940 Act,”). ~~including~~We ~~“eligible~~also ~~portfolio~~intend ~~companies,”~~to ~~cash,~~elect ~~cash~~to ~~equivalents~~be treated, ~~U.S. government securities~~ and ~~high-quality~~intend ~~debt instruments maturing in one~~to ~~year~~qualify orannually ~~less from the time of investment. In addition~~thereafter, weas ~~will~~a beRIC ~~subject~~under toSubchapter ~~borrowing~~M ~~restrictions~~of ~~such~~the ~~that,~~Code ~~with~~for ~~certain~~U.S. ~~limited~~federal ~~exceptions,~~income ~~including~~tax ~~approval~~purposes. byWhile ~~our~~we ~~board~~intend ofto ~~directors~~elect ~~(“Board”) and/or shareholders~~ to ~~incur~~be ~~addition leverage,~~treated ~~our~~as ~~asset~~a ~~coverage,~~RIC as ~~defined~~soon inas ~~the~~practicable, ~~1940~~we ~~Act,~~anticipate ~~will~~that bewe ~~required~~may tohave ~~equal~~difficulty atsatisfying ~~least~~the ~~200%~~asset diversification ~~(or~~requirements ~~150%~~as ifwe ~~certain~~deploy ~~requirements~~initial ~~are~~capital ~~met)~~and ~~after~~build ~~each~~our ~~borrowing~~portfolio. ~~The~~To ~~amount~~the ofextent ~~leverage~~ that we ~~will~~have ~~employ~~net ~~will~~taxable ~~depend~~income onprior ~~the~~to ~~Adviser’s~~our ~~and~~qualification ~~our Board’s~~as ~~assessment~~RIC, ofwe ~~market~~will ~~and~~be ~~other~~subject ~~factors~~to atU.S. ~~the~~federal ~~time~~income oftax ~~any~~on ~~proposed~~such ~~borrowing~~income.

AsUpon anour ~~emerging~~election ~~growth~~to ~~company~~be regulated as a BDC, we ~~intend~~will be required to ~~take~~comply ~~advantage~~with ofcertain regulatory requirements. For instance, we will generally have to invest ~~the~~at ~~extended~~least ~~transition~~70% ~~period~~of ~~provided~~our total assets in ~~Section 7(a)(2)(B)~~Qualifying ofAssets, including “eligible portfolio companies,” cash, cash equivalents, U.S. government securities and high-quality debt instruments maturing in one year or less from the ~~Securities~~time ~~Act~~of investment. In addition, we will be subject to borrowing restrictions such that, with certain limited exceptions, including approval by our board of ~~1933~~directors and/or shareholders to incur addition leverage, our asset coverage, as ~~amended~~defined in the 1940 Act, ~~for~~will be ~~complying~~required ~~with~~to ~~new~~equal at least 200% (or ~~revised~~150% ~~accounting~~if ~~standards~~certain requirements are met) after each borrowing. The amount of leverage that we will employ will depend on the Adviser’s and our Board’s assessment of market and other factors at the time of any proposed borrowing.

~~Revenues~~As an emerging growth company, we intend to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

WeRevenues will generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from royalty income, dividends on our equity interests and capital gains on the sale of warrants and other debt or equity interests that we acquire. Our investments in fixed income instruments generally will have an expected maturity of three to five years, although we do not expect to have lower or upper constraints on maturity. Interest on our debt investments generally will be payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or payment-in-kind interest. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, fees for providing significant managerial assistance, consulting fees and other investment related income.

~~Expenses~~We will generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from royalty income, dividends on our equity interests and capital gains on the sale of warrants and other debt or equity interests that we acquire. Our investments in fixed income instruments generally will have an expected maturity of three to five years, although we do not expect to have lower or upper constraints on maturity. Interest on our debt investments generally will be payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK interest. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, fees for providing significant managerial assistance, consulting fees and other investment related income.

~~Our~~Expenses primary operating expenses will include the payment of fees to the Adviser pursuant to an investment advisory agreement (the “Advisory Agreement”) that we intend to enter into with the Adviser. All professionals of the Adviser, when and to the extent engaged in providing investment advisory and management services and administrative services to us, and the compensation and routine overhead expenses of personnel allocable to these services to us, including allocable expenses such as

7Our primary operating expenses will include the payment of fees to the Adviser pursuant to an investment advisory agreement (the “Advisory Agreement”) that we intend to enter into with the Adviser.

