Form 10-Q Steele Creek Capital For: Jun 30

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August 15, 2022 3:39 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2022

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

Commission File Number: 814-01351

STEELE CREEK CAPITAL CORPORATION

Maryland		85-1327288
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

210 S. College Street, Suite 1690, Charlotte, North Carolina		28244
(Address of principal executive offices)		(Zip Code)

(704) 343-6011

(Registrant’s telephone number, including area code)

Securities 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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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

Indicate 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

Indicate 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. ☐

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

As of August 15, 2022, the registrant had 5,415,228 shares of common stock, $0.001 par value per share, outstanding.

STEELE CREEK CAPITAL CORPORATION

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		1

Item 1.	Consolidated Financial Statements	1

	Consolidated Statements of Assets and Liabilities as of June 30, 2022 (unaudited) and December 31, 2021	1

	Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited)	2

	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2022 and 2021 (unaudited)	3

	Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited)	4

	Consolidated Schedules of Investments as of June 30, 2022 (unaudited) and December 31, 2021	5

	Notes to Consolidated Financial Statements (unaudited)	15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43

Item 4.	Controls and Procedures	43

PART II. OTHER INFORMATION		44

Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	44

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44

Item 3.	Defaults Upon Senior Securities	44

Item 4.	Mine Safety Disclosures	44

Item 5.	Other Information	44

Item 6.	Exhibits	45

Signatures		46

Part I. Financial Information

Item 1. Consolidated Financial Statements

Steele Creek Capital Corporation

Consolidated Statements of Assets and Liabilities

(in thousands, except per share data)

	June 30, 2022			December 31, 2021
	(unaudited)
Assets
Investments:
Non-controlled/non-affiliate company investments, at fair value (amortized cost of $139,722 and $106,443, respectively)	$	131,581		$	106,997
Cash		15,121			8,449
Receivable for investments sold		17,148			62,363
Prepaid expenses and other assets		435			151
Interest receivable		263			310
Total assets	$	164,548		$	178,270

Liabilities
Credit facility		86,300			70,380
Payable for investments purchased		28,165			58,872
Management fees payable		143			269
Interest payable		9			11
Incentive fees payable		-			309
Accounts payable and accrued expenses		529			312
Directors’ fees payable		-			17
Distributions payable		815			1,107
Total liabilities		115,961			131,277

Commitments and contingencies (Note 8)

Net Assets:
Common shares, $0.001 par value, 5,274,748 shares authorized, 5,274,748 and 4,311,321 shares issued and outstanding, respectively	$	5		$	4
Paid-in-capital in excess of par value		56,921			46,633
Total distributable earnings		(8,339	)		356
Total net assets	$	48,587		$	46,993

Total liabilities and net assets	$	164,548		$	178,270

Net asset value per share	$	9.21		$	10.90

The accompanying notes are an integral part of these consolidated financial statements

Steele Creek Capital Corporation

Consolidated Statement of Operations

(unaudited)

(in thousands, except per share data)

	Three months ended June 30, 2022			Six months ended June 30, 2022			Three months ended June 30, 2021			Six months ended June 30, 2021

Investment income:
Non-controlled/non-affiliate company investments:
Interest income	$	1,805		$	3,276		$	899		$	1,793
Other income		-			-			6			15
Total investment income		1,805			3,276			905			1,808

Expenses:
Management fees		414			845			451			740
Interest and debt financing expenses		499			844			273			511
Professional fees		79			157			139			298
Incentive fees		-			(110	)		95			205
Offering costs - paid by Moelis Asset		-			-			39			99
Administration expenses		55			103			37			75
Directors’ fees		20			40			22			42
Custody fees		8			15			8			15
Organizational costs		-			-			-			36
Organizational costs - paid by Moelis Asset		-			-			-			24
Other general and administrative expenses		245			414			6			55
Total expenses		1,320			2,308			1,070			2,100
Less: management fees waived		(271	)		(481	)		(216	)		(331	)
Incentive fee waiver reversal		-			-			(70	)		(135	)
Net expenses		1,049			1,827			784			1,634
Net investment income		756			1,449			121			174

Realized and unrealized (loss) gain on investments:
Net realized gain on non-controlled/non-affiliate company investments		59			166			597			1,325
Net change in unrealized (depreciation) appreciation on non-controlled/non-affiliate company investments		(7,430	)		(8,696	)		37			40

Total net realized and unrealized (loss) gain on investments		(7,371	)		(8,530	)		634			1,365

Net (decrease) increase in net assets resulting from operations	$	(6,615	)	$	(7,081	)	$	755		$	1,539

Per share data:
Net investment income per share - basic and diluted	$	0.15		$	0.29		$	0.04		$	0.06
Net (decrease) increase in net assets resulting from operations per share - basic and diluted	$	(1.28	)	$	(1.42	)	$	0.25		$	0.54
Weighted average shares outstanding - basic and diluted		5,157			4,980			3,081			2,868

The accompanying notes are an integral part of these consolidated financial statements

Steele Creek Capital Corporation

Consolidated Statements of Changes in Net Assets

(unaudited)

(in thousands, except per share data)

	Three months ended June 30, 2022			Six months ended June 30, 2022			Three months ended June 30, 2021			Six months ended June 30, 2021
Operations
Net investment income	$	756		$	1,449		$	121		$	174
Net realized gain on investments		59			166			597			1,325
Net change in unrealized (depreciation) appreciation on investments		(7,430	)		(8,696	)		37			40
Net (decrease) increase in net assets resulting from operations		(6,615	)		(7,081	)		755			1,539

Distributions to Stockholders
Distributions of realized income		(815	)		(1,615	)		(465	)		(901	)

Capital Share Transactions
Issuance of common shares		3,182			10,290			11,808			12,608

Organizational and offering costs
Contributions for organizational and offering costs		-			-			-			36
Deferred offering costs		-			-			39			86
		-			-			39			122

Net Assets
Net (decrease) increase in net assets during the period		(4,248	)		1,594			12,137			13,368
Net assets at beginning of period		52,835			46,993			29,571			28,340
Net assets at end of period		48,587			48,587			41,708			41,708

Capital Share Activity
Issuance of common shares		311			964			1,076			1,149
Shares issued and outstanding at beginning of period		4,964			4,311			2,706			2,633
Shares issued and outstanding at end of period		5,275			5,275			3,782			3,782

The accompanying notes are an integral part of these consolidated financial statements

Steele Creek Capital Corporation

Consolidated Statement of Cash Flows

(unaudited)

(in thousands, except per share data)

	Six months ended June 30, 2022			Six months ended June 30, 2021

Cash flows from operating activities:
Net (decrease) increase in net assets resulting from operations	$	(7,081	)	$	1,539

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities
Purchase of investments		(119,872	)		(312,303	)
Proceeds from sales of investments and paydowns		86,862			270,591
Payment in-kind interest income		-			(4	)
Adjustment from Moelis Asset for organizational and offering costs		-			36
Amortization of premium/accretion of discount, net		(104	)		(78	)
Net realized (gain) loss on investments		(166	)		(1,325	)
Net change in unrealized depreciation (appreciation) on investments		8,696			(40	)
Changes in operating assets and liabilities:
Receivable for investments sold		45,215			(65,913	)
Prepaid expenses and other assets		(284	)		38
Interest receivable		47			(75	)
Payable for investments purchased		(30,707	)		77,898
Management fees payable		(126	)		236
Interest payable		(2	)		(34	)
Inventive fees payable		(309	)		69
Accounts payable and accrued expenses		217			37
Directors’ fees payable		(17	)		4
Net cash used in operating activities		(17,631	)		(29,324	)

Cash flows from financing activities:
Proceeds from issuance of common shares		10,290			12,608
Proceeds from issuance of debt		15,920			17,200
Payments of offering costs		-			86
Stockholder distributions paid		(1,907	)		(862	)
Payments of deferred financing costs		-			-
Net cash provided by financing activities		24,303			29,032

Net increase in Cash		6,672			(292	)
Cash, beginning of period		8,449			3,206
Cash, end of period	$	15,121		$	2,914

Supplemental disclosure of Cash Flow Information:
Operating Activities:
Interest paid	$	846		$	545

The accompanying notes are an integral part of these consolidated financial statements

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

June 30, 2022

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Par Amount		Amortized Cost		Fair Value		% of Net Assets ⁽³⁾
Non-controlled/Non-Affiliate Investments -270.8% of Shareholder’s Equity (3)
Investments made in United States Companies
Aerospace & Defense
Amentum Government Services Holdings LLC	First Lien - Term Loan	2/15/29		4.50	%	S + 4.00%		0.50	%		866		862		828		1.6	%
HDT Holdco, Inc.	First Lien - Term Loan	6/30/27		6.50	%	L + 5.75%		0.75	%		541		527		508		1.0	%
MAG DS Corp.	First Lien - Term Loan	4/1/27		6.50	%	L + 5.50%		1.00	%		931		894		856		1.8	%
Peraton Corp.	First Lien - Term Loan	2/1/28		4.50	%	L + 3.75%		0.75	%		970		966		915		1.9	%
Propulsion (BC) Midco SARL	First Lien - Term Loan	2/12/29		4.50	%	S + 4.00%		0.50	%		1,000		995		950		2.0	%
Setanta Aircraft Leasing DAC	First Lien - Term Loan	11/2/28		2.00	%	L + 2.00%		0.00	%		1,000		998		954		2.0	%
Spirit Aerosystems, Inc. (fka Mid-Western Aircraft Systems, Inc and Onex Wind Finance LP.)	First Lien - Term Loan	1/15/25		4.25	%	L + 3.75%		0.50	%		989		986		966		2.0	%
Vertex Aerospace Services Corp.	First Lien - Term Loan	12/6/28		4.75	%	L + 4.00%		0.75	%		998		993		950		2.0	%
Total Aerospace & Defense													7,221		6,927		14.3	%

Automotive
Autokiniton US Holdings, Inc.	First Lien - Term Loan	4/6/28		5.00	%	L + 4.50%		0.50	%		1,491		1,479		1,379		2.9	%
First Brands Group, LLC	First Lien - Term Loan	3/30/27		6.00	%	L + 5.00%		1.00	%		992		993		947		1.9	%
Holley Inc.	First Lien - Term Loan	11/17/28		4.50	%	L + 3.75%		0.75	%		934		935		884		1.8	%
Total Automotive													3,407		3,210		6.6	%

Banking, Finance, Insurance & Real Estate
AssuredPartners, Inc.	First Lien - Term Loan	2/12/27		4.00	%	S + 3.50%		0.50	%		998		995		933		1.9	%
Baldwin Risk Partners, LLC	First Lien - Term Loan	10/14/27		4.00	%	L + 3.50%		0.50	%		1,102		1,090		1,051		2.2	%
Blackstone Mortgage Trust, Inc.	First Lien - Term Loan	4/23/26		4.00	%	S + 3.50%		0.50	%		853		841		827		1.7	%
Citadel Securities T/L B (01/21)	First Lien - Term Loan	2/2/28		2.50	%	L + 2.50%		0.00	%		1,247		1,205		1,203		2.5	%
Deerfield Dakota Holding, LLC	First Lien - Term Loan	4/9/27		4.75	%	S + 3.75%		1.00	%		997		993		937		1.9	%
DRW Holdings, LLC	First Lien - Term Loan	2/24/28		3.75	%	L + 3.75%		0.00	%		893		889		859		1.8	%
FinCo I LLC	First Lien - Term Loan	6/27/25		2.50	%	L + 2.50%		0.00	%		491		491		469		1.0	%
HIG Finance 2 Limited	First Lien - Term Loan	11/12/27		4.00	%	L + 3.25%		0.75	%		1,481		1,481		1,402		2.8	%
IMA Financial Group, Inc.	First Lien - Term Loan	11/1/28		4.25	%	L + 3.75%		0.50	%		498		491		471		1.0	%
Jane Street Group, LLC	First Lien - Term Loan	1/26/28		2.75	%	L + 2.75%		0.00	%		990		981		954		2.0	%
KREF Holdings X LLC	First Lien - Term Loan	9/1/27		4.00	%	L + 3.50%		0.50	%		498		498		473		1.0	%
LendingTree, Inc.	First Lien - Term Loan	9/15/28		4.50	%	L + 3.75%		0.75	%		1,500		1,487		1,411		2.8	%
Newport Parent, Inc.	First Lien - Term Loan	12/10/27		7.50	%	L + 6.50%		1.00	%		481		465		464		1.0	%
Paysafe Group Holdings II Limited	First Lien - Term Loan	6/28/28		3.25	%	L + 2.75%		0.50	%		995		963		918		1.9	%
Resolute Investment Managers, Inc.	First Lien - Term Loan	4/30/24		5.25	%	L + 4.25%		1.00	%		706		702		660		1.4	%
Russell Investments US Institutional Holdco, Inc.	First Lien - Term Loan	5/30/25		4.50	%	L + 3.50%		1.00	%		1,583		1,567		1,482		2.9	%
Ryan Specialty Group, LLC	First Lien - Term Loan	9/1/27		3.75	%	L + 3.00%		0.75	%		494		496		476		1.0	%
Total Banking, Finance, Insurance & Real Estate													15,635		14,990		30.8	%

Capital Equipment
American Trailer World Corp.	First Lien - Term Loan	3/3/28		4.50	%	L + 3.75%		0.75	%		990		981		855		1.8	%
DMT Solutions Global Corporation	First Lien - Term Loan	7/2/24		7.50	%	L + 7.50%		0.00	%		706		707		669		1.4	%
DS Parent, Inc.	First Lien - Term Loan	12/10/28		6.50	%	L + 5.75%		0.75	%		975		947		938		1.9	%
Energy Acquisition LP	First Lien - Term Loan	6/26/25		4.25	%	L + 4.25%		0.00	%		1,165		1,151		1,067		2.2	%
Novae LLC	First Lien - Term Loan	12/22/28		5.75	%	S + 5.00%		0.75	%		776		769		734		1.5	%
Novae LLC	First Lien - Delayed Draw Loan	12/22/28		5.75	%	S + 5.00%		0.75	%		222		220		210		0.4	%
Total Capital Equipment													4,775		4,473		9.2	%

Chemicals, Plastics, & Rubber
Albaugh, LLC	First Lien - Term Loan	2/16/29		4.75	%	S + 3.75%		1.00	%		208		206		200		0.4	%
Bakelite UK Intermediate Ltd.	First Lien - Term Loan	5/29/29		4.50	%	S + 4.00%		0.50	%		1,000		995		932		1.9	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

June 30, 2022

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Par Amount		Amortized Cost		Fair Value			% of Net Assets ⁽³⁾
DCG Acquisition Corp.	First Lien - Term Loan	9/30/26		4.50	%	L + 4.50%		0.00	%		1,234		1,237		1,160			2.4	%
Sparta U.S. Holdco LLC	First Lien - Term Loan	8/2/28		4.25	%	L + 3.50%		0.75	%		498		495		476			1.0	%
Total Chemicals, Plastics, & Rubber													2,933		2,768			5.7	%

Construction & Building
Janus International Group, LLC	First Lien - Term Loan	2/12/25		4.25	%	L + 3.25%		1.00	%		890		892		844			1.7	%
Michael Baker International, LLC	First Lien - Term Loan	12/1/28		5.75	%	L + 5.00%		0.75	%		995		986		970			2.0	%
Smyrna Ready Mix Concrete, LLC	First Lien - Term Loan	3/23/29		4.75	%	S + 4.25%		0.50	%		1,250		1,213		1,159			2.4	%
Total Construction & Building													3,091		2,973			6.1	%

Consumer Goods: Durable
Hunter Douglas Holding B.V.	First Lien - Term Loan	2/26/29		4.00	%	S + 3.50%		0.50	%		1,000		995		865			1.8	%
LHS Borrower, LLC	First Lien - Term Loan	2/16/29		5.25	%	S + 4.75%		0.50	%		998		988		864			1.8	%
Mannington Mills, Inc.	First Lien - Term Loan	8/6/26		3.75	%	L + 3.75%		0.00	%		434		434		404			0.8	%
Pelican Products, Inc.	First Lien - Term Loan	12/29/28		4.75	%	L + 4.25%		0.50	%		995		992		930			1.9	%
Total Consumer Goods: Durable													3,409		3,063			6.3	%

Consumer Goods: Non-Durable
Conair Holdings LLC	First Lien - Term Loan	5/17/28		4.25	%	L + 3.75%		0.50	%		1,143		1,138		962			2.0	%
Total Consumer Goods: Non-Durable													1,138		962			2.0	%

Containers, Packaging & Glass
Canister International Group Inc.	First Lien - Term Loan	12/21/26		4.75	%	L + 4.75%		0.00	%		491		489		473			1.0	%
Clydesdale Acquisition Holdings, Inc.	First Lien - Term Loan	4/13/29		4.75	%	S + 4.25%		0.50	%		1,500		1,463		1,408			2.9	%
Pactiv Evergreen Inc.	First Lien - Term Loan	9/22/28		4.00	%	L + 3.50%		0.50	%		995		967		935			1.9	%
Plaze, Inc.	First Lien - Term Loan	8/3/26		4.50	%	L + 3.75%		0.75	%		664		657		621			1.3	%
Sabert Corporation	First Lien - Term Loan	12/10/26		5.50	%	L + 4.50%		1.00	%		1,176		1,174		1,120			2.3	%
Total Containers, Packaging & Glass													4,750		4,557			9.4	%

Energy: Electricity
Astoria Energy LLC	First Lien - Term Loan	12/10/27		4.50	%	L + 3.50%		1.00	%		965		962		912			1.9	%
Hamilton Projects Acquiror, LLC	First Lien - Term Loan	6/17/27		5.25	%	L + 4.50%		0.75	%		966		947		928			1.9	%
Total Energy: Electricity													1,909		1,840			3.8	%

Energy: Oil & Gas
AL NGPL Holdings, LLC	First Lien - Term Loan	4/14/28		4.75	%	L + 3.75%		1.00	%		707		712		690			1.4	%
CQP Holdco LP	First Lien - Term Loan	6/5/28		4.25	%	L + 3.75%		0.50	%		1,238		1,232		1,170			2.4	%
Lucid Energy Group II Borrower, LLC	First Lien - Term Loan	11/22/28		5.00	%	L + 4.25%		0.75	%		2,491		2,460		2,465			5.1	%
Prairie ECI Acquiror LP	First Lien - Term Loan	3/11/26		4.75	%	L + 4.75%		0.00	%		500		491		469			1.0	%
Total Energy: Oil & Gas													4,895		4,794			9.9	%

Forest Products & Paper
Schweitzer-Mauduit International, Inc.	First Lien - Term Loan	4/20/28		4.50	%	L + 3.75%		0.75	%		990		982		941			1.9	%
Total Forest Products & Paper													982		941			1.9	%

Healthcare & Pharmaceuticals
Alvogen Pharma US, Inc.	First Lien - Term Loan	12/29/23		6.25	%	L + 5.25%		1.00	%		950		927		839			1.7	%
ANI Pharmaceuticals, Inc.	First Lien - Term Loan	11/19/27		6.75	%	L + 6.00%		0.75	%		995		983		957			2.0	%
ASP Navigate Acquisition Corp.	First Lien - Term Loan	10/6/27		5.50	%	L + 4.50%		1.00	%		992		993		940			1.9	%
Athletico Management, LLC	First Lien - Term Loan	2/15/29		4.75	%	S + 4.25%		0.50	%		500		484		476			1.0	%
Aveanna Healthcare LLC	First Lien - Term Loan	7/17/28		4.25	%	L + 3.75%		0.50	%		403		402		357			0.7	%
Aveanna Healthcare LLC (4)	First Lien - Delayed Draw Loan	7/17/28		4.25	%	L + 3.75%		0.50	%		94		-		(11	)		0.0	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

