ThZeal - The Zeal

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

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

Commission File Number: 814-01351

STEELE CREEK CAPITAL CORPORATION

Maryland		85-1327288
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

210 S. College Street, Suite 1690, Charlotte, North Carolina		28244
(Address of principal executive offices)		(Zip Code)

(704) 343-6011

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share

Indicate by check mark whether the registrant (1) has 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 ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of November 12, 2024, the registrant had 5,764,244 shares of common stock, $0.001 par value per share, outstanding.

STEELE CREEK CAPITAL CORPORATION

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		1

Item 1.	Consolidated Financial Statements	1

	Consolidated Statements of Assets and Liabilities as of September 30, 2024 (unaudited) and December 31, 2023	1

	Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited)	2

	Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2024 and 2023 (unaudited)	3

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)	4

	Consolidated Schedules of Investments as of September 30, 2024 (unaudited) and December 31, 2023	5

	Notes to Consolidated Financial Statements (unaudited)	32

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	62

Item 4.	Controls and Procedures	63

PART II. OTHER INFORMATION		64

Item 1.	Legal Proceedings	64

Item 1A.	Risk Factors	64

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64

Item 3.	Defaults Upon Senior Securities	64

Item 4.	Mine Safety Disclosures	64

Item 5.	Other Information	64

Item 6.	Exhibits	64

Signatures		65

Part I. Financial Information

Item 1. Consolidated Financial Statements

Steele Creek Capital Corporation

Consolidated Statements of Assets and Liabilities

(in thousands, except per share data)

	September 30, 2024			December 31, 2023
	(unaudited)
Assets
Investments:
Non-controlled/non-affiliated company investments, at fair value (amortized cost of $129,801 and $142,333, respectively)	$	126,386		$	138,533
Cash		10,399			9,325
Receivable for investments sold		35,328			32,451
Prepaid expenses and other assets		200			339
Interest receivable		639			744
Total assets	$	172,952		$	181,392

Liabilities
Credit facility		84,686			86,316
Payable for investments purchased		30,985			30,188
Management fees payable		332			344
Interest payable		14			50
Incentive fees payable		40			80
Accounts payable and accrued expenses		601			475
Directors’ fees payable		20			-
Distributions payable		1,120			2,081
Total liabilities		117,798			119,534

Commitments and contingencies (Note 8)

Net Assets:
Common shares, $0.001 par value, 450,000,000 shares authorized and 5,786,217 and 6,370,722 shares issued and outstanding, respectively	$	6		$	6
Paid-in-capital in excess of par value		61,811			67,420
Total distributable (deficit)		(6,663	)		(5,568	)
Total net assets	$	55,154		$	61,858

Total liabilities and net assets	$	172,952		$	181,392

Net asset value per share	$	9.53		$	9.71

The accompanying notes are an integral part of these consolidated financial statements

Steele Creek Capital Corporation

Consolidated Statements of Operations

(unaudited)

(in thousands, except per share data)

	Three months ended September 30, 2024			Nine months ended September 30, 2024			Three months ended September 30, 2023			Nine months ended September 30, 2023

Investment income:
Non-controlled/non-affiliated company investments:
Interest income	$	3,263		$	10,099		$	3,550		$	9,804
Payment in-kind interest income		56			134			4			222
Other income		3			62			35			35
Total investment income		3,322			10,295			3,589			10,061

Expenses:
Management fees		460			1,385			400			1,147
Interest and debt financing expenses		1,556			4,600			1,461			4,097
Professional fees		124			333			95			285
Incentive fees		40			96			85			161
Administration expenses		52			202			61			176
Directors’ fees		20			60			20			60
Legal fees – paid by Moelis Asset		11			11			-			-
Custody fees		12			35			11			34
Other general and administrative expenses		123			493			200			510
Total expenses		2,398			7,215			2,333			6,470
Less: management fees waived		(129	)		(705	)		(68	)		(495	)
Less: incentive fees waived		-			-			-			(8	)
Net expenses		2,269			6,510			2,265			5,967
Net investment income		1,053			3,785			1,324			4,094

Realized and unrealized (loss) gain on investments:
Net realized (loss) gain on non-controlled/non-affiliated company investments		(53	)		(1,682	)		1			(1,418	)
Net change in unrealized (depreciation) appreciation on non-controlled/non-affiliated company investments		(402	)		385			1,851			5,312

Total net realized and unrealized (loss) gain on investments		(455	)		(1,297	)		1,852			3,894

Net (decrease) increase in net assets resulting from operations	$	598		$	2,488		$	3,176		$	7,988

Per share data:
Net investment income per share - basic and diluted	$	0.18		$	0.61		$	0.23		$	0.72
Net (decrease) increase in net assets resulting from operations per share - basic and diluted	$	0.10		$	0.40		$	0.55		$	1.40
Weighted average shares outstanding - basic and diluted		5,772			6,157			5,738			5,701

The accompanying notes are an integral part of these consolidated financial statements

Steele Creek Capital Corporation

Consolidated Statements of Changes in Net Assets

(unaudited)

(in thousands, except per share data)

	Three months ended September 30, 2024			Nine months ended September 30, 2024			Three months ended September 30, 2023			Nine months ended September 30, 2023
Operations
Net investment income	$	1,053		$	3,785		$	1,324		$	4,094
Net realized (loss) gain on investments		(53	)		(1,682	)		1			(1,418	)
Net change in unrealized appreciation (depreciation) on investments		(402	)		385			1,851			5,312
Net increase (decrease) in net assets resulting from operations		598			2,488			3,176			7,988

Contributions for Expenses
Contributions for legal fees		11			11			-			-

Distributions to Stockholders
Distributions of realized income		(1,120	)		(3,583	)		(1,116	)		(3,242	)

Capital Share Transactions
Issuance of common shares		265			1,534			523			2,274
Repurchase of common shares		(6,059	)		(7,154	)		(149	)		(1,195	)
Total Capital Share Transactions		(5,794	)		(5,620	)		374			1,079

Net Assets
Net increase (decrease) in net assets during the period		(6,305	)		(6,704	)		2,434			5,825
Net assets at beginning of period		61,459			61,858			53,766			50,375
Net assets at end of period		55,154			55,154			56,200			56,200

Capital Share Activity
Issuance of common shares		28			160			55			246
Repurchase of common shares		(630	)		(744	)		(16	)		(130	)
Shares issued and outstanding at beginning of period		6,389			6,371			5,720			5,643
Shares issued and outstanding at end of period		5,787			5,787			5,759			5,759

The accompanying notes are an integral part of these consolidated financial statements

Steele Creek Capital Corporation

Consolidated Statements of Cash Flows

(unaudited)

(in thousands, except per share data)

	Nine months ended September 30, 2024			Nine months ended September 30, 2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	2,488		$	7,988

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities
Purchase of investments (1)		(233,425	)		(144,118	)
Proceeds from sales of investments and paydowns (1)		244,590			139,561
Payment in-kind interest income		(134	)		(222	)
Amortization of premium/accretion of discount, net		(181	)		(305	)
Net realized loss (gain) on investments		1,682			1,418
Net change in unrealized depreciation (appreciation) on investments		(385	)		(5,312	)
Changes in operating assets and liabilities:
Receivable for investments sold		(2,877	)		(5,805	)
Prepaid expenses and other assets		139			(18	)
Interest receivable		105			(449	)
Payable for investments purchased		797			6,899
Management fees payable		(12	)		13
Interest payable		(36	)		5
Incentive fees payable		(40	)		61
Accounts payable and accrued expenses		126			(165	)
Directors’ fees payable		20			-
Net cash provided by (used in) operating activities		12,857			(449	)

Cash flows from financing activities:
Proceeds from issuance of common shares		1,534			2,274
Repurchase of common shares		(7,154	)		(1,195	)
Proceeds from issuance of debt		8,870			9,262
Repayments on debt		(10,500	)		(6,100	)
Contributions from Moelis Asset for legal fees		11			-
Stockholder distributions paid		(4,544	)		(3,483	)
Net cash (used in) provided by financing activities		(11,783	)		758

Net increase in Cash		1,074			309
Cash, beginning of period		9,325			4,693
Cash, end of period	$	10,399		$	5,002

Supplemental disclosure of Cash Flow Information:
Operating Activities:
Interest paid	$	4,635		$	4,091

(1)

Of the amount reported for the nine months ended September 30, 2024 and 2023, $1,073 thousand and $909 thousand, respectively, represent non-cash transactions.

The accompanying notes are an integral part of these consolidated financial statements

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Non-controlled/Non-Affiliated Investments -229.2% of Shareholder’s Equity (4)
Investments made in the United States
Aerospace & Defense
Amentum Holdings, Inc. (4)	First Lien - Term Loan	9/29/2031		7.11	%	S + 2.25%		4.86	%		1,088	$	1,085	$	1,086		2.0	%
Barnes Group Inc. (4)	First Lien - Term Loan	9/3/2030		7.35	%	S + 2.50%		4.85	%		876		876		878		1.6	%
HDT Holdco, Inc.	First Lien - Term Loan	1/7/2028		6.69	%	S + 1.43%		5.26	%		514		506		315		0.6	%
KBR, Inc. (4)	First Lien - Term Loan	1/17/2031		6.85	%	S + 2.00%		4.85	%		210		210		210		0.4	%
MAG DS Corp.	First Lien - Term Loan	4/1/2027		10.20	%	S + 5.60%		4.60	%		863		841		816		1.4	%
TransDigm Inc. (4)	First Lien - Term Loan	1/19/2032		7.32	%	S + 2.50%		4.82	%		1,000		998		997		1.8	%
Vertex Aerospace Services Corp.	First Lien - Term Loan	12/6/2030		7.60	%	S + 2.75%		4.85	%		249		249		249		0.5	%
Total Aerospace & Defense													4,765		4,551		8.3	%

Automotive
Adient US LLC	First Lien - Term Loan	1/31/2031		7.60	%	S + 2.75%		4.85	%		95		94		95		0.2	%
Autokiniton US Holdings, Inc.	First Lien - Term Loan	4/6/2028		8.96	%	S + 4.11%		4.85	%		960		956		961		1.7	%
Dealer Tire Financial, LLC	First Lien - Term Loan	7/2/2031		8.35	%	S + 3.50%		4.85	%		480		478		482		0.9	%
First Brands Group, LLC	First Lien - Term Loan	3/30/2027		10.51	%	S + 5.26%		5.25	%		758		758		752		1.3	%
Paint Intermediate III, LLC	First Lien - Term Loan	9/11/2031		7.82	%	S + 3.00%		4.82	%		483		481		483		0.9	%
Thor Industries, Inc. (4)	First Lien - Term Loan	11/15/2030		7.10	%	S + 2.25%		4.85	%		342		340		343		0.6	%
Total Automotive													3,107		3,116		5.6	%

Banking, Finance, Insurance & Real Estate
AmWINS Group, Inc.	First Lien - Term Loan	2/19/2028		7.21	%	S + 2.36%		4.85	%		393		390		393		0.7	%
Baldwin Insurance Group Holdings, LLC, The (4)	First Lien - Term Loan	5/26/2031		8.10	%	S + 3.25%		4.85	%		823		821		825		1.5	%
Broadstreet Partners, Inc.	First Lien - Term Loan	6/13/2031		8.10	%	S + 3.25%		4.85	%		733		732		731		1.3	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets ⁽³⁾
Citadel Securities LP	First Lien - Term Loan	7/29/2030		7.10	%	S + 2.25%		4.85	%		1,437		1,428		1,438		2.6	%
Clipper Acquisitions Corp.	First Lien - Term Loan	3/3/2028		7.04	%	S + 1.86%		5.17	%		912		904		899		1.6	%
Cushman & Wakefield U.S. Borrower, LLC (4)	First Lien - Term Loan	1/31/2030		7.85	%	S + 3.00%		4.85	%		496		488		497		0.9	%
EIG Management Company, LLC	First Lien - Term Loan	5/17/2029		9.96	%	S + 5.00%		4.96	%		961		943		963		1.8	%
FinCo I LLC	First Lien - Term Loan	6/27/2029		8.26	%	S + 3.00%		5.26	%		741		738		743		1.3	%
Franklin Square Holdings, L.P.	First Lien - Term Loan	4/25/2031		7.10	%	S + 2.25%		4.85	%		850		848		851		1.5	%
Greystar Real Estate Partners, LLC (4)	First Lien - Term Loan	8/21/2030		7.67	%	S + 2.75%		4.92	%		523		516		523		0.9	%
Guggenheim Partners Investment Management Holdings, LLC	First Lien - Term Loan	12/12/2029		7.85	%	S + 3.25%		4.60	%		112		110		112		0.2	%
Jane Street Group, LLC	First Lien - Term Loan	1/26/2028		7.46	%	S + 2.61%		4.85	%		967		963		968		1.8	%
Lakeview Loan Servicing, LLC (4)	First Lien - Term Loan	6/21/2029		8.30	%	S + 3.36%		4.94	%		990		986		988		1.8	%
LendingTree, Inc. (4)	First Lien - Term Loan	9/15/2028		8.96	%	S + 4.11%		4.85	%		471		471		469		0.9	%
OFSBS 2022-11A (4)	Collateralized Loan Obligation	10/18/2035		8.13	%	S + 3.50%		4.63	%		1,000		1,000		1,020		1.9	%
OFSI BSL CLO XII, Ltd.	Collateralized Loan Obligation	1/20/2035		14.13	%	S + 8.85%		5.28	%		1,000		983		1,030		1.9	%
Osaic Holdings, Inc. (4)	First Lien - Term Loan	8/17/2028		8.85	%	S + 4.00%		4.85	%		676		671		670		1.2	%
Paysafe Group Holdings II Limited	First Lien - Term Loan	6/28/2028		7.71	%	S + 2.86%		4.85	%		970		949		966		1.8	%
Resolute Investment Managers, Inc.	First Lien - Term Loan	4/30/2027		11.37	%	S + 6.76%		4.60	%		450		450		417		0.8	%
Resolute Investment Managers, Inc.	Equity	—		—		—		—			6		—		27		0.0	%
Russell Investments US Institutional Holdco, Inc.	First Lien - Term Loan	5/30/2027		10.25	%	S + 5.00%		5.25	%		1,125		1,123		977		1.8	%
Sound Point CLO Ltd	Collateralized Loan Obligation	7/26/2036		14.09	%	S + 8.81%		5.28	%		500		469		518		0.9	%
Total Banking, Finance, Insurance & Real Estate													15,983		16,025		29.1	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Beverage, Food & Tobacco
Flynn Restaurant Group LP	First Lien - Term Loan	12/1/2028		9.21	%	S + 4.36%		4.85	%		742		738		746		1.4	%
Total Beverage, Food & Tobacco													738		746		1.4	%

Capital Equipment
Chart Industries, Inc.	First Lien - Term Loan	3/15/2030		7.82	%	S + 2.50%		5.32	%		913		910		913		1.7	%
Generac Power Systems, Inc. (4)	First Lien - Term Loan	7/3/2031		6.95	%	S + 1.75%		5.20	%		483		482		486		0.9	%
Madison Safety & Flow LLC	First Lien - Term Loan	9/26/2031		8.10	%	S + 3.25%		4.85	%		302		301		302		0.5	%
Watlow Electric Manufacturing Company	First Lien - Term Loan	3/2/2028		9.26	%	S + 3.75%		5.51	%		786		782		789		1.4	%
Total Capital Equipment													2,475		2,490		4.5	%

Chemicals, Plastics, & Rubber
Albaugh, LLC	First Lien - Term Loan	4/6/2029		8.60	%	S + 3.75%		4.85	%		1,189		1,181		1,189		2.2	%
Bakelite US Holdco, Inc.	First Lien - Term Loan	5/29/2029		8.10	%	S + 3.50%		4.60	%		980		976		984		1.7	%
H.B. Fuller Company (5)	First Lien - Term Loan	2/15/2030		6.85	%	S + 2.00%		4.85	%		421		421		422		0.8	%
Ineos US Finance LLC (4)	First Lien - Term Loan	2/18/2030		8.10	%	S + 3.25%		4.85	%		680		676		681		1.2	%
Koppers Inc.	First Lien - Term Loan	4/10/2030		8.10	%	S + 3.00%		5.10	%		146		146		147		0.3	%
Tronox Finance LLC	First Lien - Term Loan	4/4/2029		7.35	%	S + 2.75%		4.60	%		998		996		1,000		1.8	%
Total Chemicals, Plastics, & Rubber													4,396		4,423		8.0	%

Construction & Building
84 Lumber Company	First Lien - Term Loan	11/30/2030		7.10	%	S + 2.25%		4.85	%		347		346		349		0.6	%
American Builders & Contractors Supply Co., Inc.	First Lien - Term Loan	1/31/2031		6.60	%	S + 1.75%		4.85	%		210		210		210		0.4	%
APi Group DE, Inc. (4)	First Lien - Term Loan	1/3/2029		6.85	%	S + 2.00%		4.85	%		881		881		881		1.6	%
Columbus McKinnon Corporation	First Lien - Term Loan	5/14/2028		7.10	%	S + 2.50%		4.60	%		624		621		626		1.1	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets ⁽³⁾
Core & Main LP	First Lien - Term Loan	2/9/2031		7.11	%	S + 2.25%		4.86	%		697		694		699		1.3	%
Crown Subsea Communications Holding, Inc.	First Lien - Term Loan	1/30/2031		9.25	%	S + 4.00%		5.25	%		527		522		531		1.0	%
Janus International Group, LLC	First Lien - Term Loan	8/3/2030		7.35	%	S + 2.50%		4.85	%		606		601		607		1.1	%
Quikrete Holdings, Inc.	First Lien - Term Loan	4/14/2031		7.35	%	S + 2.50%		4.85	%		995		993		997		1.8	%
SiteOne Landscape Supply Holding, LLC (4)	First Lien - Term Loan	3/23/2030		6.95	%	S + 1.75%		5.20	%		846		844		850		1.5	%
Smyrna Ready Mix Concrete, LLC	First Lien - Term Loan	4/2/2029		8.35	%	S + 3.50%		4.85	%		635		621		640		1.2	%
Summit Materials, LLC	First Lien - Term Loan	1/12/2029		7.05	%	S + 1.75%		5.30	%		104		104		105		0.2	%
TAMKO Building Products LLC	First Lien - Term Loan	9/20/2030		8.17	%	S + 3.25%		4.92	%		990		986		994		1.8	%
White Cap Supply Holdings, LLC	First Lien - Term Loan	10/19/2029		8.10	%	S + 3.25%		4.85	%		902		898		897		1.6	%
Total Construction & Building													8,321		8,386		15.2	%

Consumer Goods: Durable
Mannington Mills, Inc.	First Lien - Term Loan	8/6/2026		8.62	%	S + 4.01%		4.60	%		372		372		369		0.7	%
Pelican Products, Inc.	First Lien - Term Loan	12/29/2028		9.12	%	S + 4.51%		4.60	%		709		707		656		1.2	%
Total Consumer Goods: Durable													1,079		1,025		1.9	%

