ThZeal - The Zeal

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended September 30, 2023


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 814-01378

BLACKROCK DIRECT LENDING CORP.

(Exact Name of Registrant as Specified in Charter)


Delaware	85-3439073
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification No.)

2951 28th Street, Suite 1000
Santa Monica, California	90405
(Address of Principal Executive Offices)	(Zip Code)

(310) 566-1094

(Registrant’s telephone number, including area code)

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


None	Not applicable	Not applicable
(Title of each class)	(Trading Symbol(s) )	(Name of each exchange where registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No☒

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 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):


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 a 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 September 30, 2023, there was no established public market for the Registrant's shares of common stock.

The number of the Registrant's shares of common stock outstanding on November 2, 2023 was 22,265,809.

BLACKROCK DIRECT LENDING CORP.

FORM 10-Q

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS


Part I.	Financial Information

Item 1.	Financial Statements

	Statements of Assets and Liabilities as of September 30, 2023 (Unaudited) and December 31, 2022	3

	Statements of Operations for the three and nine months ended September 30, 2023 (Unaudited) and September 30, 2022 (Unaudited)	4

	Statements of Changes in Net Assets for the three and nine months ended September 30, 2023 (Unaudited) and September 30, 2022 (Unaudited)	5

	Statements of Cash Flows for the nine months ended September 30, 2023 (Unaudited) and September 30, 2022 (Unaudited)	6

	Schedules of Investments as of September 30, 2023 (Unaudited) and December 31, 2022	7

	Notes to Financial Statements (Unaudited)	22

	Schedules of Restricted Securities of Unaffiliated Issuers as of September 30, 2023 (Unaudited) and December 31, 2022	35

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48

Item 4.	Controls and Procedures	48

Part II.	Other Information

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	50

Item 3.	Defaults upon Senior Securities	50

Item 4.	Mine Safety Disclosures	50

Item 5.	Other Information	50

Item 6.	Exhibits	51

BlackRock Direct Lending Corp.

Statements of Assets and Liabilities


	September 30, 2023		December 31, 2022
Assets	(Unaudited)
Investments, at fair value:
Non-controlled, non-affiliated investments (cost of $258,647,857 and $218,927,364, respectively)	$	253,455,024	$	213,433,199
Total investments (cost of $258,647,857 and $218,927,364, respectively)		253,455,024		213,433,199

Cash and cash equivalents		5,272,785		2,856,829
Interest receivable		2,732,936		1,856,577
Deferred debt issuance costs		69,192		141,719
Deferred offering costs		62,445		107,049
Prepaid expenses and other assets		87,596		259,214
Total assets		261,679,978		218,654,587

Liabilities
Debt (net of deferred issuance costs of $14,762 and $15,167, respectively)		27,595,238		37,594,833
Payable for investments purchased		1,011,696		272,997
Incentive fees payable (Note 3)		863,801		—
Interest and debt related payables		97,996		113,192
Reimbursements due to the Advisor		89,796		285,287
Dividend payable		—		4,350,000
Management fees payable		—		445,634
Accrued expenses and other liabilities		483,143		483,168
Total liabilities		30,141,670		43,545,111

Commitments and contingencies (Note 5)

Net assets	$	231,538,308	$	175,109,476

Composition of net assets applicable to common stockholders
Common stock, $0.001 par value; 300,000,000 shares authorized, 22,265,809 and 17,459,576 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	$	22,266	$	17,460
Paid-in capital in excess of par		230,419,294		180,302,036
Distributable earnings (loss)		1,096,748		(5,210,020	)
Total net assets		231,538,308		175,109,476
Total liabilities and net assets	$	261,679,978	$	218,654,587

Net assets per share	$	10.40	$	10.03

See accompanying notes to the financial statements.

BlackRock Direct Lending Corp.

Statements of Operations (Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
Investment income	2023			2022			2023			2022
Interest income (excluding PIK):
Non-controlled, non-affiliated investments	$	7,814,279		$	4,521,415		$	22,366,212		$	10,135,998
PIK income:
Non-controlled, non-affiliated investments		562,163			—			1,044,504			148,344
Other income:
Non-controlled, non-affiliated investments		10,477			109,630			47,501			154,719
Total investment income		8,386,919			4,631,045			23,458,217			10,439,061

Operating expenses
Incentive fees earned		863,801			—			3,665,612			201,710
Interest and other debt expenses		551,056			564,184			2,130,139			1,236,229
Management fees		538,315			358,236			1,534,640			935,864
Professional fees		188,113			94,765			312,867			293,123
Administrative expenses		71,844			84,796			224,217			286,181
Director fees		31,000			40,000			94,500			121,000
Custody and transfer agent fees		19,207			14,609			55,590			38,128
Insurance expense		10,381			6,896			23,949			20,464
Incentive fees on capital gains (1)		—			—			—			(165,778	)
Other operating expenses		66,594			80,628			234,644			183,510
Total operating expenses		2,340,311			1,244,114			8,276,158			3,150,431

Net investment income before taxes		6,046,608			3,386,931			15,182,059			7,288,630

Excise tax expense		—			—			1,809			—
Net investment income		6,046,608			3,386,931			15,180,250			7,288,630

Realized and unrealized gain (loss)
Net realized gain (loss):
Non-controlled, non-affiliated investments		(34,595	)		—			(39,363	)		4,041
Change in net unrealized appreciation (depreciation)
Non-controlled, non-affiliated investments		995,792			(1,108,735	)		301,332			(4,118,114	)
Net realized and unrealized gain (loss)		961,197			(1,108,735	)		261,969			(4,114,073	)

Net increase (decrease) in net assets from operations	$	7,007,805		$	2,278,196		$	15,442,219		$	3,174,557

Earnings per share (2)	$	0.33		$	0.18		$	0.80		$	0.31

Basic and diluted weighted average shares outstanding		21,008,566			13,174,056			19,396,499			10,894,171

(1)

Net investment income and per share amounts displayed above are net of the accrual for incentive fees on capital gains which is reflected on a hypothetical liquidation basis in accordance with Generally Accepted Accounting Principles (“GAAP”) for the three and nine months ended September 30, 2023 and 2022 (see Note 3).

(2)

Computed based on the actual number of shares outstanding and capital activity during the time periods such earnings occurred.

See accompanying notes to the financial statements.

BlackRock Direct Lending Corp.

Statements of Changes in Net Assets (Unaudited)


	Common Stock				Paid in Capital in			Distributable			Total
	Shares		Par Amount		Excess of Par			Earnings (Loss)			Net Assets
Balance at December 31, 2022		17,459,576	$	17,460	$	180,302,036		$	(5,210,020	)	$	175,109,476
Issuance of common stock		1,950,275		1,950		20,064,717		—				20,066,667
Offering costs charged to paid-in capital	—		—			(17,841	)	—				(17,841	)
Net investment income	—		—		—				5,489,981			5,489,981
Net realized and unrealized gain	—		—		—				(796,746	)		(796,746	)
Balance at March 31, 2023		19,409,851	$	19,410	$	200,348,912		$	(516,785	)	$	199,851,537

Issuance of common stock		1,427,979		1,428		15,048,572		—				15,050,000
Offering costs charged to paid-in capital	—		—			(13,381	)	—				(13,381	)
Net investment income	—		—		—				3,643,661			3,643,661
Net realized and unrealized gain	—		—		—				97,518			97,518
Dividends paid to common shareholders	—		—		—				(5,491,790	)		(5,491,790	)
Balance at June 30, 2023		20,837,830	$	20,838	$	215,384,103		$	(2,267,396	)	$	213,137,545

Issuance of common stock		1,427,979		1,428		15,048,572		—				15,050,000
Offering costs charged to paid-in capital	—		—			(13,381	)	—				(13,381	)
Net investment income	—		—		—				6,046,608			6,046,608
Net realized and unrealized gain	—		—		—				961,197			961,197
Dividends paid to common shareholders	—		—		—				(3,643,661	)		(3,643,661	)
Balance at September 30, 2023		22,265,809	$	22,266	$	230,419,294		$	1,096,748		$	231,538,308


	Common Stock				Paid in Capital in			Distributable			Total
	Shares		Par Amount		Excess of Par			Earnings (Loss)			Net Assets
Balance at December 31, 2021		8,371,979	$	8,372	$	85,083,664		$	1,510,322		$	86,602,358
Net investment income	—		—		—				1,403,289			1,403,289
Net realized and unrealized gain	—		—		—				(275,229	)		(275,229	)
Balance at March 31, 2022		8,371,979	$	8,372	$	85,083,664		$	2,638,382		$	87,730,418

Issuance of common stock		3,334,694		3,335		35,113,332			—			35,116,667
Offering costs charged to paid-in capital	—		—			(35,683	)	—				(35,683	)
Net investment income	—		—		—				2,498,410			2,498,410
Net realized and unrealized gain	—		—		—				(2,730,109	)		(2,730,109	)
Dividends paid to common shareholders	—		—		—				(1,401,289	)		(1,401,289	)
Balance at June 30, 2022		11,706,673	$	11,707	$	120,161,313		$	1,005,394		$	121,178,414

Issuance of common stock		2,872,325		2,872		30,097,128		—				30,100,000
Offering costs charged to paid-in capital	—		—			(26,762	)	—				(26,762	)
Net investment income	—		—		—				3,386,931			3,386,931
Net realized and unrealized gain	—		—		—				(1,108,735	)		(1,108,735	)
Dividends paid to common shareholders	—		—		—				(2,500,426	)		(2,500,426	)
Balance at September 30, 2022		14,578,998	$	14,579	$	150,231,679		$	783,164		$	151,029,422

See accompanying notes to the financial statements.

BlackRock Direct Lending Corp.

Statements of Cash Flows (Unaudited)


	Nine Months Ended September 30,
	2023			2022
Operating activities
Net increase (decrease) in net assets resulting from operations	$	15,442,219		$	3,174,557
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized (gain) loss		39,363			(4,041	)
Change in net unrealized (appreciation)/depreciation of investments		(301,332	)		4,118,114
Net amortization of investment discounts and premiums		(989,279	)		(699,025	)
Amortization of deferred debt issuance costs		172,932			232,076
Interest and dividend income paid in kind		(1,044,504	)		(148,344	)
Changes in assets and liabilities:
Purchases of investments		(53,380,550	)		(90,895,904	)
Proceeds from disposition of investments		15,654,479			9,475,597
Decrease (increase) in interest receivable		(876,359	)		(410,306	)
Decrease (increase) in prepaid expenses and other assets		171,618			(91,075	)
Increase (decrease) in management fees payable		(445,634	)		358,236
Increase (decrease) in reimbursements due to the Advisor		(195,491	)		127,601
Increase (decrease) in interest and debt related payables		(15,196	)		69,835
Increase (decrease) in incentive fees payable		863,801			(304,622	)
Increase (decrease) in accrued capital gains incentive fees		—			(165,778	)
Increase (decrease) in payable for investments purchased		738,699			(10,366,640	)
Increase (decrease) in accrued expenses and other liabilities		(25	)		134,552
Net cash provided by (used in) operating activities		(24,165,259	)		(85,395,167	)

Financing activities
Draws on credit facilities		39,500,000			90,000,000
Repayments on credit facilities		(49,500,000	)		(62,000,000	)
Proceeds from shares of common stock sold		50,166,667			65,216,667
Payments of debt issuance costs		(100,000	)		—
Dividends paid in cash to stockholders		(13,485,452	)		(3,901,715	)
Net cash provided by (used in) financing activities		26,581,215			89,314,952

Net increase (decrease) in cash and cash equivalents (including restricted cash)		2,415,956			3,919,785
Cash and cash equivalents (including restricted cash) at beginning of period		2,856,829			1,957,486
Cash and cash equivalents (including restricted cash) at end of period	$	5,272,785		$	5,877,271

Supplemental cash flow information
Interest payments	$	1,913,891		$	934,318
Excise tax payments	$	1,809			—

See accompanying notes to the financial statements.

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (A)
Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	SOFR(M)		1.00	%		6.75	%		12.18	%	4/15/2026	$	840,124	$	832,394		$	818,280			0.32	%	F
ALCV Purchaser, Inc. (AutoLenders)	Sr Secured Revolver	SOFR(M)		1.00	%		6.75	%		12.18	%	4/15/2026	$	92,635		91,931			90,227			0.03	%	F
																924,325			908,507			0.35	%
Beverages
JP Intermediate B, LLC (Juice Plus)	First Lien Term Loan	SOFR(Q)		1.00	%		5.76	%		11.13	%	11/20/2025	$	1,654,446		1,574,937			1,202,782			0.46	%	F

Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	SOFR(Q)		1.00	%		5.75	%		11.49	%	4/30/2027	$	859,400		848,035			826,742			0.32	%	F
Porcelain Acquisition Corporation (Paramount)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.75	%		11.49	%	4/30/2027	$	130,065		128,407			125,122			0.05	%	F
																976,442			951,864			0.37	%
Commercial Services & Supplies
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.82	%	8/31/2029	$	1,076,305		1,063,208			1,021,414			0.39	%	F
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.38	%	8/23/2028	$	1,620,913		1,587,121			1,594,816			0.62	%	F
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		11.39	%	8/23/2028	$	887,070		862,889			868,980			0.34	%	F
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	Sr Secured Revolver	PRIME		0.75	%		5.00	%		13.50	%	8/23/2027	$	88,451		83,114			84,232			0.03	%	F
																3,596,332			3,569,442			1.38	%
Construction & Engineering
LJ Avalon Holdings, LLC (Ardurra)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.77	%	2/1/2030	$	757,914		736,946			745,787			0.29	%	F
LJ Avalon Holdings, LLC (Ardurra)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.50	%		11.79	%	2/1/2030	$	43,748		35,333			38,807			0.01	%	F
LJ Avalon Holdings, LLC (Ardurra)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.77	%	2/1/2029	$	-		(3,304	)		(1,976	)		0.00	%	E/F
CSG Buyer, Inc. (Core States)	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		11.65	%	3/31/2028	$	1,290,497		1,264,686			1,236,296			0.48	%	F
CSG Buyer, Inc. (Core States)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.00	%		11.65	%	3/31/2028	$	-		(8,521	)		(17,895	)		(0.01	)%	E/F
CSG Buyer, Inc. (Core States)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.00	%		11.65	%	3/31/2028	$	-		(4,261	)		(8,947	)		0.00	%	E/F
Geo Parent Corporation	First Lien Term Loan	SOFR(S)		0.00	%		5.25	%		10.80	%	12/29/2025	$	322,142		316,944			316,504			0.12	%	F
Homerenew Buyer, Inc. (Project Dream)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		12.02	%	11/23/2027	$	1,403,291		1,377,481			1,358,386			0.53	%	F
Homerenew Buyer, Inc. (Project Dream)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.50	%		12.02	%	11/23/2027	$	1,964,271		1,930,163			1,901,414			0.73	%	F
Homerenew Buyer, Inc. (Project Dream)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		12.01	%	11/23/2027	$	382,144		373,939			366,858			0.14	%	F
Vortex Finance Sub, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		6.00	%		11.32	%	8/31/2029	$	191,072		179,255			179,099			0.07	%	F
Vortex Finance Sub, LLC	Sr Secured Revolver	SOFR(M)		1.00	%		6.00	%		11.33	%	8/31/2029	$	23,722		19,425			19,368			0.01	%	F
Vortex Finance Sub, LLC	First Lien Term Loan	SOFR(M)		1.00	%		6.00	%		11.32	%	8/31/2029	$	822,334		804,102			803,831			0.31	%	F
																7,022,188			6,937,532			2.68	%
Consumer Finance
Money Transfer Acquisition Inc.	First Lien Term Loan	SOFR(M)		1.00	%		8.25	%		13.67	%	12/14/2027	$	1,010,697		992,404			992,505			0.38	%	F
Freedom Financial Network Funding, LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.00	%		14.54	%	9/21/2027	$	2,983,631		2,919,111			2,879,204			1.12	%	F
Freedom Financial Network Funding, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		9.00	%		14.20	%	9/21/2027	$	994,544		973,849			959,735			0.37	%	F
																4,885,364			4,831,444			1.87	%
Construction Materials
AHF Parent Holding, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.51	%		11.90	%	2/1/2028	$	3,364,050		3,252,383			3,268,730			1.26	%	D

Containers & Packaging
BW Holding, Inc. (Brook & Whittle)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.50	%		13.07	%	12/14/2029	$	1,653,888		1,622,031			1,470,307			0.57	%	F
BW Holding, Inc. (Brook & Whittle)	Second Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		7.50	%		13.07	%	12/14/2029	$	153,411		152,035			136,382			0.05	%	F
																1,774,066			1,606,689			0.62	%
Distributors
Colony Display, LLC	First Lien Term Loan (15% Exit Fee)	SOFR(Q)		1.00	%	6.50% Cash + 3.00% PIK				15.15	%	6/30/2026	$	970,146		958,777			884,773			0.34	%	F

