UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2024

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

 Commission
File Number: 814-01393

 Kayne

 (Exact
name of registrant as specified in its charter)

 Delaware

 86-2440860

 (State or Other Jurisdiction of
 Incorporation or Organization)

 (I.R.S. Employer
 Identification No.)

 717 Texas Avenue, Suite 2200, Houston, TX

 77002

 (Address of Principal Executive Offices)

 (Zip Code)

 (713) 493-2020

 (Registrant's
telephone number, including area code)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 None

 None

 None

registered pursuant to Section 12(g) of the Act:

Stock, par value $0.001 per share

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

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

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes No

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 As
of February 21, 2025, the registrant had 56,769 shares of common stock, $0.001 par value per share, issued and outstanding and there
was no public market for the registrant's shares.

 Documents
Incorporated by Reference

 Kayne
DL 2021, Inc. will file with the Securities and Exchange Commission, not later than 120 days after the close of its fiscal year ended
December 31, 2024, a definitive proxy statement containing the information required to be disclosed under Part III of Form 10-K.

 TABLE
OF CONTENTS

 Page

 PART
 I

 Item 1.

 Business

 Item 1A.

 Risk
 Factors

 Item 1B.

 Unresolved
 Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal
 Proceedings

 Item 4.

 Mine
 Safety Disclosures

 PART
 II

 Item 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes
 in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item 9B.

 Other
 Information

 Item 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item 10.

 Directors,
 Executive Officers and Corporate Governance

 Item 11.

 Executive
 Compensation

 Item 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Relationships and Related Transactions, and Director Independence

 Item 14.

 Accounting Fees and Services

 PART
 IV

 Item 15.

 Exhibits,
 Consolidated Financial Statements, and Schedules

 Item 16.

 Form
 10-K Summary

 SIGNATURES

 i

 PART
I

 The
following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information
appearing elsewhere in this Annual Report on Form 10-K. Except as otherwise specified, references to "we," "us,"
"our," or the "Company" refer to Kayne DL 2021, Inc., a Delaware corporation. We refer to KA Credit Advisors
II, LLC, our investment adviser, as our "Advisor." The Advisor also serves as our administrator (the "Administrator").
We refer generally to Kayne Anderson Capital Advisors, L.P., an affiliate of the Advisor, as "Kayne Anderson."

 Forward
Looking Statements

 This
Annual Report on Form 10-K contains forward-looking statements that involve substantial known and unknown risks, uncertainties
and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts,
but rather are based on current expectations, estimates and projections about the company, current and prospective portfolio investments,
the industry, beliefs and assumptions. Words such as "anticipates," "expects," "intends," "plans,"
"will," "may," "continue," "believes," "seeks," "estimates,"
"would," "could," "should," "targets," "projects," and variations of these
words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance
and are subject to risks, uncertainties and other factors, some of which are beyond control of the Company and difficult to predict and
could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

 future operating results;

 business prospects and
 the prospects of portfolio companies in which we invest;

 the ability of our portfolio companies to achieve their
 objectives;

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

 the ability of KA Credit
 Advisors II, LLC (our "Advisor") to locate suitable investments and to monitor and administer investments;

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

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

 the adequacy of our cash
 resources, financing sources and working capital;

 the timing of cash flows,
 distributions and dividends, if any, from the operations of the companies in which the Company invests;

 the ability to maintain
 qualification as a business development company ("BDC") and as a regulated investment company ("RIC") under
 the Internal Revenue Code of 1986, as amended (the "Code");

 the use
 of borrowings under our credit facility to finance a portion of the Company's investments;

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

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

 contractual arrangements
 and relationships with third parties;

 the risk associated with
 an economic downturn, increased inflation, political instability, interest rate volatility, loss of key personnel, and the illiquid
 nature of investments of the Company; and

 the risks, uncertainties
 and other factors the Company identifies under " Part I – Item 1A. Risk Factors " and elsewhere in this Annual
 Report on Form 10-K.

 We
have based the forward-looking statements included in this report on information available to us on the date of this report. We assume
no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, 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 United States Securities and Exchange Commission (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.

 Item
1. Business

 Overview

 Kayne
DL 2021, Inc. is a Delaware corporation formed to make investments in middle-market companies and commenced operations on December 16,
2021. We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated
as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we intend to qualify, annually, as a RIC under Subchapter
M of the Code.

 We
are a business development company ("BDC") that invests primarily in first lien senior secured loans, with a secondary focus
on unitranche and split-lien loans to private middle market companies. We are managed by our investment advisor KA Credit Advisors II,
LLC (the "Advisor"), an indirect controlled subsidiary of Kayne Anderson Capital Advisors, L.P. ("Kayne Anderson"),
a prominent alternative investment management firm. Our Advisor operates within Kayne Anderson's middle market private credit platform
("KAPC" or "Kayne Anderson Private Credit"). Our Advisor is registered with the United States Securities and
Exchange Commission (the "SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act").

 We
generally intend to distribute, out of assets legally available for distribution, 90% to 100% of our available earnings, on a quarterly
or annual basis, as determined by our Board of Directors (the "Board") in its sole discretion. The distributions we pay to
our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions equal to such
excess of distributions over taxable income may constitute a return of invested capital for federal income tax purposes. Such a return
of capital (i.e., a distribution that represents a return of an investor's original investment) would be nontaxable to the stockholder
and would reduce its basis in its shares. As a result, income tax related to the portion of such distributions treated as return of capital
would be deferred until any subsequent sale of shares of common stock. The specific tax characteristics of our distributions will be
reported to stockholders after the end of the calendar year.

Objective, Principal Strategy and Investment Structures

 Our
investment objective is to generate current income and, to a lesser extent, capital appreciation. We intend to have nearly all of our
debt investments in private middle market companies. We use "private" to refer to companies that are not traded on a securities
exchange and define "middle market companies" as companies that, in general, generate between $10 million and $150 million
of annual earnings before interest, taxes, depreciation and amortization, or EBITDA. Further, we refer to companies that generate between
$10 million and $50 million of annual EBITDA as "core middle market companies" and companies that generate between $50 million
and $150 million of annual EBITDA as "upper middle market companies." We typically adjust EBITDA for non-recurring and/or
normalizing items to assess the financial performance of our borrowers over time.

 We
intend to achieve our investment objective by investing primarily in first lien senior secured loans, with a secondary focus on unitranche
and split-lien loans to middle market companies. Under normal market conditions, we expect at least 90% of our portfolio (including investments
purchased with proceeds from borrowings under credit facilities) to be invested in first lien senior secured, unitranche and split-lien
loans. Our investment decisions are made on a case-by-case basis. We expect that a majority of these debt investments will be made in
core middle market companies and will generally have stated maturities of three to six years. We expect that the loans in which we principally
invest will be to companies that are located in the United States. We determine the location of a company as being in the United States
by (i) such company being organized under the laws of one of the states in the United States; or (ii) during its most
recent fiscal year, such company derived at least 50% of its revenues or profits from goods produced or sold, investments made,
or services performed in the United States or has at least 50% of its assets in the United States.

 The
Advisor executes on our investment objective by (1) accessing the established loan sourcing channels developed by Kayne Anderson's
middle market private credit platform ("KAPC" or "Kayne Anderson Private Credit"), which includes an extensive
network of private equity firms, other middle market lenders, financial advisors, intermediaries and management teams, (2) selecting
investments within our middle market company focus, (3) implementing KAPC's underwriting process and (4) drawing upon its experience
and resources and the broader Kayne Anderson network. KAPC was established in 2011 and manages (directly and through affiliates) assets
under management ("AUM") of approximately $7.1 billion related to middle market private credit as of December 31, 2024. See
" Risk Factors—Risks Relating to Our Business and Structure—We depend upon our Advisor and Administrator for our
success and upon their access to the investment professionals and partners of Kayne Anderson and its affiliates. Any inability of the
Advisor or the Administrator to maintain or develop these relationships, or the failure of these relationships to generate investment
opportunities, could adversely affect our business," and "––Risks Relating to Our Investments – Limitations
of investment due diligence expose us to investment risk."

 We intend
to principally invest in the following types of debt securities:

 First lien debt:
 Typically senior on a lien basis to the other liabilities in the issuer's capital structure with a first priority lien against
 substantially all assets of the borrower and often including a pledge of the capital stock of the business. The security interest
 ranks above the security interest of second lien lenders on those assets. These securities are typically floating rate investments
 priced with a spread to the reference rate (typically SOFR);

 Split-lien debt:
 Typically includes (i) a first lien on fixed and intangible assets of the borrower and often including a pledge of the capital stock
 of the business and (ii) a second lien on working capital assets. Used in conjunction with an asset based lender who has a first
 lien on the borrower's working capital assets. These securities are typically floating rate investments priced with a spread
 to the reference rate (typically SOFR).

 Unitranche debt:
 Combines features of first lien, second lien and subordinated debt, generally in a first lien position. These securities can generally
 be thought of as first lien investments beyond what may otherwise be considered "typical" first lien leverage levels,
 effectively representing a greater portion of the overall capitalization of the underlying business. These securities are typically
 structured as floating rate investments priced with a spread to the reference rate (typically SOFR).

 Senior
secured debt often has restrictive covenants for the purpose of pursuing principal protection and repayment before junior creditors as
covenants provide opportunities for lenders to take action following a covenant breach. The loans in which we principally invest have
financial maintenance covenants, which require borrowers maintain certain performance criteria and financial ratios on a monthly or quarterly
basis. We do not expect to principally invest in "covenant-lite" loans; we use the term "covenant lite" to refer
generally to loans that do not have a customary set of financial maintenance covenants.

 Our
portfolio is currently comprised of a broad mix of loans, with diversity among investment size and industry focus. The Advisor's
team of professionals conducts due diligence on prospective investments during the underwriting process and is involved in structuring
the credit terms of our private middle market investments. Once an investment has been made, our Advisor closely monitors each portfolio
investment and takes a proactive approach to identify and address sector or company specific risks. The Advisor seeks to maintain a regular
dialogue with portfolio company management teams (as well as their owners, the majority of whom are private equity firms, where applicable),
reviews detailed operating and financial results on a regular basis (typically monthly or quarterly) and monitors current and projected
liquidity needs, in addition to other portfolio management activities. There are no assurances that we will achieve our investment objectives.

 Listed
below are our top ten portfolio companies and industries represented as a percentage of total long-term investments as of December 31,
2024:

 Company

 Industry

 Fair

 Value

 of long-term

 Dusk
 Acquisition II Corporation (Motors & Armatures, Inc. – MARS)

 Trading
 companies & distributors

 $
 7.0

 2.7
 %

 Engineered
 Fastener Company, LLC (EFC International)

 Trading companies &
 distributors

 $
 6.9

 2.6
 %

 Genuine
 Cable Group, LLC

 Trading companies &
 distributors

 $
 6.8

 2.6
 %

 Vitesse
 Systems Parent, LLC

 $
 6.7

 2.5
 %

 BR
 PJK Produce, LLC (Keany)

 $
 6.4

 2.4
 %

 Guided
 Practice Solutions: Dental, LLC (GPS)

 Health care providers
 & services

 $
 6.3

 2.4
 %

 Light
 Wave Dental Management, LLC

 Health care providers
 & services

 $
 6.2

 2.4
 %

 American
 Equipment Holdings LLC

 Commercial services
 & supplies

 $
 6.0

 2.3
 %

 BLP
 Buyer, Inc. (Bishop Lifting Products)

 Commercial services
 & supplies

 $
 5.9

 2.3
 %

 Envirotech
 Services, LLC

 Professional
 services

 $
 5.8

 2.2
 %

 $
 64.0

 24.4
 %

 As
a BDC, at least 70% of our assets must be the type of "qualifying" assets listed in Section 55(a) of the 1940 Act, as described
herein, which are generally privately-offered securities issued by U.S. private or thinly-traded companies. We may also invest up to
30% of our portfolio opportunistically in "non-qualifying" portfolio investments. As of December 31, 2024, 4.3% of the Company's
total assets were in non-qualifying investments.

 Market
Opportunity

 We
believe that our investments represent attractive opportunities as these investments (i) generate what we believe are attractive yields
(based on our Advisor's assessment of the relative risk profile of these investments), (ii) make interest payments to us and (iii)
typically rank ahead of other debt instruments in the borrower's capital structure (100.0% of our portfolio consisted of first
lien senior secured loans as of December 31, 2024), as described above in "—Investment Objective, Principal Strategy and
Investment Structures ".

 Long-Term
Demand Drivers in the U.S. Middle Market

 We
expect that a number of factors will continue to drive strong demand for middle market senior credit, both by private equity owned and
non-private equity owned companies, for the foreseeable future, including: (i) the sheer scale of the U.S. middle market and (ii) a significant
amount of un-invested middle market private equity capital.

 The
universe of U.S. middle market companies (as defined by the National Center for the Middle Market and including all businesses with revenues
from $10.0 million to $1.0 billion) consists of nearly 200,000 potential borrowers, a substantial portion of which we believe will continue
to require access to debt capital to refinance existing debt, support growth and finance acquisitions. Together, these businesses represent
approximately one-third of the U.S. private sector gross domestic product ("GDP") making them equivalent to the size of the
third largest economy in the world on a standalone basis. (Source: National Center for The Middle Market's Mid-Year 2024 Middle
Market Indicator).

 Private
equity firms investing in these businesses held more than $1.5 trillion in un-invested capital ("dry powder") as of February
2025. We expect these private equity firms will continue to pursue acquisitions and will seek to fund a portion of these transactions
with debt. (Source: Preqin).

 Long-Term
Shift to Private, Non-Bank Financings in the U.S. Middle Market

 We
believe that the supply of capital to middle market borrowers and private equity firms acquiring these businesses has shifted substantially
to private, non-bank lenders such as ourselves due to (i) a long-term regulatory trend that has significantly reduced bank participation
in leveraged finance due to stricter federal leveraged lending guidelines, (ii) consolidation of commercial banks over the last two decades
and (iii) direct lending increasing share relative to broadly syndicated financings. We believe that some of this shift away from banks
and broadly syndicated financings can be attributed to borrowers valuing specific qualities of non-bank lenders including: (i) a focus
on ongoing partnership as opposed to transactional arrangements, (ii) more sophisticated underwriting and originations teams and (iii)
a lack of reliability exhibited by banks and more liquid market segments during periods of distress.

 In
sum, we believe there is (a) a substantial demand for loans, and (b) a substantial marketplace shift towards private, non-bank lenders.
We anticipate that these trends should benefit direct lenders such as ourselves.

 Middle
Market Attractiveness

 We
intend to have nearly all of our debt investments in private middle market companies. We believe that lending to middle market companies
(particularly in senior-focused portions of the capital structure) presents a compelling investment opportunity.

 First,
senior debt investments are made at the top of the capital structure and are repaid before unsecured creditors and equity investors.
Additionally, the types of investments in which we participate will typically include anywhere from one to five lenders in a given debt
financing thereby potentially limiting consensus risk, which is important for swift action and potential recovery to lenders in distressed
scenarios.

 Second,
we believe that these markets are underserved by traditional banking sources. We believe that this lack of financing sources leads middle
market companies to offer attractive (i) economic terms such as pricing, fees and prepayment premiums and (ii) structural terms such
as stricter covenants and more fulsome collateral packages than debt investments in public or much larger private companies.

 Competitive
Strengths

 Our
Advisor utilizes KAPC's direct lending platform to pursue investment opportunities. The leadership team of KAPC has invested in
this market across multiple platforms (e.g., not only as part of KAPC) and economic cycles, working directly together as a team for the
better part of three decades. This experience over multiple decades allows KAPC to focus on transactions in markets where it has substantial
experience and where it can bring its expertise in negotiating and structuring investments. Other specific competitive strengths of KAPC
which inure to the benefit of KBDC include:

 Leading
U.S. Core Middle Market Debt Platform. We have benefited and expect to continue to benefit from our relationship with KAPC's
large direct lending platform through our Advisor. Since its inception through December 31, 2024, KAPC has deployed nearly $12.7 billion
of capital across 426 investments in 207 portfolio companies. Our Advisor (or an affiliate thereof) has been lead agent or co-agent in
approximately 76% of investments since the inception of KAPC.

 Experienced
Credit Investors with Long Track Record. Core middle market direct lending is led by Ken Leonard (Co-CEO of the Company), Doug Goodwillie
(Co-CEO of the Company) and Andy Marek (Managing Partner of KAPC), who have a combined 90+ years of lending experience, having collectively
completed transactions representing over $17.2 billion in underwritten middle market loan commitments across multiple credit cycles since
2000. These three individuals are primarily responsible for the day-to-day operations of KAPC and have worked together directly since
2002 while Ken Leonard and Andy Marek have worked together since the late 1980's. Ken Leonard and Doug Goodwillie are primarily
responsible for the day-to-day operations of KBDC.

 The
Advisor's investment committee consists of four members (Terry Quinn, Paul Blank, Doug Goodwillie and Ken Leonard) with average
experience in credit investing in excess of 30 years. The Advisor's investment committee has overall responsibility for evaluating
and unanimously approving the Company's investments and portfolio allocations, subject to the oversight of our Board.

 Sourcing
Advantage and Well-Established Direct Relationship Model. We believe that KAPC's relationship-based sourcing model provides
strong access to proprietary transaction flow, allowing us to be highly selective in the transactions that we pursue. For the period
2021 through December 31, 2024, approximately 63% of opportunities sourced by our Advisor and 88% of opportunities executed by our Advisor
were done so without the presence of a financial intermediary, a fact pattern placing specific emphasis on long-term relationships, reputation
and certainty of execution with transaction counterparties. Importantly, we believe (based on KAPC's experience) that our existing
portfolio will continue to be an engine of new investment opportunities and will support investment flows even when broader M&A markets
may have slowed.

 We
believe that our direct sourcing model creates repeat business and sticky relationships. Under this model, since inception, (i) greater
than 90% of KAPC's investments are in companies sponsored by private equity firms (approximately 99% of the Company's investments
as of December 31, 2024), (ii) approximately 58% of KAPC's investments were made with repeat private equity sponsors and (iii)
over 110 private equity sponsors have partnered with KAPC to provide debt financing to their portfolio companies.

 Focus
on Investing in Core Middle Market. With extensive market knowledge and experience, we believe we are well positioned to capitalize
on the current market conditions in which many middle market companies and private equity sponsors need trusted sources of financing.

 Value-Lending
Philosophy. We intend to avoid high-growth markets as, in our management's experience, that growth profile attracts substantial
capital formation and, in turn, new competition, leading to the potential for longer-term uncertainty and industry upheaval.

 Disciplined
Diligence Processes, Regimented Portfolio Monitoring and Active Management. Our Advisor completes substantial hands-on diligence
throughout its investment process, which is centered around addressing a potential portfolio company's industry trends, competitive
dynamics, customer base, economic drivers, historical financial performance, financial projections, other factors such as legal and environmental
assessments as well as the strengths and weaknesses of management and / or the private equity sponsor or ownership. We target a lead
or co-lead agent role in a majority of our investments (KAPC has been lead or co-lead agent in approximately 76% of investments since
inception), typically enabling us to lead the diligence, documentation and workout processes. Since inception, KAPC has reported realized
loss rates of approximately 0.2% of average outstanding investments on an annualized basis.

 Competition

 We
compete with a number of BDCs and investment funds (both public and private), commercial and investment banks, commercial financing companies
and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially
larger and have considerably greater financial and marketing resources than we do. We believe we are able to compete with these entities
primarily on the basis of the experience and contacts of our management team, our responsive and efficient investment analysis and decision-making
processes, the investment terms we offer, and our model of investing in companies participating in industries which we know well.

 We
believe that some of our competitors may make loans with interest rates that will be lower than the rates that we offer. We do not seek
to compete solely on the interest rates that we offer to potential portfolio companies. For additional information concerning competitive
risks, see " Item 1A – Risk Factors. "

 Kayne
Anderson, Kayne Anderson Private Credit and The Advisor

 Kayne
Anderson

 Founded
in 1984, Kayne Anderson is a prominent alternative investment management firm which is registered with the SEC under the Advisers Act,
focused on real estate, credit and infrastructure/energy. Kayne Anderson provides corporate and management services (such as information
technology, human resources, compliance and legal services) to the Advisor.

 As of December 31, 2024, investment vehicles managed
or advised by Kayne Anderson had over $36 billion in assets under management ("AUM") for institutional investors, family offices,
high net worth and retail clients. Kayne Anderson has over 350 professionals located across five offices across the U.S. The firm has
approximately 150 investment professionals, approximately 33 of whom are dedicated to credit investing.

 Kayne
Anderson Private Credit

 KAPC
is Kayne Anderson's line of business focused on private credit that operates various fund vehicles targeting middle market first
lien senior secured, unitranche, and split-lien loans. KAPC was established in 2011 and manages (indirectly through affiliates) AUM of
approximately $7.1 billion related to middle market private credit as of December 31, 2024.

 KAPC's
integrated and scaled platform combines direct loan origination, strong fundamental credit analysis and relative-value perspective.

 The
Advisor – KA Credit Advisors II, LLC

 Our
investment activities are managed by our Advisor, an indirect controlled subsidiary of Kayne Anderson, and the Advisor operates within
KAPC's line of business. The Advisor is an investment advisor registered with the SEC under the Advisers Act pursuant to the Investment
Advisory Agreement. In accordance with the Advisors Act, our Advisor is responsible for originating prospective investments, conducting
research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring investments
and monitoring our investments and portfolio companies on an ongoing basis. The Advisor benefits from the scale and resources of Kayne
Anderson and specifically KAPC. While we do not have any employees, the Advisor and its affiliates have a team of approximately 33 investment
professionals who are primarily focused on credit investments. The investment team is supported by a team of finance, legal, compliance,
operations and administrative professionals.

 The
Advisor executes on our investment objective by (1) accessing the established loan sourcing channels developed by KAPC, which includes
an extensive network of private equity firms, other middle market lenders, financial advisors, intermediaries and management teams, (2)
selecting investments within our middle market company focus, (3) implementing KAPC's underwriting process and (4) drawing upon
its experience and resources and the broader Kayne Anderson network.

 The Advisor's investment committee has overall
responsibility for evaluating and unanimously approving the Company's investments, and its portfolio allocations, subject to the
oversight of our Board. The Advisor's investment committee review process is intended to bring the diverse experience and perspectives
of the Advisor's investment committee members to the analysis and consideration of every investment. The Advisor's investment
committee currently consists of Terrence J. Quinn, Vice Chairman of Kayne Anderson and Vice Chair of the Company; Paul S. Blank, President
and Chief Operating Officer of Kayne Anderson; Douglas L. Goodwillie, Co-Head of Private Credit at Kayne Anderson and Co-Chief Executive
Officer of the Company; and Kenneth B. Leonard, Co-Head of Private Credit at Kayne Anderson and Co-Chief Executive Officer of the Company.
The Advisor's investment committee also determines appropriate investment sizing and mandates ongoing monitoring requirements. Douglas
L. Goodwillie and Kenneth B. Leonard, each a Co-Chief Executive Officer of the Company, are jointly and primarily responsible for the
day-to-day management of the Company's portfolio.

 In
addition to reviewing investments, the Advisor's investment committee meetings serve as a forum to discuss credit views and outlooks.
The Advisor's investment committee also reviews potential transactions and deal flow on a regular basis. Members of the investment
team are encouraged to share information and views on credit with the committee early in their analysis. We believe this process improves
the quality of the analysis and enables investment team members to work more efficiently.

 We
make investments alongside certain entities and accounts advised by our Advisor and its affiliates. Under the 1940 Act, we are prohibited
from knowingly participating in certain joint transactions with our affiliates without the prior approval of the independent directors
and, in some cases, prior approval by the SEC. However, we generally make investments alongside affiliated entities and accounts pursuant
to exemptive relief granted by the SEC to us, our Advisor, and certain of our affiliates on August 10, 2023. Pursuant to such exemptive
relief, and subject to certain conditions, we are permitted to co-invest in the same security with our affiliates in a manner that is
consistent with our investment objective, investment strategy, regulatory consideration and other relevant factors. If opportunities
arise that would otherwise be appropriate for us and an affiliate to purchase different securities in the same issuer, our Advisor will
need to decide which account will proceed with such investment. Our Advisor's investment allocation policy incorporates the conditions
of exemptive relief to seek to ensure that investment opportunities are allocated in a manner that is fair and equitable. See " Risk
Factors — Risks Relating to Our Business and Structure — We generally may make investments that could give rise to a conflict
of interest and our ability to enter into transactions with our affiliates will be restricted."

 The
principal executive offices of our Advisor are located at 717 Texas Avenue, Suite 2200, Houston, Texas, 77002.

 Private
Offerings

 We
conduct private offerings of our Common Stock to investors in reliance on exemptions from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"). At the closing of any private offering, each investor will make a capital
commitment (a "Capital Commitment") to purchase shares of our common stock pursuant to a subscription agreement (the "Subscription
Agreement") entered into with us. Investors will be required to fund drawdowns to purchase shares of common stock up to the amount
of their respective Capital Commitments each time we deliver a notice to the investors. We commenced our loan origination and investment
activities contemporaneously with the initial drawdown from investors in the private offering on December 16, 2021 (the "Initial
Closing"). Following the Initial Closing with three investors (the "Initial Investors"), our Advisor may permit one
or more additional closings of the private offering. All purchases will generally be made pro rata in accordance with the investors'
Capital Commitments, at a per-share price as determined by our Board of Directors as of a date that is immediately prior to
the date of the applicable drawdown. The per-share price will be at least equal to net asset value, or NAV, per share in accordance
with the limitations under Section 23 of the 1940 Act.

 Our
initial private offering of shares of common stock was conducted in reliance on Regulation D under the Securities Act ("Regulation
D"). Each of our Initial Investors was an "accredited investor" as defined in Regulation D of the Securities Act. The
criteria required of Regulation D may not apply to investors in subsequent offerings.

 Our
Initial Closing of the private offering was on December 16, 2021. Additional closings may occur from time to time as determined by us.
We reserve the right to conduct additional offerings of securities in the future to investors unaffiliated with the Initial Investors,
but such offerings will be subject to the consent or approval of the holders of the majority of the Company's then outstanding
shares of common stock. In the event that we enter into a Subscription Agreement with one or more investors after the Initial Closing,
each such investor will be required to make purchases of shares of common stock (each, a "Catch-up Purchase") on one
or more dates to be determined by us. The aggregate purchase amount of any Catch-up Purchase will be equal to an amount necessary
to ensure that, upon payment of the aggregate purchase amount, such investor will have contributed the same percentage of its Capital
Commitment to us as all investors whose subscriptions were accepted at previous closings. Catch-up Purchases will be made at
a per-share price as determined by our Board of Directors prior to the date of the applicable drawdown, or such other date
as may be required to comply with the provisions of the 1940 Act. In order to more fairly allocate organizational expenses among all
of our stockholders, investors subscribing after the Initial Closing will be required to pay a price per share above net asset value
reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses.

 On February 13, 2025, we sold 4,754 shares
of our common stock for a total aggregate offering price of $25 million. As of February 21, 2025, we had entered into subscription agreements
with investors for an aggregate capital commitment of $353.5 million to purchase shares of common stock ($85.5 million is undrawn).

 We
conducted the following private offerings of our common stock associated with these subscription agreements during the year ended December
31, 2024.

 Capital
 call notice date

 stock issue date

 stock

 February 2, 2024

 February 15, 2024

 4,710

 $
 25.0

 June 20, 2024

 July 3, 2024

 4,745

 25.0

 October 9, 2024

 October 23, 2024

 4,754

 25.0

 Total

 14,209

 $
 75.0

 Commitment
Period

 Upon
the conclusion of the five-year period after our Initial Closing (the "Commitment Period"), investors will be released from
any further obligation to purchase additional shares of common stock with respect to a Capital Commitment. During the Commitment Period,
no investor will be permitted to sell, assign, transfer or otherwise dispose of its shares of common stock or Capital Commitment unless
we provide our prior written consent, which shall not be unreasonably withheld, and the transfer is otherwise made in accordance with
applicable law; provided however an investor shall be permitted to sell, assign, or transfer its shares of common stock to its affiliate.
Notwithstanding the foregoing, upon providing 60 days' notice to the Company, a majority of the holders of the Company's
then outstanding shares of common stock may terminate the Commitment Period following the second anniversary of the Initial Closing.
The approval of the requisite majority may be achieved through either a special meeting of holders of shares of common stock or written
consent in the manner provided in the Company's organizational documents. Our bylaws provide that a special meeting of stockholders
will be called by the secretary of the corporation upon the written request of stockholders entitled to cast not less than a majority
of all the votes entitled to be cast at such meeting.

 As
part of certain credit facilities, the right to make capital calls of stockholders may be pledged as collateral to a lender, which will
be able to call for capital contributions upon the occurrence of an event of default under such credit facility. To the extent such an
event of default does occur, stockholders could therefore be required to fund any shortfall up to their remaining Capital Commitments,
without regard to the underlying value of their investment.

 Structure
and Shareholder Agreements

 Upon
conclusion of the Commitment Period (the "Initial Term"), the Company will cease making new investments and commence an orderly
disposition of our investments, unless we receive shareholder approval to extend the Initial Term. We have entered into several agreements,
including subscription agreements, with the Initial Investors, which provide certain rights to such investors.

Advisory Agreement

 On February 19, 2025, our Board approved an additional
one-year term of the Investment Advisory Agreement through March 15, 2026. Pursuant to the Investment Advisory Agreement, we pay our Advisor
a fee for investment advisory and management services. The Investment Advisory Agreement may be terminated by either party with 60 days'
written notice.

Fee

 The
management fee is calculated at an annual rate of 0.75% of the fair market value of our investments including, in each case, assets purchased
with borrowings under credit facilities, but excluding cash, U.S. government securities and commercial paper instruments maturing within
one year of purchase.

 For
services rendered under the Investment Advisory Agreement, the management fee is payable quarterly in arrears and calculated based on
the average value, at the end of the two most recently completed calendar quarters, of our fair market value of investments, including,
in each case, assets purchased with borrowings under credit facilities, but excluding cash, U.S. government securities and commercial
paper instruments maturing within one year of purchase. Management fees for any partial quarter will be appropriately pro-rated.

 Administration
Agreement

 On December 16, 2021, we entered into an administration
agreement the ("Administration Agreement") with our Advisor, which serves as our administrator (the "Administrator")
and provides or oversees the performance of its required administrative services and professional services rendered by others, which include
(but are not limited to) accounting, payment of our expenses, legal, compliance, operations, technology and investor relations, preparation
and filing of its tax returns, and preparation of financial reports provided to our stockholders and filed with the SEC.

 On February 19, 2025, the Board approved an additional
one-year term of the Administration Agreement through March 15, 2026.

 We reimburse the Administrator for its costs and
expenses incurred in performing its obligations under the Administration Agreement. As the Company reimburses the Administrator for its
expenses, those costs will be ultimately borne by stockholders. The Administration Agreement may be terminated by either party with 60
days' written notice.

 Since the inception of the Company, the Administrator
has engaged sub-administrators to assist the Administrator in performing certain of its administrative duties. During this period, the
Administrator has not sought reimbursement of its expenses other than expenses incurred by the sub-administrators. On March 28, 2023,
the Administrator engaged Ultimus Fund Solutions, LLC under a sub-administration agreement. Under the terms of the sub-administration
agreement, Ultimus Fund Solutions, LLC provides fund administration and fund accounting services. Since March 28, 2023, the Company has
paid fees to Ultimus Fund Solutions, LLC, which constitute reimbursable expenses under the Administration Agreement. The Administrator
may enter into additional sub-administration agreements with third parties to perform other administrative and professional services on
behalf of the Administrator.

 Risk

 Broad
Diversification. We diversify our investments by company, asset type, investment size and industry focus. Furthermore, we
must meet certain diversification tests in order to qualify as a RIC for U.S. federal income tax purposes (the "Diversification
Tests"). See " Item 1. Business — Material U.S. Federal Income Tax Considerations. "

 Hedging. We
may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject
to the requirements of the 1940 Act and to applicable CFTC regulations. While hedging activities may insulate us against adverse changes
in interest rates, they may also limit our ability to participate in benefits of such changes with respect to our portfolio of investments.
The Advisor will claim relief from CFTC registration and regulation as a commodity pool operator with respect to our operations, with
the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions.
Specifically, we will be subject to strict limitations on using such derivatives other than for hedging purposes, whereby the use of
derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums
required to establish such positions do not exceed five percent of the liquidation value of our portfolio, after taking into account
unrealized profits and unrealized losses on any such contracts we have entered into; or (ii) the aggregate net notional value of
such derivatives does not exceed 100% of the liquidation value of our portfolio.

 Regulation
as a Business Development Company

 General

 A
BDC is a specialized investment vehicle that elects to be regulated under the 1940 Act as an investment company but is generally subject
to less onerous requirements than other registered investment companies under a regime designed to encourage lending to U.S.-based small
and mid-sized businesses. Unlike many similar types of investment vehicles that are restricted to being private entities, the
stock of a BDC is permitted to trade in the public equity markets. BDCs are also eligible to elect to be treated as a RIC under Subchapter
M of the Code. A RIC typically does not incur significant entity-level income taxes, because it is generally entitled to deduct distributions
made to its stockholders.

 Qualifying

 Under
the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred
to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC's total
assets. The principal categories of qualifying assets relevant to our proposed business are the following:

 (1)

 purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain
 limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated
 person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible
 portfolio company is defined in the 1940 Act as any issuer which:

 (a)

 is organized under the
 laws of, and has its principal place of business in, the United States;

 (b)

 is not an investment company
 (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for
 certain exclusions under the 1940 Act; and

 (c)

 satisfies either of the following:

 (i)

 does not have any class
 of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject
 to a $250 million market capitalization maximum; or

 (ii)

 is controlled by a BDC
 or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the
 eligible portfolio company, and, as a result, the BDC has an affiliated person who is a director of the eligible portfolio company.

 (2)

 of any eligible portfolio company which we control.

 (3)

 purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer,
 or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior
 to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional
 lending or financing arrangements.

 (4)

 of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities
 and we already own 60% of the outstanding equity of the eligible portfolio company.

 (5)

 received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to
 the exercise of warrants or rights relating to such securities.

 (6)

 Cash,
 cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

 We
may invest up to 30% of our portfolio opportunistically in "non-qualifying assets."

 Managerial
Assistance to Portfolio Companies

 In
addition, a BDC must be organized and have its principal place of business in the United States and must be operated for the purpose
of making investments in the types of securities described in (1), (2), or (3) above under " —Regulation as a Business
Development Company—Qualifying Assets." However, in order to count portfolio securities as qualifying assets for the
purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the
securities significant managerial assistance. However, when the BDC purchases securities in conjunction with one or more other persons
acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance
means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if
accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies
of a portfolio company.

 Temporary

 Pending
investment in other types of "qualifying assets," as described above, our investments may consist of cash, cash equivalents,
U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to,
collectively, as temporary investments, so that 70% of our assets are qualifying assets.

 Senior
Securities and Indebtedness

 We
will be permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares
of common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. We
are required to meet an asset coverage ratio of total assets (less total liabilities other than indebtedness) to total borrowings and
other senior securities of at least 150%. If this ratio declines below 150%, we cannot incur additional leverage and could be required
to sell a portion of our investments to repay some leverage when it is disadvantageous to do so. As defined in the 1940 Act, asset coverage
of 150% means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities.

 In
addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or
the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase.
We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage.
Regulations governing our operations as a BDC will affect our ability to raise, and the method of raising, additional capital, which
may expose us to risks.

 Codes
of Ethics

 We
and our Advisor have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal
investments and restricts certain personal securities transactions. Personnel subject to the joint code may invest in securities for
their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in
accordance with the code's requirements. In addition, we have adopted a code of ethics applicable to our Principal Executive Officer,
Principal Accounting Officer and senior financial officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002. You may review
or download the codes of ethics from the SEC's Edgar database as part of our filings under www.sec.gov, or by written request to
the following: Chief Compliance Officer, Kayne Anderson, 717 Texas Avenue, Suite 2200, Houston, TX 77002.