~~rent~~7 and office equipment, will be provided and paid for by the Adviser and not by us. Other than as set forth above, we will bear all other out-of-pocket costs and expenses of our operations and transactions, including, without limitation, those relating to:

•Table organization and offering up to a maximum amount of $550,000; provided that the Adviser will pay organization and offering expenses in excess of $550,000 without any recourse against or reimbursement by us;Contents

• All ~~calculating~~professionals ~~our~~of ~~net~~the ~~asset~~Adviser, ~~value~~when (and to the extent engaged in providing investment advisory and management services and administrative services to us, and the compensation and routine overhead expenses of personnel allocable to these services to us, including allocable expenses such as rent and office equipment, will be provided and paid for by the ~~cost~~Adviser and not by us. Other than as set forth above, we will bear all other out-of-pocket costs and expenses of ~~any~~our ~~independent~~operations ~~valuation~~and ~~firm);~~transactions, including, without limitation, those relating to:

• ~~fees~~organization and ~~expenses~~offering ~~payable~~up to ~~third~~a ~~parties,~~maximum ~~including~~amount ~~agents~~of $550,000; ~~consultants~~provided orthat ~~other~~the ~~advisers,~~Adviser inwill ~~connection~~pay ~~with~~organization ~~monitoring financial~~ and ~~legal~~offering ~~affairs~~expenses ~~for~~in ~~us,~~excess ~~providing~~of ~~administrative services~~$550,000 ~~monitoring~~without ~~our~~any ~~investments~~recourse ~~and~~against ~~performing due diligence on our prospective portfolio companies~~ or ~~otherwise~~reimbursement ~~relating~~by ~~to, or associated with, evaluating and making investments~~us;

• ~~interest~~calculating ~~payable~~our onnet ~~debt,~~asset ifvalue ~~any,~~(including ~~incurred~~the tocost ~~finance~~and ~~our~~expenses ~~investments~~of any independent valuation firm);

• ~~sales~~fees and ~~purchases~~expenses ofpayable to third parties, including agents, consultants or other advisers, in connection with monitoring financial and legal affairs for us, providing administrative services, monitoring our ~~common~~investments ~~stock~~and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and ~~other~~making ~~securities~~investments;

• ~~investment~~interest ~~advisory~~payable ~~and~~on ~~management~~debt, ~~fees~~if any, incurred to finance our investments;

• ~~administration~~sales ~~fees,~~and ifpurchases ~~any,~~of ~~payable~~our ~~under~~common anstock ~~administration~~and ~~agreement~~other ~~with the Adviser (the “Administration Agreement”)~~securities;

• ~~transfer~~investment ~~agent~~advisory and ~~custodial~~management fees;

• ~~federal~~administration ~~and~~fees, ~~state~~if ~~registration~~any, ~~fees~~payable under an administration agreement with the Adviser (the “Administration Agreement”);

• ~~all~~transfer ~~costs~~agent ~~of registration~~ and ~~listing~~custodial ~~our securities on any securities exchange~~fees;

• ~~U.S.~~ federal, ~~state~~ and ~~local~~state ~~taxes~~registration fees;

• ~~independent~~all ~~directors’~~costs ~~fees~~of registration and ~~expenses~~listing our securities on any securities exchange;

• ~~costs~~U.S. offederal, ~~preparing~~state and ~~filing~~local ~~reports or other documents required by the Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority or other regulators~~taxes;

• ~~costs~~Independent ofDirectors’ ~~any~~fees ~~reports,~~and ~~proxy statements or other notices to stockholders, including printing costs~~expenses;

• ~~our~~costs ~~allocable portion~~ of ~~any~~preparing ~~fidelity~~and ~~bond,~~filing ~~directors’~~reports ~~and~~or ~~officers’~~other ~~errors~~documents ~~and~~required ~~omissions~~by ~~liability~~the ~~insurance~~SEC, ~~and~~the ~~any~~Financial ~~other~~Industry ~~insurance~~Regulatory ~~premiums~~Authority or other regulators;