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Diversified Consumer Services
Razor Group GmbH (Germany)	First Lien Delayed Draw Term Loan	SOFR(M)		2.00	%	5.00% Cash + 5.00% PIK				15.47	%	4/30/2025	$	4,150,811	$	4,166,800		$	4,005,532			1.54	%	B/F
Razor Group GmbH (Germany)	First Lien Sr Secured Convertible Term Loan	Fixed		-		3.50% Cash + 3.50% PIK				7.00	%	4/30/2025	$	571,857		571,857			574,144			0.22	%	B/F
SellerX Germany GmbH & Co. KG (Germany)	First Lien A1 Term Loan	SOFR(Q)		2.00	%	4.50% Cash + 4.50% PIK				14.39	%	5/23/2026	$	1,072,432		1,059,395			1,072,432			0.41	%	B/F
SellerX Germany GmbH & Co. KG (Germany)	First Lien A2 Term Loan	SOFR(Q)		2.00	%	4.50% Cash + 4.50% PIK				14.39	%	5/23/2026	$	3,098,226		3,056,662			3,098,226			1.20	%	B/F
SellerX Germany GmbH & Co. KG (Germany)	First Lien B Delayed Draw Term Loan	SOFR(Q)		2.00	%	4.50% Cash + 4.50% PIK				14.39	%	5/23/2026	$	-		-			-			0.00	%	B/F
Fusion Holding Corp. (Finalsite)	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		11.72	%	9/15/2027	$	-		(6,083	)		(4,977	)		0.00	%	E/F
Fusion Holding Corp. (Finalsite)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.72	%	9/14/2029	$	4,144,453		4,063,530			4,083,530			1.58	%	F
Whele, LLC (PerchHQ)	First Lien Incremental Term Loan	SOFR(M)		1.00	%	11.50% PIK				16.95	%	10/15/2025	$	2,687,893		2,697,476			2,058,926			0.80	%	F/J
																15,609,637			14,887,813			5.75	%
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		11.42	%	3/26/2026	$	2,576,194		2,559,004			2,523,897			0.98	%	F
2-10 Holdco, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.00	%		11.42	%	3/26/2026	$	-		-			(1,936	)		0.00	%	E/F
Accordion Partners LLC	First Lien Delayed Draw Term Loan B	SOFR(Q)		0.75	%		6.25	%		11.62	%	8/29/2029	$	417,838		409,544			421,181			0.16	%	F
Accordion Partners LLC	First Lien Delayed Draw Term Loan A	SOFR(Q)		0.75	%		6.50	%		11.89	%	8/29/2029	$	268,218		262,937			270,901			0.10	%	F
Accordion Partners LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		11.64	%	8/31/2028	$	-		(5,608	)		-			0.00	%	E/F
Accordion Partners LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.50	%		11.89	%	8/29/2029	$	-		(16,906	)		6,012			0.00	%	E/F
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.91	%	8/29/2029	$	442,261		429,360			446,683			0.17	%	F
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.64	%	8/29/2029	$	3,383,869		3,317,606			3,410,940			1.33	%	F
Apex Group Treasury LLC	Second Lien Incremental Term Loan	SOFR(Q)		0.50	%		7.01	%		12.39	%	7/27/2029	$	3,011,100		2,970,091			2,980,086			1.15	%	C/F
Foreside Financial Group, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.40	%		10.81	%	9/30/2027	$	43,061		41,111			41,275			0.02	%	F
Foreside Financial Group, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%		5.40	%		10.79	%	9/30/2027	$	9,952		9,375			9,416			0.00	%	F
Foreside Financial Group, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		5.40	%		10.82	%	9/30/2027	$	579,147		569,708			571,039			0.22	%	F
GC Champion Acquisition LLC (Numerix)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.75	%		11.28	%	8/21/2028	$	788,388		775,035			772,699			0.30	%	F
GC Champion Acquisition LLC (Numerix)	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		6.50	%		11.87	%	8/19/2028	$	3,728,262		3,653,826			3,662,347			1.42	%	F
Wharf Street Rating Acquisition LLC (KBRA)	Sr Secured Revolver	SOFR(Q)		0.75	%		6.00	%		11.52	%	12/10/2027	$	-		(3,724	)		(7,731	)		0.00	%	E/F
Wharf Street Rating Acquisition LLC (KBRA)	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.52	%	12/10/2027	$	2,610,358		2,573,028			2,534,397			0.98	%	F
GC Waves Holdings, Inc. (Mercer)	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.10	%		11.42	%	8/11/2028	$	25,452		25,145			25,258			0.01	%	F
GC Waves Holdings, Inc. (Mercer)	First Lien Term Loan	SOFR(M)		0.75	%		6.10	%		11.42	%	8/11/2028	$	1,200,033		1,188,722			1,192,832			0.46	%	F
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC)	Second Lien Term Loan	SOFR(M)		1.00	%		8.61	%		13.93	%	7/5/2026	$	4,030,637		3,964,013			3,950,024			1.52	%	F
Wealth Enhancement Group, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.25	%		10.77	%	10/4/2027	$	2,054,910		2,043,115			2,017,103			0.78	%	F
Wealth Enhancement Group, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%		6.25	%		11.26	%	10/4/2027	$	-		(619	)		(2,146	)		0.00	%	E/F
Worldremit Group Limited (United Kingdom)	First Lien Incremental Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		9.25	%		14.68	%	2/11/2025	$	4,000,000		3,966,932			3,892,000			1.50	%	B/F/I
																28,731,695			28,716,277			11.10	%
Health Care Equipment & Supplies
Touchstone Acquisition, Inc. (Team Technologies)	First Lien Term Loan	LIBOR(M)		0.75	%		6.00	%		11.42	%	12/29/2028	$	1,779,560		1,748,878			1,731,690			0.67	%	F

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Health Care Providers & Services
CBI-Gator Acquisition, LLC	First Lien Term Loan	SOFR(S)		1.00	%		6.00	%		11.34	%	10/25/2027	$	1,760,917	$	1,735,637		$	1,634,131			0.63	%	F
CBI-Gator Acquisition, LLC	Sr Secured Revolver	SOFR(S)		0.75	%		6.00	%		11.47	%	10/25/2027	$	156,751		154,507			145,465			0.06	%	F
Opco Borrower, LLC (Giving Home Health Care)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.99	%	8/19/2027	$	-		(1,824	)		-			0.00	%	E/F
Opco Borrower, LLC (Giving Home Health Care)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.99	%	8/19/2027	$	2,418,354		2,398,833			2,434,073			0.94	%	F
INH Buyer, Inc. (IMS Health)	First Lien Term Loan (1.5% Exit Fee)	SOFR(Q)		1.00	%	3.50% Cash + 3.50% PIK				12.49	%	6/28/2028	$	3,673,315		3,617,045			3,034,158			1.16	%	F/I
PHC Buyer, LLC (Patriot Home Care)	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.50	%	5/4/2028	$	1,496,853		1,472,871			1,467,665			0.57	%	F
PHC Buyer, LLC (Patriot Home Care)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		11.50	%	5/4/2028	$	-		(8,860	)		(11,260	)		—		E/F
																9,368,209			8,704,232			3.36	%
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	SOFR(Q)		1.00	%		7.25	%		12.23	%	5/6/2027	$	1,132,726		1,118,513			1,108,938			0.43	%	F
Appriss Health, LLC (PatientPing)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.25	%		12.23	%	5/6/2027	$	-		(916	)		(1,598	)		0.00	%	E/F
ESO Solutions, Inc.	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		7.00	%		12.40	%	5/3/2027	$	3,325,794		3,278,522			3,216,043			1.25	%	F
ESO Solutions, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		12.33	%	5/3/2027	$	146,737		143,733			138,666			0.05	%	F
Gainwell Acquisition Corp.	Second Lien Term Loan	SOFR(Q)		1.00	%		8.00	%		13.37	%	10/2/2028	$	800,332		797,354			783,525			0.30	%	F
																5,337,206			5,245,574			2.03	%
Hotels, Restaurants & Leisure
Showtime Acquisition, L.L.C. (World Choice)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.97	%	8/7/2028	$	2,663,136		2,589,996			2,614,401			1.01	%	F
Showtime Acquisition, L.L.C. (World Choice)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.50	%		12.97	%	8/7/2028	$	-		(4,051	)		(2,792	)		0.00	%	E/F
Showtime Acquisition, L.L.C. (World Choice)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.50	%		12.97	%	8/7/2028	$	-		(5,058	)		(3,490	)		—		E/F
																2,580,887			2,608,119			1.01	%
Insurance
Alera Group, Inc.	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.60	%		11.92	%	10/2/2028	$	528,801		519,901			528,801			0.20	%	F
Alera Group, Inc.	First Lien Incremental Term Loan	SOFR(M)		0.75	%		6.60	%		11.92	%	10/2/2028	$	331,288		325,620			331,288			0.13	%	F
AmeriLife Holdings, LLC	First Lien Term Loan	SOFR(S)		0.75	%		5.75	%		11.08	%	8/31/2029	$	2,173,467		2,135,210			2,151,732			0.83	%	F
AmeriLife Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		5.75	%		10.62	%	8/31/2029	$	362,244		352,729			356,797			0.14	%	F
AmeriLife Holdings, LLC	Sr Secured Revolver	SOFR(S)		0.75	%		5.75	%		10.99	%	8/31/2028	$	45,623		41,105			42,885			0.02	%	F
Integrity Marketing Acquisition, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.92	%	8/27/2026	$	2,859,222		2,817,790			2,859,222			1.11	%	F
Integrity Marketing Acquisition, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.08	%	8/31/2030	$	-		(163,716	)		-			—		E/F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(M)		0.75	%		6.11	%		11.43	%	11/1/2028	$	2,108,922		2,085,543			2,087,831			0.81	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan D	SOFR(M)		0.75	%		6.50	%		11.82	%	7/19/2030	$	-		(3,082	)		950			0.00	%	E/F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(M)		0.75	%		6.50	%		11.82	%	7/19/2030	$	158,340		155,177			159,290			0.06	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.00	%		11.43	%	11/1/2028	$	899,605		888,730			890,609			0.34	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.11	%		11.43	%	11/1/2027	$	585,812		579,705			579,953			0.22	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		11.43	%	11/1/2028	$	359,502		355,158			355,907			0.14	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	Sr Secured Revolver	SOFR(M)		0.75	%		6.11	%		11.43	%	11/1/2027	$	-		(1,017	)		(994	)		0.00	%	E/F
																10,088,853			10,344,271			4.00	%

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Internet Software & Services
Anaconda, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.91	%	8/22/2027	$	1,856,341	$	1,839,271		$	1,822,927			0.70	%	F
Astra Acquisition Corp. (Anthology)	Second Lien Term Loan	SOFR(Q)		0.75	%		8.88	%		14.53	%	10/25/2029	$	2,853,861		2,807,322			2,037,657			0.79	%
Civic Plus, LLC	First Lien Term Loan	SOFR(Q)		0.75	%	4.15% Cash + 2.50% PIK				12.07	%	8/25/2027	$	975,140		960,495			968,607			0.37	%	F
Civic Plus, LLC	Sr Secured Revolver	SOFR(M)		0.75	%		6.10	%		11.42	%	8/25/2027	$	7,364		6,072			6,747			0.00	%	F
Civic Plus, LLC	First Lien Delay Draw Term Loan	SOFR(Q)		0.75	%	4.25% Cash + 2.50% PIK				12.07	%	8/25/2027	$	247,676		244,251			246,016			0.10	%	F
e-Discovery Acquireco, LLC (Reveal)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.90	%	8/29/2029	$	-		(9,270	)		(9,410	)		0.00	%	E/F
e-Discovery Acquireco, LLC (Reveal)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.90	%	8/29/2029	$	4,140,263		4,037,487			4,036,756			1.56	%	F
Gympass US, LLC	First Lien Term Loan	SOFR(M)		1.00	%	4.00% Cash + 4.00% PIK				13.45	%	7/8/2027	$	790,136		784,126			786,185			0.30	%	F
InMoment, Inc.	First Lien Term Loan	SOFR(S)		0.75	%	5.00% Cash + 2.50% PIK				12.34	%	6/8/2028	$	4,636,988		4,561,170			4,500,661			1.74	%	F
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	SOFR(Q)		0.75	%		8.25	%		13.88	%	7/27/2029	$	3,000,000		2,965,093			1,447,500			0.56	%
Magenta Buyer, LLC (McAfee)	First Lien Incremental Term Loan	Fixed		-			12.00	%		12.00	%	7/27/2028	$	591,275		541,298			481,889			0.19	%
Oranje Holdco, Inc. (KnowBe4)	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		13.12	%	2/1/2029	$	1,450,838		1,417,921			1,449,387			0.56	%	F
Oranje Holdco, Inc. (KnowBe4)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.75	%		13.12	%	2/1/2029	$	-		(4,041	)		(181	)		0.00	%	E/F
Pluralsight, Inc.	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		8.00	%		13.45	%	4/6/2027	$	1,020,610		1,006,602			984,889			0.38	%	F
Sailpoint Technologies Holdings, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.25	%		11.58	%	8/16/2029	$	1,632,483		1,603,845			1,631,503			0.63	%	F
Sailpoint Technologies Holdings, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.25	%		11.58	%	8/16/2028	$	-		(2,157	)		(305	)		0.00	%	E/F
Suited Connector, LLC	First Lien Term Loan	SOFR(Q)		1.00	%	6.00% Cash + 2.00% PIK				13.31	%	12/1/2027	$	1,356,794		1,335,514			900,911			0.35	%	F
Suited Connector, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%	6.00% Cash + 2.00% PIK				13.36	%	12/1/2027	$	223,740		220,455			148,564			0.06	%	F
Tahoe Finco, LLC (Talend)	First Lien Term Loan	SOFR(M)		0.75	%		6.10	%		11.42	%	10/1/2028	$	4,481,637		4,412,823			4,273,689			1.65	%	F
Tahoe Finco, LLC (Talend)	Sr Secured Revolver	SOFR(M)		0.75	%		6.10	%		11.42	%	10/1/2027	$	-		(4,815	)		(13,210	)		(0.01	)%	E/F
																28,723,462			25,700,782			9.93	%
Internet & Catalog Retail
CommerceHub, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.77	%	12/29/2027	$	2,571,074		2,415,952			2,396,241			0.93	%	F

IT Services
Avalara, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.64	%	10/19/2028	$	4,548,580	$	4,450,285		$	4,607,711			1.78	%	F
Avalara, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		7.25	%		12.64	%	10/19/2028	$	-		(9,593	)		-			—		E/F
Ensono, Inc.	Second Lien Term Loan B	SOFR(M)		0.00	%		8.00	%		13.43	%	5/28/2029	$	3,000,000		2,978,630			2,844,000			1.10	%	F
Serrano Parent, LLC (Sumo Logic)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.87	%	5/13/2030	$	-		(9,199	)		(3,108	)		0.00	%	E/F
Serrano Parent, LLC (Sumo Logic)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.87	%	5/13/2030	$	3,885,090		3,789,067			3,854,009			1.49	%	F
Madison Logic Holdings, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		12.39	%	12/29/2028	$	2,177,905		2,116,572			2,132,169			0.82	%	F
Madison Logic Holdings, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		12.39	%	12/30/2027	$	-		(4,012	)		(3,299	)		0.00	%	E/F
Idera, Inc.	Second Lien Term Loan	SOFR(Q)		0.75	%		6.75	%		12.27	%	2/4/2029	$	1,137,871		1,132,075			1,080,978			0.42	%
																14,443,825			14,512,460			5.61	%
Leisure Products
Peloton Interactive, Inc.	First Lien Term Loan	SOFR(S)		0.50	%		7.00	%		12.26	%	5/25/2027	$	1,040,711		1,010,710			1,044,354			0.40	%	D

Life Sciences Tools & Services
Alcami Corporation	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		12.42	%	12/21/2028	$	955,198		924,550			964,750			0.37	%	F
Alcami Corporation	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		7.00	%		12.42	%	12/21/2028	$	-		(2,463	)		802			0.00	%	E/F
Alcami Corporation	Sr Secured Revolver	SOFR(M)		1.00	%		7.00	%		12.42	%	12/21/2028	$	-		(3,926	)		-			0.00	%	E/F
																918,161			965,552			0.37	%

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Media
Kid Distro Holdings, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		5.65	%		11.04	%	10/1/2027	$	1,485,065	$	1,456,275		$	1,419,411			0.55	%	F
Kid Distro Holdings, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%		5.65	%		11.04	%	10/1/2027	$	-		(998	)		(4,523	)		0.00	%	E/F
NEP Group, Inc. et al	First Lien Term Loan	SOFR(M)		-			3.25	%		8.68	%	10/20/2025	$	292,802		271,689			283,973			0.11	%
NEP Group, Inc. et al	Second Lien Term Loan	SOFR(M)		-			7.00	%		12.43	%	10/19/2026	$	130,856		124,522			104,576			0.04	%
Streamland Media Midco LLC	First Lien Term Loan	SOFR(Q)		1.00	%	7.01% Cash + 1.75% PIK				14.13	%	12/31/2024	$	3,398,943		3,360,002			3,273,182			1.26	%	F
Terraboost Media Operating Company, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		12.04	%	8/23/2026	$	1,432,373		1,413,372			1,300,595			0.50	%	F
																6,624,862			6,377,214			2.46	%
Paper & Forest Products
Alpine Acquisition Corp II (48Forty)	First Lien Incremental Term Loan	SOFR(M)		1.00	%		6.10	%		11.43	%	11/30/2026	$	232,843		225,417			225,858			0.09	%	F
Alpine Acquisition Corp II (48Forty)	Sr Secured Revolver	SOFR(M)		1.00	%		5.75	%		11.69	%	11/30/2026	$	106,411		100,980			98,430			0.04	%	F
Alpine Acquisition Corp II (48Forty)	First Lien Term Loan	SOFR(M)		1.00	%		5.75	%		11.43	%	11/30/2026	$	3,965,498		3,898,183			3,846,533			1.48	%	F
FSK Pallet Holding Corp. (Kamps)	First Lien Term Loan	SOFR(Q)		1.25	%		6.00	%		11.43	%	12/23/2026	$	1,532,746		1,493,762			1,479,406			0.57	%	F
																5,718,342			5,650,227			2.18	%
Pharmaceuticals
Nephron Pharmaceuticals Corp. et al	First Lien Term Loan B	SOFR(Q)		1.50	%		9.00	%		14.57	%	9/11/2026	$	4,079,555		3,918,434			3,916,373			1.51	%	F