June 30, 2022

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Par Amount		Amortized Cost		Fair Value			% of Net Assets ⁽³⁾
Bayou Intermediate II, LLC	First Lien - Term Loan	8/2/28		5.25	%	L + 4.50%		0.75	%		995		991		948			2.0	%
Carestream Dental Technology Parent Limited	First Lien - Term Loan	9/2/24		5.00	%	L + 4.50%		0.50	%		688		683		657			1.4	%
CCRR Parent, Inc.	First Lien - Term Loan	3/6/28		4.50	%	L + 3.75%		0.75	%		988		983		934			1.9	%
Confluent Health, LLC	First Lien - Term Loan	11/30/28		4.50	%	L + 4.00%		0.50	%		787		784		737			1.5	%
Confluent Health, LLC (5)	First Lien - Delayed Draw Loan	11/30/28		4.50	%	L + 4.00%		0.50	%		170		33		22			0.0	%
FC Compassus, LLC	First Lien - Term Loan	12/31/26		5.00	%	L + 4.25%		0.75	%		1,234		1,232		1,098			2.4	%
Global Medical Response, Inc.	First Lien - Term Loan	10/2/25		5.25	%	L + 4.25%		1.00	%		493		486		459			0.9	%
Golden State Buyer, Inc.	First Lien - Term Loan	6/21/26		5.50	%	L + 4.75%		0.75	%		953		946		899			1.8	%
Help at Home, LLC	First Lien - Term Loan	10/29/27		6.00	%	L + 5.00%		1.00	%		877		866		841			1.7	%
Help at Home, LLC	First Lien - Delayed Draw Loan	10/29/27		6.00	%	L + 5.00%		1.00	%		111		110		106			0.2	%
Onex TSG Intermediate Corp.	First Lien - Term Loan	2/28/28		5.50	%	L + 4.75%		0.75	%		990		974		926			1.9	%
PDS Holdco Inc.	First Lien - Term Loan	8/18/28		5.25	%	L + 4.50%		0.75	%		1,354		1,348		1,269			2.6	%
PDS Holdco Inc. (6)	First Lien - Delayed Draw Loan	8/18/28		5.25	%	L + 4.50%		0.75	%		138		134		125			0.3	%
Revspring, Inc. (fka Dantom Systems, Inc.)	First Lien - Term Loan	10/11/25		4.25	%	L + 4.25%		0.00	%		1,011		1,005		971			2.0	%
SCP Eye Care Services LLC (4)	First Lien - Delayed Draw Loan	3/16/28		5.25	%	L + 4.50%		0.75	%		148		-		(6	)		0.0	%
SCP Eye Care Services LLC	First Lien - Term Loan	3/16/28		5.25	%	L + 4.50%		0.75	%		844		842		808			1.7	%
TTF Holdings, LLC	First Lien - Term Loan	3/31/28		5.00	%	L + 4.25%		0.75	%		635		631		611			1.3	%
U.S. Anesthesia Partners, Inc.	First Lien - Term Loan	10/2/28		4.75	%	L + 4.25%		0.50	%		1,105		1,100		1,034			2.1	%
US Radiology Specialists, Inc. (US Outpatient Imaging Services, Inc.)	First Lien - Term Loan	12/15/27		5.75	%	L + 5.25%		0.50	%		998		988		885			1.8	%
Zelis Cost Management Buyer, Inc.	First Lien - Term Loan	9/30/26		3.50	%	L + 3.50%		0.00	%		422		419		398			0.8	%
Zotec Partners, LLC	First Lien - Term Loan	2/14/24		4.75	%	L + 3.75%		1.00	%		14		14		14			0.0	%
Total Healthcare & Pharmaceuticals													18,358		17,294			35.6	%

High Tech Industries
Boxer Parent Company Inc.	First Lien - Term Loan	10/2/25		3.75	%	L + 3.75%		0.00	%		166		157		155			0.3	%
Casa Systems, Inc.	First Lien - Term Loan	12/20/23		5.00	%	L + 4.00%		1.00	%		1,488		1,488		1,416			2.9	%
CE Intermediate I, LLC	First Lien - Term Loan	11/10/28		4.50	%	L + 4.00%		0.50	%		998		988		943			1.9	%
ConnectWise, LLC	First Lien - Term Loan	9/29/28		4.00	%	L + 3.50%		0.50	%		995		991		914			1.9	%
Ingram Micro Inc.	First Lien - Term Loan	6/30/28		4.00	%	L + 3.50%		0.50	%		990		981		939			1.9	%
LogMeIn, Inc.	First Lien - Term Loan	8/31/27		4.75	%	L + 4.75%		0.00	%		988		966		758			1.6	%
Monotype Imaging Holdings Inc.	First Lien - Term Loan	10/9/26		5.75	%	L + 5.00%		0.75	%		727		724		702			1.4	%
Project Leopard Holdings, Inc.	First Lien - Term Loan	7/7/23		5.75	%	L + 4.75%		1.00	%		653		652		650			1.3	%
Project Leopard Holdings, Inc.	First Lien - Term Loan	7/7/23		5.75	%	L + 4.75%		1.00	%		2,230		2,225		2,220			4.6	%
Quest Software US Holdings Inc.	First Lien - Term Loan	2/1/29		4.75	%	S + 4.25%		0.50	%		1,500		1,486		1,339			2.8	%
Rocket Software, Inc.	First Lien - Term Loan	11/28/25		4.25	%	L + 4.25%		0.00	%		383		379		357			0.7	%
Rocket Software, Inc.	First Lien - Term Loan	11/28/25		4.75	%	L + 4.25%		0.50	%		109		106		101			0.2	%
Seattle SpinCo, Inc.	First Lien - Term Loan	2/26/27		4.50	%	S + 4.00%		0.50	%		1,209		1,198		1,103			2.3	%
VeriFone Systems, Inc.	First Lien - Term Loan	8/20/25		4.00	%	L + 4.00%		0.00	%		1,392		1,377		1,259			2.6	%
Vision Solutions, Inc. (Precisely Software Incorporated)	First Lien - Term Loan	4/24/28		4.75	%	L + 4.00%		0.75	%		991		989		901			1.9	%
Watlow Electric Manufacturing Company	First Lien - Term Loan	3/2/28		4.25	%	L + 3.75%		0.50	%		346		344		325			0.7	%
Total High Tech Industries													15,051		14,082			29.0	%

Hotel, Gaming & Leisure
Arcis Golf LLC	First Lien - Term Loan	11/24/28		4.75	%	L + 4.25%		0.50	%		998		988		965			2.0	%
Fertitta Entertainment, LLC	First Lien - Term Loan	1/29/29		4.50	%	S + 4.00%		0.50	%		998		995		923			1.9	%
Herschend Entertainment Company, LLC	First Lien - Term Loan	8/28/28		4.25	%	L + 3.75%		0.50	%		200		198		191			0.4	%
Sabre GLBL Inc.	First Lien - Term Loan	12/17/27		4.00	%	L + 3.50%		0.50	%		440		439		413			0.8	%
Sabre GLBL Inc.	First Lien - Term Loan	12/17/27		4.00	%	L + 3.50%		0.50	%		276		275		259			0.5	%
Scientific Games International, Inc.	First Lien - Term Loan	4/16/29		3.50	%	S + 3.00%		0.50	%		1,000		993		952			2.0	%
United AirLines, Inc.	First Lien - Term Loan	4/21/28		4.50	%	L + 3.75%		0.75	%		988		983		923			1.9	%
Total Hotel, Gaming & Leisure													4,871		4,626			9.5	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

June 30, 2022

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Par Amount		Amortized Cost		Fair Value		% of Net Assets ⁽³⁾
Media: Advertising, Printing & Publishing
Oceankey (U.S.) II Corp.	First Lien - Term Loan	12/15/28		4.00	%	L + 3.50%		0.50	%		998		988		943		1.9	%
Thryv, Inc.	First Lien - Term Loan	3/1/26		9.50	%	L + 8.50%		1.00	%		1,071		1,066		1,050		2.2	%
Total Media: Advertising, Printing & Publishing													2,054		1,993		4.1	%

Media: Broadcasting & Subscription
LCPR Loan Financing LLC	First Lien - Term Loan	10/16/28		3.75	%	L + 3.75%		0.00	%		500		502		485		1.0	%
Sinclair Television Group, Inc.	First Lien - Term Loan	4/13/29		3.75	%	S + 3.75%		0.00	%		750		728		694		1.4	%
Total Media: Broadcasting & Subscription													1,230		1,179		2.4	%

Retail
Apro, LLC	First Lien - Term Loan	11/14/26		4.50	%	L + 3.75%		0.75	%		1,333		1,326		1,250		2.6	%
EG Group Limited	First Lien - Delayed Draw Loan	3/31/26		4.75	%	L + 4.25%		0.50	%		992		985		942		1.9	%
Great Outdoors Group, LLC	First Lien - Term Loan	3/6/28		4.50	%	L + 3.75%		0.75	%		985		981		901		1.9	%
Rent-A-Center, Inc.	First Lien - Term Loan	2/17/28		3.75	%	L + 3.25%		0.50	%		584		584		528		1.1	%
Total Retail													3,876		3,621		7.5	%

Services: Business
Access CIG, LLC	First Lien - Term Loan	2/27/25		3.75	%	L + 3.75%		0.00	%		1,359		1,351		1,287		2.7	%
Ahead DB Holdings, LLC	First Lien - Term Loan	10/18/27		4.50	%	L + 3.75%		0.75	%		990		990		934		1.9	%
Artera Services, LLC	First Lien - Term Loan	3/6/25		4.50	%	L + 3.50%		1.00	%		990		984		788		1.6	%
Congruex Group LLC	First Lien - Term Loan	5/3/29		6.50	%	S + 5.75%		0.75	%		1,000		975		965		2.0	%
DTI Holdco, Inc.	First Lien - Term Loan	4/26/29		5.50	%	S + 4.75%		0.75	%		1,250		1,226		1,174		2.4	%
Energize Holdco LLC	First Lien - Term Loan	12/8/28		4.25	%	L + 3.75%		0.50	%		875		871		826		1.7	%
Go Daddy Operating Company, LLC (GD Finance Co, Inc.)	First Lien - Term Loan	8/10/27		2.00	%	L + 2.00%		0.00	%		1,496		1,446		1,442		3.0	%
Indy US Bidco, LLC	First Lien - Term Loan	3/6/28		3.75	%	L + 3.75%		0.00	%		494		492		460		0.9	%
Mermaid Bidco Inc. (Datasite)	First Lien - Term Loan	12/22/27		4.25	%	L + 3.50%		0.75	%		991		988		922		1.9	%
Misys Limited	First Lien - Term Loan	6/13/24		4.50	%	L + 3.50%		1.00	%		994		996		899		1.8	%
Phoenix Services International LLC	First Lien - Term Loan	3/1/25		4.75	%	L + 3.75%		1.00	%		1,466		1,462		1,114		2.3	%
Pitney Bowes Inc.	First Lien - Term Loan	3/17/28		4.00	%	L + 4.00%		0.00	%		988		979		946		1.9	%
Presidio Holdings Inc.	First Lien - Term Loan	1/22/27		3.50	%	L + 3.50%		0.00	%		1,000		1,000		950		2.0	%
Sitel Group	First Lien - Term Loan	8/28/28		4.25	%	L + 3.75%		0.50	%		1,489		1,482		1,435		3.0	%
Skopima Consilio Parent LLC	First Lien - Term Loan	5/12/28		4.50	%	L + 4.00%		0.50	%		993		987		912		1.9	%
Tempo Acquisition, LLC	First Lien - Term Loan	8/31/28		3.50	%	S + 3.00%		0.50	%		993		990		943		1.9	%
UST Global Inc	First Lien - Term Loan	11/20/28		4.25	%	L + 3.75%		0.50	%		995		990		951		2.0	%
VM Consolidated, Inc.	First Lien - Term Loan	3/26/28		3.25	%	L + 3.25%		0.00	%		2		2		2		0.0	%
Total Services: Business													18,211		16,950		34.9	%

Services: Consumer
Cimpress plc	First Lien - Term Loan	5/17/28		4.00	%	L + 3.50%		0.50	%		990		982		919		1.9	%
St. George’s University Scholastic Services T/L B (06/21)		2/10/29		3.75	%	L + 3.25%		0.50	%		249		238		236		0.5	%
WW International, Inc.	First Lien - Term Loan	4/13/28		4.00	%	L + 3.50%		0.50	%		945		941		750		1.5	%
Total Services: Consumer													2,161		1,905		3.9	%

Telecommunications
Avaya Inc.	First Lien - Term Loan	12/15/27		4.25	%	L + 4.25%		0.00	%		850		840		638		1.3	%
CCI Buyer, Inc.	First Lien - Term Loan	12/17/27		4.75	%	L + 4.00%		0.75	%		988		980		904		1.9	%
ConvergeOne Holdings, Corp.	First Lien - Term Loan	1/4/26		5.00	%	L + 5.00%		0.00	%		1,481		1,459		1,274		2.5	%
Digi International Inc.	First Lien - Term Loan	11/1/28		5.50	%	L + 5.00%		0.50	%		838		823		808		1.7	%
Mavenir Systems, Inc.	First Lien - Term Loan	8/18/28		5.25	%	L + 4.75%		0.50	%		1,496		1,483		1,399		2.9	%
Maxar Technologies Inc.	First Lien - Term Loan	6/14/29		4.75	%	S + 4.25%		0.50	%		1,000		955		951		2.0	%
Plantronics, Inc.	First Lien - Term Loan	7/2/25		2.50	%	L + 2.50%		0.00	%		577		571		569		1.2	%
Syniverse Holdings, LLC	First Lien - Term Loan	5/13/27		7.50	%	S + 7.00%		0.50	%		1,000		960		889		1.8	%
Venga Finance S.a r.l.	First Lien - Term Loan	12/3/28		5.50	%	L + 4.75%		0.75	%		1,000		970		935		1.9	%
Zayo Group Holdings, Inc.	First Lien - Term Loan	3/9/27		3.00	%	L + 3.00%		0.00	%		1,000		996		926		1.9	%
Total Telecommunications													10,037		9,293		19.1	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

June 30, 2022

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Par Amount		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Transportation: Cargo
Carriage Purchaser, Inc.	First Lien - Term Loan	9/30/28		5.00	%	L + 4.25%		0.75	%		993		988		910		1.9	%
Daseke Companies, Inc.	First Lien - Term Loan	3/9/28		4.75	%	L + 4.00%		0.75	%		988		983		923		1.9	%
Echo Global Logistics, Inc.	First Lien - Term Loan	11/23/28		4.25	%	L + 3.75%		0.50	%		998		995		934		1.9	%
Kenan Advantage Group, Inc.,The	Second Lien - Term Loan	9/1/27		8.00	%	L + 7.25%		0.75	%		1,000		983		915		1.9	%
Stonepeak Taurus Lower Holdings LLC	Second Lien - Term Loan	1/28/30		7.50	%	S + 7.00%		0.50	%		2,000		1,972		1,860		3.8	%
Total Transportation: Cargo													5,921		5,542		11.4	%

Transportation: Consumer
Avolon TLB Borrower 1 (US) LLC	First Lien - Term Loan	12/1/27		2.75	%	L + 2.25%		0.50	%		616		597		587		1.2	%
First Student Bidco Inc.	First Lien - Term Loan	7/21/28		3.50	%	L + 3.00%		0.50	%		363		362		326		0.7	%
First Student Bidco Inc.	First Lien - Term Loan	7/21/28		3.50	%	L + 3.00%		0.50	%		135		134		121		0.2	%
Safe Fleet Holdings LLC	First Lien - Term Loan	2/16/29		4.25	%	S + 3.75%		0.50	%		641		638		601		1.2	%
Total Transportation: Consumer													1,731		1,635		3.3	%

Utilities: Electric
PG&E Corporation	First Lien - Term Loan	6/23/25		3.50	%	L + 3.00%		0.50	%		490		488		464		1.0	%
Total Utilities: Electric													488		464		1.0	%

Utilities: Oil & Gas
AL GCX Holdings, LLC	First Lien - Term Loan	5/17/29		4.25	%	S + 3.75%		0.50	%		90		90		88		0.2	%
Total Utilities: Oil & Gas													90		88		0.2	%

Total Investments made in United States Companies													138,224		130,170		267.9	%

Investments made in Luxembourg Companies
Containers, Packaging & Glass
Mar Bidco S.a r.l.	First Lien - Term Loan	6/28/28		4.75	%	L + 4.25%		0.50	%		14		14		13		0.0	%
Total Containers, Packaging & Glass													14		13		0.0	%

Telecommunications
Zacapa S.a r.l.	First Lien - Term Loan	3/22/29		4.75	%	S + 4.25%		0.50	%		1,489		1,484		1,398		2.9	%
Total Telecommunications													1,484		1,398		2.9	%

Total Investments made in Luxembourg Companies													1,498		1,411		2.9	%

Total Non-controlled/Non-Affiliate Investments												$	139,722	$	131,581		270.8	%

(1)

All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940 (the “1940 Act”). The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s voting securities and “controlled” when the Company owns more than 25% of the portfolio company’s voting securities. The provisions of the 1940 Act also classify investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when the Company owns less than 5% of a portfolio company’s voting securities and “affiliated” when the Company owns 5% or more of a portfolio company’s voting securities.

(2)

The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) which reset monthly or quarterly. For each such investment, the Fund has provided the spread over LIBOR and the current contractual interest rate in effect at June 30, 2022. As of June 30, 2022, rates for 1M L, 3M L and 6M L are 1.79%, 2.29%, and 2.94% respectively. Due to uncertainties with LIBOR, investments are starting to transition from LIBOR to Secured Overnight Financing Rate (“SOFR” or “S”). As of June 30, 2022, rates for 1M S, 3M S and 6M S are 1.69%, 2.12%, and 2.63% respectively.

(3)	Percentages are based on net assets of $48,587 as of June 30, 2022.

(4)	Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

(5)	Of the entire $169,752 commitment to Confluent Health, LLC, $136,650 was unfunded as of June 30, 2022.

(6)	Of the entire $138,354 commitment to PDS Holdco, Inc., $4,167 was unfunded as of June 30, 2022.