• ~~direct~~ costs ~~and expenses~~ of ~~administration~~any reports, ~~including~~proxy ~~printing,~~statements ~~mailing,~~or ~~independent~~other ~~auditors~~notices ~~and~~to ~~outside~~stockholders, ~~legal~~including printing costs; ~~and~~

• ~~all~~our ~~other~~allocable ~~expenses~~portion ~~incurred~~of byany usfidelity ~~and the Adviser~~bond, ~~acting~~directors’ onand ~~our~~officers’ ~~behalf,~~errors inand ~~connection~~omissions ~~with~~liability ~~administering our business~~insurance, ~~including~~and ~~payments~~any ~~under~~other ~~the~~insurance ~~Administration Agreement.~~premiums;

8• direct costs and expenses of administration, including printing, mailing, independent auditors and outside legal costs; and

~~Financial~~• ~~Condition,~~all ~~Liquidity~~other expenses incurred by us and ~~Capital~~the ~~Resources~~Adviser, acting on our behalf, in connection with administering our business, including payments under the Administration Agreement.

We8 expect to generate cash primarily from (i) the net proceeds of our private offering, (ii) cash flows from our operations, and (iii) any financing arrangements we may enter into in the future. We may fund a portion of our investments through borrowings from banks and issuances of senior securities. Our primary use of funds will be to make investments in eligible portfolio companies, pay our operating expenses and make distributions to holders of our common stock.

CriticalTable Accountingof Policies Contents

~~Valuation~~Financial ofCondition, ~~Investments~~Liquidity and Capital Resources

We ~~will~~expect ~~value~~to ~~our portfolio~~generate ~~investments~~cash atprimarily ~~fair~~from ~~value based upon~~ (i) the ~~principles~~net ~~and~~proceeds ~~methods~~ of ~~valuation set forth in policies adopted by~~ our ~~Board.~~private ~~Fair~~offering, value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (~~or most advantageous~~ii) cash ~~market~~flows ~~for~~from ~~the~~our ~~asset~~operations, ~~that~~and (aiii) ~~are~~any financing ~~independent~~arrangements ofwe ~~us,~~may ~~(b) are~~enter ~~knowledgeable,~~into ~~having~~in ~~a reasonable understanding about~~ the ~~asset~~future. ~~based~~We onmay ~~all~~fund ~~available~~a ~~information~~portion ~~(including~~of ~~information~~our ~~that~~investments ~~might be obtained~~ through ~~due~~borrowings ~~diligence~~from ~~efforts~~banks ~~that are usual~~ and ~~customary),~~issuances ~~(c) are~~of ~~able~~senior tosecurities. ~~transact~~Our ~~for~~primary ~~the~~use ~~asset,~~of ~~and~~funds ~~(d) are~~will ~~willing~~be to ~~transact~~make ~~for~~investments ~~the~~in ~~asset or~~eligible ~~liability~~portfolio ~~(that is~~companies, pay ~~they~~our ~~are~~operating ~~motivated~~expenses ~~but~~and ~~not~~make ~~forced~~distributions orto ~~otherwise~~holders ~~compelled~~of toour docommon ~~so)~~stock.

~~Investments~~Critical ~~for~~Accounting ~~which~~Policies market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers.

~~Debt~~Valuation and equity securities for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued at fair value as determined in good faith by our Board. Because a readily available market value for many of ~~the~~Investments investments in our portfolio is often not available, we value many of our portfolio investments at fair value as determined in good faith by our Board using a consistently applied valuation process in accordance with a documented valuation policy that has been reviewed and approved by our Board. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may also be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security causes current market quotations not to reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently, causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid ask spread.

9We will value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by our Board. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (a) are independent of us, (b) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (c) are able to transact for the asset, and (d) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

~~With~~Investments ~~respect~~for towhich ~~investments~~market ~~for~~quotations ~~which~~are readily available are valued at such market quotations unless the quotations are deemed not ~~readily~~to ~~available,~~represent ~~our~~fair ~~Board~~value. ~~will~~We ~~undertake~~generally ~~a multi-step~~obtain ~~valuation~~market ~~process~~quotations ~~each~~from ~~quarter~~recognized exchanges, asmarket ~~described~~quotation ~~below:~~systems, independent pricing services or one or more broker-dealers or market makers.

