UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2023

Onex Falcon Direct Lending BDC Fund

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (617) 412-2700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

Emerging growth company ☒

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

Item 3.02. Unregistered Sale of Equity Securities.

On October 2, 2023, the Company sold 38,744 unregistered common shares of beneficial interest, par value $0.001 (the “Common Shares”) (with the final number of shares being determined on October 20, 2023) to investors, including feeder vehicles. The Common Shares were sold in a private placement in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and Regulation S under the Securities Act (the “Private Offering”). The following table details the shares sold:

Item 7.01. Regulation FD Disclosure.

Portfolio and Business Commentary

(All figures as of September 30, 2023, unless otherwise noted)

For the quarter ended September 30, 2023, the Company's net asset value ("NAV") per share was $24.52, down 0.4% from $24.61 as of June 30, 2023. The Company's year-to-date return through September 30, 2023 was 7.7%. The Company's annualized distribution rate is 11.4% as of September 2023.1

As of September 30, 2023, the Company's portfolio was $523.1 million based on fair market value across 29 portfolio companies and 15 industries. The Company's unfunded commitments was $19.8 million at September 30, 2023. Given our focus on lower middle market borrowers and our conservative structuring approach, our portfolio remained defensively positioned with 98% first lien debt investments and 100% floating rate debt investments based on fair market value. As of September 30, 2023, there were no investments on non-accrual status.

We continue to operate around the low end of our target leverage ratio of 0.9x to 1.0x net debt to equity and remain focused on optimizing our funding sources and liquidity. As of September 30, 2023, the Company's net leverage ratio was 0.9x2. The Company has remaining facility sizes totaling $159.0 million.3

Since inception and as of September 30, 2023, the Company has closed on 34 portfolio investments totaling over $660.0 million of commitments at the time of original closing. At the time of original closing for these 34 borrowers, the weighted average senior leverage was approximately 4.5 times, the loan-to-value ratio was approximately 38%, and the weighted average spread over reference rate to the London Interbank Offered Rate ("LIBOR"), Secured Overnight Financing Rate ("SOFR"), and Canadian Dollar Offered Rate ("CDOR") was 652 bps. As of September 30, 2023, there were 29 borrowers in the portfolio with total outstanding commitments, including unfunded loan commitments, of approximately $559.0 million.

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

Item 8.01. Other Events.

Net Asset Value

The net asset value ("NAV") per share of each class of the Company as of September 30, 2023, as determined in accordance with the Company's valuation policy, is set forth below.

As of September 30, 2023, the Company's aggregate net asset value was $275.0 million and the fair value of its investment portfolio was $523.1 million.

Status of Offering

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

SIGNATURE

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