Professional Services
Cherry Bekaert Advisory, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		5.25	%		10.64	%	6/30/2028	$	922,149		906,695			911,545			0.35	%	F
Cherry Bekaert Advisory, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		5.25	%		10.58	%	6/30/2028	$	379,888		373,698			375,520			0.15	%	F
Cherry Bekaert Advisory, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		5.25	%		10.64	%	6/30/2028	$	141,026		137,948			138,835			0.05	%	F
DTI Holdco, Inc. (Epiq Systems, Inc.)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.75	%		13.12	%	4/26/2030	$	1,988,125		1,955,230			1,739,609			0.67	%	F
GI Consilio Parent, LLC	Second Lien Term Loan	SOFR(M)		0.50	%		7.50	%		12.93	%	5/14/2029	$	3,000,000		2,980,493			2,952,000			1.14	%	F
ICIMS, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				12.63	%	8/18/2028	$	4,390,317		4,324,661			4,360,902			1.69	%	F
ICIMS, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				12.63	%	8/18/2028	$	133,103		133,103			125,283			0.05	%	F
ICIMS, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.75	%		12.14	%	8/18/2028	$	69,841		63,820			67,039			0.03	%	F
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.75	%		14.20	%	2/17/2025	$	4,272,200		4,230,097			4,199,573			1.63	%	B/F/I
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.75	%		14.20	%	2/17/2025	$	1,750,000		1,735,349			1,720,251			0.66	%	B/F/I
Security Services Acquisition Sub Corp. (Protos)	First Lien Term Loan	SOFR(M)		1.00	%		6.10	%		11.42	%	9/30/2026	$	1,441,908		1,433,351			1,430,949			0.55	%	F
																18,274,445			18,021,506			6.97	%
Real Estate Management & Development
Greystone Select Company II, LLC (Passco)	First Lien Term Loan	SOFR(M)		1.50	%		6.50	%		11.93	%	3/21/2027	$	1,847,720		1,817,851			1,832,200			0.71	%	F
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.25	%		6.00	%		11.84	%	3/2/2026	$	2,800,000		2,800,000			2,774,800			1.07	%	C/F
																4,617,851			4,607,000			1.78	%
Road & Rail
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Incremental Delayed Draw Term Loan	SOFR(S)		1.00	%		7.25	%		13.15	%	4/8/2025	$	483,350		479,090			480,450			0.19	%	F
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		7.25	%		13.18	%	4/8/2025	$	1,000,000		992,664			994,000			0.38	%	F
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Incremental Term Loan	SOFR(S)		1.00	%		7.68	%		13.18	%	4/8/2025	$	3,516,650		3,491,281			3,495,549			1.35	%	F
																4,963,035			4,969,999			1.92	%
Semiconductors & Semiconductor Equipment
Emerald Technologies (U.S.) AcquisitionCo, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		6.25	%		11.82	%	12/29/2027	$	739,572		727,967			709,989			0.28	%	F
Emerald Technologies (U.S.) AcquisitionCo, Inc.	Sr Secured Revolver	SOFR(M)		1.00	%		6.00	%		11.43	%	12/29/2026	$	154,907		128,388			135,799			0.05	%	F
																856,355			845,788			0.33	%

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Software
Aerospike, Inc.	First Lien Term Loan (0.50% Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.93	%	12/29/2025	$	958,030	$	952,447		$	948,258			0.37	%	F/I
Aerospike, Inc.	First Lien Delayed Draw Term Loan (0.50% Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.93	%	12/29/2025	$	417,946		409,532			413,683			0.16	%	F/I
AlphaSense, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		12.43	%	3/11/2027	$	3,443,467		3,417,020			3,441,401			1.33	%	F
Aras Corporation	First Lien Term Loan	SOFR(Q)		1.00	%	3.50% Cash + 3.25% PIK				12.20	%	4/13/2027	$	1,811,391		1,791,352			1,747,992			0.68	%	F
Aras Corporation	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		12.14	%	4/13/2027	$	89,385		87,905			85,119			0.03	%	F
Backoffice Associates Holdings, LLC (Syniti)	First Lien Incremental Term Loan	SOFR(S)		1.00	%		7.75	%		12.74	%	4/30/2026	$	1,730,906		1,701,176			1,748,215			0.68	%	F
Backoffice Associates Holdings, LLC (Syniti)	Sr Secured Revolver	PRIME		1.00	%		6.75	%		15.25	%	4/30/2026	$	195,562		191,133			195,562			0.08	%	F
Bluefin Holding, LLC (Allvue)	Sr Secured Revolver	SOFR(S)		1.00	%		7.25	%		12.72	%	9/12/2030	$	-		(10,046	)		(10,134	)		0.00	%	E/F
Bluefin Holding, LLC (Allvue)	First Lien Term Loan	SOFR(S)		1.00	%		7.25	%		12.72	%	9/12/2030	$	4,111,310		4,009,196			4,008,527			1.55	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Incremental Term Loan	SOFR(Q)		0.75	%		7.40	%		12.79	%	9/8/2027	$	3,057,103		3,024,947			2,976,701			1.15	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Incremental Amendment 4 Term Loan	SOFR(Q)		0.75	%	8.00% PIK				13.39	%	9/8/2027	$	915,667		901,954			901,932			0.35	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		7.25	%		12.64	%	9/8/2027	$	181,235		183,425			176,469			0.07	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	Sr Secured Revolver	SOFR(Q)		0.75	%		7.25	%		12.64	%	9/8/2027	$	-		(2,555	)		(6,599	)		0.00	%	E/F
Disco Parent, Inc. (Duck Creek Technologies)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.50	%		12.92	%	3/30/2029	$	-		(5,153	)		(1,345	)		0.00	%	E/F
Disco Parent, Inc. (Duck Creek Technologies)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.92	%	3/30/2029	$	2,242,403		2,188,812			2,228,948			0.86	%	F
Fusion Risk Management, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		12.88	%	5/22/2029	$	-		(7,951	)		(7,581	)		0.00	%	E/F
Fusion Risk Management, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%	3.50% Cash + 4.00% PIK				12.63	%	5/22/2029	$	3,543,304		3,474,838			3,479,525			1.33	%	F
Grey Orange Incorporated	First Lien Term Loan (3.75% Exit Fee)	SOFR(Q)		1.00	%		7.25	%		12.88	%	5/6/2026	$	611,185		606,519			605,012			0.23	%	F/I
Grey Orange Incorporated	First Lien Delayed Draw Term Loan (3.75% Exit Fee)	SOFR(Q)		1.00	%		7.25	%		12.79	%	5/6/2026	$	611,185		606,940			605,012			0.23	%	F/I
GTY Technology Holdings Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				12.27	%	7/9/2029	$	1,847,212		1,817,765			1,845,919			0.71	%	F
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				12.27	%	7/9/2029	$	1,427,398		1,415,767			1,426,399			0.55	%	F
GTY Technology Holdings Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		12.27	%	7/9/2029	$	-		(5,291	)		(223	)		0.00	%	E/F
Howlco, LLC, (Lone Wolf)	First Lien Term Loan	SOFR(M)		1.00	%		6.10	%		11.42	%	10/23/2026	$	735,019		730,215			717,820			0.28	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Term Loan	SOFR(Q)		1.00	%	3.00% Cash + 3.00% PIK				11.56	%	12/17/2027	$	3,513,991		3,447,965			3,395,921			1.31	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%	3.00% Cash + 3.00% PIK				11.54	%	12/17/2027	$	188,194		180,984			171,332			0.07	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.00	%		11.54	%	12/17/2027	$	-		(3,552	)		(8,431	)		0.00	%	E/F
JOBVITE, Inc. (Employ, Inc.)	First Lien Term Loan	SOFR(S)		0.75	%		8.00	%		13.43	%	8/7/2028	$	2,796,125		2,735,846			2,743,838			1.06	%	F
Kaseya, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.75% Cash + 2.50% PIK				11.62	%	6/25/2029	$	3,455,603		3,410,962			3,427,958			1.32	%	F
Kaseya, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.75% Cash + 2.50% PIK				11.62	%	6/25/2029	$	12,886		10,283			11,200			0.00	%	F
Kaseya, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%	3.75% Cash + 2.50% PIK				11.57	%	6/25/2029	$	53,032		50,409			51,343			0.02	%	F
Kong Inc.	First Lien Term Loan	SOFR(M)		1.00	%	5.50% Cash + 3.25% PIK				14.19	%	11/1/2027	$	935,819		918,836			934,883			0.36	%	F
Lightspeed Solutions, LLC	First Lien Term Loan	SOFR(M)		0.75	%		6.50	%		11.82	%	3/1/2028	$	2,349,637		2,314,111			2,295,830			0.89	%	F
Lightspeed Solutions, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.50	%		11.82	%	3/1/2028	$	75,112		64,239			58,255			0.02	%	F
Nvest, Inc. (SigFig)	First Lien Term Loan	SOFR(S)		1.00	%		7.50	%		13.40	%	9/15/2025	$	839,532		832,839			818,124			0.32	%	F
Oak Purchaser, Inc. (DaySmart)	First Lien Term Loan (1.0% Exit Fee)	SOFR(Q)		0.75	%		5.50	%		10.97	%	4/28/2028	$	650,015		643,515			630,515			0.24	%	F/I
Oak Purchaser, Inc. (DaySmart)	First Lien Delayed Draw Term Loan (1.0% Exit Fee)	SOFR(Q)		0.75	%		5.50	%		10.97	%	4/28/2028	$	193,271		188,938			180,271			0.07	%	F/I
Oak Purchaser, Inc. (DaySmart)	Sr Secured Revolver (1.0% Exit Fee)	SOFR(Q)		0.75	%		5.50	%		10.97	%	4/28/2028	$	-		(867	)		(2,600	)		0.00	%	E/F/I
Oversight Systems, Inc.	First Lien Incremental Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.75	%		13.22	%	9/24/2026	$	-		(514	)		(429	)		0.00	%	E/F
Oversight Systems, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		13.22	%	9/24/2026	$	28,967		28,441			28,539			0.01	%	F
Oversight Systems, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		13.22	%	9/24/2026	$	611,565		603,811			602,514			0.23	%	F
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		12.54	%	3/31/2027	$	1,519,185		1,500,449			1,493,359			0.58	%	B/F
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		12.52	%	3/31/2027	$	81,271		79,347			78,507			0.03	%	B/F
Smarsh, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.84	%	2/19/2029	$	1,958,057		1,926,848			1,926,728			0.74	%	F
Smarsh, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.50	%		11.84	%	2/19/2029	$	244,757		237,198			236,925			0.09	%	F
Smarsh, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.50	%		11.84	%	2/19/2029	$	-		(1,881	)		(1,958	)		0.00	%	E/F
Tessian, Inc. (United Kingdom)	First Lien Term Loan	SOFR(Q)		1.00	%		8.00	%		13.58	%	3/15/2028	$	996,730		978,037			988,756			0.38	%	B/F

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity/ Expiration	Principal/ Shares		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Software (Continued)
Thunder Purchaser, Inc. (Vector Solutions)	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		5.90	%		11.29	%	6/30/2028	$	2,685,877	$	2,646,646		$	2,604,764			1.01	%	F
Thunder Purchaser, Inc. (Vector Solutions)	First Lien Incremental Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.90	%		11.29	%	6/30/2028	$	789,673		780,689			765,825			0.30	%	F
Thunder Purchaser, Inc. (Vector Solutions)	Sr Secured Revolver	LIBOR(Q)		1.00	%		5.90	%		11.29	%	6/30/2028	$	172,313		169,469			166,139			0.06	%	F
Trintech, Inc.	Sr Secured Revolver	SOFR(M)		1.00	%		6.50	%		11.82	%	7/25/2029	$	78,534		70,497			70,536			0.03	%	F
Trintech, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		6.50	%		11.82	%	7/25/2029	$	3,573,315		3,467,148			3,469,332			1.34	%	F
Zendesk Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.50% Cash + 3.50% PIK				12.15	%	11/22/2028	$	2,995,147		2,943,817			3,022,103			1.17	%	F
Zendesk Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.50% Cash + 3.50% PIK				12.15	%	11/22/2028	$	-		(12,629	)		6,623			—		E/F
Zendesk Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.50	%		12.15	%	11/22/2028	$	-		(5,212	)		-			0.00	%	E/F
Zilliant Incorporated	First Lien Term Loan	SOFR(M)		0.75	%	2.00% Cash + 4.50% PIK				11.92	%	12/21/2027	$	2,408,324		2,374,650			2,290,316			0.89	%	F
Zilliant Incorporated	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.00% Cash + 4.50% PIK				11.92	%	12/21/2027	$	-		(7,843	)		(27,222	)		(0.01	)%	E/F
Zilliant Incorporated	Sr Secured Revolver	SOFR(Q)		0.75	%		6.00	%		11.92	%	12/21/2027	$	-		(3,137	)		(10,889	)		—		E/F
																60,050,286			59,945,519			23.17	%
Specialty Retail
Hanna Andersson, LLC	First Lien Term Loan	SOFR(M)		1.00	%		6.00	%		12.92	%	7/2/2026	$	2,744,339		2,711,160			2,642,799			1.03	%	F
Supergoop, LLC	First Lien Term Loan	SOFR(M)		0.75	%		5.60	%		10.92	%	12/29/2028	$	532,513		523,981			528,253			0.20	%	F
Supergoop, LLC	Sr Secured Revolver	SOFR(M)		0.75	%		5.60	%		10.92	%	12/29/2028	$	-		(1,114	)		(581	)		0.00	%	E/F
																3,234,027			3,170,471			1.23	%
Technology Hardware, Storage & Peripherals
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.00	%		12.54	%	2/17/2026	$	94,286		93,047			94,663			0.04	%	B/F

Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.90	%	9/17/2026	$	4,426,317		4,354,884			4,379,398			1.69	%	B/F

Total Debt Investments - 109.27% of Net Assets																258,647,857			252,997,286			97.77	%

Equity Securities
Diversified Consumer Services
Elevate Brands Holdco, Inc.	Warrants to Purchase Common Stock											7/25/2030		376		-			43,210			0.02	%	F/G/H
Elevate Brands Holdco, Inc.	Warrants to Purchase Preferred New Super Senior Shares											7/25/2030		1,249		-			143,535			0.06	%	F/G/H
PerchHQ, LLC	Warrants to Purchase Common Stock											10/15/2027		18,636		-			-			0.00	%	F/G/H
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares											4/28/2028		61		-			125,660			0.05	%	B/F/G/H
Razor Group GmbH (Germany)	Warrants to Purchase Series C Shares											4/28/2028		19		-			93,290			0.04	%	B/F/G/H
MXP Prime Platform GmbH (SellerX) (Germany)	Warrants to Purchase Common Stock											7/25/2030		422		-			34,203			0.01	%	B/F/G/H
																-			439,898			0.18	%
Diversified Financial Services
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock											2/11/2031		2,394		-			17,404			0.01	%	B/F/G/H
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series E Stock											8/27/2031		299		-			212			0.00	%	B/F/G/H
																-			17,616			0.01	%
Internet Software & Services
SuCo Investors, LP (Suited Connector)	Warrants to Purchase Class A Units											3/6/2033		1,589		-			-			0.00	%	F/G/H

Software
Grey Orange International Inc.	Warrants to Purchase Common Stock											5/6/2032		1,122		-			224			0.00	%	F/G/H

Total Equity Securities - 0.20% of Net Assets																-			457,738			0.19	%

Total Investments - 109.47% of Net Assets																258,647,857			253,455,024			97.96	%

Cash and Cash Equivalents - 2.28% of Net Assets																			5,272,785			2.04	%

Total Cash and Investments - 111.74% of Net Assets																			258,727,810			100.00	%

Notes to Schedule of Investments:

BlackRock Direct Lending Corp.

Schedule of Investments (Unaudited) (Continued)

September 30, 2023

(A)

Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933 (the “Securities Act”). Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

(B)

Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940 (the “1940 Act”). Under the 1940 Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(C)

Deemed an investment company under Section 3(c) of the 1940 Act and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(D)

Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(E)

Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.

(F)

Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.

(G)

Restricted security. (See Note 10)

(H)

Non-income producing investment.

(I)

In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.

(J)

Non-accruing debt investment

LIBOR or SOFR resets monthly (M), quarterly (Q) or semiannually (S).

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $54,425,054 and $15,654,479 respectively, for the nine months ended September 30, 2023. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of September 30, 2023 was $253,455,024 or 98.0% of total cash and investments of the Company. As of September 30, 2023, approximately 13.8% of the total assets of the Company were non-qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the financial statements.

BlackRock Direct Lending Corp.

