UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.02. Unregistered Sale of Equity Securities.
Pursuant to a capital drawdown notice to its investors, Stone Point Credit Income Fund (the “Fund”) issued and sold 858,578.635 shares of the Fund’s common shares, par value $0.001 per share (the “Common Shares”), on March 31, 2025 and April 2, 2025, for an aggregate offering price of $21,490,995.96.
The sales of Common Shares were made pursuant to subscription agreements entered into by the Fund and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase shares of Common Shares up to the amount of their respective capital commitments on an as-needed basis with a minimum of 5 business days’ prior notice to the funding date.
On April 2, 2025 (with the final number of shares being determined on April 17, 2025), the Fund issued and sold an additional 23,970.373 of the Fund’s Common Shares, pursuant to the subscription agreements entered into by the Fund and its investors, for an aggregate offering price of $600,000.00.
Each of the sales of Common Shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D, and Regulation S promulgated thereunder. The Fund has not engaged in general solicitation or advertising with regard to the issuance and sale of the Common Shares and has not offered securities to the public in connection with such issuance and sale. The Fund relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation D under the Securities Act.
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.
| Stone Point Credit Income Fund | ||
| Dated: April 22, 2025 | By: | /s/ Steven P. Henke |
| Name: | Steven P. Henke | |
| Title: | Chief Financial Officer | |