The accompanying notes are an integral part of these consolidated financial statements

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2021

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Par Amount		Amortized Cost			Fair Value		% of Net Assets⁽³⁾
Non-controlled/Non-Affiliate Investments - 227.70% of Shareholder’s Equity (3)
Investments made in United States Companies
Aerospace & Defense
Amentum Government Services Holdings LLC	First Lien - Term Loan	2/1/27		5.50	%	L + 4.75%		0.75	%		993	$	976		$	994		2.1	%
HDT Holdco, Inc.	First Lien - Term Loan	6/30/27		6.50	%	L + 5.75%		0.75	%		975		947			966		2.1	%
MAG DS Corp.	First Lien - Term Loan	4/1/27		6.50	%	L + 5.50%		1.00	%		953		913			877		1.9	%
Peraton Corp.	First Lien - Term Loan	2/1/28		4.50	%	L + 3.75%		0.75	%		993		988			995		2.1	%
Setanta Aircraft Leasing DAC	First Lien - Term Loan	11/2/28		2.14	%	L + 2.00%		0.14	%		1,000		998			1,001		2.1	%
Spirit Aerosystems, Inc. (fka Mid-Western Aircraft Systems, Inc and Onex Wind Finance LP.)	First Lien - Term Loan	1/15/25		4.25	%	L + 3.75%		0.50	%		994		991			996		2.1	%
Vertex Aerospace Services Corp.	First Lien - Term Loan	12/6/28		4.75	%	L + 4.00%		0.75	%		1,000		995			1,000		2.1	%
Total Aerospace & Defense													6,808			6,829		14.5	%

Automotive
Autokiniton US Holdings, Inc.	First Lien - Term Loan	4/6/28		5.00	%	L + 4.50%		0.50	%		995		993			998		2.1	%
First Brands Group, LLC	First Lien - Term Loan	3/30/27		6.00	%	L + 5.00%		1.00	%		997		997			1,004		2.2	%
Total Automotive													1,990			2,002		4.3	%

Banking, Finance, Insurance & Real Estate
Baldwin Risk Partners, LLC	First Lien - Term Loan	10/14/27		4.00	%	L + 3.50%		0.50	%		1,108		1,094			1,103		2.4	%
DRW Holdings, LLC	First Lien - Term Loan	2/24/28		3.85	%	L + 3.75%		0.10	%		902		898			900		1.9	%
FinCo I LLC	First Lien - Term Loan	6/27/25		2.60	%	L + 2.50%		0.10	%		494		493			493		1.0	%
HIG Finance 2 Limited	First Lien - Term Loan	11/12/27		4.00	%	L + 3.25%		0.75	%		1,489		1,489			1,484		3.2	%
Jane Street Group, LLC	First Lien - Term Loan	1/26/28		2.85	%	L + 2.75%		0.10	%		995		986			989		2.1	%
KREF Holdings X LLC	First Lien - Term Loan	9/1/27		3.69	%	L + 3.50%		0.19	%		500		500			501		1.1	%
LendingTree, Inc.	First Lien - Term Loan	8/24/28		4.15	%	L + 4.00%		0.15	%		1,500	$	(14	)		1		0.0	%
Newport Parent, Inc.	First Lien - Term Loan	12/10/27		7.50	%	L + 6.50%		1.00	%		488		470			490		1.0	%
Resolute Investment Managers, Inc.	First Lien - Term Loan	4/30/24		5.25	%	L + 4.25%		1.00	%		711		706			713		1.5	%
Russell Investments US Institutional Holdco, Inc.	First Lien - Term Loan	5/30/25		4.50	%	L + 3.50%		1.00	%		1,000		991			1,001		2.1	%
Ryan Specialty Group, LLC	First Lien - Term Loan	9/1/27		3.75	%	L + 3.00%		0.75	%		496		498			497		1.1	%
Total Banking, Finance, Insurance & Real Estate													8,111			8,172		17.4	%

Capital Equipment
American Trailer World Corp.	First Lien - Term Loan	3/3/28		4.50	%	L + 3.75%		0.75	%		995		996			993		2.1	%
DMT Solutions Global Corporation	First Lien - Term Loan	7/2/24		8.50	%	L + 7.50%		1.00	%		728		730			713		1.5	%
DS Parent, Inc.	First Lien - Term Loan	12/10/28		6.50	%	L + 5.75%		0.75	%		2,000		1,940			1,955		4.2	%
Energy Acquisition LP	First Lien - Term Loan	6/26/25		4.35	%	L + 4.25%		0.10	%		1,169		1,153			1,162		2.5	%
Total Capital Equipment													4,819			4,823		10.3	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2021

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Par Amount		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Chemicals, Plastics, & Rubber
DCG Acquisition Corp.	First Lien - Term Loan	9/30/26		4.60	%	L + 4.50%		0.10	%		241		241		241		0.4	%
LSF11 A5 Holdco LLC	First Lien - Term Loan	10/15/28		4.25	%	L + 3.75%		0.50	%		500		500		500		1.1	%
Sparta U.S. Holdco LLC	First Lien - Term Loan	4/28/28		4.25	%	L + 3.50%		0.75	%		500		498		501		1.1	%
Total Chemicals, Plastics, & Rubber													1,239		1,242		2.6	%

Construction & Building
Janus International Group, LLC	First Lien - Term Loan	2/12/25		4.25	%	L + 3.25%		1.00	%		895		897		895		2.0	%
Michael Baker International, LLC	First Lien - Term Loan	12/1/28		5.75	%	L + 5.00%		0.75	%		1,000		990		1,010		2.1	%
Total Construction & Building													1,887		1,905		4.1	%

Consumer Goods: Durable
Mannington Mills, Inc.	First Lien - Term Loan	8/6/26		3.97	%	L + 3.75%		0.22	%		436		436		436		0.9	%
Pelican Products, Inc.	First Lien - Term Loan	12/29/28		4.75	%	L + 4.25%		0.50	%		1,000		996		997		2.1	%
Total Consumer Goods: Durable													1,432		1,433		3.0	%

Consumer Goods: Non-Durable
Conair Holdings LLC	First Lien - Term Loan	5/17/28		4.25	%	L + 3.75%		0.50	%		748		745		749		1.6	%
Total Consumer Goods: Non-Durable													745		749		1.6	%

Containers, Packaging & Glass
Canister International Group Inc.	First Lien - Term Loan	12/21/26		4.85	%	L + 4.75%		0.10	%		494		492		496		1.1	%
Plaze, Inc.	First Lien - Term Loan	8/3/26		4.50	%	L + 3.75%		0.75	%		668		659		663		1.4	%
Sabert Corporation	First Lien - Term Loan	11/26/26		5.50	%	L + 4.50%		1.00	%		706		702		707		1.5	%
Total Containers, Packaging & Glass													1,853		1,866		4.0	%

Energy: Electricity
Astoria Energy LLC	First Lien - Term Loan	12/10/27		4.50	%	L + 3.50%		1.00	%		983		979		982		2.1	%
Hamilton Projects Acquiror, LLC	First Lien - Term Loan	6/17/27		5.50	%	L + 4.50%		1.00	%		985		965		986		2.1	%
Total Energy: Electricity													1,944		1,968		4.2	%

Energy: Oil & Gas
AL NGPL Holdings, LLC	First Lien - Term Loan	4/14/28		4.75	%	L + 3.75%		1.00	%		748		753		754		1.6	%
ChampionX Holding Inc.	First Lien - Term Loan	6/3/27		6.00	%	L + 5.00%		1.00	%		925		918		938		2.0	%
CQP Holdco LP	First Lien - Term Loan	6/5/28		4.25	%	L + 3.75%		0.50	%		1,244		1,238		1,243		2.6	%
Lucid Energy Group II Borrower, LLC	First Lien - Term Loan	11/22/28		5.00	%	L + 4.25%		0.75	%		1,000		990		990		2.2	%
Navitas Midstream Midland Basin, LLC	First Lien - Term Loan	12/13/24		4.75	%	L + 4.00%		0.75	%		755		753		755		1.6	%
Prairie ECI Acquiror LP	First Lien - Term Loan	3/11/26		4.85	%	L + 4.75%		0.10	%		500		490		485		1.0	%
Total Energy: Oil & Gas													5,142		5,165		11.0	%

Forest Products & Paper
Schweitzer-Mauduit International, Inc.	First Lien - Term Loan	2/9/28		4.50	%	L + 3.75%		0.75	%		995		986		994		2.1	%
Total Forest Products & Paper													986		994		2.1	%

Healthcare & Pharmaceuticals
Alvogen Pharma US, Inc.	First Lien - Term Loan	12/29/23		6.25	%	L + 5.25%		1.00	%		975		944		935		2.0	%
ANI Pharmaceuticals, Inc.	First Lien - Term Loan	5/24/27		6.75	%	L + 6.00%		0.75	%		1,000		987		1,005		2.1	%
ASP Navigate Acquisition Corp.	First Lien - Term Loan	10/6/27		5.50	%	L + 4.50%		1.00	%		997		997		1,002		2.1	%
Aveanna Healthcare LLC	First Lien - Term Loan	6/30/28		4.25	%	L + 3.75%		0.50	%		405		403		403		0.9	%
Aveanna Healthcare LLC (5)	First Lien - Delayed Draw Loan	6/30/28		4.25	%	L + 3.75%		0.50	%		94		-		-		0.0	%
Bayou Intermediate II, LLC	First Lien - Term Loan	5/15/28		5.25	%	L + 4.50%		0.75	%		1,000		995		1,005		2.1	%
Carestream Dental Technology Parent Limited	First Lien - Term Loan	9/2/24		5.00	%	L + 4.50%		0.50	%		1,000		990		1,000		2.1	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2021

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Par Amount		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
CCRR Parent, Inc.	First Lien - Term Loan	3/6/28		4.50	%	L + 3.75%		0.75	%		992		988		993		2.1	%
Confluent Health, LLC	First Lien - Term Loan	11/30/28		4.10	%	L + 4.00%		0.10	%		789		785		790		1.7	%
Confluent Health, LLC (5)	First Lien - Delayed Draw Loan	11/30/28		4.10	%	L + 4.00%		0.10	%		170		-		-		0.0	%
FC Compassus, LLC	First Lien - Term Loan	12/31/26		5.00	%	L + 4.25%		0.75	%		990		988		991		2.1	%
Global Medical Response, Inc.	First Lien - Term Loan	9/24/25		5.25	%	L + 4.25%		1.00	%		495		487		494		1.1	%
Golden State Buyer, Inc.	First Lien - Term Loan	6/22/26		5.50	%	L + 4.75%		0.75	%		995		987		992		2.1	%
Help at Home, LLC	First Lien - Delayed Draw Loan	10/22/27		6.00	%	L + 5.00%		1.00	%		112		110		112		0.2	%
Help at Home, LLC	First Lien - Term Loan	10/20/27		6.00	%	L + 5.00%		1.00	%		881		870		882		1.9	%
Onex TSG Intermediate Corp.	First Lien - Term Loan	2/28/28		5.50	%	L + 4.75%		0.75	%		995		977		996		2.1	%
PDS Holdco Inc.	First Lien - Term Loan	8/18/28		5.25	%	L + 4.50%		0.75	%		1,361		1,354		1,363		3.0	%
PDS Holdco Inc. (4)	First Lien - Delayed Draw Loan	8/18/28		5.25	%	L + 4.50%		0.75	%		139		58		59		0.1	%
Revspring, Inc. (fka Dantom Systems, Inc.)	First Lien - Term Loan	10/3/25		4.47	%	L + 4.25%		0.22	%		515		513		517		1.1	%
SCP Eye Care Services LLC	First Lien - Term Loan	3/16/28		5.25	%	L + 4.50%		0.75	%		848		846		851		1.8	%
SCP Eye Care Services LLC (5)	First Lien - Delayed Draw Loan	3/16/28		4.65	%	L + 4.50%		0.15	%		148		-		-		0.0	%
TTF Holdings, LLC	First Lien - Term Loan	3/31/28		5.00	%	L + 4.25%		0.75	%		699		695		701		1.5	%
U.S. Anesthesia Partners, Inc.	First Lien - Term Loan	10/2/28		4.75	%	L + 4.25%		0.50	%		998		993		996		2.1	%
US Radiology Specialists, Inc. (US Outpatient Imaging Services, Inc.)	First Lien - Term Loan	12/15/27		5.75	%	L + 5.25%		0.50	%		1,000		993		1,001		2.1	%
Zotec Partners, LLC	First Lien - Term Loan	2/14/24		4.75	%	L + 3.75%		1.00	%		496		498		496		1.1	%
Total Healthcare & Pharmaceuticals													17,458		17,584		37.4	%

High Tech Industries
Casa Systems, Inc.	First Lien - Term Loan	12/20/23		5.00	%	L + 4.00%		1.00	%		1,496		1,496		1,465		3.1	%
CE Intermediate I, LLC	First Lien - Term Loan	11/10/28		4.50	%	L + 4.00%		0.50	%		1,000		990		994		2.1	%
ConnectWise, LLC	First Lien - Term Loan	9/29/28		4.00	%	L + 3.50%		0.50	%		1,000		995		999		2.1	%
Ingram Micro Inc.	First Lien - Term Loan	6/30/28		4.00	%	L + 3.50%		0.50	%		995		985		997		2.1	%
LogMeIn, Inc.	First Lien - Term Loan	8/31/27		4.86	%	L + 4.75%		0.11	%		990		970		986		2.1	%
Monotype Imaging Holdings Inc.	First Lien - Term Loan	10/9/26		5.75	%	L + 5.00%		0.75	%		998		993		1,000		2.1	%
Quest Software US Holdings Inc.	Second Lien - Term Loan	5/18/26		8.38	%	L + 8.25%		0.13	%		610		611		611		1.3	%
Rocket Software, Inc.	First Lien - Term Loan	11/28/25		4.75	%	L + 4.25%		0.50	%		109		107		109		0.3	%
Rocket Software, Inc.	First Lien - Term Loan	11/28/25		4.35	%	L + 4.25%		0.10	%		385		381		383		0.8	%
Ultra Clean Holdings, Inc.	First Lien - Term Loan	8/27/25		3.85	%	L + 3.75%		0.10	%		442		440		443		1.0	%
VeriFone Systems, Inc.	First Lien - Term Loan	8/20/25		4.18	%	L + 4.00%		0.18	%		1,487		1,469		1,464		3.1	%
Vision Solutions, Inc. (Precisely Software Incorporated)	First Lien - Term Loan	4/24/28		4.75	%	L + 4.00%		0.75	%		1,496		1,489		1,496		3.2	%
Watlow Electric Manufacturing Company	First Lien - Term Loan	3/2/28		4.25	%	L + 3.75%		0.50	%		347		346		347		0.7	%
Total High Tech Industries													11,272		11,294		24.0	%

Hotel, Gaming & Leisure
Arcis Golf LLC	First Lien - Term Loan	11/20/28		4.75	%	L + 4.25%		0.50	%		1,000		990		1,005		2.2	%
Herschend Entertainment Company, LLC	First Lien - Term Loan	8/28/28		4.25	%	L + 3.75%		0.50	%		201		199		201		0.4	%
Sabre GLBL Inc.	First Lien - Term Loan	12/17/27		4.00	%	L + 3.50%		0.50	%		277		277		274		0.6	%
Sabre GLBL Inc.	First Lien - Term Loan	12/17/27		4.00	%	L + 3.50%		0.50	%		442		441		437		0.9	%
United AirLines, Inc.	First Lien - Term Loan	4/21/28		4.50	%	L + 3.75%		0.75	%		993		988		998		2.1	%
Total Hotel, Gaming & Leisure													2,895		2,915		6.2	%

Media: Advertising, Printing & Publishing
Oceankey (U.S.) II Corp.	First Lien - Term Loan	12/15/28		4.00	%	L + 3.50%		0.50	%		1,000		990		998		2.1	%
Thryv, Inc.	First Lien - Term Loan	3/2/26		9.50	%	L + 8.50%		1.00	%		387		377		394		0.9	%
Total Media: Advertising, Printing & Publishing													1,367		1,392		3.0	%

Media: Broadcasting & Subscription
LCPR Loan Financing LLC	First Lien - Term Loan	10/16/28		3.86	%	L + 3.75%		0.11	%		500		502		503		1.1	%
Total Media: Broadcasting & Subscription													502		503		1.1	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2021

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Par Amount		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Metals & Mining
U.S. Silica Company	First Lien - Term Loan	5/1/25		5.00	%	L + 4.00%		1.00	%		496		477		486		1.0	%
Total Metals & Mining													477		486		1.0	%

Retail
Apro, LLC	First Lien - Term Loan	11/14/26		4.50	%	L + 3.75%		0.75	%		1,340		1,331		1,342		2.9	%
EG Group Limited	First Lien - Delayed Draw Loan	3/31/26		4.75	%	L + 4.25%		0.50	%		995		987		1,003		2.1	%
Great Outdoors Group, LLC	First Lien - Term Loan	3/6/28		4.50	%	L + 3.75%		0.75	%		990		985		992		2.1	%
Rent-A-Center, Inc.	First Lien - Term Loan	2/17/28		3.75	%	L + 3.25%		0.50	%		587		587		587		1.3	%
Total Retail													3,890		3,924		8.4	%

Services: Business
Access CIG, LLC	First Lien - Term Loan	2/27/25		3.84	%	L + 3.75%		0.09	%		363		362		362		0.8	%
Ahead DB Holdings, LLC	First Lien - Term Loan	10/18/27		4.50	%	L + 3.75%		0.75	%		995		995		998		2.1	%
Artera Services, LLC	First Lien - Term Loan	3/6/25		4.50	%	L + 3.50%		1.00	%		995		988		966		2.1	%
Energize Holdco LLC	First Lien - Term Loan	12/8/28		4.25	%	L + 3.75%		0.50	%		877		873		874		1.9	%
Indy US Bidco, LLC	First Lien - Term Loan	3/6/28		3.85	%	L + 3.75%		0.10	%		496		494		496		1.1	%
Mermaid Bidco Inc. (Datasite)	First Lien - Term Loan	12/22/27		4.50	%	L + 3.75%		0.75	%		996		993		1,000		2.1	%
Phoenix Services International LLC	First Lien - Term Loan	3/3/25		4.75	%	L + 3.75%		1.00	%		992		989		987		2.1	%
Pitney Bowes Inc.	First Lien - Term Loan	3/17/28		4.11	%	L + 4.00%		0.11	%		993		983		994		2.1	%
Presidio Holdings Inc.	First Lien - Term Loan	1/22/27		3.63	%	L + 3.50%		0.13	%		1,005		1,006		1,006		2.1	%
Sitel Group	First Lien - Term Loan	8/28/28		4.25	%	L + 3.75%		0.50	%		1,496		1,489		1,498		3.2	%
Skopima Consilio Parent LLC	First Lien - Term Loan	5/12/28		4.50	%	L + 4.00%		0.50	%		997		991		993		2.1	%
Tempo Acquisition, LLC	First Lien - Term Loan	8/31/28		3.50	%	L + 3.00%		0.50	%		998		995		1,002		2.1	%
UST Global Inc	First Lien - Term Loan	11/20/28		4.25	%	L + 3.75%		0.50	%		1,000		995		1,000		2.1	%
Total Services: Business													12,153		12,176		25.9	%

Services: Consumer
Cimpress plc	First Lien - Term Loan	5/17/28		4.00	%	L + 3.50%		0.50	%		995		986		996		2.1	%
WW International, Inc.	First Lien - Term Loan	4/13/28		4.00	%	L + 3.50%		0.50	%		945		941		937		2.0	%
Total Services: Consumer													1,927		1,933		4.1	%