Schedule of Investments

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (A)
Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.75	%		11.45	%	4/15/2026	$	913,532	$	902,561		$	913,532			0.42	%	F
ALCV Purchaser, Inc. (AutoLenders)	Sr Secured Revolver	LIBOR(Q)		1.00	%		6.75	%		11.39	%	4/15/2026	$	92,635		91,736			92,636			0.04	%	F
																994,297			1,006,168			0.46	%
Beverages
JP Intermediate B, LLC (Juice Plus)	First Lien Term Loan	LIBOR(Q)		1.00	%		5.50	%		9.91	%	11/20/2025	$	1,891,226		1,773,604			1,380,595			0.64	%

Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	LIBOR(Q)		1.00	%		5.75	%		10.48	%	4/30/2027	$	863,491		849,858			868,671			0.40	%	F
Porcelain Acquisition Corporation (Paramount)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		5.75	%		10.48	%	4/30/2027	$	134,571		132,516			135,379			0.06	%	F
																982,374			1,004,050			0.46	%
Commercial Services & Supplies
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	LIBOR(Q)		0.75	%		7.25	%		11.98	%	8/31/2029	$	1,076,305		1,062,280			1,000,964			0.46	%	F
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		7.25	%		11.98	%	8/31/2029	$	-		(1,151	)		(12,893	)		(0.01	)%	E/F
Pueblo Mechanical and Controls, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		10.32	%	8/23/2028	$	1,633,192		1,593,804			1,595,139			0.74	%	F
Pueblo Mechanical and Controls, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		10.49	%	8/23/2028	$	427,953		401,276			401,643			0.19	%	F
Pueblo Mechanical and Controls, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.00	%		10.32	%	8/23/2027	$	-		(6,195	)		(6,130	)		0.00	%	E/F
																3,050,014			2,978,723			1.38	%
Construction & Engineering
CSG Buyer, Inc. (Core States)	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		10.84	%	3/31/2028	$	1,300,323		1,274,316			1,253,511			0.58	%	F
CSG Buyer, Inc. (Core States)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.00	%		10.84	%	3/31/2028	$	-		(8,521	)		(15,338	)		(0.01	)%	E/F
CSG Buyer, Inc. (Core States)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.00	%		10.84	%	3/31/2028	$	-		(4,261	)		(7,669	)		0.00	%	E/F
Homerenew Buyer, Inc. (Project Dream)	First Lien Term Loan	SOFR(S)		1.00	%		6.50	%		11.54	%	11/23/2027	$	1,413,970		1,384,007			1,367,309			0.63	%	F
Homerenew Buyer, Inc. (Project Dream)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.50	%		11.36	%	11/23/2027	$	1,946,671		1,897,095			1,860,545			0.86	%	F
Homerenew Buyer, Inc. (Project Dream)	Sr Secured Revolver	SOFR(M)		1.00	%		6.50	%		11.12	%	11/23/2027	$	95,536		86,154			79,773			0.04	%	F
Sunland Asphalt & Construction, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		6.00	%		11.15	%	1/13/2026	$	993,187		980,246			971,337			0.45	%	F
Sunland Asphalt & Construction, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		6.00	%		11.15	%	1/13/2026	$	333,959		329,555			326,612			0.15	%	F
																5,938,591			5,836,080			2.70	%
Consumer Finance
Money Transfer Acquisition Inc.	First Lien Term Loan	SOFR(M)		1.00	%		8.25	%		12.67	%	12/14/2027	$	1,030,010		1,009,560			1,009,410			0.47	%	F
Freedom Financial Network Funding, LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.00	%		13.95	%	9/21/2027	$	2,983,631		2,911,890			2,909,040			1.34	%	F
Freedom Financial Network Funding, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		9.00	%		13.95	%	9/21/2027	$	-		(23,585	)		(24,864	)		(0.01	)%	E/F
																3,897,865			3,893,586			1.80	%
Construction Materials
AHF Parent Holding, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.09	%	2/1/2028	$	2,414,623		2,370,765			2,272,764			1.05	%	D

Containers & Packaging
BW Holding, Inc. (Brook & Whittle)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.50	%		12.05	%	12/14/2029	$	1,653,888		1,619,890			1,533,154			0.70	%	F
BW Holding, Inc. (Brook & Whittle)	Second Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		7.50	%		12.05	%	12/14/2029	$	153,411		150,305			142,212			0.07	%	F
																1,770,195			1,675,366			0.77	%
Distributors
Colony Display, LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.50	%		13.91	%	6/30/2026	$	970,180		955,954			899,357			0.42	%	F

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Diversified Consumer Services
Elevate Brands OpCo, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		8.50	%		13.23	%	3/15/2027	$	3,131,544	$	3,083,554		$	3,103,842			1.44	%	F
Razor Group GmbH (Germany)	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		9.00	%		14.21	%	4/30/2025	$	4,000,000		4,024,940			3,860,000			1.78	%	B/F
Razor Group GmbH (Germany)	First Lien Sr Secured Convertible Term Loan	Fixed		0.00	%	3.50% Cash + 3.50% PIK				7.00	%	4/30/2025	$	557,049		557,049			599,385			0.28	%	B/F
SellerX Germany Gmbh & Co. Kg (Germany)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%	8.00% Cash + 3.00% PIK				15.73	%	11/23/2025	$	1,044,043		1,026,974			1,029,384			0.48	%	B/F
Fusion Holding Corp. (Finalsite)	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		10.78	%	9/15/2027	$	-		(7,219	)		(7,295	)		0.00	%	E/F
Fusion Holding Corp. (Finalsite)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		10.78	%	9/14/2029	$	4,175,771		4,085,666			4,084,740			1.89	%	F
Whele, LLC (PerchHQ)	First Lien Incremental Term Loan	SOFR(M)		1.00	%	8.50% Cash + 3.00% PIK				16.20	%	10/15/2025	$	2,687,893		2,701,631			2,497,052			1.15	%	F
																15,472,595			15,167,108			7.02	%
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		10.42	%	3/26/2026	$	2,616,524		2,593,999			2,581,985			1.19	%	F
2-10 Holdco, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.00	%		10.42	%	3/26/2026	$	-		-			(1,259	)		0.00	%	E/F
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		10.83	%	8/29/2029	$	3,827,398		3,744,446			3,727,886			1.72	%	F
Accordion Partners LLC	First Lien Delayed Draw Term Loan B	SOFR(Q)		0.75	%		6.25	%		10.83	%	8/29/2029	$	-		(8,977	)		(10,864	)		(0.01	)%	E/F
Accordion Partners LLC	First Lien Delayed Draw Term Loan A	SOFR(Q)		0.75	%		6.50	%		11.08	%	8/29/2029	$	-		(7,181	)		(5,014	)		0.00	%	E/F
Accordion Partners LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		10.83	%	8/31/2028	$	-		(7,104	)		(8,691	)		0.00	%	E/F
Apex Group Treasury LLC	Second Lien Incremental Term Loan	LIBOR(Q)		0.50	%		6.75	%		11.48	%	7/27/2029	$	1,761,100		1,726,425			1,741,024			0.80	%	C/F
Foreside Financial Group, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		5.50	%		9.88	%	9/30/2027	$	583,866		573,053			566,933			0.26	%	F
Foreside Financial Group, LLC	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		5.50	%		9.57	%	9/30/2027	$	37,958		35,690			34,258			0.02	%	F
Foreside Financial Group, LLC	Sr Secured Revolver	SOFR(M)		1.00	%		5.50	%		9.57	%	9/30/2027	$	-		(679	)		(1,110	)		0.00	%	E/F
GC Agile Holdings Limited (Apex) (United Kingdom)	Second Lien Term Loan	LIBOR(Q)		0.50	%		6.75	%		11.48	%	6/15/2026	$	1,250,000		1,238,995			1,235,750			0.57	%	B/F
GC Champion Acquisition LLC (Numerix)	First Lien Term Loan	SOFR(S)		1.00	%		6.75	%		11.15	%	8/21/2028	$	2,831,103		2,777,112			2,748,434			1.27	%	F
GC Champion Acquisition LLC (Numerix)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.75	%		11.15	%	8/21/2028	$	-		(14,837	)		(23,021	)		(0.01	)%	E/F
GC Waves Holdings, Inc. (Mercer)	First Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%		5.50	%		8.62	%	8/13/2026	$	1,190,027		1,181,837			1,165,134			0.54	%	F
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC)	Second Lien Term Loan	SOFR(M)		1.00	%		8.50	%		12.93	%	7/5/2026	$	2,723,829		2,685,204			2,653,009			1.23	%	F
Wealth Enhancement Group, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.00	%		10.44	%	10/4/2027	$	1,380,052		1,367,039			1,309,758			0.60	%	F
Wealth Enhancement Group, LLC	Sr Secured Revolver	SOFR(S)		1.00	%		6.00	%		10.44	%	10/4/2027	$	-		(734	)		(4,009	)		0.00	%	E/F
Wharf Street Rating Acquisition LLC (KBRA)	First Lien Term Loan	LIBOR(M)		0.75	%		5.75	%		10.13	%	12/10/2027	$	2,630,284		2,585,495			2,532,701			1.17	%	F
Wharf Street Rating Acquisition LLC (KBRA)	Sr Secured Revolver	LIBOR(Q)		0.75	%		5.75	%		8.87	%	12/10/2027	$	-		(4,382	)		(9,857	)		0.00	%	E/F
Worldremit Group Limited (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	LIBOR(Q)		1.00	%		9.25	%		13.91	%	2/11/2025	$	4,000,000		3,949,763			3,924,000			1.81	%	B/F/I
																24,415,164			24,157,047			11.16	%
Health Care Equipment & Supplies
Touchstone Acquisition, Inc. (Team Technologies)	First Lien Term Loan	LIBOR(M)		0.75	%		6.00	%		10.38	%	12/29/2028	$	1,793,110		1,760,484			1,722,462			0.80	%	F

Health Care Providers & Services
CBI-Gator Acquisition, LLC	First Lien Term Loan	LIBOR(S)		0.75	%		5.75	%		10.90	%	10/25/2027	$	1,769,855		1,739,983			1,674,283			0.77	%	F
CBI-Gator Acquisition, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		5.75	%		7.73	%	10/25/2027	$	-		(5,488	)		(18,428	)		(0.01	)%	E/F
CBI-Gator Acquisition, LLC	Sr Secured Revolver	LIBOR(Q)		0.75	%		5.75	%		7.73	%	10/25/2027	$	112,861		110,277			103,381			0.05	%	F
Opco Borrower, LLC (Giving Home Health Care)	Sr Secured Revolver	SOFR(M)		1.00	%		6.50	%		10.87	%	8/19/2027	$	46,535		44,361			42,486			0.02	%	F
Opco Borrower, LLC (Giving Home Health Care)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.18	%	8/19/2027	$	2,543,416		2,519,003			2,499,161			1.15	%	F
INH Buyer, Inc. (IMS Health)	First Lien Term Loan (1.5% Exit Fee)	SOFR(Q)		1.00	%	3.50% Cash + 3.50% PIK				11.68	%	6/28/2028	$	3,604,048		3,542,677			2,828,457			1.31	%	F/I
PHC Buyer, LLC (Patriot Home Care)	First Lien Term Loan	SOFR(S)		0.75	%		6.00	%		10.70	%	5/4/2028	$	1,508,222		1,480,720			1,460,110			0.68	%	F
PHC Buyer, LLC (Patriot Home Care)	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		6.00	%		10.70	%	5/4/2028	$	-		(10,294	)		(18,421	)		(0.01	)%	E/F
																9,421,239			8,571,029			3.96	%

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	LIBOR(M)		1.00	%		7.25	%		11.54	%	5/6/2027	$	1,138,432	$	1,121,823		$	1,075,819			0.50	%	F
Appriss Health, LLC (PatientPing)	Sr Secured Revolver	LIBOR(M)		1.00	%		7.25	%		11.54	%	5/6/2027	$	-		(1,106	)		(4,185	)		0.00	%	E/F
ESO Solutions, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		11.59	%	5/3/2027	$	3,325,794		3,269,261			3,192,762			1.47	%	F
ESO Solutions, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		11.59	%	5/3/2027	$	-		(3,548	)		(9,782	)		0.00	%	E/F
Gainwell Acquisition Corp.	Second Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		11.74	%	10/2/2028	$	800,332		796,981			753,912			0.35	%	F
																5,183,411			5,008,526			2.32	%
Insurance
Alera Group, Inc.	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.60	%		10.92	%	10/2/2028	$	373,853		361,204			351,798			0.16	%	F
Alera Group, Inc.	First Lien Incremental Term Loan	SOFR(M)		0.75	%		6.00	%		10.42	%	10/2/2028	$	333,798		327,385			322,782			0.15	%	F
AmeriLife Holdings, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		9.58	%	8/31/2029	$	2,189,891		2,148,174			2,100,105			0.97	%	F
AmeriLife Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		5.75	%		10.15	%	8/31/2029	$	364,982		354,499			342,535			0.16	%	F
AmeriLife Holdings, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		5.75	%		9.58	%	8/31/2028	$	-		(5,168	)		(11,223	)		(0.01	)%	E/F
Integrity Marketing Acquisition, LLC	First Lien Incremental Term Loan	SOFR(M)		0.75	%		6.50	%		10.82	%	8/27/2025	$	2,880,792		2,830,915			2,857,745			1.32	%	F
Integrity Marketing Acquisition, LLC	Sr Secured Incremental Revolver	SOFR(M)		0.75	%		6.50	%		10.82	%	8/27/2025	$	-		(220,950	)		(23,046	)		(0.01	)%	E/F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.00	%		11.21	%	11/1/2028	$	2,125,020		2,097,934			2,020,894			0.93	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		6.00	%		11.11	%	11/1/2028	$	790,238		777,844			749,361			0.35	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		6.00	%		11.21	%	11/1/2027	$	590,283		583,048			561,360			0.26	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(S)		0.75	%		6.00	%		11.12	%	11/1/2028	$	362,232		357,234			345,932			0.16	%	F
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.00	%		9.15	%	11/1/2027	$	-		(1,203	)		(4,869	)		0.00	%	E/F
																9,610,916			9,613,374			4.44	%
Internet Software & Services
Anaconda, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		11.86	%	8/22/2027	$	843,157		835,131			831,352			0.38	%	F
Astra Acquisition Corp. (Anthology)	Second Lien Term Loan	LIBOR(M)		0.75	%		8.88	%		13.26	%	10/25/2029	$	2,853,861		2,801,791			2,568,475			1.20	%
Civic Plus, LLC	First Lien Term Loan	LIBOR(Q)		0.75	%	4.25% Cash + 2.50% PIK				11.48	%	8/25/2027	$	956,817		940,269			931,270			0.43	%	F
Civic Plus, LLC	First Lien Delay Draw Term Loan	LIBOR(Q)		0.75	%	4.25% Cash + 2.50% PIK				11.48	%	8/25/2027	$	243,022		239,156			236,533			0.11	%	F
Civic Plus, LLC	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.00	%		7.51	%	8/25/2027	$	-		(751	)		(1,292	)		0.00	%	E/F
Civic Plus, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.00	%		7.51	%	8/25/2027	$	-		(780	)		(1,166	)		0.00	%	E/F
Gympass US, LLC	First Lien Term Loan	SOFR(Q)		1.00	%	4.00% Cash + 4.00% PIK				12.77	%	7/8/2027	$	766,168		759,138			753,143			0.35	%	F
InMoment, Inc.	First Lien Term Loan	SOFR(S)		0.75	%	5.00% cash + 2.50% PIK				11.58	%	6/8/2028	$	4,550,178		4,465,712			4,445,069			2.06	%	F
Madison Logic Holdings, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		11.58	%	12/29/2028	$	2,188,849		2,123,226			2,123,184			0.98	%	F
Madison Logic Holdings, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		11.58	%	12/30/2027	$	-		(4,713	)		(4,713	)		0.00	%	E/F
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	LIBOR(Q)		0.75	%		8.25	%		12.67	%	7/27/2029	$	3,000,000		2,962,741			2,385,000			1.10	%
Magenta Buyer, LLC (McAfee)	First Lien Incremental Term Loan	Fixed		-			12.00	%		12.00	%	7/27/2028	$	303,330		272,997			283,614			0.13	%
Pluralsight, Inc.	First Lien Incremental Term Loan	LIBOR(Q)		1.00	%		8.00	%		11.83	%	4/6/2027	$	1,020,610		1,004,564			980,807			0.45	%	F
Reveal Data Corporation et al	First Lien FILO Term Loan	SOFR(S)		1.00	%		6.50	%		9.92	%	3/9/2028	$	1,117,467		1,093,022			1,080,702			0.50	%	F
Sailpoint Technologies Holdings, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.25	%		10.58	%	8/16/2029	$	1,632,483		1,600,730			1,583,019			0.73	%	F
Sailpoint Technologies Holdings, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.25	%		10.58	%	8/16/2028	$	-		(2,486	)		(3,856	)		0.00	%	E/F
Suited Connector, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		6.00	%		10.92	%	12/1/2027	$	1,343,027		1,319,710			1,077,107			0.50	%	F
Suited Connector, LLC	Sr Secured Revolver	LIBOR(S)		1.00	%		6.00	%		10.98	%	12/1/2027	$	218,645		214,970			175,353			0.08	%	F
Suited Connector, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		6.00	%		10.92	%	12/1/2027	$	-		(5,382	)		(64,938	)		(0.03	)%	E/F
Tahoe Finco, LLC (Talend)	First Lien Term Loan	LIBOR(M)		0.75	%		6.00	%		10.29	%	10/1/2028	$	4,481,637		4,404,306			4,329,710			2.00	%	F
Tahoe Finco, LLC (Talend)	Sr Secured Revolver	LIBOR(M)		0.75	%		6.00	%		10.29	%	10/1/2027	$	-		(5,531	)		(11,058	)		(0.01	)%	E/F
																25,017,820			23,697,315			10.96	%