 Compliance
Policies and Procedures

 We
make investments alongside certain entities and accounts advised by our Advisor and its affiliates. Under the 1940 Act, we are prohibited
from knowingly participating in certain joint transactions with our affiliates without the prior approval of the independent directors
and, in some cases, prior approval by the SEC. However, we generally make investments alongside affiliated entities and accounts pursuant
to exemptive relief granted by the SEC to us, our Advisor, and certain of our affiliates on August 10, 2023. Pursuant to such exemptive
relief, and subject to certain conditions, we are permitted to co-invest in the same security with our affiliates in a manner
that is consistent with our investment objective, investment strategy, regulatory consideration and other relevant factors. If opportunities
arise that would otherwise be appropriate for us and an affiliate to purchase different securities in the same issuer, our Advisor will
need to decide which account will proceed with such investment. Our Advisor's investment allocation policy incorporates the conditions
of exemptive relief to seek to ensure that investment opportunities are allocated in a manner that is fair and equitable.

 We
will be periodically examined by the SEC for compliance with the 1940 Act.

 We
are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement.
Furthermore, as a BDC, we will be prohibited from protecting any director or officer against any liability to us or our stockholders
arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's
office.

 We
and our Advisor have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the
federal securities laws and will be required to review these compliance policies and procedures annually for their adequacy and the effectiveness
of their implementation and designate a chief compliance officer to be responsible for administering the policies and procedures.

 Sarbanes-Oxley
Act

 The
Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, imposes a variety of regulatory requirements on companies with a class
of securities registered under the Exchange Act and their insiders. Many of these requirements affect us. For example:

 pursuant to Rule 13a-14 under
 the Exchange Act our principal executive officer and principal financial officer must certify the accuracy of the financial statements
 contained in our periodic reports;

 pursuant to Item 307 under
 Regulation S-K under the Securities Act our periodic reports must disclose our conclusions about the effectiveness of our
 disclosure controls and procedures;

 pursuant to Rule 13a-15 of
the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control over financial reporting
and (once we cease to be an emerging growth company under the JOBS Act, or if later, for the year following our first annual report required
to be filed with the SEC as a public company) must obtain an audit of the effectiveness of internal control over financial reporting
performed by our independent registered public accounting firm; and

 pursuant to Item 308 of
 Regulation S-K under the Securities Act and Rule 13a-15 under the Exchange Act, our periodic reports must disclose
 whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly
 affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies
 and material weaknesses.

 The
Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act
and the regulations promulgated under such act. We will continue to monitor our compliance with all regulations that are adopted under
the Sarbanes-Oxley Act and will take actions necessary to ensure that we comply with that act in the future.

 JOBS
Act

 We
currently are and expect to remain an "emerging growth company," as defined in the Jumpstart Our Business Startups Act (the
"JOBS Act"), until the earliest of:

 the last day of the fiscal
 year ending after the fifth anniversary of an Exchange Listing occurs;

 the end of the fiscal year
 in which our total annual gross revenues first exceed $1.07 billion;

 the date on which we have,
 during the prior three-year period, issued more than $1.0 billion in non-convertible debt; and

 the last day of a fiscal
 year in which we (1) have an aggregate worldwide market value of our shares of common stock held by non-affiliates of
 $700 million or more, computed at the end of each fiscal year as of the last business day of our most recently completed second
 fiscal quarter and (2) have been an Exchange Act reporting company for at least one year (and filed at least one annual report
 under the Exchange Act).

 Under
the JOBS Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"), we are exempt from the provisions
of Section 404(b) of the Sarbanes-Oxley Act, which would require that our independent registered public accounting firm provide
an attestation report on the effectiveness of our internal control over financial reporting, until such time as we cease to be an emerging
growth company and become an accelerated filer as defined in Rule 12b-2 under the Exchange Act. This may increase the risk
that material weaknesses or other deficiencies in our internal control over financial reporting go undetected.

 Under
the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply
to private companies. We have made an irrevocable election not to take advantage of this exemption from new or revised accounting standards.
We therefore are subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 Commodities
Exchange Act

 The
Commodity Futures Trading Commission ("CFTC") and the SEC have issued final rules establishing that certain swap transactions
are subject to CFTC regulation. Engaging in such swap transactions may cause us to fall within the definition of "commodity pool"
under the Commodity Exchange Act and related CFTC regulations. The Advisor will rely on an exclusion from the definition of a CPO under
CFTC Rule 4.5 because of our limited trading in commodity interests, and the Advisor will operate us as if we were not registered as
a CPO, so that unlike a registered CPO, with respect to us, the Advisor is not required to deliver a Disclosure Document or an Annual
Report (as those terms are used in the CFTC's rules) to shareholders.

 Proxy
Voting Policies and Procedures

 We
have delegated our proxy voting responsibility to our Advisor. A summary of the Proxy Voting Policies and Procedures of our Advisor are
set forth below. These policies and procedures will be reviewed periodically by our Advisor and, subsequent to our election to be regulated
as a BDC, our non-interested directors, and, accordingly, are subject to change. For purposes of these Proxy Voting Policies
and Procedures described below, "we" "our" and "us" refers to our Advisor.

 An
investment advisor registered under the Advisers Act has a fiduciary duty to act solely in the best interests of its clients. As part
of this duty, we recognize that we must vote the Company's securities in a timely manner free of conflicts of interest and in the
best interests of the Company and its stockholders.

 These
policies and procedures for voting proxies for our investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under,
the Advisers Act.

 We
will vote proxies relating to our portfolio securities in what we believe to be the best interest of our stockholders. To ensure that
our vote is not the product of a conflict of interest, we will require that: (1) anyone involved in the decision making process
disclose to our chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with
any interested party regarding a proxy vote; and (2) employees involved in the decision making process or vote administration are
prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.

 You
may obtain information about how we voted proxies by making a written request for proxy voting information to: KA Credit Advisors II,
LLC, 717 Texas Avenue, Suite 2200, Houston, TX 77002, Attention: Chief Compliance Officer.

 Employees

 We
do not have any employees. Our day-to-day investment operations are managed by our Advisor and the Administrator. Any compensation
paid for services relating to our financial reporting and compliance functions will be paid by our Administrator. As we reimburse the
Administrator for its expenses, we will indirectly bear such cost.

 Our
Administrator engaged Ultimus Fund Solutions, LLC under a sub-administration agreement to assist the Administrator in performing
certain of its administrative duties. The Administrator may enter into additional sub-administration agreements with third-parties
to perform other administrative and professional services on behalf of the Administrator. We will pay the fees associated with such functions
on a direct basis without profit to our Administrator.

 Privacy
Principles

 We
are committed to maintaining the privacy of our investors and to safeguarding their non-public personal information. The following
information is provided to help you understand what personal information we collect, how we protect that information and why, in certain
cases, we may share information with select other parties.

 We
do not disclose any non-public personal information about our stockholders or a former stockholder to anyone, except as permitted
by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator).

 We
restrict access to non-public personal information about our stockholders to employees of our Advisor and its affiliates with
a legitimate business need for the information. We will maintain physical, electronic and procedural safeguards designed to protect the non-public personal
information of our stockholders.

 Reporting
Obligations

 Shareholders and the
public may read and copy any materials we file with the SEC at the SEC's Public Reference Room, 100 F Street, N.E., Washington,
D.C. 20549 and on the SEC's website at www.sec.gov. Information on the operation of the SEC's public reference
room may be obtained by calling the SEC at (202) 551-8090 or (800) SEC-0330. The reference to our website and
the SEC's website is an inactive textual reference only, and the information should not be considered a part of this Form 10-K.

 Material
U.S. Federal Income Tax Considerations

 The
following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment
in our shares of common stock. This summary does not purport to be a complete description of the U.S. federal income tax considerations
applicable to such an investment. For example, we have not described certain considerations that may be relevant to certain types of
holders subject to special treatment under U.S. federal income tax laws, including persons who hold our common stock as part of a straddle
or hedging, integrated or constructive sale transaction, stockholders subject to the alternative minimum tax, tax-exempt organizations, insurance
companies, brokers or dealers in securities, traders in securities that elect to mark-to-market their securities
holdings, pension plans and trusts, persons that have a functional currency (as defined in Section 985 of the Code) other than the
U.S. dollar, U.S. expatriates, regulated investment companies, real estate investment trusts, personal holding companies, persons who
acquire an interest in the Company in connection with the performance of services and financial institutions. Such persons should consult
with their own tax advisers as to the U.S. federal income tax consequences of an investment in our shares of common stock, which may
differ substantially from those described herein. This summary assumes that investors hold our shares of common stock as capital assets
(within the meaning of Section 1221 of the Code).

 The
discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as of the date of the
filing of this annual report on Form 10-K and all of which are subject to change, possibly retroactively, which could affect
the continuing validity of this discussion. We have not sought and will not seek any ruling from the Internal Revenue Service, or the
IRS, regarding any offering of our shares of common stock. This summary does not discuss any aspects of U.S. estate or gift tax or foreign,
state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or
certain other investment assets. For purposes of this discussion, references to "dividends" are to dividends within the meaning
of the U.S. federal income tax laws and associated regulations and may include amounts subject to treatment as a return of capital under
section 19(a) of the 1940 Act. A return of capital distribution is a return to stockholders of a portion of their original investment
in the Company and does not represent income or capital gains.

 A
"U.S. stockholder" is a beneficial owner of our shares of common stock that is for U.S. federal income tax purposes:

 a citizen or individual
 resident of the United States;

 a corporation, or other
 entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States
 or any state thereof or the District of Columbia;

 an estate, the income of
 which is subject to U.S. federal income taxation regardless of its source; or

 a trust if either a U.S.
 court can exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of
 its substantial decisions or the trust was in existence on August 20, 1996, was treated as a U.S. person prior to that date,
 and has made a valid election to be treated as a U.S. person.

 A
"non-U.S. stockholder" is a beneficial owner of our shares of common stock that is neither a U.S. stockholder nor
a partnership for U.S. federal income tax purposes.

 If
a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds shares of common stock, the tax
treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.
A prospective investor that is a partner in a partnership that will hold shares of common stock should consult its tax advisors with
respect to the purchase, ownership and disposition of shares of common stock.

 Tax
matters are very complicated and the tax consequences to an investor of an investment in our shares of common stock will depend on the
facts of his, her or its particular situation. We encourage investors to consult their own tax advisors regarding the specific consequences
of such an investment, including tax reporting requirements, the applicability of U.S. federal, state, local and foreign tax laws, eligibility
for the benefits of any applicable tax treaty, and the effect of any possible changes in the tax laws.

 Election
to Be Taxed as a RIC

 We
intend to elect to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level U.S.
federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. To qualify
as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described
below). In addition, to qualify for RIC treatment, we must distribute to our stockholders, for each taxable year, dividends of an amount
at least equal to the sum of 90% of our "investment company taxable income," which is generally our net ordinary income plus
the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction
for dividends paid, and 90% of our net tax-exempt interest income, if any (the "Annual Distribution Requirement").
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise
tax imposed on RICs, we must distribute to our stockholders in respect of each calendar year dividends of an amount at least equal to
the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2%
of the excess (if any) of our realized capital gains over our realized capital losses, or capital gain net income (adjusted for certain
ordinary losses), generally for the one-year period ending on October 31 of the calendar year and (3) the
sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which
we paid no federal income tax (the "Excise Tax Avoidance Requirement").

 Taxation
as a RIC

 If
we:

 qualify as a RIC; and

 satisfy the Annual Distribution
 Requirement;

 then
we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain, defined
as net long-term capital gains in excess of net short-term capital losses, we distribute to stockholders. As a RIC, we will be subject
to U.S. federal income tax at regular corporate rates on any net income or net capital gain not distributed (or deemed distributed) as
dividends to our stockholders.

 In
order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:

 have in effect an election
 to be treated as a BDC under the 1940 Act at all times during each taxable year;

 derive in each taxable
 year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the
 sale of stock or other securities, or other income derived with respect to our business of investing in such stock or securities,
 or currencies, other income derived with respect to its business of investing in such stock, securities or currencies and net income
 derived from interests in "qualified publicly traded partnerships" (partnerships that are traded on an established securities
 market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends and other
 permitted RIC income) (the "90% Income Test"); and

 diversify our holdings
 so that at the end of each quarter of the taxable year:

 at least 50% of the value
 of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such
 other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting
 securities of the issuer; and

 no more than 25% of the
 value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer
 or of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or
 similar or related trades or businesses or in the securities of one or more qualified publicly traded partnerships.

 We
may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations
that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain
cases, increasing interest rates or issued with warrants), we must include in income each year a portion of the original issue discount
that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable
year. We may also have to include in income other amounts that we have not yet received in cash, such as PIK interest and deferred loan
origination fees that are paid after origination of the loan. Because any original issue discount or other amounts accrued will be included
in our investment company taxable income for the year of accrual, we may be required to make a distribution to our shareholders in order
to satisfy the Annual Distribution Requirement, even though we will not have received the corresponding cash amount.

 We
may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local or
foreign income, franchise or other tax liabilities.

 In
addition, as a RIC, we are subject to ordinary income and capital gain distribution requirements under U.S. federal excise tax rules
for each calendar year (as discussed above). If we do not meet the required distributions, we will be subject to a 4% nondeductible federal
excise tax on the undistributed amount. The failure to meet U.S. federal excise tax distribution requirements will not cause us to lose
our RIC status. Although we currently intend to make sufficient distributions each taxable year to satisfy the U.S. federal excise tax
requirements, under certain circumstances, we may choose to retain taxable income or capital gains in excess of current year distributions
into the next tax year in an amount less than what would trigger payments of federal income tax under Subchapter M of the Code. We may
then be required to pay a 4% excise tax on such income or capital gains.

 A
RIC is limited in its ability to deduct expenses in excess of its investment company taxable income. If our deductible expenses in a
given taxable year exceed our investment company taxable income, we may incur a net operating loss for that taxable year. However, a
RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass through
to its stockholders. In addition, deductible expenses can be used only to offset investment company taxable income, not net capital gain.
A RIC may not use any net capital losses (that is, the excess of realized capital losses over realized capital gains) to offset its investment
company taxable income, but may carry forward such net capital losses, and use them to offset future capital gains, indefinitely. Due
to these limits on deductibility of expenses and net capital losses, we may for tax purposes have aggregate taxable income for several
taxable years that we are required to distribute and that is taxable to our stockholders even if such taxable income is greater than
the net income we actually earn during those taxable years.

 Any
underwriting fees paid by us with respect to our own stock are not deductible. We may be required to recognize taxable income in circumstances
in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OID (such
as debt instruments with PIK interest or, in certain cases, with increasing interest rates or issued with warrants), we must include
in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income
is received by us in the same taxable year. Because any OID accrued will be included in our investment company taxable income for the
taxable year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement,
even though we will not have received any corresponding cash amount. Furthermore, a portfolio company in which we hold equity or debt
instruments may face financial difficulty that requires us to work out, modify, or otherwise restructure such equity or debt instruments.
Any such restructuring could, depending upon the terms of the restructuring, cause us to incur unusable or nondeductible losses or recognize future non-cash taxable income.

of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat
dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (2) treat
dividends that would otherwise be eligible for the corporate dividends received deduction as ineligible for such treatment, (3) disallow,
suspend or otherwise limit the allowance of certain losses or deductions, (4) convert lower-taxed long-term capital gain into higher-taxed
short-term capital gain or ordinary income, (5) convert an ordinary loss or a deduction into a capital loss (the deductibility of
which is more limited), (6) cause us to recognize income or gain without a corresponding receipt of cash, (7) adversely affect the
time as to when a purchase or sale of stock or securities is deemed to occur, (8) adversely alter the characterization of certain
complex financial transactions and (9) produce income that will not be qualifying income for purposes of the 90% Income Test. We
intend to monitor our transactions and may make certain tax elections to mitigate the effect of these provisions and prevent our ability
to be subject to tax as a RIC.

 Gain
or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be
treated as capital gain or loss. Such gain or loss generally will be long term or short term, depending on how long we held a particular
warrant.

 Although
we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements.
However, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior
securities are outstanding unless certain "asset coverage" tests are met. See " Item 1. Business — Regulation
as a Business Development Company — Senior Securities and Indebtedness." Moreover, our ability to dispose of
assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements
relating to our qualification as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution
Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are
not advantageous.

 Some
of the income and fees that we may recognize, such as fees for providing managerial assistance, certain fees earned with respect to our
investments, income recognized in a work-out or restructuring of a portfolio investment, or income recognized from
an equity investment in an operating partnership, will not satisfy the 90% Income Test. In order to manage the risk that such income
and fees might disqualify us as a RIC for a failure to satisfy the 90% Income Test, we may be required to recognize such income and fees
indirectly through one or more entities treated as corporations for U.S. federal income tax purposes (therefore, received amounts treated
as dividends of such corporations). Such corporations will be required to pay U.S. corporate income tax on their earnings, which ultimately
will reduce our return on such income and fees.

 Failure
to Qualify as a RIC

 If
we were unable to qualify for treatment as a RIC and are unable to cure the failure, for example, by disposing of certain investments
quickly or raising additional capital to prevent the loss of RIC status, we would be subject to tax on all of our taxable income at regular
corporate rates. The Code provides some relief from RIC disqualification due to failures to comply with the 90% Income Test and the Diversification
Tests, although there may be additional taxes due in such cases. We cannot assure you that we would qualify for any such relief should
we fail the 90% Income Test or the Diversification Tests.

 Should
failure occur, not only would all our taxable income be subject to tax at regular corporate rates, we would not be able to deduct dividend
distributions to stockholders, nor would they be required to be made. Distributions, including distributions of net long-term capital
gain, would generally be taxable to our stockholders as ordinary dividend income to the extent of our current and accumulated earnings
and profits. Subject to certain limitations under the Code, certain corporate stockholders would be eligible to claim a dividends received
deduction with respect to such dividends and non-corporate stockholders would generally be able to treat such dividends as "qualified
dividend income," which is subject to reduced rates of U.S. federal income tax. Distributions in excess of our current and accumulated
earnings and profits would be treated first as a return of capital to the extent of the stockholder's tax basis, and any remaining
distributions would be treated as a capital gain. If we fail to qualify as a RIC, we may be subject to regular corporate tax on any net built-in gains with
respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would
have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized
over the next five taxable years.

 The
remainder of this discussion assumes that we qualify as a RIC and have satisfied the Annual Distribution Requirement for each taxable
year.

 Taxation
of U.S. Stockholders

 Distributions
by us generally are taxable to U.S. stockholders as ordinary income or capital gains. Distributions of our "investment company
taxable income" (which is, generally, our net ordinary income plus net short-term capital gains in excess of net long-term capital
losses) will be taxable as ordinary income to U.S. stockholders to the extent of our current or accumulated earnings and profits, whether
paid in cash or reinvested in additional shares of common stock. To the extent such distributions paid by us to non-corporate stockholders (including
individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations and if certain holding period
requirements are met, such distributions generally will be treated as qualified dividend income and generally eligible for a maximum
U.S. federal tax rate of either 15% or 20%, depending on whether the individual stockholder's income exceeds certain threshold
amounts, and if other applicable requirements are met, such distributions generally will be eligible for the corporate dividends received
deduction to the extent such dividends have been paid by a U.S. corporation. In this regard, it is anticipated that distributions paid
by us will generally not be attributable to dividends and, therefore, generally will not qualify for the preferential maximum U.S. federal
tax rate applicable to non-corporate stockholders as well as will not be eligible for the corporate dividends received
deduction.

 Distributions
of our net capital gains (which is generally our realized net long-term capital gains in excess of realized net short-term capital losses)
properly reported by us as "capital gain dividends" will be taxable to a U.S. stockholder as long-term capital gains (currently
generally at a maximum rate of either 15% or 20%, depending on whether the individual stockholder's income exceeds certain threshold
amounts) in the case of individuals, trusts or estates, regardless of the U.S. stockholder's holding period for his, her or its
shares of common stock and regardless of whether paid in cash or reinvested in additional shares of common stock. Distributions in excess
of our earnings and profits first will reduce a U.S. stockholder's adjusted tax basis in such stockholder's shares of common
stock and, after the adjusted basis is reduced to zero, will constitute capital gains to such U.S. stockholder. Stockholders receiving
dividends or distributions in the form of additional shares of common stock purchased in the market should be treated for U.S. federal
income tax purposes as receiving a distribution in an amount equal to the amount of money that the stockholders receiving cash dividends
or distributions will receive, and should have a cost basis in the shares received equal to such amount. Stockholders receiving dividends
in newly issued shares of common stock will be treated as receiving a distribution equal to the value of the shares received and should
have a cost basis of such amount.

 Although
we currently intend to distribute any net capital gains at least annually, we may in the future decide to retain some or all of our net
capital gains but designate the retained amount as a "deemed distribution." In that case, among other consequences, we will
pay tax on the retained amount, each U.S. stockholder will be required to include their share of the deemed distribution in income as
if it had been distributed to the U.S. stockholder, and the U.S. stockholder will be entitled to claim a credit or refund equal to their
allocable share of the tax paid on the deemed distribution by us. The amount of the deemed distribution net of such tax will be added
to the U.S. stockholder's tax basis for their shares of common stock. Since we expect to pay tax on any retained net capital gains
at our regular corporate tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term
capital gains, the amount of tax that individual stockholders will be treated as having paid and for which they will receive a credit
or refund will exceed the tax they owe on the retained net capital gain. Such excess generally may be claimed as a credit against the
U.S. stockholder's other U.S. federal income tax obligations or may be refunded to the extent it exceeds a stockholder's
liability for U.S. federal income tax. A stockholder that is not subject to U.S. federal income tax or otherwise required to file a U.S.
federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund
for the taxes we paid. In order to utilize the deemed distribution approach, we must provide written notice to our stockholders prior
to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of our investment company taxable income
as a "deemed distribution."

 For
purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any tax year and (2) the amount of
capital gain dividends paid for that tax year, we may, under certain circumstances, elect to treat a dividend that is paid during the
following tax year as if it had been paid during the tax year in question. If we make such an election, the U.S. stockholder will still
be treated as receiving the dividend in the tax year in which the distribution is made. However, any dividend declared by us in October,
November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during
January of the following calendar year, will be treated as if it had been received by our U.S. stockholders on December 31 of the
calendar year in which the dividend was declared.

 With
respect to the reinvestment of dividends, if a U.S. Shareholder owns shares of common stock registered in its own name, the U.S. Shareholder
will have all cash distributions automatically reinvested in additional shares of common stock unless the U.S. Shareholder opts out of
the reinvestment of dividends by delivering a written notice to our dividend paying agent prior to the record date of the next dividend
or distribution. Any distributions reinvested will nevertheless remain taxable to the U.S. Shareholder. The U.S. Shareholder will have
an adjusted basis in the additional shares of common stock purchased through the reinvestment equal to the amount of the reinvested distribution.
The additional shares of common stock will have a new holding period commencing on the day following the day on which the shares are
credited to the U.S. Shareholder's account.

 If
an investor purchases shares of common stock shortly before the record date of a distribution, the price of the shares of common stock
will include the value of the distribution and the investor will be subject to tax on the distribution even though it represents a return
of their investment.

 A
stockholder generally will recognize taxable gain or loss if the stockholder sells or otherwise disposes of their shares of common stock.
Any gain arising from such sale or disposition generally will be treated as long-term capital gain or loss if the stockholder has held
their shares of common stock for more than one year. Otherwise, it would be classified as short-term capital gain or loss. However, any
capital loss arising from the sale or disposition of shares of common stock held for six months or less will be treated as long-term
capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect
to such shares of common stock. In addition, all or a portion of any loss recognized upon a disposition of shares of common stock may
be disallowed if other shares of common stock are purchased (whether through reinvestment of distributions or otherwise) within 30 days
before or after the disposition. In such a case, the basis of shares of common stock acquired will be increased to reflect the disallowed
loss.

 In
general, individual U.S. stockholders are subject to a maximum U.S. federal income tax rate of either 15% or 20% (depending on whether
the individual U.S. stockholder's income exceeds certain threshold amounts) on their net capital gain, i.e., the excess of realized
net long-term capital gain over realized net short-term capital loss for a taxable year, including a long-term capital gain derived from
an investment in our shares of common stock. Such rate is lower than the maximum federal income tax rate on ordinary taxable income currently
payable by individuals. Corporate U.S. stockholders currently are subject to U.S. federal income tax on net capital gain at the maximum
21% rate also applied to ordinary income. Non-corporate stockholders incurring net capital losses for a tax year (i.e., net capital
losses in excess of net capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each tax year;
any net capital losses of a non-corporate stockholder in excess of $3,000 generally may be carried forward and used
in subsequent tax years as provided in the Code. Corporate stockholders generally may not deduct any net capital losses for a tax year,
but may carry back such losses for three tax years or carry forward such losses for five tax years.

 We
will send to each of our U.S. stockholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per
share and per distribution basis, the amounts includible in such U.S. stockholder's taxable income for such year as ordinary income
and as long-term capital gain. In addition, the U.S. federal tax status of each calendar year's distributions generally will be
reported to the IRS. Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. stockholder's
particular situation. Dividends distributed by us generally will not be eligible for the dividends-received deduction or the lower tax
rates applicable to certain qualified dividends.

 Until
and unless we are treated as a "publicly offered regulated investment company" (within the meaning of Section 67 of
the Code) as a result of either (1) shares of common stock and our preferred stock collectively being held by at least 500 persons
at all times during a taxable year, (2) our shares of common stock being continuously offered pursuant to a public offering (within
the meaning of Section 4 of the Securities Act) or (3) shares of common stock being treated as regularly traded on an established
securities market for any taxable year, for purposes of computing the taxable income of U.S. stockholders that are individuals, trusts
or estates, (1) our earnings will be computed without taking into account such U.S. stockholders' allocable shares of the
management fees paid to our investment advisor and certain of our other expenses, (2) each such U.S. stockholder will be treated
as having received or accrued a dividend from us in the amount of such U.S. stockholder's allocable share of these fees and expenses
for such taxable year, (3) each such U.S. stockholder will be treated as having paid or incurred such U.S. stockholder's allocable
share of these fees and expenses for the calendar year and (4) each such U.S. stockholder's allocable share of these fees
and expenses may be treated as miscellaneous itemized deductions by such U.S. stockholder. Miscellaneous itemized deductions are generally
not deductible by a U.S. stockholder that is an individual, trust or estate through 2025 and beginning in 2026 and deductible only
to the extent that the aggregate of such U.S. stockholder's miscellaneous itemized deductions exceeds 2% of such U.S. stockholder's
adjusted gross income for U.S. federal income tax purposes. Miscellaneous itemized deductions are not deductible at any time for
purposes of the alternative minimum tax for individuals and will be subject an annual cap for income tax purposes for individuals beginning
in 2026.

 Backup
withholding, currently at a rate of 24%, may be applicable to all taxable distributions to any non-corporate U.S. stockholder
(1) who fails to furnish us with a correct taxpayer identification number or a certificate that such stockholder is exempt from
backup withholding or (2) with respect to whom the IRS notifies us that such stockholder has failed to properly report certain interest
and dividend income to the IRS and to respond to notices to that effect. An individual's taxpayer identification number is his
or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. stockholder's
U.S. federal income tax liability and may entitle such stockholder to a refund, provided that proper information is timely provided to
the IRS.

 If
a U.S. stockholder recognizes a loss with respect to shares of common stock of $2 million or more for an individual stockholder
or $10 million or more for a corporate stockholder, the stockholder must file with the IRS a disclosure statement on Form 8886.
Direct stockholders of portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, stockholders
of a RIC are not exempted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether
the taxpayer's treatment of the loss is proper. U.S. stockholders should consult their tax advisors to determine the applicability
of these regulations in light of their specific circumstances.

 A
U.S. Shareholder that is a tax-exempt organization for U.S. federal income tax purposes and therefore generally exempt from U.S. federal
income taxation may nevertheless be subject to taxation to the extent that it is considered to derive unrelated business taxable income
("UBTI"). The direct conduct by a tax-exempt U.S. Shareholder of the activities we propose to conduct could give rise to
UBTI. However, a BDC (and RIC) is a corporation for U.S. federal income tax purposes and its business activities generally will not be
attributed to its shareholders for purposes of determining their treatment under current law. Therefore, a tax-exempt U.S. Shareholder
generally should not be subject to U.S. taxation solely as a result of the shareholder's ownership of our shares of common stock
and receipt of dividends with respect to such common stock. Moreover, under current law, if we incur indebtedness, such indebtedness
will not be attributed to a tax-exempt U.S. Shareholder. Therefore, a tax-exempt U.S. Shareholder should not be treated as earning income
from "debt-financed property" and dividends we pay should not be treated as "unrelated debt-financed income"
solely as a result of indebtedness that we incur. Legislation has been introduced in Congress in the past, and may be introduced again
in the future, which would change the treatment of "blocker" investment vehicles interposed between tax-exempt investors
and non-qualifying investments if enacted. In the event that any such proposals were to be adopted and applied to BDCs (and RICs), the
treatment of dividends payable to tax-exempt investors could be adversely affected. In addition, special rules would apply if we were
to invest in certain real estate mortgage investment conduits, which we do not currently plan to do, that could result in a tax-exempt
U.S. Shareholder recognizing income that would be treated as UBTI.

 An
additional 3.8% federal tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions
received from us and net gains from redemptions or other taxable dispositions of our shares) of U.S. individuals, estates and trusts
to the extent that such person's "modified adjusted gross income" (in the case of an individual) or "adjusted
gross income" (in the case of an estate or trust) exceed certain threshold amounts.

 Taxation
of Non-U.S. Stockholders

 The
following discussion only applies to certain non-U.S. stockholders. Whether an investment in the shares of common stock is appropriate
for a non-U.S. stockholder will depend upon that person's particular circumstances. An investment in the shares of common stock
by a non-U.S. stockholder may have adverse tax consequences. Non-U.S. stockholders should consult their tax advisors before investing
in our shares of common stock.

 Subject
to the discussion below, distributions of our "investment company taxable income" to non-U.S. stockholders (including interest
income, net short-term capital gain or foreign-source dividend and interest income, which generally would be free of withholding if paid
to non-U.S. stockholders directly) will be subject to withholding of U.S. federal tax at a 30% rate (or lower rate provided by an applicable
treaty) to the extent of our current and accumulated earnings and profits unless the distributions are effectively connected with a U.S.
trade or business of the non-U.S. stockholder (and, if treaty applies, are attributable to a U.S. permanent establishment of the non-U.S.
stockholder), in which case the distributions will generally be subject to U.S. federal income tax at the rates applicable to U.S. persons.
In that case, we will not be required to withhold U.S. federal tax if the non-U.S. stockholder complies with applicable certification
and disclosure requirements such as providing IRS Form W-8ECI). Special certification requirements apply to a non-U.S. stockholder that
is a foreign partnership or a foreign trust, and such entities are urged to consult their own tax advisors.

properly reported dividends received by a non-U.S. stockholder generally are exempt from U.S. federal withholding tax when they (1) are
paid in respect of our "qualified net interest income" (generally, our U.S. source interest income, other than certain contingent
interest and interest from obligations of a corporation or partnership in which we are at least a 10% stockholder, reduced by expenses
that are allocable to such income), or (2) are paid in connection with our "qualified short-term capital gains" (generally,
the excess of our net short-term capital gain over our long-term capital loss for a tax year) as well as if certain other requirements
are satisfied. Nevertheless, it should be noted that in the case of shares of our stock held through an intermediary, the intermediary
may have withheld U.S. federal income tax even if we reported the payment as an interest-related dividend or short-term capital gain
dividend. Moreover, depending on the circumstances, we may report all, some or none of our potentially eligible dividends as derived
from such qualified net interest income or as qualified short-term capital gains, or treat such dividends, in whole or in part, as ineligible
for this exemption from withholding.

 Actual
or deemed distributions of our net capital gains to a non-U.S. stockholder, and gains realized by a non-U.S. stockholder upon the sale
of our shares of common stock, will not be subject to U.S. federal withholding tax and generally will not be subject to U.S. federal
income tax unless the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the non-U.S.
stockholder and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the non-U.S. stockholder
in the United States or, in the case of an individual non-U.S. stockholder, the stockholder is present in the United States for 183 days
or more during the year of the sale or capital gain dividend and certain other conditions are met.

 If
we distribute our net capital gains in the form of deemed rather than actual distributions (which we may do in the future), a non-U.S.
stockholder will be entitled to a U.S. federal income tax credit or tax refund equal to the stockholder's allocable share of the
tax we pay on the capital gains deemed to have been distributed. In order to obtain the refund, the non-U.S. stockholder must obtain
a U.S. taxpayer identification number and file a U.S. federal income tax return even if the non-U.S. stockholder would not otherwise
be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return. For a corporate non-U.S. stockholder,
distributions (both actual and deemed), and gains realized upon the sale of our shares of common stock that are effectively connected
with a U.S. trade or business may, under certain circumstances, be subject to an additional "branch profits tax" at a 30%
rate (or at a lower rate if provided for by an applicable treaty).

 A
non-U.S. stockholder who is a non-resident alien individual, and who is otherwise subject to withholding of U.S. federal income tax,
may be subject to information reporting and backup withholding of U.S. federal income tax on dividends unless the non-U.S. stockholder
provides us or the dividend paying agent with a U.S. nonresident withholding tax certification (e.g., an IRS Form W-8BEN, IRS Form W-8BEN-E,
or an acceptable substitute form) or otherwise meets documentary evidence requirements for establishing that it is a non-U.S. stockholder
or otherwise establishes an exemption from backup withholding.

 Withholding
of U.S. tax (at a 30% rate) is required by the Foreign Account Tax Compliance Act, or FATCA, provisions of the Code with respect to payments
of dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting
and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Under
proposed U.S. Treasury regulations, which may be relied upon until final U.S. Treasury regulations are published, there is no FATCA withholding
on gross proceeds from the sale of disposition of shares of common stock or on certain capital gain distributions. Stockholders may be
requested to provide additional information to enable the applicable withholding agent to determine whether withholding is required.

 An
investment in shares by a non-U.S. person may also be subject to U.S. federal estate tax. Non-U.S. persons should
consult their own tax advisors with respect to the U.S. federal income tax, U.S. federal estate tax, withholding tax, and state, local
and foreign tax consequences of acquiring, owning or disposing of our shares of common stock.

 Item
1A. Risk Factors

 Investing
in our shares of common stock involves a number of significant risks. Before you invest in our shares of common stock, you should be
aware of various risks, including those described below. The risks set out below are not the only risks we face. Additional risks and
uncertainties not presently known to us or not presently deemed material by us may also impair our business, operations and performance.
If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and
adversely affected. In such case, our NAV could decline, and you may lose all or part of your investment. The risk factors described
below are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment
company with investment objectives, investment policies, capital structure or trading markets similar to ours.

 Summary
of Principal Risk Factors

 Investing
in our shares of common stock involves a number of significant risks. You should carefully consider information found in the section
entitled "Risk Factors" and elsewhere in this annual report on Form 10-K. Some of the risks involved in investing in our
shares of common stock include:

Risks Relating to Our Business and Structure

 We have
 a limited operating history and our Advisor and its affiliates have limited experience
 advising BDCs and may not replicate the historical results achieved by other entities managed by members of the Advisor's
 investment committee, the Advisor or its affiliates.

 We use
 leverage pursuant to borrowings under credit facilities to finance our investments and changes in interest rates will affect our
 cost of capital and net investment income.

 We depend
 upon our Advisor and Administrator for our success and upon their access to the investment professionals and partners of Kayne Anderson
 and its affiliates. Any inability of the Advisor or the Administrator to maintain or develop these relationships, or the failure
 of these relationships to generate investment opportunities, could adversely affect our business.

 Our financial condition,
 results of operations and cash flows depend on our ability to manage our business and future growth effectively.

 There are significant potential
 conflicts of interest that could affect our investment returns, including conflicts related to obligations the Advisor's investment
 committee, the Advisor or its affiliates have to other clients and conflicts related to fees and expenses of such other clients.

 We generally may make investments
 that could give rise to a conflict of interest and our ability to enter into transactions with our affiliates will be restricted.

