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): April 17, 2025

Onex Direct Lending BDC Fund

(Exact name of Registrant as specified in its charter)

Delaware

814-01405

86-3687484

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

930 Sylvan Avenue

Englewood Cliffs, NJ

07632

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (201) 541-2121

Not Applicable

(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 Instruction 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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

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 1.01.

Entry into a Material Definitive Agreement

On April 17, 2025, the Board of Trustees of Onex Direct Lending BDC Fund (the “Company”) approved and ratified the Company’s entry into an amended and restated revolving loan agreement (“A&R Revolving OCF II Loan”) between the Company and Onex Credit Finance II Corporation, a subsidiary of the ultimate parent entity of the investment adviser of the Company. Under the A&R Revolving OCF II Loan, the applicable margin was decreased from 260 basis points (2.60%) per annum to 165 basis points (1.65%) per annum.

The description above is only a summary of the material provisions of the A&R Revolving OCF II Loan and does not purport to be complete and is qualified in its entirety by reference to the provisions in the A&R Revolving OCF II Loan, which is attached hereto as Exhibit 10.1.

Item 3.02.

Unregistered Sale of Equity Securities.

On April 1, 2025, the Company sold 4,371 unregistered common shares of beneficial interest, par value $0.001 (the “Common Shares”) (with the final number of Common Shares being determined on April 17, 2025) to investors, including feeder vehicles. The Common Shares were sold in a private placement in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and Regulation S under the Securities Act (the “Private Offering”). The following table details the shares sold:


Date of Unregistered Sale	Amount of Common Shares		Consideration
April 1, 2025 (number of Common Shares finalized on April 17, 2025)		4,371	$	100,000

Item 7.01.

Regulation FD Disclosure.

Portfolio and Business Commentary

(All figures as of March 31, 2025, unless otherwise noted)

For the quarter ended March 31, 2025, the Company’s net asset value (“NAV”) per share was $22.88, compared to $23.39 as of December 31, 2024. The quarter-over-quarter change in NAV per share was driven primarily by unrealized losses from certain of the Company’s investments in the portfolio. Dividends for the quarter ended March 31, 2025 was $0.55 per share, representing an annualized distribution yield of 9.62% based on first quarter NAV per share.¹ The Company’s year-to-date return through March 31, 2025 was 0.17%.

As of March 31, 2025, the Company’s portfolio was $523.5 million based on fair market value across 60 portfolio companies and 18 industries. The Company’s unfunded commitments was $23.8 million at March 31, 2025. Given our focus on middle market borrowers and our conservative structuring approach, our portfolio remained defensively positioned with 97% first lien debt investments and 99% floating rate debt investments based on fair market value. As of March 31, 2025, there were two investments placed on non-accrual status, unchanged from prior quarter end.

We continue to operate around the low end of our target leverage ratio of 0.75x to 1.25x net debt to equity and remain focused on optimizing our funding sources and liquidity. As of March 31, 2025, the Company’s net leverage ratio was 1.07x.² As of March 31, 2025, the Company had remaining facility sizes totaling $101.0 million.³

Since inception and as of March 31, 2025, the Company has closed on 81 portfolio investments totaling over $900 million of commitments at the time of original closing. At the time of original closing for these 80 borrowers, the weighted average senior leverage was approximately 4.5 times, the loan-to-value ratio was approximately 40%, and the weighted average spread over reference rate to the London Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (“SOFR”), and Canadian Dollar Offered Rate (“CDOR”) was 619 bps. As of March 31, 2025, there were 60 active borrowers, 33 of which are considered platform investments in the portfolio, with total outstanding commitments, including unfunded loan commitments, of approximately $571.0 million.

^1.

The annualized distribution yield is calculated by multiplying the current quarter’s (Q1 2025) regular distribution per share by four and dividing the result by the current quarter’s ending NAV per share. If the calculation was based on the prior quarter’s (Q4 2024) ending NAV per share, the annualized distribution yield would be 9.41% as of March 31, 2025.

^2.	Net leverage ratio is defined as debt outstanding less cash and cash equivalents, divided by net assets.

^3.	Includes borrowing facility sizes of $300.0 million under our SPV facility and $80.0 million under the A&R Revolving OCF II Loan.

The information disclosed under this Item 7.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 8.01.

Other Events.

Net Asset Value

The net asset value (“NAV”) per share of the Company as of March 31, 2025, as determined in accordance with the Company’s valuation policy, is set forth below.


	NAV per share as of March 31, 2025
Common shares of beneficial interest, par value $0.001	$	22.88

As of March 31, 2025, the Company’s aggregate net asset value was $247.5 million and the fair value of its investment portfolio was $523.5 million.

Status of Offering

The Company has sold Common Shares as part of the Private Offering. The following table lists the Common Shares issued and total consideration for the Private Offering as of the date of this filing. The Company intends to continue selling Common Shares in the Private Offering on a quarterly basis.


	Common Shares Issued		Total Consideration
Common shares of beneficial interest, par value $0.001		10,823,904	$	323.4 million

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		Amended and Restated Revolving Loan Agreement, dated February 20, 2025, by and between Onex Direct Lending BDC Fund and Onex Credit Finance II Corporation*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Filed Herewith

SIGNATURE

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 hereunto duly authorized.

ONEX DIRECT LENDING BDC FUND

Date: April 22, 2025

/s/ Albert Siu

Albert Siu

Chief Financial Officer and Treasurer

Onex Direct Lending BDC Fund 8-K