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Internet & Catalog Retail
CommerceHub, Inc.	First Lien Term Loan	PRIME		0.75	%		5.25	%		12.25	%	12/29/2027	$	2,590,503	$	2,412,581		$	2,411,758			1.12	%	F
IT Services
Avalara, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		11.83	%	10/19/2028	$	4,548,580		4,437,271			4,412,123			2.04	%	F
Avalara, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		7.25	%		11.83	%	10/19/2028	$	-		(11,004	)		(13,646	)		(0.01	)%	E/F
Ensono, Inc.	Second Lien Term Loan B	LIBOR(S)		0.00	%		8.00	%		13.15	%	5/28/2029	$	3,000,000		2,975,089			2,775,000			1.28	%	F
Idera, Inc.	Second Lien Term Loan	LIBOR(Q)		0.75	%		6.75	%		10.50	%	3/2/2029	$	1,137,871		1,130,925			944,433			0.44	%	F
																8,532,281			8,117,910			3.75	%
Leisure Products
Peloton Interactive, Inc.	First Lien Term Loan	SOFR(S)		0.50	%		7.00	%		11.76	%	5/25/2027	$	1,048,616		1,013,182			1,034,197			0.48	%	D

Life Sciences Tools & Services
Alcami Corporation	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		11.42	%	12/21/2028	$	962,416		928,869			928,732			0.43	%	F
Alcami Corporation	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		7.00	%		11.42	%	12/21/2028	$	-		(2,793	)		(2,807	)		0.00	%	E/F
Alcami Corporation	Sr Secured Revolver	SOFR(M)		1.00	%		7.00	%		11.42	%	12/21/2028	$	-		(4,470	)		(4,491	)		0.00	%	E/F
																921,606			921,434			0.43	%
Media
Kid Distro Holdings, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		5.75	%		10.48	%	10/1/2027	$	825,021		811,453			797,465			0.37	%	F
Kid Distro Holdings, LLC	Sr Secured Revolver	LIBOR(Q)		1.00	%		5.75	%		10.48	%	10/1/2027	$	-		(1,184	)		(2,480	)		0.00	%	E/F
NEP II, Inc.	Second Lien Term Loan	LIBOR(M)		0.00	%		7.00	%		11.38	%	10/19/2026	$	130,856		123,347			97,978			0.05	%
Streamland Media Midco LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		11.11	%	8/31/2023	$	3,424,072		3,382,571			3,266,565			1.50	%	F
Streamland Media Midco LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.75	%		11.11	%	8/31/2023	$	-		(13,187	)		(49,864	)		(0.02	)%	E/F
Terraboost Media Operating Company, LLC	First Lien Term Loan	Fixed		1.00	%		10.00	%		8.14	%	8/23/2026	$	1,427,599		1,403,464			1,323,384			0.61	%	F
																5,706,464			5,433,048			2.51	%
Paper & Forest Products
Alpine Acquisition Corp II (48Forty)	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		5.50	%		10.06	%	11/30/2026	$	234,607		225,954			223,675			0.10	%	F
Alpine Acquisition Corp II (48Forty)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.50	%		9.76	%	11/30/2026	$	265,627		258,494			252,851			0.12	%	F
Alpine Acquisition Corp II (48Forty)	Sr Secured Revolver	SOFR(Q)		1.00	%		5.50	%		9.76	%	11/30/2026	$	-		(6,634	)		(12,796	)		(0.01	)%	E/F
Alpine Acquisition Corp II (48Forty)	First Lien Term Loan	SOFR(Q)		1.00	%		5.50	%		9.76	%	11/30/2026	$	3,729,989		3,658,589			3,550,576			1.65	%	F
																4,136,403			4,014,306			1.86	%
Professional Services
Cherry Bekaert Advisory, LLC	First Lien Term Loan	SOFR(M)		0.75	%		5.50	%		9.82	%	6/30/2028	$	929,153		911,785			902,672			0.42	%	F
Cherry Bekaert Advisory, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.50	%		9.78	%	6/30/2028	$	168,469		161,437			157,606			0.07	%	F
Cherry Bekaert Advisory, LLC	Sr Secured Revolver	SOFR(M)		0.75	%		5.50	%		9.82	%	6/30/2028	$	57,173		53,660			51,741			0.02	%	F
DTI Holdco, Inc. (Epiq Systems, Inc.)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.75	%		11.84	%	4/26/2030	$	1,988,125		1,950,823			1,835,701			0.85	%
GI Consilio Parent, LLC	Second Lien Term Loan	LIBOR(M)		0.50	%		7.50	%		11.88	%	5/14/2029	$	3,000,000		2,975,981			2,877,000			1.33	%	F
ICIMS, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				11.52	%	8/18/2028	$	4,391,188		4,317,018			4,224,761			1.95	%	F
ICIMS, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				11.52	%	8/18/2028	$	-		(19,160	)		(44,205	)		(0.02	)%	E/F
ICIMS, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.75	%		11.02	%	8/18/2028	$	-		(6,872	)		(15,850	)		(0.01	)%	E/F
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.75	%		13.19	%	2/17/2025	$	4,272,200		4,211,246			4,169,667			1.93	%	B/F/I
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.75	%		13.19	%	2/17/2025	$	1,750,000		1,728,525			1,708,000			0.79	%	B/F
Security Services Acquisition Sub Corp. (Protos)	First Lien Term Loan	LIBOR(M)		1.00	%		6.00	%		9.03	%	9/30/2026	$	1,452,943		1,445,196			1,419,004			0.66	%	F
VT TopCo, Inc. (Veritext)	Second Lien Term Loan	LIBOR(M)		0.75	%		6.75	%		11.13	%	8/4/2026	$	438,158		435,925			420,632			0.19	%	F
																18,165,564			17,706,729			8.18	%

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Real Estate Management & Development
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.25	%		6.00	%		9.05	%	3/2/2026	$	2,800,000	$	2,800,000		$	2,766,400			1.28	%	C/F
Greystone Select Company II, LLC (Passco)	First Lien Delayed Draw Term Loan	SOFR(M)		1.50	%		6.50	%		10.94	%	3/21/2027	$	-		(45,127	)		(48,041	)		(0.02	)%	E/F
Greystone Select Company II, LLC (Passco)	First Lien Term Loan	SOFR(M)		1.50	%		6.50	%		10.94	%	3/21/2027	$	1,847,720		1,814,206			1,814,462			0.84	%	F
																4,569,079			4,532,821			2.10	%
Road & Rail
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Term Loan	SOFR(S)		1.00	%		7.25	%		11.03	%	4/8/2025	$	4,483,350		4,438,477			4,451,967			2.06	%	F
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Incremental Term Loan	SOFR(S)		1.00	%		7.25	%		10.94	%	4/8/2025	$	516,650		511,053			513,033			0.24	%	F
																4,949,530			4,965,000			2.30	%
Semiconductors & Semiconductor Equipment
Emerald Technologies (U.S.) AcquisitionCo, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		6.25	%		10.67	%	12/29/2027	$	753,979		740,746			715,650			0.33	%
Emerald Technologies (U.S.) AcquisitionCo, Inc.	Sr Secured Revolver	SOFR(M)		1.00	%		6.00	%		10.42	%	12/29/2026	$	131,075		99,252			109,062			0.05	%	F
																839,998			824,712			0.38	%
Software
Aerospike, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		7.50	%		11.88	%	12/29/2025	$	958,030		950,539			941,551			0.44	%	F
AlphaSense, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		11.44	%	3/11/2027	$	3,443,467		3,411,590			3,412,476			1.58	%	F
Aras Corporation	First Lien Term Loan	LIBOR(Q)		1.00	%	3.25% Cash + 3.75% PIK				10.94	%	4/13/2027	$	1,763,024		1,739,412			1,696,029			0.78	%	F
Aras Corporation	Sr Secured Revolver	LIBOR(S)		1.00	%		6.50	%		9.50	%	4/13/2027	$	40,630		38,859			35,998			0.02	%	F
Backoffice Associates Holdings, LLC (Syniti)	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		12.00	%	4/30/2026	$	1,964,301		1,922,786			1,911,265			0.88	%	F
Backoffice Associates Holdings, LLC (Syniti)	Sr Secured Revolver	PRIME		1.00	%		6.75	%		14.25	%	4/30/2026	$	205,992		200,512			198,951			0.09	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/8/2027	$	2,559,435		2,528,255			2,480,860			1.15	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Incremental Term Loan	LIBOR(Q)		0.75	%		6.01	%		10.74	%	9/8/2027	$	497,668		491,108			482,390			0.22	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/8/2027	$	119,382		112,004			100,766			0.05	%	F
Bonterra LLC (fka CyberGrants Holdings, LLC)	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/8/2027	$	93,324		90,347			85,621			0.04	%	F
Fusion Risk Management, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%	3.25% Cash + 3.75% PIK				11.40	%	8/30/2028	$	3,815,832		3,734,405			3,686,094			1.70	%	F
Fusion Risk Management, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		10.90	%	8/30/2028	$	-		(8,029	)		(12,851	)		(0.01	)%	E/F
Grey Orange Incorporated	First Lien Term Loan (3.75% Exit Fee)	SOFR(Q)		1.00	%		7.25	%		12.23	%	5/6/2026	$	611,185		602,434			603,790			0.28	%	F/I
Grey Orange Incorporated	First Lien Delayed Draw Term Loan (3.75% Exit Fee)	SOFR(Q)		1.00	%		7.25	%		11.55	%	5/6/2026	$	366,711		361,497			359,316			0.17	%	F/I
GTY Technology Holdings Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				11.46	%	7/9/2029	$	1,788,305		1,755,168			1,731,079			0.80	%	F
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				11.40	%	7/9/2029	$	1,381,603		1,355,844			1,337,392			0.62	%	F
GTY Technology Holdings Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		10.83	%	7/9/2029	$	-		(5,964	)		(10,190	)		0.00	%	E/F
Howlco, LLC, (Lone Wolf)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		10.69	%	10/23/2026	$	736,890		731,257			704,909			0.33	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Term Loan	SOFR(M)		1.00	%	3.00% Cash + 3.00% PIK				10.34	%	12/17/2027	$	3,457,323		3,381,276			3,353,603			1.55	%	F
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		6.00	%		10.28	%	12/17/2027	$	-		(8,309	)		(15,056	)		(0.01	)%	E/F
Integrate.com, Inc. (Infinity Data, Inc.)	Sr Secured Revolver	SOFR(M)		1.00	%		6.00	%		10.28	%	12/17/2027	$	-		(4,155	)		(7,528	)		0.00	%	E/F
JOBVITE, Inc. (Employ, Inc.)	First Lien Term Loan	SOFR(S)		0.75	%		8.00	%		10.93	%	8/7/2028	$	2,796,125		2,728,636			2,701,616			1.25	%	F
Kaseya, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		10.33	%	6/25/2029	$	3,448,180		3,398,714			3,344,735			1.55	%	F
Kaseya, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.75	%		10.33	%	6/25/2029	$	-		(2,926	)		(6,323	)		0.00	%	E/F
Kaseya, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		5.75	%		10.33	%	6/25/2029	$	-		(2,926	)		(6,323	)		0.00	%	E/F
Kong Inc.	First Lien Term Loan	SOFR(M)		1.00	%	5.50% Cash + 3.25% PIK				12.99	%	11/1/2027	$	913,314		895,162			895,048			0.41	%	F
Lightspeed Solutions, LLC	First Lien Term Loan	SOFR(M)		0.75	%		6.50	%		10.82	%	3/1/2028	$	2,284,015		2,243,072			2,210,013			1.02	%	F
Lightspeed Solutions, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.00	%		9.04	%	3/1/2028	$	-		(12,659	)		(23,795	)		(0.01	)%	E/F
Nvest, Inc. (SigFig)	First Lien Term Loan	SOFR(S)		1.00	%		7.50	%		11.49	%	9/15/2025	$	932,814		920,552			909,120			0.42	%	F

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity / Expiration	Principal / Shares		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (Continued)
Software (Continued)
Oak Purchaser, Inc. (DaySmart)	First Lien Term Loan (1.0% Exit Fee)	SOFR(Q)		0.75	%		5.50	%		9.48	%	4/28/2028	$	650,015	$	643,515		$	627,915			0.29	%	F/I
Oak Purchaser, Inc. (DaySmart)	First Lien Delayed Draw Term Loan (1.0% Exit Fee)	SOFR(Q)		0.75	%		5.50	%		9.48	%	4/28/2028	$	145,603		141,270			130,870			0.06	%	F/I
Oak Purchaser, Inc. (DaySmart)	Sr Secured Revolver (1.0% Exit Fee)	SOFR(Q)		0.75	%		5.50	%		9.48	%	4/28/2028	$	-		(867	)		(2,947	)		0.00	%	E/F/I
Oversight Systems, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		5.25	%		11.38	%	9/24/2026	$	614,725		605,110			590,136			0.27	%	F
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	LIBOR(Q)		1.00	%	4.50% Cash + 3.00% PIK				12.25	%	3/31/2027	$	1,507,752		1,485,105			1,480,612			0.68	%	B/F
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	Sr Secured Revolver	LIBOR(Q)		1.00	%		7.00	%		12.25	%	3/31/2027	$	-		(2,308	)		(2,926	)		0.00	%	B/E/F
Smarsh, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.29	%	2/19/2029	$	1,958,057		1,922,614			1,869,944			0.86	%	F
Smarsh, Inc.	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		6.50	%		11.29	%	2/19/2029	$	244,757		236,168			222,729			0.10	%	F
Smarsh, Inc.	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.50	%		11.29	%	2/19/2029	$	-		(2,146	)		(5,507	)		0.00	%	E/F
Thunder Purchaser, Inc. (Vector Solutions)	First Lien Term Loan	LIBOR(Q)		1.00	%		5.75	%		10.48	%	6/30/2028	$	2,706,475		2,660,977			2,545,710			1.18	%	F
Thunder Purchaser, Inc. (Vector Solutions)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		5.75	%		10.48	%	6/30/2028	$	741,955		729,589			697,883			0.32	%	F
Thunder Purchaser, Inc. (Vector Solutions)	Sr Secured Revolver	LIBOR(Q)		1.00	%		5.75	%		10.48	%	6/30/2028	$	70,093		66,839			57,950			0.03	%	F
Zendesk Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.04	%	11/22/2028	$	2,943,351		2,884,675			2,884,484			1.33	%	F
Zendesk Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.50	%		11.04	%	11/22/2028	$	-		(14,449	)		(14,717	)		(0.01	)%	E/F
Zendesk Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.50	%		11.04	%	11/22/2028	$	-		(5,954	)		(6,060	)		0.00	%	E/F
Zilliant Incorporated	First Lien Term Loan	LIBOR(M)		0.75	%	2.00% Cash + 4.50% PIK				10.85	%	12/21/2027	$	2,325,359		2,287,128			2,181,187			1.01	%	F
Zilliant Incorporated	First Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%		6.00	%		10.85	%	12/21/2027	$	-		(9,219	)		(34,444	)		(0.02	)%	E/F
Zilliant Incorporated	Sr Secured Revolver	LIBOR(M)		0.75	%		6.00	%		10.35	%	12/21/2027	$	-		(3,687	)		(13,778	)		(0.01	)%	E/F
																47,172,821			46,309,597			21.41	%
Specialty Retail
Hanna Andersson, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		6.00	%		10.29	%	7/2/2026	$	2,941,719		2,897,409			2,803,458			1.30	%	F
Supergoop, LLC	First Lien Term Loan	LIBOR(M)		0.75	%		5.75	%		10.13	%	12/29/2028	$	536,578		526,961			518,013			0.23	%	F
Supergoop, LLC	Sr Secured Revolver	LIBOR(M)		0.75	%		5.75	%		10.13	%	12/29/2028	$	-		(1,260	)		(2,513	)		0.00	%	E/F
																3,423,110			3,318,958			1.53	%
Technology Hardware, Storage & Peripherals
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.00	%		11.68	%	2/17/2026	$	94,286		92,793			90,891			0.04	%	B/F

Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/17/2026	$	4,460,192		4,373,462			4,319,250			2.00	%	B/F

Total Debt Investments - 121.6% of Net Assets																218,924,162			212,884,161			98.43	%

Equity Securities
Diversified Consumer Services
Elevate Brands Holdco, Inc.	Warrants to Purchase Common Stock											3/14/2032		26,332		-			12,671			0.01	%	F/G/H
Elevate Brands Holdco, Inc.	Warrants to Purchase Preferred Stock											3/14/2032		13,166		-			10,166			0.00	%	F/G/H
PerchHQ, LLC	Warrants to Purchase Common Stock											10/15/2027		18,636		-			103,802			0.05	%	F/G/H
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares											4/28/2028		61		-			235,592			0.10	%	B/F/G/H
Razor Group GmbH (Germany)	Warrants to Purchase Series C Shares											4/28/2028		19		-			107,429			0.05	%	B/F/G/H
MXP Prime Platform GmbH (SellerX) (Germany)	Warrants to Purchase Preferred Series B Shares											11/23/2028		8		-			16,323			0.01	%	B/F/G/H
																-			485,983			0.22	%

BlackRock Direct Lending Corp.

Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Expiration	Shares		Cost		Fair Value		% of Total Cash and Investments			Notes
Equity Securities (Continued)
Diversified Financial Services
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock	2/11/2031		2,394	$	-	$	57,384		0.03	%	B/F/G/H
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series E Stock	8/27/2031		299		-		2,165		0.00	%	B/F/G/H
						-		59,549		0.03	%
Software
Grey Orange International Inc.	Warrants to Purchase Common Stock	5/6/2032		827		3,203		3,506		0.00	%	F/G/H

Total Equity Securities - 0.3% of Net Assets						3,203		549,038		0.25	%

Total Investments - 121.9% of Net Assets						218,927,365		213,433,199		98.68	%

Cash and Cash Equivalents - 1.6% of Net Assets								2,856,829		1.32	%

Total Cash and Investments - 123.5% of Net Assets								216,290,029		100.00	%

Notes to Schedule of Investments:

(A) Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

(B) Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(C) Deemed an investment company under Section 3(c) of the1940 Act and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

(D) Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.

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

(F) Restricted security. (See Note 10)

(G) Non-income producing investment.

(H) In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.

LIBOR or EURIBOR resets monthly (M), quarterly (Q) or semiannually (S).

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $116,204,730 and $13,227,195, respectively, for the year ended December 31, 2022. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2022 was $213,433,199, or 98.7% of total cash and investments of the Company. As of December 31, 2022, approximately 14.1% of the total assets of the Company were not-qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the financial statements.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited)

September 30, 2023

1. Organization and Nature of Operations

BlackRock Direct Lending Corp. (the “Company”) is a Delaware corporation formed on October 12, 2020 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to achieve high risk-adjusted returns produced from current income generated by investing primarily in senior secured corporate debt instruments. The Company invests primarily in middle-market companies headquartered in North America. The Company commenced operations on November 30, 2020.

The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.

BlackRock Capital Investment Advisors, LLC, a wholly owned, indirect subsidiary of BlackRock, Inc., serves as the advisor of the Company (the "Advisor"). BlackRock Financial Management, Inc. serves as the administrator of the Company (the “Administrator”), and is affiliated with the Advisor. Company management consists of the Advisor and the Company’s board of directors (the "Board of Directors"). The Advisor directs and executes the day-to-day operations of the Company, subject to oversight from the Board of Directors, which sets the broad policies of the Company. The Board of Directors of the Company has delegated investment management of the Company’s assets to the Advisor. The Board of Directors consists of five persons, three of whom are independent.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The following is a summary of the significant accounting policies of the Company.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well the reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.

Investment Valuation

Pursuant to Rule 2a-5 (the "Rule") under the 1940 Act, the Board of Directors designated the Advisor as the Company's valuation designee (the "Valuation Designee") to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted by the Advisor to seek to ensure compliance with the requirements of the Rule.

Investments are recorded at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in the policies adopted by the Valuation Designee and approved by the Board of Directors. Fair value is generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date.

All investments are valued at least quarterly based on quotations or other affirmative pricing from independent third-party sources, with the exception of investments priced directly by the Valuation Designee which in the aggregate comprise less than 5% of the capitalization of the Company. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

Investments not listed on a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers.

Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative valuations performed by independent valuation services approved by the Valuation Designee or, for investments aggregating less than 5% of the total assets of the Company, using valuations determined directly by the Valuation Designee. Such valuations are determined under documented valuation policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee").

Generally, to increase objectivity in valuing the investments, the Valuation Designee will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Valuation Designee’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. Such circumstances may include macroeconomic, geopolitical and other events and conditions such as the current COVID-19 pandemic that may significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on the Company’s investments. The foregoing policies apply to all investments, including any in companies and groups of affiliated companies aggregating more than 5% of the Company’s assets.

Fair valuations of investments in each asset class are determined using one or more methodologies including market quotations, the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at which transactions in securities of comparable companies occur, with appropriate adjustments for differences in company size, operations or other factors affecting comparability.

The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The discount rates used for such analyses reflect market yields for comparable investments, considering such factors as relative credit quality, capital structure, and other factors.

In following these approaches, the types of factors that may be taken into account also include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, comparable costs of capital, the principal market in which the investment trades and enterprise values, among other factors.

Investments may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as of the beginning of the reporting period.

At September 30, 2023, the Company’s investments were categorized as follows:


Level	Basis for Determining Fair Value	Bank Debt (1)		Equity Securities		Total
2	Other direct and indirect observable market inputs (2)		6,631,022		—		6,631,022
3	Independent third-party valuation sources that employ significant unobservable inputs		246,366,264		457,738		246,824,002
Total		$	252,997,286	$	457,738	$	253,455,024

(1)

Includes senior secured loans

(2)

For example, quoted prices in inactive markets or quotes for comparable investments

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

Unobservable inputs used in the fair value measurement of Level 3 investments as of September 30, 2023 included the following:


Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.) (1)
Bank Debt	$	234,861,901	Income approach	Discount rate	10.5%-25.1% (13.5%)
		7,821,818	Market quotations	Indicative bid/ask quotes	1 (1)
		3,108,401	Market comparable companies	Revenue Multiples	0.6x-1.0x (0.9x)
		574,144	Option Pricing Model	EBITDA/Revenue multiples	2.0x (2.0x)
				Implied volatility	65.0% (65.0%)
				Term	1.5 years (1.5 years)
Equity		457,738	Option Pricing Model	EBITDA/Revenue multiples	0.6x-7.3x (2.1x)
				Implied volatility	50.0%-65.0% (57.2%)
				Term	1 year-2.8 years (2.1 years)
	$	246,824,002

(1)

Weighted by fair value

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 may result in a change to the value of an investment as follows:


Input	Impact to Value if Input Increases	Impact to Value if Input Decreases
Discount rate	Decrease	Increase
Revenue multiples	Increase	Decrease
EBITDA multiples	Increase	Decrease
Book value multiples	Increase	Decrease
Implied volatility	Increase	Decrease
Term	Increase	Decrease
Yield	Increase	Decrease

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

Changes in investments categorized as Level 3 during the three months ended September 30, 2023 were as follows:


	Independent Third-Party Valuation
	Bank Debt			Equity Securities		Total
Beginning balance	$	224,881,168		$	385,031	$	225,266,199
Net realized and unrealized gains (losses)		1,320,565			72,707		1,393,272
Acquisitions (1)		25,744,357			—		25,744,357
Dispositions		(8,176,805	)		—		(8,176,805	)
Transfers into Level 3 (2)		2,596,979			—		2,596,979
Ending balance	$	246,366,264		$	457,738	$	246,824,002
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	1,538,289		$	112,721	$	1,651,010

__________________________

(1)

Includes payments received in kind and accretion of original issue and market discounts

(2)

Comprised of two investments that were transferred from Level 2 due to reduced number of market quotes

Changes in investments categorized as Level 3 during the nine months ended September 30, 2023 were as follows:


	Independent Third-Party Valuation
	Bank Debt			Equity Securities			Total
Beginning balance	$	202,878,661		$	549,038		$	203,427,699
Net realized and unrealized gains (losses)		1,218,464			(91,300	)		1,127,164
Acquisitions (1)		53,856,594			—			53,856,594
Dispositions		(15,519,401	)		—			(15,519,401	)
Transfers into Level 3 (2)		3,931,946			—			3,931,946
Ending balance	$	246,366,264		$	457,738		$	246,824,002
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	1,096,680		$	35,340		$	1,132,020

____________________________

(1)

Includes payments received in kind and accretion of original issue and market discounts

(2)

Comprised of three investments that were transferred from Level 2 due to reduced number of market quotes

At December 31, 2022, the Company’s investments were categorized as follows:


Level	Basis for Determining Fair Value	Bank Debt (1)		Equity Securities		Total
2	Other direct and indirect observable market inputs (2)		10,005,500		—		10,005,500
3	Independent third-party valuation sources that employ significant unobservable inputs		202,878,661		549,038		203,427,699
Total		$	212,884,161	$	549,038	$	213,433,199

(1)

Includes senior secured loans

(2)

For example, quoted prices in inactive markets or quotes for comparable investments

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2022 included the following:


Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.) (1)
Bank Debt	$	195,352,498	Income approach	Discount rate	9.4% - 17.9% (12.6%)
		6,926,778	Market quotations	Indicative bid/ask quotes	1 (1)
		599,385	Option Pricing Model	Implied volatility	65.0% (65.0%)
				Term	2.3 years (2.3 years)
Equity		103,803	Market comparable companies	Revenue Multiples	1.5x (1.5x)
		445,235	Option Pricing Model	EBITDA/Revenue multiples	2.5x-12.5x (4.4x )
				Implied volatility	55.0%-65.0% (63.8%)
				Term	1 year-4.3 years (2.4 years)
	$	203,427,699

(1)

Weighted by fair value

Changes in investments categorized as Level 3 during the three months ended September 30, 2022 were as follows:


	Independent Third-Party Valuation
	Bank Debt			Equity Securities		Total
Beginning balance	$	147,014,347		$	800,359	$	147,814,706
Net realized and unrealized gains (losses)		(1,033,662	)		58,749		(974,913	)
Acquisitions (1)		44,337,284			—		44,337,284
Dispositions		(4,887,033	)		—		(4,887,033	)
Ending balance	$	185,430,936		$	859,108	$	186,290,044

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(1,064,489	)	$	58,749	$	(1,005,740	)

__________________________

(1)

Includes payments received in kind and accretion of original issue and market discounts

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

Changes in investments categorized as Level 3 during the nine months ended September 30, 2022 were as follows:


	Independent Third-Party Valuation
	Bank Debt			Equity Securities		Total
Beginning balance	$	108,058,825		$	650,891	$	108,709,716
Net realized and unrealized gains (losses)		(3,613,846	)		205,014		(3,408,832	)
Acquisitions(1)		88,266,836			3,203		88,270,039
Dispositions		(9,335,748	)		—		(9,335,748	)
Transfers into Level 3 (2)		2,811,729			—		2,811,729
Transfers out of Level 3 (3)		(756,860	)		—		(756,860	)
Ending balance	$	185,430,936		$	859,108	$	186,290,044

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(3,545,189	)	$	205,013	$	(3,340,176	)

_____________________________

(1)

Includes payments received in kind and accretion of original issue and market discounts

(2)

Comprised of one investment that was transferred from Level 2 due to reduced number of market quotes

(3)

Comprised of one investment that was transferred to Level 2 due to increased observable market activity

Investment Transactions

Investment transactions are recorded on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost inventory to the basis of investments sold.

Cash and Cash Equivalents

Cash consists of amounts held in accounts with the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally 60 days or less and may not be insured by the FDIC or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy. At September 30, 2023, included in cash and cash equivalents was $2,483,671 (1.1% of net assets) held in the JPMorgan U.S. Treasury Plus Money Market Fund with a 7-day yield of 5.18%. At December 31, 2022, included in cash and cash equivalents was $1,113,076 (0.6% of net assets) held in the JPMorgan U.S. Treasury Plus Money Market Fund with a 7-day yield of 4.12%. There was no restricted cash at September 30, 2023 or December 31, 2022.

Restricted Investments

The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted investments is included at the end of the Schedules of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

Foreign Currency Investments

The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Such positions are converted at the respective closing foreign exchange rates in effect at September 30, 2023 and December 31, 2022 and reported in U.S. dollars. Purchases and sales of investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments. The Company did not hold any investments denominated in foreign currency at September 30, 2023 and December 31, 2022.

Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. Government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. Government.

Organization and Offering Costs

Costs incurred to organize the Company are expensed as incurred. During the period from November 30, 2020 (inception) to December 31, 2022, the Company incurred $71,685 in organizational expenses. During the nine months ended September 30, 2023, the Company did not incur any additional organizational expenses. From November 30, 2020 through September 30, 2023, the Company had incurred a total of $267,621 in offering costs, of which $205,176 has been charged to paid-in capital. Remaining offering costs will be charged to paid-in capital as additional capital commitments are called. The Company will not bear more than $1,000,000 for organization and offering costs.

Deferred Debt Issuance Costs

Certain costs incurred in connection with the issuance of debt of the Company were capitalized and are being amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company.

Revenue Recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

Income Taxes

The Company intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the financial statements. In accordance with ASC Topic 740 - Income Taxes, the Company recognizes in its financial statements the effect of a tax position when it is determined that such position is more likely than not, based on the technical merits, to be sustained upon examination.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies (Continued)

The tax returns of the Company remain open for examination by tax authorities for a period of three years from the date they are filed. No such examinations are currently pending. Management has analyzed tax laws and regulations and their application to the Company as of September 30, 2023, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the financial statements.

The final tax characterization of distributions is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to stockholders. Distributions can be characterized as ordinary income, capital gains and/or return of capital. As of December 31, 2022, the Company had no non-expiring capital loss carryforwards available to offset future realized capital gains.

As of December 31, 2022, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:


	December 31, 2022
Tax basis of investments	$	218,927,365

Unrealized appreciation		958,845
Unrealized depreciation		(6,453,009	)
Net unrealized appreciation (depreciation)	$	(5,494,164	)

Recent Accounting Pronouncements

In March 2020 and January 2021, the FASB issued ASU No. 2020-04 and ASU No. 2021-01, respectively, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset date of Topic 848, which deferred the sunset date of this guidance to December 31, 2024. The Company is currently evaluating the impact of adopting ASU 2020-04 on its financial statements.

3. Management Fees, Incentive Fees and Other Expenses

On November 30, 2020, the Company entered into an investment management agreement with the Advisor (the “Investment Management Agreement”). Under the Investment Management Agreement, the Advisor, for its service to the Company, is entitled to receive a management fee from the Company and an incentive fee. The management fee is calculated at an annual rate of 0.90% of the Company’s total assets (excluding cash and cash equivalents) and payable quarterly in arrears. For the period from the date the Company first issues shares of common stock to one or more investors (other than the Advisor and its affiliates) through the end of the first calendar quarter, no management fee was payable. Subsequently, the management fee is calculated based on the value of the Company’s total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The management fees for any partial quarter are appropriately prorated.

Incentive fee is only incurred to the extent the Company’s cumulative total return (after incentive fee) exceeds a 6% annual rate on daily weighted-average unreturned capital contributions. Subject to that limitation, incentive fee is calculated on net investment income (before incentive fee) and net realized gains (net of any unrealized depreciation) at a rate of 12.5%. Incentive fee is computed as the difference between incentive fee earned and incentive fee paid, subject to the total return hurdle, on a cumulative basis, and is payable quarterly in arrears. As of September 30, 2023, the Company's cumulative performance exceeded the total return hurdle, and as such the incentive fees for the three months and nine months ended September 30, 2023 were $863,801 and $3,665,612, respectively. The Company’s cumulative performance exceeded the total return hurdle as of March 31, 2022 but did not exceed the total return hurdle as of September 30, 2022, and as such the Company recorded $0 in incentive fees for the three months ended September 30, 2022 and $201,710 for the nine months ended September 30, 2022.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2023

3. Management Fees, Incentive Fees and Other Expenses (Continued)

Incentive fees on capital gains accrued on a liquidation basis (but not payable) under GAAP for the three and nine months ended September 30, 2023 were $0. Incentive fees on capital gains accrued on a liquidation basis (but not payable) under GAAP for the three months ended September 30, 2022, were $0 and ($165,778) for the nine months ended September 30, 2022. There can be no assurance that unrealized capital appreciation and depreciation will be realized in the future, or that any accrued capital gains incentive fee will become payable under the Investment Management Agreement. Incentive fee amounts on capital gains actually paid by the Company will specifically exclude consideration of unrealized capital appreciation, consistent with requirements under the Investment Advisers Act of 1940 (the “Advisers Act”) and the Investment Management Agreement.

The Company bears all expenses incurred in connection with its business, including fees and expenses of outside contracted services, such as custodian, administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any other transaction costs associated with the purchase and sale of investments.

4. Debt

On December 11, 2020, the Company issued to each of 110 separate investors an unsecured promissory note with a principal amount of $1,000, at par. The Company pays interest on the unpaid principal amount of the notes at a rate of 12.00% per annum payable semi-annually in arrears. The notes mature on December 31, 2050.

On June 18, 2021, the Company entered into a three-year revolving line of credit with Sumitomo Mitsui Banking Corporation as administrative agent, lead arranger and as a lender, with a capacity of up to $75.0 million, secured by the unfunded equity commitments of the Company’s investors (the “Capital Call Facility”). On June 15, 2023, the Capital Call Facility was amended to extend its maturity from June 16, 2023 to June 16, 2024 and to reduce the capacity from $75.0 million to $40.0 million. Prior to the amendment, interest on the Capital Call Facility accrued at a rate equal to LIBOR plus 1.95% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 0.95%, the Federal Funds Rate plus 1.45%, or one-month LIBOR plus 1.95%, whichever was highest. Effective June 15, 2023, interest on the Capital Call Facility accrues at a rate equal to SOFR plus 2.25% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 1.25%, or the Federal Funds Rate plus 1.45%, or one-month SOFR plus 2.25%, whichever is highest. Commitment fees on the Capital Call Facility accrue at a rate of 0.25% per annum when the undrawn amount of the commitment is less than 50%, and 0.30% per annum when the unused portion is equal to or greater than fifty percent (50%).