Telecommunications
Avaya Inc.	First Lien - Term Loan	12/15/27		4.36	%	L + 4.25%		0.11	%		850		839		854		1.8	%
CCI Buyer, Inc.	First Lien - Term Loan	12/17/27		4.50	%	L + 3.75%		0.75	%		992		984		995		2.1	%
ConvergeOne Holdings, Corp.	First Lien - Term Loan	1/4/26		5.10	%	L + 5.00%		0.10	%		1,489		1,464		1,461		3.1	%
Digi International Inc.	First Lien - Term Loan	12/22/28		5.50	%	L + 5.00%		0.50	%		857		840		851		1.8	%
Mavenir Systems, Inc.	First Lien - Term Loan	8/18/28		5.25	%	L + 4.75%		0.50	%		1,500		1,485		1,502		3.2	%
Plantronics, Inc.	First Lien - Term Loan	7/2/25		2.60	%	L + 2.50%		0.10	%		1,000		988		981		2.1	%
Syniverse Holdings, Inc.	Second Lien - Term Loan	3/9/23		10.00	%	L + 9.00%		1.00	%		1,250		1,252		1,243		2.7	%
Syniverse Holdings, Inc.	First Lien - Term Loan	3/9/23		6.00	%	L + 5.00%		1.00	%		495		489		493		1.0	%
Venga Finance S.a r.l.	First Lien - Term Loan	12/4/28		5.50	%	L + 4.75%		0.75	%		1,000		970		983		2.1	%
Zayo Group Holdings, Inc.	First Lien - Term Loan	3/9/27		3.10	%	L + 3.00%		0.10	%		1,000		995		988		2.1	%
Total Telecommunications													10,306		10,351		22.0	%

Transportation: Cargo
Carriage Purchaser, Inc.	First Lien - Term Loan	10/31/28		5.00	%	L + 4.25%		0.75	%		997		993		999		2.1	%
Daseke Companies, Inc.	First Lien - Term Loan	3/9/28		4.75	%	L + 4.00%		0.75	%		992		988		994		2.1	%
Echo Global Logistics, Inc.	First Lien - Term Loan	11/23/28		4.25	%	L + 3.75%		0.50	%		1,000		998		998		2.1	%
Kenan Advantage Group, Inc.,The	Second Lien - Term Loan	9/1/27		8.00	%	L + 7.25%		0.75	%		1,000		981		999		2.1	%
WWEX UNI TopCo Holdings, LLC	First Lien - Term Loan	7/26/28		5.00	%	L + 4.25%		0.75	%		1,210		1,198		1,214		2.7	%
Total Transportation: Cargo													5,158		5,204		11.1	%

Transportation: Consumer
First Student Bidco Inc.	First Lien - Term Loan	7/21/28		3.50	%	L + 3.00%		0.50	%		365		363		364		0.8	%
First Student Bidco Inc.	First Lien - Term Loan	7/21/28		3.50	%	L + 3.00%		0.50	%		135		134		134		0.3	%
Total Transportation: Consumer													497		498		1.1	%

STEELE CREEK CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2021

(in thousands, except per share data)

Description ⁽¹⁾	Investment Type	Maturity	Interest Rate ⁽²⁾			Basis Point Spread Above Index ⁽²⁾	Interest Rate Floor / Base Rate ⁽²⁾			Par Amount		Amortized Cost		Fair Value		% of Net Assets⁽³⁾
Utilities: Electric
PG&E Corporation	First Lien - Term Loan	6/23/25		3.50	%	L + 3.00%		0.50	%		493		490		488		1.0	%
Total Utilities: Electric													490		488		1.0	%

Total Investments made in United States Companies													105,348		105,896		225.4	%

Investments made in Luxembourg Companies
Containers, Packaging & Glass
Mar Bidco S.a r.l.	First Lien - Term Loan	6/28/28		4.75	%	L + 4.25%		0.50	%		106		105		106		0.2	%
Total Containers, Packaging & Glass													105		106		0.2	%

Telecommunications
Zacapa S.A R.L.	First Lien - Term Loan	7/2/25		4.72	%	L + 4.50%		0.22	%		992		990		995		2.1	%
Total Telecommunications													990		995		2.1	%

Total Investments made in Luxembourg Companies													1,095		1,101		2.3	%

Total Non-controlled/Non-Affiliate Investments												$	106,443	$	106,997		227.7	%

(1)

(2)

(3)

Percentages are based on net assets of $46,993 as of December 31, 2021.

(4)

Of the entire $138,889 commitment to PDS Holdco Inc., $80,556 was unfunded as of December 31, 2021.

(5)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

The accompanying notes are an integral part of these consolidated financial statements

Steele Creek Capital Corporation

Notes to the Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share data)

1. ORGANIZATION

Steele Creek Capital Corporation (which is referred to as the “Company”, “we”, “us” and “our”) was originally organized as MSC Capital LLC as a Delaware limited liability company on June 3, 2020. The Company commenced operations as MSC Capital LLC on July 1, 2020. On October 7, 2020, MSC Capital LLC converted to a Maryland corporation. We are a closed-end externally managed, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). The Company will elect for federal income tax purposes to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”).

In September 2020, we formed a wholly-owned special purpose financing vehicle, Steele Creek Funding I, LLC (“Funding I”), a Delaware limited liability company.

Steele Creek Investment Management LLC (the “Investment Advisor” or “Administrator”) is our investment adviser and an affiliate of Moelis Asset Management LP (“Moelis Asset”). We entered into an Investment Advisory Agreement with the Investment Advisor who, subject to the supervision of our board of directors (the “Board”), manages the day-to-day operations and provides investment advisory services to the Company. The Company has no paid employees and the Investment Advisor has entered into an agreement (the “Custody Agreement”) to delegate certain administrative and custody functions to US Bank (the “Custodian”).

The Company is a financial services company that primarily invests in syndicated corporate bank loans, bonds, other debt securities, and structured products. The investment objective is to generate high current income by investing primarily in fixed income instruments, including broadly syndicated bank loans, structured products, mezzanine financings and senior secured bonds.

The term “shares” herein refers to membership interest in the Company prior to conversion.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - The consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its consolidated subsidiaries. The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services-Investment Companies. The consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition as of and for the periods presented. All significant intercompany balances and transactions have been eliminated. Financial statements are prepared in accordance with GAAP for financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 or 10 of Regulation S-X. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the period presented, have been included. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”).

Use of Estimates - The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Investment Advisor to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from such estimates included in the consolidated financial statements.

Securities Transactions - Securities transactions are recorded on the trade date. The trade date for loans purchased in the “primary market” and for loans and other investments purchased in the “secondary market” is the date on which the transaction is entered. Cost is determined based on consideration given, adjusted for amortization of original issuance discounts (“OID”), market discounts and premiums.

Investment Income - For debt investments, we record interest income on the accrual basis to the extent that such amounts are expected to be collected. Where applicable, OID and purchased discounts and premiums are accreted into interest income using the effective interest method. Loan origination fees are deferred and accreted into interest income using the effective interest method. We record prepayment premiums on loans and other investments as interest income when such amounts are received. We stop accruing interest on investments when it is determined that interest is no longer collectible. For the three and six months ended June 30, 2022 and June 30, 2021, there were no loans in non-accrual status.

Expenses - Expenses include management fees, incentive fees, administrator fees, custody fees, legal fees, audit and tax service expenses, third-party valuation fees and other general and administrative expenses. Expenses are recognized on an accrual basis.

Organizational and offering costs - Organizational costs include costs relating to the formation and incorporation of the business and are expensed as incurred. Offering costs include legal fees and other costs pertaining to the registration statement and the private placement memorandum. Offering costs are deferred and amortized over a period of twelve months.

Realized Gain or Loss and Unrealized Gain or Loss - Realized gain or loss from an investment is recorded at the time of disposition and calculated using the weighted average cost method. Unrealized gain or loss reflects the changes in fair value of investments as determined in compliance with the Investment Advisor’s valuation policy.

Cash - The Company maintains its cash in a bank account, which, at times, may exceed federally insured limits. As of June 30, 2022, and December 31, 2021, our cash balance exceeded federally insured limits. The Investment Advisor continuously monitors the performance of the bank where the account is held in order to manage any risk associated with such account.

Earnings per share - The Company calculates earnings per share by dividing the net increase in net assets resulting from operations by the weighted average shares for the period.

Paid-in-capital in Excess of Par Value - The Company records the proceeds from the sale of its shares on a net basis to capital stock and paid-in capital in excess of par value, excluding all offering costs.

Fair Value of Financial Instruments - Assets and liabilities which qualify as financial instruments under relevant authoritative guidance are carried at fair value or contractual amounts approximating fair value.

Investment Classification - As required by the 1940 Act, investments are classified by level of control. “Control Investments” are defined as investments in portfolio companies that we are deemed to control, as defined in the 1940 Act. “Affiliate Investments” are investments in those companies that are affiliated companies, as defined in the 1940 Act, other than Control Investments. “Non-Control/Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, we are deemed to control a company in which we have invested if we own more than 25% of the voting securities of such company. We are deemed to be an affiliate of a company if we own 5% or more of the voting securities of such company. As of June 30, 2022 and December 31, 2021, all of our investments were Non-Control/Non-Affiliate investments.

Valuation of Investments - We value our investments in accordance with the 1940 Act and ASC Topic 820 – Fair Value Measurement and Disclosures, (“ASC Topic 820”) as determined in good faith by our Board based on the input of our Investment Advisor, the respective independent valuation firms, and the Audit Committee. ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC Topic 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. Investments are reflected on the Consolidated Statement of Assets and Liabilities at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the accompanying Consolidated Statement of Operations as “net change in unrealized appreciation on non-controlled/non-affiliate company investments.” Fair value is the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the exit price). Publicly-traded investments in active markets are reported at the market closing price. Investment transactions are recorded on a trade date basis (for publicly-traded investments and securities traded through dealer markets) or upon closing of the transaction (for private investments). The cost of an investment includes all costs incurred by the Company as part of the purchase of such investment. The difference between the initially recognized cost and the subsequent fair value measurement of an investment is reflected as “net change in unrealized appreciation on non-controlled/non-affiliate company investments” in the Consolidated Statement of Operations.

We value our investments in accordance with the Investment Advisor’s valuation policy. Valuations are prepared and approved by the valuation committee on a monthly basis.

Transfers of investments between different levels of the fair value hierarchy are recorded at the end of the period. For the three and six months ended June 30, 2022 and June 30, 2021 there were no transfers between levels.

Income Taxes - For the three and six months ended June 30, 2022 and June 30, 2021, we have complied with the requirements of Subchapter M of the Code and expect to be treated as a RIC for federal income tax purposes. In this regard, we account for income taxes using the asset and liability method prescribed by ASC Topic 740 – Income Taxes (“ASC Topic 740”). Under this method, income taxes are provided for amounts currently payable and for amounts deferred as tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Based upon our qualification and election to be treated as a RIC for federal income tax purposes, we typically do not incur any material federal income taxes. However, we may choose to retain a portion of our calendar year income, which may result in the imposition of an excise tax.

We recognize the effect of a tax position in our Consolidated Financial Statements in accordance with ASC Topic 740 when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not considered to satisfy the “more-likely-than-not” threshold would be recorded as a tax expense or benefit. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial statements. There were no tax accruals relating to uncertain tax positions and no amounts accrued for any related interest or penalties with respect to the period presented herein. The Company’s determinations regarding ASC Topic 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although the Company files both federal and state income tax returns, the Company’s major tax jurisdiction is federal.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gains recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

The 2021 and 2020 tax years for the Company are not yet closed and remain subject to examination by U.S. Federal, state and local tax authorities.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and 2021-01 on its consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual periods beginning after December 15, 2022. The Company is currently evaluating the impact of the adoption of ASU 2022-02 on its consolidated financial statements.

In June 2022, the FASB issued Accounting Standards Update, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

Pursuant to the investment advisory agreement between the Company and the Investment Advisor (the “Investment Advisory Agreement”), we have agreed to pay a fee for investment advisory and management services consisting of two components, a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee will ultimately be borne by our stockholders.

Our Investment Advisor has agreed to maintain a targeted annual distribution payment on shares of common stock outstanding on the relevant payment dates of 6.0% based on our net asset valuation per share and has agreed to waive all or a portion of the base management and income incentive fee, (quarterly) and the capital incentive fee (annually) where net investment income plus net realized capital gains is not sufficient to maintain the targeted annual distribution payment. The Advisor’s fees will be calculated in accordance with the Investment Advisory Agreement once the annual distribution payment has been earned with realized income.

Base Management Fee

The base management fee is calculated at a maximum annual rate of 1.0% of the average of the weighted average (based on the number of shares outstanding each day in the quarter) of our gross assets (including uninvested cash and cash equivalents) at the end of each of the two most recently completed calendar quarters. For each the quarter, the base management fee is calculated based on the average of our gross assets as of such quarter-end. The base management fee for any partial quarter is pro-rated based on the number of days actually elapsed in that quarter relative to the total number of days in such quarter.

Gross management fees for the three and six months ended June 30, 2022 were $414 thousand and $845 thousand, respectively. Net management fees for the three and six months ended June 30, 2022 were $143 thousand and $364 thousand, respectively. The Company elected to waive a portion of the management fee and charged management fees on investments rather than gross assets.

Gross management fees for the three and six months ended June 30, 2021 were $451 thousand and $740 thousand, respectively. Net management fees for the three and six months ended June 30, 2021 were $235 thousand and $409 thousand, respectively. The Company elected to waive a portion of the management fee and charged management fees on investments rather than gross assets.

Incentive Fee

The Incentive Fee will consist of an income-based component and a capital gains component.

The portion of the incentive fee based on income is determined and paid quarterly in arrears commencing with the first calendar quarter following the Company’s election to be regulated as a BDC, and equals 15% of the pre-incentive fee net investment income in excess of a 1.5% quarterly (or 6% annually) “hurdle rate.” There are no catch-up provisions applicable to income-based incentive fees under the Investment Advisory Agreement.

Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees the Company receives from portfolio companies) that the Company accrues, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the “Administration Agreement”) we have entered into with the Administrator, and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but excluding, for avoidance of doubt, the income-based incentive fee accrued under GAAP). Pre-incentive fee net investment income also includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Advisor is not under any obligation to reimburse the Company for any part of the income-based incentive fees it received that was based on accrued interest that the Company never actually received. Because of the structure of the incentive fee, it is possible that we may pay an incentive fee in a quarter where we incur a loss. For example, if we receive pre-incentive fee net investment income in excess of the Hurdle rate for a quarter, we will pay the applicable incentive fee even if we have incurred a loss in that quarter due to realized and unrealized capital losses.

The portion of the incentive fee based on capital-gains is payable at the end of each calendar year in arrears, equals 15% of cumulative realized capital gains from the date of the Company’s election to be regulated as a BDC to the end of each calendar year, less cumulative net realized capital losses and unrealized capital depreciation. We will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation. Also, it should be noted that while we accrue the capital incentive fee quarterly, the expense will fluctuate with the Company’s overall investment results and the expense will be finalized at year end.

In determining the capital gains incentive fee payable to the Investment Advisor, we calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the original cost of such investment since our inception. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the original cost of such investment since our inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the original cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments.

For the three and six months ended June 30, 2022, the Company did not charge an incentive fee. For the six months ended June 30, 2022, the company returned $110 thousand of accrued incentive fees. This reversal was necessary due to the company’s performance in the first quarter of 2022.

For the three and six months ended June 30, 2021, the Company waived a portion of the capital Incentive Fee to pay the 6% priority dividend. Gross capital incentive fees were $95 thousand and $205 thousand, respectively. After the waiver the net capital incentive fee was $25 thousand and $70 thousand, respectively.

Fee Waivers

On February 18, 2021, the Company and the Advisor executed a Waiver Letter (the “Waiver”), whereby the Advisor agrees to waive all or such portion of the Base Management Fee, the Income Incentive Fee and the Capital Incentive Fee (collectively the “Fees”) that they would otherwise be entitled to receive under the Investment Advisory Agreement, dated as of September 16, 2020 (the ‘Agreement”) for any quarter prior to a Liquidity Event to the extent required in order for the Company to earn a quarterly net investment income plus net realized capital gains to maintain an annual distribution payment of shares of common stock outstanding of 6.0%. The Company’s performance will impact the amount and timing of the fee waivers.

For the three and six months ended June 30, 2022 and June 30, 2021, the Board agreed upon a fee waiver to reduce the basis for the quarterly management fee from gross assets to investments. For the three and six months ended June 30, 2022 the Company waived $89 thousand and $224 thousand, respectively. For the three and six months ended June 30, 2021 the Company waived $216 thousand and $331 thousand, respectively. This fee waiver will be re-evaluated annually.

Additionally, the Company’s performance for the three and six months ended June 30, 2022 did not produce realized income sufficient to charge a full management fee. Therefore, the Company waived an additional $182 thousand and $257 thousand of management fees for the three and six months ended June 30, 2022, respectively. The Company waived $70 thousand and $135 thousand of incentive fees for the three and six months ended June 30, 2021, respectively.

Administration Agreement

The Administration Agreement provides that the Administrator will furnish us with office facilities and equipment and will provide us with clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under the Administration Agreement, the Administrator will perform, or oversee the performance of, our required administrative services, which will include being responsible for the financial and other records that we are required to maintain and preparing reports to our stockholders and reports and other materials filed with the SEC. In addition, the Administrator will assist us in determining and publishing our net asset value, oversee the preparation and filing of our tax returns and the printing and dissemination of reports and other materials to our stockholders, and generally oversee the payment of our expenses and the performance of administrative and professional services rendered to us by others. Under the Administration Agreement, the Administrator will also provide managerial assistance on our behalf to those portfolio companies that have accepted our offer to provide such assistance.

Under the Administration Agreement, we will reimburse the Administrator based upon our allocable portion (subject to the review and approval of our Board) of the Administrator’s overhead (including rent) in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer, and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. In addition, if requested to provide significant managerial assistance to our portfolio companies, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount we receive from such portfolio companies for providing this assistance. The Administration Agreement will have an initial term of two years and thereafter may be renewed annually with the approval of our Board. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that the Administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without any incremental profit to the Administrator.

Related Party Transactions

As of June 30, 2022, affiliates owned approximately 45% of the Company representing approximately $21,893 thousand of the Company’s net assets. As of December 31, 2021, affiliates owned approximately 55% of the Company representing approximately $25,901 thousand of the Company’s net assets.

For the three and six months ended June 30, 2022, Moelis Asset, parent of the Investment Advisor did not make a contribution to the Company. For the three months ended June 30, 2021, Moelis Asset, parent of the Investment Advisor did not make a contribution to the Company. For the six months ended June 30, 2021, Moelis Asset contributed approximately $36 thousand to pay organizational and offering costs incurred by the Company related to the formation of the entity, respectively. Moelis Asset has incurred these expenses and they will not be charged back to the Company.

Separate from the contributions made above, the Company may, from time to time, purchase investments from, or sell investments to affiliates of our Investment Advisor at fair value on the trade date. For the three and six months ended June 30, 2022 and June 30, 2021 there were no purchases of investments from or sales of investments to affiliates of our Investment Advisor.

Prior to the MSC Capital LLC’s conversion to a corporation and election to be treated as a BDC, it did not pay the Investment Advisor for the services it provided to MSC Capital LLC. Similarly, the affiliated directors and officers of the Company did not receive compensation from the Company. Upon conversion, the Company began accruing directors’ compensation for the three independent directors in accordance with the governing documents. For the three and six months ended June 30, 2022, the Company incurred $20 thousand and $40 thousand in directors’ fees expense, respectively. For the three and six months ended June 30, 2021, the Company incurred $22 thousand and $42 thousand in directors’ fees expense, respectively. On August 13, 2021, the Board agreed to make investments rather than gross assets the basis for their fee to be more in line with the waivers implemented for management fees.