 We operate in a highly
 competitive market for investment opportunities, which could reduce returns and result in losses.

 We will be subject to corporate-level
 income tax if we are unable to continue to qualify as a RIC.

 We finance our investments
 with borrowings under credit facilities, which will magnify the potential for gain or loss on amounts invested and may increase the
 risk of investing in us.

 Adverse developments in
 the credit markets may impair our ability to enter into new credit facilities.

 The majority of our portfolio
 investments are recorded at fair value as determined in good faith by our Advisor and, as a result, there may be uncertainty as to
 the value of our portfolio investments.

 Our Board may change our
 investment objective, operating policies and strategies without prior notice or stockholder approval, and we may temporarily deviate
 from our regular investment strategy.

 Efforts to comply with
 the Exchange Act and the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance would adversely affect us and
 the value of our shares of common stock.

 We are highly dependent
 on information systems, and cybersecurity risks and cyber incidents may adversely affect our
 business or the business of our portfolio companies, which may, in turn, negatively
 affect the value of our shares of common stock and our ability to pay distributions.

Risks Relating to Our Investments

 We
 are subject to risks associated with the current interest rate environment, and rising interest
 rates could affect the value of our investments and make it more difficult for portfolio companies to make periodic payments on their
 loans.

 Our business is dependent
 on bank relationships and recent strain on the banking system may adversely impact us.

 We invest in highly leveraged
 companies, which could cause us to lose all or a part of our investment in those companies.

 We
 are subject to risks associated with our investments in unitranche secured loans and securities, including the potential loss of
 all or part of such investments.

 Our
 investments in securities that are rated below investment grade (i.e. "junk bonds") may be risky and we could lose all
 or part of our investments.

 Defaults
 by our portfolio companies, including defaults relating to collateral, will harm our operating results.

 The lack
 of liquidity in our investments may adversely affect our business.

 Our portfolio companies
 may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected
 yields.

 Our portfolio companies
 may be unable to repay or refinance outstanding principal on their loans at or prior to maturity.

 Our portfolio may be concentrated
 in a limited number of portfolio companies and industries, which will subject us to a risk of significant loss if any of these companies
 defaults on its obligations under any of its debt instruments or if there is a downturn in a particular industry.

 There
 is no assurance that portfolio company management will be able to operate their companies in accordance
 with our expectations.

 Our investments in the
 Trading Companies & Distributors industry face considerable uncertainties including significant regulatory challenges.

 Risks
Relating to Our Common Stock

 There is no public market
 for our shares of common stock, and we cannot assure you that a market for our shares of common stock will develop in the future.

 During extended periods
 of capital market disruption and instability, there is a risk that you may not receive distributions or that our distributions may
 not grow over time and a portion of our distributions may be a return of capital.

 Our stockholders may experience
 dilution in their ownership percentage.

 Risks
Relating to Our Business and Structure

 We
have a limited operating history and may not replicate the historical results achieved by other entities managed by members of the Advisor's
investment committee, the Advisor or its affiliates.

 We
commenced operations in December 2021. We are subject to all of the business risks and uncertainties associated with any new business,
including the risk that we will not achieve our investment objective, that we will not qualify or maintain our qualification to be treated
as a RIC, and that the value of your investment could decline substantially.

 The
1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs that do not apply to certain other investment vehicles
managed by our Advisor and its affiliates. BDCs are required, for example, to invest at least 70% of their total assets primarily in
securities of U.S. private or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality
debt instruments that mature in one year or less from the date of investment. Moreover, qualification for taxation as a RIC requires
satisfaction of source-of-income, asset diversification and distribution requirements. Our Advisor has a limited operating history under
these constraints, which may hinder our ability to take advantage of attractive investment opportunities and to achieve our investment
objective.

 Furthermore,
our investments may differ from those of existing accounts that are or have been managed by members of the Advisor's investment
committee, the Advisor or affiliates of the Advisor. We cannot assure you that we will replicate the historical results achieved for
other KAPC funds managed by members of the Advisor's investment committee, and we caution you that our investment returns could
be substantially lower than the returns achieved by them in prior periods. Additionally, all or a portion of the prior results may have
been achieved in particular market conditions, which may never be repeated. Moreover, current or future market volatility and regulatory
uncertainty may have an adverse impact on our future performance.

 We
use leverage pursuant to borrowings under credit facilities to finance our investments and changes in interest rates will affect our
cost of capital and net investment income.

 We use leverage pursuant to borrowings under credit
facilities and intend to further borrow under credit facilities in the future in order to finance our investments. As a result, our net
investment income will depend, in part, upon the difference between the rate at which we borrow under credit facilities and the rate at
which we invest these funds. In addition, we anticipate that many of our debt investments and borrowings under credit facilities will
have floating interest rates that reset on a periodic basis, and many of our investments will be subject to interest rate floors. As a
result, a significant change in market interest rates could have a material adverse effect on our net investment income. See " Risks
Relating to Our Investments—We are subject to risks associated with the current interest rate environment, and rising interest rates
could affect the value of our investments and make it more difficult for portfolio companies to make periodic payments on their loans."

 In periods of rising interest rates, our cost
of funds will increase because we expect that the interest rates on the majority of amounts we borrow will be floating, which could reduce
our net investment income to the extent any of our debt investments have fixed interest rates. We may use interest rate risk management
techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging
activities to the extent permitted by the 1940 Act and applicable commodities laws. These activities may limit our ability to benefit
from lower interest rates with respect to hedged borrowings. Adverse developments resulting from changes in interest rates or hedging
transactions could have a material adverse effect on our business, financial condition and results of operations. See " Risks
Relating to Our Investments—We are subject to risks under hedging transactions and our ability to enter into transactions involving
derivatives and financial commitment transactions may be limited. "

 Downgrades
of the U.S. credit rating, impending automatic spending cuts or government shutdowns could negatively impact our liquidity, financial
condition and earnings.

 The
U.S. debt ceiling and budget deficit concerns have increased the possibility of credit-rating downgrades or a recession in the United
States. Although U.S. lawmakers passed legislation to raise the federal debt ceiling on multiple occasions, including, most recently,
in June 2023, ratings agencies have lowered, and threatened to lower the long-term sovereign credit rating on the United States. The
legislation suspends the debt ceiling through early 2025 unless Congress takes legislative action to further extend or defer it.

 The
impact of the increased debt ceiling and/or downgrades to the U.S. government's sovereign credit rating or its perceived creditworthiness
could adversely affect the U.S. and global financial markets and economic conditions. Absent further quantitative easing by the U.S.
Federal Reserve, these developments could cause interest rates and borrowing costs to rise, which may negatively impact our ability to
access the debt markets on favorable terms. In addition, disagreement over the federal budget has caused the U.S. federal government
to shut down for periods of time. Continued adverse political and economic conditions could have a material adverse effect on our business,
financial condition and results of operations.

 We
depend upon our Advisor and Administrator for our success and upon their access to the investment professionals and partners of Kayne
Anderson and its affiliates. Any inability of the Advisor or the Administrator to maintain or develop these relationships, or the failure
of these relationships to generate investment opportunities, could adversely affect our business.

 Our
portfolio is subject to management risk because it is actively managed. Our Advisor applies investment techniques and risk analyses in
making investment decisions for us, but there can be no guarantee that they will produce the desired results. We depend upon, and intend
to rely significantly on, the Advisor's and its affiliates' relationships with private equity sponsors, financial intermediaries,
direct lending institutions and other counterparties that are active in our markets.

 We
do not have any internal management capacity or employees. We depend upon Kayne Anderson's key personnel for our future success
and upon their access to certain individuals and investment opportunities to execute on our investment objective. In particular, we depend
on the diligence, skill and network of business contacts of our portfolio managers, who evaluate, negotiate, structure, close and monitor
our investments. These individuals manage a number of investment vehicles on behalf of Kayne Anderson and, as a result, do not devote
all of their time to managing us, which could negatively impact our performance. Furthermore, these individuals do not have long-term
employment contracts with Kayne Anderson, although they do have equity interests and other financial incentives to remain with Kayne
Anderson. We also depend on the senior management of Kayne Anderson. The departure of any of our portfolio managers or the senior management
of Kayne Anderson could have a material adverse effect on our ability to achieve our investment objective. In addition, we can offer
no assurance that our Advisor will remain our investment advisor or that we will continue to have access to Kayne Anderson's industry
contacts and deal flow. Furthermore, if the Advisor fails to maintain such relationships, or to develop new relationships with other
sources of investment opportunities, we will not be able to grow our investment portfolio. This could have a material adverse effect
on our financial condition, results of operations and cash flows.

 We
depend on the diligence, skill and network of business contacts of the professionals available to our Administrator to carry out the
administrative functions necessary for us to operate, including the ability to select and engage sub-administrators and third-party service
providers. We can offer no assurance, however, that the professionals of the Administrator will continue to provide administrative services
to us. This could have a material adverse effect on our financial condition, results of operations and cash flows.

 Our
financial condition, results of operations and cash flows depend on our ability to manage our business and future growth effectively.

 Our
ability to achieve our investment objective depends on our ability to manage and grow our business, which depends, in turn, on the Advisor's
ability to identify, invest in and monitor companies that meet our investment selection criteria. Accomplishing this result on a cost-effective
basis is largely a function of the Advisor's structuring of the investment process, its ability to provide competent, attentive
and efficient services to us and our access to financing on acceptable terms. The management team of the Advisor has substantial responsibilities
under our Investment Advisor Agreement. We can offer no assurance that any current or future employees of the Advisor will contribute
effectively to the work of, or remain associated with, the Advisor. We caution you that the principals of our Advisor or Administrator
may also be called upon to provide and currently do provide managerial assistance to portfolio companies and other investment vehicles,
including other BDCs, which are managed by affiliates of the Advisor. Such demands on their time may distract them or slow our rate of
investment. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition
and results of operations.

 The
Advisor may frequently be required to make investment analyses and decisions on an expedited basis in order to take advantage of investment
opportunities, and our Advisor may not have knowledge of all circumstances that could impact an investment by the Company.

analyses and decisions by the Advisor may frequently be required to be undertaken on an expedited basis to take advantage of investment
opportunities, and the Advisor may not have knowledge of all circumstances that could adversely affect an investment by us. Moreover,
there can be no assurance that our due diligence processes will uncover all relevant facts that would be material to an investment decision.
Before making an investment, we will assess the strength of the underlying assets and other factors that we believe are material to the
performance of the investment. In making the assessment and otherwise conducting customary due diligence, we will rely on the resources
available to us and, in some cases, an investigation by third parties. This process is particularly important and highly subjective.

 We
may make investments in, or loans to, companies that are not subject to public company reporting requirements including requirements
regarding preparation of financial statements and our portfolio companies may utilize divergent reporting standards that may make it
difficult for the Advisor to accurately assess the prior performance of a portfolio company. We will, therefore, depend upon the compliance
by investment companies with their contractual reporting obligations. As a result, the evaluation of potential investments and our ability
to perform due diligence on and effectively monitor investments may be impeded, and we may not realize the returns that we expect on
any particular investment. In the event of fraud by any company in which we invest or with respect to which we make a loan, we may suffer
a partial or total loss of the amounts invested in that company.

 There
are significant potential conflicts of interest that could affect our investment returns, including conflicts related to obligations
the Advisor's investment committee, the Advisor or its affiliates have to other clients and conflicts related to fees and expenses
of such other clients, the valuation process for certain portfolio holdings of ours, other arrangements with the Advisor or its affiliates,
and the Advisor's recommendations given to us may differ from those rendered to their other clients.

 As
a result of our arrangements with the Advisor and its affiliates and the Advisor's investment committee, there may be times when
the Advisor or such persons have interests that differ from those of our stockholders, giving rise to a conflict of interest.

 In
particular, the following conflicts of interest may arise, among others:

 the members of the Advisor's
 investment committee serve or may serve as officers, directors or principals of entities that operate in the same or a related line
 of business as we do or of accounts sponsored or managed by the Advisor or its affiliates;

 the Advisor, its affiliates
 and its personnel may have obligations to other clients or investors in entities they manage, the fulfilment of which may not be
 in the best interests of us or our stockholders;

 our investment objective
 may overlap with the investment objectives of such affiliated accounts;

 certain of the Advisor's
 other accounts may provide for higher management or incentive fees, greater expense reimbursements or overhead allocations, or permit
 affiliates of the Advisor to receive origination and other transaction fees;

 members of Kayne Anderson
 and its affiliates may serve on the boards of directors of and advise companies that may compete with our portfolio investments.
 Moreover, other funds, separate accounts and other vehicles managed by Kayne Anderson and its affiliates may pursue investment opportunities
 that may also be suitable for us; and

 the participation of the
 Advisor's investment professionals in our valuation process could result in a conflict of interest as the Advisor's base
 management fee is based, in part, on our fair market value of investments including assets purchased with borrowings under credit
 facilities, excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase.

 The
Advisor may have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the
opportunity to continue to earn the fees even when the issuers of the deferred interest securities would not be able to make actual cash
payments to us on such securities. This risk could be increased because the Advisor is not obligated to reimburse us for any fees received
even if we subsequently incur losses or never receive in cash the deferred income that was previously accrued.

 The
Advisor seeks to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent
with its allocation policy. However, we can offer no assurance that such opportunities will be allocated to us fairly or equitably in
the short term, and there can be no assurance that we will be able to participate in all investment opportunities that are suitable to
us.

 The
Advisor's investment committee, the Advisor or its affiliates may, from time to time, possess material non-public information,
limiting our investment discretion.

 Principals
of the Advisor and its affiliates and members of the Advisor's investment committee may serve as directors of, or in a similar
capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. In the event that material
nonpublic information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading
policies of those companies or as a result of applicable law or regulations (for example, the antifraud provisions for the federal securities
laws), we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition
may have an adverse effect on us.

 The
Investment Advisory Agreement and the Administration Agreement were not negotiated on an arm's-length basis and may not be as favorable
to us as if they had been negotiated with an unaffiliated third party.

 The
Investment Advisory Agreement and the Administration Agreement were negotiated between related parties. Consequently, their terms, including
fees payable to the Advisor, may not be as favorable to us as if they had been negotiated with an unaffiliated third party. For example,
certain accounts managed by the Advisor have lower management, incentive or other fees than those charged under the Investment Advisory
Agreement and/or a reduced ability to recover expenses and overhead than may be recovered by the Administrator under the Administration
Agreement. In addition, we may choose not to enforce, or to enforce less vigorously, our rights and remedies under these agreements because
of our desire to maintain our ongoing relationship with the Advisor, the Administrator and their respective affiliates. Any such decision,
however, would breach our fiduciary obligations to our stockholders.

 We
generally may make investments that could give rise to a conflict of interest and our ability to enter into transactions with our affiliates
will be restricted.

 We,
along with our Advisor and certain of its affiliates, have obtained exemptive relief from the SEC to permit us to invest alongside certain
entities and accounts advised by the Advisor and its affiliates subject to certain conditions.

 Pursuant
to such exemptive relief, and subject to certain conditions, we are permitted to co-invest in the same security with our affiliates in
a manner that is consistent with our investment objective, investment strategy, regulatory consideration and other relevant factors.
If opportunities arise that would otherwise be appropriate for us and an affiliate to purchase different securities in the same issuer,
our Advisor will need to decide which account will proceed with such investment. Our Advisor's investment allocation policy incorporates
the conditions of exemptive relief to seek to ensure that investment opportunities are allocated in a manner that is fair and equitable.
However, although the Advisor endeavors to fairly allocate investment opportunities in the long run, we can offer no assurance that investment
opportunities will be allocated to us fairly or equitably in the short term.

 We
do not expect to invest in, or hold securities of, companies that are controlled by our affiliates' other clients. If our affiliates'
other client or clients gain control over one of our portfolio companies, this may create conflicts of interest and subject us to certain
restrictions under the 1940 Act. As a result of these conflicts and restrictions our Advisor may be unable to implement our investment
strategies as effectively as it could have in the absence of such conflicts or restrictions. For example, as a result of a conflict or
restriction, our Advisor may be unable to engage in certain transactions that it would otherwise pursue. In order to avoid these conflicts
and restrictions, our Advisor may choose to exit these investments prematurely and, as a result, we may forgo positive returns associated
with such investments. In addition, to the extent that another client holds a different class of securities than us as a result of such
transactions, our interests may not be aligned. Our ability to enter into transactions with our affiliates may be restricted.

 In
situations where co-investment with affiliates' other clients is not permitted under the 1940 Act and related rules, existing or
future staff guidance, or the terms and conditions of exemptive relief that have been granted to our Advisor and its affiliates by the
SEC, our Advisor will need to decide which client or clients will proceed with the investment. Generally, we will not have an entitlement
to make a co-investment in these circumstances and, to the extent that another client elects to proceed with the investment, we will
not be permitted to participate. Moreover, except in certain circumstances, we will be unable to invest in any issuer in which an affiliate's
other client holds a controlling interest. These restrictions may limit the scope of investment opportunities that would otherwise be
available to us.

 We
will be prohibited under the 1940 Act from participating in certain transactions with certain affiliates of ours without the prior approval
of a majority of our independent directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our
outstanding voting securities will be our affiliate for purposes of the 1940 Act, and we will generally be prohibited from buying or
selling any securities from or to such affiliate on a principal basis, absent the prior approval of our Board and, in some cases, the
SEC. The 1940 Act also prohibits certain "joint" transactions with certain affiliates of ours, which in certain circumstances
could include investments in the same portfolio company (whether at the same or different times to the extent the transaction involves
a joint investment), without prior approval of our Board and, in some cases, the SEC. If a person acquires more than 25% of our voting
securities, we will be prohibited from buying or selling any security from or to such person or certain of that person's affiliates,
or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our
ability to transact business with our officers or directors or their affiliates.

 The
SEC has interpreted the BDC regulations governing transactions with affiliates to prohibit certain "joint transactions" involving
entities that share a common investment advisor. As a result of these restrictions, we may be prohibited from buying or selling any security
from or to any portfolio company that is controlled by a fund managed by the Advisor or their respective affiliates except under certain
circumstances or without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be
available to us.

 We
operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.

 There
will be competition for investments from numerous other potential investors, many of which will have significant financial resources.
As a result, there can be no guarantee that a sufficient quantity of suitable investment opportunities for us will be found, that investments
on favorable terms can be negotiated, or that we will be able to fully realize the value of our investments. Competition for investments
may have the effect of increasing our costs and expenses or otherwise decreasing returns generated on underlying investments, thereby
reducing our investment returns.

 A
number of entities compete with us to make the types of investments that we plan to make in middle market companies, including BDCs,
traditional commercial banks, private investment funds, regional banking institutions, small business investment companies, investment
banks and insurance companies. Additionally, with increased competition for investment opportunities, alternative investment vehicles
such as hedge funds may seek to invest in areas they have not traditionally invested in or from which they had withdrawn during the economic
downturn, including investing in middle market companies. We will compete with public and private funds, commercial and investment banks,
commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many
of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For
example, we believe some of our competitors may have access to funding sources that are not available to us. In addition, some of our
competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments
and establish more relationships than we do. Furthermore, many of our competitors are not subject to the regulatory restrictions that
the 1940 Act imposes on us as a BDC or the source of income, asset diversification and distribution requirements we must satisfy to qualify
and maintain our qualification as a RIC. As a result of this competition, we may from time to time not be able to take advantage of attractive
investment opportunities, and we may not be able to identify and make investments that are consistent with our investment objective.

 With
respect to the investments we make, we do not seek to compete based primarily on the interest rates we offer, and we believe that some
of our competitors may make loans with interest rates that will be lower than the rates we offer. With respect to all investments, we
may lose some investment opportunities if we do not match our competitors' pricing, terms and structure. However, if we match our
competitors' pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of
credit loss. Although our Advisor allocates opportunities in accordance with its allocation policy, allocations to other accounts managed
or sponsored by our Advisor or its affiliates reduce the amount and frequency of opportunities available to us and may not be in the
best interests of us and our stockholders.

 The
competitive pressures we face may have a material adverse effect on our business, financial condition and results of operations.

 We
will be subject to corporate-level income tax if we are unable to continue to qualify as a RIC.

 We
have elected, and intend to qualify annually thereafter, to be treated for U.S. federal income tax purposes as a RIC under Subchapter
M of the Code; however, no assurance can be given that we will be able to qualify for and maintain RIC tax treatment. In order to qualify,
and maintain qualification, as a RIC under the Code, we must meet certain source-of-income, asset diversification and distribution requirements.
The distribution requirement for a RIC is satisfied if we distribute to our stockholders dividends for U.S. federal income tax purposes
of an amount generally at least equal to the sum of 90% of our investment company taxable income, which is generally our net ordinary
income plus the excess of our net short-term capital gains in excess of our net long-term capital losses, determined without regard to
any deduction for dividends paid, and 90% of our net tax-exempt interest income, if any, to our stockholders on an annual basis. We are
subject, to the extent we use debt financing, to certain asset coverage ratio requirements under the 1940 Act and financial covenants
under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify
as a RIC. If we are unable to obtain cash from other sources, we may fail to be subject to tax as a RIC and, thus, may be subject to
corporate-level income tax. To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each quarter
of our taxable year. Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to
prevent the loss of our qualification as a RIC. Because a significant portion of our investments are in private or thinly traded public
companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we fail to qualify
as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate taxes could substantially reduce our
net assets, the amount of income available for distributions to stockholders and the amount of our distributions and the amount of funds
available for new investments. Such a failure would have a material adverse effect on us and our stockholders.

 We
may be subject to risks that may arise in connection with the rules under ERISA related to investment by ERISA Plans.

 We
intend to operate so that we will be an appropriate investment for employee benefit plans subject to Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). We will use reasonable efforts to conduct our affairs so that our assets will not be deemed
to be "plan assets" for purposes of ERISA. Accordingly, there may be constraints on our ability to make or dispose of investments
at optimal times (or to make certain investments at all).

 We
may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.

 For
U.S. federal income tax purposes, we include in income certain amounts that we have not yet received in cash, such as the accretion of
original issue discount ("OID"). This may arise if we receive warrants in connection with the making of a loan and in other
circumstances, or through contracted PIK interest, which represents contractual interest added to the loan balance and due at the end
of the loan term. Such OID, which could be significant relative to our overall investment activities or increases in loan balances as
a result of contracted PIK arrangements, is included in income before we receive any corresponding cash payments. We also may be required
to include in income certain other amounts that we do not receive in cash. We may be also subject to the following risks associated with
PIK and OID investments:

 The interest
 payments deferred on a PIK loan are subject to the risk that the borrower may default when the deferred payments are due in cash
 at the maturity of the loan;

 The interest rates on PIK
 loans are higher to reflect the time-value of money on deferred interest payments and the higher credit risk of borrowers who may
 need to defer interest payments;

 Market prices of OID instruments
 are more volatile because they are affected to a greater extent by interest rate changes than instruments that pay interest periodically
 in cash;

 PIK instruments may have
 unreliable valuations because the accruals require judgments about ultimate collectability of the deferred payments and the value
 of the associated collateral;

 Use of PIK and OID securities
 may provide certain benefits to our Advisor including increasing management fees;

 We may be required under
 the tax laws to make distributions of OID income to stockholders without receiving any cash. Such required cash distributions may
 have to be paid from borrowings, offering proceeds or the sale of our assets; and

 The required recognition
 of OID, including PIK, interest for U.S. federal income tax purposes may have a negative impact on liquidity, because it represents
 a non-cash component of our taxable income that must, nevertheless, be distributed in cash to investors to avoid it being subject
 to corporate level taxation.

 Since
in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the
requirement in a given taxable year to distribute to our stockholders dividends for U.S. federal income tax purposes an amount at least
equal to the sum of 90% of our investment company taxable income, determined without regard to any deduction for dividends paid, and
90% of our net tax-exempt interest income, if any, to our stockholders to qualify and maintain our ability to be subject to tax as a
RIC. In such a case, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or
equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain such cash
from other sources, we may fail to qualify as a RIC and thus be subject to corporate-level income tax.

 Regulations
governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital. As a BDC, the necessity of
raising additional capital exposes us to risks, including the typical risks associated with leverage.

 We
intend to further borrow under credit facilities and, may issue preferred stock in the future (although we do not anticipate issuing
preferred stock in the next 12 months), which we refer to collectively as "senior securities," up to the maximum amount permitted
by the 1940 Act. Under the provisions of the 1940 Act, we are currently permitted to issue "senior securities," including
borrowing money from banks or other financial institutions, only in amounts such that our asset coverage, as defined in the 1940 Act,
equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance
of senior securities. If we fail to comply with certain disclosure requirements, our asset coverage ratio under the 1940 Act would be
200%, which would decrease the amount of leverage we are able to incur.

 Nevertheless,
if the value of our assets declines, we may be unable to satisfy this ratio. If that happens, we may be required to sell a portion of
our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous.
Also, any amounts that we use to service our indebtedness would not be available for distributions to holders of our shares of common
stock. If we issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss.
In addition, if the value of our assets decreases, leverage will cause our net asset value to decline more sharply than it otherwise
would have without leverage or with lower leverage. Similarly, any decrease in our revenue would cause its net income to decline more
sharply than it would have if we had not borrowed or had borrowed less under the credit facilities.

 In
the absence of an event of default, no person or entity from which we borrow money has a veto right or voting power over our ability
to set policy, make investment decisions or adopt investment strategies. If we issue preferred stock, which is another form of leverage,
the preferred stock would rank "senior" to common stock in our capital structure, preferred stockholders would have separate
voting rights on certain matters and might have other rights, preferences or privileges more favorable than those of our common stockholders,
and the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that
might involve a premium price for holders of our common stock or otherwise be in the best interest of our common stockholders. Holders
of our common stock will directly or indirectly bear all of the costs associated with offering and servicing any preferred stock that
we issue. In addition, any interests of preferred stockholders may not necessarily align with the interests of holders of our shares
of common stock, and the rights of holders of shares of preferred stock to receive distributions would be senior to those of holders
of shares of common stock. We do not, however, anticipate issuing preferred stock in the next 12 months.

 We
are not generally able to issue and sell our shares of common stock at a price below NAV per share. We may, however, sell our shares
of common stock, or warrants, options or rights to acquire our shares of common stock, at a price below the then-current NAV per share
of our common stock if our Board determines that such sale is in the best interests of us and our stockholders, and if our stockholders
approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in
the determination of our Board, closely approximates the market value of such securities (less any distributing commission or discount).
If we raise additional funds by issuing common stock or senior securities convertible into, or exchangeable for, our common stock, then
the percentage ownership of our stockholders at that time will decrease, and holders of our common stock might experience dilution.

 We
finance our investments with borrowings under credit facilities, which will magnify the potential for gain or loss on amounts invested
and may increase the risk of investing in us.

 The
use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative
investment technique and increases the risks associated with investing in our securities. The amount of leverage that we employ will
depend on the Advisor's and our Board's assessment of market and other factors at the time of any proposed borrowing. We
cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. For example, due to the interplay of the
1940 Act restrictions on principal and joint transactions and the U.S. risk retention rules adopted pursuant to Section 941 of the Dodd-Frank
Wall Street Reform and Consumer Protection Act ("Dodd-Frank"), as a BDC we are currently unable to enter into any securitization
transactions. We cannot assure you that the SEC or any other regulatory authority will modify such regulations or provide administrative
guidance that would permit us to enter into securitizations, whether on a timely basis or at all. We may issue senior debt securities
to banks, insurance companies and other lenders. Lenders of these senior securities will have fixed dollar claims on our assets that
are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event
of a default. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt
instruments we may enter into with lenders. In addition, under the terms of our credit facilities or future credit facilities we enter
into, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount
borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases,
leveraging would cause our NAV to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or
eliminating our equity stake in a leveraged investment. Similarly, any decrease in our net investment income will cause our net income
to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make distributions
on our common stock or any outstanding preferred stock. Our ability to service our debt depends largely on our financial performance
and is subject to prevailing economic conditions and competitive pressures. Our common stockholders bear the burden of any increase in
our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to the
Advisor.

 As
a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include
our borrowings under our credit facilities and any preferred stock that we may issue in the future (although we do not anticipate issuing
preferred stock in the next 12 months). The current asset coverage ratio applicable to the Company is 150%. If this ratio were to decline
below the then applicable minimum asset coverage ratio, we would be unable to incur additional debt and could be required to sell a portion
of our investments to repay some debt when it is disadvantageous to do so. This could have a material adverse effect on our operations,
and we may not be able to make distributions in amounts sufficient to maintain our status as a RIC, or at all.

 Provisions
in our credit facilities contain various covenants, which, if not complied with, could accelerate our repayment obligations under such
facilities, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.

 Our
credit facilities are backed by all or a portion of our loans and securities on which the lenders have a security interest. We may pledge
up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instrument we enter into
with the lenders pursuant to our credit facilities. We expect that any security interests we grant will be set forth in a pledge and
security agreement or other collateral arrangement and evidenced by the filing of financing statements by the agent for the lenders.
In addition, we expect that the custodian for our securities serving as collateral for such loan would include in its electronic systems
notices indicating the existence of such security interests and, following notice of occurrence of an event of default, if any, and during
its continuance, will only accept transfer instructions with respect to any such securities from the lender or its designee. If we default
under the terms of our credit facilities, the agent for the applicable lenders would be able to assume control of the timing of disposition
of any or all of our assets securing such debt, which would have a material adverse effect on our business, financial condition, results
of operations and cash flows.

 In
addition, any security interests and/or negative covenants contained in our credit facilities may limit our ability to create liens on
assets to secure additional debt and make it difficult for us to restructure or refinance indebtedness at or prior to maturity. If our
borrowing base under a credit facility decreases, we may be required to secure additional assets in an amount sufficient to cure any
borrowing base deficiency. In the event that all of our assets are secured at the time of such a borrowing base deficiency, we could
be required to repay indebtedness under a credit facility or make deposits to a collection account, either of which could have a material
adverse impact on our ability to fund future investments and to make distributions. We have made customary representations and warranties
and are required to comply with various covenants, reporting requirements (including requirements relating to portfolio performance,
required minimum portfolio yield and limitations on delinquencies and charge-offs) and other customary requirements for similar credit
facilities.

 Our
continued compliance with the covenants contained under the credit facilities depends on many factors, some of which are beyond our control,
and there can be no assurances that we will continue to comply with such covenants. Our failure to satisfy the respective covenants could
result in foreclosure by the lenders under the applicable credit facility or governing instrument or acceleration by the applicable lenders
or noteholders, which would accelerate our repayment obligations under the relevant agreement and thereby have a material adverse effect
on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders. Because
the credit facilities have, and any future credit facilities will likely have, customary cross-default provisions, if the indebtedness
under our credit facilities or under any future credit facility, is accelerated, we may be unable to repay or finance the amounts due.

 Adverse
developments in the credit markets may impair our ability to enter into new credit facilities.

 Following
the passage of Dodd-Frank, many commercial banks and other financial institutions stopped lending or significantly curtailed their lending
activity. In addition, in an effort to stem losses and reduce their exposure to segments of the economy deemed to be high risk, some
financial institutions limited routine refinancing and loan modification transactions and even reviewed the terms of existing facilities
to identify bases for accelerating the maturity of existing lending facilities. To the extent these circumstances arise again in the
future, it may be difficult for us to finance the growth of our investments on acceptable economic terms, or at all, and one or more
of our credit facilities could be accelerated by the lenders.

 If
we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing
according to our current business strategy and such failure would decrease our operating flexibility.

 As
a BDC, we may not acquire any assets other than "qualifying assets" unless, at the time of and after giving effect to such
acquisition, at least 70% of our total assets are qualifying assets.

 In
the future, we believe that most of our investments will constitute qualifying assets. However, we may be precluded from investing in
what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest
a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to BDCs. As a result of
such violation, specific rules under the 1940 Act would significantly decrease our operating flexibility and could prevent us, for example,
from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require
us to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of such
investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for
such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would
have a material adverse effect on our business, financial condition, results of operations and cash flows.

 The
majority of our portfolio investments are recorded at fair value as determined in good faith by our Advisor and, as a result, there may
be uncertainty as to the value of our portfolio investments.

 The
majority of our portfolio investments take the form of securities for which no market quotations are readily available. The fair value
of securities and other investments that are not publicly traded may not be readily determinable, and we value these securities at fair
value as determined in good faith by our Advisor, including to reflect significant events affecting the value of our securities. As discussed
in more detail under " Management's Discussion and Analysis of Financial Condition and Results of Operations – Contractual
Obligations -- Investment Valuation," most, if not all, of our investments (other than cash and cash equivalents) are classified
as Level 3 under ASC Topic 820. This means that our portfolio valuations are based on unobservable inputs and our own assumptions about
how market participants would price the asset or liability in question. Inputs into the determination of fair value of our portfolio
investments require significant management judgment or estimation. Even if observable market data are available, such information may
be the result of consensus pricing information or broker quotes, which may include a disclaimer that the broker would not be held to
such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially
reduces the reliability of such information.

 Our
Level 3 investments will typically consist of instruments for which a liquid trading market does not exist. The fair value of these instruments
may not be readily determinable. We will value these instruments in accordance with valuation procedures adopted by our Advisor. We intend
to use the services of an independent valuation firm to review the fair value of certain instruments prepared by our Advisor. At least
once annually, the valuation for each portfolio investment for which a market quote is not readily available will be reviewed by an independent
valuation firm. The types of factors that the Advisor may consider in fair value pricing of our investments include, where relevant:
the nature and realizable value of any collateral; the company's ability to make interest payments, amortization payments (if any)
and other fixed charges; the company's historical and projected financial results; the markets in which the company does business;
the estimated enterprise value of the company based on comparisons to publicly-traded securities, on discounted cash flows and other
valuation methodologies; changes in the interest rate environments and the credit markets generally that may affect the price at which
similar investments may be made; and other relevant factors. Because such valuations, and particularly valuations of non-traded instruments
and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates. The determination
of fair value by our Advisor may differ materially from the values that would have been used if a liquid trading market for these instruments
existed. Our NAV could be adversely affected if the determinations regarding the fair value of our investments were materially higher
than the values that we ultimately realize upon the disposal of such investments.

 We
adjust quarterly (or as otherwise may be required by the 1940 Act in connection with the issuance of our shares) the valuation of our
portfolio to reflect our Advisor's determination of the fair value of each investment in our portfolio. Any changes in fair value
are recorded in our consolidated statement of operations as net change in unrealized appreciation or depreciation.

 New
or modified laws or regulations governing our operations and government intervention in the credit markets generally may adversely affect
our business.

 We
and our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations,
as well as their interpretation, may change from time to time, including as the result of interpretive guidance or other directives from
the U.S. President and others in the executive branch, and new laws, regulations and interpretations may also come into effect. Any such
new or changed laws or regulations could have a material adverse effect on our business. In particular, Dodd-Frank has impacted many
aspects of the financial services industry, and it requires the development and adoption of many implementing regulations over several
years. The SEC has adopted final rules for over 60 mandatory rulemaking provisions under Dodd-Frank, with several additional rules proposed
but not yet adopted. While the ultimate impact of Dodd-Frank on us and our portfolio companies may not be known for an extended period
of time, Dodd-Frank, including the interpretation of the rules implementing its provisions and any future rules that may be adopted,
along with other legislative and regulatory proposals directed at the financial services industry or affecting taxation that may be proposed
in the future, may negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional
costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely
affect our business or the business of our portfolio companies.

 In
addition, the central banks and, in particular, the U.S. Federal Reserve, have taken unprecedented steps since the financial crises of
2008-2009 and the COVID-19 global pandemic and in response to inflationary pressures. On the other hand, recent governmental intervention
could mean that the willingness of governmental bodies to take additional extraordinary action is diminished. It is impossible to predict
if, how, and to what extent the United States and other governments would further intervene in credit markets. As a result, in the event
of near-term major market disruptions, like those caused by the COVID-19 pandemic, there might be only limited additional government
intervention, resulting in correspondingly greater market dislocation and materially greater market risk.

