UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 21, 2025

LAFAYETTE SQUARE USA, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (786) 753-7096

________________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective March 21, 2025, the board of directors of the Company (the “Board”) appointed Jamila Mayfield, age 43, as a director of the Company. Ms. Mayfield has been the Chief Regulatory Services Officer of COMPLY since December 2024.. Prior to joining COMPLY, Ms. Mayfield served as Founder and Chief Executive Officer of The Jamila Mayfield Group, LLC (2024-2025) and held various positions at Ernst and Young LLP, including partner (2016-2024) and Manager of Forensic and Integrity Services (2003-2008). Ms. Mayfield also held various positions at the U.S. Securities and Exchange Commission (“SEC”), Division of Examinations including Assistant Regional Director (2015-2016), Senior Risk Strategist (2013-2015) and Senior Securities Compliance Examiner (2008-2013). The Board of Directors of the Company (the “Board”) believes Ms. Mayfield’s leadership experience in regulatory compliance, risk management and financial integrity (including serving as Chair of the Investor as Purchaser Subcommittee of the SEC Investor Advisory Committee) made her an appropriate and viable candidate as a member of the Board. We expect to appoint Ms. Mayfield to the Pricing Committee, Nominating and Corporate Governance Committee, and the Audit Committee.

Forward-Looking Statements

This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to the future performance and operation of the Company. Words such as “believes,” “expects,” “projects” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the filings the Company makes with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events or otherwise

SIGNATURES

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