•Debt and equity securities for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued at fair value as determined in good faith by our ~~quarterly~~Board. Because a readily available market value for many of the investments in our portfolio is often not available, we value many of our portfolio investments at fair value as determined in good faith by our Board using a consistently applied valuation process ~~begins~~in accordance with ~~each~~a ~~portfolio~~documented ~~company~~valuation orpolicy ~~investment~~that ~~being~~has ~~initially~~been ~~valued~~reviewed and approved by our Board. Due to the ~~investment~~inherent ~~professionals~~uncertainty and subjectivity of determining the ~~Adviser~~fair ~~responsible~~value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the ~~portfolio~~values ~~investment;~~that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may also be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security causes current market quotations not to reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently, causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid ask spread.

•9 ~~preliminary valuation conclusions are then documented and discussed with our senior management and the Adviser;~~

•Table onof a periodic basis, at least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm engaged by our Board;Contents

•With arespect ~~committee~~to ofinvestments for which market quotations are not readily available, our Board will ~~then~~undertake ~~review~~a multi-step ~~these~~valuation ~~preliminary~~process ~~valuations;~~each ~~and~~quarter, as described below:

• our ~~Board~~quarterly ~~will~~valuation ~~then~~process ~~discuss~~begins ~~these~~with ~~preliminary~~each ~~valuations~~portfolio ~~and~~company ~~determine~~or ~~the fair value of each~~ investment inbeing ~~our~~initially ~~portfolio~~valued inby ~~good faith, based on~~ the ~~input~~investment professionals of the Adviser, ~~the~~responsible ~~independent~~for ~~valuation~~the ~~firm~~portfolio ~~and a committee of our Board.~~investment;

~~Those investments~~• ~~for~~preliminary ~~which~~valuation ~~market~~conclusions ~~quotations~~ are ~~not~~then ~~readily~~documented available or for which market quotations are deemed not to represent fair value are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and ~~other~~discussed ~~relevant~~with information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our ~~investments~~senior ~~include,~~management ~~as relevant~~ and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values. Adviser;

~~When~~• ~~valuing~~on ~~all~~a ofperiodic ~~our investments~~basis, weat ~~strive~~least toonce ~~maximize~~annually, the ~~use~~valuation offor ~~observable~~each ~~inputs~~portfolio ~~and~~investment ~~minimize~~is ~~the~~reviewed ~~use~~by ~~of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing~~ an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent ofvaluation ~~us.~~firm ~~Unobservable~~engaged ~~inputs~~by ~~are inputs that reflect~~ our ~~assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.~~ Board;

10• a committee of our Board will then review these preliminary valuations; and

~~Our~~• ~~investments~~our ~~are~~Board ~~categorized~~will ~~based~~then ondiscuss ~~the~~these ~~types~~preliminary ofvaluations ~~inputs~~and ~~used~~determine inthe ~~their~~fair ~~valuation.~~value ~~The~~of ~~level~~each investment in ~~the~~our ~~U.S.~~portfolio ~~GAAP valuation hierarchy~~ in ~~which~~good anfaith, ~~investment falls is~~ based on the ~~lowest level~~ input ~~that~~of ~~is significant to~~ the ~~valuation~~Adviser, of the ~~investment~~independent invaluation ~~its~~firm ~~entirety.~~and ~~Investments~~a ~~are~~committee ~~classified~~of byour UBoard.~~S. GAAP into the three broad levels as follows:~~

~~Level~~Those investments Ifor ~~Investments~~which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued ~~using~~utilizing ~~unadjusted~~a ~~quoted~~market approach, an income approach, or both approaches, as appropriate. The market approach uses prices inand ~~active~~other ~~markets~~relevant ~~for~~information generated by market transactions involving identical or comparable assets or liabilities (including a business). ~~Level~~The IIincome ~~Investments~~approach ~~valued~~uses ~~using~~valuation ~~other~~techniques ~~unadjusted~~to ~~observable~~convert ~~market~~future ~~inputs~~amounts (for example, ecash flows or earnings) to a single present amount (discounted).g. ~~quoted~~The ~~prices~~measurement inis ~~markets~~based ~~that~~on ~~are~~the ~~not~~value ~~active~~indicated orby ~~quotes~~current ~~for~~market ~~comparable~~expectations ~~instruments~~about those future amounts. ~~Level~~In ~~III~~following ~~Investments~~these approaches, the types of factors that ~~are~~we ~~valued~~may ~~using~~take into ~~quotes~~account in determining the fair value of our investments include, as relevant and among other ~~observable~~factors: available current market data, toincluding relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the ~~extent~~nature ~~available~~and realizable value of any collateral, ~~but~~the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which ~~also~~the portfolio ~~take~~company ~~into~~does ~~consideration~~business, ~~one~~comparisons orof ~~more~~financial ~~unobservable~~ratios ~~inputs~~of peer companies that are ~~significant~~public, tomerger ~~the~~and ~~valuation~~acquisition ~~taken~~comparables, our principal market (as athe ~~whole~~reporting entity) and enterprise values.