 Additionally,
changes to the laws and regulations governing our operations, including those associated with RICs, may cause us to alter our investment
strategy in order to avail ourselves of new or different opportunities or result in the imposition of corporate-level taxes on us. Such
changes could result in material differences to our strategies and plans and may shift our investment focus from the areas of expertise
of the Advisor to other types of investments in which the Advisor may have little or no expertise or experience. Any such changes, if
they occur, could have a material adverse effect on our results of operations and the value of your investment. If we invest in commodity
interests in the future, the Advisor may determine not to use investment strategies that trigger additional regulation by the U.S. Commodity
Futures Trading Commission (the "CFTC"), or may determine to operate subject to CFTC regulation, if applicable. If we or
the Advisor were to operate subject to CFTC regulation, we may incur additional expenses and would be subject to additional regulation.

 In
addition, certain regulations applicable to debt securitizations implementing credit risk retention requirements that have taken effect
in both the U.S. and in Europe may adversely affect or prevent us from entering into any future securitization transaction. The impact
of these risk retention rules on the loan securitization market are uncertain, and such rules may cause an increase in our cost of funds
under or may prevent us from completing any future securitization transactions. On October 21, 2014, U.S. risk retention rules adopted
pursuant to Section 941 of Dodd-Frank, or the U.S. Risk Retention Rules, were issued. The U.S. Risk Retention Rules require the sponsor
(directly or through a majority-owned affiliate) of a debt securitization subject to such rules, such as collateralized loan obligations,
in the absence of an exemption, to retain an economic interest in the credit risk of the assets being securitized in the form of an eligible
horizontal residual interest, an eligible vertical interest, or a combination thereof, in accordance with the requirements of the U.S.
Risk Retention Rules. The U.S. Risk Retention Rules became effective December 24, 2016. Given the more attractive financing costs associated
with these types of debt securitization as opposed to other types of financing available (such as traditional senior secured facilities),
this would, in turn, increase our financing costs. Any associated increase in financing costs would ultimately be borne by our common
stockholders.

 On
May 24, 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act was enacted, which left the architecture and core features
of Dodd-Frank intact but significantly recalibrated applicability thresholds, revised various post-crisis regulatory requirements, and
provided targeted regulatory relief to certain financial institutions. Among the most significant of its amendments to Dodd-Frank were
a substantial increase in the $50 billion asset threshold to $250 billion for automatic regulation of bank holding companies ("BHCs")
as "systemically important financial institutions," an exemption from the Volcker Rule for insured depository institutions
with less than $10 billion in consolidated assets and lower levels of trading assets and liabilities, and amendments to the liquidity
leverage ratio and supplementary leverage ratio requirements. In addition, effective October 1, 2020, the U.S. Federal Reserve, SEC and
other federal agencies modified their regulations under the Volcker Rule to loosen the restrictions on financial institutions. The effects
of these and any further rules or regulations that may be enacted by the federal government are and could be complex and far-reaching,
and the change and any future laws or regulations or changes thereto could negatively impact our operations, cash flows or financial
condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial
condition and results of operations.

 Over
the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional
banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it
cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit
extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory
supervision of us or otherwise adversely affect our business, financial condition and results of operations.

 Ongoing
implementation of, or changes in, including changes in interpretation or enforcement of, laws and regulations could impose greater costs
on us and on financial services companies and impact the value of assets we hold and our business, financial condition and results of
operations. In addition, uncertainty regarding legislation and regulations affecting the financial services industry or taxation could
also adversely impact our business or the business of our portfolio companies. If we do not comply with applicable laws and regulations,
we could lose any licenses that we then hold for the conduct of our business and may be subject to civil fines and criminal penalties.

 Our
Board may change our investment objective, operating policies and strategies without prior notice or stockholder approval, and we may
temporarily deviate from our regular investment strategy.

 Our
Board has the authority, except as otherwise provided in the 1940 Act, to modify or waive our investment objective and certain of our
operating policies and strategies without prior notice and without stockholder approval. However, absent stockholder approval, we may
not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes
to our current investment objective, operating policies and strategies would have on our business, operating results and the price value
of our common stock. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions.

 The
Advisor can resign on 60 days' notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption
in our operations that could adversely affect our financial condition, business and results of operations.

 The
Advisor has the right to resign under the Investment Advisory Agreement at any time upon not less than 60 days' written notice,
whether we have found a replacement or not. If the Advisor resigns, we may not be able to find a new investment advisor or hire internal
management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all.
If we are unable to do so quickly, our operations are likely to experience a disruption, our business, financial condition, results of
operations and cash flows as well as our ability to pay distributions are likely to be adversely affected and the value of our shares
may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable
to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Advisor and
its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management
and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect
our business, financial condition, results of operations and cash flows.

 We
will incur significant costs as a result of being registered under the Exchange Act.

 We
will incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a
company whose securities are registered under the Exchange Act, as well as additional corporate governance requirements, including requirements
under the Sarbanes-Oxley Act and other rules implemented by the SEC.

 Efforts
to comply with the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with the Sarbanes-Oxley Act would
adversely affect us and the value of our shares of common stock.

 We
are required to comply with certain requirements of the Sarbanes-Oxley Act and the related rules and regulations promulgated by the SEC
but will not have to comply with certain requirements until we have been registered under the Exchange Act for a specified period of
time or cease to be an "emerging growth company."

 Upon
registering our shares of common stock under the Exchange Act, we will be subject to the Sarbanes-Oxley Act and the related rules and
regulations promulgated by the SEC, and our management will be required to report on our internal control over financial reporting pursuant
to Section 404 of the Sarbanes-Oxley Act. We will be required to review on an annual basis our internal control over financial reporting,
and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a result, we
expect to incur significant additional expenses that may negatively impact our financial performance and our ability to make distributions.
This process will also result in a diversion of management's time and attention. We do not know when our evaluation, testing and
remediation actions will be completed or its impact on our operations. In addition, we may be unable to ensure that the process is effective
or that our internal control over financial reporting is or will be effective. In the event that we are unable to come into and maintain
compliance with the Sarbanes-Oxley Act and related rules, we and the value of our securities would be adversely affected.

 We
are highly dependent on information systems, and cybersecurity risks and cyber incidents may adversely affect our business or the business
of our portfolio companies, which may, in turn, negatively affect the value of our shares of common stock and our ability to pay distributions.

 Our
business depends on the communications and information systems of our Advisor and its affiliates, our portfolio companies and third-party
service providers. These systems are subject to potential cybersecurity attacks and incidents, including through adverse events that
threaten the confidentiality, integrity or availability of our information resources. Cyber hacking could also cause significant disruption
and harm to the companies in which we invest. Additionally, digital and network technologies might be at risk of cyberattacks that could
potentially seek unauthorized access to digital systems for purposes such as misappropriating sensitive information, corrupting data
or causing operational disruption. Cyberattacks might potentially be carried out by persons using techniques that could range from efforts
to electronically circumvent network security or overwhelm websites to intelligence gathering and social engineering functions aimed
at obtaining information necessary to gain access. These attacks could involve gaining unauthorized access to our information systems
for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption and result
in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity
protection and insurance costs, litigation and damage to our business relationships, any of which could, in turn, have a material adverse
effect on our operating results and negatively affect the value of our securities and our ability to pay distributions to our stockholders.

 As
our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by the
Advisor and third-party service providers. In addition, we and the Advisor currently or in the future are expected to routinely transmit
and receive personal, confidential and proprietary information by email and other electronic means. We and the Advisor may not be able
to ensure secure capabilities with all of our clients, vendors, service providers, counterparties and other third parties to protect
the confidentiality of the information.

 In
addition, we, the Advisor and many of our third-party service providers currently have work from home policies. Such a policy of remote
working could strain our technology resources and introduce operational risks, including heightened cybersecurity risks and other risks
described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social
engineering attempts. There is no assurance that any efforts to mitigate cybersecurity risks undertaken by us or our Advisor will be
effective. Network, system, application and data breaches as a result of cybersecurity risks or cyber incidents could result in operational
disruptions or information misappropriation that could have a material adverse effect on our business, results of operations and financial
condition of us and of our portfolio companies.

 There
may be trademark risk, as we do not own the Kayne Anderson name.

 We
do not own the Kayne Anderson name, but we are permitted to use it as part of our corporate name pursuant to a license agreement with
the Advisor. Use of the name by other parties or the termination of the license agreement may harm our business.

 Risks
Relating to Our Investments

 We
are subject to risks associated with the current interest rate environment, and rising interest rates could affect the value of our investments
and make it more difficult for portfolio companies to make periodic payments on their loans.

rate risk refers to the risk of market changes in interest rates. Interest rate changes affect the value of debt. In general, rising
interest rates will negatively impact the price of fixed rate debt, and falling interest rates will have a positive effect on price.
Adjustable-rate debt also reacts to interest rate changes in a similar manner, although generally to a lesser degree. Interest rate sensitivity
is generally larger and less predictable in debt with uncertain payment or prepayment schedules. Further, rising interest rates make
it more difficult for borrowers to repay debt, which could increase the risk of payment defaults. Any failure of one or more portfolio
companies to repay or refinance its debt at or prior to maturity or the inability of one or more portfolio companies to make ongoing
payments following an increase in contractual interest rates could have a material adverse effect on our business, financial condition,
results of operations and cash flows.

 During
any period of higher-than-normal levels of inflation, such as the current inflationary environment, interest rates typically increase.
Higher interest rates will increase the cost of our borrowings and may reduce returns to stockholders (including resulting in lower dividend
payments by us). Further, in response to rising risk-free interest rates, market participants could require higher rates of interest
on the types of loans and credit investments that we own, which would decrease the value of those investments.

 In
an effort to control inflation, the U.S. Federal Reserve Board (the "Fed") has sharply raised interest rates in recent years,
and they remain near their highest levels in over twenty years. Other central banks globally have implemented similar rate increases.
A wide variety of factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, or general economic
conditions). Although recently both the Fed and other central banks globally have begun lowering rates, there is no certainty that further
reductions will occur. There is no assurance that the actions being taken by the Fed will improve the outlook for long-term inflation
or whether they might result in a recession. A recession could lead to declined employment, global demand destruction and/or business
failures, which may result in a decline in the value of our portfolio. In addition, increased interest rates could increase our cost
of borrowing and reduce the return on leverage to common stockholders.

 Our
business is dependent on bank relationships and recent strain on the banking system may adversely impact us.

 The
financial markets recently have encountered volatility associated with concerns about the balance sheets of banks, especially small and
regional banks, which may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits
and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some
banks have already been impacted and others may be materially and adversely impacted. Our business is dependent on bank relationships
and we are proactively monitoring the financial health of such bank relationships. Continued strain on the banking system may adversely
impact our business, financial condition and results of operations. To the extent that our portfolio companies work with banks that are
negatively impacted by the foregoing, such portfolio companies' ability to access their own cash, cash equivalents and investments
may be threatened. In addition, such affected portfolio companies may not be able to enter into new banking arrangements or credit facilities
or receive the benefits of their existing banking arrangements or facilities. Any such developments could harm our business, financial
condition, and operating results, and prevent us from fully implementing our investment plan. Continued strain on the banking system
may adversely impact our business, financial condition and results of operations.

 Limitations
of investment due diligence expose us to investment risk.

 Our
due diligence may not reveal all of a portfolio company's liabilities and may not reveal other weaknesses in its business. We can
offer no assurance that our due diligence processes will uncover all relevant facts that would be material to an investment decision.
Before making an investment in, or a loan to, a company, the Advisor will assess the strength and skills of a company's management
and other factors that it believes are material to the performance of the investment.

 In
making the assessment and otherwise conducting customary due diligence, the Advisor will rely on the resources available to it and, in
some cases, an investigation by third parties. This process is particularly important and highly subjective with respect to newly organized
entities because there may be little or no information publicly available about those entities.

 We
may make investments in, or loans to, companies that are not subject to public company reporting requirements including requirements
regarding preparation of financial statements, and our portfolio companies may utilize divergent reporting standards that may make it
difficult for the Advisor to accurately assess the prior performance of a portfolio company. We will, therefore, depend upon the compliance
by investment companies with their contractual reporting obligations. As a result, the evaluation of potential investments and our ability
to perform due diligence on and effectively monitor investments may be impeded, and we may not realize the returns which we expect on
any particular investment. In the event of fraud by any company in which we invest or with respect to which we make a loan, we may suffer
a partial or total loss of the amounts invested in that company.

 We
invest in highly leveraged companies, which could cause us to lose all or a part of our investment in those companies.

in leveraged companies involves a number of significant risks. Leveraged companies in which we invest may have limited financial resources
and may be unable to meet their obligations under their debt securities that we hold. Such developments may be accompanied by a deterioration
in the value of any collateral and a reduction in the likelihood of our realizing any guarantees that we may have obtained in connection
with our investment. In addition, leveraged companies may experience bankruptcy or similar financial distress that may adversely and
permanently affect the issuer, in addition to risks associated with the duration and administrative costs of bankruptcy proceedings.

 Smaller
leveraged companies and middle market companies also may have less predictable operating results and may require substantial additional
capital to support their operations, finance their expansion or maintain their competitive position. Middle market companies may have
limited financial resources, may have difficulty accessing the capital markets to meet future capital needs and may be unable to meet
their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral
and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with our investment. In addition,
such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which
tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns. Middle
market companies are also more likely to depend on the management talents and efforts of a small group of persons, and the death, disability,
resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn,
on us.

 The
debt that we invest in is typically not rated by any rating agency, but we believe that if such investments were rated, they would be
below investment grade (rated lower than "Baa3" by Moody's Investors Service, lower than "BBB-" by Fitch
Ratings or lower than "BBB-" by Standard & Poor's Ratings Services), which under the guidelines established by
these rating entities is an indication of having predominantly speculative characteristics with respect to the issuer's capacity
to pay interest and repay principal. Bonds that are rated below investment grade are sometimes referred to as "high yield bonds"
or "junk bonds." Therefore, our investments will result in an above average amount of risk and volatility or loss of principal.

 We
are subject to risks associated with our investments in unitranche secured loans and securities, including the potential loss of all
or part of such investments.

 We
invest in unitranche secured loans, which are a combination of senior secured and junior secured debt in the same facility. Unitranche
secured loans provide all of the debt needed to finance a leveraged buyout or other corporate transaction, both senior and junior, but
generally in a first-lien position, while the borrower generally pays a blended, uniform interest rate rather than different rates for
different tranches. Unitranche secured debt generally requires payments of both principal and interest throughout the life of the loan.
Generally, we expect these securities to carry a blended yield that is between senior secured and junior debt interest rates. Unitranche
secured loans provide a number of advantages for borrowers, including the following: simplified documentation, greater certainty of execution
and reduced decision-making complexity throughout the life of the loan. In some cases, a portion of the total interest may accrue or
be paid in kind. Because unitranche secured loans combine characteristics of senior and junior financing, unitranche secured loans have
risks similar to the risks associated with senior secured and second-lien loans and junior debt in varying degrees according to the combination
of loan characteristics of the unitranche secured loan.

 Our
investments in securities that are rated below investment grade (i.e. "junk bonds") may be risky and we could lose all or
part of our investments.

 We
invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were
rated. Below investment grade securities, which are often referred to as "junk," have predominantly speculative characteristics
with respect to the issuer's capacity to pay interest and repay principal. They may also be difficult to value and illiquid. The
major risks of below investment grade securities include:

 Below
investment grade securities may be issued by less creditworthy issuers. Issuers of below investment grade securities may have a larger
amount of outstanding debt relative to their assets than issuers of investment grade securities. In the event of an issuer's bankruptcy,
claims of other creditors may have priority over the claims of holders of below investment grade securities, leaving few or no assets
available to repay holders of below investment grade securities.

 Prices
of below investment grade securities are subject to extreme price fluctuations. Adverse changes in an issuer's industry and general
economic conditions may have a greater impact on the prices of below investment grade securities than on other higher-rated fixed-income
securities.

 Issuers
of below investment grade securities may be unable to meet their interest or principal payment obligations because of an economic downturn,
specific issuer developments, or the unavailability of additional financing.

 Below
investment grade securities frequently have redemption features that permit an issuer to repurchase the security from us before it matures.
If the issuer redeems below investment grade securities, we may have to invest the proceeds in securities with lower yields and may lose
income.

 Below
investment grade securities may be less liquid than higher-rated fixed-income securities, even under normal economic conditions. There
are fewer dealers in the below investment grade securities market, and there may be significant differences in the prices quoted by the
dealers. Judgment may play a greater role in valuing these securities and we may be unable to sell these securities at an advantageous
time or price.

 We
may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.

 Defaults
by our portfolio companies, including defaults relating to collateral, will harm our operating results.

 A
portfolio company's failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and,
potentially, termination of its loans and foreclosure on its assets, which could trigger cross-defaults under other agreements and jeopardize
such company's ability to meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary
to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, lenders in certain cases can
be subject to lender liability claims for actions taken by them when they become too involved in the borrower's business or exercise
control over a borrower. It is possible that we could become subject to a lender's liability claim, including as a result of actions
taken if we render managerial assistance to the borrower. Moreover, some of the loans in which we may invest may be "covenant-lite"
loans. We use the term "covenant-lite" loans to refer generally to loans that do not have a complete set of financial maintenance
covenants. Generally, "covenant-lite" loans provide borrower companies more freedom to negatively impact lenders because
their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the
borrower, rather than by a deterioration in the borrower's financial condition. Accordingly, to the extent we invest in "covenant-lite"
loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments
in or exposure to loans with financial maintenance covenants.

debt investments that we make in portfolio companies will be secured on a second priority basis by the same collateral securing senior
debt of such companies. The first priority liens on the collateral will secure the portfolio company's obligations under any outstanding
senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements
governing the debt. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation
of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition,
the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and
other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient
to satisfy the debt obligations secured by the second priority liens after payment in full of all obligations secured by the first priority
liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the debt obligations secured by the second
priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim
against the portfolio company's remaining assets, if any.

 We
may also make unsecured debt investments in portfolio companies in the form of borrowings under credit facilities, meaning that such
investments will not benefit from any interest in collateral of such companies. Liens on such portfolio companies' collateral,
if any, will secure the portfolio company's obligations under its outstanding secured debt and may secure certain future debt that
is permitted to be incurred by the portfolio company under its secured debt agreements. The holders of obligations secured by such liens
will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their
obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic
conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral
would be sufficient to satisfy our unsecured debt obligations after payment in full of all secured debt obligations. If such proceeds
were not sufficient to repay the outstanding secured debt obligations, then our unsecured claims would rank equally with the unpaid portion
of such secured creditors' claims against the portfolio company's remaining assets, if any.

 The
rights we may have with respect to the collateral securing any junior priority loans we make in our portfolio companies may also be limited
pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of senior debt. Under such an intercreditor
agreement, at any time that senior obligations are outstanding, we may forfeit certain rights with respect to the collateral to the holders
of these senior obligations. These rights may include the right to commence enforcement proceedings against the collateral, the right
to control the conduct of such enforcement proceedings, the right to approve amendments to collateral documents, the right to release
liens on the collateral and the right to waive past defaults under collateral documents. We may not have the ability to control or direct
such actions, even if as a result our rights as junior lenders are adversely affected.

 The
lack of liquidity and price decline in our investments may adversely affect our business, including by reducing our NAV through increased
net unrealized depreciation.

 We
may invest in companies that are experiencing financial difficulties, which difficulties may never be overcome. Our investments will
be illiquid in most cases, and there can be no assurance that we will be able to realize on such investments in a timely manner. A substantial
portion of our investments in leveraged companies are and will be subject to legal and other restrictions on resale or will otherwise
be less liquid than more broadly traded public securities. The illiquidity of these investments may make it difficult for us to sell
such investments if the need arises.

 As
a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined
in good faith by our Advisor. As part of the valuation process, we may take into account the following types of factors, if relevant,
in determining the fair value of our investments:

 the enterprise value of
 the portfolio company;

 the nature and realizable
 value of any collateral;

 the company's ability
 to make interest payments, amortization payments (if any) and other fixed charges;

 call features, put features
 and other relevant terms of the debt security;

 the company's historical
 and projected financial results;

 the markets in which the
 portfolio company does business; and

 changes in the interest
 rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future
 and other relevant factors.

 In
addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value
at which we have previously recorded our investments. We may also face other restrictions on our ability to liquidate an investment in
a portfolio company to the extent that we, the Advisor or any of its affiliates have material nonpublic information regarding such portfolio
company.

 In
addition, we generally expect to invest in securities, instruments and assets that are not, and are not expected to become, publicly
traded. We will generally not be able to sell securities publicly unless the sale is registered under applicable securities laws, or
unless an exemption from such registration requirements is available.

 In
certain cases, we may also be prohibited by contract from selling an investment for a period of time or otherwise be restricted from
disposing of the investment. Furthermore, certain types of investments expected to be made may require a substantial length of time to
realize a return or fully liquidate.

 When
an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the
external event to corroborate our valuation. We record decreases in the market values or fair values of our investments as unrealized
depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in
our portfolio. The effect of all of these factors on our portfolio may reduce our NAV by increasing net unrealized depreciation in our
portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in
future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 Further,
in connection with the disposition of an investment in a portfolio company, we may be required to make representations about the business
and financial affairs of the portfolio company, or we may be responsible for the contents of disclosure documents under applicable securities
laws. We may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations
or disclosure documents turn out to be incorrect, inaccurate or misleading. These arrangements may result in contingent liabilities,
for which we may establish reserves or escrows. However, we can offer no assurance that we will adequately reserve for our contingent
liabilities and that such liabilities will not have an adverse effect on us. Such contingent liabilities might ultimately have to be
funded by proceeds, including the return of capital, from our other investments.

 Our
portfolio companies may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or
greater expected yields.

 The
loans in our investment portfolio may be prepaid at any time, generally with little advance notice. Whether a loan is prepaid will depend
both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that allow
such company the ability to replace existing financing with less expensive capital. As market conditions change, we do not know when,
and if, prepayment may be possible for each portfolio company. In some cases, the prepayment of a loan may reduce our achievable yield
if the capital returned cannot be invested in transactions with equal or greater expected yields, which could have a material adverse
effect on our business, financial condition and results of operations.

 Our
portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity.

 We
have a maturity policy between three to six years for our debt investments. The portfolio companies in which we invest may be unable
to repay or refinance outstanding principal on their loans at or prior to maturity. This risk and the risk of default are increased to
the extent that the loan documents do not require the portfolio companies to pay down the outstanding principal of such debt prior to
maturity. As a result, once our investments mature, we will need to seek new investments for such capital.

 Any
failure of one or more portfolio companies to repay or refinance its debt at or prior to maturity or the inability of one or more portfolio
companies to make ongoing payments following an increase in contractual interest rates could have a material adverse effect on our business,
financial condition, results of operations and cash flows.

 Our
investments in portfolio companies may expose us to environmental risks.

 We
may invest in companies engaged in the ownership (direct or indirect), operation, management or development of real properties that may
contain hazardous or toxic substances, and, therefore, may be potentially liable for removal or remediation costs, as well as certain
other costs, including governmental fines and liabilities for injuries to persons and property. The existence of any such material environmental
liability could have a material adverse effect on the results of operations, cash flow and share price of any such portfolio company.
As a result, our investment performance could suffer substantially.

 There
can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. New and
more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws
or regulations could impose substantial additional costs on portfolio investment or potential investments. Compliance with such current
or future environmental requirements does not ensure that the operations of the portfolio investments will not cause injury to the environment
or to people under all circumstances or that the portfolio investments will not be required to incur additional unforeseen environmental
expenditures. Moreover, failure to comply with any such requirements could have a material adverse effect on an investment, and we can
offer no assurance that the portfolio investments will at all times comply with all applicable environmental laws, regulations and permit
requirements.

 We
are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion
of our assets that may be invested in securities of a single issuer.

 We
are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the
1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we assume
large positions in the securities of a small number of issuers, our NAV may fluctuate to a greater extent than that of a diversified
investment company as a result of changes in the financial condition or the market's assessment of the issuer. We may also be more
susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our asset diversification requirements
as a RIC under the Code, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively
few portfolio companies.

 Our
portfolio may be concentrated in a limited number of portfolio companies and industries, which will subject us to a risk of significant
loss if any of these companies defaults on its obligations under any of its debt instruments or if there is a downturn in a particular
industry.

 Our
portfolio may be concentrated in a limited number of portfolio companies and industries. As a result, the aggregate returns we realize
may be significantly and adversely affected if a small number of investments perform poorly or if we need to write down the value of
any one investment. Additionally, while we are not targeting any specific industries, our investments may be concentrated in relatively
few industries. For example, although we may classify the industries of our portfolio companies by end-market (such as health market
or business services) and not by the products or services (such as software) directed to those end-markets, some of our portfolio companies
may principally provide software products or services, which exposes us to downturns in that sector. As a result, a downturn in any particular
industry in which we are invested could also significantly impact the aggregate returns we realize.

 Our
failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

 Following
an initial investment in a portfolio company, we may make additional investments in that portfolio company as "follow-on"
investments, in seeking to:

 increase or maintain in
 whole or in part our position as a creditor or equity ownership percentage in a portfolio company;

 exercise warrants, options
 or convertible securities that were acquired in the original or subsequent financing; or

 preserve or enhance the
 value of our investment.

 We
have discretion to make follow-on investments, subject to the availability of capital resources. Failure on our part to make follow-on
investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may
result in a missed opportunity for us to increase our participation in a successful portfolio company. Even if we have sufficient capital
to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level
of risk, because we prefer other opportunities or because of regulatory or other considerations. Our ability to make follow-on investments
may also be limited by the Advisor's allocation policy.

 Because
we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio
companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments and there
is no assurance that portfolio company management will be able to operate their companies in accordance with our expectations.

 To
the extent that we do not hold controlling equity interests in portfolio companies, we will have a limited ability to protect our position
in such portfolio companies. We may also co-invest with third parties through partnerships, joint ventures or other entities. Such investments
may involve risks in connection with such third-party involvement, including the possibility that a third-party co-investor may have
economic or business interests or goals that are inconsistent with ours or may be in a position to take (or block) action in a manner
contrary to our investment objective. In those circumstances where such third parties involve a management group, such third parties
may receive compensation arrangements relating to such investments, including incentive compensation arrangements.

 Furthermore,
the day-to-day operations of each portfolio company in which we invest will be the responsibility of that portfolio company's management
team. Although we will be responsible for monitoring the performance of each investment and generally intend to invest in portfolio companies
operated by strong management, there can be no assurance that the existing management team, or any successor, will be able to operate
any such portfolio company in accordance with our expectations. There can be no assurance that a portfolio company will be successful
in retaining key members of its management team, the loss of whom could have a material adverse effect on us. Although we generally intend
to invest in companies with strong management, there can be no assurance that the existing management of such companies will continue
to operate a company successfully.

 Our
portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and such portfolio companies
may not generate sufficient cash flow to service their debt obligations to us.

 We
may invest a portion of our capital in second lien and subordinated loans issued by our portfolio companies. Our portfolio companies
may have, or be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. Such subordinated
investments are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition
of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company
may be highly leveraged, and its relatively high debt-to-equity ratio may create increased risks that its operations might not generate
sufficient cash flow to service all of its debt obligations. By their terms, such debt instruments may provide that the holders are entitled
to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the securities
in which we invest. These debt instruments would usually prohibit the portfolio companies from paying interest on or repaying our investments
in the event of and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution,
reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company
would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying
senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us where we are junior
creditor. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an
equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization
or bankruptcy of the relevant portfolio company.

 Additionally,
certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured
debt of such companies. The first priority liens on the collateral will secure the portfolio company's obligations under any outstanding
senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements
governing the loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation
of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition,
the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and
other factors. There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy
the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens
on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second
priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim
against the portfolio company's remaining assets, if any.

 We
may make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies.
Liens on a portfolio company's collateral, if any, will secure the portfolio company's obligations under its outstanding
secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements.
The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from,
any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event
of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance
that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment
in full of all loans secured by collateral. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then
our unsecured claims would rank equally with the unpaid portion of such secured creditors' claims against the portfolio company's
remaining assets, if any.

 The
rights we may have with respect to the collateral securing any junior priority loans we make to our portfolio companies may also be limited
pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of senior debt. Under a typical intercreditor
agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions
that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority
liens:

 the ability to cause the
 commencement of enforcement proceedings against the collateral;

 the ability to control
 the conduct of such proceedings;

 the approval of amendments
 to collateral documents;

 releases of liens on the
 collateral; and

 waivers of past defaults
 under collateral documents.

 We
may not have the ability to control or direct such actions, even if our rights as junior lenders are adversely affected.

 The
disposition of our investments may result in contingent liabilities.

 A
significant portion of our investments will involve private securities. In connection with the disposition of an investment in private
securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those
made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent
that any such representations turn out to be inaccurate or with respect to potential liabilities. These arrangements may result in contingent
liabilities that ultimately result in funding obligations that we must satisfy through our return of distributions previously made to
us.

 The
Advisor's and Administrator's liability is limited, and we have agreed to indemnify each against certain liabilities, which
may lead them to act in a riskier manner on our behalf than it would when acting for its own account.

 Under
the Investment Advisory Agreement, the Advisor does not assume any responsibility to us other than to render the services called for
under that agreement, and it is not responsible for any action of our Board in following or declining to follow the Advisor's advice
or recommendations. Under the terms of the Investment Advisory Agreement, the Advisor, its officers, members, personnel and any person
controlling or controlled by the Advisor are not liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary's
stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement, except
those resulting from acts constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's
duties under the Investment Advisory Agreement. In addition, we have agreed to indemnify the Advisor and each of its officers, directors,
members, managers and employees from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably
incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority
granted by the Investment Advisory Agreement, except where attributable to willful misfeasance, bad faith, gross negligence or reckless
disregard of such person's duties under the Investment Advisory Agreement. Similarly, the Administrator and certain specified parties
providing administrative services pursuant to the relevant agreement are not liable to us or our stockholders for, and we have agreed
to indemnify them for, any claims or losses arising out of the good faith performance of their duties or obligations, except where attributable
to willful misfeasance, bad faith, gross negligence or reckless disregard of the Administrator's duties. These protections may
lead the Advisor or the Administrator to act in a riskier manner when acting on our behalf than it would when acting for its own account.

 We
are subject to risks under hedging transactions and our ability to enter into transactions involving derivatives and financial commitment
transactions may be limited.

 Although
we do not engage in hedging transactions as a principal investment strategy, we may engage in hedging transactions in the form of interest
rate swaps, caps, collars and floors, intended to limit our exposure to interest rate fluctuations to the limited extent such transactions
are permitted under the 1940 Act and applicable commodities laws. Engaging in hedging transactions would entail additional risks to our
stockholders.

 In
addition, we are subject to legislation that may limit our ability to enter into such transactions. For example, in August 2022, Rule
18f-4 under the 1940 Act, regarding the ability of a BDC (or a registered investment company) to use derivatives and other transactions
that create future payment or delivery obligations (except reverse repurchase agreements and similar financing transactions), became
effective. Under the rule, BDCs that make significant use of derivatives are required to operate subject to a value-at-risk leverage
limit, adopt a derivatives risk management program and appoint a derivatives risk manager, and comply with various testing and board
reporting requirements. These requirements apply unless the BDC qualifies as a "limited derivatives user," as defined under
the adopted rules. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such
as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it
enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of
its unfunded commitment agreements, in each case as it becomes due. We intend to operate under the limited derivatives user exemption
of Rule 18f-4 and have adopted written policies and procedures reasonably designed to manage our derivatives risk pursuant to Rule 18f-4.
Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts. We qualify
as a "limited derivatives user," and as a result the requirements applicable to us under Rule 18f-4 may limit our ability
to use derivatives and enter into certain other financial contracts. However, if we fail to qualify as a limited derivatives user and
become subject to the additional requirements under Rule 18f-4, compliance with such requirements may increase cost of doing business,
which could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Future legislation
or rules may modify how we treat derivatives and other financial arrangements for purposes of our compliance with the leverage limitations
of the 1940 Act and, therefore, may increase or decrease the amount of leverage currently available to us under the 1940 Act, which may
be materially adverse to us and our stockholders.

 In
each such case, we generally would seek to hedge against fluctuations of the relative values of our portfolio positions from changes
in market interest rates. Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations
in the values of such positions or prevent losses if the values of the positions declined. However, such hedging could establish other
positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such
hedging transactions could also limit the opportunity for gain if the values of the underlying portfolio positions increased. Moreover,
it might not be possible to hedge against an exchange rate or interest rate fluctuation that was so generally anticipated that we would
not be able to enter into a hedging transaction at an acceptable price. Use of a hedging transaction could involve counterparty credit
risk.

 The
success of any hedging transactions we may enter into will depend on our ability to correctly predict movements in interest rates. Therefore,
while we may enter into hedging transactions to seek to reduce interest rate risks, unanticipated changes in interest rates could result
in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation
between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged could
vary. Moreover, for a variety of reasons, we might not seek to (or be able to) establish a perfect correlation between the hedging instruments
and the portfolio holdings being hedged. Any such imperfect correlation could prevent us from achieving the intended hedge and expose
us to risk of loss. Our ability to engage in hedging transactions may also be adversely affected by rules adopted by the CFTC.

 We
may not realize gains from our equity investments.

 When
we invest in loans, we may acquire warrants or other equity securities of portfolio companies as well. We may also invest in equity securities
directly. To the extent we hold equity investments, we will seek to dispose of them and realize gains upon our disposition of them. However,
the equity interests we receive may not appreciate in value and may decline in value. As a result, we may not be able to realize gains
from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset
any other losses we experience.

 To
the extent that we borrow under credit facilities, the potential for gain or loss on amounts invested in us will be magnified and may
increase the risk of investing in us. Borrowings under credit facilities may also adversely affect the return on our assets, reduce cash
available to service our debt or for distribution to our stockholders, and result in losses.

 The
use of leverage in the form of borrowings under credit facilities increases the volatility of investments by magnifying the potential
for gain or loss on invested equity capital. Since we use leverage in the form of borrowings under credit facilities to partially finance
our investments, you will experience increased risks of investing in our securities. If the value of our assets decreases, leveraging
will cause NAV to decline more sharply than it otherwise would if we had not borrowed under the credit facilities. Similarly, any decrease
in our income would cause net income to decline more sharply than it would have if we had not borrowed under the credit facilities. Such
a decline could negatively affect our ability to service our debt or make distributions to our stockholders. In addition, our stockholders
will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase
in the management fees payable to our Advisor.

 The
amount of borrowings under credit facilities depends on our Advisor's and our Board's assessment of market and other factors
at the time of any proposed borrowing under credit facilities. We can offer no assurance that leveraged financing will be available to
us on favorable terms or at all. However, to the extent that we use leverage to finance our assets, our financing costs will reduce cash
available for servicing our debt or distributions to stockholders. Moreover, we may not be able to meet our financing obligations and,
to the extent that we cannot, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such
an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in
losses.

 We
are subject to risks associated with our investment and trading of liquid credit (i.e., broadly syndicated loans).

 From
time to time, we may invest in liquid credit (i.e., broadly syndicated loans) that may be traded in public or institutional financial
markets for which there is a more active market than some of our other investments. These investments may expose us to various risks,
including with respect to liquidity, price volatility, interest rate risk, ability to restructure in the event of distress, credit risks
and less protective issuing documentation, than is the case with the loans to middle market companies that comprise nearly all of our
debt investments. Certain of these instruments may be fixed rate assets, thereby exposing us to interest rate
risk in the valuation of such investments. Additionally, the financial markets in which these assets may be traded are subject to significant
volatility (including due to macroeconomic conditions), which may impact the value of such investments and our ability to sell such instruments
without incurring losses. The foregoing may result in volatility in the valuation of our liquid credit investments, which would, in turn,
impact our NAV. Similarly, a sudden and significant increase in market interest rates may increase the risk of payment defaults and cause
a decline in the value of these investments and in our NAV. We may sell our liquid credit investments from time to time in order to generate
proceeds for use in our investment program, and we may suffer losses in connection with any such sales, due to the foregoing factors.
We may not realize gains from our liquid credit investments and any gains that we realize may not be sufficient to offset any other losses
we experience.