Total expenses related to debt included the following:


	Nine Months Ended September 30,
	2023		2022
Interest expense	$	1,913,891	$	942,193
Amortization of deferred debt issuance costs		172,932		232,076
Commitment fees		43,316		61,960
Total	$	2,130,139	$	1,236,229

At September 30, 2023, there was $27.5 million of debt outstanding under the Capital Call Facility, with a weighted-average interest rate, excluding fees of 7.60%. At December 31, 2022, there was $37.5 million of debt outstanding under the Capital Call Facility, with a weighted-average interest rate, excluding fees of 3.94%. Outstanding debt is carried at amortized cost in the Statements of Assets and Liabilities. As of September 30, 2023 and December 31, 2022, the estimated fair value of the outstanding debt approximated their carrying values.

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk

The Company conducts business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the Boston area.

In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers, and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2023

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk (Continued)

counterparties with whom it conducts business. Consistent with standard business practice, the Company enters into contracts that contain a variety of indemnifications and is engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.

The Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at September 30, 2023 and December 31, 2022 as follows:


		Unfunded Balances
Issuer	Maturity	September 30, 2023		December 31, 2022
2-10 Holdco, Inc.	3/26/2026	$	95,345	$	95,345
Accordion Partners LLC	8/31/2028		903,395		1,086,379
Alcami Corporation	12/21/2028		208,524		208,524
Alera Group, Inc.	10/2/2028	N/A			294,478
Alpine Acquisition Corp II (48Forty)	11/30/2026		159,616		266,026
AmeriLife Holdings, LLC	8/31/2029		410,605		456,227
Appriss Health, LLC (PatientPing)	5/6/2027		76,086		76,086
Aras Corporation	4/13/2027		32,504		81,259
Avalara, Inc.	10/19/2028		454,858		454,858
Backoffice Associates Holdings, LLC (Syniti)	4/30/2026		65,187		54,757
Bluefin Holding, LLC (BlackMountain)	9/12/2029		405,340	N/A
Bonterra LLC (fka CyberGrants Holdings, LLC)	9/8/2027		250,925		644,621
CBI-Gator Acquisition, LLC	10/25/2027	N/A			403,964
Cherry Bekaert Advisory, LLC	6/30/2028		49,550		346,086
Civic Plus, LLC	8/25/2027		84,687		92,051
CSG Buyer, Inc. (Core States)	3/31/2028		639,097		639,097
Disco Parent, Inc. (Duck Creek Technologies)	3/30/2029		224,240	N/A
E-Discovery AcquireCo, LLC (Reveal)	8/29/2029		376,388	N/A
Elevate Brands OpCo, LLC	3/15/2027	N/A			2,408,880
Emerald Technologies (U.S.) AcquisitionCo, Inc.	12/29/2026		113,201		137,033
ESO Solutions, Inc.	5/3/2027		97,824		244,561
Foreside Financial Group, LLC	9/30/2027		112,852		127,908
Freedom Financial Network Funding, LLC	9/21/2027	N/A			994,544
Fusion Holding Corp. (Finalsite)	9/15/2027		340,879		340,879
Fusion Risk Management, Inc.	5/22/2029		421,160		377,961
Greystone Select Company II, LLC (Passco)	3/21/2027	N/A			2,668,930
GC Champion Acquisition LLC (Numerix)	8/21/2028	N/A			788,388
GC Waves Holdings, Inc. (Mercer)	8/11/2028		6,846		54,633
Grey Orange Incorporated	5/6/2026	N/A			244,474
GTY Technology Holdings Inc.	7/9/2029		318,422		318,422
Homerenew Buyer, Inc. (Project Dream)	11/23/2027		95,536		1,045,346
ICIMS, Inc.	8/18/2028		1,382,501		1,584,575
Integrate.com, Inc. (Infinity Data, Inc.)	12/17/2027		564,581		752,775
Integrity Marketing Acquisition, LLC	8/19/2026		2,880,792		2,880,792
Kaseya, Inc.	6/25/2029		356,002		421,554
Kid Distro Holdings, LLC	10/1/2027		74,263		74,263
Lightspeed Solutions, LLC	3/1/2028		660,973		734,415
LJ Avalon Holdings, LLC (Ardurra)	2/1/2030		388,582	N/A
Madison Logic Holdings, Inc.	12/30/2027		157,087		157,087
Oak Purchaser, Inc. (DaySmart)	4/28/2028		326,741		374,409
Opco Borrower, LLC (Giving Home Health Care)	8/19/2027		232,674		186,139
Oranje Holdco, Inc. (KnowBe4)	2/1/2029		181,355	N/A
Oversight Systems, Inc.	9/24/2026		28,967	N/A
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	11/1/2027		257,714		217,515
PHC Buyer, LLC (Patriot Home Care)	5/4/2028		577,448		577,448
Pueblo Mechanical and Controls, LLC	8/23/2028		413,462		966,563
Sailpoint Technologies Holdings, Inc.	8/16/2028		132,507		132,507
Security Services Acquisition Sub Corp. (Protos)	9/30/2026	N/A			3,678
SellerX Germany GmbH & Co. KG (Germany)	5/23/2026		540,918		1,211,157
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	3/31/2027		81,271		162,541
Serrano Parent, LLC (Sumo Logic)	5/13/2030		388,509	N/A
Showtime Acquisition, L.L.C. (World Choice)	8/7/2028		343,261	N/A
Smarsh, Inc.	2/19/2029		367,136		367,136
Streamland Media Midco LLC	8/31/2023	N/A			1,083,996
Suited Connector, LLC	12/1/2027	N/A			327,967
Supergoop, LLC	12/29/2028		72,628		72,628
Tahoe Finco, LLC (Talend)	10/1/2027		336,123		336,123
Thermostat Purchaser III, Inc. (Reedy Industries)	8/31/2029	N/A			184,181
Thunder Purchaser, Inc. (Vector Solutions)	6/30/2028		32,126		134,346
Trintech, Inc.	7/25/2029		196,336	N/A
Vortex Finance Sub, LLC	8/31/2029		510,795	N/A
Wealth Enhancement Group, LLC	10/4/2027		1,019,730		1,703,089
Wharf Street Rating Acquisition LLC (KBRA)	12/10/2027		265,685		265,685
Zendesk Inc.	11/22/2028		1,038,830		1,038,830
Zilliant Incorporated	12/21/2027		777,778		777,778
Total Unfunded Balances		$	20,529,842	$	31,680,894

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2023

6. Other Related Party Transactions

The Company, the Advisor and affiliates may be considered related parties. From time to time, the Advisor advances payments to third parties on behalf of the Company and receives reimbursement from the Company. At September 30, 2023 and December 31, 2022, amounts reimbursable to the Advisor totaled $89,796 and $285,287 respectively, as reflected in the Statements of Assets and Liabilities.

Pursuant to an administration agreement between the Administrator and the Company (the “Administration Agreement”), the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company, as well as costs and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the Administrator or its affiliates to the Company. For the nine months ended September 30, 2023 and 2022, $224,217 and $286,181 of such costs were allocated to the Company and subject to reimbursement pursuant to the Administration Agreement, respectively.

7. Stockholders’ Equity and Dividends

As of September 30, 2023, the Company had received $301.0 million of equity commitments to purchase shares of the Company's common stock. As of September 30, 2023, $230.8 million (76.7% of total commitments) had been called. During the nine months ended September 30, 2023, the Company issued 4,806,233 shares, with an average purchase price of $10.43 per share, and par value of $0.001 per share.

Dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year. The following table summarizes the Company's dividends declared and paid for the nine months ended September 30, 2023 and 2022.


Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
April 25, 2023	June 16, 2023	June 30, 2023	Regular	$	0.27	$	5,491,790
July 27, 2023	September 15, 2023	September 29, 2023	Regular	$	0.16	$	3,643,661
				$	0.43	$	9,135,451


Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
May 16, 2022	June 16, 2022	June 30, 2022	Regular	$	0.12	$	1,401,289
July 28, 2022	September 16, 2022	September 30, 2022	Regular	$	0.17	$	2,500,426
				$	0.29	$	3,901,715

8. Subsequent Events

On October 26, 2023, the Company’s Board of Directors declared a fourth quarter regular dividend in the amount of $6,046,608, or approximately $0.27 per share, payable on November 30, 2023 to stockholders of record as of the close of business on November 16, 2023.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2023

9. Financial Highlights

The financial highlights below show the Company's results of operations for the nine months ended September 30, 2023 and 2022.


	Nine Months Ended September 30,
	2023			2022
Per Common Share
Per share NAV at beginning of period	$	10.03		$	10.34

Investment operations: (1)
Net investment income		0.80			0.65
Net realized and unrealized gain (loss)		—			(0.34	)
Total from investment operations		0.80			0.31
Dividends to common shareholders		(0.43	)		(0.29	)
Per share NAV at end of period	$	10.40		$	10.36

Total return based on net asset value: (2)		7.98	%		3.00	%

Shares outstanding at end of period		22,265,809			14,578,998
Ratios to average net asset value: (3)
Net investment income		10.70	%		8.54	%
Expenses before incentive fee (4)		3.06	%		3.64	%
Expenses and incentive fee (5)		4.88	%		3.68	%

Ending net asset value	$	231,538,308		$	151,029,422
Portfolio turnover rate		6.8	%		6.3	%
Weighted-average debt outstanding	$	36,478,132		$	39,027,582
Weighted-average interest rate on debt		7.2	%		3.4	%
Weighted-average number of shares of common stock		19,396,499			10,894,171
Weighted-average debt per share	$	1.88		$	3.58

(1)

Per share changes in net asset value are computed based on the actual number of shares outstanding during the time such activity occurred.

(2)

Not annualized for periods less than one year. Total return based on net asset value equals the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share at the beginning of the period.

(3)

Annualized for periods less than one year except for incentive fees and other certain non-recurring expenses.

(4)

Includes interest and other debt costs.

(5)

Includes incentive fees and all Company expenses including interest and other debt costs.

BlackRock Direct Lending Corp.

Notes to Financial Statements (Unaudited) (Continued)

September 30, 2023

10. Senior Securities

Information about the Company's senior securities is shown in the following table as of the end of each of the last three fiscal years and the period ended September 30, 2023.


Class and Year	Total Amount Outstanding (1)		Asset Coverage Per Unit (2)		Involuntary Liquidating Preference Per Unit (3)		Average Market Value Per Unit (4)
Unsecured Notes
As of September 30, 2023 (Unaudited)	$	110,000	$	9,356		—	N/A
Fiscal Year 2022		110,000		5,642		—	N/A
Fiscal Year 2021		110,000		4,904		—	N/A
Fiscal Year 2020		110,000		272,472		—	N/A
Capital Call Facility
As of September 30, 2023 (Unaudited)	$	27,500,000	$	9,395		—	N/A
Fiscal Year 2022		37,500,000		5,642		—	N/A
Fiscal Year 2021		22,000,000		4,928		—	N/A
Fiscal Year 2020		—		—		—	N/A

(1)

Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. The asset coverage ratio with respect to indebtedness is multiplied by $1,000 to determine the Asset Coverage Per Unit.

(3)

The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

(4)

The Company's senior securities are not registered for public trading.

BlackRock Direct Lending Corp.

Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

September 30, 2023


Investment		Acquisition Date
Elevate Brands Holdco, Inc., Warrants to Purchase Common Shares		3/14/2022
Elevate Brands Holdco, Inc., Warrants to Purchase Preferred New Super Senior Shares		3/14/2022
Grey Orange International Inc., Warrants to Purchase Common Stock		5/6/2022
MXP Prime Platform GmbH (SellerX) (Germany), Warrants to Purchase Common Stock		11/23/2021
PerchHQ, LLC, Warrants to Purchase Common Stock		9/30/2022
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series A1 Shares		4/28/2021
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series C Shares		12/23/2022
SuCo Investors, LP (Suited Connector), Warrants to Purchase Class A Units		3/6/2023
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock		2/11/2021
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series E Stock		8/27/2021

BlackRock Direct Lending Corp.

Schedule of Restricted Securities of Unaffiliated Issuers

December 31, 2022


Investment		Acquisition Date
Elevate Brands Holdco, Inc., Warrants to Purchase Common Stock		3/14/2022
Elevate Brands Holdco, Inc., Warrants to Purchase Preferred Stock		3/14/2022
Grey Orange International Inc., Warrants to Purchase Common Stock		5/6/2022
MXP Prime Platform GmbH (SellerX) (Germany), Warrants to Purchase Preferred Series B Shares		11/23/2021
PerchHQ, LLC, Warrants to Purchase Common Stock		9/30/2022
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series A1 Shares		4/28/2021
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series C Shares		12/23/2022
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock		2/11/2021
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series E Stock		8/27/2021

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

The information contained in this section should be read in conjunction with our unaudited financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or financial condition of BlackRock Direct Lending Corp. (the “Company,” “we,” “us” or “our”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

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our, or our portfolio companies’, future business, operations, operating results or prospects;

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the return or impact of current and future investments;

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the impact of a protracted decline in the liquidity of credit markets on our business;

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the impact of fluctuations in interest rates on our business;

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the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies;

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our contractual arrangements and relationships with third parties;

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the general economy and its impact on the industries in which we invest;

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the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;

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our expected financings and investments;

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the adequacy of our financing resources and working capital;

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

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

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the timing, form and amount of any dividend distributions;

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the phase-out of LIBOR and the use of replacement rates for LIBOR the consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased disruption to supply chains; and

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our ability to maintain our qualification as a RIC and as a business development company.

We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report.

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 have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

The Company is a Delaware corporation formed on October 12, 2020 and is an externally managed, closed-end, non-diversified management investment company. We have elected to be regulated as a BDC under the 1940 Act. Our investment objective is to achieve high risk-adjusted returns produced primarily from current income generated by investing primarily in senior secured corporate debt instruments. We seek to achieve our investment objective through investments in privately-originated, performing senior secured debt primarily in North America-based companies with target enterprise values between $100 million and $1.5 billion. Performing debt is debt that at the time of investment is not defaulted or, in the view of the Advisor, distressed. The Company targets positions in first lien, second lien and unitranche debt, with a preference for floating-rate debt, which the Advisor believes provides flexibility to adapt to changing market conditions. The Company may invest in securities of any maturity and credit quality. Our investment activities will benefit from what we believe are the competitive advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, middle-market companies.

The Company has elected to be treated as a RIC for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Code, for each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934 Act, as amended, (the "Exchange Act"), public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. Government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of September 30, 2023, 86.2% of our total assets were invested in qualifying assets.

Revenues

We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment related income.

Expenses

The Company is responsible for paying the compensation of the Advisor. In addition, the Company is generally responsible for all operating expenses of the Company, and shall pay, and shall reimburse the Advisor or the Administrator and their respective affiliates for, all fees, costs, expenses, liabilities and obligations of the Company relating or attributable to:

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our organization;

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calculating our net asset value (including the cost and expenses of any independent valuation firms);

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interest payable on debt, if any, incurred to finance our investments;

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the base management fee and any incentive fee;

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dividends and distributions on our shares of common stock;

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administration fees payable under the administration agreement;

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fees payable to third parties relating to, or associated with, making investments;

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transfer agent and custodial fees;

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registration fees;

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taxes;

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director fees and expenses;

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costs of preparing and filing reports or other documents with the SEC;

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costs of any reports, proxy statements or other notices to our stockholders, including printing costs;

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our fidelity bond;

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directors and officers/errors and omissions liability insurance, and any other insurance premiums;

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indemnification payments;

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direct costs and expenses of administration, including audit and legal costs; and

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all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of overhead under the administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective staffs.

The investment management agreement provides that the base management fee be calculated at an annual rate of 0.90% of our total assets (excluding cash and cash equivalents) on the last day of each preceding calendar quarter and is payable quarterly in arrears. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. No base management fee is payable for the period from the date of the initial drawdown purchase through the end of the first calendar quarter after the initial drawdown purchase. Subsequently, the base management fee is calculated based on the value of our total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The base management fee for any partial quarter is appropriately prorated.

Additionally, the investment management agreement provides that the Advisor or its affiliates may be entitled to incentive fee under certain circumstances. According to the terms of such agreement, the incentive fee equals the sum of (i) 12.5% of all net investment income and (ii) 12.5% of all net realized capital gains (net of any net unrealized capital depreciation) less net investment income incentive fee and capital gains incentive fee previously paid. However, incentive fee will only be paid to the extent the cumulative total return of the Company after incentive fee and including such payment would equal or exceed a 6% annual return on daily weighted-average contributed common equity. The determination of incentive fee is subject to limitations under the 1940 Act and the Advisers Act.

Critical accounting policies and estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements.

Valuation of portfolio investments

Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted by the Advisor to seek to ensure compliance with the requirements of the Rules.

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

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our documented valuation policies and procedures reviewed and approved by the Valuation Committee. Due to the inherent uncertainty

and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread.

The valuation process approved by the Valuation Designee with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:

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The investment professionals of the Valuation Designee provide recent portfolio company financial statements and other reporting materials to independent valuation firms approved by Valuation Committee.

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Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Valuation Designee.

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The fair value of smaller investments comprising in the aggregate less than 5% of our total capitalization may be determined by the Valuation Designee in good faith in accordance with our valuation policy without the employment of an independent valuation firm.

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The Valuation Designee determines the fair value of the remainder of investments in our portfolio in good faith based on
the input of the Valuation Committee and the respective independent valuation firms.

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

When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.

Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into the three broad levels as follows:

Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets.

Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.

Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

As of September 30, 2023, none of our investments were categorized as Level 1, 2.6% were categorized as Level 2 and 97.4% were Level 3 investments valued based on valuations by independent third-party sources.