~~Determination~~When valuing all of ~~fair~~our ~~value~~investments, ~~involves~~we ~~subjective~~strive ~~judgments~~to maximize the use of observable inputs and ~~estimates~~minimize the use of unobservable inputs. ~~Accordingly~~Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the ~~notes~~assumptions tomarket ~~our~~participants ~~financial~~would ~~statements~~use in pricing an ~~express~~asset ~~the~~or ~~uncertainty~~liability ~~with~~developed ~~respect~~based toon ~~the~~market ~~possible~~data ~~effect~~obtained from sources independent of ~~such~~us. ~~valuations,~~Unobservable ~~and~~inputs ~~any~~are ~~change~~inputs that reflect our assumptions about the assumptions market participants would use in ~~such~~pricing ~~valuations,~~an asset or liability developed based on the ~~consolidated~~best ~~financial~~information ~~statements~~available in the circumstances.

~~Security~~10 ~~Transactions, Realized/Unrealized Gains or Losses, and Income Recognition~~

SecurityTable transactions are recorded on a trade-date basis. We measure realized gains or losses from the repayment or sale of investments using the specific identification method. The amortized cost basis of investments represents the original cost adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees. We report changes in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation (depreciation) on investments in the consolidated statement of operations. Contents

~~Interest~~Our ~~income,~~investments ~~adjusted~~are ~~for~~categorized ~~amortization~~based ~~of market premium and accretion of market discount, is recorded~~ on ~~an accrual basis to~~ the ~~extent~~types ~~that~~of weinputs ~~expect~~used ~~to collect~~in ~~such~~their ~~amounts~~valuation. ~~Original~~The ~~issue~~level ~~discount,~~in ~~principally representing~~ the ~~estimated fair value of detachable equity or warrants obtained in conjunction with our debt investments, and market discount or premium are capitalized and accreted or~~U.S. ~~amortized~~generally ~~into~~accepted ~~interest~~accounting ~~income~~principles ~~over the life of the respective security using the effective interest method~~(“U.S. ~~Loan~~GAAP”) ~~origination~~valuation ~~fees~~hierarchy ~~received~~ in ~~connection~~which ~~with~~an ~~the~~investment ~~closing~~falls ~~of investments are reported as unearned income which~~ is ~~included~~based ason ~~amortized cost of~~ the ~~investment;~~lowest ~~the~~level ~~unearned~~input ~~income~~that ~~from such fees~~ is ~~accreted~~significant ~~over~~to the ~~contractual~~valuation ~~life~~ of the ~~loan~~investment ~~based~~in onits ~~the effective interest method~~entirety. ~~Upon~~Investments ~~prepayment~~are ~~of a loan or debt security, any prepayment penalties, unamortized loan origination~~classified ~~fees,~~by ~~and~~U.S. ~~unamortized~~GAAP ~~market~~into ~~discounts~~the ~~are~~three ~~recorded~~broad levels as ~~interest~~follows: ~~income.~~

~~Management~~Level I Investments valued using unadjusted quoted prices in active markets for identical assets. Level II Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments. Level III Investments that are valued using quotes and ~~Incentive~~other ~~Fees~~observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