 Our
investments in the Trading Companies & Distributors industry face considerable uncertainties including significant regulatory
challenges.

 Our investments in portfolio companies that operate
in the Trading Companies & Distributors industry represent approximately 20.9% of our total portfolio as of December 31, 2024.
Portfolio companies in the Trading Companies & Distributors industry are subject to many risks, including the negative impact
of regulation, a competitive marketplace, decreased consumer demand and supply-chain disruptions. In recent years, supply-chain disruptions
and global trade policies have had a negative impact on these industries and as Trading Companies & Distributors represent a
significant portion of our investments, such adverse business and/or economic conditions have also impacted our portfolio. Adverse economic,
business, or regulatory developments affecting the Trading Companies & Distributors industry, including trade policies, treaties
and tariffs between the United States and other countries, could have a negative impact on the value of our investments in portfolio
companies operating in this industry, and therefore could negatively impact our business and results of operations.

 Risks
Relating to Our Common Stock

 There
is no public market for our shares of common stock, and no market for our shares of common stock may develop in the future.

 There
is no existing trading market for our shares of common stock, and no market for our shares of common stock may develop in the future.
If developed, any such market may not be sustained. In the absence of a trading market, holders of our shares of common stock may be
unable to liquidate an investment in our shares.

 There
are restrictions on the ability of holders of our Common Stock to transfer shares in excess of the restrictions typically associated
with a private offering of securities under Regulation D and other exemptions from registration under the Securities Act, and these additional
restrictions could further limit the liquidity of an investment in our shares of common stock and the price at which holders may be able
to sell the shares.

 We
are relying on an exemption from registration under the Securities Act and state securities laws in offering our shares of common stock
pursuant to the Subscription Agreements. As such, absent an effective registration statement covering our Common Stock, such shares may
be resold only in transactions that are exempt from the registration requirements of the Securities Act and with our prior consent. Our
Common Stock has limited transferability which could delay, defer or prevent a transaction or a change of control of the Company that
might involve a premium price for our securities or otherwise be in the best interest of our stockholders.

provisions of the DGCL, our certificate of incorporation, bylaws, and actions of our Board could deter takeover attempts and have an
adverse impact on the value of common stock.

 The
General Corporation Law of the State of Delaware, as amended (the "DGCL"), contains provisions that may discourage, delay
or make more difficult a change in control of us or the removal of our directors. Our certificate of incorporation and bylaws contain
provisions that limit liability and provide for indemnification of our directors and officers. These provisions and others which we may
adopt also may have the effect of deterring hostile takeovers or delaying changes in control or management. We are subject to Section
203 of the DGCL, the application of which is subject to any applicable requirements of the 1940 Act. This section generally prohibits
us from engaging in mergers and other business combinations with stockholders that beneficially own 15% or more of our voting stock,
either individually or together with their affiliates, unless our directors or stockholders approve the business combination in the prescribed
manner. Section 203 of the DGCL may discourage third parties from trying to acquire control of us and increase the difficulty of consummating
such an offer.

 We
have also adopted measures that may make it difficult for a third party to obtain control of us, including provisions of our certificate
of incorporation that classify our Board of Directors in three classes serving staggered three-year terms, and provisions of our certificate
of incorporation authorizing our Board of Directors to classify or reclassify shares of our preferred stock in one or more classes or
series, and to cause the issuance of additional shares of our stock. These provisions, as well as other provisions in our certificate
of incorporation and bylaws, may delay, defer or prevent a transaction or a change in control in circumstances that could give our stockholders
the opportunity to realize a premium of the NAV of our shares of common stock.

 During
extended periods of capital market disruption and instability, there is a risk that you may not receive distributions or that our distributions
may not grow over time and a portion of our distributions may be a return of capital.

 We
intend to make periodic distributions to our stockholders out of assets legally available for distribution. We cannot assure you that
we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases
in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors
described in this Annual Report on Form 10-K. Due to the asset coverage test applicable to us under the 1940 Act as a BDC, we may
be limited in our ability to make distributions. If we declare a distribution and if more stockholders opt to receive cash distributions
rather than participate in our dividend reinvestment plan ("DRIP"), we may be forced to sell some of our investments in order
to make cash distribution payments. To the extent we make distributions to stockholders that include a return of capital, such portion
of the distribution essentially constitutes a return of the stockholder's investment. Although such return of capital may not be
taxable, such distributions may increase an investor's tax liability for capital gains upon the future sale of our Common Stock.

 A
return of capital distribution may cause a stockholder to recognize a capital gain from the sale of our Common Stock even if the stockholder
sells its shares for less than the original purchase price.

 Investing
in our Common Stock may involve an above average degree of risk.

 The
investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options
and a higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore,
an investment in our shares may not be suitable for someone with lower risk tolerance. In addition, our Common Stock is intended for
long-term investors who can accept the risks of investing primarily in illiquid loans and other debt or debt-like instruments and should
not be treated as a trading vehicle.

 A
stockholder's interest in us will be diluted if we issue additional shares, which could reduce the overall value of an investment
in us.

 Our
stockholders do not have preemptive rights to any shares of common stock we issue in the future. To the extent that we issue additional
equity interests at or below NAV your percentage ownership interest in us may be diluted. In addition, depending upon the terms and pricing
of any future and the value of our investments, you may also experience dilution in the book value and fair value of your shares of common
stock.

 Under
the 1940 Act, we generally are prohibited from issuing or selling our shares of common stock at a price below NAV per share, which may
be a disadvantage as compared with certain public companies. We may, however, sell our shares of common stock, or warrants, options,
or rights to acquire our shares of common stock, at a price below the current NAV of our shares of common stock if our Board of Directors
determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders, including a majority
of those stockholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to
be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the fair value
of such securities (less any distributing commission or discount). If we raise additional funds by issuing our shares of common stock
or senior securities convertible into, or exchangeable for, our shares of common stock, then the percentage ownership of our stockholders
at that time will decrease and you will experience dilution.

 In
the event that we enter into a Subscription Agreement with one or more investors after the Initial Closing, each such investor will be
required to make Catch-up Purchases on one or more dates to be determined by us. Each Catch-up Purchase will dilute
the ownership percentage of all investors whose subscriptions were accepted at previous closings. As a result, each subsequent closing
after the Initial Closing will result in existing stockholders experiencing dilution as a result of Catch-up Purchases.

 In
addition, distributions declared in cash payable to stockholders that are participants in our DRIP will generally be automatically reinvested
in our shares of common stock. As a result, stockholders that do not participate in our DRIP may experience dilution over time.

 We
may be subject to risks that arise from newly enacted federal tax legislation and our stockholders may receive our shares of Common Stock
as dividends, which could result in adverse tax consequences to them.

 The
Inflation Reduction Act of 2022, among other things, introduced a 15% book minimum tax on larger corporations, a 1% excise tax on stock
buybacks and increased investment in the Internal Revenue Service (the "IRS") to aid in the enforcement of tax laws. The
impact of such legislation, as well as federal tax legislation proposed but not yet enacted, on us, our stockholders and entities in
which we may invest is uncertain. Prospective investors are urged to consult their tax advisors regarding the effects of the new legislation
on an investment in us.

 In
order to satisfy the annual distribution requirement applicable to RICs, we will have the ability to declare a large portion of a dividend
in our shares of common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion may be as low
as 20% of such dividend) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income
tax purposes. As a result, a stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date
the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in our shares
of common stock. We currently do not intend to pay dividends in our shares of common stock.

 We
may in the future determine to issue preferred stock, which could adversely affect the value of shares of Common Stock.

 The
issuance of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders
of preferred stock could make an investment in shares of Common Stock less attractive. In addition, the dividends on any preferred stock
we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take preference
over any distributions or other payments to holders of Common Stock, and holders of preferred stock are not subject to any of our expenses
or losses and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible
preferred stock that converts into shares of Common Stock). In addition, under the 1940 Act, preferred stock would constitute a "senior
security" for purposes of the 150% asset coverage test. We do not currently anticipate issuing preferred stock.

 General
Risk Factors

 Global
economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant
adverse effect on our business, financial condition and results of operations.

 The
current worldwide financial markets situation, as well as various social and political tensions in the United States and around the world
(including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes,
tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility, may have long term effects on the
United States and worldwide financial markets, and may cause economic uncertainties or deterioration in the United States and worldwide.

 For
example, ongoing armed conflicts between Russia and Ukraine in Europe and among Israel, Hamas and other militant groups in
the Middle East, have caused and could continue to cause significant market disruptions and volatility within the markets in Russia,
Europe, the Middle East and the United States. In addition, the current political climate has intensified concerns about trade tariffs
and a potential trade war between the United States and certain foreign countries, including China, Mexico and Canada, among
others. These consequences may trigger a significant reduction in international trade, shortages or oversupply of certain manufactured
goods, substantial price increases or decreases of goods, inflationary pressures, and possible failure of individual companies and/or
large segments of the foreign export industry with a potentially negative impact on the value of our investments.

 In
addition, the political reunification of China and Taiwan, over which China continues to claim sovereignty, is a highly complex issue
that has included threats of invasion by China. Any escalation of hostility between China and/or Taiwan would likely have a significant
adverse impact not only on the value of investments in both countries, but also on economies and financial markets globally.

 We
do not currently have portfolio investments with direct exposure to the Middle East, China, Taiwan, Russia or Ukraine, but because of
the increasing interconnectedness of global economies and financial markets, events in these regions could negatively affect the value
of our investments.

 Political,
social and economic uncertainty creates and exacerbates risks.

 Social,
political, economic and other conditions and events (such as natural disasters, epidemics and pandemics, terrorism, conflicts and social
unrest) will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including
the financial markets, to which companies and their investments are exposed. As global systems, economies and financial markets are increasingly
interconnected, events that once had only local impact are now more likely to have regional or even global effects. Events that occur
in one country, region or financial market will, more frequently, adversely impact issuers in other countries, regions or markets, including
in established markets such as the U.S. Such risks include the large-scale invasion of Ukraine by Russia that began in February 2022,
heightened tensions between China and Taiwan, the recent outbreak of hostilities in the Middle East, or the effect on world leaders and
governments of global health pandemics, such as the COVID-19 pandemic. These impacts can be exacerbated by failures of governments and
societies to adequately respond to an emerging event or threat. We do not currently have portfolio investments with direct exposure to
the Middle East, China, Taiwan, Russia or Ukraine, but because of the increasing interconnectedness of global economies and financial
markets, events in these regions could negatively affect the value of our investments.

 Uncertainty
can result in or coincide with, among other things: increased volatility in the financial markets for securities, derivatives, loans,
credit and currency; a decrease in the reliability of market prices and difficulty in valuing assets (including portfolio company assets);
greater fluctuations in spreads on debt investments and currency exchange rates; increased risk of default (by both government and private
obligors and issuers); further social, economic, and political instability; nationalization of private enterprise; greater governmental
involvement in the economy or in social factors that impact the economy; changes to governmental regulation and supervision of the loan,
securities, derivatives and currency markets and market participants and decreased or revised monitoring of such markets by governments
or self-regulatory organizations and reduced enforcement of regulations; limitations on the activities of investors in such markets;
controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; the significant
loss of liquidity and the inability to purchase, sell and otherwise fund investments or settle transactions (including, but not limited
to, a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation,
which can last many years and have substantial negative effects on credit and securities markets as well as the economy as a whole; recessions;
and difficulties in obtaining and/or enforcing legal judgments.

 For
example, the COVID-19 pandemic led to disruptions in local, regional, national and global markets and economies. With respect to the
U.S. credit markets (in particular for middle market loans), this outbreak resulted in the following among other things: (i) significant
disruption to the businesses of many middle market loan borrowers including supply chains, demand and practical aspects of their operations,
as well as lay-offs of employees; (ii) increased draws by borrowers on revolving lines of credit; (iii) increased requests by borrowers
for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty
in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruption of these markets including greater volatility
in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues; and (v) rapidly
evolving proposals and/or actions by state and federal governments to address problems experienced by the markets and by businesses and
the economy in general which were not necessarily adequate to address the problems faced by the loan market and middle market businesses.
Although many of these conditions have resolved, similar consequences could occur in the future as a result of new variants of the virus
or other infectious diseases. Any future outbreaks of infectious diseases could have an adverse impact on the markets and the economy
in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume
and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the
event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by us and
returns to us, among other things. It is impossible to determine the scope of any future outbreaks, how long any such outbreak, market
disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on us and our portfolio
companies in which we invest.

 Although
it is impossible to predict the precise nature and consequences of these events, or of any political or policy decisions and regulatory
changes occasioned by emerging events or uncertainty on applicable laws or regulations that impact us and our targeted investments, it
is clear that these types of events are impacting and will, for at least some time, continue to impact us and our targeted investments
and, in certain instances, the impact will be adverse and profound.

 If
public health uncertainties and market disruptions continue for an extended period of time, loan delinquencies, loan non-accruals, problem
assets, and bankruptcies may increase. In addition, collateral for our loans may decline in value, which could cause loan losses to increase
and the net worth and liquidity of loan guarantors could decline, impairing their ability to honor commitments to us. An increase in
loan delinquencies and non-accruals or a decrease in loan collateral and guarantor net worth could result in increased costs and reduced
income which would have a material adverse effect on our business, financial condition or results of operations.

 We
will also be negatively affected if the operations and effectiveness of us or a portfolio company (or any of the key personnel or service
providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted.

 We
are subject to risks related to corporate responsibility.

 Our
business faces increasing public scrutiny related to environmental, social and governance ("ESG") activities. We risk damage
to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance
and transparency and considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact
the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business
and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect our business.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 The
Company's Board of Directors (the "Board") is responsible for overseeing the Company's risk management program
and cybersecurity is a critical element of this program. Management is responsible for the day-to-day administration of the Company's
risk management program and its cybersecurity policies, processes, and practices. The Company's cybersecurity policies, standards,
processes, and practices are based on recognized frameworks established by the National Institute of Standards and Technology, the International
Organization for Standardization and other applicable industry standards and are fully integrated into the Company's overall risk
management processes. In general, the Company seeks to address material cybersecurity threats through a company-wide approach that addresses
the confidentiality, integrity, and availability of the Company's information systems or the information that the Company collects
and stores, by assessing, identifying and managing cybersecurity issues as they occur.

 Cybersecurity
Risk Management and Strategy

 The
Company's cybersecurity risk management strategy focuses on several areas:

 Identification and Reporting:
 The Company has implemented a comprehensive, cross-functional approach to assessing, identifying and managing material cybersecurity
 threats and incidents. The Company's program includes controls and procedures to properly identify, classify and escalate certain
 cybersecurity incidents to provide management visibility and obtain direction from management as to the public disclosure and reporting
 of material incidents in a timely manner.

 Technical Safeguards:
 The Company implements technical safeguards that are designed to protect the Company's information systems from cybersecurity
 threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls, which
 are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence, as well as assistance from third
 party experts where necessary.

 Incident Response and
 Recovery Planning: The Company has established and maintains comprehensive incident response, business continuity, and disaster
 recovery plans designed to address the Company's response to a cybersecurity incident. The Company conducts regular tabletop
 exercises to test these plans and ensure personnel are familiar with their roles in a response scenario.

 Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to identifying and overseeing material cybersecurity threats presented by third parties, including vendors, service providers, and other external users of the Company's systems, as well as the systems of third parties that could adversely impact our business in the event of a material cybersecurity incident affecting those third-party systems, including any outside consultants who advise on the Company's cybersecurity systems.

 Education and Awareness:
 The Company provides regular, mandatory training for all levels of employees regarding cybersecurity threats as a means to equip
 the Company's employees with effective tools to address cybersecurity threats, and to communicate the Company's evolving
 information security policies, standards, processes, and practices.

 The
Company conducts periodic assessment and testing of the Company's policies, standards, processes, and practices in a manner intended
to address cybersecurity threats and events. This includes penetration testing of network infrastructure and phishing tests targeting
the Adviser's employees. The results of such assessments and reviews are evaluated by management and reported to the Board, and
the Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by
these assessments and reviews.

 Governance

 The
Board, in coordination with the Adviser, oversees the Company's risk management program, including the management of cybersecurity
threats. The Board receives regular updates and reports on developments in the cybersecurity space, including risk management practices,
recent developments, vulnerability assessments, third-party and independent reviews, the threat environment, and information security
issues encountered by the Company'. The Board also receives prompt and timely information regarding any cybersecurity risk that
meets pre-established reporting thresholds, as well as ongoing updates regarding any such risk. On an annual basis, the Board and the
Adviser discuss the Company's approach to overseeing cybersecurity threats.

 The
Adviser has established an internal working group that includes relevant representation from senior management including the CCO, CFO,
and CISO, and CTO who work collaboratively to implement a program designed to protect the Company's information systems from cybersecurity
threats and to promptly respond to any material cybersecurity incidents in accordance with the Company's incident response and
recovery plans. Through ongoing communication with these teams, the CISO, CTO and senior management are informed about and monitor the
prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents
to the Board when appropriate.

 Members
of the internal working group have multiple decades of experience in information security and risk management, including assessing cybersecurity
threats. Furthermore, the CTO and CISO have educational backgrounds and hold professional experience and certifications relevant
to management of cybersecurity.

 Material
Effects of Cybersecurity Incidents

 Risks
from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably
likely to materially affect the Company, including its business strategy, results of operations, or financial condition.

 ITEM
2. PROPERTIES

 The
headquarters of KA Credit Advisors II, LLC is located at 717 Texas Avenue, Suite 2200, Houston, TX 77002.

 ITEM
3. LEGAL PROCEEDINGS

 Neither
we nor our Advisor is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened
against us, or against our Advisor.

 From
time to time, we, or our Advisor, may be a party to certain legal proceedings in the ordinary course of business, including proceedings
relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings
cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition
or results of operations.

 From
time to time we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business. Our businesses
are also subject to extensive regulation, which may result in regulatory proceedings against us.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 There
is no public market for our shares of common stock currently, nor can we give any assurance that one will develop.

 Because
shares of common stock are being acquired by investors in one or more transactions "not involving a public offering," they
are "restricted securities" and may be required to be held indefinitely. Our shares of common stock may not be sold, transferred,
assigned, pledged or otherwise disposed of unless (i) our consent is granted, and (ii) the shares of common stock are registered
under applicable securities laws or specifically exempted from registration (in which case the stockholder may, at our option, be required
to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). Accordingly, an investor
must be willing to bear the economic risk of investment in the shares of common stock until we are liquidated. No sale, transfer, assignment,
pledge or other disposition, whether voluntary or involuntary, of the shares of common stock may be made except by registration of the
transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other
restrictions imposed on the shares of common stock and to execute such other instruments or certifications as are reasonably required
by us.

 Holders

 Please
see "Part III—Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters"
for disclosure regarding the holders.

 As of February 21, 2025,
we had 4 holders of record of our common stock.

 Distributions

 The
following table reflects the distributions declared and payable for the year ended December 31, 2024 (dollars in thousands, except per
share amounts).

 Date
 Declared

 Record

 Date

 Payment

 Date

 per Share

 Total

 March 6, 2024

 March 29, 2024

 April 17, 2024

 $
 136.00

 $
 5,560

 May 8, 2024

 June 28, 2024

 July 15, 2024

 137.00

 5,745

 August 7, 2024

 September 30, 2024

 October 15, 2024

 165.00

 7,729

 November 6, 2024

 December 31, 2024

 January 15, 2025

 139.00

 7,202

 $
 577.00

 $
 26,236

Reinvestment Plan

 The
following table summarizes the amounts received and shares of common stock issued to shareholders pursuant to our dividend reinvestment
plan during the year ended December 31, 2024 (dollars in thousands, except per share amounts).

 record date

 payment

 date

 DRIP

 DRIP

 value

 December 29, 2023

 January 16, 2024

 $
 4,616

 March 29, 2024

 April 17, 2024

 1,047

 5,509

 June 28, 2024

 July 15, 2024

 September 30, 2024

 October 15, 2024

 1,149

 2,310

 $
 12,128

 For
the dividend declared on November 6, 2024 with a record date of December 31, 2024 and paid on January 15, 2025, there were 203 shares
issued with a DRIP value of $1,070. These shares are excluded from the table above, as the DRIP shares were issued after December 31,
2024.

 All
of the dividends declared during the year ended December 31, 2024 were derived from ordinary income, determined on a tax basis.

 Recent
Sales of Unregistered Securities

 As
set forth in the table below (dollars in thousands, except per share amounts), during the year ended December 31, 2024, we issued and
sold 14,209 shares of common stock at an aggregate offering amount of $75,000. The issuance of the shares of common stock was exempt
from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof and previously
reported by us on our current reports on Form 8-K.

 issue date

 price per
 share

 shares issued

 February 15, 2024

 $
 5,308

 4,710

 $

 July 3, 2024

 $
 5,269

 4,745

 October 23, 2024

 $
 5,259

 4,754

 Total

 14,209

 $
 75,000

 ITEM
6. [RESERVED]

 The
selected financial data previously required by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No. 33-10890, Management's
Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information
appearing elsewhere in this Annual Report on Form 10-K.. Except as otherwise specified, references to "we," "us,"
"our," or the "Company" refer to Kayne DL 2021, Inc.

Objective, Principal Strategy and Investment Structure

 Kayne
DL 2021, Inc. is a Delaware corporation to make investments in middle-market companies and commenced operations on December 16, 2021.
We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated
as a BDC under the 1940 Act, as amended. In addition, for U.S. federal income tax purposes, we intend to qualify, annually, as a RIC
under Subchapter M of the Code.

 Our investment activities are managed by KA Credit
Advisors II, LLC (the "Advisor"), an indirect controlled subsidiary of Kayne Anderson Capital Advisors, L.P. ("Kayne
Anderson"), and the Advisor operates within Kayne Anderson's middle market private credit platform ("KAPC" or
"Kayne Anderson Private Credit"). The Advisor is an investment advisor registered with the United States Securities and Exchange
Commission (the "SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). In accordance
with the Advisers Act, our Advisor is responsible for originating prospective investments, conducting research and due diligence investigations
on potential investments, analyzing investment opportunities, negotiating and structuring investments, and monitoring our investments
and portfolio companies on an ongoing basis. The Advisor benefits from the scale and resources of Kayne Anderson and specifically KAPC.

 Our
investment objective is to generate current income and, to a lesser extent, capital appreciation. We intend to have nearly all of our
debt investments in private middle market companies. We use "private" to refer to companies that are not traded on a securities
exchange and define "middle market companies" as companies that, in general, generate between $10 million and $150 million
of annual earnings before interest, taxes, depreciation and amortization, or EBITDA. Further, we refer to companies that generate between
$10 million and $50 million of annual EBITDA as "core middle market companies" and companies that generate between $50 million
and $150 million of annual EBITDA as "upper middle market companies." We typically adjust EBITDA for non-recurring and/or
normalizing items to assess the financial performance of our borrowers over time.

 We intend to achieve our investment objective
by investing primarily in first lien senior secured loans, with a secondary focus on unitranche and split-lien loans to middle market
companies. Under normal market conditions, we expect at least 90% of our portfolio (including investments purchased with proceeds from
borrowings under credit facilities) to be invested in first lien senior secured, unitranche and split-lien loans. Our investment decisions
are made on a case-by-case basis. We expect that a majority of these debt investments will be made in core middle market companies and
will generally have stated maturities of three to six years. We expect that the loans in which we principally invest will be to companies
that are located in the United States. We determine the location of a company as being in the United States by (i) such
company being organized under the laws of one of the states in the United States; or (ii) during its most recent fiscal year,
such company derived at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed
in the United States or has at least 50% of its assets in the United States.

 The
Advisor executes on our investment objective by (1) accessing the established loan sourcing channels developed by KAPC, which includes
an extensive network of private equity firms, other middle market lenders, financial advisors, intermediaries and management teams, (2)
selecting investments within our middle market company focus, (3) implementing KAPC's underwriting process and (4) drawing upon
its experience and resources and the broader Kayne Anderson network. KAPC was established in 2011 and manages (directly and through affiliates)
assets under management ("AUM") of approximately $7.1 billion related to middle market private credit as of December 31,
2024.

 Recent
Developments

 On
January 15, 2025, we paid a dividend of $139 per share to each common stockholder of record as of December 31, 2024. The total dividend
was $7.2 million and, of this amount, $1.1 million was reinvested into the Company through the issuance of 203 shares of common stock.

 On
February 13, 2025, we sold 4,754 shares of our common stock for a total aggregate offering price of $25 million. We have existing
subscription agreements with investors for an aggregate capital commitment of $353.5 million to purchase shares of common stock
($85.5 million is undrawn following this share issuance).

 On February 19, 2025, our Board of Directors declared
a dividend to common stockholders in the amount of $132 per share. The dividend of $132 per share will be paid on April 15, 2025 to stockholders
of record as of the close of business on March 31, 2025, payable in cash or shares of common stock of the Company pursuant to the Company's
Dividend Reinvestment Plan, as amended.

 On February 21, 2025, we renewed the Subscription
Credit Facility for a one-year term maturing on February 20, 2026.

and Investment Activity

 Our
portfolio is currently comprised of a broad mix of loans, with diversity among investment size and industry focus. The Advisor's
team of professionals conducts due diligence on prospective investments during the underwriting process and is involved in structuring
the credit terms of our private middle market investments. Once an investment has been made, our Advisor closely monitors that portfolio
investment and takes a proactive approach to identify and address sector or company specific risks. The Advisor seeks to maintain a regular
dialogue with portfolio company management teams (as well as their owners, the majority of whom are private equity firms, where applicable),
reviews detailed operating and financial results on a regular basis (typically monthly or quarterly) and monitors current and projected
liquidity needs, in addition to other portfolio management activities. There are no assurances that we will achieve our investment objectives.

 As
of December 31, 2024, we had investments in 70 portfolio companies with an aggregate fair value of approximately $261.8 million, and
unfunded commitments to these portfolio companies of $31.8 million, and our portfolio consisted of 100% first lien senior secured loans.

 As
of December 31, 2024, 100% of our debt investments had floating interest rates. Our weighted average yields for debt investments at fair
value and amortized cost were 11.1% and 11.3%, respectively.

 As of December 31, 2024, our portfolio was invested
across 19 different industries (Global Industry Classification "GICS", Level 3 – Industry). The largest industries in
our portfolio as of December 31, 2024 were Trading Companies & Distributors, Commercial Services & Supplies, Health Care Providers
& Services and Food Products, which represented, as a percentage of our portfolio of long-term investments, 20.9%, 13.1%, 12.3% and
12.2%, respectively, based on fair value. We are generalist investors and the industries in which our portfolio companies operate may
change over time.

 As
of December 31, 2024, our average position size based on commitment (at the portfolio company level) was $4.2 million.

 As
of December 31, 2024, the weighted average and median last twelve months ("LTM") EBITDA of our portfolio companies were $53.4
million and $36.6 million, respectively, based on fair value 1.

 As
of December 31, 2024, the weighted average loan-to-enterprise-value ("LTEV") of our debt investments at the time of our initial
investment was 42.6%, based on par 1. LTEV represents the total par value of our debt investment relative to our estimate of
the enterprise value of the underlying borrower.

 Excludes investments on
 watch list, which represent 2.2% of the total fair value of debt investments as of December 31, 2024.

 As
of December 31, 2024, none of our debt investments in portfolio companies were on non-accrual.

 As
of December 31, 2024, our portfolio companies' weighted average leverage ratio and weighted average interest coverage ratio (the
calculation of which is based on the most recent quarter end or latest available information from the portfolio companies) was of 4.2x
and 2.2x, respectively, based on fair value 1.

 As
of December 31, 2024, the percentage of our debt investments including at least one financial maintenance covenant was 100% based on
fair value.

 Listed
below are our top ten portfolio companies and industries represented as a percentage of total long-term investments as of December 31,
2024:

 Company

 Industry

 Fair

 Value

 of

 long-term

 Dusk
 Acquisition II Corporation (Motors & Armatures, Inc. – MARS)

 Trading
 companies & distributors

 $
 7.0

 2.7
 %

 Engineered Fastener Company, LLC (EFC International)

 Trading companies &
 distributors

 $
 6.9

 2.6
 %

 Genuine Cable Group, LLC

 Trading companies &
 distributors

 $
 6.8

 2.6
 %

 Vitesse Systems Parent, LLC

 $
 6.7

 2.5
 %

 BR PJK Produce, LLC (Keany)

 $
 6.4

 2.4
 %

 Guided Practice Solutions: Dental, LLC (GPS)

 Health care providers
 & services

 $
 6.3

 2.4
 %

 Light Wave Dental Management, LLC

 Health care providers
 & services

 $
 6.2

 2.4
 %

 American Equipment Holdings LLC

 Commercial services
 & supplies

 $
 6.0

 2.3
 %

 BLP Buyer, Inc. (Bishop Lifting Products)

 Commercial services
 & supplies

 $
 5.9

 2.3
 %

 Envirotech Services,
 LLC

 Professional
 services

 $
 5.8

 2.2
 %

 $
 64.0

 24.4
 %

 Excludes investments on
 watch list, which represent 2.2% of the total fair value of debt investments as of December 31, 2024.

 Our
investment activity for the years ended December 31, 2024 and 2023 is presented below (information presented herein is at par value unless
otherwise indicated).

 For

 2024

 2023

 New investments:

 Gross new investments
 commitments

 $
 132.6

 $
 83.3

 Less:
 investment commitments sold down, exited or repaid (1)

 (40.5
)

 (10.1
)

 Net investment commitments

 $
 92.1

 $
 73.2

 Principal amount of investments
 funded:

 Private credit investments

 $
 124.5

 $
 90.3

 Liquid
 credit investments

 -

 -

 Total principal amount of investments funded

 $
 124.5

 $
 90.3

 Principal amount of investments
 sold / repaid:

 Private credit investments

 $
 (40.1
)

 $
 (19.9
)

 Liquid
 credit investments

 -

 -

 Total principal amount of investments sold
 or repaid

 $
 (40.1
)

 $
 (19.9
)

 Number of new investment commitments

 Average new investment commitment amount

 $
 2.6

 $
 2.1

 Weighted average maturity
 for new investment commitments (2)

 4.3
 years

 3.9
 years

 Percentage of new debt investment commitments
 at floating rates

 100.0
 %

 100.0
 %

 Percentage of new debt investment commitments
 at fixed rates

 0.0
 %

 0.0
 %

 Weighted average interest rate of new investment commitments (3)

 10.2
 %

 11.7
 %

 Weighted average interest
 rate on investment sold or paid down (4)

 10.1
 %

 11.9
 %

 (1)

 Does not include repayments
 on revolving loans, which may be redrawn.

 (2)

 For undrawn delayed draw
 term loans, the maturity date used is that of the associated term loan.

 (3)

 Based on the rate in effect
 at December 31 st of each year per our Consolidated Schedule of Investments for new commitments entered into during the
 year.

 (4)

 Based on the underlying
 rate if still held at December 31 st of each year. For those investments sold or paid down in full during the year, based
 on the rate in effect at the time of sale or paid down.

Internal Performance Ratings

 In
general, we employ a strategy designed to ensure early detection of potential issues at underlying borrowers, including monthly financial
reviews internal tracking memoranda, weekly "watch list" discussions and other like activities. We have designed a risk rating
system to aid in our portfolio management efforts where each investment is rated level 1-9, where Level 1 is the "least risky"
and Level 9 is the "most risky." This risk-rating system is quantitative in nature and aggregates criteria such as LTEV,
leverage levels and fixed charge coverage ratios ("FCCR") (each measured at point-in-time and as relates to levels at the
close of the investment).

 The
table below sets forth our fair value of debt investments and number of portfolio companies, including percentage of each total, that
are on watch list as of December 31, 2024 and December 31, 2023.

 As

 As

 Fair
 Value

 %

 Number
 of
 Companies

 %

 Fair
 Value

 %

 Number
 of
 Companies

 %

 $
 5.8

 2.2
 %

 2.9
 %

 $
 6.1

 3.4
 %

 3.9
 %

 We
use Global Industry Classification Standards (GICS), Level 3 – Industry, for classifying the industry groupings of our portfolio
companies. The table below describes long-term investments by industry composition based on fair value as of December 31, 2024 and 2023:

 2024

2023

 Trading companies & distributors

 20.9
 %

 21.4
 %

 Commercial services & supplies

 13.1
 %

 7.1
 %

 Health care providers & services

 12.3
 %

 9.5
 %

 12.2
 %

 13.1
 %

 Containers & packaging

 7.2
 %

 9.0
 %

 6.0
 %

 6.1
 %

 Leisure products

 4.2
 %

 3.5
 %

 Professional services

 4.1
 %

 4.9
 %

 Automobile components

 3.9
 %

 1.5
 %

 Personal care products

 3.0
 %

 -
 %

 Machinery

 2.8
 %

 1.7
 %

 Building products

 2.0
 %

 0.9
 %

 IT services

 1.8
 %

 5.4
 %

 Biotechnology

 1.7
 %

 2.3
 %

 Wireless telecommunication services

 1.3
 %

 1.9
 %

 Textiles, apparel & luxury goods

 1.0
 %

 1.5
 %

 Diversified telecommunication services

 1.0
 %

 2.1
 %

 Insurance

 0.9
 %

 1.4
 %

 Health care equipment & supplies

 0.6
 %

 0.9
 %

 Chemicals

 -
 %

 2.4
 %

 Software

 -
 %

 1.7
 %

 Capital markets

 -
 %

 1.7
 %

 100.0
 %

 100.0
 %

 Results
of Operations

 The
comparison for the years ended December 31, 2023 and 2022 can be found in " Item 7: Management's Discussion and Analysis
of Financial Condition and Results of Operations " in our Form 10-K for the fiscal year ended December 31, 2023.

 For
the years ended December 31, 2024 and 2023, our total investment income was derived from our portfolio of investments.

 The
following table represents the operating results for the years ended December 31, 2024 and 2023.

 For

 2024

 2023

 ($

 ($

 Total investment income

 $
 28.69

 $
 17.74

 Less: Net expenses

 (2.78
)

 (2.15
)

 Net investment income

 25.91

 15.59

 Net realized gains (losses) on investments

 -

 -

 Net change in unrealized
 gains (losses) on investments

 1.12

 1.06

 Net
 increase (decrease) in net assets resulting from operations

 $
 27.03

 $
 16.65

Income

income for the years ended December 31, 2024 and 2023 totaled $28.7 million and $17.7 million, respectively, and consisted primarily
of interest income on our debt investments. For the year ended December 31, 2024, we had $0.2 million of PIK interest included in interest
income. There was no PIK interest for the year ended December 31, 2023. As of December 31, 2024 and 2023, all debt investments were income
producing, and there were no loans on non-accrual status.

 Expenses

 Operating
expenses for the years ended December 31, 2024 and 2023, were as follows:

 For

 2024

 2023

 ($

 ($

 Interest and debt financing expenses

 $
 0.17

 $
 0.21

 Management fees

 1.67

 1.05

 Other operating expenses

 0.78

 0.74

 Deferred offering costs

 -

 -

 Directors fees

 0.16

 0.15

 Total
 expenses

 $
 2.78

 $
 2.15

 Net Unrealized
Gains (Losses) on Investments

 We
fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the years
ended December 31, 2024 and 2023, net unrealized gains (losses) on our investment portfolio were comprised of the following:

 For

 2024

 2023

 ($

 ($

 Unrealized gains on investments

 $
 2.72

 $
 2.09

 Unrealized (losses)
 on investments

 (1.60
)

 (1.03
)

 Net change in unrealized
 gains (losses) on investments

 $
 1.12

 $
 1.06

 For
these years ended December 31, 2024 and 2023, the top five largest contributors to the change in unrealized gains and change in unrealized
losses on investments are presented in the following tables.