Consumer Goods: Non-Durable
Conair Holdings LLC	First Lien - Term Loan	5/17/2028		8.71	%	S + 3.86%		4.85	%		820		817		754		1.4	%
Total Consumer Goods: Non-Durable													817		754		1.4	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Containers, Packaging & Glass
Altium Packaging LLC	First Lien - Term Loan	6/11/2031		7.35	%	S + 2.50%		4.85	%		733		733		730		1.3	%
Closure Systems International Group Inc.	First Lien - Term Loan	3/13/2029		8.85	%	S + 4.00%		4.85	%		748		745		752		1.4	%
Pactiv Evergreen Inc. (4)	First Lien - Term Loan	9/24/2028		7.35	%	S + 2.50%		4.85	%		924		906		924		1.7	%
Plaze, Inc.	First Lien - Term Loan	8/3/2026		8.71	%	S + 3.86%		4.85	%		649		644		606		1.1	%
Sabert Corporation	First Lien - Term Loan	12/10/2026		8.03	%	S + 3.11%		4.92	%		778		777		783		1.4	%
Technimark Holdings LLC	First Lien - Term Loan	4/14/2031		8.60	%	S + 3.50%		5.10	%		723		722		723		1.3	%
Total Containers, Packaging & Glass													4,527		4,518		8.2	%

Energy: Electricity
Astoria Energy LLC	First Lien - Term Loan	12/10/2027		7.85	%	S + 3.25%		4.60	%		876		874		880		1.6	%
Compass Power Generation, L.L.C.	First Lien - Term Loan	4/14/2029		8.60	%	S + 3.75%		4.85	%		242		241		244		0.5	%
Invenergy Thermal Operating I LLC	First Lien - Term Loan	8/14/2029		9.69	%	S + 4.36%		5.33	%		753		740		763		1.4	%
Invenergy Thermal Operating I LLC	First Lien - Term Loan	8/14/2029		9.69	%	S + 4.36%		5.33	%		71		70		72		0.1	%
Vistra Operations Company LLC	First Lien - Term Loan	12/20/2030		6.85	%	S + 2.00%		4.85	%		839		833		840		1.5	%
Total Energy: Electricity													2,758		2,799		5.1	%

Energy: Oil & Gas
AL NGPL Holdings, LLC	First Lien - Term Loan	4/13/2028		7.81	%	S + 2.50%		5.31	%		637		639		638		1.2	%
BCP Renaissance Parent L.L.C.	First Lien - Term Loan	10/31/2028		7.85	%	S + 3.25%		4.60	%		185		184		185		0.3	%
CQP Holdco LP	First Lien - Term Loan	12/31/2030		6.85	%	S + 2.25%		4.60	%		724		722		724		1.3	%
GIP Pilot Acquisition Partners, L.P.	First Lien - Term Loan	10/4/2030		7.82	%	S + 2.50%		5.32	%		193		193		194		0.4	%
ITT Holdings LLC	First Lien - Term Loan	10/11/2030		7.95	%	S + 3.00%		4.95	%		676		664		678		1.2	%
WhiteWater DBR Holdco LLC	First Lien - Term Loan	3/3/2031		7.35	%	S + 2.75%		4.60	%		441		439		441		0.8	%
Total Energy: Oil & Gas													2,841		2,860		5.2	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Forest Products & Paper
Mativ Holdings, Inc. (4)	First Lien - Term Loan	4/20/2028		8.71	%	S + 3.86%		4.85	%		433		430		433		0.8	%
Total Forest Products & Paper													430		433		0.8	%

Healthcare & Pharmaceuticals
Athletico Management, LLC	First Lien - Term Loan	2/15/2029		9.00	%	S + 4.40%		4.60	%		244		239		189		0.3	%
Aveanna Healthcare LLC (4)	First Lien - Term Loan	7/17/2028		8.91	%	S + 3.85%		5.06	%		421		421		412		0.7	%
Bayou Intermediate II, LLC	First Lien - Term Loan	8/2/2028		10.01	%	S + 4.76%		5.25	%		705		703		690		1.3	%
Confluent Health, LLC	First Lien - Term Loan	11/30/2028		8.96	%	S + 4.11%		4.85	%		936		934		917		1.7	%
DaVita Inc. (4)	First Lien - Term Loan	5/9/2031		6.85	%	S + 2.00%		4.85	%		441		439		441		0.8	%
Ensemble RCM, LLC	First Lien - Term Loan	8/1/2029		8.25	%	S + 3.00%		5.25	%		1,299		1,291		1,302		2.4	%
FC Compassus, LLC	First Lien - Term Loan	12/31/2026		9.57	%	S + 4.51%		5.06	%		1,206		1,205		1,195		2.2	%
Global Medical Response, Inc.	First Lien - Term Loan	10/31/2028		10.46	%	S + 5.50%		4.96	%		497		497		495		0.9	%
Golden State Buyer, Inc.	First Lien - Term Loan	6/21/2026		9.45	%	S + 4.85%		4.60	%		925		921		926		1.7	%
Ingenovis Health, Inc.	First Lien - Term Loan	3/6/2028		9.21	%	S + 4.36%		4.85	%		965		963		811		1.5	%
Iqvia Inc.	First Lien - Term Loan	1/2/2031		6.60	%	S + 2.00%		4.60	%		248		248		250		0.5	%
Mamba Purchaser, Inc.	First Lien - Term Loan	10/16/2028		8.35	%	S + 3.25%		5.10	%		146		146		146		0.3	%
Onex TSG Intermediate Corp.	First Lien - Term Loan	2/28/2028		9.71	%	S + 4.86%		4.85	%		968		957		968		1.7	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets ⁽³⁾
Phoenix Guarantor Inc.	First Lien - Term Loan	2/21/2031		8.10	%	S + 3.25%		4.85	%		995		986		994		1.8	%
Select Medical Corporation (4)	First Lien - Term Loan	3/6/2027		7.85	%	S + 3.00%		4.85	%		19		19		19		0.0	%
Sonrava Health Holdings, LLC	First Lien - Term Loan	8/18/2028		11.50	%	S + 6.93%		4.57	%		1,506		1,502		1,013		1.8	%
U.S. Anesthesia Partners, Inc.	First Lien - Term Loan	10/1/2028		9.57	%	S + 4.36%		5.20	%		1,080		1,077		1,060		1.9	%
US Radiology Specialists, Inc. (US Outpatient Imaging Services, Inc.)	First Lien - Term Loan	12/15/2027		9.35	%	S + 4.75%		4.60	%		975		970		978		1.8	%
Vizient, Inc.	First Lien - Term Loan	8/1/2031		6.85	%	S + 2.00%		4.85	%		242		241		243		0.4	%
Waystar Technologies, Inc.	First Lien - Term Loan	10/22/2029		7.60	%	S + 2.75%		4.85	%		159		159		160		0.3	%
Zelis Cost Management Buyer, Inc.	First Lien - Term Loan	9/28/2029		7.60	%	S + 2.75%		4.85	%		630		627		630		1.1	%
Total Healthcare & Pharmaceuticals													14,545		13,839		25.1	%

High Tech Industries
CE Intermediate I, LLC	First Lien - Term Loan	11/10/2028		8.76	%	S + 3.65%		5.11	%		975		969		978		1.8	%
ConnectWise, LLC	First Lien - Term Loan	9/29/2028		8.37	%	S + 3.76%		4.60	%		555		553		555		1.0	%
GoTo Group, Inc.	First Lien - Term Loan	4/28/2028		9.97	%	S + 4.85%		5.12	%		431		303		151		0.3	%
Precisely Software Incorporated	First Lien - Term Loan	4/24/2028		9.51	%	S + 4.26%		5.25	%		969		968		946		1.7	%
Proofpoint, Inc.	First Lien - Term Loan	8/31/2028		7.85	%	S + 3.00%		4.85	%		125		125		125		0.2	%
Quest Software US Holdings Inc.	First Lien - Term Loan	2/1/2029		9.65	%	S + 4.40%		5.25	%		1,470		1,460		996		1.8	%
Rocket Software, Inc.	First Lien - Term Loan	11/28/2028		9.60	%	S + 4.75%		4.85	%		743		734		745		1.3	%
SS&C Technologies Holdings, Inc. (4)	First Lien - Term Loan	5/9/2031		6.85	%	S + 2.00%		4.85	%		689		689		690		1.3	%
Ultra Clean Holdings, Inc. (4)	First Lien - Term Loan	2/28/2028		8.75	%	S + 3.50%		5.25	%		180		179		181		0.3	%
VeriFone Systems, Inc.	First Lien - Term Loan	8/20/2025		9.33	%	S + 4.26%		5.07	%		1,359		1,355		1,251		2.3	%
Xerox Corporation (4)	First Lien - Term Loan	11/17/2029		8.60	%	S + 4.00%		4.60	%		406		395		405		0.7	%
Total High Tech Industries													7,730		7,023		12.7	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Hotel, Gaming & Leisure
Alterra Mountain Company	First Lien - Term Loan	5/31/2030		8.35	%	S + 3.50%		4.85	%		499		499		501		0.9	%
Arcis Golf LLC	First Lien - Term Loan	11/24/2028		8.71	%	S + 3.86%		4.85	%		978		971		984		1.8	%
Fertitta Entertainment, LLC	First Lien - Term Loan	1/27/2029		8.85	%	S + 3.75%		5.10	%		975		974		973		1.8	%
Herschend Entertainment Company, LLC	First Lien - Term Loan	8/27/2028		7.85	%	S + 3.00%		4.85	%		195		194		196		0.3	%
Hilton Domestic Operating Company Inc.	First Lien - Term Loan	11/8/2030		6.60	%	S + 1.75%		4.85	%		750		748		751		1.4	%
Kingpin Intermediate Holdings LLC (4)	First Lien - Term Loan	2/8/2028		8.35	%	S + 3.50%		4.85	%		297		295		297		0.5	%
PCI Gaming Authority	First Lien - Term Loan	7/18/2031		6.85	%	S + 2.00%		4.85	%		936		935		931		1.7	%
Sabre GLBL Inc.	First Lien - Term Loan	12/17/2027		8.46	%	S + 3.61%		4.85	%		426		425		399		0.7	%
Sabre GLBL Inc.	First Lien - Term Loan	12/17/2027		8.46	%	S + 3.61%		4.85	%		271		271		254		0.5	%
Seaworld Parks & Entertainment, Inc. (4)	First Lien - Term Loan	8/25/2028		7.35	%	S + 2.50%		4.85	%		746		746		746		1.3	%
Station Casinos LLC	First Lien - Term Loan	3/14/2031		7.10	%	S + 2.25%		4.85	%		219		218		218		0.4	%
TouchTunes Music Group, LLC	First Lien - Term Loan	4/2/2029		9.35	%	S + 4.75%		4.60	%		314		311		314		0.6	%
Total Hotel, Gaming & Leisure													6,587		6,564		11.9	%

Media: Advertising, Printing & Publishing
Oceankey (U.S.) II Corp.	First Lien - Term Loan	12/15/2028		8.45	%	S + 3.60%		4.85	%		975		969		976		1.8	%
Total Media: Advertising, Printing & Publishing													969		976		1.8	%

Media: Broadcasting & Subscription
Charter Communications Operating, LLC	First Lien - Term Loan	12/7/2030		7.33	%	S + 2.00%		5.33	%		993		988		985		1.8	%
LCPR Loan Financing LLC	First Lien - Term Loan	10/16/2028		8.96	%	S + 3.86%		5.10	%		500		500		462		0.8	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Sinclair Television Group, Inc.	First Lien - Term Loan	4/21/2029		8.70	%	S + 3.85%		4.85	%		733		717		540		1.0	%
Univision Communications Inc.	First Lien - Term Loan	1/31/2029		8.46	%	S + 3.61%		4.85	%		748		741		733		1.3	%
Total Media: Broadcasting & Subscription													2,946		2,720		4.9	%

Retail
Apro, LLC	First Lien - Term Loan	7/9/2031		8.87	%	S + 3.75%		5.12	%		650		648		653		1.2	%
Burlington Coat Factory Warehouse Corporation (4)	First Lien - Term Loan	9/24/2031		6.60	%	S + 1.75%		4.85	%		725		721		720		1.3	%
Great Outdoors Group, LLC	First Lien - Term Loan	3/6/2028		8.71	%	S + 3.86%		4.85	%		963		960		964		1.7	%
Upbound Group, Inc.	First Lien - Term Loan	2/17/2028		8.00	%	S + 2.75%		5.25	%		543		543		542		1.0	%
Total Retail													2,872		2,879		5.2	%

Services: Business
Ahead DB Holdings, LLC	First Lien - Term Loan	2/1/2031		8.10	%	S + 3.50%		4.60	%		968		965		970		1.8	%
Aragorn Parent Corporation	First Lien - Term Loan	12/15/2028		9.17	%	S + 4.25%		4.92	%		419		415		421		0.8	%
Artera Services, LLC	First Lien - Term Loan	2/15/2031		9.10	%	S + 4.50%		4.60	%		525		522		513		0.9	%
Boost Newco Borrower, LLC	First Lien - Term Loan	1/31/2031		7.10	%	S + 2.50%		4.60	%		750		746		751		1.4	%
Brand Industrial Services, Inc.	First Lien - Term Loan	8/1/2030		9.75	%	S + 4.50%		5.25	%		506		506		493		0.9	%
Camelot U.S. Acquisition LLC	First Lien - Term Loan	1/31/2031		7.60	%	S + 2.75%		4.85	%		314		314		314		0.6	%
Citco Funding LLC	First Lien - Term Loan	4/27/2028		7.31	%	S + 2.75%		4.56	%		743		740		747		1.4	%
Congruex Group LLC	First Lien - Term Loan	5/3/2029		11.15	%	S + 5.90%		5.25	%		978		960		767		1.4	%
DTI Holdco, Inc.	First Lien - Term Loan	4/26/2029		9.60	%	S + 4.75%		4.85	%		1,108		1,092		1,114		2.0	%
First Advantage Holdings, LLC (4)	First Lien - Term Loan	9/19/2031		8.10	%	S + 3.25%		4.85	%		725		721		723		1.3	%
Flame NewCo, LLC	First Lien - Term Loan	6/30/2028		10.95	%	S + 6.10%		4.85	%		382		382		366		0.7	%
GTCR Everest Borrower, LLC	First Lien - Term Loan	9/5/2031		7.60	%	S + 3.00%		4.60	%		500		498		495		0.9	%
Instructure Holdings, Inc. (4)	First Lien - Term Loan	10/30/2028		8.07	%	S + 3.01%		5.06	%		248		246		249		0.4	%
Iron Mountain Information Management, LLC	First Lien - Term Loan	1/31/2031		6.85	%	S + 2.00%		4.85	%		419		416		417		0.7	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets ⁽³⁾
Maximus, Inc. (4)	First Lien - Term Loan	5/30/2031		6.60	%	S + 2.00%		4.60	%		440		439		442		0.8	%
Mermaid Bidco Inc. (Datasite)	First Lien - Term Loan	7/3/2031		8.49	%	S + 3.25%		5.24	%		500		499		500		0.9	%
Nexus Buyer LLC	First Lien - Term Loan	7/31/2031		8.85	%	S + 4.00%		4.85	%		1,500		1,493		1,490		2.7	%
Nielsen Consumer Inc.	First Lien - Term Loan	3/6/2028		8.71	%	S + 3.86%		4.85	%		483		481		478		0.9	%
Phoenix Services International LLC	Equity	—		—		—		—			31		311		130		0.2	%
Pitney Bowes Inc. (4)	First Lien - Term Loan	3/17/2028		8.96	%	S + 4.11%		4.85	%		965		960		968		1.7	%
Sitel Group	First Lien - Term Loan	8/28/2028		8.71	%	S + 3.86%		4.85	%		956		955		635		1.1	%
Skopima Consilio Parent LLC	First Lien - Term Loan	5/12/2028		9.36	%	S + 4.11%		5.25	%		970		967		970		1.8	%
Trans Union LLC (4)	First Lien - Term Loan	6/24/2031		6.60	%	S + 1.75%		4.85	%		844		842		843		1.5	%
TRC Companies LLC	First Lien - Term Loan	12/8/2028		8.71	%	S + 3.86%		4.85	%		855		851		856		1.6	%
UST Global Inc	First Lien - Term Loan	11/20/2028		8.73	%	S + 3.61%		5.12	%		973		970		977		1.8	%
Vestis Corporation (4)	First Lien - Term Loan	2/22/2031		7.37	%	S + 2.25%		5.12	%		507		505		505		0.9	%
Total Services: Business													17,796		17,134		31.1	%

Services: Consumer
Hoya Midco, LLC (4)	First Lien - Term Loan	2/3/2029		7.85	%	S + 3.00%		4.85	%		147		147		148		0.3	%
Prime Security Services Borrower, LLC	First Lien - Term Loan	10/13/2030		7.45	%	S + 2.25%		5.20	%		672		668		672		1.2	%
WW International, Inc. (4)	First Lien - Term Loan	4/13/2028		8.46	%	S + 3.61%		4.85	%		695		694		192		0.3	%
Total Services: Consumer													1,509		1,012		1.8	%

Telecommunications
Aventiv Technologies, LLC	First Lien - Term Loan	7/31/2025		12.37	%	S + 7.50%		4.87	%		320		320		326		0.6	%
Ciena Corporation (4)	First Lien - Term Loan	10/24/2030		6.96	%	S + 2.00%		4.96	%		988		985		991		1.8	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets ⁽³⁾
Guardian US Holdco LLC	First Lien - Term Loan	1/31/2030		8.10	%	S + 3.50%		4.60	%		658		653		655		1.2	%
Iridium Communications Inc. (4)	First Lien - Term Loan	9/20/2030		7.10	%	S + 2.25%		4.85	%		124		124		122		0.2	%
Mavenir Systems, Inc.	First Lien - Term Loan	8/18/2028		10.07	%	S + 5.01%		5.06	%		1,287		1,279		869		1.6	%
PVKG Intermediate Holdings Inc.	First Lien - Term Loan	6/4/2030		10.77	%	S + 5.75%		5.02	%		260		260		260		0.5	%
PVKG Intermediate Holdings Inc.	Equity	—		—		—		—			13		290		144		0.2	%
SBA Senior Finance II LLC	First Lien - Term Loan	1/25/2031		6.85	%	S + 2.00%		4.85	%		616		615		617		1.1	%
Syniverse Holdings, LLC	First Lien - Term Loan	5/13/2027		11.60	%	S + 7.00%		4.60	%		980		957		970		1.7	%
Zayo Group Holdings, Inc.	First Lien - Term Loan	3/9/2027		7.96	%	S + 3.00%		4.96	%		1,000		998		916		1.6	%
Total Telecommunications													6,481		5,870		10.5	%

Transportation: Cargo
Carriage Purchaser, Inc.	First Lien - Term Loan	10/2/2028		9.21	%	S + 4.36%		4.85	%		970		968		975		1.8	%
Echo Global Logistics, Inc.	First Lien - Term Loan	11/23/2028		8.70	%	S + 3.85%		4.85	%		975		974		966		1.8	%
Kenan Advantage Group, Inc., The	First Lien - Term Loan	1/25/2029		8.10	%	S + 3.25%		4.85	%		630		627		629		1.1	%
Total Transportation: Cargo													2,569		2,570		4.7	%

Transportation: Consumer
Avolon TLB Borrower 1 (US) LLC	First Lien - Term Loan	6/21/2030		6.96	%	S + 2.00%		4.96	%		1,178		1,175		1,182		2.1	%
United AirLines, Inc. (4)	First Lien - Term Loan	2/22/2031		8.03	%	S + 2.75%		5.28	%		367		366		368		0.7	%
Total Transportation: Consumer													1,541		1,550		2.8	%