The Company carries employment practices liability, directors and officers and errors and omission insurance. For the best interests of the Company, these policies are joint liability policies with Moelis Asset and its affiliates.

4. INVESTMENTS

Fair Value Measurements

We value our investments on a monthly basis at fair value in accordance with the 1940 Act and ASC Topic 820, which defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Due to the uncertainty inherent in the valuation process, estimates of fair value may differ significantly from the values that would have been used had a ready market for our investments existed, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on the investments to be different than the valuations currently assigned.

Investments for which observable market prices in active markets do not exist are reported at fair value, as determined by the Investment Advisor using the best information available. The amount determined to be fair value may incorporate the Investment Advisor’s own assumptions (including assumptions that the Investment Advisor believes market participants would use in valuing the investment, and assumptions relating to appropriate risk adjustments for non-performance and lack of marketability).

The fair values assigned to our investments are based upon available information and do not necessarily represent amounts which might ultimately be realized. Due to the absence of readily determinable fair values and the inherent uncertainty of valuations, the estimated fair values may differ significantly from values that would have been used had a ready market for the securities existed, and the differences could be material.

The guidance establishes a framework for measuring fair value, and requires enhanced disclosures about fair value measurements. The fair value hierarchy prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment, and the state of the marketplace (including the existence and transparency of transactions between market participants). Investments with readily-available actively quoted prices or for which fair value can be measured from actively-quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Investments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest) based on inputs:

Level 1 – Quoted prices (unadjusted) are available in active markets for identical investments that the Company has the ability to access as of the reporting date. The type of investments which would generally be included in Level 1 include listed equity securities and listed derivatives. The Company, to the extent that it holds such investments, does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. This may include valuations based on executed trades, broker quotations that constitute an executable price, and alternative pricing sources supported by observable inputs which, in each case, are either directly or indirectly observable for the asset in connection with market data at the measurement date.

Level 3 – Pricing inputs are unobservable for the investments and include situations where there is little, if any, market activity for the investments. The inputs into the determination of fair value require significant judgment or estimation by the Investment Advisor. In certain cases, investments classified within Level 3 may include securities for which we have obtained indicative quotes from broker-dealers that do not necessarily represent prices the broker may be willing to trade on.

The valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs. Our loans are predominately valued based on evaluated prices from a nationally recognized independent pricing service or from third-party brokers who make markets in such debt investments. When possible, we make inquiries of third-party pricing sources to understand their use of significant inputs and assumptions. We review the third-party fair value estimates and perform procedures to validate their reasonableness, including an analysis of the range and dispersion of third-party estimates, frequency of pricing updates, comparison of recent trade activity for similar securities, and review for consistency with market conditions observed as of the measurement date.

There may be instances when independent or third-party pricing sources are not available, or cases where we believe that the third-party pricing sources do not provide sufficient evidence to support a market participant’s view of the fair value of the debt investment being valued. These instances may result from an investment in a less liquid loan such as a middle market loan, a mezzanine loan or unitranche loan, or a loan to a company that has become financially distressed. In these instances, we may estimate the fair value based on a combination of a market yield valuation methodology and evaluated pricing discussed above, or solely based on a market yield valuation methodology. Under the market yield valuation methodology, we estimate the fair value based on a discounted cash flow technique. For these loans, the unobservable inputs used in the market yield valuation methodology to measure fair value reflect management’s best estimate of assumptions that would be used by market participants when pricing the investment in a hypothetical transaction, including estimated remaining life, current market yield and interest rate spreads of similar loans and securities as of the measurement date. We will estimate the remaining life based on market data for the average life of similar loans. However, if we have information that the loan is expected to be repaid in the near term, we would use an estimated remaining life based on the expected repayment date. The average life to be used to estimate the fair value of our loans may be shorter than the legal maturity of the loans since many loans are prepaid prior to the maturity date. The interest rate spreads used to estimate the fair value of our loans is based on current interest rate spreads of similar loans. If there is a significant deterioration of the credit quality of a loan, we may consider other factors that a hypothetical market participant would use to estimate fair value, including the proceeds that would be received in a liquidation analysis.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgement, and considers factors specific to the investment.

The following fair value hierarchy table sets forth our investments by level as of June 30, 2022:

	June 30, 2022
	Total		Level 1		Level 2		Level 3
Term Loans	$	131,581	$	-	$	131,581	$	-
Total Investments	$	131,581	$	-	$	131,581	$	-

The following fair value hierarchy table sets forth our investments by level as of December 31, 2021:

	December 31, 2021
	Total		Level 1		Level 2		Level 3
Term Loans	$	106,997	$	-	$	106,997	$	-
Total Investments	$	106,997	$	-	$	106,997	$	-

5. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2022:

	For the three months ended June 30, 2022			For the six months ended June 30, 2022
Numerator - net earnings	$	(6,615	)	$	(7,081	)
Denominator - weighted average shares		5,157			4,980
Net earnings per share	$	(1.28	)	$	(1.42	)

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2021:

	For the three months ended June 30, 2021		For the six months ended June 30, 2021
Numerator - net earnings	$	755	$	1,539
Denominator - weighted average shares		3,081		2,868
Net earnings per share	$	0.25	$	0.54

6. NET ASSETS

The Company has been actively fundraising since its inception. The table below summarizes the capital the Company has raised and the shares issued to investors during the six months ended June 30, 2022.

Date Closed	Capital Raised (in thousands)		Shares Issued
Balance at December 31, 2021	$	45,555		4,311,321
January 7, 2022		4,395		401,369
January 21, 2022		675		61,059
February 4, 2022		725		65,809
February 18, 2022		100		9,299
March 4, 2022		374		34,875
March 18, 2022		839		80,506
Balance at March 31, 2022	$	52,663		4,964,238
April 1, 2022		769		72,225
April 18, 2022		347		32,246
May 6, 2022		724		68,479
May 20, 2022		861		87,990
June 3, 2022		234		23,769
June 17, 2022		247		25,801
Balance at June 30, 2022	$	55,845		5,274,748

The table below summarizes the capital the Company has raised and the shares issued to investors during the six months ended June 30, 2021.

Date Closed	Capital Raised (in thousands)		Shares Issued
Balance at December 31, 2020	$	27,108		2,633,228
March 4, 2021		600		54,898
March 19, 2021		200		18,268
Balance at March 31, 2021		27,908		2,706,394
April 5, 2021		525		48,062
April 16, 2021		500		45,400
June 4, 2021		10,699		974,743
June 18, 2021		84		7,615
Balance at June 30, 2021		39,716		3,782,214

During the three and six months ended June 30, 2022, the Company issued 310,510 shares and 963,427 shares with an aggregate value of $3,182 thousand and $10,290 thousand, respectively. During the three and six months ended June 30, 2021, the Company issued 1,075,820 shares and 1,148,986 shares, with an aggregate value of $11,808 thousand and $12,608 thousand, respectively.

As of June 30, 2022, and December 31, 2021 the Company had 5,274,748 and 4,311,321 shares of common stock, $0.001 par value per share, outstanding, respectively.

7. CREDIT FACILITY

On October 13, 2020, Funding I entered into a two-year secured revolving Credit Agreement with BNP Paribas (“BNP”) as lender and administrative agent (the “BNP Credit Facility”) providing a maximum of $45,000 thousand (“Maximum Facility Amount”) to Funding I. During the Credit Facility’s revolving period (earlier of the termination by the borrower or twelve month anniversary of the closing date), it bears interest at London Interbank Offered Rate, or LIBOR, plus 175 basis points. The Company created a wholly owned subsidiary, Funding I, which it will use to hold the Company’s investments, and a first priority continuing security interest in, to and under each investment, all underlying investments and underlying assets has been granted to BNP to be used as collateral for the BNP Credit Facility. The Company began transferring investments into Steele Creek Funding I, LLC in October 2020.

Funding I is required to pay an administrative agent fee equal to $25 thousand per annum and a structuring fee equal to 0.25% of the Maximum Facility Amount paid on the twelve-month anniversary of the closing date. Additionally, an unused fee is payable quarterly in arrears in an amount equal to 0.70% on the actual daily unused amount greater than 20% of the Maximum Facility Amount under the BNP Credit Facility from April 13, 2021 to the end of the revolving period.

On April 29, 2021, Funding I executed an amendment to the BNP Credit Facility. The amendment solidified the LIBOR transition to Secured Overnight Financing Rate (“SOFR”) for the planned discontinuation of LIBOR. The amendment also increased the Individual Lender Maximum Facility Amount from $45,000 thousand to $80,000 thousand.

On October 28, 2021, the Company executed an additional amendment to the Credit Agreement. Material amendments included the revolving period being extended 36 months, from 12 months to 48 months and the interest rate being reduced from LIBOR plus 175 basis points to LIBOR plus 140 basis points. The advance rate was increased from 67.5% to 70% and expanded to include a triple C bucket with a 60% advance rate. The structuring fee was increased from 0.25% of the Maximum Facility Amount to 0.50% of the Maximum Facility Amount and will be paid in three equal installments (December 2021, December 2022, and December 2023). Updates were made to allow for more flexibility to move capital out of the facility subject to certain covenants. Except as described above, all other terms and provisions of the Agreement remain in full force and effect.

On March 22, 2022, the Company amended the Credit Agreement between Steele Creek Capital Funding I, LLC, BNP Paribas, and the Company as dated October 13, 2020 and as previously amended (the “Agreement”). Material amendments to the Agreement include the interest rate being converted from LIBOR plus 140 basis points to SOFR plus 140 basis points plus 15 basis points. In addition, the Individual Lender Maximum Facility Amount increased from $80,000 thousand to $95,000 thousand and the language and requirements related to the Agreed Upon Procedures provided by independent accountants were amended to be more appropriate for the underlying collateral.

As of June 30, 2022 and December 31, 2021, there was $86,300 thousand and $70,380 thousand outstanding, respectively, and $8,700 thousand and $9,620 thousand available, respectively, to be drawn under the BNP Credit Facility. As of June 30, 2022 and December 31, 2021, the BNP Credit Facility had a fair value of $86,300 thousand and $70,380 thousand, respectively and a weighted average interest rate of 2.32% and 1.84%, respectively. The fair value of the BNP Credit Facility is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions and is measured with Level 2 inputs. As of June 30, 2022 and December 31, 2021, Funding I was in compliance with all covenants of the BNP Credit Facility.

For the three and six months ended June 30, 2022, we incurred interest expense of $499 thousand and $844 thousand, respectively. The average debt outstanding for the three and six months ended June 30, 2022 was $82,683 thousand and $79,494 thousand, respectively.

For the three and six months ended June 30, 2021, we incurred interest expense of $273 thousand and $511 thousand, respectively. The average debt outstanding for the three and six months ended June 30, 2021 was $45,000 thousand and $43,463 thousand, respectively.

8. COMMITMENTS AND CONTINGENCIES

Commitments to extend credit include loan proceeds we are obligated to advance, such as delayed draws. Commitments generally have fixed expiration dates or other termination clauses. Unrealized gains or losses associated with unfunded commitments are recorded in the consolidated financial statements and reflected as an adjustment to the fair value of the related security in the Consolidated Schedule of Investments. The par amount of the unfunded commitments is not recognized by the Company until the commitment becomes funded. As of June 30, 2022 and December 31, 2021, the Company had unfunded commitments of $383 thousand and $2,051 thousand, respectively.

In the ordinary course of business, we may be a party to certain legal proceedings, including actions brought against us and others with respect to investment transactions. The outcomes of any such legal proceedings are uncertain and, as a result of these proceedings, the values of the investments to which they relate could decrease. We were not subject to any litigation against us as of June 30, 2022. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Members nor any other person or entity shall be obligated personally for any such debt, obligation or liability of the Company.

9. FINANCIAL HIGHLIGHTS

The following financial highlights are calculated for the shareholders as a whole.

	Six months ended June 30, 2022			Six months ended June 30, 2021
Per share data:
Net asset value at beginning of period	$	10.90		$	10.76
Net investment income ⁽¹⁾		0.29			0.06
Net realized gain ⁽¹⁾		0.03			0.46
Net change in unrealized (depreciation) appreciation ⁽¹⁾		(1.74	)		0.02
Net (decrease) increase in net assets resulting from operations ⁽¹⁾		(1.42	)		0.54
Stockholder distributions from income ⁽²⁾		(0.33	)		(0.33	)
Issuance of common shares		-			-
Other ⁽³⁾		0.06			0.06
Net asset value at end of period	$	9.21		$	11.03

Net assets at end of period	$	48,587		$	41,708
Shares outstanding at end of period		5,274,748			3,782,214
Total return ⁽²⁾		(12.90	)%		5.62	%

Ratio/Supplemental data:
Ratio of net expenses excluding waivers and reversals to average net assets ⁽⁴⁾		9.64	%		11.64	%
Ratio of net expenses including waivers and reversals to average net assets ⁽⁴⁾		8.67	%		10.24	%
Ratio of net investment income to average net assets ⁽⁴⁾		4.69	%		0.74	%

Portfolio turnover ⁽⁵⁾		71.0	%		324.9	%

(1)	The per share data was derived by using the weighted average shares outstanding during the period.
(2)	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. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at the quarter end NAV per share preceding the distribution. Return calculations are not annualized.
(3)	Includes the impact of different amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of a period end or transaction date.
(4)	Ratios are annualized.
(5)	Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the periods reported. Ratio is not annualized.

10. SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial statements other than those disclosed below.

On July 1, 2022, the Company issued and sold 61,107 shares of its common stock to certain investors for an aggregate offering price of $563 thousand. The sale of its common stock was made pursuant to subscription agreements between the Company and the investors, and the issuance of the common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

On July 15, 2022, the Company issued and sold 73,722 shares of its common stock to certain investors for an aggregate offering price of $673 thousand. The sale of its common stock was made pursuant to subscription agreements between the Company and the investors, and the issuance of the common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

On August 5, 2022, the Company issued and sold 5,651 shares of its common stock to certain investors for an aggregate offering price of $54 thousand. The sale of its common stock was made pursuant to subscription agreements between the Company and the investors, and the issuance of the common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

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

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,” “our,” or the “Company” refer to MSC Capital LLC prior to the Conversion (as defined herein), and Steele Creek Capital Corporation on and after the Conversion.

Forward-Looking Statements

Some of the statements in this report constitute 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 our company, our current and prospective portfolio investments, our industry, our beliefs and our 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. Our actual results could differ materially and these statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

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uncertainties associated with the coronavirus (“COVID-19”) pandemic, including the negative effect that the COVID-19 pandemic is having and is expected to have on the credit markets and the negative effect that the COVID-19 pandemic could have on our business;

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our future operating results;

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our business prospects and the prospects of our portfolio companies;

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the impact of investments that we expect to make;

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

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the ability of the Steele Creek Investment Management LLC (the “Investment Advisor”) to locate suitable investments for us and to monitor and administer our investments;

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

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

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the timing of cash flows, if any, from the operations of the companies in which we invest;

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the adequacy of our cash resources and working capital;

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the ability of the companies in which we invest to achieve their objectives;

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the dependence of our future success on the general economy and its effect on the industries in which we invest;

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our ability to maintain our qualification as a BDC and as a RIC under the Code;

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the use of borrowed money to finance a portion of our investments;

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

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

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our contractual arrangements and relationships with third parties;

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our expected financings and investments;

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the economic downturn, interest rate volatility, loss of key personnel, and the illiquid nature of our investments; and

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the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file with the U.S. Securities and Exchange Commission (“SEC”) in the future, including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In particular, statements herein about the effects of the COVID-19 pandemic on our business, results, financial position, and liquidity may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently estimated. In addition, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements.

Overview

We are a financial services company that primarily invests in syndicated corporate bank loans, bonds, other debt securities, and structured products. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC and intends to elect to be treated for U.S. federal income tax purposes, and to qualify annually thereafter, as a RIC under the Code. We were formed on June 3, 2020 as a Delaware limited liability company under the name MSC Capital LLC. MSC Capital LLC was formed by Steele Creek Investment Management LLC, Moelis Asset and two affiliates. On October 7, 2020, MSC Capital LLC converted to a Maryland corporation (the “Conversion”), named Steele Creek Capital Corporation. On September 3, 2020, we formed a wholly-owned consolidated special purpose financing vehicle, Steele Creek Capital Funding I, LLC, a Delaware limited liability company.

Our investment objective is to generate high current income by investing primarily in fixed income instruments, including broadly syndicated bank loans, structured products, mezzanine financings and senior secured bonds. We provide moderate liquidity to our shareholders by offering a quarterly share repurchase program. As of June 30, 2022, no shares have been tendered through the share repurchase program. Broadly syndicated loans are generally more liquid than directly originated investments and may provide more attractive financing terms than less liquid assets. Mezzanine financings are generally unrated or below investment grade rated investments that have greater credit and liquidity risk than more highly rated debt obligations. Moreover, mezzanine financings are generally unsecured and subordinate to other obligations of the obligor and are subject to many of the same risks as those associated with high-yield debt securities.

Revenues

We generate revenue primarily in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments. We generally expect our debt investments to bear interest at a floating rate usually determined on the basis of a benchmark such as LIBOR or SOFR. Interest on debt securities is generally payable quarterly or semi-annually. In some instances, we expect to receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments is expected to fluctuate significantly from period to period. Our portfolio activity is also expected to reflect the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of fees to our Investment Advisor under the Investment Advisory Agreement, our allocable portion of overhead and rental expenses under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

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our initial organization costs incurred prior to the commencement of our operations;

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operating costs incurred prior to the commencement of our operations;

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the cost of calculating our net asset value, including the cost of any third-party valuation services;

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the cost of effecting sales and repurchases of shares of our common stock and other securities, including in connection with the Private Offering;

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distribution and shareholder servicing fees payable to our dealer manager and financial intermediaries;

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fees payable to third parties relating to making investments, including our Investment Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;

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interest expense and other costs associated with our indebtedness;

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transfer agent and custodial fees;

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out-of-pocket fees and expenses associated with marketing efforts;

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federal and state registration fees and any stock exchange listing fees;

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U.S. federal, state and local taxes;

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Independent Directors’ fees and expenses;

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brokerage commissions and markups;

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fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;

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direct costs, such as printing, mailing, long distance telephone and staff;

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fees and expenses associated with independent audits and outside legal costs;

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costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and

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other expenses incurred by the Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject to the review and approval of our Board) of overhead, including rental expenses

From time to time, the Administrator or its affiliates may pay third-party providers of goods or services. We will reimburse the Administrator or such affiliates thereof for any such amounts paid on our behalf under the Administration Agreement. All of the foregoing expenses will ultimately be borne by our stockholders.