 For the year
 ended

 2024

 ($

 Portfolio Company

 Pixel Intermediate, LLC

 $
 0.18

 WAM CR Acquisition, Inc. (Wolverine)

 0.17

 Energy Acquisition LP (Electrical Components
 International, Inc. - ECI)

 0.17

 MVP VIP Borrower, LLC

 0.14

 Envirotech Services, LLC

 0.13

 Other portfolio companies unrealized gains

 1.93

 Other portfolio companies unrealized (losses)

 (0.98
)

 Carton Packaging Buyer, Inc. (Century Box)

 (0.08
)

 Engineered Fastener Company, LLC (EFC International)

 (0.09
)

 Universal Marine Medical Supply International,
 LLC (Unimed)

 (0.09
)

 EIS Legacy, LLC

 (0.12
)

 Siegel Egg Co., LLC

 (0.24
)

 Total
 Unrealized Appreciation (Depreciation), net

 $
 1.12

 For the year
 ended

 2023

 ($

 Company

 Engineered
 Fastener Company, LLC (EFC International)

 $
 0.23

 Light
 Wave Dental Management LLC

 0.17

 Carton
 Packaging Buyer, Inc. (Century Box)

 0.15

 Vitesse
 Systems Parent, LLC

 0.15

 Krayden
 Holdings, Inc.

 0.13

 Other
 portfolio companies unrealized gains

 1.26

 Other
 portfolio companies unrealized (losses)

 (0.40
)

 Domain
 Information Services Inc. (Integris)

 (0.07
)

 American
 Soccer Company, Incorporated (SCORE)

 (0.08
)

 IF&P
 Foods, LLC (FreshEdge)

 (0.08
)

 Siegel
 Egg Co., LLC

 (0.16
)

 Centerline
 Communications, LLC

 (0.24
)

 Total
 Unrealized Appreciation (Depreciation), net

 $
 1.06

 Financial
Condition, Liquidity and Capital Resources

 Our
liquidity and capital resources are generated primarily from the net proceeds of any offering of our shares of common stock and from
cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. Our
primary use of cash will be investments in portfolio companies, payments of our expenses and payment of cash distributions to our stockholders.

 In
accordance with the 1940 Act, we are required to meet a coverage ratio of total assets (less total liabilities other than indebtedness)
to total borrowings and other senior securities (and any preferred stock that we may issue in the future) of at least 150%. If this ratio
declines below 150%, we cannot incur additional leverage and could be required to sell a portion of our investments to repay some leverage
when it is disadvantageous to do so. As of December 31, 2024 and December 31, 2023, respectively, we did not have any borrowings outstanding
under our subscription credit facility. We do not routinely use leverage, and there are many days when there are no borrowings
outstanding under our subscription credit facility.

 Over
the next twelve months, we expect that cash and cash equivalents, taken together with our available capacity under our credit facilities,
will be sufficient to conduct anticipated investment activities. Beyond twelve months, we expect that our cash and liquidity needs will
continue to be met by cash generated from our ongoing operations as well as financing activities.

 As of December 31, 2024, we did not have any borrowings
outstanding under our subscription credit facility and had cash and cash equivalents of $16.3 million (including short-term investments).
We do not routinely use leverage, and there are many days when there are no borrowings outstanding under our subscription credit facility.
As of February 21, 2025, we did not have any borrowings outstanding under our subscription credit facility and had cash and cash equivalents
of $8.7 million.

 Capital
Contributions

 During the years ended December 31, 2024 and 2023,
we issued and sold 14,209, and 12,364 shares of our common stock, respectively, related to capital called at an aggregate purchase price
of $75.0 million and $65.0 million, respectively. As of February 21, 2025, we had aggregate capital commitments of $353.5 million
and undrawn capital commitments from investors of $85.5 million ($268.0 million or 75.8% funded).

 Credit
Facility

 Subscription Credit Facility. We are party
to a senior secured revolving credit facility (the "Subscription Credit Facility") that has a total commitment of $25 million
and a maturity date of February 20, 2026. The Subscription Credit Facility permits us to borrow up to $25 million, subject to availability
under the borrowing base which is calculated based on the unused capital commitments of the investors meeting various eligibility requirements.
The interest rate on the Subscription Credit Facility is equal to SOFR plus an applicable spread of 2.25% per annum with no floor. We
are also required to pay a commitment fee of 0.25% per annum on any unused portion of the Subscription Credit Facility.

 Contractual
Obligations

 We
did not have any indebtedness outstanding under our Subscription Credit Facility as of December 31, 2024.

 Off-Balance
Sheet Arrangements

 As
of December 31, 2024 and 2023, we had an aggregate $31.8 million and $24.1 million, respectively, of unfunded commitments to provide
debt financing to our portfolio companies. Such commitments are generally subject to the satisfaction of certain financial and nonfinancial
covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in our financial statements. Other
than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any other off-balance
sheet financings or liabilities.

 Critical
Accounting Estimates

 The
preparation of our consolidated financial statements requires us 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. Our critical accounting policies, including those relating to the valuation of our
investment portfolio, are described below. The critical accounting policies should be read in conjunction with our risk factors in this
Annual Report. See Note 2 to our consolidated financial statements for the years ended December 31, 2024 and 2023, for more information
on our critical accounting policies.

Valuation

 Traded
Investments (Level 1 or Level 2)

for which market quotations are readily available will typically be valued at those market quotations. Traded investments such as corporate
bonds, preferred stock, bank notes, broadly syndicated loans or loan participations are valued by using the bid price provided by an
independent pricing service, by an independent broker, the agent bank, syndicate bank or principal market maker. When price quotes for
investments are not available, or such prices are stale or do not represent fair value in the judgment of our Advisor, fair market value
will be determined using our Advisor's valuation process for investments that are privately issued or otherwise restricted as to
resale.

 Infrequently,
we may also invest, to a lesser extent, in equity securities purchased in conjunction with debt investments. While we anticipate these
equity securities to be issued by privately held companies, we may hold equity securities that are publicly traded. Equity securities
listed on any exchange other than the NASDAQ Stock Market, Inc. ("NASDAQ") are valued, except as indicated below, at the
last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities
are valued at the mean of the most recent bid and ask prices on such day. Securities admitted to trade on the NASDAQ are valued at the
NASDAQ official closing price. Equity securities traded on more than one securities exchange are valued at the last sale price on the
business day as of which such value is being determined at the close of the exchange representing the principal market for such securities.
Equity securities traded in the over-the-counter market, but excluding securities admitted to trading on the NASDAQ, are valued
at the closing bid prices.

 Non-Traded Investments
(Level 3)

that are privately issued or otherwise restricted as to resale, as well as any security for which (a) reliable market quotations
are not available in the judgment of our Advisor, or (b) the independent pricing service or independent broker does not provide
prices or provides a price that in the judgment of our Advisor is stale or does not represent fair value, shall each be valued in a manner
that most fairly reflects fair value of the security on the valuation date. We expect that a significant majority of our investments
will be Level 3 investments. Unless otherwise determined by the Advisor, the following valuation process is used for our Level 3
investments:

 Valuation Designee.
 The applicable investments will be valued no less frequently than quarterly by the Advisor, with new investments valued at the time
 such investment was made. The value of each Level 3 investment will be initially reviewed by the persons responsible for such portfolio
 company or investment. The Advisor will use a standardized template designed to approximate fair market value based on observable
 market inputs, updated credit statistics and unobservable inputs to determine a preliminary value. The Advisor will specify the titles
 of the persons responsible for determining the fair value of the Company's investments, including by specifying the particular
 functions for which they are responsible, and will reasonably segregate fair value determinations from the portfolio management of
 the Company such that the portfolio manager(s) may not determine, or effectively determine by exerting substantial influence on,
 the fair values ascribed to portfolio investments.

 Valuation Firm.
 Quarterly, a third-party valuation firm engaged by the Advisor reviews the valuation methodologies and calculations employed for
 each of the Company's investments that the Advisor has placed on the "watch list" and approximately 25% of the
 Company's remaining investments. The third-party valuation firm will review and independently value all of the Level 3 investments
 at least once per year, on a rolling twelve-month basis. The quarterly report issued by the third-party valuation firm will provide
 positive assurance on the fair values of the investments reviewed.

 Oversight. The Board
 has appointed the Advisor as the valuation designee for the Company for purposes of making determinations of fair value as permitted
 by Rule 2a-5 under the 1940 Act. The Audit Committee shall aid the Board in overseeing the Advisor's fair valuation of securities
 that are not publicly traded or for which current market values are not readily available. The Audit Committee shall meet quarterly
 to review the fair value determinations, processes and written reports of the Advisor as part of the Board's oversight responsibilities.

 Refer
to Note 5 – Fair Value – for more information on the Company's valuation process.

 Revenue
Recognition

 We
record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual
PIK interest, which represents contractual interest accrued and added to the principal balance, we generally will not accrue PIK interest
for accounting purposes if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue
as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our ability to collect such
interest. OIDs, market discounts or premiums are accreted or amortized using the effective interest method as interest income. We record
prepayment premiums on loans and debt securities as interest income.

 Related
Party Transactions

 Investment Advisory Agreement. On December
16, 2021, we entered into the Investment Advisory Agreement with our Advisor. On February 19, 2025, the Board approved an additional one-year
term of the Investment Advisory Agreement from March 15, 2025 to March 15, 2026. Our Advisor serves as our investment advisor in accordance
with the terms of our Investment Advisory Agreement. Payments under our Investment Advisory Agreement in each reporting period will consist
of a management fee equal to a percentage of the fair market value of investments, including, in each case, assets purchased with borrowings
under credit facilities, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase.

 For services rendered under the Investment Advisory
Agreement, we pay a management fee quarterly in arrears to our Advisor based on the of the fair market value of our investments including,
in each case, assets purchased with borrowings under credit facilities, but excluding cash, U.S. government securities and commercial
paper instruments maturing within one year of purchase.

 Administration Agreement. On December 16,
2021, we entered into an Administration Agreement with our Advisor, which serves as our Administrator, pursuant to which the Administrator
furnishes us with administrative services necessary to conduct our day-to-day operations. On February 19, 2025, the Board approved
an additional one-year term of the Administration Agreement through March 15, 2026.

 The Administrator is reimbursed for administrative
expenses it incurs on our behalf in performing its obligations. As we reimburse the Administrator for its expenses, we will indirectly
bear such cost. The Administrator engaged Ultimus Fund Solutions, LLC under a sub-administration agreement to assist the Administrator
in performing certain of its administrative duties. The Administrator may enter into additional sub-administration agreements
with third-parties to perform other administrative and professional services on behalf of the Administrator.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We
are subject to financial market risks, including changes in interest rates. Interest rate sensitivity refers to the change in our earnings
that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment
income will be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can
be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

 Assuming
that the consolidated statement of assets and liabilities as of December 31, 2024 were to remain constant and that we took no actions
to alter our existing interest rate sensitivity, the following table shows the annualized impact ($ in millions) of hypothetical base
rate changes in interest rate (considering interest rate floors for floating rate instruments).

 Change
 in Interest Rates

 (Decrease) in

 Interest Income

 (Decrease) in

 Interest Expense

 Net
 Increase (Decrease) in Net Investment Income

 Down 200 basis points

 $
 (5.2
)

 $
 -

 $
 (5.2
)

 Down 100 basis points

 $
 (2.6
)

 $
 -

 $
 (2.6
)

 Up 100 basis points

 $
 2.6

 $
 -

 $
 2.6

 Up 200 basis points

 $
 5.2

 $
 -

 $
 5.2

 The
data in the table is based on the Company's current statement of assets and liabilities.

 We
may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject
to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also
limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest
rates.

 ITEM
8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 238)

 Consolidated Statement of Assets and Liabilities as of December 31, 2024 and 2023

 Consolidated Statement of Operations for the years ended December 31, 2024, 2023 and 2022

 Consolidated Statement of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022

 Consolidated Statement of Cash Flows for the years ended December 31, 2024, 2023 and 2022

 Consolidated Schedule of Investments as of December 31, 2024 and 2023

 F- 1

 Report of Independent
Registered Public Accounting Firm

 To the Board of Directors and Shareholders of Kayne DL 2021, Inc.

 Opinion
on the Financial Statements

 We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules
of investments, of Kayne DL 2021, Inc. and its subsidiary (the "Company") as of December 31, 2024 and 2023, and the related consolidated
statements of operations, of changes in net assets and of cash flows for each of the three years in the period ended December 31, 2024,
including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results
of its operations, changes in its net assets and its cash flows for each of the three years in the period ended December 31, 2024 in conformity
with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit of these
consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due
to error or fraud.

 Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/ PricewaterhouseCoopers LLP

 Los Angeles,
California

 March 3, 2025

 We have served as the auditor of one or more investment companies in Kayne Anderson Funds Family since 2004.

 F- 2

 Kayne

Statement of Assets and Liabilities

 2024

 2023

 Assets:

 Investments, at
 fair value:

 Long-term investments (amortized cost of $ 257,420 and $ 174,235)

 $

 $

 Short-term investments (amortized cost of $ 13,440 and $ 4,715)

 4,715

 Cash
 and cash equivalents

 2,899

 5,887

 Receivable
 for principal payments on investments

 receivable

 2,070

 1,563

 Prepaid
 expenses and other assets

 Total

 $
 280,428

 $
 189,819

 Liabilities:

 Unamortized
 Subscription Credit Facility issuance costs

 $
 ( 12
)

 $
 ( 11
)

 Distributions
 payable

 7,202

 4,659

 fee payable

 Accrued
 expenses and other liabilities

 Accrued
 excise tax expense

 -

 Total
 Liabilities

 $
 7,955

 $
 5,268

 Commitments
 and contingencies (Note 8)

 Net
 Assets:

 Common Shares, $ 0.001 par value; 100,000 shares authorized; 51,812 and 35,293 as of December 31, 2024 and December 31, 2023, respectively, issued and outstanding

 $
 -

 $
 -

 Additional
 paid-in capital

 268,243

 181,115

 Total
 distributable earnings (deficit)

 4,230

 3,436

 Total
 Net Assets

 $
 272,473

 $

 Total
 Liabilities and Net Assets

 $
 280,428

 $
 189,819

 Net
 Asset Value Per Common Share

 $
 5,259

 $
 5,229

 See

 F- 3

 Kayne

Statement of Operations

 For
 the years ended December 31,

 2024

 2023

 2022

 Income:

 Investment income
 from investments:

 income

 $
 28,189

 $
 17,404

 $
 4,338

 income

 -

 Total
 Investment Income

 28,690

 17,746

 4,338

 Expenses:

 expense

 fees

 1,673

 1,051

 Professional
 fees

 Directors
 fees

 costs

 -

 -

 Excise
 tax

 -

 -

 Other
 general and administrative expenses

 Total
 Expenses

 2,783

 2,153

 1,500

 Net
 Investment Income (Loss)

 25,907

 15,593

 2,838

 Realized
 and unrealized gains (losses) on investments

 Net
 realized gains (losses):

 -

 -

 Total
 net realized gains (losses)

 -

 -

 Net
 change in unrealized gains (losses):

 1,123

 1,061

 1,968

 Total
 net change in unrealized gains (losses)

 1,123

 1,061

 1,968

 Total
 realized and unrealized gains (losses)

 1,123

 1,061

 1,969

 Net
 Increase (Decrease) in Net Assets Resulting from Operations

 $

 $

 $
 4,807

 Per Common Share Data:

 Basic and diluted net investment income per common share

 $

 $

 $

 Basic
 and diluted net increase in net assets resulting from operations

 $

 $

 $

 Weighted
 Average Common Shares Outstanding - Basic and Diluted

 44,402

 27,779

 11,046

 See

 F- 4

 Kayne

Statement of Changes in Net Assets

 For
 the years ended December 31,

 2024

 2023

 2022

 (Decrease) in Net Assets Resulting from Operations:

 Net
 investment income (loss)

 $
 25,907

 $
 15,593

 $
 2,838

 Net
 realized gains (losses) on investments

 -

 -

 Net
 change in unrealized gains (losses) on investments

 1,123

 1,061

 1,968

 Net
 Increase (Decrease) in Net Assets Resulting from Operations

 4,807

 Decrease
 in Net Assets Resulting from Stockholder Dividends

 Dividends
 to stockholders

 ( 26,236
)

 ( 15,329
)

 ( 2,901
)

 Net
 Decrease in Net Assets Resulting from Stockholder Dividends

 ( 26,236
)

 ( 15,329
)

 ( 2,901
)

 in Net Assets Resulting from Capital Share Transactions

 Issuance
 of common shares

 75,000

 65,000

 60,000

 Reinvestment
 of dividends

 12,128

 12,318

 1,123

 Net
 Increase in Net Assets Resulting from Capital Share Transactions

 87,128

 77,318

 61,123

 Total
 Increase (Decrease) in Net Assets

 87,922

 78,643

 63,029

 Net
 Assets, Beginning of Period

 105,908

 42,879

 Net
 Assets, End of Period

 $
 272,473

 $

 $
 105,908

 See

 F- 5

 Kayne

Statement of Cash Flows

 For
 the years ended December 31,

 2024

 2023

 2022

 Cash
 Flows from Operating Activities:

 Net
 increase (decrease) in net assets resulting from operations

 $

 $

 $
 4,807

 Adjustments
 to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:

 Net
 realized (gains)/losses on investments

 -

 -

 ( 1
)

 Net
 change in unrealized (gains)/losses on investments

 ( 1,123
)

 ( 1,061
)

 ( 1,968
)

 Net
 accretion of discount on investments

 ( 1,667
)

 ( 1,073
)

 ( 216
)

 Sales
 (purchases) of short-term investments, net

 ( 8,725
)

 ( 4,715
)

 31,239

 Purchases
 of portfolio investments

 ( 121,494
)

 ( 88,027
)

 ( 95,709
)

 Proceeds
 from sales of investments and principal repayments

 40,135

 19,947

 2,343

 Paid-in-kind
 interest from portfolio investments

 ( 158
)

 -

 -

 Amortization
 of deferred financing cost

 in operating assets and liabilities:

 (Increase)/decrease
 in interest and dividends receivable

 ( 507
)

 ( 591
)

 ( 960
)

 (Increase)/decrease
 in deferred offering costs

 -

 -

 (Increase)/decrease
 in receivable for principal payments on investments

 ( 58
)

 ( 22
)

 (Increase)/decrease
 in prepaid expenses and other assets

 -

 ( 14
)

 in payable for investments purchased

 -

 ( 137
)

 in management fees payable

 in excise tax payable

 ( 14
)

 -

 in accrued organizational and offering costs, net

 -

 -

 ( 471
)

 in accrued other general and administrative expenses

 ( 16
)

 ( 138
)

 Net
 cash used in operating activities

 ( 66,345
)

 ( 58,897
)

 ( 60,166
)

 Cash
 Flows from Financing Activities:

 Borrowings/(payments)
 on subscription credit facility, net

 -

 ( 750
)

 Payments
 of debt issuance costs

 ( 78
)

 ( 61
)

 ( 125
)

 Dividends
 paid in cash

 ( 11,565
)

 ( 120
)

 ( 10
)

 Proceeds
 from issuance of common shares

 75,000

 65,000

 60,000

 Net
 cash provided by financing activities

 63,357

 64,069

 60,615

 Net
 increase (decrease) in cash and cash equivalents

 ( 2,988
)

 5,172

 Cash
 and cash equivalents, beginning of period

 5,887

 Cash
 and cash equivalents, end of period

 $
 2,899

 $
 5,887

 $

 Supplemental
 and Non-Cash Information:

 paid during the period

 $

 $

 $

 Non-cash
 financing activities not included herein consisted of reinvestment of dividends

 $
 12,128

 $
 12,318

 $
 1,123

 See

 F- 6

 Kayne

 As

 Date

 Par

 Fair
 Value

 Debt Investments

 Basel U.S. Acquisition Co., Inc. (IAC)

 (5)

 9.94
 %

 5.50
 %

 -

 $
 -

 $
 -

 $
 -

 0.0
 %

 9.94
 %

 5.50
 %

 -

 4,509

 4,420

 4,573

 1.7
 %

 9.94
 %

 5.50
 %

 -

 0.2
 %

 9.94
 %

 5.50
 %

 -

 7/8/2026

 -

 -

 -

 0.0
 %

 Fastener Distribution Holdings, LLC

 9.31
 %

 4.75
 %

 -

 11/4/2031

 3,793

 3,755

 3,793

 1.4
 %

 Vitesse Systems Parent, LLC

 11.47
 %

 7.00
 %

 -

 12/22/2028

 5,897

 5,774

 5,882

 2.1
 %

 11.56
 %

 7.00
 %

 -

 12/22/2028

 0.3
 %

 15,584

 15,308

 15,640

 5.7
 %

 Automobile components

 Speedstar Holding LLC

 10.59
 %

 6.00
 %

 -

 7/22/2027

 1,020

 1,008

 1,025

 0.4
 %

 10.59
 %

 6.00
 %

 -

 7/22/2027

 0.0
 %

 Vehicle Accessories, Inc.

 9.72
 %

 5.25
 %

 -

 3,827

 3,788

 3,827

 1.4
 %

 9.72
 %

 5.25
 %

 -

 -

 -

 -

 0.0
 %

 WAM CR Acquisition, Inc. (Wolverine)

 10.58
 %

 6.25
 %

 -

 7/23/2029

 5,079

 4,983

 5,155

 1.9
 %

 10,037

 9,889

 10,119

 3.7
 %

 Biotechnology

 Alcami Corporation (Alcami)

 11.55
 %

 7.00
 %

 -

 0.1
 %

 11.44
 %

 7.00
 %

 -

 0.0
 %

 11.66
 %

 7.00
 %

 -

 4,027

 3,924

 4,068

 1.5
 %

 4,364

 4,248

 4,409

 1.6
 %

 F- 7

 Kayne

 As

 Rate

 Date

 Par

 Fair
 Value

 Building products

 Ruff Roofers Buyer, LLC

 9.86
 %

 5.50
 %

 -

 11/17/2029

 1,603

 1,561

 1,603

 0.6
 %

 10.11
 %

 5.75
 %

 -

 -

 -

 -

 0.0
 %

 10.11
 %

 5.75
 %

 -

 0.3
 %

 10.11
 %

 5.50
 %

 -

 -

 -

 -

 0.0
 %

 US Anchors Group, Inc. (Mechanical Plastics Corp.)

 9.33
 %

 5.00
 %

 -

 7/15/2029

 2,897

 2,834

 2,897

 1.1
 %

 9.33
 %

 5.00
 %

 -

 7/15/2029

 -

 -

 -

 0.0
 %

 5,360

 5,236

 5,360

 2.0
 %

 Commercial services & supplies

 Advanced Environmental Monitoring, Inc.

 10.41
 %

 5.75
 %

 -

 1/29/2027

 3,000

 2,974

 3,000

 1.1
 %

 Allentown, LLC

 11.66
 %

 6.00
 %

 1.00
 %

 2,253

 2,221

 2,174

 0.8
 %

 11.66
 %

 6.00
 %

 1.00
 %

 0.2
 %

 12.50
 %

 5.00
 %

 -

 PRIME

 0.0
 %

 American Equipment Holdings LLC

 10.45
 %

 6.00
 %

 -

 0.1
 %

 10.50
 %

 6.00
 %

 -

 0.2
 %

 10.47
 %

 6.00
 %

 -

 4,920

 4,872

 4,920

 1.8
 %

 10.47
 %

 6.00
 %

 -

 0.1
 %

 Bloomington Holdco, LLC (BW Fusion)

 10.05
 %

 5.50
 %

 -

 5/1/2030

 3,948

 3,871

 3,948

 1.4
 %

 10.05
 %

 5.50
 %

 -

 5/1/2030

 0.2
 %

 F- 8

 Kayne

 As

 Date

 Par

 Fair
 Value

 BLP Buyer, Inc. (Bishop Lifting Products)

 10.34
 %

 6.00
 %

 -

 4,909

 4,827

 4,946

 1.8
 %

 10.34
 %

 6.00
 %

 -

 0.1
 %

 10.34
 %

 6.00
 %

 -

 0.2
 %

 10.34
 %

 6.00
 %

 -

 0.1
 %

 Connect America.com, LLC

 9.83
 %

 5.50
 %

 -

 10/11/2029

 4,901

 4,830

 4,901

 1.8
 %

 Diverzify Intermediate LLC

 10.53
 %

 5.75
 %

 -

 5/11/2027

 1,550

 1,515

 1,531

 0.6
 %

 10.53
 %

 5.75
 %

 -

 4/4/2026

 -

 -

 -

 0.0
 %

 Superior Intermediate LLC (Landmark Structures)

 10.35
 %

 6.00
 %

 -

 3,439

 3,346

 3,439

 1.3
 %

 10.35
 %

 6.00
 %

 -

 -

 -

 0.0
 %

 10.35
 %

 6.00
 %

 -

 -

 -

 -

 0.0
 %

 Tapco Buyer LLC

 9.52
 %

 5.00
 %

 -

 11/15/2030

 2,074

 2,043

 2,074

 0.8
 %

 9.34
 %

 5.00
 %

 -

 11/15/2030

 0.0
 %

 9.34
 %

 5.00
 %

 -

 11/15/2030

 -

 -

 -

 0.0
 %

 34,327

 33,707

 34,254

 12.6
 %

 Containers & packaging

 Carton Packaging Buyer, Inc. (Century Box)

 10.84
 %

 6.25
 %

 -

 10/30/2028

 5,390

 5,264

 5,336

 2.0
 %

 10.84
 %

 6.25
 %

 -

 10/30/2028

 -

 -

 -

 0.0
 %

 Drew Foam Companies, Inc.

 10.78
 %

 6.00
 %

 -

 12/5/2026

 2,831

 2,806

 2,831

 1.0
 %

 FCA, LLC (FCA Packaging)

 10.13
 %

 5.00
 %

 -

 2,012

 1,994

 2,012

 0.8
 %

 10.11
 %

 5.75
 %

 -

 0.1
 %

 F- 9

 Kayne

 As

 Date

 Par

 Fair
 Value

 10.13
 %

 5.75
 %

 -

 -

 -

 -

 0.0
 %

 Innopak Industries, Inc.

 10.75
 %

 6.25
 %

 -

 3/5/2027

 3,064

 3,015

 3,064

 1.1
 %

 10.75
 %

 6.25
 %

 -

 3/5/2027

 2,507

 2,467

 2,507

 0.9
 %

 The Robinette Company

 10.52
 %

 6.00
 %

 -

 5/10/2029

 2,186

 2,147

 2,230

 0.8
 %

 10.52
 %

 6.00
 %

 -

 5/10/2029

 0.2
 %

 10.52
 %

 6.00
 %

 -

 11/10/2025

 -

 -

 -

 0.0
 %

 18,792

 18,468

 18,798

 6.9
 %

 Diversified telecommunication services

 Network Connex (f/k/a NTI Connect, LLC)

 9.48
 %

 5.00
 %

 -

 1/31/2026

 2,564

 2,528

 2,564

 0.9
 %

 BR PJK Produce, LLC (Keany)

 10.99
 %

 6.25
 %

 -

 4,688

 4,620

 4,688

 1.7
 %

 10.99
 %

 6.25
 %

 -

 0.3
 %

 10.99
 %

 6.25
 %

 -

 0.3
 %

 10.99
 %

 6.25
 %

 -

 0.1
 %

 CCFF Buyer, LLC (California Custom Fruits & Flavors, LLC)

 9.77
 %

 5.25
 %

 -

 2/26/2030

 2,630

 2,572

 2,630

 1.0
 %

 9.77
 %

 5.25
 %

 -

 2/26/2030

 1,500

 1,442

 1,500

 0.6
 %

 9.77
 %

 5.00
 %

 -

 2/26/2030

 -

 -

 -

 0.0
 %

 City Line Distributors, LLC

 10.47
 %

 6.00
 %

 -

 1,855

 1,819

 1,874

 0.7
 %

 10.51
 %

 6.00
 %

 -

 0.3
 %

 10.51
 %

 6.00
 %

 -

 -

 -

 -

 0.0
 %

 F- 10

 Kayne

 As

 Date

 Par

 Fair
 Value

 Gulf Pacific Holdings, LLC

 10.46
 %

 6.00
 %

 -

 1,712

 1,691

 1,678

 0.6
 %

 10.55
 %

 6.00
 %

 -

 0.1
 %

 10.46
 %

 6.00
 %

 -

 0.1
 %

 IF&P Foods, LLC (FreshEdge)

 10.05
 %

 5.63
 %

 -

 3,853

 3,787

 3,853

 1.4
 %

 10.43
 %

 6.00
 %

 -

 0.0
 %

 10.05
 %

 5.63
 %

 -

 0.0
 %

 10.05
 %

 5.63
 %

 -

 0.2
 %

 10.05
 %

 5.63
 %

 -

 0.1
 %

 J&K Ingredients, LLC

 10.83
 %

 6.50
 %

 -

 11/16/2028

 2,896

 2,837

 2,925

 1.1
 %

 ML Buyer, LLC (Mama Lycha Foods, LLC)

 9.68
 %

 5.25
 %

 -

 9/9/2029

 2,545

 2,481

 2,545

 0.9
 %

 9.68
 %

 5.25
 %

 -

 9/9/2029

 -

 -

 -

 0.0
 %

 Siegel Egg Co., LLC

 13.19
 %

 6.50
 %

 2.00
 %

 12/29/2026

 2,329

 2,312

 2,003

 0.7
 %

 13.19
 %

 6.50
 %

 2.00
 %

 12/29/2026

 0.1
 %

 Worldwide Produce Acquisition, LLC

 11.00
 %

 6.75
 %

 -

 0.2
 %

 11.00
 %

 6.75
 %

 -

 0.2
 %

 11.00
 %

 6.75
 %

 -

 -

 -

 -

 0.0
 %

 11.00
 %

 6.75
 %

 -

 2,831

 2,769

 2,774

 1.0
 %

 32,348

 31,714

 31,897

 11.7
 %

 F- 11

 Kayne

 As

 Date

 Par

 Fair
 Value

 Health care providers & services

 Brightview, LLC

 10.47
 %

 6.00
 %

 -

 2,145

 2,140

 2,124

 0.8
 %

 10.47
 %

 6.00
 %

 -

 0.1
 %

 10.34
 %

 6.00
 %

 -

 0.0
 %

 Guardian Dentistry Partners, LLC

 9.72
 %

 5.25
 %

 -

 8/20/2027

 0.3
 %

 9.72
 %

 5.25
 %

 -

 8/20/2027

 1,415

 1,399

 1,415

 0.5
 %

 9.72
 %

 5.25
 %

 -

 8/20/2027

 -

 -

 -

 0.0
 %

 Guided Practice Solutions: Dental, LLC (GPS)

 10.72
 %

 6.25
 %

 -

 11/24/2026

 3,818

 3,753

 3,818

 1.4
 %

 10.72
 %

 6.25
 %

 -

 11/24/2026

 0.3
 %

 10.72
 %

 6.25
 %

 -

 11/24/2026

 1,567

 1,551

 1,567

 0.6
 %

 Light Wave Dental Management LLC

 9.82
 %

 5.50
 %

 -

 -

 -

 -

 0.0
 %

 9.82
 %

 5.50
 %

 -

 6,083

 5,925

 6,083

 2.2
 %

 9.82
 %

 5.50
 %

 -

 0.0
 %

 MVP VIP Borrower, LLC

 10.83
 %

 6.50
 %

 -

 1/3/2029

 4,014

 3,930

 4,054

 1.5
 %

 10.83
 %

 6.50
 %

 -

 1/3/2029

 0.1
 %

 NMA Holdings, LLC (Neuromonitoring Associates)

 9.60
 %

 5.25
 %

 -

 12/18/2030

 3,172

 3,099

 3,172

 1.2
 %

 9.60
 %

 5.25
 %

 -

 12/18/2030

 -

 -

 -

 0.0
 %

 9.60
 %

 5.25
 %

 -

 12/18/2030

 -

 -

 -

 0.0
 %

 F- 12

 Kayne

 As

 Date

 Par

 Fair
 Value

 Redwood MSO, LLC (Smile Partners)

 9.60
 %

 5.25
 %

 -

 12/20/2029

 2,403

 2,348

 2,403

 0.9
 %

 9.60
 %

 5.25
 %

 -

 12/20/2029

 -

 -

 -

 0.0
 %

 11.75
 %

 4.25
 %

 -

 PRIME

 12/20/2029

 -

 -

 -

 0.0
 %

 Refocus Management Services, LLC

 10.75
 %

 6.00
 %

 -

 2/14/2029

 3,566

 3,471

 3,566

 1.3
 %

 10.75
 %

 6.00
 %

 -

 2/14/2029

 0.2
 %

 10.75
 %

 6.00
 %

 -

 2/14/2029

 -

 -

 -

 0.0
 %

 Salt Dental Collective, LLC

 11.21
 %

 6.75
 %

 -

 2/15/2028

 0.4
 %

 32,215

 31,588

 32,233

 11.8
 %

 Health care equipment & supplies

 LSL Industries, LLC (LSL Healthcare)

 11.78
 %

 7.00
 %

 -

 1,636

 1,597

 1,599

 0.6
 %

 11.78
 %

 7.00
 %

 -

 -

 -

 -

 0.0
 %

 11.78
 %

 7.00
 %

 -

 -

 -

 -

 0.0
 %

 1,636

 1,597

 1,599

 0.6
 %

 Insurance

 Allcat Claims Service, LLC

 10.46
 %

 6.00
 %

 -

 0.2
 %

 10.46
 %

 6.00
 %

 -

 1,833

 1,792

 1,833

 0.7
 %

 10.46
 %

 6.00
 %

 -

 -

 -

 -

 0.0
 %

 2,488

 2,427

 2,488

 0.9
 %

 F- 13

 Kayne

 As

 Date

 Par

 Fair
 Value

 IT services

 Improving Acquisition LLC

 11.00
 %

 6.50
 %

 -

 7/26/2027

 4,879

 4,809

 4,879

 1.8
 %

 11.00
 %

 6.50
 %

 -

 7/26/2027

 -

 -

 -

 0.0
 %

 4,879

 4,809

 4,879

 1.8
 %

 Leisure products

 MacNeill Pride Group Corp.

 11.84
 %

 6.75
 %

 0.50
 %

 4/22/2026

 0.4
 %

 11.34
 %

 6.75
 %

 -

 4/22/2026

 0.0
 %

 Pixel Intermediate, LLC

 (5)

 10.92
 %

 6.50
 %

 -

 2/1/2029

 4,056

 3,968

 4,097

 1.5
 %

 10.83
 %

 6.50
 %

 -

 2/1/2029

 1,368

 1,333

 1,382

 0.5
 %

 Spinrite, Inc.

 (5)

 9.83
 %

 5.50
 %

 -

 6/30/2025

 0.1
 %

 9.83
 %

 5.50
 %

 -

 6/30/2025

 0.2
 %

 9.83
 %

 5.50
 %

 -

 6/30/2025

 0.2
 %

 VENUplus, Inc. (f/k/a CTM Group, Inc.)