Utilities: Electric
Calpine Construction Finance Company, L.P.	First Lien - Term Loan	7/31/2030		6.85	%	S + 2.00%		4.85	%		900		896		895		1.6	%
Calpine Corporation	First Lien - Term Loan	1/31/2031		6.85	%	S + 2.00%		4.85	%		643		640		641		1.2	%
Total Utilities: Electric													1,536		1,536		2.8	%

Total Investments made in the United States													119,318		115,799		210.0	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Investments made in Canada
Beverage, Food & Tobacco
1011778 B.C. Unlimited Liability Company (4)	First Lien - Term Loan	9/20/2030		6.60	%	S + 1.75%		4.85	%		995		991		987		1.8	%
Total Beverage, Food & Tobacco													991		987		1.8	%

Transportation: Consumer
Air Canada (4)	First Lien - Term Loan	3/21/2031		7.25	%	S + 2.50%		4.75	%		746		744		749		1.3	%
Total Transportation: Consumer													744		749		1.3	%

Services: Business
Nuvei Technologies Corp. (4)	First Lien - Term Loan	12/19/2030		7.96	%	S + 3.10%		4.86	%		1,042		1,035		1,045		1.9	%
Total Services: Business													1,035		1,045		1.9	%

Total Investments made in Canada													2,770		2,781		5.0	%

Investments made in France
Healthcare & Pharmaceuticals
Curium BidCo S.a r.l. (4)	First Lien - Term Loan	7/31/2029		8.60	%	S + 4.00%		4.60	%		247		245		248		0.4	%
Total Healthcare & Pharmaceuticals													245		248		0.4	%

Total Investments made in France													245		248		0.4	%

Investments made in Germany
Construction & Building
Minimax Viking GmbH (4)	First Lien - Term Loan	7/31/2028		7.71	%	S + 2.86%		4.85	%		495		494		497		0.9	%
Total Construction & Building													494		497		0.9	%

Investments made in Germany													494		497		0.9	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets ⁽³⁾
Investments made in Ireland
Aerospace & Defense
Setanta Aircraft Leasing Designated Activity Company (4)	First Lien - Term Loan	11/5/2028		6.35	%	S + 1.75%		4.60	%		250		249		252		0.5	%
Total Aerospace & Defense													249		252		0.5	%

Hotel, Gaming & Leisure
Flutter Entertainment plc (4)	First Lien - Term Loan	11/30/2030		6.60	%	S + 2.00%		4.60	%		952		949		954		1.7	%
Total Hotel, Gaming & Leisure													949		954		1.7	%

Services: Consumer
Cimpress plc (4)	First Lien - Term Loan	5/17/2028		7.85	%	S + 3.00%		4.85	%		968		962		970		1.8	%
Total Services: Consumer													962		970		1.8	%

Transportation: Consumer
Delos Aircraft Designated Activity Company	First Lien - Term Loan	10/31/2027		6.35	%	S + 1.75%		4.60	%		500		500		504		0.9	%
Total Transportation: Consumer													500		504		0.9	%

Total Investments made in Ireland													2,660		2,680		4.9	%

Investments made in Luxembourg
Containers, Packaging & Glass
Mar Bidco S.a r.l. (4)	First Lien - Term Loan	7/7/2028		9.29	%	S + 4.46%		4.83	%		13		13		13		0.0	%
Total Containers, Packaging & Glass													13		13		0.0	%

Telecommunications
Venga Finance S.a r.l. (4)	First Lien - Term Loan	6/28/2029		9.57	%	S + 4.51%		5.06	%		980		958		984		1.8	%
Total Telecommunications													958		984		1.8	%

Total Investments made in Luxembourg													971		997		1.8	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets ⁽³⁾
Investments made in the Netherlands
Chemicals, Plastics, & Rubber
Nouryon Finance B.V. (4)	First Lien - Term Loan	4/3/2028		8.63	%	S + 3.50%		5.13	%		862		852		864		1.6	%
Total Chemicals, Plastics, & Rubber													852		864		1.6	%

Metals & Mining
AMG Advanced Metallurgical Group N.V. (4)	First Lien - Term Loan	11/30/2028		8.46	%	S + 3.61%		4.85	%		899		895		899		1.6	%
Total Retail													895		899		1.6	%

Retail
Peer Holding III B.V. (4)	First Lien - Term Loan	10/28/2030		7.85	%	S + 3.25%		4.60	%		525		522		528		1.0	%
Total Retail													522		528		1.0	%

Total Investments made in the Netherlands													2,269		2,291		4.2	%

Investments made in Puerto Rico
Services: Business
Evertec Group, LLC	First Lien - Term Loan	10/30/2030		8.10	%	S + 3.25%		4.85	%		475		469		477		0.9	%
Total Services: Business													469		477		0.9	%

Total Investments made in Puerto Rico													469		477		0.9	%

Steele Creek Capital Corporation

Consolidated Schedule of Investments

September 30, 2024

(unaudited)

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets ⁽³⁾
Investments made in the United Kingdom Chemicals, Plastics, & Rubber
Ineos Quattro Holdings UK Limited (4)	First Lien - Term Loan	4/2/2029		9.20	%	S + 4.35%		4.85	%		498		488		498		0.9	%
Ineos Quattro Holdings UK Limited (4)	First Lien - Term Loan	3/14/2030		8.70	%	S + 3.85%		4.85	%		118		117		118		0.2	%
Total Chemicals, Plastics, & Rubber													605		616		1.1	%

Total Investments made in the United Kingdom													605		616		1.1	%

Total Non-controlled/Non-Affiliated Investments												$	129,801	$	126,386		229.2	%

(1)

All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940 (the “1940 Act”). The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s voting securities and “controlled” when the Company owns more than 25% of the portfolio company’s voting securities. The provisions of the 1940 Act also classify investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when the Company owns less than 5% of a portfolio company’s voting securities and “affiliated” when the Company owns 5% or more of a portfolio company’s voting securities.

(2)

All of the investments bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR” or “S”). This index resets monthly or quarterly. For each such investment, the Fund has provided the spread over SOFR and the current contractual interest rate in effect at September 30, 2024. As of September 30, 2024, rates for 1M S, 3M S, 6M S, and 12M S are 4.85%, 4.59%, 4.25%, and 3.78% respectively.

(3)	Percentages are based on net assets of $55,154 as of September 30, 2024.

(4)	Investment is a non-qualifying asset for RIC reporting purposes, non-qualifying assets represent 18.8% of total assets.

The accompanying notes are an integral part of these consolidated financial statements

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2023

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Non-controlled/Non-Affiliated Investments - 224.0% of Shareholder’s Equity ⁽⁴⁾
Investments made in the United States
Aerospace & Defense
Amentum Government Services Holdings LLC	First Lien - Term Loan	2/15/2029		9.36	%	S + 4.00%		5.36	%		853	$	850	$	855		1.4	%
Barnes Group Inc. (5)	First Lien - Term Loan	9/3/2030		8.46	%	S + 3.10%		5.36	%		998		997		1,002		1.6	%
HDT Holdco, Inc.	First Lien - Term Loan	7/8/2027		11.36	%	S + 6.01%		5.35	%		505		495		245		0.4	%
LSF11 Trinity Bidco, Inc.	First Lien - Term Loan	6/14/2030		9.36	%	S + 4.00%		5.36	%		490		483		494		0.8	%
MAG DS Corp.	First Lien - Term Loan	4/1/2027		10.95	%	S + 5.60%		5.35	%		916		888		880		1.4	%
Peraton Corp.	First Lien - Term Loan	2/1/2028		9.21	%	S + 3.85%		5.36	%		952		949		955		1.5	%
TransDigm Inc. (5)	First Lien - Term Loan	2/14/2031		8.60	%	S + 3.25%		5.35	%		750		748		754		1.2	%
Vertex Aerospace Services Corp.	First Lien - Term Loan	12/6/2028		8.71	%	S + 3.35%		5.36	%		983		979		985		1.6	%
Total Aerospace & Defense													6,389		6,170		9.9	%

Automotive
Autokiniton US Holdings, Inc.	First Lien - Term Loan	4/6/2028		9.97	%	S + 4.61%		5.36	%		968		962		972		1.6	%
First Brands Group, LLC	First Lien - Term Loan	3/30/2027		10.88	%	S + 5.43%		5.45	%		248		239		246		0.4	%
First Brands Group, LLC	First Lien - Term Loan	3/30/2027		10.88	%	S + 5.43%		5.45	%		977		977		971		1.6	%
Holley Inc. (5)	First Lien - Term Loan	11/17/2028		9.22	%	S + 3.75%		5.47	%		904		905		874		1.4	%
Phinia Inc. (5)	First Lien - Term Loan	7/3/2028		9.46	%	S + 4.10%		5.36	%		499		480		502		0.8	%
Thor Industries, Inc. (5)	First Lien - Term Loan	11/15/2030		8.11	%	S + 2.75%		5.36	%		750		746		753		1.2	%
Total Automotive													4,309		4,318		7.0	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2023

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Banking, Finance, Insurance & Real Estate
AmWINS Group, Inc.	First Lien - Term Loan	2/19/2028	8.22%			S + 2.86%	5.36		%	495		491		497		0.8		%
AssuredPartners, Inc.	First Lien - Term Loan	2/12/2027	8.86%			S + 3.50%	5.36		%	983		981		986		1.6		%
Baldwin Risk Partners, LLC	First Lien - Term Loan	10/14/2027		8.97	%	S + 3.61%		5.36	%		746		741		747		1.2	%
Citadel Securities LP	First Lien - Term Loan	7/29/2030		7.97	%	S + 2.61%		5.36	%		1,448		1,437		1,453		2.3	%
Cushman & Wakefield U.S. Borrower, LLC (5)	First Lien - Term Loan	1/31/2030		8.71	%	S + 3.35%		5.36	%		498		489		495		0.8	%
DRW Holdings, LLC	First Lien - Term Loan	3/1/2028		9.22	%	S + 3.86%		5.36	%		531		530		531		0.9	%
FinCo I LLC	First Lien - Term Loan	6/27/2029		8.38	%	S + 3.00%		5.38	%		746		743		750		1.2	%
Greystar Real Estate Partners, LLC (5)	First Lien - Term Loan	8/21/2030		9.12	%	S + 3.75%		5.37	%		527		519		528		0.9	%
Guggenheim Partners Investment Management Holdings, LLC	First Lien - Term Loan	12/12/2029		8.60	%	S + 3.25%		5.35	%		113		111		113		0.2	%
Jane Street Group, LLC	First Lien - Term Loan	1/26/2028		8.22	%	S + 2.86%		5.36	%		975		968		980		1.6	%
Lakeview Loan Servicing, LLC (4) (5)	First Lien - Term Loan	12/21/2028		8.74	%	S + 3.36%		5.38	%		1,000		995		995		1.6	%
LendingTree, Inc. (5)	First Lien - Term Loan	9/15/2028		9.21	%	S + 3.86%		5.35	%		1,481		1,481		1,378		2.2	%
ONBE, Inc.	First Lien - Term Loan	12/10/2027		11.97	%	S + 6.61%		5.36	%		805		784		808		1.3	%
OFSBS 2022-11A (5)	Collateralized Loan Obligation	10/18/2035		8.89	%	S + 3.50%		5.39	%		1,000		1,000		1,006		1.6	%
OFSI BSL CLO XII, Ltd.	Collateralized Loan Obligation	1/20/2035		14.27	%	S + 8.85%		5.42	%		1,000		983		997		1.6	%
Osaic Holdings, Inc. (5)	First Lien - Term Loan	8/17/2028		9.86	%	S + 4.50%		5.36	%		468		464		470		0.8	%
Paysafe Group Holdings II Limited	First Lien - Term Loan	6/28/2028		8.22	%	S + 2.86%		5.36	%		979		954		978		1.6	%
Resolute Investment Managers, Inc. (4)	First Lien - Term Loan	4/30/2027		12.11	%	S + 6.76%		5.35	%		454		454		454		0.7	%
Resolute Investment Managers, Inc. (4)	Equity	—		—		—		—			6		—		—		0.0	%
Russell Investments US Institutional Holdco, Inc.	First Lien - Term Loan	5/30/2025		8.96	%	S + 3.60%		5.36	%		1,558		1,549		1,463		2.4	%
Ryan Specialty Group, LLC	First Lien - Term Loan	9/1/2027		8.46	%	S + 3.10%		5.36	%		486		487		487		0.8	%
Sound Point CLO Ltd	Collateralized Loan Obligation	7/26/2036		14.23	%	S + 8.81%		5.42	%		500		468		502		0.8	%
Total Banking, Finance, Insurance & Real Estate													16,629		16,618		26.9	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2023

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Beverage, Food & Tobacco
Flynn Restaurant Group LP	First Lien - Term Loan	12/1/2028	9.72		%	S + 4.36%	5.36		%	748		743		753		1.2		%
Total Beverage, Food & Tobacco												743		753		1.2		%

Capital Equipment
Chart Industries, Inc.	First Lien - Term Loan	3/15/2030		8.69	%	S + 3.35%		5.34	%		913		909		917		1.5	%
DS Parent, Inc.	First Lien - Term Loan	12/10/2028		11.21	%	S + 5.75%		5.46	%		900		879		902		1.5	%
Novae LLC	First Lien - Term Loan	12/22/2028		10.52	%	S + 5.00%		5.52	%		585		563		576		0.9	%
Watlow Electric Manufacturing Company	First Lien - Term Loan	3/2/2028		9.40	%	S + 4.01%		5.39	%		825		820		827		1.3	%
Total Capital Equipment													3,171		3,222		5.2	%

Chemicals, Plastics, & Rubber
Albaugh, LLC	First Lien - Term Loan	4/6/2029		9.13	%	S + 3.75%		5.38	%		1,198		1,189		1,162		1.9	%
Bakelite US Holdco, Inc.	First Lien - Term Loan	5/29/2029		9.50	%	S + 4.15%		5.35	%		985		982		984		1.6	%
DCG Acquisition Corp.	First Lien - Term Loan	9/30/2026		9.96	%	S + 4.60%		5.36	%		258		258		257		0.4	%
Element Solutions Inc (Macdermid, Incorporated) (5)	First Lien - Term Loan	12/18/2030		7.36	%	S + 2.00%		5.36	%		1,000		998		1,004		1.6	%
H.B. Fuller Company (5)	First Lien - Term Loan	2/15/2030		7.61	%	S + 2.25%		5.36	%		118		118		119		0.2	%
Sparta U.S. Holdco LLC	First Lien - Term Loan	8/2/2028		8.71	%	S + 3.36%		5.34	%		490		488		490		0.8	%
Tronox Finance LLC	First Lien - Term Loan	8/16/2028		8.85	%	S + 3.50%		5.35	%		1,000		991		1,001		1.6	%
Total Chemicals, Plastics, & Rubber													5,024		5,017		8.1	%

Construction & Building
84 Lumber Company	First Lien - Term Loan	11/29/2030		8.21	%	S + 2.85%		5.36	%		350		348		351		0.6	%
APi Group DE, Inc. (5)	First Lien - Term Loan	1/3/2029		7.97	%	S + 2.61%		5.36	%		645		645		646		1.0	%
Columbus McKinnon Corporation	First Lien - Term Loan	5/14/2028		8.39	%	S + 3.01%		5.38	%		694		689		697		1.1	%
Crown Subsea Communications Holding, Inc.	First Lien - Term Loan	4/27/2027		10.71	%	S + 5.36%		5.34	%		488		479		491		0.8	%
Janus International Group, LLC	First Lien - Term Loan	8/3/2030		8.76	%	S + 3.35%		5.41	%		631		625		634		1.0	%
Smyrna Ready Mix Concrete, LLC	First Lien - Term Loan	4/2/2029		8.86	%	S + 3.50%		5.36	%		640		624		642		1.0	%
Summit Materials, LLC	First Lien - Term Loan	1/12/2029		7.85	%	S + 2.50%		5.35	%		105		105		105		0.2	%
TAMKO Building Products LLC	First Lien - Term Loan	9/20/2030		8.87	%	S + 3.50%		5.37	%		998		993		1,004		1.6	%
Total Construction & Building													4,508		4,570		7.3	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2023

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Consumer Goods: Durable
Hercules Achievement, Inc. (Varsity Brands Holding Co., Inc.)	First Lien - Term Loan	12/15/2026	10.47		%	S + 5.11%	5.36		%	990		982		986		1.6		%
Hunter Douglas Holding B.V.	First Lien - Term Loan	2/26/2029	8.88		%	S + 3.50%	5.38		%	985		981		983		1.6		%
LHS Borrower, LLC	First Lien - Term Loan	2/16/2029		10.21	%	S + 4.85%		5.36	%		654		648		593		1.0	%
Mannington Mills, Inc.	First Lien - Term Loan	8/6/2026		9.36	%	S + 4.01%		5.35	%		385		385		356		0.6	%
Pelican Products, Inc.	First Lien - Term Loan	12/29/2028		9.75	%	S + 4.40%		5.35	%		980		978		913		1.5	%
Recess Holdings, Inc.	First Lien - Term Loan	3/29/2027		9.39	%	S + 4.00%		5.39	%		631		626		637		1.0	%
Total Consumer Goods: Durable													4,600		4,468		7.3	%

Consumer Goods: Non-Durable
Conair Holdings LLC	First Lien - Term Loan	5/17/2028		9.22	%	S + 3.86%		5.36	%		1,126		1,122		1,107		1.8	%
Total Consumer Goods: Non-Durable													1,122		1,107		1.8	%

Containers, Packaging & Glass
Canister International Group Inc.	First Lien - Term Loan	12/21/2026		10.21	%	S + 4.85%		5.36	%		484		482		486		0.8	%
Pactiv Evergreen Inc. (5)	First Lien - Term Loan	9/24/2028		8.72	%	S + 3.36%		5.36	%		977		955		981		1.6	%
Plaze, Inc.	First Lien - Term Loan	8/3/2026		9.22	%	S + 3.86%		5.36	%		654		648		637		1.0	%
Sabert Corporation	First Lien - Term Loan	12/10/2026		9.22	%	S + 3.86%		5.35	%		803		801		809		1.3	%
Total Containers, Packaging & Glass													2,886		2,913		4.7	%

Energy: Electricity
Astoria Energy LLC	First Lien - Term Loan	12/10/2027		8.97	%	S + 3.61%		5.36	%		920		917		923		1.5	%
Hamilton Projects Acquiror, LLC	First Lien - Term Loan	6/17/2027		9.97	%	S + 4.61%		5.36	%		771		755		775		1.3	%
Invenergy Thermal Operating I LLC	First Lien - Term Loan	8/14/2029		9.92	%	S + 4.61%		5.31	%		864		848		868		1.4	%
Invenergy Thermal Operating I LLC	First Lien - Term Loan	8/14/2029		9.92	%	S + 4.61%		5.31	%		71		70		72		0.1	%
Vistra Operations Company LLC	First Lien - Term Loan	12/20/2030		7.36	%	S + 2.00%		5.36	%		845		837		846		1.4	%
Total Energy: Electricity													3,427		3,484		5.7	%