Our Investment Advisor is authorized to determine the broker to be used for each portfolio transaction. In selecting brokers to execute transactions, the Investment Advisor need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. In selecting brokers, the Investment Advisor may or may not negotiate “execution only” commission rates and thus we may be deemed to be paying for other services provided by the broker that are included in the commission rate. In negotiating commission rates, the Investment Advisor will take into account the financial stability and reputation of the broker and the brokerage, research and other services provided to us, the Investment Advisor and other customers of the Investment Advisor and its affiliates by such broker, even though we may not, in any particular instance, be the direct or indirect beneficiaries of the research or other services provided and the management fee payable to the Investment Advisor is not reduced because it receives such services. In addition, the Investment Advisor may direct commissions to certain brokers that on the foregoing basis may furnish other services to us, the Investment Advisor and other customers of the Investment Advisor and its affiliates, such as telephone lines, news and quotation equipment, electronic office equipment, account record keeping and clerical services, trading software, financial publications and economic consulting services. As a result of the brokerage practices described above, the levels of commission paid, and prices paid or received by us in portfolio transactions may be less favorable than in portfolio transactions effected on a best price and execution basis.

Compensation Paid to the Dealer Manager and Participating Financial Intermediaries

The Company has engaged S2K Financial LLC as dealer manager to assist with the placement of the Company’s shares (“Dealer Manager”). Investors will pay a maximum upfront sales load of up to 5.5% of the Company’s net asset value per share for combined upfront selling commissions and dealer manager fees. Investors will pay a maximum upfront selling commission of 3.0% and a maximum dealer manager fee of 2.5%. The purchase price paid by an investor will be the Company’s net asset value per share plus all upfront selling commissions and dealer manager fees. All or a portion of selling commissions and dealer manager fees may be reduced or eliminated in connection with certain categories of sales such as, without limitation, sales through investment advisers or sales to our affiliates.

The Company will pay to the Dealer Manager a shareholder servicing fee (“Shareholder Servicing Fee”) at a maximum annual rate equal to 0.0% of the Company’s net assets up to $28.2 million and of 1.0% of the Company’s net assets over $28.2 million. The Shareholder Servicing Fee will be payable on a monthly basis. With respect to each share sold, the Shareholder Servicing Fee will be paid until the third anniversary of the applicable month of purchase. All or a portion of which may be reallowed by the Dealer Manager to participating Financial Intermediaries. The purpose of the Shareholder Servicing Fee is to reimburse our Dealer Manager for costs incurred by selected Financial Intermediaries and investment representatives for providing ongoing shareholder services. The Shareholder Servicing Fee is paid pursuant to a Servicing Plan adopted by the Board, including a majority of the Independent Directors and who have no direct or indirect financial interest in the operation of the Servicing Plan or in any agreements entered into in connection therewith. The Servicing Plan will remain in effect for so long as such continuance is reapproved annually by the Board.

The Investment Advisor or its affiliates, in Investment Advisor’s discretion and from their own resources, will pay additional compensation to our Dealer Manager in connection with the sale and servicing of shares (“Additional Compensation”). In return for the Additional Compensation, the Company may receive certain marketing advantages. Our Dealer Manager may reallow all or a portion of the Additional Compensation to participating Financial Intermediaries. The Additional Compensation will not be paid by our shareholders.

Current Market Conditions

The syndicated loan market was not immune to the volatility witnessed across asset classes during the second quarter, driven by concerns regarding inflation, slowing economic growth, and supply-chain disruptions. Loan new issuance slowed significantly, at roughly half of Q1’s total volume and has led to a sizable calendar of underwritten loans held by arranging banks that are waiting to be syndicated. Retail loan mutual funds reported a $2.6 billion net outflow, while the institutional CLO market was rather resilient with $12.7 billion of new issuance for the quarter. The Credit Suisse Leveraged Loan Index returned -4.35% for the quarter, and the average bid price declined 542 basis points to 91.96. The U.S. institutional leveraged loan default rate rose to 0.9% at quarter end, up from 0.6% according to Fitch.

COVID-19 Developments

The rapid, worldwide spread of a novel strain of coronavirus (“COVID-19”) has continued global economic disruption and uncertainty. The impact of the COVID-19 outbreak has affected the global economy, the economies of individual countries, and the financial performance of individual issuers, sectors, industries, asset classes, and markets in significant and unforeseen ways. The COVID-19 pandemic and its effects may last for an extended period of time, and in either case could result in significant market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, and a substantial economic downturn or recession. The foregoing could disrupt the operations of the Company and its service providers, adversely affect the value and liquidity of the Company’s investments, and negatively impact the Company’s performance and your investment in the Company.

Portfolio and Investment Activity

As of June 30, 2022, our portfolio had a fair market value of approximately $131,581 thousand, a cost basis of approximately $139,722 thousand and was comprised of leveraged loans and equity securities, measured at fair value. Our loan portfolio consisted of 160 investments in 25 industries and in 2 domiciled countries. The following table depicts a summary of the portfolio as of June 30, 2022 (in thousands):

	Investments
Cost	$	139,722
Cumulative Net Unrealized Depreciation		(8,141	)
Fair Value	$	131,581
Yield at Cost		6.21	%

As of December 31, 2021, our portfolio had a fair market value of approximately $106,997 thousand, a cost basis of approximately $106,443 thousand and was comprised of leveraged loans, measured at fair value. Our loan portfolio consisted of 130 investments in 25 industries and in 2 domiciled countries. The following table depicts a summary of the portfolio as of December 31, 2021 (in thousands):

	Investments
Cost	$	106,443
Cumulative Net Unrealized Appreciation		554
Fair Value	$	106,997
Yield at Cost		4.90	%

As of June 30, 2022, 100% of the term loan investments in the portfolio bore interest at floating rates, with 83.1% of our loan portfolio (at fair value) and 83.0% of our loan portfolio (at cost) having an interest rate floor above 0.0%. The composition of our floating rate loan portfolio by interest rate floor as of June 30, 2022, was as follows (in thousands):

	June 30, 2022
Interest Rate Floor	Fair Value		% of Floating Rate Portfolio			Cost		% of Floating Rate Portfolio
0.00%	$	22,252		16.91	%	$	23,742		16.99	%
0.50%		51,369		39.04	%		54,672		39.13	%
0.75%		37,512		28.51	%		39,479		28.26	%
1.00%		20,448		15.54	%		21,829		15.62	%
	$	131,581		100.00	%	$	139,722		100.00	%

As of December 31, 2021, 100.0% of the investments in the portfolio bore interest at floating rates, with 80.8% of our loan portfolio (at fair value) and 80.8% of our loan portfolio (at cost) having an interest rate floor above 0.0%. The composition of our floating rate loan portfolio by interest rate floor as of December 31, 2021 was as follows (in thousands):

	December 31, 2021
Interest Rate Floor	Fair Value		% of Floating Rate Portfolio			Cost		% of Floating Rate Portfolio
0.00%	$	20,539		19.20	%	$	20,465		19.23	%
0.50%		29,680		27.74	%		29,515		27.73	%
0.75%		36,763		34.35	%		36,468		34.26	%
1.00%		20,015		18.71	%		19,995		18.78	%
	$	106,997		100.00	%	$	106,443		100.00	%

The portfolio is actively managed, with a turnover ratio of 71.0% for the six months ended June 30, 2022, our loan portfolio rotation was reflective of the active management style, which seeks to optimize the portfolio based on current market conditions by rotating into positions that have better relative values. Our level of turnover is due to the ramping of the portfolio and fundraising. This high level does provide an indication of the liquidity in our portfolio and the leverage loan market. The annualized average yield as of June 30, 2022 on the investment was 6.60%. The following tables depict the portfolio activity (in thousands):

	Three months ended June 30, 2022			Six months ended June 30, 2022
Fair Value, Beginning	$	128,455		$	106,997
Purchases		47,156			119,872
Sales and Repayments		(36,705	)		(86,862	)
Non-cash income accrual		46			104
Net realized gains		59			166
Net unrealized (depreciation) appreciation		(7,430	)		(8,696	)
Fair Value, Ending	$	131,581		$	131,581

	Three months ended June 30, 2021			Six months ended June 30, 2021
Fair Value, Beginning	$	71,106		$	67,811
Purchases		182,071			312,303
Sales and Repayments		(142,876	)		(270,591	)
Payment in-kind interest income		3			4
Non-cash income accrual		32			78
Net realized gains		597			1,325
Net unrealized (depreciation) appreciation		37			40
Fair Value, Ending	$	110,970		$	110,970

	Three months ended June, 2022			Six months ended June 30, 2022
Investments, Beginning		151			130
Purchases (new)		35			80
Complete exit		(26	)		(50	)
Investments, Ending		160			160

	Three months ended June, 2021			Six months ended June 30, 2021
Investments, Beginning		89			84
Purchases (new)		133			227
Complete exit		(85	)		(174	)
Investments, Ending		137			137

The portfolio was diversified across both issuers and industries with the average investment exposure in our loan portfolio of $822 thousand at fair value, or 0.6% of the total portfolio, as of the three months ended June 30, 2022. The following table shows the loan portfolio composition by industry grouping at fair value as a percentage of total loans as of June 30, 2022:

Industry	As of June 30, 2022
Healthcare & Pharmaceuticals		13.1	%
Services: Business		12.9	%
Banking, Finance, Insurance & Real Estate		11.4	%
High Tech Industries		10.7	%
Telecommunications		8.1	%
Aerospace & Defense		5.3	%
Transportation: Cargo		4.2	%
Energy: Oil & Gas		3.7	%
Hotel, Gaming & Leisure		3.5	%
Containers, Packaging & Glass		3.5	%
Capital Equipment		3.4	%
Retail		2.8	%
Automotive		2.4	%
Consumer goods: Durable		2.3	%
Construction & Building		2.3	%
Chemicals, Plastics & Rubber		2.1	%
Media: Advertising, Printing & Publishing		1.5	%
Services: Consumer		1.4	%
Energy: Electricity		1.4	%
Transportation: Consumer		1.2	%
Media: Broadcasting & Subscription		0.9	%
Consumer Goods: Non-durable		0.7	%
Forest Products & Paper		0.7	%
Utilities: Electric		0.4	%
Utilities: Oil & Gas		0.1	%
		100.0	%

The portfolio was diversified across both issuers and industries with the average investment exposure in our loan portfolio of $823 thousand at fair value, or 0.8% of the total portfolio, as of December 31, 2021. The following table shows the loan portfolio composition by industry grouping at fair value as a percentage of total loans as of December 31, 2021:

Industry	As of December 31, 2021
Healthcare & Pharmaceuticals		16.4	%
Services: Business		11.4	%
Telecommunications		10.6	%
High Tech Industries		10.6	%
Banking, Finance, Insurance & Real Estate		7.6	%
Aerospace & Defense		6.4	%
Transportation: Cargo		4.9	%
Energy: Oil & Gas		4.8	%
Capital Equipment		4.4	%
Retail		3.7	%
Hotel, Gaming & Leisure		2.7	%
Automotive		1.9	%
Containers, Packaging & Glass		1.8	%
Energy: Electricity		1.8	%
Services: Consumer		1.8	%
Construction & Building		1.8	%
Consumer goods: Durable		1.3	%
Media: Advertising, Printing & Publishing		1.3	%
Chemicals, Plastics, & Rubber		1.2	%
Forest Products & Paper		0.9	%
Consumer goods: Non-durable		0.7	%
Media: Broadcasting & Subscription		0.5	%
Transportation: Consumer		0.5	%
Utilities: Electric		0.5	%
Metals & Mining		0.5	%
		100.0	%

Results of Operations

Operating results were as follows (in thousands):

	Three months ended June 30, 2022			Six months ended June 30, 2022
Investment income:
Interest income	$	1,805		$	3,276
Total investment income		1,805			3,276

Expenses:
Management fees		414			845
Interest and debt financing expenses		499			844
Professional fees		79			157
Incentive fees		-			(110	)
Administration expenses		55			103
Directors’ fees		20			40
Custody fees		8			15
Other general and administrative expenses		245			414
Total expenses		1,320			2,308
Less: management fees waived		(271	)		(481	)
Net expenses		1,049			1,827
Net investment income		756			1,449
Net realized gain on investments		59			166
Net unrealized (depreciation) appreciation on investments		(7,430	)		(8,696	)
Net realized and unrealized (loss) gain on investments		(7,371	)		(8,530	)
Net (decrease) increase in net assets	$	(6,615	)	$	(7,081	)

	Three months ended June 30, 2021			Six months ended June 30, 2021
Investment income:
Interest income	$	899		$	1,793
Other income		6			15
Total investment income		905			1,808

Expenses:
Management fees		451			740
Interest and debt financing expenses		273			511
Professional fees		139			298
Incentive fees		95			205
Offering costs – paid by Moelis Asset		39			99
Administration expenses		37			75
Organization costs		-			36
Organizational costs – paid by Moelis Asset		-			24
Directors’ fees		22			42
Custody fees		8			15
Other general and administrative expenses		6			55
Total expenses		1,070			2,100
Less: management fees waived		(216	)		(331	)
Less: incentive fee waived		(70	)		(135	)
Net expenses		784			1,634
Net investment income		121			174
Net realized gain on investments		597			1,325
Net unrealized (depreciation) appreciation on investments		37			40
Net realized and unrealized (loss) gain on investments		634			1,365
Net (decrease) increase in net assets	$	755		$	1,539

Investment Income

Investment income is recorded on the accrual basis to the extent that such amounts are expected to be collected. Where applicable, OID and purchased discounts and premiums are accreted into interest income using the effective interest method. Loan origination fees are deferred and accreted into interest income using the effective interest method. We record prepayment premiums on loans and other investments as interest income when such amounts are received. Investment income for the three and six months ended June 30, 2022 was approximately $1,805 thousand and $3,276 thousand, respectively. Investment income for the three and six months ended June 30, 2021 are approximately $905 thousand and $1,808 thousand, respectively.

Total Expenses

Total expenses for the three and six months ended June 30, 2022 of approximately $1,320 thousand and $2,308 thousand, respectively, include management, incentive, audit and tax preparation fees, organizational costs, offering costs, interest and debt financing costs, directors’ fees, administration expenses and other general and administrative expenses. Total expenses for the three and six months ended June 30, 2021 were approximately $1,070 thousand and $2,100 thousand, respectively. Expenses are recognized on an accrual basis. Moelis Asset, parent of the Investment Advisor paid no organizational and offering costs incurred by the Company related to the formation of the entity for the three and six months ended June 30, 2022. For the three and six months ended June 30, 2021 Moelis Asset paid approximately $39 thousand and $123 thousand of organizational and offering costs incurred by the Company related to the formation of the entity, respectively, Moelis Asset will incur these expenses and they will not be charged back to the Company.

For the three and six months ended June 30, 2022, the Investment Advisor waived $271 thousand and $481 thousand of management fees. The actions taken by Moelis Asset and the Investment Advisor effectively reduced total expenses incurred by the Company for the three and six months ended June 30, 2022 of approximately $1,320 thousand to approximately $1,049 thousand and approximately $2,308 thousand to approximately $1,827 thousand, respectively.

For the three and six months ended June 20, 2021, the Investment Advisor waived $216 thousand and $331 thousand of management fees and $70 thousand and $135 thousand of incentive fees, respectively. The actions taken by Moelis Asset and the Investment Advisor effectively reduced total expenses incurred by the Company for the three and six months ended June 30, 2021 of approximately $1,070 thousand to $784 thousand and $2,100 thousand to $1,634 thousand, respectively.

Net Realized Gain on Investments

Sales and repayments of investments during the three and six months ended June 30, 2022 totaled approximately $36,705 thousand and $86,862 thousand, respectively, resulting in net realized gains of approximately $59 thousand and $166 thousand, respectively.

Sales and repayments of investments during the three and six months ended June 30, 2021 totaled approximately $142,876 thousand and $270,591 thousand resulting in net realized gains of approximately $597 thousand and $1,325 thousand, respectively.

Net Unrealized Appreciation or Depreciation on Investments

Unrealized depreciation during the three and six months ended June 30, 2022 totaled approximately $7,430 thousand and $8,696 thousand, respectively, reflects the changes in fair value of investments as determined in compliance with the Investment Advisor’s valuation policy. The unrealized appreciation during the three and six months ended June 30, 2021 that totaled approximately $37 thousand and $40 thousand, respectively, reflects the changes in fair value of investments as determined in compliance with the Investment Advisor’s valuation policy.

Taxes

We elected to be treated, and intend to qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, or investment company taxable income, determined without regard to any deduction for dividends paid.

Although not required for us to maintain our RIC tax status, in order to avoid the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute dividends for U.S. federal income tax purposes to our stockholders in respect of each calendar year of an amount at least equal to the Excise tax Avoidance Requirement.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gain recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

We have formed and expect to continue to form certain taxable subsidiaries, including the Taxable Subsidiary, which are taxed as corporations. These taxable subsidiaries allow us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from the net proceeds of any offering of shares of our common stock and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of the Private Offering. Our primary use of cash is investments in portfolio companies, payments of our expenses and payment of cash distributions to our stockholders.

Capital Contributions

For the three and six months ended June 30, 2022, the Company issued and sold 310,510 shares and 963,427 shares of Common Stock with a par value of $0.001 per share for an aggregate offering price of $3,182 thousand and $10,290 thousand, respectively. For the three and six months ended June 30, 2021, the Company issued and sold 1,075,820 shares and 1,148,986 shares of Common Stock with a par value of $0.001 per share for an aggregate offering price of $11,808 thousand and $12,608 thousand, respectively. The sale of its common stock was made pursuant to subscription agreements between the Company and the investors, and the issuance of the common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

Our shares of common stock constitute illiquid investments for which there is not, and will likely not be, a secondary market at any time prior to a public offering and listing of our shares on a national securities exchange. There can be no guarantee that we will conduct a public offering and list our shares on a national securities exchange. Investment in the Company is suitable only for sophisticated investors and requires the financial ability and willingness to be exposed to higher liquidity risk than would be the case were the securities publicly listed and actively traded.

We provide moderate liquidity to our shareholders by offering a quarterly share repurchase program. As of June 30, 2022, no shares have been tendered through the share repurchase program.

As of August 15, 2022, the Company issued 5,415,228 shares of Common Stock.

Borrowings

October 13, 2020, we entered into a two-year secured revolving Credit Agreement (the “Credit Agreement”) with BNP Paribas (“BNP”) as lender and administrative agent (the “BNP Credit Facility”) providing a maximum of $45.0 million (“Maximum Facility Amount”) to Steele Creek Capital Funding I, LLC (“Funding I”). The Company created a wholly owned subsidiary, Funding I, which it will use to hold the Company’s investments, and a first priority continuing security interest in, to and under each investment, all underlying investments and underlying assets has been granted to BNP to be used as collateral for the BNP Credit Facility. During the BNP Credit Facility’s revolving period, it bears interest at LIBOR plus 175 basis points. We believe that our capital resources will provide us with the flexibility to take advantage of market opportunities when they arise. For the three and six months ended June 30, 2022, we had an average of $82,683 thousand and $79,494 thousand outstanding under the BNP Credit Facility, respectively. For the three and six months ended June 30, 2021, we had an average of $45,000 thousand and $43,463 thousand outstanding under the BNP Credit Facility.

Funding I is required to pay an administrative agent fee equal to $25 thousand per annum and a structuring fee equal to 0.25% of the Maximum Facility Amount paid on the twelve month anniversary of the closing date. Additionally, an unused fee is payable quarterly in arrears in an amount equal to 0.70% on the actual daily unused amount greater than 20% of the Maximum Facility Amount under the BNP Credit Facility from April 13, 2021 to the end of the revolving period.