WeDetermination ~~will~~of ~~accrue~~fair ~~for~~value ~~the~~involves ~~base~~subjective ~~management~~judgments ~~fee~~ and ~~incentive fee~~estimates. ~~The~~Accordingly, ~~accrual for~~ the ~~incentive~~notes ~~will~~to ~~fee~~our ~~include~~financial ~~the recognition of (i) ordinary income and~~statements ~~incentive~~express ~~fee,~~the ~~even~~uncertainty ~~though~~with ~~such~~respect ~~incentive fee is neither earned nor payable~~ to the ~~Adviser~~possible ~~until~~effect ~~the consummation~~ of asuch ~~liquidation event and the pre-incentive fee net investment income expressed as a rate of return on the value of our net assets attributable to our common stock exceeds a hurdle rate~~valuations, and ~~(ii) capital~~any ~~gains~~change ~~incentive~~in ~~fee, even though~~ such ~~incentive~~valuations, ~~fee~~on ~~is neither earned nor payable to~~ the ~~Adviser~~consolidated ~~until~~financial ~~the consummation of a Liquidation Event and capital gains are both realized and in excess of realized losses on investments~~statements.

~~Organization~~Security ~~and~~Transactions, ~~Offering~~Realized/Unrealized ~~Costs~~Gains or Losses, and ~~Expenses~~ Income Recognition

Security transactions are recorded on a trade-date basis. We ~~will~~measure ~~pay~~realized ~~organization~~gains ~~and~~or ~~offering~~losses ~~expenses~~from upthe torepayment aor ~~maximum~~sale ~~amount~~of investments using the specific identification method. The amortized cost basis of ~~$550,000;~~investments ~~provided~~represents ~~that~~the original cost adjusted for the ~~Adviser~~accretion/amortization ~~will~~of ~~pay~~discounts ~~organization~~and premiums and ~~offering expenses~~upfront loan origination fees. We report changes in ~~excess~~fair value of ~~$550,000~~investments ~~without~~that ~~any~~are measured ~~recourse~~at fair value as a component of net change in unrealized appreciation (depreciation) on investments in the consolidated statement of operations.

11Interest income, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent that we expect to collect such amounts. Original issue discount, principally representing the estimated fair value of detachable equity or warrants obtained in conjunction with our debt investments, and market discount or premium are capitalized and accreted or amortized into interest income over the life of the respective security using the effective interest method. Loan origination fees received in connection with the closing of investments are reported as unearned income which is included as amortized cost of the investment; the unearned income from such fees is accreted over the contractual life of the loan based on the effective interest method. Upon prepayment of a loan or debt security, any prepayment penalties, unamortized loan origination fees, and unamortized market discounts are recorded as interest income.

~~against~~Management ~~or reimbursement by us. In the event we do not receive a formal commitment of external capital, initial organization~~ and ~~offering~~Incentive ~~costs~~Fees and expenses incurred will be borne by the Adviser. As there has been no formal commitment of external capital as of March 31, 2019 and June 30, 2018, no such costs have been recorded by the Company.

~~Organization~~We ~~costs~~will ~~include,~~accrue ~~among~~for ~~other~~the ~~things,~~base ~~the~~management ~~cost~~fee ofand ~~organizing~~incentive asfee. aThe ~~Maryland~~accrual ~~corporation,~~for ~~including~~the incentive will fee include the ~~cost~~recognition of ~~legal~~(i) ordinary ~~services~~income and incentive fee, ~~directors’~~even ~~fees and~~though ~~other~~such ~~fees,~~incentive ~~including~~fee ~~travel-related~~is ~~expenses,~~neither ~~pertaining~~earned nor payable to ~~our~~the ~~organization,~~Adviser ~~all~~until ofthe ~~which~~consummation ~~are~~of ~~expensed~~a asLiquidation ~~incurred.~~Event ~~Offering~~and ~~costs~~the ~~include,~~pre-incentive ~~among~~fee ~~other~~net ~~things,~~investment ~~legal~~income ~~fees~~expressed ~~and~~as ~~other~~a ~~costs~~rate ~~pertaining~~of return toon the ~~preparation~~value of our ~~private~~net ~~placement memorandum~~assets ~~and~~attributable ~~other~~to ~~offering~~our ~~documents.~~common Asstock ofexceeds ~~March 31,~~a ~~2019~~hurdle rate, and ~~June~~(ii) ~~30,~~capital ~~2018~~gains incentive fee, even though such incentive fee is neither earned nor payable to the ~~estimated~~Adviser ~~amount~~until the consummation of ~~organization~~a Liquidation Event and ~~offering~~capital ~~costs~~gains ~~was~~are ~~approximately~~both ~~$480,100~~realized and ~~$480,100,~~in ~~respectively~~excess of realized losses on investments.