 12.16
 %

 4.75
 %

 2.75
 %

 3,031

 2,973

 2,985

 1.1
 %

 10,885

 10,687

 10,889

 4.0
 %

 Machinery

 MRC Keystone Acquisition LLC (Automated Handing Solutions)

 10.85
 %

 6.50
 %

 -

 2,848

 2,775

 2,848

 1.0
 %

 10.85
 %

 6.50
 %

 -

 -

 -

 -

 0.0
 %

 Luxium Solutions, LLC

 10.58
 %

 6.25
 %

 -

 12/1/2027

 0.4
 %

 10.58
 %

 6.25
 %

 -

 12/1/2027

 1,181

 1,166

 1,181

 0.4
 %

 10.58
 %

 6.25
 %

 -

 12/1/2027

 0.1
 %

 PVI Holdings, Inc

 9.68
 %

 4.94
 %

 -

 1/18/2028

 2,027

 2,008

 2,027

 0.8
 %

 7,325

 7,203

 7,325

 2.7
 %

 F- 14

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 As

 Date

 Par

 Fair
 Value

 Personal care products

 Phoenix YW Buyer, Inc. (Elida Beauty)

 9.33
 %

 5.00
 %

 -

 5/31/2030

 2,493

 2,434

 2,493

 0.9
 %

 9.33
 %

 5.00
 %

 -

 5/31/2030

 -

 -

 -

 0.0
 %

 Silk Holdings III Corp. (Suave)

 9.83
 %

 5.50
 %

 -

 5/1/2029

 5,370

 5,284

 5,370

 2.0
 %

 7,863

 7,718

 7,863

 2.9
 %

 Professional services

 DISA Holdings Corp. (DISA)

 9.50
 %

 5.00
 %

 -

 1,273

 1,251

 1,273

 0.5
 %

 9.40
 %

 5.00
 %

 -

 0.0
 %

 9.40
 %

 5.00
 %

 -

 -

 -

 -

 0.0
 %

 9.50
 %

 5.00
 %

 -

 0.1
 %

 9.50
 %

 5.00
 %

 -

 3,360

 3,294

 3,360

 1.2
 %

 Envirotech Services, LLC

 10.34
 %

 6.00
 %

 -

 5,783

 5,650

 5,783

 2.1
 %

 10.35
 %

 6.00
 %

 -

 0.0
 %

 10.34
 %

 6.00
 %

 -

 -

 -

 -

 0.0
 %

 10,681

 10,450

 10,681

 3.9
 %

 Textiles, apparel & luxury goods

 American Soccer Company, Incorporated (SCORE)

 14.73
 %

 7.25
 %

 3.00
 %

 7/20/2027

 2,383

 2,304

 2,383

 0.9
 %

 14.73
 %

 7.25
 %

 3.00
 %

 7/20/2027

 0.1
 %

 2,566

 2,474

 2,566

 1.0
 %

 F- 15

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 As

 Date

 Par

 Fair
 Value

 Trading companies & distributors

 AIDC Intermediate Co 2, LLC (Peak Technologies)

 9.59
 %

 5.25
 %

 -

 7/22/2027

 2,937

 2,870

 2,923

 1.1
 %

 TL Alpine Holding Corp. (Air Distribution Technologies Inc.)

 10.55
 %

 6.00
 %

 -

 8/1/2030

 3,949

 3,874

 3,989

 1.5
 %

 BCDI Meteor Acquisition, LLC (Meteor)

 11.43
 %

 7.00
 %

 -

 6/29/2028

 4,913

 4,827

 4,913

 1.8
 %

 11.43
 %

 7.00
 %

 -

 6/29/2028

 0.1
 %

 CGI Automated Manufacturing, LLC

 11.59
 %

 7.00
 %

 -

 1,448

 1,421

 1,448

 0.5
 %

 11.59
 %

 7.00
 %

 -

 -

 -

 -

 0.0
 %

 11.59
 %

 7.00
 %

 -

 1,210

 1,186

 1,210

 0.4
 %

 11.59
 %

 7.00
 %

 -

 0.0
 %

 Dusk Acquisition II Corporation (Motors & Armatures, Inc. – MARS)

 10.33
 %

 6.00
 %

 -

 7/12/2029

 5,301

 5,202

 5,301

 2.0
 %

 10.33
 %

 6.00
 %

 -

 7/12/2029

 1,686

 1,653

 1,686

 0.6
 %

 Energy Acquisition LP (Electrical Components International, Inc. - ECI)

 11.28
 %

 6.50
 %

 -

 5/10/2029

 5,105

 5,011

 5,181

 1.9
 %

 11.28
 %

 6.50
 %

 -

 5/11/2026

 -

 -

 -

 0.0
 %

 Engineered Fastener Company, LLC (EFC International)

 10.98
 %

 6.50
 %

 -

 11/1/2027

 6,878

 6,766

 6,908

 2.5
 %

 F- 16

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 As

 Date

 Par

 Fair
 Value

 Genuine Cable Group, LLC

 10.21
 %

 5.75
 %

 -

 11/1/2026

 4,888

 4,806

 4,875

 1.8
 %

 10.21
 %

 5.75
 %

 -

 11/1/2026

 1,970

 1,938

 1,965

 0.7
 %

 I.D. Images Acquisition, LLC

 10.11
 %

 5.75
 %

 -

 7/30/2027

 2,911

 2,880

 2,911

 1.1
 %

 10.11
 %

 5.75
 %

 -

 7/30/2027

 0.3
 %

 Krayden Holdings, Inc.

 9.11
 %

 4.75
 %

 -

 -

 -

 -

 0.0
 %

 9.11
 %

 4.75
 %

 -

 -

 -

 -

 0.0
 %

 9.11
 %

 4.75
 %

 -

 3,132

 3,036

 3,132

 1.2
 %

 OAO Acquisitions, Inc. (BearCom)

 9.98
 %

 5.50
 %

 -

 4,403

 4,345

 4,403

 1.6
 %

 9.87
 %

 5.50
 %

 -

 0.1
 %

 9.87
 %

 5.50
 %

 -

 12/27/2025

 0.3
 %

 9.87
 %

 5.50
 %

 -

 -

 -

 -

 0.0
 %

 Workholding US Holdings, LLC (Forkardt Hardinge)

 10.13
 %

 5.50
 %

 -

 10/23/2029

 1,680

 1,641

 1,680

 0.6
 %

 10.09
 %

 5.50
 %

 -

 10/23/2029

 0.0
 %

 54,706

 53,687

 54,820

 20.1
 %

 F- 17

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 Value

 Wireless telecommunication services

 Centerline Communications, LLC

 12.12
 %

 6.00
 %

 1.50
 %

 0.1
 %

 12.12
 %

 6.00
 %

 1.50
 %

 2,975

 2,934

 2,737

 1.0
 %

 12.16
 %

 6.00
 %

 1.50
 %

 0.2
 %

 3,741

 3,682

 3,449

 1.3
 %

 Total Debt Investments

 262,361

 257,420

 96.1
 %

 Number

 of

 Fair

 Shares

 Cost

 Value

 of
 Net

 Short-Term

 Morgan Stanley Institutional Liquidity Fund, Institutional Class, 4.24 %

 (6)

 13,439,729

 4.9
 %

 Total
 Short-Term Investments

 13,439,729

 4.9
 %

 Total

 $
 270,860

 $
 275,273

 101.0
 %

 -

 Liabilities
 in Excess of Other Assets

 ( 2,800
)

 ( 1.0
)%

 Net

 $
 272,473

 100.0
 %

 (1)
 As of December 31, 2024, all investments are Level 3 holdings. See Note 5 – Fair Value. As of such date, all investments are also non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company's outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

 (2)
 Unless otherwise noted, all loans contain a variable rate structure, that may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate ("SOFR") (which can include one-(M), three-(Q) or six-month (S) SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate).

 (3)
 The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

 (4)
 As of December 31, 2024, the tax cost of the Company's investments approximates their amortized cost.

 (5)
 Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company's total assets. As of December 31, 2024, 4.3% of the Company's total assets were in non-qualifying investments.

 (6)
 The indicated rate is the yield as of December 31, 2024.

 See

 F- 18

 Kayne

 As

 Date

 Par

 Fair
 Value

 Debt Investments

 Private Credit Investments (4)

 Basel U.S. Acquisition Co., Inc. (IAC)

 (5)

 11.51 % (S + 6.00 %)

 $
 -

 $
 -

 $
 -

 0.0
 %

 11.51 % (S + 6.00 %)

 4,555

 4,449

 4,600

 2.5
 %

 Precinmac (US) Holdings, Inc.

 11.46 % (S + 6.00 %)

 8/31/2027

 0.2
 %

 Vitesse Systems Parent, LLC

 12.63 % (S + 7.00 %)

 12/22/2028

 5,957

 5,808

 5,957

 3.2
 %

 10,793

 10,533

 10,834

 5.9
 %

 Automobile components

 Speedstar Holding LLC

 12.78 % (S + 7.25 %)

 1/22/2027

 0.1
 %

 12.78 % (S + 7.25 %)

 1/22/2027

 0.4
 %

 Vehicle Accessories, Inc.

 10.72 % (S + 5.25 %)

 1,697

 1,678

 1,697

 0.9
 %

 2,673

 2,630

 2,667

 1.4
 %

 Biotechnology

 Alcami Corporation (Alcami)

 12.46 % (S + 7.00 %)

 6/30/2024

 -

 -

 -

 0.0
 %

 12.46 % (S + 7.00 %)

 -

 -

 -

 0.0
 %

 12.46 % (S + 7.00 %)

 4,068

 3,919

 4,150

 2.2
 %

 4,068

 3,919

 4,150

 2.2
 %

 Building Products

 Ruff Roofers Buyer, LLC

 11.08 % (S + 5.75 %)

 1,619

 1,557

 1,619

 0.9
 %

 11.08 % (S + 5.75 %)

 -

 -

 -

 0.0
 %

 11.08 % (S + 5.75 %)

 11/17/2024

 -

 -

 -

 0.0
 %

 11.08 % (S + 5.75 %)

 11/17/2025

 -

 -

 -

 0.0
 %

 1,619

 1,557

 1,619

 0.9
 %

 F- 19

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 As

 Date

 Par

 Fair
 Value

 Capital Markets

 Atria Wealth Solutions, Inc.

 11.97 % (S + 6.50 %)

 5/31/2024

 2,990

 2,981

 2,990

 1.6
 %

 Chemicals

 Shrieve Chemical Company, LLC

 11.82 % (S + 6.38 %)

 12/2/2024

 3,623

 3,600

 3,623

 2.0
 %

 11.82 % (S + 6.38 %)

 12/2/2024

 0.3
 %

 4,225

 4,192

 4,225

 2.3
 %

 Commercial services & supplies

 Allentown, LLC

 11.46 % (S + 6.00 %)

 2,254

 2,238

 2,254

 1.2
 %

 11.46 % (S + 6.00 %)

 0.3
 %

 13.50 % (P + 5.00 %)

 0.0
 %

 American Equipment Holdings LLC

 11.74 % (S + 6.00 %)

 4,970

 4,894

 4,945

 2.7
 %

 BLP Buyer, Inc. (Bishop Lifting Products)

 11.11 % (S + 5.75 %)

 4,933

 4,835

 4,933

 2.7
 %

 11.11 % (S + 5.75 %)

 12/22/2025

 -

 -

 -

 0.0
 %

 11.11 % (S + 5.75 %)

 0.0
 %

 12,686

 12,469

 12,661

 6.9
 %

 Containers & packaging

 Carton Packaging Buyer, Inc. (Century Box)

 11.39 % (S + 6.00 %)

 10/30/2028

 5,445

 5,292

 5,444

 3.0
 %

 11.39 % (S + 6.00 %)

 10/30/2028

 -

 -

 -

 0.0
 %

 Drew Foam Companies, Inc.

 12.80 % (S + 7.25 %)

 11/5/2025

 2,861

 2,834

 2,840

 1.5
 %

 FCA, LLC (FCA Packaging)

 11.90 % (S + 6.50 %)

 2,012

 1,985

 2,053

 1.1
 %

 11.90 % (S + 6.50 %)

 -

 -

 -

 0.0
 %

 Innopak Industries, Inc.

 11.70 % (S + 6.25 %)

 3/5/2027

 5,627

 5,505

 5,627

 3.0
 %

 15,945

 15,616

 15,964

 8.6
 %

 Diversified telecommunication services

 Network Connex (f/k/a NTI Connect, LLC)

 10.95 % (S + 5.50 %)

 1/31/2026

 3,750

 3,677

 3,750

 2.0
 %

 See

 F- 20

 Kayne

 As

 Date

 Par

 Fair
 Value

 BR PJK Produce, LLC (Keany)

 11.50 % (S + 6.00 %)

 4,724

 4,631

 4,724

 2.6
 %

 11.46 % (S + 6.00 %)

 0.3
 %

 Gulf Pacific Holdings, LLC

 11.25 % (S + 5.75 %)

 1,730

 1,702

 1,721

 0.9
 %

 11.38 % (S + 5.75 %)

 0.1
 %

 11.28 % (S + 5.75 %)

 0.1
 %

 City Line Distributors, LLC

 1,874

 1,807

 1,874

 1.0
 %

 3/3/2025

 -

 -

 -

 0.0
 %

 -

 -

 -

 0.0
 %

 IF&P Foods, LLC (FreshEdge)

 11.07 % (S + 5.63 %)

 10/3/2028

 3,892

 3,811

 3,843

 2.1
 %

 11.48 % (S + 6.00 %)

 10/3/2028

 0.1
 %

 11.07 % (S + 5.63 %)

 10/3/2028

 0.3
 %

 10.91 % (S + 5.63 %)

 10/3/2028

 0.1
 %

 J&K Ingredients, LLC

 11.63 % (S + 6.25 %)

 11/16/2028

 2,926

 2,854

 2,926

 1.6
 %

 Siegel Egg Co., LLC

 11.99 % (S + 6.50 %)

 12/29/2026

 2,459

 2,430

 2,323

 1.3
 %

 11.99 % (S + 6.50 %)

 12/29/2026

 0.2
 %

 Worldwide Produce Acquisition, LLC

 11.60 % (S + 6.25 %)

 0.3
 %

 11.60 % (S + 6.25 %)

 4/18/2024

 -

 -

 -

 0.0
 %

 11.60 % (S + 6.25 %)

 0.1
 %

 11.60 % (S + 6.25 %)

 2,860

 2,785

 2,831

 1.5
 %

 23,492

 22,932

 23,226

 12.6
 %

 Health care providers & services

 Brightview, LLC

 2,167

 2,165

 2,130

 1.2
 %

 See accompanying
notes to consolidated financial statements.

 F- 21

 Kayne

 As

 Date

 Par

 Fair
 Value

 0.2
 %

 0.1
 %

 Guardian Dentistry Partners

 11.97 % (S + 6.50 %)

 8/20/2026

 1,002

 1,002

 0.5
 %

 11.97 % (S + 6.50 %)

 8/20/2026

 1,951

 1,930

 1,951

 1.1
 %

 Guided Practice Solutions: Dental, LLC (GPS)

 11.72 % (S + 6.25 %)

 12/29/2025

 1,484

 1,388

 1,484

 0.8
 %

 Light Wave Dental Management LLC

 12.35 % (S + 7.00 %)

 0.3
 %

 12.35 % (S + 7.00 %)

 6,145

 5,983

 6,145

 3.3
 %

 SGA Dental Partners Holdings, LLC

 11.67 % (S + 6.00 %)

 12/30/2026

 1,419

 1,402

 1,419

 0.8
 %

 11.61 % (S + 6.00 %)

 12/30/2026

 0.2
 %

 11.67 % (S + 6.00 %)

 12/30/2026

 1,323

 1,282

 1,323

 0.7
 %

 11.67 % (S + 6.00 %)

 4/19/2024

 -

 -

 -

 0.0
 %

 11.67 % (S + 6.00 %)

 12/30/2026

 -

 -

 -

 0.0
 %

 16,965

 16,577

 16,921

 9.2
 %

 Health care equipment & supplies

 LSL Industries, LLC (LSL Healthcare)

 12.15 % (S + 6.50 %)

 1,674

 1,621

 1,657

 0.9
 %

 12.15 % (S + 6.50 %)

 11/3/2024

 -

 -

 -

 0.0
 %

 12.15 % (S + 6.50 %)

 -

 -

 -

 0.0
 %

 1,674

 1,621

 1,657

 0.9
 %

 Insurance

 Allcat Claims Service, LLC

 11.53 % (S + 6.00 %)

 0.4
 %

 11.53 % (S + 6.00 %)

 1,852

 1,824

 1,852

 1.0
 %

 11.53 % (S + 6.00 %)

 -

 -

 -

 0.0
 %

 2,513

 2,471

 2,513

 1.4
 %

 IT services

 Domain Information Services Inc. (Integris)

 11.29 % (S + 5.75 %)

 9/30/2025

 4,954

 4,878

 4,930

 2.7
 %

 Improving Acquisition LLC

 12.22 % (S + 6.50 %)

 7/26/2027

 4,589

 4,512

 4,566

 2.5
 %

 12.22 % (S + 6.50 %)

 7/26/2027

 -

 -

 -

 0.0
 %

 9,543

 9,390

 9,496

 5.2
 %

 See

 F- 22

 Kayne

 As

 Date

 Par

 Fair
 Value

 Leisure products

 BCI Burke Holding Corp.

 11.11 % (S + 5.50 %)

 12/14/2027

 2,038

 2,015

 2,069

 1.1
 %

 11.11 % (S + 5.50 %)

 12/14/2027

 0.1
 %

 11.11 % (S + 5.50 %)

 6/14/2027

 -

 -

 -

 0.0
 %

 VENUplus, Inc. (f/k/a CTM Group, Inc.)

 12.29 % (S + 6.75 %)

 3,023

 2,958

 3,008

 1.6
 %

 MacNeill Pride Group

 11.86 % (S + 6.25 %)

 4/22/2026

 0.5
 %

 11.86 % (S + 6.25 %)

 4/22/2026

 -

 -

 -

 0.0
 %

 6,119

 6,009

 6,124

 3.3
 %

 Machinery

 Pennsylvania Machine Works, LLC

 11.61 % (S + 6.00 %)

 3/6/2027

 0.5
 %

 PVI Holdings, Inc

 12.16 % (S + 6.77 %)

 1/18/2028

 2,048

 2,023

 2,064

 1.1
 %

 2,967

 2,936

 2,983

 1.6
 %

 Professional services

 DISA Holdings Corp. (DISA)

 10.84 % (S + 5.50 %)

 0.3
 %

 10.86 % (S + 5.50 %)

 0.1
 %

 10.84 % (S + 5.50 %)

 3,394

 3,311

 3,394

 1.8
 %

 Universal Marine Medical Supply International, LLC (Unimed)

 13.01 % (S + 7.50 %)

 12/5/2027

 3,909

 3,830

 3,909

 2.1
 %

 13.00 % (S + 7.50 %)

 12/5/2027

 0.4
 %

 8,667

 8,460

 8,667

 4.7
 %

 Software

 AIDC Intermediate Co 2, LLC (Peak Technologies)

 11.80 % (S + 6.25 %)

 7/22/2027

 2,967

 2,873

 2,967

 1.6
 %

 Textiles, apparel & luxury goods

 American Soccer Company, Incorporated (SCORE)

 12.75 % (S + 7.25 %)

 7/20/2027

 2,556

 2,513

 2,498

 1.4
 %

 12.75 % (S + 7.25 %)

 7/20/2027

 0.1
 %

 2,738

 2,690

 2,676

 1.5
 %

 See

 F- 23

 Kayne

 As

 Date

 Par

 Fair
 Value

 Trading companies & distributors

 BCDI Meteor Acquisition, LLC (Meteor)

 12.45 % (S + 7.00 %)

 6/29/2028

 4,963

 4,857

 4,963

 2.7
 %

 CGI Automated Manufacturing, LLC

 12.61 % (S + 7.00 %)

 1,479

 1,443

 1,475

 0.8
 %

 12.61 % (S + 7.00 %)

 1,235

 1,206

 1,232

 0.7
 %

 12.61 % (S + 7.00 %)

 0.0
 %

 EIS Legacy, LLC

 11.27 % (S + 5.75 %)

 11/1/2027

 5,212

 5,097

 5,212

 2.8
 %

 11.27 % (S + 5.75 %)

 4/20/2025

 -

 -

 -

 0.0
 %

 Engineered Fastener Company, LLC (EFC International)

 12.00 % (S + 6.50 %)

 11/1/2027

 6,948

 6,803

 7,034

 3.8
 %

 Genuine Cable Group, LLC

 10.96 % (S + 5.50 %)

 11/1/2026

 4,938

 4,817

 4,925

 2.7
 %

 10.96 % (S + 5.50 %)

 11/1/2026

 1,991

 1,941

 1,985

 1.1
 %

 I.D. Images Acquisition, LLC

 11.75 % (S + 6.25 %)

 7/30/2026

 0.3
 %

 11.71 % (S + 6.25 %)

 7/30/2026

 2,942

 2,901

 2,942

 1.6
 %

 Krayden Holdings, Inc.

 11.20 % (S + 5.75 %)

 3/1/2025

 -

 -

 -

 0.0
 %

 11.20 % (S + 5.75 %)

 3/1/2025

 -

 -

 -

 0.0
 %

 11.20 % (S + 5.75 %)

 -

 -

 -

 0.0
 %

 11.20 % (S + 5.75 %)

 3,164

 3,032

 3,164

 1.7
 %

 OAO Acquisitions, Inc. (BearCom)

 11.61 % (S + 6.25 %)

 4,436

 4,355

 4,436

 2.4
 %

 11.61 % (S + 6.25 %)

 12/27/2025

 -

 -

 -

 0.0
 %

 11.61 % (S + 6.25 %)

 -

 -

 -

 0.0
 %

 37,991

 37,125

 38,051

 20.6
 %

 Wireless telecommunication services

 Centerline Communications, LLC

 11.52 % (S + 6.00 %)

 2,967

 2,929

 2,766

 1.5
 %

 11.52 % (S + 6.00 %)

 0.3
 %

 3,631

 3,577

 3,385

 1.8
 %

 Total Investments

 178,016

 174,235

 96.2
 %

 See

 F- 24

 Kayne

 As

 Number of

 Fair

 Shares

 Cost

 Value

 Short-Term

 First American Treasury Obligations Fund – Institutional Class Z, 5.21 %

 (6)

 4,715,161

 4,715

 4,715

 2.6
 %

 Total
 Short-Term Investments

 4,715,161

 4,715

 4,715

 2.6
 %

 Total

 $
 178,950

 $
 182,241

 98.8
 %

 in Excess of Other Liabilities

 2,310

 1.2
 %

 Net

 $

 100.0
 %

 (1)
 As of December 31, 2023, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company's outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

 (2)
 The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

 (3)
 As of December 31, 2023, the tax cost of the Company's investments approximates their amortized cost.

 (4)
 Loan contains a variable rate structure, that may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Funding Rate ("SOFR" or "S") (which can include one-, three- or six-month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate or "P").

 (5)
 Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company's total assets. As of December 31, 2023, 2.4% of the Company's total assets were in non-qualifying investments.

 (6)
 The indicated rate is the yield as of December 31, 2023.

 See

 F- 25

 Kayne

 Notes

 Note 1.
Organization

 Organization

 Kayne
DL 2021, Inc. (the "Company") is an externally managed, closed-end, non-diversified management investment
company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940,
as amended (the "1940 Act"). In addition, for U.S. federal income tax purposes, the Company intends to qualify as a regulated
investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").

 The
Company is a Delaware corporation to make investments in middle-market companies and commenced operations on December 16, 2021.

 The
Company is managed by KA Credit Advisors II, LLC (the "Advisor"), an indirect controlled subsidiary of Kayne Anderson Capital
Advisors, L.P. ("Kayne Anderson"), a prominent alternative investment management firm. The Advisor operates within Kayne
Anderson's middle market private credit platform ("KAPC" or "Kayne Anderson Private Credit"). The Advisor
is registered with the United States Securities and Exchange Commission (the "SEC") under the Investment Advisory Act of
1940, as amended. Subject to the overall supervision of the Company's board of directors (the "Board"), the Advisor
is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments,
analyzing investment opportunities, negotiating and structuring investments, determining the value of the investments and monitoring
its investments and portfolio companies on an ongoing basis. The Board consists of five directors, four of whom are independent (including
the Board's chairperson).

 The
Company's investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through debt
investments in middle-market companies.

 As
of December 31, 2024, the Company has entered into subscription agreements with investors for an aggregate capital commitment of $ 353,535
to purchase shares of the Company's common stock ($ 110,535 is undrawn). See Note 13 – Subsequent Events.

 The
Company conducts private offerings of its Common Stock to investors in reliance on exemptions from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"). At the closing of any private offering, each investor will make
a capital commitment (a "Capital Commitment") to purchase shares of its common stock pursuant to a subscription agreement
entered into with the Company. Investors will be required to fund drawdowns to purchase shares of common stock up to the amount of their
respective Capital Commitments each time the Company delivers a notice to the investors. The Company commenced its loan origination and
investment activities on December 16, 2021 contemporaneously with the initial drawdown from investors in the private offering.

 Note
2. Significant Accounting Policies

 A. Basis
of Presentation —the accompanying financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP"). The Company is an investment company and follows accounting and reporting
guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 — "Financial
Services — Investment Companies." In the opinion of management, all adjustments, which are of a normal recurring nature,
considered necessary for the fair statement of the financial statements for the periods presented, have been included.

 B.
 Consolidation —As provided under Regulation S-X and ASC Topic 946 – "Financial Services – Investment Companies",
the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating
company whose business consists of providing services to the Company.

 Accordingly,
the Company consolidated the accounts of KDL Corp, LLC in its consolidated financial statements. KDL Corp, LLC is a Delaware LLC that
has elected to be treated as a corporation for U.S. tax purposes and was formed to facilitate compliance with the requirements to be
treated as a RIC under the Code by holding (directly or indirectly through a subsidiary) equity or equity related investments in portfolio
companies organized as limited liability companies or limited partnerships. As of December 31, 2024, KDL Corp, LLC held no investments.

 C. Use
of Estimates —the preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial
statements and the reported amounts of income and expenses during the period. Actual results could differ materially from those estimates.

 D. Cash
and Cash Equivalents —cash and cash equivalents include short-term, liquid investments with an original maturity of three months
or less and include money market fund accounts. Cash equivalents, which are the Company's investments in money market fund accounts,
are presented on the Company's consolidated schedule of investments, and within investments on the Company's consolidated
statement of assets and liabilities.

 F- 26

 Kayne

 Notes

 E.
 Investment Valuation, Fair Value —the Company conducts the valuation of its investments consistent with GAAP and the 1940
Act. The Company's investments will be valued no less frequently than quarterly, in accordance with the terms of Topic 820 of the
Financial Accounting Standards Board's Accounting Standards Codification, Fair Value Measurement and Disclosures ("ASC
820").

 Pursuant
to Rule 2a-5 under the 1940 Act, the Board of Directors has designated the Advisor as the "valuation designee" to perform
fair value determinations of the Company's portfolio holdings, subject to oversight by and periodic reporting to the Board. The
valuation designee performs fair valuation of the Company's portfolio holdings in accordance with the Advisor's Valuation
Program, as approved by the Board.

 Traded
Investments (Level 1 or Level 2)

for which market quotations are readily available will typically be valued at those market quotations. Traded investments such as corporate
bonds, preferred stock, bank notes, broadly syndicated loans or loan participations are valued by using the bid price provided by an
independent pricing service, by an independent broker, the agent bank, syndicate bank or principal market maker. When price quotes for
investments are not available, or such prices are stale or do not represent fair value in the judgment of the Company's Advisor,
fair market value will be determined using the Advisor's valuation process for investments that are privately issued or otherwise
restricted as to resale.

 The
Company may also invest, to a lesser extent, in equity securities purchased in conjunction with debt investments. While the Company anticipates
these equity securities to be issued by privately held companies, the Company may hold equity securities that are publicly traded. Equity
securities listed on any exchange other than the NASDAQ Stock Market, Inc. ("NASDAQ") are valued, except as indicated below,
at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities
are valued at the mean of the most recent bid and ask prices on such day. Securities admitted to trade on the NASDAQ are valued at the
NASDAQ official closing price. Equity securities traded on more than one securities exchange are valued at the last sale price on the
business day as of which such value is being determined at the close of the exchange representing the principal market for such securities.
Equity securities traded in the over-the-counter market, but excluding securities admitted to trading on the NASDAQ, are valued
at the closing bid prices.

 Non-Traded Investments
(Level 3)

that are privately issued or otherwise restricted as to resale, as well as any security for which (a) reliable market quotations
are not available in the judgment of the Company's Advisor, or (b) the independent pricing service or independent broker does
not provide prices or provides a price that in the judgment of the Company's Advisor is stale or does not represent fair value,
shall each be valued in a manner that most fairly reflects fair value of the security on the valuation date. The Company expects that
a significant majority of its investments will be Level 3 investments. Unless otherwise determined by the Advisor, the following
valuation process is used for the Company's Level 3 investments:

 Valuation Designee.
 The applicable investments will be valued no less frequently than quarterly by the Advisor, with new investments valued at the time
 such investment was made. The value of each Level 3 investment will be initially reviewed by the persons responsible for such portfolio
 company or investment. The Advisor will use a standardized template designed to approximate fair market value based on observable
 market inputs, updated credit statistics and unobservable inputs to determine a preliminary value. The Advisor will specify the titles
 of the persons responsible for determining the fair value of Company investments, including by specifying the particular functions
 for which they are responsible, and will reasonably segregate fair value determinations from the portfolio management of the Company
 such that the portfolio manager(s) may not determine, or effectively determine by exerting substantial influence on, the fair values
 ascribed to portfolio investments.

 F- 27

 Kayne

 Notes

 Valuation Firm. Quarterly, a third-party valuation firm engaged by the Advisor reviews the valuation methodologies and calculations employed for each of the Company's investments that the Advisor has placed on the "watch list" and approximately 25 % of the Company's remaining investments. The third-party valuation firm will review and independently value all of the Level 3 investments at least once per year, on a rolling twelve-month basis. The quarterly report issued by the third-party valuation firm will provide positive assurance on the fair values of the investments reviewed.

 Oversight. The Board
 has appointed the Advisor as the valuation designee for the Company for purposes of making determinations of fair value as permitted
 by Rule 2a-5 under the 1940 Act. The Audit Committee shall aid the Board in overseeing the Advisor's fair valuation of securities
 that are not publicly traded or for which current market values are not readily available. The Audit Committee shall meet quarterly
 to review the fair value determinations, processes and written reports of the Advisor as part of the Board's oversight responsibilities.

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

 F.
 Interest Income Recognition —Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization
of premiums and payment-in-kind ("PIK") interest. Discounts from and premiums to par value on investments purchased are accreted/amortized
into interest income over the life of the respective security using the effective yield method. To the extent loans contain PIK provisions,
PIK interest, computed at the contractual rate specified in each applicable agreement, is accrued and recorded as interest income and
added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment
of the outstanding principal. The Company does not accrue PIK interest if, in the opinion of the Advisor, the portfolio company valuation
indicates that the PIK interest is not likely to be collectible. If the Company believes PIK is not expected to be realized, the investment
generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized
interest is generally reversed through PIK interest income. Previously capitalized PIK interest is not reversed when an investment is
placed on non-accrual status. To maintain the Company's status as a RIC, this non-cash source of income must be paid out to stockholders
in the form of dividends for the year the income was earned, even though the Company has not yet collected the cash. The amortized cost
of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest. For the
year ended December 31, 2024, the Company had $ 158 of PIK interest included in interest income, which represents 0.6 % of aggregate interest
income. For the years ended December 31, 2023 and 2022, there was no PIK interest income for the Company.

 Loans
are generally placed on non-accrual status when it has been determined that a significant impairment in the financial condition and ability
of the borrower to repay principal and interest has occurred and is expected to continue such that it is probable the collectability
of full amount of the loan (principal and interest) is doubtful. Accrued and unpaid interest is generally reversed when a loan is placed
on non-accrual status. If cash payments are received subsequent to a loan being placed on non-accrual status, these payments will first
be applied to previously accrued but uncollected interest, then to recover the principal. Additionally, any original issue discount and
market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Non-accrual loans
are restored to accrual status when past due principal and interest are paid or there is no longer a reasonable doubt that such principal
or interest will be collected in full and, in the Company's judgment, principal and interest are likely to remain current. The
Company may make exceptions to this policy if the loan has sufficient collateral value (i.e., typically measured as enterprise value
of the portfolio company) or is in the process of collection. As of December 31, 2024 and December 31, 2023, the Company did not have
any investments in portfolio companies on non-accrual status.

 F- 28

 Kayne

 Notes

 G.
 Debt Issuance Costs —Costs incurred by the Company related to the issuance of its debt (credit facilities) are capitalized
and amortized over the period the debt is outstanding. The Company has classified the costs incurred to issue its credit facilities as
a deduction from the carrying value of the credit facilities on the Statement of Assets and Liabilities. For the purpose of calculating
the Company's asset coverage ratios pursuant to the 1940 Act, deferred issuance costs are not deducted from the carrying value
of debt or preferred stock.

 H.
 Dividends to Common Stockholders —Distributions to common stockholders are recorded on the record date. The amount to be
paid out as a dividend is determined by the Company's board of directors each quarter and is generally based upon the earnings
estimated by management and considers the level of undistributed taxable income carried forward from the prior year for distribution
in the current year. Net realized capital gains, if any, are generally distributed, although the Company may decide to retain such capital
gains for investment.

 I. Income
Taxes —it is the Company's intention to continue to be treated as and to qualify each year for special tax treatment afforded
a RIC under the Code. As long as the Company meets certain requirements that govern its sources of income, diversification of assets
and timely distribution of earnings to stockholders, the Company will not be subject to U.S. federal income tax.

 The
Company must pay distributions equal to 90 % of its investment company taxable income (ordinary income and short-term capital gains) to
qualify as a RIC and it must distribute all of its taxable income (ordinary income, short-term capital gains and long-term capital gains)
to avoid federal income taxes. The Company will be subject to federal income tax on any undistributed portion of income. For purposes
of the distribution test, the Company may elect to treat as paid on the last day of its taxable year all or part of any distributions
that are declared after the end of its taxable year if such distributions are declared before the due date of its tax return, including
any extensions.

 All
RICs are subject to a non-deductible 4 % excise tax on income that is not distributed on a timely basis in accordance with the calendar
year distribution requirements. To avoid the tax, the Company must distribute during each calendar year an amount at least equal to the
sum of (i) 98 % of its ordinary income for the calendar year, (ii) 98.2 % of its net capital gains for the one-year period ending
on December 31, the last day of our taxable year, and (iii) undistributed amounts from previous years on which the Company paid no U.S.
federal income tax. A distribution will be treated as paid during the calendar year if it is paid during the calendar year or declared
by the Company in October, November or December of such year, payable to stockholders of record on a date during such months and paid
by the Company no later than January of the following year. Any such distributions paid during January of the following year will be
deemed to be received by stockholders on December 31 of the year the distributions are declared, rather than when the distributions are
actually received.

 F- 29

 Kayne

 Notes

 The
Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether
the tax positions are "more-likely-than-not" to be sustained by the applicable tax authority. Tax positions not
deemed to meet the "more-likely-than-not" threshold are reserved and recorded as a tax benefit or expense in the
current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions
are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses
of tax laws, regulations and interpretations thereof.

 J. Commitments
and Contingencies —in the normal course of business, the Company may enter into contracts that provide a variety of general
indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company.
Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with
such indemnifications.

 K.
 Recent Accounting Pronouncements — In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which enhances
disclosure requirements about significant segment expenses that are regularly provided to the chief operating decision maker (the "CODM").
ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by ASC 280,
(ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s)
of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for
a public entity to elect more than one performance measure. ASU 2023-07 is effective for the fiscal years beginning after December 15,
2023, and interim periods beginning with the first quarter ended March 31, 2025. Early adoption is permitted and retrospective adoption
is required for all prior periods presented. The Company has adopted ASU 2023-07 effective December 31, 2024, and concluded that the
application of this guidance did not have any material impact on its consolidated financial statements. See Note 12 – Segment Reporting,
for more information on the effects of the adoption of ASU 2023-07.

 Note
3. Agreements and Related Party Transactions

 A. Administration Agreement —on
December 16, 2021, the Company entered into an Administration Agreement with its Advisor, which serves as its Administrator and provides
or oversees the performance of its required administrative services and professional services rendered by others, which include (but are
not limited to), accounting, payment of our expenses, legal, compliance, operations, technology and investor relations, preparation and
filing of its tax returns, and preparation of financial reports provided to its stockholders and filed with the SEC. On February 19, 2025,
the Board approved an additional one-year term of the Administration Agreement through March 15, 2026.

 The Company reimburses the Administrator for its
costs and expenses incurred in performing its obligations under the Administration Agreement. As the Company reimburses the Administrator
for its expenses, those costs will be ultimately borne by stockholders. The Administration Agreement may be terminated by either party
with 60 days' written notice.

 F- 30

 Kayne

 Notes

 B. Investment Advisory Agreement —on
December 16, 2021, the Company entered into an Investment Advisory Agreement with its Advisor. Pursuant to the Investment Advisory Agreement
with its Advisor, the Company will pay its Advisor a management fee for investment advisory and management services. The Investment Advisory
Agreement may be terminated by either party with 60 days' written notice. On February 19, 2025, the Board approved an additional
one-year term of the Investment Advisory Agreement from March 15, 2025 to March 15, 2026.