Energy: Oil & Gas
AL NGPL Holdings, LLC	First Lien - Term Loan	4/13/2028		8.85	%	S + 3.50%		5.35	%		657		660		658		1.1	%
BCP Renaissance Parent L.L.C.	First Lien - Term Loan	10/31/2028		8.87	%	S + 3.50%		5.37	%		186		186		187		0.3	%
CQP Holdco LP	First Lien - Term Loan	12/31/2030		8.35	%	S + 3.00%		5.35	%		727		726		730		1.2	%
GIP Pilot Acquisition Partners, L.P.	First Lien - Term Loan	10/4/2030		8.39	%	S + 3.00%		5.39	%		211		211		211		0.3	%
ITT Holdings LLC	First Lien - Term Loan	10/5/2030		8.71	%	S + 3.35%		5.36	%		998		978		1,002		1.6	%
Prairie ECI Acquiror LP	First Lien - Term Loan	3/11/2026		10.21	%	S + 4.85%		5.36	%		499		493		500		0.8	%
Traverse Midstream Partners LLC	First Lien - Term Loan	2/16/2028		9.24	%	S + 3.85%		5.39	%		412		410		414		0.7	%
Total Energy: Oil & Gas													3,664		3,702		6.0	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2023

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Environmental Industries
JFL-Tiger Acquisition Co., Inc.	First Lien - Term Loan	10/17/2030	10.40		%	S + 5.00%	5.40		%	316		308		317		0.5		%
Total Environmental Industries												308		317		0.5		%

Forest Products & Paper
Mativ Holdings, Inc. (5)	First Lien - Term Loan	4/20/2028		9.22	%	S + 3.86%		5.36	%		433		430		431		0.7	%
Total Forest Products & Paper													430		431		0.7	%

Healthcare & Pharmaceuticals
Amneal Pharmaceuticals LLC (5)	First Lien - Term Loan	5/4/2028		10.86	%	S + 5.50%		5.36	%		989		937		976		1.6	%
ANI Pharmaceuticals, Inc. (5)	First Lien - Term Loan	11/19/2027		11.47	%	S + 6.11%		5.36	%		980		971		984		1.6	%
Athletico Management, LLC	First Lien - Term Loan	2/15/2029		9.75	%	S + 4.40%		5.35	%		246		240		208		0.3	%
Aveanna Healthcare LLC (5)	First Lien - Term Loan	7/17/2028		9.24	%	S + 3.85%		5.39	%		424		424		396		0.6	%
Bayou Intermediate II, LLC	First Lien - Term Loan	8/2/2028		10.15	%	S + 4.50%		5.65	%		710		708		679		1.1	%
Carestream Dental Technology Parent Limited	First Lien - Term Loan	9/1/2024		9.95	%	S + 4.60%		5.35	%		888		883		741		1.2	%
Charlotte Buyer, Inc.	First Lien - Term Loan	2/11/2028		10.61	%	S + 5.25%		5.36	%		499		489		501		0.8	%
Confluent Health, LLC	First Lien - Term Loan	11/30/2028		9.47	%	S + 4.11%		5.36	%		943		941		927		1.5	%
FC Compassus, LLC	First Lien - Term Loan	12/31/2026		9.89	%	S + 4.51%		5.38	%		1,215		1,214		1,197		1.9	%
Global Medical Response, Inc.	First Lien - Term Loan	10/2/2025		9.93	%	S + 4.51%		5.42	%		485		481		382		0.6	%
Golden State Buyer, Inc.	First Lien - Term Loan	6/21/2026		10.19	%	S + 4.85%		5.34	%		941		936		906		1.5	%
HAH Group Holding Company LLC	First Lien - Term Loan	10/29/2027		10.46	%	S + 5.00%		5.46	%		996		983		990		1.6	%
HAH Group Holding Company LLC	First Lien - Delayed Draw Loan	10/29/2027		10.46	%	S + 5.00%		5.46	%		126		124		125		0.2	%
Ingenovis Health, Inc.	First Lien - Term Loan	3/6/2028		9.22	%	S + 3.86%		5.36	%		973		969		947		1.5	%
Iqvia Inc.	First Lien - Term Loan	1/2/2031		7.35	%	S + 2.00%		5.35	%		250		250		251		0.4	%
Onex TSG Intermediate Corp.	First Lien - Term Loan	2/28/2028		10.39	%	S + 5.01%		5.38	%		975		963		965		1.6	%
Pacific Dental Services, LLC	First Lien - Term Loan	5/5/2028		8.97	%	S + 3.61%		5.36	%		210		210		210		0.3	%
PDS Holdco, Inc.	First Lien - Term Loan	8/18/2028		10.15	%	S + 4.76%		5.39	%		1,334		1,329		843		1.4	%
PDS Holdco, Inc.	First Lien - Delayed Draw Loan	8/18/2028		10.15	%	S + 4.76%		5.39	%		136		136		86		0.1	%
R1 RCM Inc. (5)	First Lien - Term Loan	6/21/2029		8.33	%	S + 3.00%		5.33	%		500		494		501		0.8	%
Select Medical Corporation (5)	First Lien - Term Loan	3/6/2027		8.36	%	S + 3.00%		5.36	%		104		104		105		0.2	%
Sotera Health Holdings, LLC (5)	First Lien - Term Loan	12/11/2026		9.11	%	S + 3.75%		5.36	%		219		214		219		0.4	%
TTF Holdings, LLC	First Lien - Term Loan	3/31/2028		9.47	%	S + 4.11%		5.36	%		635		631		635		1.0	%
U.S. Anesthesia Partners, Inc.	First Lien - Term Loan	10/1/2028		9.71	%	S + 4.36%		5.34	%		1,089		1,085		998		1.6	%
US Radiology Specialists, Inc. (US Outpatient Imaging Services, Inc.)	First Lien - Term Loan	12/15/2027		10.75	%	S + 5.40%		5.35	%		980		975		976		1.6	%
Total Healthcare & Pharmaceuticals													16,691		15,748		25.4	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2023

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
High Tech Industries
Boxer Parent Company Inc.	First Lien - Term Loan	12/29/2028	9.61		%	S + 4.25%	5.36		%	369		365		372		0.6		%
Casa Systems, Inc.	First Lien - Term Loan	12/20/2027	12.26		%	S + 6.93%	5.33		%	1,231		1,231		880		1.4		%
Casa Systems, Inc. (4)	Equity	—		—		—		—			65		—		24		0.0	%
Casa Systems, Inc. (4)	Warrants	—		—		—		—			33		—		—		0.0	%
Casa Systems, Inc. (4)	Warrants	—		—		—		—			33		—		—		0.0	%
CE Intermediate I, LLC	First Lien - Term Loan	11/10/2028		9.02	%	S + 3.65%		5.37	%		983		975		975		1.6	%
GoTo Group, Inc.	First Lien - Term Loan	8/31/2027		10.28	%	S + 4.90%		5.38	%		970		957		646		1.0	%
Ingram Micro Inc.	First Lien - Term Loan	6/30/2028		8.61	%	S + 3.26%		5.35	%		730		725		733		1.2	%
Monotype Imaging Holdings Inc.	First Lien - Term Loan	10/9/2026		10.45	%	S + 5.00%		5.45	%		716		714		720		1.2	%
Precisely Software Incorporated	First Lien - Term Loan	4/24/2028		9.64	%	S + 4.26%		5.38	%		976		975		970		1.6	%
Quest Software US Holdings Inc.	First Lien - Term Loan	2/1/2029		9.78	%	S + 4.40%		5.38	%		1,481		1,470		1,141		1.8	%
Revspring, Inc. (fka Dantom Systems, Inc.)	First Lien - Term Loan	10/11/2025		9.61	%	S + 4.26%		5.35	%		736		732		733		1.2	%
Rocket Software, Inc.	First Lien - Term Loan	11/28/2028		10.11	%	S + 4.75%		5.36	%		749		738		737		1.2	%
VeriFone Systems, Inc.	First Lien - Term Loan	8/20/2025		9.64	%	S + 4.00%		5.64	%		1,370		1,362		1,330		2.2	%
Xerox Corporation (5)	First Lien - Term Loan	11/17/2029		9.36	%	S + 4.00%		5.36	%		422		410		423		0.7	%
Total High Tech Industries													10,654		9,684		15.7	%

Hotel, Gaming & Leisure
Arcis Golf LLC	First Lien - Term Loan	11/24/2028		9.22	%	S + 3.86%		5.36	%		985		978		990		1.6	%
ClubCorp Holdings, Inc.	First Lien - Term Loan	9/18/2026		10.61	%	S + 5.26%		5.35	%		481		475		465		0.8	%
Fertitta Entertainment, LLC	First Lien - Term Loan	1/27/2029		9.36	%	S + 4.00%		5.36	%		983		981		984		1.6	%
Herschend Entertainment Company, LLC	First Lien - Term Loan	8/27/2028		9.22	%	S + 3.86%		5.36	%		197		196		198		0.3	%
Hilton Domestic Operating Company Inc.	First Lien - Term Loan	11/8/2030		7.46	%	S + 2.10%		5.36	%		750		748		754		1.2	%
Kingpin Intermediate Holdings LLC (5)	First Lien - Term Loan	2/8/2028		8.86	%	S + 3.50%		5.36	%		299		297		300		0.5	%
Sabre GLBL Inc.	First Lien - Term Loan	12/17/2027		8.97	%	S + 3.61%		5.36	%		426		425		374		0.6	%
Sabre GLBL Inc.	First Lien - Term Loan	12/17/2027		8.97	%	S + 3.61%		5.36	%		272		271		239		0.4	%
Sabre GLBL Inc.	First Lien - Term Loan	6/30/2028		10.46	%	S + 5.10%		5.36	%		347		333		310		0.5	%
TA TT Buyer, LLC	First Lien - Term Loan	4/2/2029		10.35	%	S + 5.00%		5.35	%		315		312		314		0.5	%
Total Hotel, Gaming & Leisure													5,016		4,928		8.0	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2023

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Media: Advertising, Printing & Publishing
Oceankey (U.S.) II Corp.	First Lien - Term Loan	12/15/2028		8.96	%	S + 3.60%		5.36	%		983		975		963		1.6	%
Thryv, Inc. (5)	First Lien - Term Loan	3/1/2026		13.97	%	S + 8.61%		5.36	%		757		755		758		1.2	%
Total Media: Advertising, Printing & Publishing													1,730		1,721		2.8	%

Media: Broadcasting & Subscription
Charter Communications Operating, LLC	First Lien - Term Loan	12/7/2030		7.36	%	S + 2.00%		5.36	%		1,000		995		998		1.6	%
LCPR Loan Financing LLC	First Lien - Term Loan	10/16/2028		9.29	%	S + 3.94%		5.35	%		500		501		502		0.8	%
Sinclair Television Group, Inc.	First Lien - Term Loan	4/21/2029		9.21	%	S + 3.85%		5.36	%		739		722		607		1.0	%
Total Media: Broadcasting & Subscription													2,218		2,107		3.4	%

Retail
Apro, LLC	First Lien - Term Loan	11/14/2026		9.21	%	S + 3.86%		5.35	%		1,313		1,308		1,316		2.1	%
Great Outdoors Group, LLC	First Lien - Term Loan	3/6/2028		9.22	%	S + 3.86%		5.36	%		970		967		971		1.6	%
Upbound Group, Inc.	First Lien - Term Loan	2/17/2028		9.12	%	S + 3.68%		5.44	%		547		547		548		0.9	%
Total Retail													2,822		2,835		4.6	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2023

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Services: Business
Ahead DB Holdings, LLC	First Lien - Term Loan	10/18/2027		9.20	%	S + 3.85%		5.35	%		975		975		973		1.6	%
Aragorn Parent Corporation	First Lien - Term Loan	12/15/2028		9.61	%	S + 4.25%		5.36	%		422		418		422		0.7	%
Artera Services, LLC	First Lien - Term Loan	3/6/2025		8.95	%	S + 3.50%		5.45	%		975		970		921		1.5	%
Citco Funding LLC	First Lien - Term Loan	4/27/2028		8.64	%	S + 3.25%		5.39	%		748		744		752		1.2	%
Congruex Group LLC	First Lien - Term Loan	5/3/2029		11.28	%	S + 5.90%		5.38	%		985		965		941		1.5	%
DTI Holdco, Inc.	First Lien - Term Loan	4/26/2029		10.13	%	S + 4.75%		5.38	%		1,117		1,098		1,106		1.8	%
Flame NewCo, LLC	First Lien - Term Loan	6/30/2028		11.46	%	S + 6.10%		5.36	%		373		373		348		0.6	%
GTCR W Merger Sub LLC	First Lien - Term Loan	9/20/2030		8.33	%	S + 3.00%		5.33	%		750		746		754		1.2	%
Instructure Holdings, Inc. (5)	First Lien - Term Loan	10/30/2028		8.68	%	S + 3.18%		5.50	%		249		248		251		0.4	%
Iron Mountain Information Management, LLC	First Lien - Term Loan	1/31/2031		7.61	%	S + 2.25%		5.36	%		422		419		423		0.7	%
Mermaid Bidco Inc. (Datasite)	First Lien - Term Loan	12/22/2027		9.88	%	S + 4.50%		5.38	%		976		974		982		1.6	%
Nexus Buyer LLC	First Lien - Term Loan	12/13/2028		9.86	%	S + 4.50%		5.36	%		750		728		746		1.2	%
Nielsen Consumer Inc.	First Lien - Term Loan	3/6/2028		9.11	%	S + 3.75%		5.36	%		486		485		467		0.7	%
Phoenix Services International LLC	Equity	—		—		—		—			31		311		153		0.2	%
Pitney Bowes Inc. (5)	First Lien - Term Loan	3/17/2028		9.47	%	S + 4.11%		5.36	%		973		966		960		1.5	%
Presidio Holdings Inc.	First Lien - Term Loan	1/22/2027		8.98	%	S + 3.60%		5.38	%		984		984		988		1.6	%
Rockwood Service Corporation	First Lien - Term Loan	1/23/2027		9.72	%	S + 4.36%		5.36	%		249		248		250		0.4	%
Sitel Group	First Lien - Term Loan	8/28/2028		9.22	%	S + 3.86%		5.36	%		1,466		1,461		1,414		2.3	%
Skopima Consilio Parent LLC	First Lien - Term Loan	5/12/2028		9.47	%	S + 4.00%		5.47	%		978		974		976		1.6	%
Tempo Acquisition, LLC	First Lien - Term Loan	8/31/2028		8.11	%	S + 2.75%		5.36	%		978		975		983		1.6	%
TRC Companies LLC	First Lien - Term Loan	12/8/2028		9.22	%	S + 3.86%		5.36	%		862		859		862		1.4	%
UST Global Inc	First Lien - Term Loan	11/20/2028		8.96	%	S + 3.61%		5.34	%		980		977		979		1.6	%
VM Consolidated, Inc.	First Lien - Term Loan	3/24/2028		8.72	%	S + 3.36%		5.36	%		2		2		2		0.0	%
Zelis Cost Management Buyer, Inc.	First Lien - Term Loan	9/30/2026		8.97	%	S + 3.61%		5.36	%		415		413		417		0.7	%
Total Services: Business													17,313		17,070		27.6	%

Services: Consumer
Prime Security Services Borrower, LLC	First Lien - Term Loan	10/13/2030		7.84	%	S + 2.50%		5.34	%		500		495		502		0.8	%
University Support Services LLC	First Lien - Term Loan	2/10/2029		8.71	%	S + 3.35%		5.36	%		997		997		999		1.6	%
WW International, Inc. (5)	First Lien - Term Loan	4/13/2028		8.97	%	S + 3.61%		5.36	%		945		942		674		1.1	%
Total Services: Consumer													2,434		2,175		3.5	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2023

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Telecommunications
CCI Buyer, Inc.	First Lien - Term Loan	12/17/2027		9.35	%	S + 4.00%		5.35	%		973		967		971		1.6	%
Ciena Corporation (5)	First Lien - Term Loan	10/24/2030		7.36	%	S + 2.00%		5.36	%		995		991		999		1.6	%
ConvergeOne Holdings, Corp.	First Lien - Term Loan	1/4/2026		12.50	%	L + 4.00%		8.50	%		1,458		1,445		829		1.3	%
Guardian US Holdco LLC	First Lien - Term Loan	1/31/2030		9.35	%	S + 4.00%		5.35	%		296		290		297		0.5	%
Iridium Satellite LLC	First Lien - Term Loan	9/20/2030		7.86	%	S + 2.50%		5.36	%		52		52		52		0.1	%
Mavenir Systems, Inc.	First Lien - Term Loan	8/18/2028		10.39	%	S + 5.01%		5.38	%		1,297		1,288		918		1.5	%
Syniverse Holdings, LLC	First Lien - Term Loan	5/13/2027		12.35	%	S + 7.00%		5.35	%		988		959		873		1.4	%
Zayo Group Holdings, Inc.	First Lien - Term Loan	3/9/2027		8.47	%	S + 3.00%		5.47	%		1,000		997		865		1.4	%
Total Telecommunications													6,989		5,804		9.4	%

Transportation: Cargo
Carriage Purchaser, Inc.	First Lien - Term Loan	10/2/2028		9.72	%	S + 4.36%		5.36	%		978		974		962		1.6	%
Clue Opco LLC	First Lien - Term Loan	12/19/2030		9.86	%	S + 4.50%		5.36	%		750		720		713		1.1	%
Daseke Companies, Inc. (5)	First Lien - Term Loan	3/9/2028		9.47	%	S + 4.11%		5.36	%		800		797		800		1.3	%
Echo Global Logistics, Inc.	First Lien - Term Loan	11/23/2028		8.96	%	S + 3.50%		5.46	%		983		981		964		1.6	%
Kenan Advantage Group, Inc., The	First Lien - Term Loan	3/24/2026		9.47	%	S + 4.11%		5.36	%		249		247		249		0.4	%
Total Transportation: Cargo													3,719		3,688		6.0	%

Transportation: Consumer
Avolon TLB Borrower 1 (US) LLC	First Lien - Term Loan	6/22/2028		7.36	%	S + 2.00%		5.36	%		1,187		1,182		1,192		1.9	%
Brown Group Holding, LLC	First Lien - Term Loan	7/2/2029		9.11	%	S + 3.75%		5.36	%		992		983		996		1.6	%
First Student Bidco Inc.	First Lien - Term Loan	7/21/2028		8.61	%	S + 3.26%		5.35	%		359		357		357		0.6	%
First Student Bidco Inc.	First Lien - Term Loan	7/21/2028		8.61	%	S + 3.26%		5.35	%		108		108		108		0.2	%
Safe Fleet Holdings LLC	First Lien - Term Loan	2/23/2029		9.21	%	S + 3.85%		5.36	%		632		629		634		1.0	%
United AirLines, Inc. (5)	First Lien - Term Loan	4/21/2028		9.22	%	S + 3.86%		5.36	%		774		772		778		1.3	%
Total Transportation: Consumer													4,031		4,065		6.6	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2023

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Utilities: Electric
Calpine Construction Finance Company, L.P.	First Lien - Term Loan	7/31/2030		7.61	%	S + 2.25%		5.36	%		249		248		250		0.4	%
PG&E Corporation (5)	First Lien - Term Loan	6/23/2027		7.86	%	S + 2.50%		5.36	%		500		498		501		0.8	%
Total Utilities: Electric													746		751		1.2	%

Total Investments made in the United States													131,573		127,666		206.5	%

Investments made in Canada
Beverage, Food & Tobacco
1011778 B.C. Unlimited Liability Company (5)	First Lien - Term Loan	9/20/2030		7.61	%	S + 2.25%		5.36	%		1,000		995		1,002		1.6	%
Total Beverage, Food & Tobacco													995		1,002		1.6	%

Hotel, Gaming & Leisure
Ontario Gaming GTA Limited Partnership (5)	First Lien - Term Loan	8/1/2030		9.60	%	S + 4.25%		5.35	%		173		171		174		0.3	%
Total Hotel, Gaming & Leisure													171		174		0.3	%