~~Federal~~11 ~~Income Taxes~~

WeTable intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code as soon as practicable. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its stockholders. We intend to distribute sufficient dividends to maintain our RIC status each year and we do not anticipate paying any material federal income taxes in the future. Contents

~~Other~~Organization ~~Contractual~~and ~~Obligations~~Offering Costs and Expenses

We ~~intend~~will topay ~~enter~~organization ~~into~~and ~~certain~~offering ~~contracts~~expenses ~~under~~up ~~which~~to wea ~~have~~maximum ~~material~~amount ~~future~~of ~~commitments.~~$550,000; Weprovided ~~intend~~that tothe ~~enter~~Adviser ~~into~~will ~~the~~pay ~~Advisory~~organization ~~Agreement~~and ~~with~~offering ~~the~~expenses ~~Adviser~~ in ~~accordance~~excess ~~with~~of ~~the~~$550,000 ~~1940~~without ~~Act.~~any ~~Under~~recourse ~~the~~against ~~Advisory~~or ~~Agreement,~~reimbursement ~~the~~by ~~Adviser~~us. ~~will~~In bethe ~~responsible~~event ~~for~~we ~~sourcing,~~do ~~reviewing~~not ~~and~~receive ~~structuring~~a ~~investment~~formal ~~opportunities~~commitment ~~for~~of usexternal capital, ~~underwriting~~initial organization and ~~conducting~~offering ~~diligence~~costs ~~on our investments~~ and ~~monitoring~~expenses ~~our investment~~incurred ~~portfolio~~will onbe anborne ~~ongoing~~by ~~basis~~the Adviser. ~~For~~As ~~these~~there ~~services,~~has been weno ~~will~~formal ~~pay~~commitment ~~(i) a~~of ~~base~~external ~~management~~capital ~~fee calculated~~ as ~~a percentage~~ of ~~total~~September 30, ~~capital~~2019 ~~drawn~~and ~~from~~June 30, ~~investors~~2019, ~~pursuant~~no tosuch ~~capital~~costs ~~commitments~~have ~~and~~been ~~(ii) an~~recorded ~~incentive~~by ~~fee~~the ~~based on our performance~~Company.

WeOrganization ~~also~~costs ~~intend~~include, toamong ~~enter~~other ~~into~~things, the ~~Administration~~cost ~~Agreement~~of ~~with~~organizing ~~the~~as ~~Adviser.~~a ~~Under~~Maryland corporation, including the ~~Administration~~cost ~~Agreement~~of legal services, directors’ fees and other fees, including travel-related expenses, pertaining to our ~~Adviser~~organization, ~~will~~all ~~be responsible~~of ~~for~~which ~~furnishing~~are usexpensed ~~with~~as ~~office~~incurred. ~~facilities~~Offering costs include, among other things, legal fees and ~~equipment~~other costs pertaining to the preparation of our private placement memorandum and ~~will~~other ~~provide~~offering usdocuments. ~~with~~As ~~clerical~~of September 30, ~~bookkeeping~~2019 and June 30, ~~recordkeeping~~2019, the estimated amount of organization and ~~other~~offering ~~administrative~~costs ~~services~~was atapproximately ~~such~~$480,100 ~~facilities~~and $480,100, respectively.

IfFederal ~~any~~Income ofTaxes the contractual obligations discussed above are terminated, our costs under any new agreements may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under the Advisory Agreement and the Administration Agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.

~~Off~~We intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code as soon as practicable. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of its net ordinary income and net short-~~Balance~~term ~~Sheet~~capital ~~Arrangements~~gains in excess of its net long-term capital losses, if any, to its stockholders. We intend to distribute sufficient dividends to maintain our RIC status each year and we do not anticipate paying any material federal income taxes in the future.

Other ~~than~~Contractual ~~contractual~~Obligations ~~commitments and other legal contingencies incurred in the normal course of our business, we do not expect to have any off-balance sheet financings or liabilities.~~

We intend to enter into certain contracts under which we have material future commitments. We intend to enter into the Advisory Agreement with the Adviser in accordance with the 1940 Act. Under the Advisory Agreement, the Adviser will be responsible for sourcing, reviewing and structuring investment opportunities for us, underwriting and conducting diligence on our investments and monitoring our investment portfolio on an ongoing basis. For these services, we will pay (i) a base management fee calculated as a percentage of total capital drawn from investors pursuant to capital commitments and (ii) an incentive fee based on our performance.