Fee

 The
management fee is calculated at an annual rate of 0.75 % of the fair market value of the Company's investments including, in each
case, assets purchased with borrowings under credit facilities, but excluding cash, U.S. government securities and commercial paper instruments
maturing within one year of purchase.

 The
management fee is payable quarterly in arrears and calculated based on the average of the Company's fair market value of investments,
at the end of the two most recently completed calendar quarters, including, in each case, assets purchased with borrowings under credit
facilities, but excluding cash, U.S. government securities and commercial paper instruments maturing within one year of purchase. Management
fees for any partial quarter are appropriately pro-rated.

 For
the years ended December 31, 2024, 2023 and 2022, the Company incurred management fees of $ 1,673, $ 1,051 and $ 337, respectively.

 C.
 Other —Kayne Anderson, an affiliate of the Advisor, made equity contributions of $ 750 during the year ended December 31,
2024. See Note 13 – Subsequent Events.

 Note
4. Investments

 The
following table presents the composition of the Company's investment portfolio at amortized cost and fair value as of December 31,
2024 and 2023.

 31, 2024

 31, 2023

 Fair

 Fair

 Cost

 Value

 Cost

 Value

 First-lien senior secured debt

 $
 257,420

 $

 $
 174,235

 $

 Short-term investments

 4,715

 4,715

 Total

 $
 270,860

 $
 275,273

 $
 178,950

 $
 182,241

 As
of December 31, 2024 and December 31, 2023, $ 12,053 and $ 4,600, respectively, of the Company's total assets were non-qualifying
assets as defined by Section 55(a) of the 1940 Act.

 The
Company uses Global Industry Classification Standards (GICS), Level 3 – Industry, for classifying the industry groupings of its
portfolio companies.

 F- 31

 Kayne

 The
industry composition of long-term investments based on fair value as of December 31, 2024 and 2023 was as follows:

 December 31, 2024

 December 31, 2023

 Trading companies & distributors

 20.9
 %

 21.4
 %

 Commercial services & supplies

 13.1
 %

 7.1
 %

 Health care providers & services

 12.3
 %

 9.5
 %

 12.2
 %

 13.1
 %

 Containers & packaging

 7.2
 %

 9.0
 %

 6.0
 %

 6.1
 %

 Leisure products

 4.2
 %

 3.5
 %

 Professional services

 4.1
 %

 4.9
 %

 Automobile components

 3.9
 %

 1.5
 %

 Personal care products

 3.0
 %

 -

 %

 Machinery

 2.8
 %

 1.7
 %

 Building products

 2.0
 %

 0.9
 %

 IT services

 1.8
 %

 5.4
 %

 Biotechnology

 1.7
 %

 2.3
 %

 Wireless telecommunication services

 1.3
 %

 1.9
 %

 Textiles, apparel & luxury goods

 1.0
 %

 1.5
 %

 Diversified telecommunication services

 1.0
 %

 2.1
 %

 Insurance

 0.9
 %

 1.4
 %

 Health care equipment & supplies

 0.6
 %

 0.9
 %

 Chemicals

 -

 %

 2.4
 %

 Software

 -
 %

 1.7
 %

 Capital markets

 -

 %

 1.7
 %

 100.0
 %

 100.0
 %

 Note 5.
Fair Value

 The
Fair Value Measurement Topic of the FASB Accounting Standards Codification (ASC 820) defines fair value as the price at which an orderly
transaction to sell an asset or to transfer a liability would take place between market participants under current market conditions
at the measurement date. As required by ASC 820, the Company has performed an analysis of all investments measured at fair value to determine
the significance and character of all inputs to their fair value determination. Inputs are the assumptions, along with considerations
of risk, that a market participant would use to value an asset or a liability. In general, observable inputs are based on market data
that is readily available, regularly distributed and verifiable that the Company obtains from independent, third-party sources. Unobservable
inputs are developed by the Company based on its own assumptions of how market participants would value an asset or a liability.

 The
fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories.

 Level

 —

 Valuations based on
 quoted unadjusted prices for identical instruments in active markets traded on a national exchange to which the Company has access
 at the date of measurement.

 Level

 —

 Valuations based on
 quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not
 active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
 Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information
 exists or instances where prices vary substantially over time or among brokered market makers.

 Level

 —

 Model derived valuations
 in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that
 reflect the Company's own assumptions that market participants would use to price the asset or liability based on the best
 available information.

 In
certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination
of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input
that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement
in its entirety requires judgment and considers factors specific to the financial instrument.

 F- 32

 Kayne

 Notes

 The
following tables present the fair value hierarchy of investments as of December 31, 2024 and 2023. Note that the valuation levels below
are not necessarily an indication of the risk or liquidity associated with the underlying investment.

 Fair
 Value Hierarchy as of December 31, 2024

 Investments:

 Level

 Level

 Level

 Total

 First-lien senior secured debt

 $
 -

 $
 -

 $

 $

 Short-term investments

 -

 -

 Total

 $

 $
 -

 $

 $
 275,273

 Fair
 Value Hierarchy as of December 31, 2023

 Investments:

 Level

 Level

 Level

 Total

 First-lien senior secured debt

 $
 -

 $
 -

 $

 $

 Short-term investments

 4,715

 -

 -

 4,715

 Total

 $
 4,715

 $
 -

 $

 $
 182,241

 The
following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of
and for the years ended December 31, 2024 and 2023.

 First-lien

 senior
 secured

 For
 the year ended December 31, 2024

 debt

 Fair
 value, beginning of period

 $

 Purchases
 of investments, including PIK, if any

 121,652

 Proceeds
 from sales of investments and principal repayments

 ( 40,135
)

 Net
 change in unrealized gain (loss)

 1,123

 Net
 realized gain (loss)

 -

 Net
 accretion of discount on investments

 1,667

 Transfers
 into (out of) Level 3

 -

 Fair
 value, end of period

 $

 First-lien

 senior secured

 For
 the year ended December 31, 2023

 debt

 Fair value, beginning of period

 $
 107,312

 Purchases of investments, including PIK, if
 any

 88,027

 Proceeds from sales of investments and principal
 repayments

 ( 19,947
)

 Net change in unrealized gain (loss)

 1,061

 Net realized gain (loss)

 -

 Net accretion of discount on investments

 1,073

 Transfers into (out
 of) Level 3

 -

 Fair value, end of period

 $

 F- 33

 Kayne

 For
the years ended December 31, 2024 and 2023, the Company did not recognize any transfers to or from Level 3. The increase in unrealized
gain (loss) relates to investments that were held during the period. The Company includes these unrealized gains and losses on the Statement
of Operations – Net Change in Unrealized Gains (Losses).

 Valuation
Techniques and Unobservable Inputs

 Non-traded debt
investments are typically valued using either a market yield analysis or an enterprise value analysis. For debt investments that are
not considered to be credit impaired, the Advisor uses a market yield analysis to determine fair value. If the debt investment is considered
to be credit impaired (which is determined by performing an enterprise value analysis), the Advisor will use the enterprise value analysis
or a liquidation basis analysis to determine fair value.

 To
determine fair value using a market yield analysis, the Advisor discounts the contractual cash flows of each investment at an appropriate
discount rate (the market yield). To determine the estimated market yield for its debt investments, the Advisor analyzes changes in the
risk/reward (measured by yields and leverage) of middle market indices as compared to changes in risk/reward for the underlying investment
and estimates the appropriate discount rate for such debt investment. In this context, the discount rate and fair market value of the
investment is impacted by the structure and pricing of the security relative to current market yields for similar investments in similar
businesses as well as the financial performance of such business. In performing this analysis, the Advisor considers data sources including,
but not limited to: (i) industry publications, such as S&P Global's High-End Middle Market Lending Review; Thomson
Reuter's Refinitiv Middle Market Monthly Stats; CapitalIQ; Pitchbook News; The Lead Left, and other data sources; (ii) comparable
investments reviewed or completed by affiliates of the Advisor, and (iii) information obtained and provided by the Advisor's
independent valuation managers.

 To
determine if a debt investment is credit impaired, the Advisor estimates the enterprise value of the business and compares such estimate
to the outstanding indebtedness of such business. The Advisor utilizes the following valuation methodologies to determine the estimated
enterprise value of the company: (i) analysis of valuations of publicly traded companies in a similar line of business ("public
company comparable analysis"), (ii) analysis of valuations of M&A transaction valuations for companies in a similar line of
business ("precedent transaction analysis"), (iii) discounted cash flows ("DCF analysis") and (iv) other
valuation methodologies.

 In
determining the non-traded debt investment valuations, the following factors are considered, where relevant: the nature and
realizable value of any collateral; the company's ability to make interest payments, amortization payments (if any) and other fixed
charges; call features, put features and other relevant terms of the debt security; the company's historical and projected financial
results; the markets in which the company does business; changes in the interest rate environment and the credit markets generally that
may affect the price at which similar investments may be valued; and other relevant factors.

 Equity
investments in private companies are typically valued using one of or a combination of the following valuation techniques: (i) public
company comparable analysis, (ii) precedent transaction analysis and (iii) DCF analysis.

 Under
all of these valuation techniques, the Advisor estimates operating results of the companies in which it invests, including earnings before
interest expense, income tax expense, depreciation and amortization ("EBITDA") and free cash flow. These estimates utilize
unobservable inputs such as historical operating results, which may be unaudited, and projected operating results, which will be based
on operating assumptions for such company. Investment performance data utilized will be the most recently available as of the measurement
date which in many cases may reflect up to a one quarter lag in information. These estimates will be sensitive to changes in assumptions
specific to such company as well as general assumptions for the industry. Other unobservable inputs utilized in the valuation techniques
outlined above include: discounts for lack of marketability, selection of publicly traded companies, selection of similar precedent transactions,
selected ranges for valuation multiples and expected required rates of return (discount rates).

 Quantitative
Table for Valuation Techniques

 The
following tables present quantitative information about the significant unobservable inputs of the Company's Level 3 investments
as of December 31, 2024 and December 31, 2023. The tables are not intended to be all-inclusive but instead capture the significant unobservable
inputs relevant to the Advisor's determination of fair value. The Company calculates weighted average, based on the value of the
unobservable input of each investment relative to the fair value of the investment compared to the total fair value of all investments.

 As of December 31, 2024

 Valuation

 Unobservable

 Weighted

 Fair Value

 Technique

 Input

 Range

 Average

 First-lien senior secured debt investments

 $

 Discounted cash flow analysis

 Discount rate

 8.4 % - 15.0 %

 9.8
 %

 F- 34

 Kayne

 As of December 31, 2023

 Valuation

 Unobservable

 Weighted

 Fair Value

 Technique

 Input

 Range

 Average

 First-lien senior secured debt investments

 $

 Discounted cash flow analysis

 Discount rate

 8.5 % - 15.0 %

 9.8
 %

 Note 6.
Debt

 As
of December 31, 2024, the Company has a senior secured revolving credit facility (the "Subscription Credit Facility"), that
has a total commitment of $ 25,000 and a maturity date of February 21, 2025. The Subscription Credit Facility permits the Company to borrow
up to $ 25,000, subject to availability under the borrowing base which is calculated based on the unused capital commitments of the investors
meeting various eligibility requirements. As of December 31, 2024, the interest rate on the Subscription Credit Facility is equal to
SOFR plus an applicable spread of 2.25 % with no floor. The Company is also required to pay a commitment fee of 0.25 % per annum on any
unused portion of the Subscription Credit Facility. See Note 13 – Subsequent Events.

 Debt obligations
consisted of the following as of December 31, 2024 and 2023.

 31, 2024

 Principal Committed

 Outstanding

 Amount
 Available (1)

 Subscription
 Credit Facility

 $

 $
 -

 $

 Total
 debt

 $

 $
 -

 $

 31, 2023

 Committed

 Outstanding

 Amount

 Available (1)

 Subscription
 Credit Facility

 $

 $
 -

 $

 Total
 debt

 $

 $
 -

 $

 (1)
 The amounts available under the Company's credit facility reflect any limitations related to the Subscription Credit Facility's borrowing base as of December 31, 2024 and 2023, respectively.

 For
the years ended December 31, 2024 and 2023, the weighted average interest rate of borrowings outstanding was 7.43 % and 6.71 %, respectively.
As of December 31, 2024 and 2023, the Company did not have any amounts outstanding under the Subscription Credit Facility The Company
does not routinely use leverage, and there are many days when there are no borrowings outstanding under its Subscription Credit Facility.

 F- 35

 Kayne

 Note 7.
Share Transactions

Stock Issuances

 The
following tables summarize the number of common stock shares issued and aggregate proceeds received from such issuances related to the
Company's capital call notices pursuant to subscription agreements with investors for the years ended December 31, 2024, 2023 and
2022. See Note 13 – Subsequent Events.

 For
 the year ended December 31, 2024

 price
 per

 stock issue date

 share

 February
 15, 2024

 $
 5,308

 4,710

 $

 July
 3, 2024

 $
 5,269

 4,745

 October
 23, 2024

 $
 5,259

 4,754

 Total

 14,209

 $
 75,000

 For
 the year ended December 31, 2023

 price per

 issue date

 share

 February 28, 2023

 $
 5,236

 4,775

 $

 August 10, 2023

 $
 5,237

 4,774

 December 19, 2023

 $
 5,328

 2,815

 15,000

 Total

 12,364

 $
 65,000

 For
 the year ended December 31, 2022

 price per

 issue date

 share

 June 29, 2022

 $
 5,011

 1,996

 $
 10,000

 October 14, 2022

 $
 5,068

 4,933

 December 9, 2022

 $
 5,205

 4,803

 Total

 11,732

 $
 60,000

 F- 36

 Kayne

 As of December 31, 2024,
the Company had subscription agreements with investors for an aggregate capital commitment of $ 353,535 to purchase shares of common stock.
Of this amount, the Company had $ 110,535 of undrawn commitments at December 31, 2024. See Note 13 – Subsequent Events.

 Dividends
and Dividend Reinvestment

 The
following tables summarize the dividends declared and payable by the Company for the years ended December 31, 2024, 2023 and 2022. See
Note 13 - Subsequent Events.

 For the year ended December 31, 2024

 Dividend declaration date

 Dividend payment date

 per share

 March 6, 2024

 March 29, 2024

 April 17, 2024

 $
 136.00

 May 8, 2024

 June 28, 2024

 July 15, 2024

 137.00

 August 7, 2024

 September 30, 2024

 October 15, 2024

 165.00

 November 6, 2024

 December 31, 2024

 January 15, 2025

 139.00

 Total dividends declared

 $
 577.00

 For the year ended December 31, 2023

 Dividend declaration date

 Dividend payment date

 per share

 March 7, 2023

 March 31, 2023

 April 14, 2023

 $
 115.00

 May 10, 2023

 June 30, 2023

 July 14, 2023

 136.00

 August 10, 2023

 September 29, 2023

 October 13, 2023

 131.00

 November 9, 2023

 December 29, 2023

 January 16, 2024

 132.00

 $
 514.00

 For the year ended December 31, 2022

 Dividend declaration date

 Dividend payment date

 per share

 April 19, 2022

 April 20, 2022

 July 27, 2022

 $
 6.80

 July 19, 2022

 July 20, 2022

 July 27, 2022

 29.00

 October 18, 2022

 October 13, 2022

 October 25, 2022

 72.00

 December 16, 2022

 December 29, 2022

 January 13, 2023

 86.00

 $
 193.80

 F- 37

 Kayne

 The
following tables summarize the amounts received and shares of common stock issued to shareholders pursuant to the Company's dividend
reinvestment plan ("DRIP") for the years ended December 31, 2024, 2023 and 2022. See Note 13 – Subsequent Events.

 For the year ended December 31, 2024

 payment
 date

 DRIP

 DRIP
 value

 December 29, 2023

 January 16, 2024

 $
 4,616

 March 29, 2024

 April 17, 2024

 1,047

 5,509

 June 28, 2024

 July 15, 2024

 September 30, 2024

 October 15, 2024

 1,149

 2,310

 $
 12,128

 For
the dividend declared on November 6, 2024 and paid on January 15, 2025, there were 203 shares issued with a DRIP value of $ 1,070. These
shares are excluded from the table above, as the DRIP shares were issued after December 31, 2024.

 For the year ended December 31, 2023

 DRIP

 payment

 DRIP

 date

 value

 December 29, 2022

 January 13, 2023

 $
 1,750

 March 31, 2023

 April 14, 2023

 2,923

 June 30, 2023

 July 14, 2023

 3,533

 September 29, 2023

 October 13, 2023

 4,112

 2,376

 $
 12,318

 For
the dividend declared on November 9, 2023 and paid on January 16, 2024, there were 883 shares issued with a DRIP value of $ 4,616. These
shares are excluded from the table above, as the DRIP shares were issued after December 31, 2023.

 For the year ended December 31, 2022

 DRIP

 payment

 DRIP

 date

 value

 April 20, 2022

 July 27, 2022

 $

 July 20, 2022

 July 27, 2022

 October 13, 2022

 October 25, 2022

 $
 1,123

 For
the dividend declared on December 16, 2022 and paid on January 13, 2023, there were 340 shares issued with a DRIP value of $ 1,750. These
shares are excluded from the table above, as the DRIP shares were issued after December 31, 2022.

 F- 38

 Kayne

 Note 8.
Commitments and Contingencies

 The
Company had an aggregate of $ 31,808 and $ 24,067, respectively, of unfunded commitments to provide debt financing to its portfolio companies
as of December 31, 2024 and December 31, 2023. Such commitments are generally subject to the satisfaction of certain financial and nonfinancial
covenants and certain operational metrics. The commitment period for these amounts may be shorter than the maturity date if drawn or
funded. These commitments are not reflected in the Company's consolidated statements of assets and liabilities. Consequently, such
commitments result in an element of credit risk in excess of the amount recognized in the Company's consolidated statements of
assets and liabilities.

 A
summary of the composition of the unfunded commitments as of December 31, 2024 and 2023 is shown in the table below.

 As of

 As of

 2024

 2023

 Alcami Corporation (Alcami)

 $

 $

 Allcat Claims Service, LLC

 1,829

 Allentown, LLC

 American Equipment Holdings LLC

 -

 American Soccer Company, Incorporated (SCORE)

 MRC Keystone Acquisition LLC (Automated Handing
 Solutions)

 -

 Basel U.S. Acquisition Co., Inc. (IAC)

 BCI Burke Holding Corp.

 -

 OAO Acquisitions, Inc. (BearCom)

 1,449

 Bloomington Holdco, LLC (BW Fusion)

 1,193

 -

 BLP Buyer, Inc. (Bishop Lifting Products)

 1,238

 BR PJK Produce, LLC (Keany)

 -

 Carton Packaging Buyer, Inc.

 CCFF Buyer, LLC (California Custom Fruits &
 Flavors, LLC)

 1,857

 -

 CGI Automated Manufacturing, LLC

 City Line Distributors, LLC

 1,121

 DISA Holdings Corp. (DISA)

 Diverzify Intermediate, LLC

 -

 EIS Legacy, LLC

 -

 1,659

 Energy Acquisition LP (Electrical Components
 International, Inc. - ECI)

 -

 Envirotech Services, LLC

 1,181

 -

 Fastener Distribution Holdings, LLC

 1,418

 -

 FCA, LLC (FCA Packaging)

 -

 Guardian Dentistry Partners

 -

 Guided Practice Solutions: Dental, LLC (GPS)

 -

 2,361

 Gulf Pacific Holdings, LLC

 IF&P Foods, LLC (FreshEdge)

 Improving Acquisition LLC

 Krayden Holdings, Inc.

 1,812

 1,812

 Superior Intermediate LLC (Landmark Structures)

 1,885

 -

 Light Wave Dental Management LLC

 LSL Industries, LLC (LSL Healthcare)

 1,305

 MacNeill Pride Group

 1,184

 ML Buyer, LLC (Mama Lycha Foods, LLC)

 -

 NMA Holdings, LLC (Neuromonitoring Associates)

 1,440

 -

 Phoenix YW Buyer, Inc. (Elida Beauty)

 -

 Pixel Intermediate, LLC

 -

 Redwood MSO, LLC

 -

 Refocus Management Services, LLC

 1,227

 -

 The Robinette Company

 1,079

 -

 Ruff Roofers Buyer, LLC

 1,608

 2,471

 SGA Dental Partners Holdings, LLC

 -

 1,121

 Siegel Egg Co., LLC

 Speedstar Holding LLC

 -

 Tapco Buyer LLC

 1,869

 -

 US Anchors Group, Inc. (Mechanical Plastics
 Corp.)

 -

 Vehicle Accessories, Inc.

 -

 Workholding US Holdings, LLC (Forkardt Hardinge)

 -

 Worldwide Produce Acquisition,
 LLC

 1,285

 Total unfunded commitments

 $
 31,808

 $
 24,067

 F- 39

 Kayne

 From
time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of December
31, 2024 and 2023, management was not aware of any material pending or threatened litigation that would require accounting recognition
or financial statement disclosure.

 Note 9.
Earnings Per Share

 In
accordance with the provisions of ASC Topic 260, Earnings per Share ("ASC 260"), basic earnings per share is computed
by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially
dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As
of December 31, 2023, 2022 and 2021, there were no dilutive shares.

 The
following table sets forth the computation of basic and diluted earnings per share of common stock for the years ended December 31, 2024,
2023 and 2022.

 For

 31, 2024

 31, 2023

 31, 2022

 Net increase (decrease) in net
 assets resulting from operations

 $

 $

 $
 4,807

 Weighted average shares of common stock outstanding
 - basic and diluted

 44,402

 27,779

 11,046

 Earnings (loss) per share of common stock -
 basic and diluted

 $

 $

 $

 Note 10.
Income Taxes

 The
Company has elected to be treated as a RIC under the Code beginning with the taxable year end December 31, 2021. As a RIC, the Company
is not subject to a federal excise tax based on distributive requirements of its taxable income on a calendar year basis. Depending on
the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year distributions
into the next tax year and pay a 4 % excise tax on such income, to the extent required.

 The
Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include
differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items.
To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings
(losses), as appropriate.

 The
permanent differences for tax purposes from distributable earnings to additional paid in capital were reclassified for tax purposes for
the tax years ended December 31, 2024, 2023 and 2022.

 These reclassifications
have no impact on net assets.

 For

 2024

 2023

 31, 2022

 (decrease) in distributable earnings

 $
 -

 $

 $

 Increase (decrease)
 in additional paid-in capital

 $
 -

 $
 ( 14
)

 $
 ( 137
)

 Taxable
income generally differs from the net increase in net assets resulting from operations for financial reporting purposes due to (1) unrealized
appreciation (depreciation) on investments, as gains and losses are generally not included in taxable income until these are realized;
(2) income or loss recognition on exited investments; (3) non-deductible U.S. federal excise taxes; and (4) other non-deductible expense.

 The
following reconciles net increase in net assets resulting from operations to taxable income for the years ended December 31, 2024, 2023
and 2022:

 For

 2024

 2023

 2022

 Net
 increase (decrease) in net assets resulting from operations

 $

 $

 $

 4,807

 Net
 change in unrealized losses (gains) from investments

 ( 1,123

)

 ( 1,061

)

 ( 1,968

)

 Non-deductible
 expenses, including excise taxes, offering costs disallowed

 -

 Other
 book tax differences

 ( 13

)

 ( 13

)

 ( 14

)

 Taxable
 income before deductions for distributions

 $

 25,894

 $

 15,594

 $

 2,962

 F- 40

 Kayne

 For
income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital,
or a combination thereof.

 For
the year ended December 31, 2023, the Company incurred $ 14 of U.S. federal excise tax. There was no U.S. federal excise tax
incurred for the years ended December 31, 2024 or 2022.

 The
final determination of tax character will not be made until the Company files its tax return for each tax year and the tax characteristics
of all distributions will be reported to stockholders on Form 1099 after the end of each calendar year. The tax character of distributions
paid to stockholders during the tax years ended December 31, 2024, 2023 and 2022 were as follows.

 For

 2024

 2023

 2022

 Ordinary income

 $
 26,236

 $
 15,329

 $
 2,901

 Capital gains

 -

 -

 -

 Return of capital

 -

 -

 -

 Total

 $
 26,236

 $
 15,329

 $
 2,901

 For
the years ended December 31, 2024, 2023 and 2022, the components of accumulated earnings on a tax basis were as follows:

 For

 2024

 2023

 2022

 Undistributed net investment income
 (loss)

 $

 -

 $

 $

 Undistributed capital gains

 -

 -

 -

 Capital loss carryforward

 -

 -

 -

 Other accumulated gain (loss)

 -

 -

 -

 Other temporary book / tax differences

 ( 183

)

 ( 180

)

 ( 192

)

 Net unrealized appreciation
 (depreciation)

 4,413

 3,291

 2,229

 Total

 $

 4,230

 $

 3,436

 $

 2,097

 Capital
losses can be carried forward indefinitely to offset future capital gains. As of December 31, 2024, 2023 and 2022, the Company had no
capital loss carryforwards.

 As
of December 31, 2024, 2023 and 2022, the Company's aggregate unrealized appreciation and depreciation on investments based on cost
for U.S. federal income tax purposes was as follows:

 For

 2024

 2023

 2022

 Tax
 cost

 $
 270,860

 $
 178,950

 $
 105,083

 Gross
 unrealized appreciation

 5,169

 3,664

 2,289

 Gross
 unrealized depreciation

 ( 756
)

 ( 373
)

 ( 60
)

 Net
 unrealized appreciation/(depreciation) on investments

 $
 4,413

 $
 3,291

 $
 2,229

 KDL
Corp, LLC is a wholly owned subsidiary that was formed in December 2021. This is a Delaware LLC that has elected to be treated as a corporation
for U.S. tax purposes. As such, KDL Corp, LLC is subject to U.S. Federal, state and local taxes. For the Company's tax years ended
December 31, 2024, 2023 and 2022, KDL Corp, LLC did not have activity resulting in any provision for income taxes.

 FASB
ASC Topic 740, Accounting for Uncertainty in Income Taxes ("ASC 740") provides guidance for how uncertain tax positions
should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of
tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions
are "more-likely-than-not" of being sustained by the applicable tax authority. The Company recognizes the tax benefits of
uncertain tax positions only where the position is "more likely than not" to be sustained assuming examination by tax authorities.
As of December 31, 2024, 2023 and 2022, management has analyzed the Company's tax positions, and has concluded that no liability
for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the Company's current year tax return.
The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits
will change materially in the next 12 months. Management's determinations regarding ASC 740 may be subject to review and adjustment
at a later date based upon factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof.

 F- 41

 Kayne

 Note 11.
Financial Highlights

 The
following per share of common stock data has been derived from information provided in the audited financial statements. The following
is a schedule of financial highlights for the years ended December 31, 2024, 2023, 2022 and 2021.

 For the years ended December 31,

 (amounts in thousands, except share and per share amounts)

 2024

 2023

 2022

 2021

 Per Common Share Operating Performance (1)

 Net Asset Value, Beginning of Period (2)

 $
 5,229

 $
 5,153

 $
 4,986

 $
 4,976

 Results of Operations:

 Net Investment Income (loss)

 ( 58
)

 Net Realized and Unrealized Gain (Loss) on investments (3)

 Net Increase (Decrease) in Net Assets Resulting from Operations

 Dividends to Common Stockholders

 Dividends from Net Investment Income

 ( 577
)

 ( 514
)

 ( 194
)

 -

 Net Decrease in Net Assets Resulting from Dividends

 ( 577
)

 ( 514
)

 ( 194
)

 -

 Net Asset Value, End of Period

 $
 5,259

 $
 5,229

 $
 5,153

 $
 4,986

 Shares Outstanding, End of Period

 51,812

 35,293

 20,554

 8,600

 Ratio/Supplemental Data

 Net assets, end of period

 $
 272,473

 $

 $
 105,908

 $
 42,879

 Weighted-average shares outstanding

 44,402

 27,779

 11,046

 6,600

 Total Return (4)

 12.1
 %

 11.9
 %

 7.3
 %

 ( 0.3
 %)

 Portfolio turnover

 18.1
 %

 14.2
 %

 4.9
 %

 0.1
 %

 Ratio of operating expenses to average net assets (5)

 1.2
 %

 1.5
 %

 2.5
 %

 N/M

 Ratio of net investment income (loss) to average net assets (5)

 11.4
 %

 10.8
 %

 4.7
 %

 N/M

 (1)
 The per common share data was derived by using weighted average shares outstanding.

 (2)
 For the year ended December 31, 2021, the initial offering price of $ 5,000 per share less $ 24 of organizational costs.

 (3)
 Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period and may not reconcile with the aggregate gains and losses in the Consolidated Statement of Operations due to share transactions during the period.

 F- 42

 Kayne

 (4)
 Total return is calculated as the change in net asset value ("NAV") per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. The calculation also assumes reinvestment of dividends at actual prices pursuant to the Company's dividend reinvestment plan. Total return is not annualized.

 (5)
 For the year ended December 31, 2021, not meaningful (N/M). The calculations of the ratio of operating expenses to average net assets and ratio of net investment income (loss) to average net assets are not meaningful, as the Company commenced investment operations on December 16, 2021 and therefore had 16 days of activity during 2021. The expenses of the Company consist primarily of non-recurring organizational expense and annual tax preparation and audit expense.

 Note
12. Segment Reporting

 The Company operates through a single operating
and reporting segment with an investment objective to generate both current income and capital appreciation through debt and equity investments.
The CODM is comprised of the Company's co-chief executive officers and these CODMs assess the performance and make operating decisions
of the Company on a consolidated basis primarily based on the Company's net increase in stockholders' equity resulting from
operations ("net income"). In addition to numerous other factors and metrics, the CODMs utilize net income as a key metric
in determining the amount of dividends to be distributed to the Company's stockholders. As the Company's operations comprise
of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as "total assets"
and the significant segment expenses are listed on the accompanying consolidated statement of operations.

 Note 13.
Subsequent Events

 The
Company's management has evaluated subsequent events through the date of issuance of the financial statements included herein.
There have been no subsequent events that require recognition or disclosure in these financial statements except as described below.

 On
January 15, 2025, the Company paid a dividend of $ 139 per share to each common stockholder of record as of December 31, 2024. The total
distribution was $ 7,202 and $ 1,070 was reinvested into the Company through the issuance of 203 shares of common stock.

 On
February 13, 2025, the Company sold 4,754 shares of its common stock for a total aggregate offering price of $ 25,000. The Company
has existing subscription agreements with investors for an aggregate capital commitment of $ 353,535 to purchase shares of common
stock ($ 85,535 is undrawn following this share issuance).

 On February 19, 2025, the Board of Directors of
the Company declared a dividend to common stockholders in the amount of $ 132 per share. The dividend of $ 132 per share will be paid on
April 15, 2025 to stockholders of record as of the close of business on March 31, 2025, payable in cash or shares of common stock of the
Company pursuant to the Company's Dividend Reinvestment Plan, as amended.

 On February 21, 2025, the Company renewed Subscription
Credit Facility for a one-year term maturing on February 20, 2026.

 F- 43

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 There
are not and have not been any disagreements between us and our accountant on any matter of accounting principles, practices or financial
statement disclosure.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended, or the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our
Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were
effective at a reasonable assurance level.

 Report
of Management on Internal Control Over Financial Reporting

 This
annual report does not include an annual report of management's assessment regarding internal control over financial reporting
or attestation report of our registered public accounting firm due to a transition period established by the rules of the Securities
and Exchange Commission for newly public companies.

 Internal
Control Over Financial Reporting

 There
have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not Applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
information required by this item will be contained in the Company's definitive Proxy Statement for its 2025 Annual Stockholder
Meeting, to be filed with the SEC within 120 days after December 31, 2024 and is incorporated herein by reference.

 ITEM
11. EXECUTIVE COMPENSATION

 The
information required by this item will be contained in the Company's definitive Proxy Statement for its 2025 Annual Stockholder
Meeting, to be filed with the SEC within 120 days after December 31, 2024 and is incorporated herein by reference.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The information required by this item will be
contained in the Company's definitive Proxy Statement for its 2025 Annual Stockholder Meeting, to be filed with the SEC within 120 days
after December 31, 2024 and is incorporated herein by reference.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
information required by this item will be contained in the Company's definitive Proxy Statement for its 2025 Annual Stockholder
Meeting, to be filed with the SEC within 120 days after December 31, 2024 and is incorporated herein by reference.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The
information required by this item will be contained in the Company's definitive Proxy Statement for its 2025 Annual Stockholder
Meeting, to be filed with the SEC within 120 days after December 31, 2024 and is incorporated herein by reference.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a) DOCUMENTS
FILED AS PART OF THIS REPORT

 The
following is a list of our consolidated financial statements included in this Annual Report on Form 10-K under Item 8 of Part II hereof:

 1. CONSOLIDATED
FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 Page

 Report
 of Independent Registered Public Accounting Firm

 Statements of Assets and Liabilities as of December 31, 2024 and 2023

 Statements of Operations for the years ended December 31, 2024, 2023 and 2022

 Statements of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

 Schedules of Investments as of December 31, 2024 and 2023

 Notes

 (b) EXHIBITS

 3.1

 Certificate
 of Incorporation (1)

 3.2

 Amended
 and Restated Bylaws (3)

 4.1

 Description
 of Securities (4)

 10.1

 Advisory Agreement (1)

 10.2

 Amendment
 to Investment Advisory Agreement (4)

 10.3

 Administration

 10.4

 License

 10.5

 Indemnification

 10.6

 Custody

 10.7

 Subscription

 10.8

 Subscription
 Credit Agreement (2)

 10.9

 Second
 Amendment to Subscription Credit Agreement (5)

 10.10

 Third Amendment to Subscription Credit Agreement (6)

 14.1

 Code of Ethics as amended November 9, 2023 *

 14.2

 Supplemental
 Antifraud Code of Ethics for Principal Officers and Senior Financial Officers (4)

 31.1*

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

 31.2*

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

 32.1*

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

 32.2*

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

 101.INS

 101.SCH

 Schema Document.*

 101.CAL

 Calculation Linkbase Document.*

 101.DEF

 Definition Linkbase Document.*

 101.LAB

 Label Linkbase Document.*

 101.PRE

 Presentation Linkbase Document.*

 Cover Page Interactive

 (1)

 from the Company's Amendment No. 1 to Form 10, as filed with the Securities and Exchange Commission on May 11, 2021.

 (2)

 from the Company's Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the Securities and Exchange
 Commission on March 3, 2022.

 (3)

 from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange
 Commission on August 15, 2022.

 (4)

 from the Company's Form 10-K, as filed with the Securities and Exchange Commission on March 13, 2023.

 (5)

 from the Company's Form 8-K, as filed with the Securities and Exchange Commission on February 28, 2024.

 (6)

 Incorporated by reference from the Company's Form 8-K, as filed
with the Securities and Exchange Commission on February 24, 2025.

 *

 Filed herewith

 ITEM
16. FORM 10-K SUMMARY

 None.

 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.

 Kayne DL 2021, Inc.

 Date: March 3, 2025

 /s/ Douglas
 L. Goodwillie

 Name:

 Douglas L. Goodwillie

 Title:

 Co-Chief Executive Officer

 (Co-Principal Executive Officer)

 Date: March 3, 2025

 /s/ Kenneth
 B. Leonard

 Name:

 Kenneth B. Leonard

 Title:

 Co-Chief Executive Officer

 (Co-Principal Executive Officer)

 Date: March 3, 2025

 /s/ Terry
 A. Hart

 Name:

 Terry A. Hart

 Title:

 Chief Financial Officer and Treasurer

 (Principal Financial and Accounting Officer)

 257 561 583 As of December 31, 2024, all investments are Level 3 holdings. See Note 5- Fair Value. As of such date, all investments are also non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company's outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
 As of December 31, 2023, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company's outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
 As of December 31, 2023, the tax cost of the Company's investments approximates their amortized cost.
 Loan contains a variable rate structure, that may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Funding Rate ("SOFR" or "S") (which can include one-, three- or six-month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate or "P").
 Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company's total assets. As of December 31, 2023, 2.4% of the Company's total assets were in non-qualifying investments.
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