Transportation: Consumer
Air Canada (5)	First Lien - Term Loan	8/11/2028		9.14	%	S + 3.76%		5.38	%		748		751		751		1.2	%
Total Transportation: Consumer													751		751		1.2	%

Services: Business
Nuvei Technologies Corp. (5)	First Lien - Term Loan	12/19/2030		7.96	%	S + 2.50%		5.46	%		1,056		1,048		1,057		1.7	%
Total Services: Business													1,048		1,057		1.7	%

Total Investments made in Canada													2,965		2,984		4.8	%

Investments made in France
Healthcare & Pharmaceuticals
Curium BidCo S.a r.l. (5)	First Lien - Term Loan	7/31/2029		9.85	%	S + 4.50%		5.35	%		249		246		249		0.4	%
Total Healthcare & Pharmaceuticals													246		249		0.4	%

Total Investments made in France													246		249		0.4	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2023

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Investments made in Germany Construction & Building
Minimax Viking GmbH (5)	First Lien - Term Loan	7/31/2028		8.22	%	S + 2.86%		5.36	%		498		496		500		0.8	%
Total Construction & Building													496		500		0.8	%

High Tech Industries
Mosel Bidco SE	First Lien - Term Loan	9/16/2030		10.10	%	S + 4.75%		5.35	%		211		209		212		0.3	%
Total High Tech Industries													209		212		0.3	%

Investments made in Germany													705		712		1.1	%

Investments made in Ireland
Aerospace & Defense
Setanta Aircraft Leasing DAC (5)	First Lien - Term Loan	11/5/2028		7.61	%	S + 2.26%		5.35	%		1,500		1,496		1,506		2.4	%
Total Aerospace & Defense													1,496		1,506		2.4	%

Hotel, Gaming & Leisure
Flutter Entertainment plc (5)	First Lien - Term Loan	11/25/2030		7.70	%	S + 2.35%		5.35	%		739		737		742		1.2	%
Total Hotel, Gaming & Leisure													737		742		1.2	%

Services: Consumer
Cimpress plc (5)	First Lien - Term Loan	5/17/2028		8.97	%	S + 3.61%		5.36	%		975		968		976		1.6	%
Total Services: Consumer													968		976		1.6	%

Transportation: Consumer
Delos Aircraft Designated Activity Company	First Lien - Term Loan	10/31/2027		7.35	%	S + 2.00%		5.35	%		500		500		503		0.8	%
Total Transportation: Consumer													500		503		0.8	%

Total Investments made in Ireland													3,701		3,727		6.0	%

Investments made in Luxembourg
Containers, Packaging & Glass
Mar Bidco S.a r.l. (5)	First Lien - Term Loan	7/7/2028		9.51	%	S + 4.20%		5.31	%		14		14		13		0.0	%
Total Containers, Packaging & Glass													14		13		0.0	%

Telecommunications
Venga Finance S.a r.l. (5)	First Lien - Term Loan	6/28/2029		10.40	%	S + 5.01%		5.39	%		988		963		984		1.6	%
Total Telecommunications													963		984		1.6	%

Total Investments made in Luxembourg													977		997		1.6	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2023

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Principal/ Shares		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Investments made in the Netherlands Chemicals, Plastics, & Rubber
Nouryon Finance B.V. (5)	First Lien - Term Loan	4/3/2028		9.47	%	S + 4.10%		5.37	%		866		855		870		1.4	%
Total Chemicals, Plastics, & Rubber													855		870		1.4	%

Retail
Peer Holding III B.V. (5)	First Lien - Term Loan	10/28/2030		8.60	%	S + 3.25%		5.35	%		528		524		530		0.9	%
Total Retail													524		530		0.9	%

Total Investments made in the Netherlands													1,379		1,400		2.3	%

Investments made in Puerto Rico
Services: Business
Evertec Group, LLC	First Lien - Term Loan	10/30/2030		8.86	%	S + 3.50%		5.36	%		475		468		477		0.8	%
Total Services: Business													468		477		0.8	%

Total Investments made in Puerto Rico													468		477		0.8	%

Investments made in the United Kingdom
Chemicals, Plastics, & Rubber
Ineos US Finance LLC (5)	First Lien - Term Loan	2/18/2030		8.96	%	S + 3.60%		5.36	%		204		202		204		0.3	%
Ineos Quattro Holdings UK Limited (5)	First Lien - Term Loan	3/14/2030		9.21	%	S + 3.85%		5.36	%		118		117		117		0.2	%
Total Chemicals, Plastics, & Rubber													319		321		0.5	%

Total Investments made in the United Kingdom													319		321		0.5	%

Total Non-controlled/Non-Affiliated Investments												$	142,333	$	138,533		224.0	%

(1)

(2)

The majority of the investments bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR” or “S”), however, a small percentage of loans are still transitioning from London Interbank Offered Rate (“LIBOR” or “L”). Both indices reset monthly or quarterly. For each such investment, the Fund has provided the spread over SOFR and the current contractual interest rate in effect at December 31, 2023. As of December 31, 2023, rates for 1M S, 3M S, 6M S, and 12M S are 5.35%, 5.33%, 5.16%, and 4.77% respectively. As of December 31, 2023, rates for 1M L, 3M L, and 6M L are 5.47%, 5.59%, and 5.59% respectively.

(3)	Percentages are based on net assets of $61,858 as of December 31, 2023.

(4)	Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole (see Note 4)

(5)	Investment is a non-qualifying asset for RIC reporting purposes, non-qualifying assets represent 17.2% of total assets.

The accompanying notes are an integral part of these consolidated financial statements

Steele Creek Capital Corporation

Notes to the Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

1. ORGANIZATION

Steele Creek Capital Corporation (which is referred to as the “Company”, “we”, “us” and “our”) was originally organized as MSC Capital LLC as a Delaware limited liability company on June 3, 2020. The Company commenced operations as MSC Capital LLC on July 1, 2020. On October 7, 2020, MSC Capital LLC converted to a Maryland corporation. We are a closed-end externally managed, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). The Company has elected for federal income tax purposes to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”).

In September 2020, we formed a wholly-owned special purpose financing vehicle, Steele Creek Capital Funding I, LLC (“Funding I”), a Delaware limited liability company.

In August 2024, we formed a wholly-owned special purpose financing vehicle, Steele Creek Capital Funding II, LLC (“Funding II”), a Delaware limited liability company. Funding II did not become operational until October 2024.

Steele Creek Investment Management LLC (the “Investment Advisor” or “Administrator”) is our investment adviser and an affiliate of Moelis Asset Management LP (“Moelis Asset”). We entered into an Investment Advisory Agreement with the Investment Advisor who, subject to the supervision of our board of directors (the “Board”), manages the day-to-day operations and provides investment advisory services to the Company. The Company has no paid employees and the Investment Advisor has entered into an agreement (the “Custody Agreement”) to delegate certain administrative and custody functions to US Bank (the “Custodian”).

The Company is a financial services company that primarily invests in syndicated corporate bank loans, bonds, other debt securities, and structured products. The investment objective is to generate high current income by investing primarily in fixed income instruments, including broadly syndicated bank loans, structured products, mezzanine financings and senior secured bonds.

The term “shares” herein refers to membership interest in the Company prior to conversion.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - The consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its consolidated subsidiaries. The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services-Investment Companies. The consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition as of and for the periods presented. All significant intercompany balances and transactions have been eliminated. Financial statements are prepared in accordance with GAAP for financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 or 10 of Regulation S-X. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the period presented, have been included. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”).

Use of Estimates - The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Investment Advisor to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from such estimates included in the consolidated financial statements.

Securities Transactions - Securities transactions are recorded on the trade date. The trade date for loans purchased in the “primary market” and for loans and other investments purchased in the “secondary market” is the date on which the transaction is entered. Cost is determined based on consideration given, adjusted for amortization of original issuance discounts (“OID”), market discounts and premiums.

Investment Income - For debt investments, we record interest income on the accrual basis to the extent that such amounts are expected to be collected. Where applicable, OID and purchased discounts and premiums are accreted into interest income using the effective interest method. Loan origination fees are deferred and accreted into interest income using the effective interest method. We record prepayment premiums on loans and other investments as interest income when such amounts are received. We stop accruing interest on investments when it is determined that interest is no longer collectible. For the three and nine months ended September 30, 2024, there were no loans on non-accrual status. For the three and nine months ended September 30, 2023, there were no loans and one loan in non-accrual status, that was no longer held at quarter end, respectively.

Expenses - Expenses include management fees, incentive fees, administrator fees, custody fees, legal fees, audit and tax service expenses, third-party valuation fees and other general and administrative expenses. Expenses are recognized on an accrual basis.

Organizational and Offering Costs - Organizational costs include costs relating to the formation and incorporation of the business and are expensed as incurred. Offering costs include legal fees and other costs pertaining to the registration statement and the private placement memorandum. Offering costs are deferred and amortized over a period of twelve months.

Realized Gain or Loss and Unrealized Gain or Loss - Realized gain or loss from an investment is recorded at the time of disposition and calculated using the weighted average cost method. Unrealized gain or loss reflects the changes in fair value of investments as determined in compliance with the Investment Advisor’s valuation policy.

Cash - The Company maintains its cash in a bank account, which, at times, may exceed federally insured limits. As of September 30, 2024, and December 31, 2023, our cash balance exceeded federally insured limits. The Investment Advisor continuously monitors the performance of the bank where the account is held in order to manage any risk associated with such account.

Earnings Per Share - The Company calculates earnings per share by dividing the net increase or decrease in net assets resulting from operations by the weighted average shares for the period.

Paid-in-capital in Excess of Par Value - The Company records the proceeds from the sale of its shares on a net basis to capital stock and paid-in capital in excess of par value, excluding all offering costs.

Fair Value of Financial Instruments - Assets and liabilities which qualify as financial instruments under relevant authoritative guidance are carried at fair value or contractual amounts approximating fair value.

Investment Classification - As required by the 1940 Act, investments are classified by level of control. “Controlled Investments” are defined as investments in portfolio companies that we are deemed to control, as defined in the 1940 Act. “Affiliated Investments” are investments in those companies that are affiliated companies, as defined in the 1940 Act, other than Controlled Investments. “Non-Controlled/Non-Affiliated Investments” are those that are neither Controlled Investments nor Affiliated Investments. Generally, under the 1940 Act, we are deemed to control a company in which we have invested if we own more than 25% of the voting securities of such company. We are deemed to be an affiliate of a company if we own 5% or more of the voting securities of such company. As of September 30, 2024 and December 31, 2023, all of our investments were Non-Controlled/Non-Affiliated investments.

Valuation of Investments - We value our investments in accordance with the 1940 Act and ASC Topic 820 – Fair Value Measurement and Disclosures, (“ASC Topic 820”) as determined in good faith by our Board who has delegated such responsibility to our Investment Advisor, along with our Independent valuation firms, and the Audit Committee. ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC Topic 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. Investments are reflected on the Consolidated Statement of Assets and Liabilities at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the accompanying Consolidated Statement of Operations as “net change in unrealized appreciation on non-controlled/non-affiliated company investments.” Fair value is the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the exit price). Publicly-traded investments in active markets are reported at the market closing price. Investment transactions are recorded on a trade date basis (for publicly-traded investments and securities traded through dealer markets) or upon closing of the transaction (for private investments). The cost of an investment includes all costs incurred by the Company as part of the purchase of such investment. The difference between the initially recognized cost and the subsequent fair value measurement of an investment is reflected as “net change in unrealized appreciation on non-controlled/non-affiliated company investments” in the Consolidated Statement of Operations.

We value our investments in accordance with the Investment Advisor’s valuation policy. Valuations are prepared by the Investment Advisor and approved by the CFO of the Company for each accounting close.

Transfers of investments between levels in the fair value hierarchy are recorded at the end of the period. For the three months ended September 30, 2024 there were no transfers between levels. For the nine months ended September 30, 2024 there were two term loan investments that transferred from level 3 to level 2. The transfer between levels was made due to availability of broker quotes and increased trading volume for the nine months ended September 30, 2024. For the three and nine months ended September 30, 2023 there were term loans and equity investments that transferred from level 3 to level 2. The transfer between levels was made due to availability of broker quotes and increased trading volume for the three and nine months ended September 30, 2023.

Income Taxes – For the three and nine months ended September 30, 2024 and 2023, we have complied with the requirements of Subchapter M of the Code and expect to be treated as a RIC for federal income tax purposes. In this regard, we account for income taxes using the asset and liability method prescribed by ASC Topic 740 – Income Taxes (“ASC Topic 740”). Under this method, income taxes are provided for amounts currently payable and for amounts deferred as tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Based upon our qualification and election to be treated as a RIC for federal income tax purposes, we typically do not incur any material federal income taxes. However, we may choose to retain a portion of our calendar year income, which may result in the imposition of an excise tax.

We recognize the effect of a tax position in our Consolidated Financial Statements in accordance with ASC Topic 740 when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not considered to satisfy the “more-likely-than-not” threshold would be recorded as a tax expense or benefit. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial statements. There were no tax accruals relating to uncertain tax positions and no amounts accrued for any related interest or penalties with respect to the period presented herein. The Company’s determinations regarding ASC Topic 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although the Company files both federal and state income tax returns, the Company’s major tax jurisdiction is federal.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gains recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

The 2020 to 2023 tax years for the Company are not yet closed and remain subject to examination by U.S. Federal, state and local tax authorities.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The Company reviewed recent accounting pronouncements and determined them to be not applicable or expect them to have minimal impact on its consolidated financial statements.

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

Pursuant to the investment advisory agreement between the Company and the Investment Advisor (the “Investment Advisory Agreement”), we have agreed to pay a fee for investment advisory and management services consisting of two components, a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee will ultimately be borne by our stockholders.

Our Investment Advisor has agreed to waive its fees (base management and incentive fee), without recourse against or reimbursement by us, for any quarter where net investment income plus net realized capital gains is not sufficient to maintain a targeted annual distribution payment on shares of common stock outstanding on the relevant payment dates of 6.0% based on our net asset value per share.

On August 9, 2024, the Board approved the renewal of the Investment Advisory Agreement which automatically renews for successive one-year periods each September 17th; provided that such continuance is specifically approved at least annually by the vote of the Board or by the vote of a majority of the outstanding voting securities of the Company and the vote of a majority of the Independent Directors, in accordance with the requirements of the 1940 Act.

Base Management Fee

Gross management fees for the three and nine months ended September 30, 2024 were $460 thousand and $1,385 thousand, respectively. Net management fees for the three and nine months ended September 30, 2024 were $331 thousand and $680 thousand, respectively. The Investment Advisor elected to waive a portion of the management fee and charged management fees on investments rather than gross assets.

Gross management fees for the three and nine months ended September 30, 2023 were $400 thousand and $1,147 thousand, respectively. Net management fees for the three and nine months ended September 30, 2023 were $332 thousand and $652 thousand, respectively. The Investment Advisor elected to waive a portion of the management fee and charged management fees on investments rather than gross assets.

Incentive Fee

The Incentive Fee will consist of an income-based component and a capital gains component.

The portion of the incentive fee based on income is determined and paid quarterly in arrears commencing with the first calendar quarter following the Company’s election to be regulated as a BDC, and equals 15% of the pre-incentive fee net investment income in excess of a 1.5% quarterly (or 6% annually) “hurdle rate.” There are no catch-up provisions applicable to income-based incentive fees under the Investment Advisory Agreement.

Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees the Company receives from portfolio companies) that the Company accrues, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the “Administration Agreement”) we have entered into with the Administrator, and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but excluding, for avoidance of doubt, the income-based incentive fee accrued under GAAP). Pre-incentive fee net investment income also includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Advisor is not under any obligation to reimburse the Company for any part of the income-based incentive fees it received that was based on accrued interest that the Company never actually received. Because of the structure of the incentive fee, it is possible that we may pay an incentive fee in a quarter where we incur a loss. For example, if we receive pre-incentive fee net investment income in excess of the Hurdle rate for a quarter, we will pay the applicable incentive fee even if we have incurred a loss in that quarter due to realized and unrealized capital losses.

The portion of the incentive fee based on capital-gains is payable at the end of each calendar year in arrears, equals 15% of cumulative realized capital gains from the date of the Company’s election to be regulated as a BDC to the end of each calendar year, less cumulative net realized capital losses and unrealized capital depreciation. We will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation. Also, it should be noted that while we accrue the capital incentive fee quarterly, the expense will fluctuate with the Company’s overall investment results and the expense will be finalized at year end.

In determining the capital gains incentive fee payable to the Investment Advisor, we calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses from the date of the Company’s election to be regulated as a BDC, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the original cost of such investment since our inception. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the original cost of such investment since our inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the original cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments.

For the three and nine months ended September 30, 2024, the Investment Advisor earned a gross income incentive fee of $40 thousand and $96 thousand, respectively, and did not earn a capital incentive fee.

For the three and nine months ended September 30, 2023, the Investment Advisor earned a gross income incentive fee of $85 thousand and $161 thousand, respectively, and did not earn a capital incentive fee.

Fee Waivers

On February 18, 2021, the Company and the Investment Advisor executed a Waiver Letter (the “Waiver”), whereby the Investment Advisor agrees to waive all or such portion of the Base Management Fee, the Income Incentive Fee and the Capital Incentive Fee (collectively the “Fees”) that they would otherwise be entitled to receive under the Investment Advisory Agreement, dated as of September 16, 2020 (the ‘Agreement”) for any quarter prior to a Liquidity Event to the extent required in order for the Company to earn a quarterly net investment income plus net realized capital gains to maintain an annual distribution payment of shares of common stock outstanding of 6.0%. The Company’s performance will impact the amount and timing of the fee waivers.

For the three and nine months ended September 30, 2024 and 2023, the Board agreed upon a fee waiver to reduce the basis for the quarterly management fee from gross assets to investments. For the three and nine months ended September 30, 2024 the Investment Advisor waived $129 thousand and $356 thousand, respectively. For the three and nine months ended September 30, 2023 the Investment Advisor waived $68 thousand and $172 thousand, respectively. This fee waiver will be re-evaluated annually.

The Company’s performance for the three months ended September 30, 2024, produced realized income sufficient to charge a full management fee. Therefore, this waiver was not used for three months ended September 30, 2024. The Company’s performance for the nine months ended September 30, 2024, did not produce realized income sufficient to charge a full management fee. Therefore, the Company waived an additional $349 thousand of management fees for the nine months ended September 30, 2024. The Company’s performance for the three months ended September 30, 2023 produced realized income sufficient to charge a full management fee. Therefore, this waiver was not used for the three months ended September 30, 2023. The Company’s performance for the nine months ended September 30, 2023 did not produce realized income sufficient to charge a full management fee. Therefore, the Company waived an additional $323 thousand of management fees for the nine months ended September 30, 2023.

Administration Agreement

The Administration Agreement provides that the Administrator will furnish us with office facilities and equipment and will provide us with clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under the Administration Agreement, the Administrator will perform, or oversee the performance of, our required administrative services, which will include being responsible for the financial and other records that we are required to maintain and preparing reports to our stockholders and reports and other materials filed with the SEC. In addition, the Administrator will assist us in determining and publishing our net asset value, oversee the preparation and filing of our tax returns and the printing and dissemination of reports and other materials to our stockholders, and generally oversee the payment of our expenses and the performance of administrative and professional services rendered to us by others. Under the Administration Agreement, the Administrator will also provide managerial assistance on our behalf to those portfolio companies that have accepted our offer to provide such assistance.