As of December 31, 2022, none of our investments were categorized as Level 1, 4.7% were categorized as Level 2 and 95.3% were Level 3 investments valued based on valuations by independent third-party sources.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the financial statements.

Revenue recognition

Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

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. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Portfolio and investment activity

During the three months ended September 30, 2023, we invested approximately $26.5 million, comprised of investments in 4 new and 9 existing portfolio companies. Of these investments, $26.5 million, or 100.0% of total acquisitions, were in senior secured loans. Additionally, we received approximately $8.7 million in proceeds from sales or repayments of investments during the three months ended September 30, 2023.

During the nine months ended September 30, 2023, we invested approximately $54.4 million, comprised of investments in 13 new and 17 existing portfolio companies. Of these investments, $54.4 million, or 100.0% of total acquisitions, were in senior secured loans. Additionally, we received approximately $15.7 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2023.

At September 30, 2023, our investment portfolio of $253.5 million (at fair value) consisted of 110 portfolio companies and was invested 99.8% in senior secured loans and 0.2% in equity investments. Our average portfolio company investment at fair value was approximately $2.3 million. Our largest portfolio company investment by value was approximately 2.3% of our portfolio and our five largest portfolio company investments by value comprised approximately 9.8% of our portfolio at September 30, 2023.

At December 31, 2022, our investment portfolio of $213.4 million (at fair value) consisted of 101 portfolio companies and was invested 99.7% in senior secured loans and 0.3% in equity investments. Our average portfolio company investment at fair value was approximately $2.0 million. Our largest portfolio company investment by value was approximately 2.8% of our portfolio and our five largest portfolio company investments by value comprised approximately 11.5% of our portfolio at December 31, 2022.

The industry composition of our portfolio at fair value at September 30, 2023 was as follows:


Industry	Percent of Total Investments
Software		23.7	%
Diversified Financial Services		11.3	%
Internet Software & Services		10.1	%
Professional Services		7.1	%
Diversified Consumer Services		6.0	%
IT Services		5.7	%
Insurance		4.1	%
Health Care Providers & Services		3.4	%
Construction & Engineering		2.7	%
Media		2.5	%
Paper & Forest Products		2.2	%
Health Care Technology		2.1	%
Road & Rail		2.0	%
Consumer Finance		1.9	%
Real Estate Management & Development		1.8	%
Wireless Telecommunication Services		1.7	%
Pharmaceuticals		1.5	%
Commercial Services & Supplies		1.4	%
Construction Materials		1.3	%
Specialty Retail		1.3	%
Hotels, Restaurants & Leisure		1.0	%
Other		5.2	%
Total		100.0	%

The weighted average effective yield of our debt and total portfolio was 13.5% at September 30, 2023 and 12.3% at December 31, 2022. At September 30, 2023, 99.6% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 0.4% of debt investments bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 98.6% at September 30, 2023. One debt investment in the portfolio company was on non-accrual status as of September 30, 2023. At December 31, 2022, 99.6% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 0.4% of debt investments bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 98.2% at December 31, 2022. No debt investments in the portfolio company were on non-accrual status as of December 31, 2022.

Results of operations

Investment income

Investment income totaled $8.4 million and $4.6 million, respectively, for the three months ended September 30, 2023 and 2022, of which $8.4 million and $4.5 million were attributable to interest and fees on our debt investments, and $0.0 million and $0.1 million to other income, respectively. The increase in investment income in the three months ended September 30, 2023 compared to the three months ended September 30, 2022 primarily reflects the increase in interest income due to the increase in portfolio size and the rise in LIBOR/SOFR rates.

Investment income totaled $23.5 million and $10.4 million, respectively, for the nine months ended September 30, 2023 and 2022, of which $23.4 million and $10.3 million were attributable to interest and fees on our debt investments, and $0.1 million and $0.1 million to other income, respectively. The increase in investment income in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily reflects the increase in interest income due to the increase in portfolio size and the rise in LIBOR/SOFR rates.

Expenses

Total operating expenses for the three months ended September 30, 2023 and 2022 were $2.3 million and $1.2 million, respectively, comprised of $0.9 million and $0.0 million in incentive fees earned, $0.6 million and $0.6 million in interest and other debt expenses, $0.5 million and $0.4 million in management fees, $0.2 million and $0.1 million in professional fees, $0.1 million and $0.1 million in administrative expenses, $0.0 million and $0.0 million in accrued incentive fee on capital gains and $0.0 million, and

$0.0 million in other expenses, respectively. The increase in expenses in the three months ended September 30, 2023 compared to the three months ended September 30, 2022 primarily reflects an increase in incentive fees earned and increase in management fees and professional fees during the three months ended September 30, 2023.

Total operating expenses for the nine months ended September 30, 2023 and 2022 were $8.3 million and $3.2 million, respectively, comprised of $3.7 million and $0.2 million in incentive fees earned, $2.1 million and $1.2 million in interest and other debt expenses, $1.5 million and $0.9 million in management fees, $0.3 million and $0.3 million in professional fees, $0.2 million and $0.3 million in administrative expenses, $0.0 million and $(0.2) million in accrued incentive fees on capital gains and $0.5 million and $0.5 million in other expenses, respectively. The increase in expenses in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily reflects an increase in incentive fees earned and an increase in interest expense due to the rise in LIBOR/SOFR rates during the nine months ended September 30, 2023.

Net investment income (loss)

Net investment income was $6.0 million and $3.4 million respectively, for the three months ended September 30, 2023 and 2022. The increase in net investment income reflects higher investment income, partially offset by higher operating expenses during the three months ended September 30, 2023 compared to the three months ended September 30, 2022.

Net investment income was $15.2 million and $7.3 million respectively, for the nine months ended September 30, 2023 and 2022. The increase in net investment income reflects higher investment income, partially offset by higher operating expenses during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.

Net realized and unrealized gain or loss

Net realized gain (loss) for the three months ended September 30, 2023 and 2022 was $(0.0) million and $0.0 million, respectively.

Net realized gain (loss) for the nine months ended September 30, 2023 and 2022 was $(0.0) million and $0.0 million, respectively.

For the three months ended September 30, 2023 and 2022, the change in net unrealized appreciation (depreciation) was $1.0 million and $(1.1) million, respectively. The change in net unrealized appreciation (depreciation) for the three months ended September 30, 2023 was primarily driven by a $0.4 million in unrealized gains from our investment in Astra Acquisition Corp and $0.2 million in unrealized gains from our investment in SellerX as well as unrealized gains to the portfolio from tightening market spreads, offset by $0.5 million in unrealized losses from our investment in Magenta Buyer (McAfee). The change in net unrealized appreciation (depreciation) for the three months ended September 30, 2022 was primarily driven by $(0.3) million in unrealized losses from our investment in INH Buyer, Inc. and $(0.2) million in unrealized losses from our investment in Ensono, as well as unrealized losses across the portfolio from widening market spreads.

For the nine months ended September 30, 2023 and 2022, the change in net unrealized appreciation (depreciation) was $0.3 million and $(4.1) million, respectively. The change in net unrealized appreciation (depreciation) for the nine months ended September 30, 2023 was primarily driven by a $(1.5) million in unrealized losses from our investment in Magenta Buyer (McAfee) and $(0.8) million in unrealized losses from our investment in Astra Acquisition Corporation, partially offset by $0.2 million in unrealized gains from our investment in Integrity Marketing Acquisition, LLC, and $0.2 in unrealized gains from our investment in Avalara Inc. The change in net unrealized appreciation (depreciation) for the nine months ended September 30, 2022 was primarily driven by $(0.5) million unrealized depreciation from our investment in INH Buyer, Inc., $(0.4) million unrealized depreciation from our investment in Juice Plus (JP Intermediate), partially offset by $0.1 million unrealized appreciation from our investment in Razor Group, as well as unrealized losses across the portfolio from tightening market spreads.

Incentive compensation

Incentive fees for the three and nine months ended September 30, 2023 were $0.9 million $3.7 million, respectively, and were payable due to our performance exceeding the cumulative total return threshold. In addition, we did not accrue any reserves for incentive fees on capital gains based on a hypothetical liquidation basis in accordance with GAAP for the three and nine months ended September 30, 2023.

For the nine months ended September 30, 2022, $0.2 million in incentive fees earned were payable due to our performance exceeding the cumulative total return threshold. In addition, we reversed the accrual of $(0.2) million as a reserve for incentive fees on capital gains based on a hypothetical liquidation basis in accordance with GAAP.

Income tax expense, including excise tax

The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is incurred at year end as such amounts are known. No excise tax was incurred or paid in the three months ended September 30, 2023 or 2022. Excise tax of $1,809 was incurred in the nine months ended September 30, 2023.

Net increase (decrease) in net assets resulting from operations

The net increase (decrease) in net assets applicable to common stockholders resulting from operations was $7.0 million and $2.3 million respectively, for the three months ended September 30, 2023 and 2022.

The net increase (decrease) in net assets applicable to common stockholders resulting from operations was $15.4 million and $3.2 million respectively, for the nine months ended September 30, 2023 and 2022.

Liquidity and capital resources

Our liquidity and capital resources are expected to be generated primarily through the initial private placement of shares of the Company's common stock, borrowings under the Capital Call Facility, and cash flows from operations, including investments sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, payments to service our debt and other general corporate purposes.

The following table summarizes the total shares issued and proceeds received in connection with the Company’s private placement for the nine months ended September 30, 2023 and 2022.


	Nine Months Ended September 30,
	2023		2022
Shares Issued		4,806,233		6,207,019
Average Price Per Share	$	10.43	$	10.50
Proceeds (1)	$	50,122,064	$	65,154,222

(1)

Net of offering costs of $44,603 and $62,445 for the nine months ended September 30, 2023 and 2022.

On June 18, 2021, the Company entered into the Capital Call Facility with Sumitomo Mitsui Banking Corporation as administrative agent, lead arranger and as a lender, secured by the unfunded equity commitments of the Company’s investors. On June 15, 2023, the Capital Call Facility was amended to extend its maturity from June 16, 2023 to June 16, 2024 and to reduce the capacity from $75.0 million to $40.0 million. Prior to the amendment, interest on the Capital Call Facility accrued at a rate equal to LIBOR plus 1.95% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 0.95%, the Federal Funds Rate plus 1.45%, or one-month LIBOR plus 1.95%, whichever was highest. Effective June 16, 2023, interest on the Capital Call Facility accrues at a rate equal to SOFR plus 2.25% per annum, or, for short-term draws, a rate equal to the Prime Rate plus 1.25%, or the Federal Funds Rate plus 1.45%, or one-month SOFR plus 2.25%, whichever is highest. Commitment fees on the Capital Call Facility accrue at a rate of 0.25% per annum when the undrawn amount of the commitment is less than 50%, and 0.30% per annum when the unused portion is equal to or greater than 50%. At September 30, 2023, there was $27.5 million drawn on the Capital Call Facility.

Total debt outstanding as of September 30, 2023 also included unsecured promissory notes with a principal amount of $110,000, at a rate of 12% per annum, and a maturity date of December 31, 2050.

Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a BDC to have a

ratio of total outstanding indebtedness to common equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. The Company does not currently intend to seek approval for the modified asset coverage ratio election set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. As of September 30, 2023, the Company’s asset coverage ratio was 936%.

Net cash used in operating activities during the nine months ended September 30, 2023 was $(24.2) million, consisting primarily of the settlement of acquisitions of investments (net of dispositions) of $(38.0) million, and net investment income (net of non-cash income and expenses) of approximately $13.9 million.

Net cash provided by financing activities was $26.6 million during the nine months ended September 30, 2023, consisting of $50.2 million proceeds from shares of common stock sold, offset by $10.0 million credit facility repayments (net of draws), $13.5 million in dividends paid to shareholders and $0.1 million in payments for debt issuance costs.

At September 30, 2023, we had $5.3 million in cash and cash equivalents.

Contractual obligations

We have entered into several contracts under which we have future commitments. Pursuant to an investment management agreement, the Advisor manages our day-to-day operations and provides investment advisory services to us. Payments under the investment management agreement are equal to a percentage of the value of our total assets (excluding cash and cash equivalents) and an incentive fee, plus reimbursement of certain expenses incurred by the Advisor. Under our administration agreement, the Administrator provides us with administrative services, facilities and personnel. Payments under the administration agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us, and may include rent and our allocable portion of the cost of certain of our officers and their respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. The Company may terminate each of the Investment Management Agreement and Administration Agreement without penalty upon not less than 60 days’ written notice to the other party and the Advisor and the Administrator may terminate the Investment Management Agreement or Administration Agreement, as applicable, without penalty upon not less than 120 days’ written notice to the other party.

Distributions

Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.

The following tables summarize dividends declared for the nine months ended September 30, 2023 and 2022. Tax characteristics of any distributions are reported to stockholders on Form 1099-DIV for Form 1042-S after the end of the calendar year.


Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
April 25, 2023	June 16, 2023	June 30, 2023	Regular	$	0.27	$	5,491,790
July 27, 2023	September 15, 2023	September 29, 2023	Regular	$	0.16	$	3,643,661
				$	0.43	$	9,135,451


Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
May 16, 2022	June 16, 2022	June 30, 2022	Regular	$	0.12	$	1,401,289
July 28, 2022	September 16, 2022	September 30, 2022	Regular	$	0.17	$	2,500,426
				$	0.29	$	3,901,715

We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized

net long-term capital losses, if any, out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of:

•

98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;

•

98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and

•

certain undistributed amounts from previous years on which we paid no U.S. federal income tax.

We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax.

In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to pay a large portion of a dividend in shares of our common stock instead of in cash. As long as a sufficient portion of such dividend is paid in cash (which portion can generally be as low as 20%) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes.

Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

The Company has entered into an investment management agreement with the Advisor.

•

The Administrator provides us with administrative services necessary to conduct our day-to-day operations. For providing these services, facilities and personnel, the Administrator may be reimbursed by us for expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our officers and the Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we are required to provide such assistance. The Administrator is an affiliate of the Advisor.

•

We have entered into a royalty-free license agreement with BlackRock and the Advisor, pursuant to which each of BlackRock and the Advisor has agreed to grant us a non-exclusive, royalty-free license to use the name "BlackRock".

The Advisor and its affiliates, employees and associates currently do and in the future may manage other funds and accounts. The Advisor and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisor will allocate investment opportunities pro rata among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co-investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other funds or accounts do. If the Advisor is unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the Advisor may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, we may face conflict of interests and investments made pursuant to the exemptive order conditions which could

in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by us.

Recent Developments

From October 1, 2023 through November 1, 2023, the Company has invested approximately $0.3 million primarily in 1 senior secured loan with an effective yield of approximately 11.98%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. At September 30, 2023, 99.6% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At September 30, 2023, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 98.6%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is 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. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Based on our Statement of Assets and Liabilities as of September 30, 2023, the following table shows the annual impact on net investment income (excluding the related incentive fee impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments and the fact that our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure:


Basis Point Change	Net Investment Income			Net Investment Income Per Share
Up 300 basis points	$	7,043,518		$	0.32
Up 200 basis points		4,695,679			0.21
Up 100 basis points		2,347,839			0.11
Down 100 basis points		(2,347,839	)		(0.11	)
Down 200 basis points		(4,695,679	)		(0.21	)
Down 300 basis points		(7,043,518	)		(0.32	)

Item 4. Controls and Procedures

As of the period covered by this report, 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) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, as of September 30, 2023, we are currently not a party to any pending material legal proceedings.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our most recent annual report on Form 10-K, as filed with the SEC on March 2, 2023, except as below.

The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations.

Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse effect on the Company.

For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver for SVB and Signature. Although the U.S. Department of the Treasury, the Federal Reserve and the FDIC have taken measures to stabilize the financial system, uncertainty and liquidity concerns in the broader financial services industry remain. Additionally, should there be additional systemic pressure on the financial system and capital markets, we cannot assure you of the response of any government or regulator, and any response may not be as favorable to industry participants as the measures currently being pursued. In addition, highly publicized issues related to the U.S. and global capital markets in the past have led to significant and widespread investor concerns over the integrity of the capital markets. The current situation related to SVB and Signature could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital markets, and complying with the requirements of any such rules or regulations may be burdensome. Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from the Advisor.

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

On September 20, 2023, the Company issued 1,427,979 shares of Common Stock for the aggregate purchase price of approximately $15,036,619. Refer to the Schedule 13D/A filed by Public Institution for Social Security with the SEC on September 22, 2023 for more information about 1,423,235 shares of the unregistered sales of our equity securities during the quarter.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended September 30, 2023, no director or Section 16 officer of the Fund adopted or terminated a “Rule 10b5–1 trading arrangement” or “non-Rule 10b5–1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits

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


Number		Description
3.1		Certificate of Incorporation(1)
3.2		By-Laws(1)
4.1		Form of Subscription Agreement(2)
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema 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)

* Filed herewith.

(1)

Incorporated by reference to the Company’s Registration Statement on Form 10 (File No. 000-56231) filed on December 10, 2020 and incorporated herein by reference.

(2)

Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56231) filed on January 25, 2021 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

BlackRock Direct Lending Corp.


Date: November 2, 2023	By:	/s/ Nik Singhal
	Name:	Nik Singhal
	Title:	Chief Executive Officer

Date: November 2, 2023	By:	/s/ Erik L. Cuellar
	Name:	Erik L. Cuellar
	Title:	Chief Financial Officer