UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

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FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) of ~~the~~OF ~~Securities~~THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ofACT OF 1934

Date of ~~report~~Report (Date of earliest event reported): ~~May 26~~August 5, 2022

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AG Twin Brook BDC, Inc.

(Exact ~~name~~Name of Registrant as Specified in ~~Its~~its Charter)

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DELAWARE

814-01259

83-4184014

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(IRS Employer Identification Number)

DELAWARE		814-01259		83-4184014
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

245 Park Avenue, 26th Floor,

245 Park Avenue, 26th Floor

New York, NY 10167

(Address of Principal Executive Offices, Zip Code)

(212) 692-2000

(Registrant’s telephone number, including area code)

N/A

(Former ~~Name~~name or ~~Former~~former ~~Address~~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))

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

~~Item~~Indicate 3by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.02405 ~~Unregistered~~of ~~Sales~~this chapter) or Rule 12b-2 of ~~Equity~~the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

OnIf ~~May~~an ~~12,~~emerging ~~2022~~growth company, AGindicate ~~Twin~~by ~~Brook~~check ~~BDC,~~mark ~~Inc.~~if (the ~~“Company”)~~ ~~delivered~~registrant ahas ~~capital~~elected ~~drawdown~~not ~~notice~~ to ~~its~~use ~~investors~~the ~~due~~extended ontransition ~~May~~period ~~26,~~for ~~2022,~~complying ~~relating~~with toany ~~the~~new ~~sale~~or ofrevised ~~531,182~~financial ~~shares~~accounting ofstandards ~~the~~provided ~~Company’s~~pursuant ~~common~~to ~~stock,~~Section ~~par value $0.001 per share~~ 13(~~the “Common Stock”~~a) ~~for an aggregate offering price~~ of ~~$10,800,000.~~the ~~The~~Exchange ~~sale closed on May 26, 2022~~Act. ☐

~~The~~Item ~~sale of Common Stock was made pursuant to subscription agreements entered into by the Company and its investors~~5.02 ~~Under~~Departure ~~the terms~~ of ~~the~~Directors ~~subscription~~or ~~agreements,~~Certain ~~investors~~Officers; ~~are~~Election ~~required to fund drawdowns to purchase shares~~ of ~~Common~~Directors; ~~Stock~~Appointment ~~up to the amount~~ of ~~their~~Certain ~~respective~~Officers; ~~capital~~Compensatory ~~commitments~~Arrangements ~~on an as-needed basis with a minimum~~ of 10Certain ~~days’ prior notice to the funding date.~~Officers

~~The~~On ~~sale~~August 6, 2022, the Board of Directors (the ~~Common~~“Board”) ~~Stock~~of isAG ~~exempt~~Twin ~~from~~Brook BDC, Inc., a Delaware corporation (the ~~registration~~“Company”), ~~requirements~~appointed Richa Gulati as Chief Compliance Officer of the ~~Securities~~Company ~~Act of~~effective ~~1933~~August 6, as2022. ~~amended~~Ms. ~~(the~~Gulati, ~~“Securities~~age ~~Act”)~~41, ~~pursuant~~joined toAngelo, ~~Section~~Gordon ~~4(a)(2)~~& ~~thereof~~Co., L.P. in May 2022 as its Chief Compliance Officer and ~~Regulation~~Associate DGeneral ~~thereunder~~Counsel. Effective ~~The~~August ~~Company~~6, ~~has~~2022, ~~not~~Ms. ~~engaged~~Gulati inalso ~~general~~serves ~~solicitation~~as orthe ~~advertising~~Chief ~~with~~Compliance ~~regard~~Officer of AGTB Private BDC. Prior to ~~the~~joining ~~issuance~~Angelo Gordon, from 2015 to May 2022, Ms. Gulati served as Chief Compliance Officer and ~~sale~~Counsel at of ~~the~~Willett ~~Common~~Advisors ~~Stock~~LLC, ~~and~~where ~~has~~she ~~not offered~~oversaw ~~securities~~global compliance and regulatory affairs. Prior to ~~the~~Willett ~~public~~Advisors, Ms. Gulati served in ~~connection~~various ~~with~~legal ~~such~~and ~~issuance~~compliance roles at Oaktree Capital Management, L.P. (2011 to 2015), and ~~sale~~D.E. ~~The~~Shaw ~~Company~~& ~~relied~~Co., inL.P. ~~part~~(2008 to 2011), ~~upon~~and ~~representations~~began ~~from~~her ~~the~~career ~~investors~~as ina ~~the~~litigation ~~subscription~~associate ~~agreements~~at ~~that~~Cleary ~~each~~Gottlieb ~~investor~~Steen ~~was~~& anHamilton ~~accredited~~LLP ~~investor~~(2005 asto ~~defined~~2008). ~~in Regulation~~Ms. Gulati holds a B.A. degree from University of Texas at Austin and a J.D. ~~under~~degree ~~the~~from ~~Securities~~Harvard ~~Act~~University.

To facilitate Ms. Gulati’s appointment, on August 5, 2022, Adam Freedman resigned as the Company’s Chief Compliance Officer, effective as of August 6, 2022. This resignation was not the result of any dispute or disagreement between Mr. Freedman and the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, AGthe ~~Twin~~registrant ~~Brook BDC, Inc.~~ has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AG TWIN BROOK BDC, INC.


	AG Twin Brook BDC, Inc.

Dated: August 9, 2022	By:	/s/ Terrence Walters
	Name:	Terrence Walters
	Title:	Chief Financial Officer and Treasurer

Date: May 26, 2022

By: /s/ Terrence Walters Name: Terrence Walters Title: Chief Financial Officer and Treasurer

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