Under the Administration Agreement, we will reimburse the Administrator based upon our allocable portion (subject to the review and approval of our Board) of the Administrator’s overhead (including rent) in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer, and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. In addition, if requested to provide significant managerial assistance to our portfolio companies, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount we receive from such portfolio companies for providing this assistance. The Administration Agreement had an initial term of two years and thereafter may be renewed annually with the approval of our Board. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that the Administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without any incremental profit to the Administrator.

On August 9, 2024, the Board approved the renewal of the Administration Agreement which automatically renews for successive one-year periods each September 17th; provided that such continuance is specifically approved at least annually by the vote of the Board or by the vote of a majority of the outstanding voting securities of the Company and the vote of a majority of the members of the Company’s Board who are not parties to this Agreement or “interested persons” (as such term defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the Investment Company Act.

Related Party Transactions

As of September 30, 2024, affiliates owned approximately 41% of the Company representing approximately $22,824 thousand of the Company’s net assets. As of December 31, 2023, affiliates owned approximately 38% of the Company representing approximately $23,340 thousand of the Company’s net assets.

For the three and nine months ended September 30, 2024, Moelis Asset, parent of the Investment Advisor, contributed $11 thousand to pay legal fees incurred by the Company. For the three and nine months ended September 30, 2023, Moelis Asset, parent of the Investment Advisor, did not make a contribution to the Company. Moelis Asset will incur these expenses and they will not be charged back to the Company.

The Company may, from time to time, purchase investments from, or sell investments to affiliates of our Investment Advisor at fair value on the trade date. For the three and nine months ended September 30, 2024 and 2023 there were no purchases of investments from or sales of investments to affiliates of our Investment Advisor.

For the three and nine months ended September 30, 2024 and 2023, the Company incurred $20 thousand and $60 thousand in directors’ fees expense, respectively.

The Company carries employment practices liability, directors and officers and errors and omission insurance. For the best interests of the Company, these policies are joint liability policies with Moelis Asset and its affiliates.

4. INVESTMENTS

Fair Value Measurements

We value our investments for each accounting close at fair value in accordance with the 1940 Act and ASC Topic 820, which defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Due to the uncertainty inherent in the valuation process, estimates of fair value may differ significantly from the values that would have been used had a ready market for our investments existed, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on the investments to be different than the valuations currently assigned.

Investments for which observable market prices in active markets do not exist are reported at fair value, as determined by the Investment Advisor using the best information available. The amount determined to be fair value may incorporate the Investment Advisor’s own assumptions (including assumptions that the Investment Advisor believes market participants would use in valuing the investment, and assumptions relating to appropriate risk adjustments for non-performance and lack of marketability).

The fair values assigned to our investments are based upon available information and do not necessarily represent amounts which might ultimately be realized. Due to the absence of readily determinable fair values and the inherent uncertainty of valuations, the estimated fair values may differ significantly from values that would have been used had a ready market for the securities existed, and the differences could be material.

The guidance establishes a framework for measuring fair value, and requires enhanced disclosures about fair value measurements. The fair value hierarchy prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment, and the state of the marketplace (including the existence and transparency of transactions between market participants). Investments with readily-available actively quoted prices or for which fair value can be measured from actively-quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest) based on inputs:

Level 1 – Quoted prices (unadjusted) are available in active markets for identical investments that the Company has the ability to access as of the reporting date. The type of investments which would generally be included in Level 1 include listed equity securities and listed derivatives. The Company, to the extent that it holds such investments, does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. This may include valuations based on executed trades, broker quotations that constitute an executable price, and alternative pricing sources supported by observable inputs which, in each case, are either directly or indirectly observable for the asset in connection with market data at the measurement date.

Level 3 – Pricing inputs are unobservable for the investments and include situations where there is little, if any, market activity for the investments. The inputs into the determination of fair value require significant judgment or estimation by the Investment Advisor. In certain cases, investments classified within Level 3 may include securities for which we have obtained indicative quotes from broker-dealers that do not necessarily represent prices the broker may be willing to trade on.

The valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs. Our loans are predominately valued based on evaluated prices from a nationally recognized independent pricing service or from third-party brokers who make markets in such debt investments. When possible, we make inquiries of third-party pricing sources to understand their use of significant inputs and assumptions. We review the third-party fair value estimates and perform procedures to validate their reasonableness, including an analysis of the range and dispersion of third-party estimates, frequency of pricing updates, comparison of recent trade activity for similar securities, and review for consistency with market conditions observed as of the measurement date.

There may be instances when independent or third-party pricing sources are not available, or cases where we believe that the third-party pricing sources do not provide sufficient evidence to support a market participant’s view of the fair value of the debt investment being valued. These instances may result from an investment in a less liquid loan such as a middle market loan, a mezzanine loan or unitranche loan, or a loan to a company that has become financially distressed. In these instances, we may estimate the fair value based on a combination of a market yield valuation methodology and evaluated pricing discussed above, or solely based on a market yield valuation methodology. Under the market yield valuation methodology, we estimate the fair value based on a discounted cash flow technique. For these loans, the unobservable inputs used in the market yield valuation methodology to measure fair value reflect management’s best estimate of assumptions that would be used by market participants when pricing the investment in a hypothetical transaction, including estimated remaining life, current market yield and interest rate spreads of similar loans and securities as of the measurement date. We will estimate the remaining life based on market data for the average life of similar loans. However, if we have information that the loan is expected to be repaid in the near term, we would use an estimated remaining life based on the expected repayment date. The average life to be used to estimate the fair value of our loans may be shorter than the legal maturity of the loans since many loans are prepaid prior to the maturity date. The interest rate spreads used to estimate the fair value of our loans is based on current interest rate spreads of similar loans. If there is a significant deterioration of the credit quality of a loan, we may consider other factors that a hypothetical market participant would use to estimate fair value, including the proceeds that would be received in a liquidation analysis.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgement and considers factors specific to the investment.

The following fair value hierarchy table sets forth our investments by level as of September 30, 2024:

	September 30, 2024
	Total		Level 1		Level 2		Level 3
Term Loans	$	123,517	$	-	$	123,517	$	-
Equity		301		-		301		-
Collateralized Loan Obligations		2,568		-		2,568		-
Total Investments	$	126,386	$	-	$	126,386	$	-

The following fair value hierarchy table sets forth our investments by level as of December 31, 2023:

	December 31, 2023
	Total		Level 1		Level 2		Level 3
Term Loans	$	135,640	$	-	$	134,191	$	1,449
Delayed Draw Loan		211		-		211		-
Equity		177		-		153		24
Collateralized Loan Obligations		2,505		-		2,505		-
Total Investments	$	138,533	$	-	$	137,060	$	1,473

There were no Level 3 investments as of September 30, 2024. Therefore, there are no unobservable inputs to report.

Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2023, included the following:

Fair

Valuation

Unobservable

Range

Weighted

Type

Value

Technique

Input

Minimum

Maximum

Average

Equity

Illiquidity Discount

100

Term Loans

1,449

Recent Transactions

Transaction price

N/A

Cost

Total

1,473

Certain fair value measurements may employ more than one valuation technique, with each valuation technique receiving a relative weight between 0% and 100%. Generally, a change in an unobservable input or a relative weighting may result in a change to the value of an investment as follows:

December 31, 2023
Input	Impact to value if input increases	Impact to value if input decreases
Illiquidity Discount	Decrease	Increase
Transaction Price	Increase	Decrease

Changes in investments categorized as Level 3 for the three and nine months ended September 30, 2024 were as follows:

	Three months ended September 30, 2024
	Term Loans		Equity			Total Investments
Beginning Balance	$	-	$	22		$	22
Net realized gain (loss)		-		-			-
Net unrealized gain (loss)		-		5			5
Transfers ⁽¹⁾		-		(27	)		(27	)
Acquisitions		-		-			-
Dispositions		-		-			-
Ending Balance	$	-	$	-		$	-

	Nine months ended September 30, 2024
	Term Loans			Equity			Total Investments
Beginning Balance	$	1,449		$	24		$	1,473
Net realized gain (loss)		(853	)		-			(853	)
Net unrealized gain (loss)		1,047			3			1,050
Transfers ⁽¹⁾		(1,265	)		(27	)		(1,292	)
Acquisitions		-			-			-
Dispositions		(378	)		-			(378	)
Ending Balance	$	-		$	-		$	-

(1)

Per ASC 820, leveling for each investment is conducted at each quarter end. Transfers between levels are made in accordance with the Company’s accounting policy.

5. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2024:

	Three months ended September 30, 2024		Nine months ended September 30, 2024
Numerator - net earnings (loss)	$	598	$	2,488
Denominator - weighted average shares		5,772		6,157
Net earnings (loss) per share	$	0.10	$	0.40

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2023:

	Three months ended September 30, 2023		Nine months ended September 30, 2023
Numerator - net earnings (loss)	$	3,176	$	7,988
Denominator - weighted average shares		5,738		5,701
Net earnings (loss) per share	$	0.55	$	1.40

6. NET ASSETS

The Company has been actively fundraising since its inception. The table below summarizes the capital the Company has raised (returned), the shares issued (tendered), and the shares reinvested to investors during the nine months ended September 30, 2024.

Date Closed	Capital Raised (in thousands)			Shares Issued
Balance at December 31, 2023	$	66,290			6,370,722
January 2, 2024		(524	)		(53,915	)
February 1, 2024		44			4,480
March 1, 2024		669			69,303
Balance at March 31, 2024	$	66,479			6,390,590
April 1, 2024		56			5,908
April 1, 2024		(571	)		(59,713	)
May 1, 2024		175			18,127
June 3, 2024		325			33,670
Balance at June 30, 2024		66,464			6,388,582
July 1, 2024		47			4,927
July 1, 2024		(6,059	)		(629,851	)
August 1, 2024		43			4,420
September 3, 2024		175			18,139
Balance at September 30, 2024	$	60,670			5,786,217

The table below summarizes the capital the Company has raised (returned), the shares issued (tendered), and the shares reinvested to investors during the nine months ended September 30, 2023.

Date Closed	Capital Raised (in thousands)			Shares Issued
Balance at December 31, 2022	$	59,241			5,643,073
January 3, 2023		344			38,579
February 1, 2023		50			5,300
March 1, 2023		221			23,458
Balance at March 31, 2023	$	59,856			5,710,410
April 3, 2023		319			34,712
April 3, 2023		(1,046	)		(113,999	)
May 1, 2023		297			31,900
June 1, 2023		520			57,211
Balance at June 30, 2023	$	59,946			5,720,234
July 3, 2023		105			11,143
July 3, 2023		(149	)		(15,844	)
August 1, 2023		247			25,555
September 1, 2023		171			17,649
Balance at September 30, 2023	$	60,320			5,758,737

During the three and nine months ended September 30, 2024, the Company issued 27,486 and 158,974 shares with an aggregate value of $265 thousand and $1,534 thousand, respectively. During the three and nine months ended September 30, 2023, the Company issued 54,347 and 245,507 shares with an aggregate value of $523 thousand and $2,274 thousand, respectively.

During the three and nine months ended September 30, 2024, 629,851 and 743,479 shares with an aggregate value of $6,059 thousand and $7,154 thousand, respectively, were tendered and accepted by the Company. During the three and nine months ended September 30, 2023, 15,844 and 129,843 shares with an aggregate value of $149 thousand and $1,195 thousand were tendered and accepted by the Company.

In September 2024, the Company adopted a dividend reinvestment plan (“DRIP”) that provides for the reinvestment of dividends and other distributions on behalf of its stockholders that elect to participate in such plan. When the Company declares a dividend or distribution, the Company’s current stockholders who have “opted in” to the DRIP will have their cash dividend automatically reinvested in additional shares of the Company’s common stock. Existing investors were given the option to be enrolled into the DRIP, any investor that did not enroll will continue to receive their dividends in cash. All new stockholders will automatically be enrolled in the DRIP unless they opt out. Newly issued shares are valued based upon the month end closing price prior to payment of the dividend.

During the three and nine months ended September 30, 2024 and 2023, no shares were reinvested.

As of September 30, 2024, and December 31, 2023 the Company had 5,786,217 and 6,370,722 shares of common stock, $0.001 par value per share, outstanding, respectively.

7. CREDIT FACILITY

On October 13, 2020, we entered into a two-year secured revolving Credit Agreement (the “Credit Agreement”) with BNP Paribas (“BNP”) as lender and administrative agent (the “BNP Credit Facility”) providing a maximum of $45,000 thousand (“Maximum Facility Amount”) to Steele Creek Capital Funding I, LLC (“Funding I”). The Company created a wholly owned subsidiary, Funding I, which it will use to hold the Company’s investments, and a first priority continuing security interest in, to and under each investment, all underlying investments and underlying assets has been granted to BNP to be used as collateral for the BNP Credit Facility. During the BNP Credit Facility’s revolving period (earlier of the termination by the borrower or twelve-month anniversary of the closing date), it bears interest at LIBOR plus 175 basis points. The Company began transferring investments into Steele Creek Capital Funding I, LLC in October 2020.

Funding I is required to pay an administrative agent fee equal to $25 thousand per annum and a structuring fee equal to 0.25% of the Maximum Facility Amount paid on the twelve-month anniversary of the closing date. Additionally, an unused fee is payable quarterly in arrears in an amount equal to 0.70% on the actual daily unused amount greater than 20% of the Maximum Facility Amount under the BNP Credit Facility from April 13, 2021 to the end of the revolving period.

On April 29, 2021, Funding I executed an amendment to the BNP Credit Facility. The amendment solidified the LIBOR transition to Secured Overnight Financing Rate (“SOFR”) for the planned discontinuation of LIBOR. The amendment also increased the Individual Lender Maximum Facility Amount from $45,000 thousand to $80,000 thousand.

On October 28, 2021, the Company executed an additional amendment to the Credit Agreement. Material amendments included the revolving period being extended 36 months, from 12 months to 48 months and the interest rate being reduced from LIBOR plus 175 basis points to LIBOR plus 140 basis points. The advance rate was increased from 67.5% to 70% and expanded to include a triple C bucket with a 60% advance rate. The structuring fee was increased from 0.25% of the Maximum Facility Amount to 0.50% of the Maximum Facility Amount and will be paid in three equal installments (December 2021, December 2022, and December 2023). Updates were made to allow for more flexibility to move capital out of the facility subject to certain covenants. Except as described above, all other terms and provisions of the Agreement remain in full force and effect.

On March 22, 2022, the Company amended the Credit Agreement between Steele Creek Capital Funding I, LLC, BNP Paribas, and the Company as dated October 13, 2020 and as previously amended, (the “Agreement”). Material amendments to the Agreement include the interest rate being converted from LIBOR plus 140 basis points to SOFR plus 140 basis points plus 15 basis points. In addition, the Individual Lender Maximum Facility Amount increased from $80,000 thousand to $95,000 thousand and the language and requirements related to the Agreed Upon Procedures provided by independent accountants were amended to be more appropriate for the underlying collateral.

On August 23, 2022, the Company amended the Credit Agreement between Steele Creek Capital Funding I, LLC, BNP Paribas, and the Company as dated October 13, 2020 and as previously amended, (the “Agreement”). This amendment contained certain conforming changes that are not material.

On July 10, 2023, the Company amended the Credit Agreement between Steele Creek Capital Funding I, LLC, BNP Paribas, and the Company as dated October 13, 2020 and as previously amended. This amendment contained certain conforming changes that are not material.

The revolving period of the BNP Credit Facility ends on October 28, 2025, unless terminated earlier by the Company. The maturity date of the BNP Credit Facility is the earliest to occur of (a) October 28, 2026, and (b) the date on which the BNP gives notice to the Company, the Collateral Manager and the Equityholder following the occurrence of and during the continuation of an Event of Default that the entire Outstanding Principal Amount of Loans shall be due and payable. The stated maturity of October 28, 2026 may not be extended.

As of September 30, 2024 and December 31, 2023, there was $84,686 thousand and $86,316 thousand outstanding, respectively, and $10,314 thousand and $8,684 thousand available, respectively, to be drawn under the BNP Credit Facility. As of September 30, 2024 and December 31, 2023, the BNP Credit Facility had a fair value of $84,686 thousand and $86,316 thousand, respectively, and a weighted average interest rate of 6.86% and 6.59%, respectively. The fair value of the BNP Credit Facility is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions and is measured with Level 2 inputs. As of September 30, 2024 and December 31, 2023, Funding I was in compliance with all covenants of the BNP Credit Facility.

For the three and nine months ended September 30, 2024, we incurred interest and debt financing expense of $1,556 thousand and $4,600 thousand, respectively. The average debt outstanding for the three and nine months ended September 30, 2024 was $86,805 thousand and $86,122 thousand, respectively.

For the three and nine months ended September 30, 2023, we incurred interest and debt financing expense of $1,461 thousand and $4,097 thousand, respectively. The average debt outstanding for the three and nine months ended September 30, 2023 was $82,142 thousand and $81,652 thousand, respectively.

8. COMMITMENTS AND CONTINGENCIES

Commitments to extend credit include loan proceeds we are obligated to advance, such as delayed draws. Commitments generally have fixed expiration dates or other termination clauses. Unrealized gains or losses associated with unfunded commitments are recorded in the consolidated financial statements and reflected as an adjustment to the fair value of the related security in the Consolidated Schedule of Investments. As of September 30, 2024 and December 31, 2023, the Company had no unfunded commitments.

In the ordinary course of business, we may be a party to certain legal proceedings, including actions brought against us and others with respect to investment transactions. The outcomes of any such legal proceedings are uncertain and, as a result of these proceedings, the values of the investments to which they relate could decrease. We were not subject to any litigation against us as of September 30, 2024, of which we are aware. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Members nor any other person or entity shall be obligated personally for any such debt, obligation or liability of the Company.

9. FINANCIAL HIGHLIGHTS

The following financial highlights are calculated for the shareholders as a whole.

	Nine months ended September 30, 2024			Nine months ended September 30, 2023			Nine months ended September 30, 2022			Nine months ended September 30, 2021
Per share data:
Net asset value at beginning of period	$	9.71		$	8.93		$	10.90		$	10.76
Net investment income ⁽¹⁾		0.61			0.72			0.43			0.10
Net realized gain / (loss) ⁽¹⁾		(0.27	)		(0.25	)		0.05			0.58
Net change in unrealized appreciation / (depreciation) ⁽¹⁾		0.06			0.93			(2.03	)		(0.02	)
Net (decrease) increase in net assets resulting from operations ⁽¹⁾		0.40			1.40			(1.55	)		0.66
Stockholder distributions from income ⁽²⁾		(0.58	)		(0.57	)		(0.47	)		(0.50	)
Other ⁽³⁾		-			-			0.03			0.10
Net asset value at end of period	$	9.53		$	9.76		$	8.91		$	11.02

Net assets at end of period	$	55,154		$	56,200		$	48,960		$	44,086
Shares outstanding at end of period		5,786,217			5,758,737			5,492,264			4,001,831
Total return ⁽²⁾		4.22	%		16.21	%		(14.46	)%		7.18	%

Ratio/Supplemental data:
Ratio of net expenses excluding waivers and reversals to average net assets ⁽⁴⁾		16.01	%		16.16	%		10.65	%		11.98	%
Ratio of net expenses including waivers and reversals to average net assets ⁽⁴⁾		14.83	%		15.21	%		9.55	%		10.33	%
Ratio of net investment income to average net assets ⁽⁴⁾		8.13	%		10.08	%		5.47	%		1.16	%
Portfolio turnover ⁽⁵⁾		171.7	%		107.0	%		83.4	%		480.3	%

(1)

The per share data was derived by using the weighted average shares outstanding during the period.