On October 28, 2021, the Company executed an additional amendment to the Credit Agreement. Material amendments included at this time include the revolving period being extended 36 months, from 12 months to 48 months and the interest rate being reduced from LIBOR plus 175 basis points to LIBOR plus 140 basis points. The advance rate was increased from 67.5% to 70% and expanded to include a triple C bucket with a 60% advance rate. The structuring fee was increased from 0.25% of the Maximum Facility Amount to 0.50% of the Maximum Facility Amount and will be paid in three equal installments (December 2021, December 2022, and December 2023). Updates were made to allow for more flexibility to move capital out of the facility subject to certain covenants. Except as described above, all other terms and provisions of the Agreement remain in full force and effect.

Distribution Policy

To the extent that we have income available, we intend to distribute quarterly dividends to our stockholders. Our quarterly dividends, if any, will be determined by our Board. Any dividends to our stockholders will be declared out of assets legally available for distribution.

We intend for the Company to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code. To obtain and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses (“investment company taxable income”), determined without regard to any deduction for dividends paid. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute dividends to our stockholders in respect of each calendar year 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 such calendar year; (2) 98.2% of our capital gains in excess of capital losses (“capital gain net income”), adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we previously paid no U.S. federal income tax.

We currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to you. If this happens, you will be treated for U.S. federal income tax purposes as if you had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, you would be eligible to claim a tax credit equal to your allocable share of the tax we paid on the capital gains deemed distributed to you. We cannot assure you that we will achieve results that will permit us to pay any cash distributions, and if we issue senior securities, we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the terms of any of our borrowings.

Asset Coverage

In accordance with the 1940 Act, the Company has historically only been allowed to borrow amounts such that its “asset coverage,” as defined in the 1940 Act, is at least 200% after such borrowing, permitting the Company to borrow up to one dollar for investment purposes for every one dollar of investor equity. “Asset coverage” generally refers to a company’s total assets, less all liabilities and indebtedness not represented by “senior securities,” as defined in the 1940 Act, divided by total senior securities representing indebtedness and, if applicable, preferred stock. “Senior securities” for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock.

On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On October 5, 2020, the Board and the Members of MSC Capital LLC voted to approve the adoption of the reduced asset coverage ratio.

As of June 30, 2022 and December 31, 2021, the Company had total senior securities of $86,300 thousand and $70,380 thousand, respectively, consisting of borrowings under the Credit Facility, and had asset coverage ratios of 156.3% and 166.8%, respectively. For a discussion of certain risks associated with the reduction of the required minimum asset coverage ratio applicable to the Company, see “Risk Factors — Risks Related to Our Business and Structure — The SBCAA allows us to incur additional leverage, which may increase the risk of investing with us.”

Critical Accounting Policies

Valuation Procedures

Under procedures established by our Board and in accordance with the 1940 Act, we value investments for which market quotations are readily available at such market quotations. Assets listed on an exchange will be valued at their last sales prices as reported to the consolidated quotation service at 4:00 P.M. eastern time on the date of determination. If no such sales of such securities occurred, such securities will be valued at the mean between the last available bid and ask prices as reported by an independent, third party pricing service on the date of determination. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at fair value, subject at all times to the oversight and approval of our Board. Such determination of fair values may involve subjective judgments and estimates, although we will also engage independent valuation providers to review the valuation of each portfolio investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation at least once annually. With respect to unquoted securities, our Investment Advisor, together with our independent valuation advisors, and subject at all times to the oversight and approval of our Board, will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. We intend to retain one or more independent providers of financial advisory services to assist the Investment Advisor and the Board by performing certain limited third-party valuation services. We may appoint additional or different third-party valuation firms in the future.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio company or comparable company, our Board will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by our Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had readily available market quotations existed for such investments, and the differences could be material.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820 – Fair Value Measurements and Disclosures (“ASC Topic 820”) specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below.

Level 1 – Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2 – Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.

Level 3 – Valuations are based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and it considers factors specific to the investment.

With respect to investments for which market quotations are not readily available, our Investment Advisor will undertake a multi-step valuation process each quarter, as described below:

●

Investments for which no such market prices are available or reliable will be preliminarily valued at such value as the Investment Advisor may reasonably determine, which may include third party valuations;

●

The audit committee of our Board (the “Audit Committee”) will then review these preliminary valuations;

●

At least once annually, the valuation for each portfolio investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation will be reviewed by an independent valuation firm; and

●

Our Board will then discuss valuations and determine the fair value of each investment in our portfolio in good faith, based on the input of our Investment Advisor, the respective independent valuation firms and the Audit Committee.

Investment Transactions, Realized/Unrealized Gains or Losses, and Income Recognition

Investment transactions are recorded on a trade date basis (for publicly-traded investments and securities traded through dealer markets) or upon closing of the transaction (for private investments). The cost of an investment includes all costs incurred by the Company as part of the purchase of such investment. The difference between the initially recognized cost and the subsequent fair value measurement of an investment is reflected as “net change in unrealized appreciation on non-controlled/non-affiliate company investments” on the Consolidated Statements of Operations.

Realized gain or loss from an investment is recorded at the time of disposition and calculated using the weighted average cost method. Unrealized gain or loss reflects the changes in fair value of investments as determined in compliance with the Investment Advisor’s valuation policy.

Interest income, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent that we expect to collect such amounts. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Adviser and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.

Management and Incentive Fees

The base management fee and the income-based incentive fees are expensed each quarter and payable in arrears. Additionally, we accrue a capital gains-based incentive fee quarterly that is paid annually in arrears. The accrual for the capital incentive fee includes the recognition of incentive fee on unrealized capital gains, even though such incentive fee is neither earned nor payable to the Adviser until the gains are both realized and in excess of unrealized depreciation on investments. The amount of capital gains incentive fee expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Company’s portfolio as of period end and the termination of the Advisory Agreement on such date. Also, it should be noted that while we accrue the capital incentive fee quarterly, the expense will fluctuate with the Company’s overall investment results and the expense will be finalized at year end.

Expenses

For the three and six months ended June 30, 2022, the Company incurred expenses of approximately $1,320 thousand and $2,308 thousand, respectively, primarily related to management fees, incentive fees, interest and debt financing expenses, organization expenses, professional fees, directors’ fees, offering costs and administration and custodian fees. For the three and six months ended June 30, 2021, the Company incurred expenses of approximately $1,070 thousand and $2,100 thousand, respectively.

Federal Income Taxes

We have elected to be treated, and to qualify annually, as a RIC under Subchapter M of the Code. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its stockholders. We intend to distribute sufficient dividends to maintain our RIC status each year and we do not anticipate paying any material federal income taxes in the future.

Investment Income

For debt investments, we record interest income on the accrual basis to the extent that such amounts are expected to be collected. OID and purchased discounts and premiums are accreted/amortized into interest income using the effective interest method, where applicable. Loan origination fees are deferred and accreted into interest income using the effective interest method. We record prepayment premiums on loans and other investments as interest income when such amounts are received. We stop accruing interest on investments when it is determined that interest is no longer collectible. As of June 30, 2022 and June 30, 2021, we had no loans on non-accrual status.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Realized gains and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the identified cost basis method for financial reporting.

Contractual Obligations

Commitments to extend credit include loan proceeds we are obligated to advance, such as delayed draws. Commitments generally have fixed expiration dates or other termination clauses. The par amount of the unfunded commitments is not recognized by the Company until the commitment becomes funded. As of June 30, 2022 and December 31, 2021 the Company had unfunded commitments of $383 thousand and $2,051 thousand, respectively.

Off-Balance Sheet Arrangements

Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not expect to have any off-balance sheet financings or liabilities. These instruments include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of June 30, 2022, we had a total of $383 thousand in outstanding commitments comprised of investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded. As of December 31, 2021, we had a total of $2,051 thousand in outstanding commitments comprised of investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded.

Related Party Transactions

For the three and six months ended June 30, 2022 and the three months ended June 30, 2021, Moelis Asset, parent of the Investment Advisor did not make a contribution to the Company. For the six months ended June 30, 2021, Moelis Asset, parent of the Investment Advisor contributed approximately $36 thousand to pay organizational and offering costs incurred by the Company related to the formation of the entity. Moelis Asset has incurred these expenses and they will not be charged back to the Company.

Separate from the contributions made above, the Company may, from time to time, purchase investments from, or sell investments to affiliates of our Investment Advisor at fair value on the trade date. For the three and six months ended June 30, 2022 and June 30, 2021, there were no purchases of investments from or sales of investments to affiliates of our Investment Advisor.

For the three and six months ended June 30, 2022, the Company incurred $20 thousand and $40 thousand in directors’ fees expense, respectively. For the three and six months ended June 30, 2021, the Company incurred $22 thousand and $42 thousand in directors’ fees expense, respectively. On August 13, 2021, the Board agreed to make investments rather than gross assets the basis for their fee to be more in line with the waivers implemented for management fees.

Organizational and Offering Expenses

For the three and six months ended June 30, 2022 the Company did not incur organizational or offering expenses. For the three and six months ended June 30, 2021, the Company incurred $39 thousand and $159 thousand of organizational and offering costs, respectively. Organizational costs are expensed as incurred and offering cost are amortized over a 12 month period. For the three and six months ended June 30, 2022 Moelis Asset, parent of the Investment Advisor, did not pay any organizational and offering costs incurred by the Company. For the three and six months ended June 30, 2021 Moelis Asset paid approximately $39 thousand and $123 thousand of organizational and offering costs incurred by the Company related to the formation of the entity, respectively. Moelis Asset incurred these expenses and they will not be charged back to the Company.

Investment Advisory Agreement

We have entered into the Investment Advisory Agreement with the Investment Advisor, an affiliate of Moelis Asset, which was approved by our Board and our sole stockholder for an initial two-year term, under which the Investment Advisor, subject to the overall supervision of our Board manages the day-to-day operations of, and provides investment advisory services to us. Subsequent to that two-year term, the Board will approve the Investment Advisory Agreement of Investment Advisor for renewal annually.

The base management fee is calculated at a maximum annual rate of 1.0% of the average of the weighted average (based on the number of shares outstanding each day in the quarter) of our gross assets (including uninvested cash and cash equivalents) at the end of each of the two most recently completed calendar quarters. Net management fees for the three and six months ended June 30, 2022 were $143 thousand and $364 thousand, respectively. The Company elected to waive a portion of the management fee and charged management fees on investments rather than gross assets. The Investment Advisor has agreed to a 6.0% priority dividend to shareholders before receiving a fee for the services it provides to the Company.

Administration Agreement

We have entered into the Administration Agreement with the Administrator, an affiliate of Moelis Asset, which was approved by our Board and our sole stockholder for an initial two-year term, under which the Administrator, subject to the overall supervision of our Board manages the day-to-day operations of, and provides office space, office services and equipment and other administration services to us. Subsequent to that two-year term, the Board will approve the Administration Agreement of Administrator for renewal annually.

Recent Developments

Item 3. 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 expect to fund a portion of our investments with borrowings, our net investment income is expected to 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.

As of June 30, 2022, 100% of our loan portfolio bore interest at floating rates with 83.1% (at fair value) having an interest rate floor between 0.50% and 1.00%. The floating rate loans are usually based on a LIBOR (or an alternative risk-free floating interest rate index) rate and typically have durations ranging from one to six months, after which they reset to current market interest rates. Floating rate investments subject to a floor generally reset to the current market index after one to nine months if the index exceeds the floor. For positions with an interest rate floor, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor.

Assuming that the consolidated statement of assets and liabilities as of June 30, 2022 was to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates:

	As of June 30, 2022
Basis Point Changes	Interest Income			Interest Expense			Net Income
Up 300 basis points	$	4,236		$	(2,589	)	$	1,647
Up 200 basis points		2,824			(1,726	)		1,098
Up 100 basis points		1,412			(863	)		549
Down 100 basis points		(1,391	)		863			(528	)
Down 200 basis points		(1,997	)		1,726			(271	)

Although management believes that this measure is indicative of our sensitivity to interest rates, it does not reflect any potential impact to the fair value of our investments as a result of changes to interest rates, nor does it adjust for potential changes in the credit market, credit quality, size and composition of the assets in our consolidated statement of assets and liabilities and other business developments that could affect the net increase/(decrease) in net assets resulting from operations or net investment income. Accordingly, no assurances can be given that actual results would not differ materially from those shown above.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of June 30, 2022, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Control over Financial Reporting

There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a 15(f) of the Exchange Act) that occurred during our quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report on Form 10-K”), which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Other than the risk factors below, during the six months ended June 30, 2022, there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K.

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

None.

Item 3. Default Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits, Financial Statement Schedules

Exhibit Index
3.1		Form of Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to Registrant’s Amendment No. 1 to Registration Statement on Form 10 (File No. 000-56189) filed on November 9, 2020).

3.2		Bylaws (Incorporated by reference to Exhibit 3.2 to Registrant’s Amendment No. 1 to Registration Statement on Form 10 (File No. 000-56189) filed on November 9, 2020).

10.7*		Form of Subscription Agreement

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

*	Filed herewith

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.

	Steele Creek Capital Corporation

Date: August 15, 2022	/s/ Glenn Duffy
	Name:	Glenn Duffy
	Title:	Chief Executive Officer, Chief Investment Officer, and President (Principal Executive Officer)

Date: August 15, 2022	/s/ Douglas Applegate Jr.
	Name:	Douglas Applegate Jr.
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 10.7

Subscription Agreement Electronic Consent

Clarity of text in this document may be affected by the screen on which it is displayed.

Electronic Signature (Optional)

☐ By checking this box, I elect to execute any offering documents, subscription package and other documents (documents) electronically and I understand that should I execute the documents, my electronic signature, whether digital or encrypted, included in the documents is intended to authenticate the documents and to have the same force and effect as a manual signature. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by an investor with the investor’s intent to sign such record.

☐ I acknowledge that my consent to the execute any documents electronically may be updated or cancelled at any time by calling S2K Financial LLC at 877.227.4141 from 9:00 am to 5:00 pm EST Monday-Friday.

Steele Creek Capital Corporation

Subscription Agreement

1. INVESTMENT

Gross Amount*:	$		¨ Check this box if investor is intending to waive commission paid to registered representative or is purchasing through an RIA or participating in a wrap account or fee-only account approved by the broker-dealer or RIA.

* Net amount invested will be provided in your Confirmation and Account Summary statement and will be equal to the gross amount invested above less applicable selling commissions.
Investment Type:	☐	Initial Investment ($25,000 minimum)		☐	Additional Investment ($5,000 minimum) State of Sale: ____

2. OWNERSHIP TYPE (Select only one.)


		Non-Custodial Accounts		Custodial Accounts (The Custodian must sign and provide a Medallion Signature Guarantee in Section 12)

	☐	Individual	☐	Traditional IRA
	☐	Individual or Joint TOD¹

	☐	Tenants in Common (All parties must sign.)	☐	ROTH IRA

	☐	Community Property (All parties must sign.)	☐	SEP IRA

	☐	Joint Tenants w/ Rights of Survivorship (All parties must sign.)	☐	KEOGH Plan

	☐	Partnership (Authorized signature required.)²	☐	Other (including Beneficiary IRA) ______________________

	☐	Corporate Ownership (Authorized signature required.)³		Custodian Information

	☐	Limited Liability Company (Authorized signature required.)⁴		Name of Custodian _____________________

	☐	Estate (Personal representative.)⁵		Mailing Address   _____________________

	☐	Qualified Pension Plan (Authorized signature required.)		_____________________

	☐	Trust⁶		_____________________

	☐	Other __________________________	Custodian Tax ID Number _____________________

			Custodian Account Number _________________
Required documentation: 1) Fill out Transfer on Death information in Section 3D to effect designation 2) Title and signature pages of the partnership agreement. 3) Articles of incorporation 4) LLC Agreement 5) Letters of testamentary or letters of administration or a small estate affidavit 6)Title and signature pages of the trust or a trust certification form. 7) Fill out deceased’s information in Section 3C			Custodian Telephone Number _______________

3.	SUBSCRIBER INFORMATION

A.	Entity Name – Partnership/LLC/Corporation/Trust/Other
	(Trustee(s) and/or authorized signatory(s) information MUST be provided in Sections 3B and 3C.)

Entity Name	Tax ID Number	Date of Trust

Entity Type (Select one. Required)

	¨ Retirement Plan	¨ Trust	¨ S-Corp	¨ C-Corp	¨ LLC	¨ Partnership	¨ Other___________

B.	Investor (Investor/Trustee/Executor/Authorized Signatory Information)

First Name	Middle Name	Last Name	Daytime Phone Number


Social Security Number	Date of Birth (MM/DD/YYYY)		E-mail Address

Mailing Address (if PO Box or Principal Place of Business, complete residential address section is required)	City	State	Zip Code


Residential Address (Leave blank if Residential/Mailing Address are the same)	City	State	Zip Code

	If Non-U.S. Citizen, Specify Country of Citizenship and select one below (Required)

	¨ Resident Alien	¨ Non-Resident Alien (Attach a completed Form W8-BEN)

C.	Co-Investor (Co-Investor/Co-Trustee/Co-Authorized Signatory Information, if applicable.
	Beneficiary IRA: complete deceased’s Name, Social Security Number, Date of Birth and Date of Death)

	First Name	Middle Name	Last Name	Daytime Phone Number

	Social Security Number	Date of Birth (MM/DD/YYYY)	Date of Death (MM/DD/YYYY)	E-mail Address

Mailing Address (if PO Box or Principal Place of Business, complete residential address section is required)	City	State	Zip Code


Residential Address (Leave blank if Residential/Mailing Address are the same)	City	State	Zip Code

	If Non-U.S. Citizen, Specify Country of Citizenship and select one below (Required)

¨ Resident Alien

¨ Non-Resident Alien (Attach a completed Form W8-BEN)

3.	SUBSCRIBER INFORMATION (continued)

	D. Transfer on Death Beneficiary Information (Individual or Joint Account with rights of survivorship only.)
	(Not available for Louisiana residents. Beneficiary Date of Birth required. Whole percentages only; must equal 100%.)

First Name	(MI)	Last Name	SSN:	Date of Birth (MM/DD/YYYY)	☐	Primary
					☐	Secondary	%
Relationship:

First Name	(MI)	Last Name	SSN:	Date of Birth (MM/DD/YYYY)	☐	Primary
					☐	Secondary	%
Relationship:

First Name	(MI)	Last Name	SSN:	Date of Birth (MM/DD/YYYY)	☐	Primary
					☐	Secondary	%
Relationship:

4.	DISTRIBUTIONS (Select only one for Non-Custodial accounts. For Custodial-held accounts, the funds must be sent to the Custodian. )

	Complete this section to elect how to receive cash distributions. If this section is not completed, distributions will be sent to address of record set forth above.

	I hereby elect the distribution option indicated below:

A.	☐	Check Mailed to the address set forth above (Available for Non-Custodial Investors only.)
B.	☐	Check Mailed to Third Party

	Name/Entity Name/Financial Institution	Mailing Address

	City	State	Zip Code	Account Number (Required)

☐

Direct Deposit. Attach a pre-printed voided check. (Non-Custodial Investors Only)

I authorize Steele Creek Capital Corporation (the Company) or its agent to deposit my distribution into my checking or savings account. This authority will remain in force until I notify the Company in writing to cancel it. In the event that the Company deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.