We also intend to enter into the Administration Agreement with the Adviser. Under the Administration Agreement, our Adviser will be responsible for furnishing us with office facilities and equipment and will provide us with clerical, bookkeeping, recordkeeping and other administrative services at such facilities.

If any of the contractual obligations discussed above are terminated, our costs under any new agreements may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under the Advisory Agreement and the Administration Agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.

Off-Balance Sheet Arrangements

Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not expect to have any off-balance sheet financings or liabilities.

Investcorp Transaction

On August 30, 2019, Investcorp Credit Management US LLC (“Investcorp”) acquired an approximate 76% ownership interest in the Adviser through the acquisition of the interests held by Stifel Venture Corp. and certain funds managed Cyrus Capital Partners, L.P. and through a direct purchase of equity from the Adviser (the “Investcorp Transaction”). Mr. Mauer and Christopher Jansen, the Adviser’s Co-Chief Investment Officers, together, hold an approximate 24% interest in the Adviser.

Effective August 30, 2019, the Adviser has retained the services of accounting and back office professionals on an as-needed basis through a services agreement with Investcorp International Inc., an affiliate of Investcorp, to assist the Adviser in fulfilling certain of its obligations to the Company under the Administration Agreement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We will be subject to financial market risks, including changes in interest rates. To the extent that we borrow money to make investments, our net investment income will be dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

between the rate at which we borrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.

We may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts, subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of ~~March~~September 3130, 2019 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated ~~the~~ the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934). Based on that evaluation, our management, ~~including~~ including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

~~(b)~~13 ~~Changes in Internal Control Over Financial Reporting~~

ManagementTable didof not identify any change in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Contents

~~PART~~ However, ~~II—OTHER~~in ~~INFORMATION~~evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

(b) Changes in Internal Control Over Financial Reporting

Management did not identify any change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

regulation, which may result in regulatory proceedings against us. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

~~During~~Except ~~the~~as ~~three~~set ~~months~~forth ~~ended March 31~~below, ~~2019,~~ there have been no material changes to the risk factors ~~disclosed~~previously inreported under Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2019, which was filed with the SEC on September 4 13, ~~2018~~2019. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

Uncertainty relating to the LIBOR calculation process may adversely affect the value of our portfolio of LIBOR-indexed, floating-rate debt securities.

LIBOR, the London Interbank Offered Rate, is the basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. We expect to use LIBOR as a reference rate in term loans we will extend to portfolio companies such that the interest due to us pursuant to a term loan extended to a partner company is calculated using LIBOR. The terms of our debt investments are expected to generally include minimum interest rate floors calculated based on LIBOR.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if at that time whether LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by Treasury securities called the Secured Overnight Financing Rate (“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a question and the future of LIBOR at this time is uncertain. If LIBOR ceases to exist, we may need to renegotiate any credit agreements that we enter into that extend beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established in its place, which may have an adverse effect on our

ability to receive attractive returns. In addition, if LIBOR ceases to exist we may need to renegotiate any LIBOR based credit facilities that we may enter into in the future to replace LIBOR with the new standard that is established in its place.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:


3.1		Articles of Incorporation (1)

3.2		Bylaws(2)

31.1		Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

*	Filed herewith

(1) Incorporated by reference to exhibit 3.1 Registrant’s Registration Statement on Form 10 (File No. 000-55850), filed on January 8, 2018.

(2) Incorporated by reference to exhibit 3.2 Registrant’s Registration Statement on Form 10 (File No. 000-55850), filed on January 8, 2018.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: May 7, 2019

CM Credit Opportunities BDC I Inc. By: /s/ Michael C. Mauer Michael C. Mauer Chief Executive Officer By: /s/ Rocco DelGuercio Rocco DelGuercio Chief Financial Officer

SIGNATURES

Dated: November 12, 2019


CM Credit Opportunities BDC I Inc.

By:		/s/ Michael C. Mauer

		Michael C. Mauer
		Chief Executive Officer

By:		/s/ Rocco DelGuercio

		Rocco DelGuercio
		Chief Financial Officer

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