(2)

Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share, if any, divided by the beginning NAV per share. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at the quarter end NAV per share preceding the distribution. Return calculations are not annualized.

(3)

Includes the impact of different amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of a period end or transaction date.

(4)

Ratios are annualized.

(5)

Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the periods reported. Ratio is not annualized.

10. SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date of issuance of these consolidated financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the consolidated financial statements other than those disclosed below.

On October 1, 2024, the Company issued and sold approximately 16,680 shares of its common stock to certain investors for an aggregate offering price of $159 thousand. The sale of its common stock was made pursuant to subscription agreements between the Company and the investors, and the issuance of the common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

On October 10, 2024, the Company had its quarterly distribution of approximately $1,120 thousand, of which approximately $492 thousand or approximately 51,637 shares were reinvested into the fund.

On October 18, 2024, the Company paid approximately $1,244 thousand for the approximately 130,455 shares tendered and accepted at the close of the September 2024 tender offer.

On October 18, 2024 the Company entered into a three-year secured revolving Credit Agreement (the “BoA Credit Agreement”) with Bank of America (“BoA”) as lender and administrative agent (the “BoA Credit Facility”) providing a maximum of $80,000 thousand (“BoA Maximum Facility Amount” to Steele Creek Capital Funding II, LLC (“Funding II”). The Company created a wholly owned subsidiary, Funding II, which will be used to hold the Company’s investments, and a first priority continuing security interest in, to and under each investment, all underlying investments and underlying assets has been granted to BoA to use as collateral for the BoA Credit Facility.

On October 18, 2024, the Company terminated the existing Credit Agreement with BNP and the wholly owned subsidiary, Funding I, is in the process of being closed. The collateral assets began moving from Funding I to Funding II. Funding I will remain open until all assets are moved and accounts are closed.

On November 1, 2024, the Company issued and sold approximately 40,165 shares of its common stock to certain investors for an aggregate offering price of $382 thousand. The sale of its common stock was made pursuant to subscription agreements between the Company and the investors, and the issuance of the common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

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

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,” “our,” or the “Company” refer to MSC Capital LLC prior to the Conversion (as defined herein), and Steele Creek Capital Corporation on and after the Conversion.

Forward-Looking Statements

Some of the statements in this report constitute forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. 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 our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially and these statements are not guarantees of future 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:

●

our future operating results;

●

our business prospects and the prospects of our portfolio companies;

●

the impact of investments that we expect to make;

●

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;

●

the ability of the Steele Creek Investment Management LLC (the “Investment Advisor”) to locate suitable investments for us and to monitor and administer our investments;

●

the ability of the Investment Advisor and its affiliates to attract and retain highly talented professionals;

●

risk associated with possible disruptions in our operations or the economy generally;

●

the timing of cash flows, if any, from the operations of the companies in which we invest;

●

the adequacy of our cash resources and working capital;

●

the ability of the companies in which we invest to achieve their objectives;

●

the dependence of our future success on the general economy and its effect on the industries in which we invest;

●

our ability to maintain our qualification as a BDC and as a RIC under the Code;

●

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

●

the adequacy, availability and pricing of our financing sources and working capital;

●

actual or potential conflicts of interest with the Investment Advisor and its affiliates;

●

our contractual arrangements and relationships with third parties;

●

our expected financings and investments;

●

the economic downturn, interest rate volatility, loss of key personnel, and the illiquid nature of our investments; and

●

the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file with the U.S. Securities and Exchange Commission (“SEC”) in the future, including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In addition, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements.

Overview

We are a financial services company that primarily invests in syndicated corporate bank loans, bonds, other debt securities, and structured products. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC and has elected to be treated for U.S. federal income tax purposes, and to qualify annually thereafter, as a RIC under the Code. We were formed on June 3, 2020 as a Delaware limited liability company under the name MSC Capital LLC. MSC Capital LLC was formed by Steele Creek Investment Management LLC, Moelis Asset and two affiliates. On October 7, 2020, MSC Capital LLC converted to a Maryland corporation (the “Conversion”), named Steele Creek Capital Corporation. On September 3, 2020, we formed a wholly-owned consolidated special purpose financing vehicle, Steele Creek Capital Funding I, LLC, a Delaware limited liability company. On August 28, 2024, we formed a wholly-owned special purpose financing vehicle, Steele Creek Capital Funding II, LLC (“Funding II”), a Delaware limited liability company. Funding II did not become operational until October 2024.

Our investment objective is to generate high current income by investing primarily in fixed income instruments, including broadly syndicated bank loans, structured products, mezzanine financings and senior secured bonds. We provide moderate liquidity to our shareholders by offering a quarterly share repurchase program. As of September 30, 2024, approximately 881,463 shares have been tendered through the share repurchase program. Broadly syndicated loans are generally more liquid than directly originated investments and may provide more attractive financing terms than less liquid assets. Mezzanine financings are generally unrated or below investment grade rated investments that have greater credit and liquidity risk than more highly rated debt obligations. Moreover, mezzanine financings are generally unsecured and subordinate to other obligations of the obligor and are subject to many of the same risks as those associated with high-yield debt securities.

Revenues

We generate revenue primarily in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments. We generally expect our debt investments to bear interest at a floating rate usually determined on the basis of a benchmark such as the London Inter-Bank Offered Rate (“LIBOR”) or Secured Overnight Financing Rate (“SOFR”). Interest on debt securities is generally payable monthly, quarterly or semi-annually. In some instances, we expect to receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments is expected to fluctuate significantly from period to period. Our portfolio activity is also expected to reflect the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of fees to our Investment Advisor under the Investment Advisory Agreement, and our allocable portion of overhead expenses under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

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our initial organization costs incurred prior to the commencement of our operations;

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operating costs incurred prior to the commencement of our operations;

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the cost of calculating our net asset value, including the cost of any third-party valuation services;

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the cost of effecting sales and repurchases of shares of our common stock and other securities, including in connection with the Private Offering;

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distribution and shareholder servicing fees payable to our dealer manager and financial intermediaries;

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fees payable to third parties relating to making investments, including our Investment Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;

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interest expense and other costs associated with our indebtedness;

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transfer agent and custodial fees;

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out-of-pocket fees and expenses associated with marketing efforts;

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federal and state registration fees and any stock exchange listing fees;

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U.S. federal, state and local taxes;

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Independent Directors’ fees and expenses;

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brokerage commissions and markups;

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fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;

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direct costs, such as printing, mailing, long distance telephone and staff;

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fees and expenses associated with independent audits and outside legal costs;

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costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and

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other expenses incurred by the Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject to the review and approval of our Board) of overhead.

From time to time, the Administrator or its affiliates may pay third-party providers of goods or services. We will reimburse the Administrator or such affiliates thereof for any such amounts paid on our behalf under the Administration Agreement. All of the foregoing expenses will ultimately be borne by our stockholders.

Our Investment Advisor is authorized to determine the broker to be used for each portfolio transaction. In selecting brokers to execute transactions, the Investment Advisor need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. In selecting brokers, the Investment Advisor may or may not negotiate “execution only” commission rates and thus we may be deemed to be paying for other services provided by the broker that are included in the commission rate. In negotiating commission rates, the Investment Advisor will take into account the financial stability and reputation of the broker and the brokerage, research and other services provided to us, the Investment Advisor and other customers of the Investment Advisor and its affiliates by such broker, even though we may not, in any particular instance, be the direct or indirect beneficiaries of the research or other services provided and the management fee payable to the Investment Advisor is not reduced because it receives such services. In addition, the Investment Advisor may direct commissions to certain brokers that on the foregoing basis may furnish other services to us, the Investment Advisor and other customers of the Investment Advisor and its affiliates, such as telephone lines, news and quotation equipment, electronic office equipment, account record keeping and clerical services, trading software, financial publications and economic consulting services. As a result of the brokerage practices described above, the levels of commission paid, and prices paid or received by us in portfolio transactions may be less favorable than in portfolio transactions effected on a best price and execution basis.

Compensation Paid to the Dealer Manager and Participating Financial Intermediaries

The Company has engaged S2K Financial LLC as dealer manager to assist with the placement of the Company’s shares (“Dealer Manager”). Investors will pay a maximum upfront sales load of up to 5.5% of the Company’s net asset value per share for combined upfront selling commissions and dealer manager fees. Investors will pay a maximum upfront selling commission of 3.0% and a maximum dealer manager fee of 2.5%. The purchase price paid by an investor will be the Company’s net asset value per share plus all upfront selling commissions and dealer manager fees. All or a portion of selling commissions and dealer manager fees may be reduced or eliminated in connection with certain categories of sales such as, without limitation, sales through investment advisers or sales to our affiliates.

The Company will pay to the Dealer Manager a shareholder servicing fee (“Shareholder Servicing Fee”) at a maximum annual rate equal to 0.0% of the Company’s net assets up to $28,200 thousand and of 1.0% of the Company’s net assets over $28,200 thousand. The Shareholder Servicing Fee will be payable on a monthly basis. With respect to each share sold, the Shareholder Servicing Fee will be paid until the third anniversary of the applicable month of purchase. All or a portion of which may be reallowed by the Dealer Manager to participating Financial Intermediaries. The purpose of the Shareholder Servicing Fee is to reimburse our Dealer Manager for costs incurred by selected Financial Intermediaries and investment representatives for providing ongoing shareholder services. The Shareholder Servicing Fee is paid pursuant to a Servicing Plan adopted by the Board, including a majority of the Independent Directors and who have no direct or indirect financial interest in the operation of the Servicing Plan or in any agreements entered into in connection therewith. The Servicing Plan will remain in effect for so long as such continuance is reapproved annually by the Board.

The Investment Advisor or its affiliates, in Investment Advisor’s discretion and from their own resources, will pay additional compensation to our Dealer Manager in connection with the sale and servicing of shares (“Additional Compensation”). In return for the Additional Compensation, the Company may receive certain marketing advantages. Our Dealer Manager may reallow all or a portion of the Additional Compensation to participating Financial Intermediaries. The Additional Compensation will not be paid by our shareholders.

Current Market Conditions

The syndicated loan market was active closing out the third quarter with over $200BN of issuance, despite the summer slowdown and short period of volatility stemming from the weaker than expected jobs report in August. Notably, ~20% of volume consisted of M&A and LBO loans, which is up over 70% since Q2 and the highest recorded volume since Q1 2022 according to CreditSights. Strong CLO creation continued to meet supply leading to a relatively flat technical backdrop. The Credit Suisse Leveraged Loan index average bid price was little changed for the quarter at 95.62, from 95.68 in Q2. The index returned 2.08% in the quarter driven by the interest component and rating upgrades to downgrades for the index constituents were 0.56:1 vs. 0.84:1 in Q2.

Portfolio and Investment Activity

As of September 30, 2024, our portfolio had a fair market value of approximately $126,386 thousand, a cost basis of approximately $129,801 thousand and was comprised of investments, measured at fair value. Our loan portfolio consisted of 196 investments in 26 industries and in 8 domiciled countries. The following table depicts a summary of the portfolio as of September 30, 2024 (in thousands):

	Investments
Cost	$	129,801
Cumulative Net Unrealized Depreciation		(3,415	)
Fair Value	$	126,386
Yield at Cost		8.42	%

As of December 31, 2023, our portfolio had a fair market value of approximately $138,533 thousand, a cost basis of approximately $142,333 thousand and was comprised of investments, measured at fair value. Our loan portfolio consisted of 205 investments in 26 industries and in 8 domiciled countries. The following table depicts a summary of the portfolio as of December 31, 2023 (in thousands):

	Investments
Cost	$	142,333
Cumulative Net Unrealized Depreciation		(3,800	)
Fair Value	$	138,533
Yield at Cost		9.46	%

As of September 30, 2024, 100.0% of the term loan investments in the portfolio bore interest at floating rates, with 49.7% of our loan portfolio (at fair value) and 50.7% of our loan portfolio (at cost) having an interest rate floor above 0.0%. Given the current interest rate environment in the United States SOFR base rates are above the floors in effect as of quarter end. Base rates on 100.0% of the loans in the portfolio exceed the stated floors.

As of December 31, 2023, 100.0% of the term loan investments in the portfolio bore interest at floating rates, with 72.4% of our loan portfolio (at fair value) and (at cost) having an interest rate floor above 0.0%. Recent interest rate increases announced in the United States have driven the SOFR base rates above the floors in effect as of year-end. Base rates on 100.0% of the loans in the portfolio exceed the stated floors.

The portfolio is actively managed, with a turnover ratio of 171.7% and 107.0% for the nine months ended September 30, 2024 and 2023, respectively. Our loan portfolio rotation was reflective of the active management style, which seeks to optimize the portfolio based on current market conditions by rotating into positions that have better relative values. The annualized average yield as of September 30, 2024 and 2023 on the investment was 8.64% and 9.87%, respectively. The following tables depict the portfolio activity (in thousands).

	Three months ended September 30, 2024			Nine months ended September 30, 2024
Fair Value, Beginning	$	138,333		$	138,533
Purchases		61,066			233,425
Sales and Repayments		(72,659	)		(244,590	)
Payment in-kind interest income		56			134
Non-cash income accrual		45			181
Net realized gains (losses)		(53	)		(1,682	)
Net unrealized appreciation (depreciation)		(402	)		385
Fair Value, Ending	$	126,386		$	126,386

	Three months ended September 30, 2023			Nine months ended September 30, 2023
Fair Value, Beginning	$	129,281		$	127,619
Purchases		56,836			144,118
Sales and Repayments		(51,473	)		(139,561	)
Payment in-kind interest income		4			222
Non-cash income accrual		97			305
Net realized gains (losses)		1			(1,418	)
Net unrealized appreciation (depreciation)		1,851			5,312
Fair Value, Ending	$	136,597		$	136,597

	Three months ended September 30, 2024			Nine months ended September 30, 2024
Investments, Beginning		209			205
Purchases (new)		53			220
Complete exit		(66	)		(229	)
Investments, Ending		196			196

	Three months ended September 30, 2023			Nine months ended September 30, 2023
Investments, Beginning		169			164
Purchases (new)		56			129
Complete exit		(35	)		(103	)
Investments, Ending		190			190

The portfolio was diversified across both issuers and industries with the average investment exposure in our portfolio of $645 thousand at fair value, or 0.5% of the total portfolio, as of the nine months ended September 30, 2024. The following table shows the portfolio composition by industry grouping at fair value as a percentage of the total portfolio as of September 30, 2024:

Industry	As of September 30, 2024
Services: Business		14.8	%
Banking, Finance, Insurance & Real Estate		12.7	%
Healthcare & Pharmaceuticals		11.2	%
Construction & Building		7.0	%
Hotel, Gaming & Leisure		6.0	%
High Tech Industries		5.6	%
Telecommunications		5.4	%
Chemicals, Plastics & Rubber		4.7	%
Aerospace & Defense		3.8	%
Containers, Packaging & Glass		3.6	%
Retail		2.7	%
Automotive		2.5	%
Energy: Electricity		2.2	%
Energy: Oil & Gas		2.2	%
Media: Broadcasting & Subscription		2.2	%
Transportation: Consumer		2.1	%
Transportation: Cargo		2.0	%
Capital Equipment		2.0	%
Services: Consumer		1.6	%
Beverages, Food & Tobacco		1.3	%
Utilities: Electric		1.2	%
Consumer Goods: Durable		0.8	%
Media: Advertising, Printing & Publishing		0.8	%
Metals & Mining		0.7	%
Consumer Goods: Non-durable		0.6	%
Forest Products & Paper		0.3	%
		100.0	%

The portfolio was diversified across both issuers and industries with the average investment exposure in our loan portfolio of $676 thousand at fair value, or 0.5% of the total portfolio, as of the year ended December 31, 2023. The following table shows the loan portfolio composition by industry grouping at fair value as a percentage of total loans as of December 31, 2023:

Industry	As of December 31, 2023
Services: Business		13.4	%
Banking, Finance, Insurance & Real Estate		12.0	%
Healthcare & Pharmaceuticals		11.6	%
High Tech Industries		7.2	%
Aerospace & Defense		5.6	%
Telecommunications		4.9	%
Chemicals, Plastics, & Rubber		4.5	%
Hotel, Gaming & Leisure		4.2	%
Transportation: Consumer		3.8	%
Construction & Building		3.7	%
Consumer Goods: Durable		3.2	%
Automotive		3.1	%
Energy: Oil & Gas		2.7	%
Transportation: Cargo		2.7	%
Energy: Electricity		2.5	%
Retail		2.4	%
Capital Equipment		2.3	%
Services: Consumer		2.3	%
Containers, Packaging & Glass		2.1	%
Media: Broadcasting & Subscription		1.5	%
Beverages, Food & Tobacco		1.3	%
Media: Advertising, Printing & Publishing		1.2	%
Consumer Goods: Non-durable		0.8	%
Utilities: Electric		0.5	%
Forest Products & Paper		0.3	%
Environmental Industries		0.2	%
		100.0	%

Results of Operations

Operating results were as follows (in thousands):

	Three months ended September 30, 2024			Nine months ended September 30, 2024
Investment income:
Interest income	$	3,263		$	10,099
Payment in-kind interest income		56			134
Other income		3			62
Total investment income		3,322			10,295

Expenses:
Management fees		460			1,385
Interest and debt financing expenses		1,556			4,600
Professional fees		124			333
Incentive fees		40			96
Administration expenses		52			202
Directors’ fees		20			60
Legal fees – paid by Moelis Asset		11			11
Custody fees		12			35
Other general and administrative expenses		123			493
Total expenses		2,398			7,215
Less: management fees waived		(129	)		(705	)
Less: incentive fee waived		-			-
Net expenses		2,269			6,510
Net investment income		1,053			3,785
Net realized (loss) gain on investments		(53	)		(1,682	)
Net unrealized appreciation (depreciation) on investments		(402	)		385
Net realized and unrealized gain (loss) on investments		(455	)		(1,297	)
Net increase (decrease) in net assets	$	598		$	2,488

	Three months ended September 30, 2023			Nine months ended September 30, 2023
Investment income:
Interest income	$	3,550		$	9,804
Payment in-kind interest income		4			222
Other income		35			35
Total investment income		3,589			10,061

Expenses:
Management fees		400			1,147
Interest and debt financing expenses		1,461			4,097
Professional fees		95			285
Incentive fees		85			161
Administration expenses		61			176
Directors’ fees		20			60
Custody fees		11			34
Other general and administrative expenses		200			510
Total expenses		2,333			6,470
Less: management fees waived		(68	)		(495	)
Less: incentive fee waived		-			(8	)
Net expenses		2,265			5,967
Net investment income		1,324			4,094
Net realized (loss) gain on investments		1			(1,418	)
Net unrealized appreciation (depreciation) on investments		1,851			5,312
Net realized and unrealized gain (loss) on investments		1,852			3,894
Net increase (decrease) in net assets	$	3,176		$	7,988

Investment Income

Investment income is recorded on the accrual basis to the extent that such amounts are expected to be collected. Where applicable, OID and purchased discounts and premiums are accreted into interest income using the effective interest method. Loan origination fees are deferred and accreted into interest income using the effective interest method. We record prepayment premiums on loans and other investments as interest income when such amounts are received. Investment income for the three and nine months ended September 30, 2024 was approximately $3,322 thousand and $10,295 thousand, respectively. Investment income for the three and nine months ended September 30, 2023 was approximately $3,589 thousand and $10,061 thousand, respectively.

Total Expenses

Total expenses for the three and nine months ended September 30, 2024 of approximately $2,398 thousand and $7,215 thousand, respectively. Total expenses for the three and nine months ended September 30, 2023 of approximately $2,333 thousand and $6,470 thousand, respectively. Total expenses include management, incentive, audit and tax preparation fees, organizational costs, offering costs, interest and debt financing costs, directors’ fees, administration expenses and other general and administrative expenses. Expenses are recognized on an accrual basis.

For the three and nine months ended September 30, 2024, the Investment Advisor waived $129 thousand and $705 thousand of management fees and did not waive any income incentive fees, respectively. The actions taken by the Investment Advisor effectively reduced total expenses incurred by the Company for the three and nine months ended September 30, 2024 of approximately $2,398 thousand to approximately $2,269 thousand and $7,215 thousand to approximately $6,510 thousand, respectively.

For the three and nine months ended September 30, 2023, the Investment Advisor waived $68 thousand and $495 thousand of management fees and zero and $8 thousand of income incentive fees, respectively. The actions taken by the Investment Advisor effectively reduced total expenses incurred by the Company for the three and nine months ended September 30, 2023 of approximately $2,333 thousand to approximately $2,265 thousand and approximately $6,470 thousand to approximately $5,967 thousand, respectively.

Net Realized Gain and Losses on Investments

Sales and repayments of investments during the three and nine months ended September 30, 2024 totaled approximately $72,659 thousand and $244,590 thousand, respectively, resulting in net realized loss of approximately $53 thousand for the three months ended September 30, 2024 and a net realized loss of $1,682 thousand for the nine months ended September 30, 2024.

Sales and repayments of investments during the three and nine months ended September 30, 2023 totaled approximately $51,473 thousand and $139,561 thousand, respectively, resulting in net realized gain of approximately $1 thousand and net realized loss of approximately $1,418 thousand, respectively.

Net Unrealized Appreciation or Depreciation on Investments

Unrealized depreciation for the three months ended September 30, 2024 totaled approximately $402 thousand. Unrealized appreciation for the nine months ended September 30, 2024 totaled approximately $385 thousand, respectively. Unrealized appreciation during the three and nine months ended September 30, 2023 totaled approximately $1,851 thousand and $5,312 thousand, respectively. This activity reflects the changes in fair value of investments as determined in compliance with the Investment Advisor’s valuation policy.

Taxes

We elected to be treated, and intend to qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, or investment company taxable income, determined without regard to any deduction for dividends paid.

Although not required for us to maintain our RIC tax status, in order to avoid the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute dividends for U.S. federal income tax purposes to our stockholders in respect of each calendar year of an amount at least equal to the Excise Tax Avoidance Requirement.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gain recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

We have formed and expect to continue to form certain taxable subsidiaries, including the Taxable Subsidiary, which are taxed as corporations. These taxable subsidiaries allow us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from the net proceeds of any offering of shares of our common stock and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of the Private Offering. Our primary use of cash is investments in portfolio companies, payments of our expenses and payment of cash distributions to our stockholders.

Capital Contributions

For the three and nine months ended September 30, 2024, the Company issued and sold 27,486 and 158,974 shares of Common Stock with a par value of $0.001 per share for an aggregate offering price of $265 thousand and $1,534 thousand, respectively. For the three and nine months ended September 30, 2023, the Company issued and sold 54,347 and 245,507 shares of Common Stock with a par value of $0.001 per share for an aggregate offering price of $523 thousand and $2,274 thousand, respectively.

The sale of its common stock was made pursuant to subscription agreements between the Company and the investors, and the issuance of the common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

Our shares of common stock constitute illiquid investments for which there is not, and will likely not be, a secondary market at any time prior to a public offering and listing of our shares on a national securities exchange. There can be no guarantee that we will conduct a public offering and list our shares on a national securities exchange. Investment in the Company is suitable only for sophisticated investors and requires the financial ability and willingness to be exposed to higher liquidity risk than would be the case were the securities publicly listed and actively traded.

We provide moderate liquidity to our shareholders by offering a quarterly share repurchase program. During the three and nine months ended September 30, 2024, approximately 629,851 shares and 743,479 shares were tendered, respectively. During the three and nine months ended September 30, 2023, approximately 15,844 shares and 129,843 shares were tendered, respectively.

For the three and nine months ended September 30, 2024 and 2023, no shares were reinvested.

As of November 12, 2024, 5,764,244 shares of the Company’s Common Stock was issued and outstanding.

Borrowings

October 13, 2020, we entered into a two-year secured revolving Credit Agreement (the “Credit Agreement”) with BNP Paribas (“BNP”) as lender and administrative agent (the “BNP Credit Facility”) providing a maximum of $45,000 thousand (“Maximum Facility Amount”) to Steele Creek Capital Funding I, LLC (“Funding I”). The Company created a wholly owned subsidiary, Funding I, which it will use to hold the Company’s investments, and a first priority continuing security interest in, to and under each investment, all underlying investments and underlying assets has been granted to BNP to be used as collateral for the BNP Credit Facility. During the BNP Credit Facility’s revolving period, it bears interest at LIBOR plus 175 basis points. We believe that our capital resources will provide us with the flexibility to take advantage of market opportunities when they arise.

On April 29, 2021, Funding I executed an amendment to the BNP Credit Facility. The amendment solidified the LIBOR transition to SOFR for the planned discontinuation of LIBOR. The amendment also increased the Individual Lender Maximum Facility Amount from $45,000 thousand to $80,000 thousand.

On October 28, 2021, the Company executed an additional amendment to the Credit Agreement. Material amendments included at this time include the revolving period being extended 36 months, from 12 months to 48 months and the interest rate being reduced from LIBOR plus 175 basis points to LIBOR plus 140 basis points. The advance rate was increased from 67.5% to 70% and expanded to include a triple C bucket with a 60% advance rate. The structuring fee was increased from 0.25% of the Maximum Facility Amount to 0.50% of the Maximum Facility Amount and will be paid in three equal installments (December 2021, December 2022, and December 2023). Updates were made to allow for more flexibility to move capital out of the facility subject to certain covenants. Except as described above, all other terms and provisions of the Agreement remain in full force and effect.

On March 22, 2022, the Company amended the Credit Agreement between Steele Creek Capital Funding I, LLC, BNP Paribas, and the Company as dated October 13, 2020 and as previously amended. Material amendments to the Agreement include the interest rate being converted from LIBOR plus 140 basis points to SOFR plus 140 basis points plus 15 basis points. In addition, the Individual Lender Maximum Facility Amount increased from $80,000 thousand to $95,000 thousand and the language and requirements related to the Agreed Upon Procedures provided by independent accountants were amended to be more appropriate for the underlying collateral.

On August 23, 2022, the Company amended the Credit Agreement between Steele Creek Capital Funding I, LLC, BNP Paribas, and the Company as dated October 13, 2020 and as previously amended. This amendment contained certain conforming changes that are not material.

For the three and nine months ended September 30, 2024, we had an average of $86,805 thousand and $86,122 thousand outstanding under the BNP Credit Facility, respectively. For the three and nine months ended September 30, 2023, we had an average of $82,142 thousand and $81,652 thousand outstanding under the BNP Credit Facility, respectively.

Distribution Policy

To the extent that we have income available, we intend to distribute quarterly dividends to our stockholders. Our quarterly dividends, if any, will be determined by our Board. Any dividends to our stockholders will be declared out of assets legally available for distribution.

We intend for the Company to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code. To obtain and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses (“investment company taxable income”), determined without regard to any deduction for dividends paid. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses (“capital gain net income”), adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we previously paid no U.S. federal income tax.

We currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to you. If this happens, you will be treated for U.S. federal income tax purposes as if you had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, you would be eligible to claim a tax credit equal to your allocable share of the tax we paid on the capital gains deemed distributed to you. We cannot assure you that we will achieve results that will permit us to pay any cash distributions, and if we issue senior securities, we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the terms of any of our borrowings.

Asset Coverage

In accordance with the 1940 Act, the Company has historically only been allowed to borrow amounts such that its “asset coverage,” as defined in the 1940 Act, is at least 200% after such borrowing, permitting the Company to borrow up to one dollar for investment purposes for every one dollar of investor equity. “Asset coverage” generally refers to a company’s total assets, less all liabilities and indebtedness not represented by “senior securities,” as defined in the 1940 Act, divided by total senior securities representing indebtedness and, if applicable, preferred stock. “Senior securities” for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock.

On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On October 5, 2020, the Board and the Members of MSC Capital LLC voted to approve the adoption of the reduced asset coverage ratio.

As of September 30, 2024 and December 31, 2023, the Company had total senior securities of $84,686 thousand and $86,316 thousand, respectively, consisting of borrowings under the Credit Facility, and had asset coverage ratios of 165.1% and 171.7%, respectively. For a discussion of certain risks associated with the reduction of the required minimum asset coverage ratio applicable to the Company, see “Risk Factors — Risks Related to Our Business and Structure — The SBCAA allows us to incur additional leverage, which may increase the risk of investing with us.”

Critical Accounting Policies

Valuation Procedures

Under procedures established by our Board and in accordance with the 1940 Act, our Investment Advisor values investments for which market quotations are readily available at such market quotations. Assets listed on an exchange will be valued at their last sales prices as reported to the consolidated quotation service at 4:00 P.M. eastern time on the date of determination. If no such sales of such securities occurred, such securities will be valued at the mean between the last available bid and ask prices as reported by an independent, third-party pricing service on the date of determination. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at fair value, subject at all times to the oversight and approval of our Board. Such determination of fair values may involve subjective judgments and estimates, although we will also engage independent valuation providers to review the valuation of each portfolio investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation at least once annually. With respect to unquoted securities, our Investment Advisor, together with our independent valuation advisors, and subject at all times to the oversight and approval of our Board, will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. We have retained one or more independent providers of financial advisory services to assist the Investment Advisor and the Board by performing certain limited third-party valuation services. We may appoint additional or different third-party valuation firms in the future.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio company or comparable company, our Board will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by our Investment Advisor under the supervision of our Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty 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 readily available market quotations existed for such investments, and the differences could be material.

ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below.

Level 1 – Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2 – Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.

Level 3 – Valuations are based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and it considers factors specific to the investment.

With respect to investments for which market quotations are not readily available, our Investment Advisor will undertake a multi-step valuation process each quarter, as described below:

●

Investments for which no such market prices are available or reliable will be preliminarily valued at such value as the Investment Advisor may reasonably determine, which may include third-party valuations;

●

At least once annually, the valuation for each portfolio investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation will be reviewed by an independent valuation firm; and

●

Our Investment Advisor will then discuss valuations and determine the fair value of each investment in our portfolio in good faith, based on the input of the respective independent valuation firms.

Investment Transactions, Realized/Unrealized Gains or Losses, and Income Recognition

Investment transactions are recorded on a trade date basis (for publicly-traded investments and securities traded through dealer markets) or upon closing of the transaction (for private investments). The cost of an investment includes all costs incurred by the Company as part of the purchase of such investment. The difference between the initially recognized cost and the subsequent fair value measurement of an investment is reflected as “net change in unrealized appreciation on non-controlled/non-affiliated company investments” on the Consolidated Statements of Operations.

Realized gain or loss from an investment is recorded at the time of disposition and calculated using the weighted average cost method. Unrealized gain or loss reflects the changes in fair value of investments as determined in compliance with the Investment Advisor’s valuation policy.

Interest 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. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Adviser and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.

Management and Incentive Fees

The base management fee and the income-based incentive fees are expensed each quarter and payable in arrears. Additionally, we accrue a capital gains-based incentive fee quarterly that is paid annually in arrears. The accrual for the capital incentive fee includes the recognition of incentive fee on unrealized capital gains, even though such incentive fee is neither earned nor payable to the Adviser until the gains are both realized and in excess of unrealized depreciation on investments. The amount of capital gains incentive fee expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Company’s portfolio as of period end and the termination of the Advisory Agreement on such date. Also, it should be noted that while we accrue the capital incentive fee quarterly, the expense will fluctuate with the Company’s overall investment results and the expense will be finalized at year end.

Expenses

For the three and nine months ended September 30, 2024, the Company incurred expenses of approximately $2,398 thousand and $7,215 thousand, respectively. For the three and nine months ended September 30, 2023, the Company incurred expenses of approximately $2,333 thousand and $6,470 thousand, respectively. The expenses are primarily related to management fees, incentive fees, interest and debt financing expenses, organization expenses, professional fees, directors’ fees, offering costs and administration and custodian fees. Expenses are recognized on an accrual basis.

Federal Income Taxes

We have elected to be treated, and to qualify annually, as a RIC under Subchapter M of the Code. 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.

Investment Income

For debt investments, we record interest income on the accrual basis to the extent that such amounts are expected to be collected. OID and purchased discounts and premiums are accreted/amortized into interest income using the effective interest method, where applicable. Loan origination fees are deferred and accreted into interest income using the effective interest method. We record prepayment premiums on loans and other investments as interest income when such amounts are received. We stop accruing interest on investments when it is determined that interest is no longer collectible. As of September 30, 2024 and 2023 we had no loans on non-accrual status.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Realized gains and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the identified cost basis method for financial reporting.

Contractual Obligations

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. These instruments include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of September 30, 2024 and December 31, 2023, we had no outstanding commitments comprised of investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded.

Related Party Transactions

The Company may, from time to time, purchase investments from, or sell investments to affiliates of our Investment Advisor at fair value on the trade date. For the three and nine months ended September 30, 2024 and 2023, there were no purchases of investments from or sales of investments to affiliates of our Investment Advisor.

For the three and nine months ended September 30, 2024 and 2023, the Company incurred $20 thousand and $60 thousand in directors’ fees expense.

Organizational and Offering Expenses

For the three and nine months ended September 30, 2024 and 2023 the Company did not incur organizational or offering expenses. Organizational costs are expensed as incurred and offering cost are amortized over a twelve-month period.

Investment Advisory Agreement

We have initially entered into the Investment Advisory Agreement with the Investment Advisor, an affiliate of Moelis Asset, which was approved by our Board and our sole stockholder for an initial two-year term, under which the Investment Advisor, subject to the overall supervision of our Board manages the day-to-day operations of and provides investment advisory services to us. Subsequent to that two-year term, the Board has approved the Investment Advisory Agreement of Investment Advisor for renewal annually.

On August 9, 2024, the Board approved the renewal of the Investment Advisory Agreement.

The base management fee is calculated at a maximum annual rate of 1.0% of the average of the weighted average (based on the number of shares outstanding each day in the quarter) of our gross assets (including uninvested cash and cash equivalents) at the end of each of the two most recently completed calendar quarters. On August 13, 2021, the Board agreed to make investments rather than gross assets the basis for their fee to be more in line with the waivers implemented for management fees. Net management fees for the three and nine months ended September 30, 2024 were $331 thousand and $680 thousand, respectively. Net management fees for the three and nine months ended September 30, 2023 and were $332 thousand and $652 thousand, respectively. The Company elected to waive a portion of the management fee and charged management fees on investments rather than gross assets. The Investment Advisor has agreed to a 6.0% priority dividend to shareholders before receiving a fee for the services it provides to the Company.

Administration Agreement

We have initially entered into the Administration Agreement with the Administrator, an affiliate of Moelis Asset, which was approved by our Board and our sole stockholder for an initial two-year term, under which the Administrator, subject to the overall supervision of our Board manages the day-to-day operations of, and provides office space, office services and equipment and other administration services to us. Subsequent to that two-year term, the Board has approved the Administration Agreement of Administrator for renewal annually.

Recent Developments

On October 10, 2024, the Company had its quarterly distribution of approximately $1,120 thousand, of which approximately $492 thousand or approximately 51,637 shares were reinvested into the fund.

On October 18, 2024, the Company paid approximately $1,244 thousand for the approximately 130,455 shares tendered and accepted at the close of the September 2024 tender offer.

On November 1, 2024, the Company issued and sold 40,165 shares of its common stock to certain investors for an aggregate offering price of $382 thousand. The sale of its common stock was made pursuant to subscription agreements between the Company and the investors, and the issuance of the common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

We are subject to financial market risks, including changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. 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.

As of September 30, 2024, 100.0% of our loan portfolio bore interest at floating rates with 49.7% (at fair value) having an interest rate floor between 0.50% and 1.00%. The floating rate loans are usually based on a SOFR (or an alternative risk-free floating interest rate index) rate and typically have durations ranging from one to nine months, after which they reset to current market interest rates. Floating rate investments subject to a floor generally reset to the current market index after one to nine months if the index exceeds the floor. For positions with an interest rate floor, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor. Given the current interest rate environment in the United States SOFR base rates are above the floors in effect as of quarter end. Base rates on 100% of the portfolio exceeds the stated floors.

Assuming that the consolidated statement of assets and liabilities as of September 30, 2024 was to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates:

	As of September 30, 2024
Basis Point Changes	Interest Income			Interest Expense			Net Income
Up 300 basis points	$	3,904		$	(2,604	)	$	1,300
Up 200 basis points		2,602			(1,736	)		866
Up 100 basis points		1,301			(868	)		433
Down 100 basis points		(1,301	)		868			(433	)
Down 200 basis points		(2,601	)		1,736			(865	)
Down 300 basis points		(3,902	)		2,604			(1,298	)

Although management believes that this measure is indicative of our sensitivity to interest rates, it does not reflect any potential impact to the fair value of our investments as a result of changes to interest rates, nor does it adjust for potential changes in the credit market, credit quality, size and composition of the assets in our consolidated statement of assets and liabilities and other business developments that could affect the net increase/(decrease) in net assets resulting from operations or net investment income. Accordingly, no assurances can be given that actual results would not differ materially from those shown above.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2024, we, including our Chief Executive Officer and Chief Financial Officer, evaluated 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, as amended (the “Exchange Act”). Based on that evaluation, our management, including the 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 such possible controls and procedures.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act.

In connection with the preparation of this quarterly report, our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making that assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 framework). Based on its assessment, our management concluded that, as of September 30, 2024, our internal control over financial reporting was effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a 15(f) of the Exchange Act) that occurred during the period ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our 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 loans to or other contracts with our portfolio companies.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report on Form 10-K”), which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Other than the risk factors below, during the three months ended September 30, 2024, there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K.

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

None.

Item 3. Default Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the fiscal quarter ended September 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

Item 6. Exhibits, Financial Statement Schedules

Exhibit Index
3.1		Form of Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to Registrant’s Amendment No. 1 to Registration Statement on Form 10 (File No. 000-56189) filed on November 9, 2020).

3.2		Bylaws (Incorporated by reference to Exhibit 3.2 to Registrant’s Amendment No. 1 to Registration Statement on Form 10 (File No. 000-56189) filed on November 9, 2020).

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

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

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

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

101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)

*	Filed herewith

SIGNATURES

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

	Steele Creek Capital Corporation

Date: November 12, 2024	/s/ Glenn Duffy
	Name:	Glenn Duffy
	Title:	Chief Executive Officer, Chief Investment Officer, and President (Principal Executive Officer)

Date: November 12, 2024	/s/ Douglas Applegate Jr.
	Name:	Douglas Applegate Jr.
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)