	Name/Entity Name/Financial Institution	Mailing Address

	City	State	Zip Code

ABA/Routing Number

Account Number

☐ Checking Account

☐ Savings Account

5.	ELECTRONIC DELIVERY

Check here for electronic delivery and complete this Section 5.

Electronic delivery of stockholder communication is available and if you would prefer to receive such communications and statements electronically for the Company, please affirmatively elect to do so by signing below where indicated.

The Company encourages you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of stockholder communications. By consenting below to electronically receive stockholder communications, including your account information, you authorize the Company to either (i) email stockholder notifications to you directly or (ii) make them available on the Company’s website and notify you by email when such documents are available and how to access the documents.

Your email address will be held in confidence and used only for matters relating to your investment.

You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or the Company, in its sole discretion, elects to send paper copies of the materials.

Sign below if you consent to the electronic delivery of documents for the Company, including annual reports, proxy materials and any other documents that may be required to be delivered under federal or state securities laws as well as account-specific information such as tax information. Your consent will be effective until you revoke it. In addition, by consenting to electronic access, you will be responsible for your customary Internet Service Provider charges in connection with access to these materials. An email address in the section below is required. Please carefully read the following representations before consenting to receive documents electronically.

Joint Accounts: If your Social Security number is the primary number on a joint account and you opt-in for electronic delivery, each consenting stockholder must have access to the email account provided.

By signing below and consenting to receive documents electronically, you represent the following:

(a)

I acknowledge that access to both the Internet and email is required in order to access documents electronically. I may receive by email notification access to a document in electronic format. The notification email will contain a web address (or hyperlink) where the document can be found. By entering this address into my web browser, I can view, download and print the document from my computer. I acknowledge that there may be costs associated with the electronic access, such as usage charges from my Internet Service Provider and telephone provider, and that these costs are my responsibility.

(b)

I acknowledge that the documents distributed electronically may be provided in Adobe’s Portable Document Format (PDF). The Adobe Reader® software is required to view documents in PDF format. The Reader software is available free of charge from Adobe’s website at www.adobe.com. The Reader software must be correctly installed on my system before I will be able to view documents in PDF format. Electronic delivery also involves risks related to system or network outage that could impair my timely receipt of or access to stockholder communications.

(c)

I acknowledge that I may receive at no cost from the Company a paper copy of most documents delivered electronically by calling Investor Services at 877-227-4141.

(d)

I acknowledge that if the email notification is returned to the Company as “undeliverable,” the Company will resume sending paper copies of materials to my address of record.

(e)

I acknowledge that my consent may be canceled by sending a signed written request to the email address or mailing address for the Company provided on the signature page of this Subscription Agreement.

Electronic Delivery Acknowledgment Only

X				X
	Signature of Investor		Date		Signature of Co-Investor		Date

	Investor E-mail

6.	ACCREDITED INVESTOR STATUS

The undersigned hereby certifies that the Investor is an “accredited investor” as such term is defined under Regulation D promulgated under the Securities Act, pursuant to the following representations, and agrees to promptly notify the Company and the Registered Representative if the undersigned no longer remains an “accredited investor” as such term is defined under Regulation D promulgated under the Securities Act:

For Individuals, Individual Retirement Accounts, and Keogh Plans: (Please check all that apply)

	☐	I have an individual net worth, or my spouse/spousal equivalent and I have a combined net worth, in excess of $1,000,000.¹
	☐	I had individual income (exclusive of any income attributable to my spouse) of more than $200,000 in each of the past two years, or joint income with my spouse /spousal equivalent of more than $300,000 in each of those years, and I reasonably expect to reach the same income level in the current year.
	☐	The Investor is an individual retirement account or Keogh plan, the individual for whose benefit the investment in the Company is being made has directed such investment, and such individual is an accredited investor because such individual has a net worth or income as described above.
	☐	I am a director or executive officer of the Company.
	☐	I am a natural person holding in good standing one or more of the following qualifying professional certifications: the General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), and the Licensed Investment Adviser Representative (Series 65).
	☐	I am a natural person who is a “knowledgeable employee” as defined in Rule 3c-5 under the Investment Company Act because I am (i) an executive officer (president, any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions), director, trustee, general partner, advisory board member, or person serving in a similar capacity, of the Company or the Investment Manager or (ii) an employee of the Company or the Investment Manager (other than an employee performing solely clerical, secretarial or administrative functions with regard to the Partnership or its investments) who, in connection with his or her regular functions or duties, participates in the investment activities of (a) the Company, (b) another Section 3(c)(1) or Section 3(c)(7) company, or (c) an investment company managed by the Investment Manager, provided that such employee has been performing such functions and duties for or on behalf of the Company or the Investment Manager, or substantially similar functions or duties for or on behalf of another company, for at least twelve (12) months.

For Trusts: (Please check all that apply)

	☐	The Investor is a trust with total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring Shares, and its purchase is directed by a person who has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of the prospective investment.
	☐	The Investor is a trust having as its trustee or co-trustee a bank as defined in Section 3(a)(2) of the Securities Act, a savings and loan association, or another institution as defined in Section 3(a)(5)(A) of the Securities Act, which makes or participates in the investment decision.
	☐	The Investor is a revocable trust which may be amended or revoked at any time by the grantors thereof and all of the grantors are accredited investors.

	For Corporations, Foundations, Endowments, Partnerships, LLCs or Massachusetts or Similar Business Trusts: (Please check all that apply.)

	☐	The Investor has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring Shares.
	☐	All of the Investor’s equity owners are accredited investors. Note: A trust (other than a business trust, real estate investment trust or other similar entities) may not claim this basis for being an accredited investor.
	☐	The Investor is an entity, of a type not listed elsewhere in this Accredited Investor questionnaire, that was not formed for the specific purpose of acquiring the Interests and that owns “investments”² in excess of $5,000,000.

¹	“Spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

For purposes of this Accredited Investor questionnaire, the term “investments” means any or all: (i) securities (as defined in the 1933 Act), except for securities of issuers controlled by the Investor (“Control Securities”), unless (A) the issuer of the Control Securities is itself a registered or private investment company or is exempted from the definition of investment company by Rule 3a-6 or Rule 3a-7 under the Investment Company Act, (B) the Control Securities represent securities of an issuer that files reports pursuant to Section 13 or 15(d) of the Exchange Act, (C) the issuer of the Control Securities has a class of securities listed on a designated offshore securities market under Regulation S under the 1933 Act, or (D) the issuer of the Control Securities is a private company with shareholders’ equity not less than $50 million determined in accordance with generally accepted accounting principles, as reflected in the company’s most recent financial statements (provided such financial statements were issued within 16 months of the date of the Investor’s acquisition of the Interests), (ii) futures contracts or options thereon held for investment purposes, (iii) commodity interests and physical commodities held for investment purpose, (iv) swaps and other similar financial contracts entered into for investment purposes, (v) real estate held for investment purposes, and (vi) cash and cash equivalents held for investment purposes.

Note: Investments can be valued at cost or fair market value as of a recent date. If investments have been acquired with indebtedness, the amount of the indebtedness must be deducted in determining whether the threshold has been met.

6.	ACCREDITED INVESTOR STATUS (continued)

For Employee Benefit Plans: (Please check all that apply)

	☐	The Investor is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the decision to invest in the Company was made by a plan fiduciary (as defined in Section 3(21) of ERISA), which is either a bank, savings and loan association, insurance company or registered investment advisor.
	☐	The Investor is an employee benefit plan within the meaning of ERISA and has total assets in excess of $5,000,000.
	☐	The Investor is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees and has total assets in excess of $5,000,000.

	For Participant-Directed or Self Directed Plans: (Please check all that apply)

	☐	The Investor is a participant-directed or self-directed plan (i.e., a tax-qualified defined contribution plan in which a participant may exercise control over the investment of assets credited to his or her account), the participant for whose benefit the investment in the Company is being made has directed such investment, and such participant is an accredited investor because such participant has a net worth or income as described above for Individuals.

	For Family Offices and Family Clients: (Please check all that apply)

	☐	The Investor is a “family office,” as defined in Rule 202(a)(11)(G)-1 under the U.S. Investment Advisers Act of 1940 (the “Advisers Act”): (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the investment, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
	☐	The Investor is a “family client,” as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements in above and whose prospective investment in the Company is directed by such family office pursuant to Item (iii) above.

I declare that the information supplied above is true and correct and may be relied upon by the Company.

7.	SUBSCRIPTION FOR SHARES

	(A)	The offer and sale of Shares in the Company is being made pursuant to a private placement exemption provided in Section 4(2) of the Securities Act and Rule 506 promulgated thereunder, by means of a private placement memorandum dated December 14, 2020, as supplemented or amended (the “Memorandum”). Investor hereby irrevocably subscribes for and agrees to purchase Shares on the terms provided for herein and in the Memorandum, and is delivering the Investment Amount set forth in Section 1 above with this subscription agreement as payment for the Shares. The Investor agrees to and understands the terms and conditions upon which the Shares are being offered, including, without limitation, the risk factors referred to in the Memorandum.
	(B)	Shares will be purchased and sold, and the Investor admitted as a shareholder of the Company, when the Company accepts the Investor’s subscription for Shares and payment for the Shares is received by the Company (the “Closing”). The Closing will be as of such date (the “Closing Date”) as is specified by the Company in a notice to the Investor whose subscription for Shares is accepted as of such Closing Date. Shares subscribed for herein shall not be deemed to be issued to, or owned by, the Investor prior to the Closing.
	(C)	The Investor understands and agrees that the Company has the right, to be exercised in its sole discretion, to accept or reject any subscription in whole or in part for a period of 30 days after receipt of the subscription. Any subscription not accepted within 30 days of receipt shall be deemed rejected. In the event of rejection of this subscription, this Subscription Agreement shall have no force or effect.
	(D)	The effectiveness of this Subscription Agreement and the obligation of the Investor to be bound hereunder shall be subject to the satisfaction of the following conditions at Closing:

(1)

On the Closing Date, the Investor’s subscription hereunder shall be permitted by the laws and regulations of each jurisdiction to which the Investor is subject.

(2)

If on the Closing Date any of the conditions specified in this Subscription Agreement shall not have been fulfilled, the Investor shall, upon delivery of written notice to the Company prior to the Closing Date, be relieved of all further obligations under this Subscription Agreement.

8.	REPRESENTATIONS AND WARRANTIES OF INVESTOR

By executing the Subscription Agreement, Investor represents, warrants and agrees as follows:

	(A)	The Investor will not sell or otherwise transfer the Shares, directly or indirectly, without the consent of the Company (which consent may be withheld for any or no reason by the Company in its sole and absolute discretion) without registration under the Securities Act or an exemption therefrom, and the Investor fully understands and agrees that it must bear the economic risk of its investment for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of certain states of the United States or other jurisdictions in reliance on exemptions from such registration and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of such states of the United States or other jurisdictions or an exemption from such registration is available. The Investor understands that the Company is not under any obligation to register the Shares on its behalf or to assist it in complying with any exemption from such registration under the Securities Act or otherwise. The Investor understands that there is no established market for the Shares and no public market for the Shares is likely to develop. It also understands that sales or transfers of the Shares are further restricted by the securities laws of the states of the United States and of other jurisdictions. The Company may condition any consent on receipt from the Investor of an opinion of counsel and certificates, covenants, representations or warranties reasonably acceptable to the Company. Any such transfer made without the consent of the Company shall be void and shall not at any time have any force or effect.
	(B)	The Investor has received and carefully read a copy of the Memorandum outlining, among other things, the organization and investment objectives and policies of, and the risks of an investment in, the Company as well as the fees and conflicts of interest to which the Company is subject. The Investor acknowledges that in making a decision to subscribe for Shares, the Investor has relied solely upon the Memorandum. The Investor agrees that the contents of the Memorandum and related documents is to be kept confidential and the Investor has not reproduced, duplicated or delivered the Memorandum or this Subscription Agreement to any other person, except to professional advisors of the Investor.

8.	REPRESENTATIONSAND WARRANTIES OF INVESTOR (continued)

	(C)	The Investor has been given the opportunity to ask questions of, and receive answers from, the Company concerning the business to be conducted by the Company and the terms and conditions of the offering and has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information contained in the Memorandum and other materials authorized by the Company received from the Company or the Investor’s Registered Representative, including all Company documents, records and books, or that which was otherwise provided in order for the Investor to evaluate the merits and risks of the purchase of Shares to the extent the Company possesses such information or can acquire it without unreasonable efforts or expense, and has not relied on any offering literature except as mentioned herein or in the Memorandum.
	(D)	The Investor has not been furnished with any oral or written representation in connection with the offering of the Shares which is not contained herein, in the Memorandum, or in other materials authorized by the Company received from the Company or the Investor’s Registered Representative.
	(E)	The Investor is not relying on the Company with respect to individual tax and other economic considerations involved in this investment. Regarding the tax and other economic considerations related to this investment, the Investor has relied on the advice of, or has consulted with, only its own advisors. An Investor in the Company who is a tax-exempt entity acknowledges that the Company may generate unrelated business taxable income (“UBTI”) and that neither the Company nor any of its affiliates will have any liability to such Investor by reason of the Company generating UBTI.
	(F)	The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Shares and is able to bear such risks, and has obtained, in the Investor’s judgment, sufficient information from the Investor’s Registered Representative, the Company or its authorized representatives to evaluate the merits and risks of such investment. The Investor has evaluated the risks of investing in the Shares and has determined that the Shares are a suitable investment for the Investor.
	(G)	The Investor has the financial ability to bear the economic risk of its investment in the Shares, has adequate means for providing for its current needs and personal or other contingencies and has no need for liquidity with respect to its investment in the Shares. The Investor has determined that it could bear a complete loss of this investment.
	(H)	The Investor is acquiring the Shares subscribed for herein for its own account, for investment purposes only and not with a view to distribute or resell such Shares in whole or in part, no other Person has a direct or indirect ownership interest in the Shares other than as a stockholder in, partner or member of, or, if the Investor is a trust, beneficiary of, the Investor, and there are no put, call, or similar arrangements with respect to the Shares.
	(I)	If the undersigned is, or is investing on behalf of, a tax-exempt entity (including an IRA), a qualified pension, profit sharing, or stock bonus plan or a tax-exempt educational organization, the undersigned represents that the undersigned and the Investor have each consulted with knowledgeable, independent tax and ERISA advisors in evaluating an investment in the Company as a permissible and an appropriate investment after taking into consideration, among other factors, the diversification requirements of Section 404(a)(3) of ERISA and the illiquidity of the investment, and have concluded it is an appropriate investment under the plan documents, including that the investment will not result in a non exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code if applicable, and is consistent with any fiduciary obligations the undersigned and the governing body of such Investor may have under ERISA or other applicable law. The undersigned represents that it is independent of the Company or any of its affiliates and that neither the undersigned nor the Investor is relying on any advice with respect to such matters from the Company or its representatives or agents but, rather, has made an independent evaluation of the risks and benefits of such an investment. The Investor deliver to the Company in writing all of the information that the Company may request in order to avoid violations of any provision of ERISA or any other laws applicable to the Investor, and promptly will notify the Company, in writing, of any change in the information so furnished.

(J)

The Investor agrees and is aware that:

	(1)	no U.S. federal or state agency has passed upon the Shares or made any findings or determination as to the fairness of this investment;
	(2)	there are substantial risks of loss of investment (including the risk of loss of the entire amount invested) incidental to the purchase of the Shares, including those summarized in the Memorandum;
	(3)	any statements, estimates or projections that have been provided are forward-looking statements and are based on estimates and assumptions that may prove incorrect, and actual results could differ materially from forward-looking statements and targeted results; and
	(4)	the Company and its affiliates may provide similar services to investment funds in which the Investor will have no interest and there may be other potential conflicts as described in the Memorandum.

(K)

The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the organizational documents of the Investor. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same, or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms.

8.	REPRESENTATIONSAND WARRANTIES OF INVESTOR (continued)

	(L)	The Investor agrees to timely furnish additional information or documentation regarding its ownership structure and the Investor’s suitability if the Company reasonably requests such information or documentation.
	(M)	The Investor represents and covenants that (i) the Investor is not (1) identified on the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (the “SDN List”); (2) owned or controlled by or acting on behalf of any person or entity listed on the SDN List; (3) to the best of Investor’s knowledge, the target of any sanction, regulation, or law promulgated by OFAC or any other U.S. governmental entity (such sanctions, regulations and laws, together with any supplement or amendment thereto, the “U.S. Sanctions Laws”) such that the entry into this Agreement or the performance of any of the transactions contemplated hereby would contravene such U.S. Sanctions Laws; or (4) to the best of Investor’s knowledge, owned or controlled by or acting on behalf of any person or entity that is the target of any U.S. Sanctions Laws such that the entry into this Agreement or the performance of any of the transactions contemplated hereby would contravene such U.S. Sanctions Laws; (ii) the monies used to fund the Investor’s investment in the K Shares and/or Units have not been and will not be derived from or related to any illegal activities, including but not limited to, money laundering activities, and the proceeds from the Investor’s investment in the Units will not be used to finance any illegal activities; and (iii) the acceptance of this Agreement, together with related payments, will not breach any applicable money laundering or related rules or regulations (including, without limitation, any statutes, rules or regulations in effect under the laws of the United States pertaining to prohibitions on money laundering or anti-terrorist financing or to transacting business or dealing in property that may be blocked or may belong to Specially Designated Nationals as those terms are used by OFAC).
	(N)	Investor acknowledges and agrees that the Company and its affiliates may release confidential information given by the Investor to the Company about the Investor to regulatory or law enforcement authorities, if the Company, in its sole and absolute discretion, determines that it is in the best interest of the Company to do so, or to such parties as the Company may deem advisable if it is called upon to establish the availability under any applicable law of an exemption from registration of the Shares or the Company, to demonstrate compliance or to comply with any laws, rules or regulations to which the Company or any other service provider providing services to any of the foregoing is or becomes subject, or if the contents thereof are relevant to any issue in any action, suit, or proceeding to which the Company is a party or by which it is or may be bound, or to lenders, attorneys, accountants, prospective Investors and service providers and other representatives or advisors in the ordinary course of business.
	(O)	If the undersigned is acquiring the Shares in a fiduciary capacity: (i) the foregoing representations, warranties and agreements shall be deemed to have been made on behalf of the person or persons for whose benefit such Shares are being acquired; (ii) the name of such person or persons is indicated herein; and (iii) such further information as the Company deems appropriate shall be furnished regarding such person or persons.
	(P)	The Investor shall indemnify, defend and hold harmless the Company and any of its managers, officers, employees, partners, agents, directors or controlling persons (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against losses, liabilities and expenses of each Indemnified Party (including attorneys’ fees, judgments, fines and amounts paid in settlement, payable as incurred) incurred by such person or entity in connection with such action, arbitration, suit or proceeding, by reason of or arising from (i) any misrepresentation or misstatement of facts or omission to represent or state facts made by the undersigned, including, without limitation, the information in this Subscription Agreement, or (ii) litigation or other proceeding brought by the undersigned against an Indemnified Party wherein the Indemnified Party is the prevailing party.
	(Q)	The Investor agrees and is aware that the Company, Steele Creek Investment Management LLC (“Investment Advisor”) and S2K Financial LLC (the “Dealer Manager”), and their respective officers, directors, employees and affiliates are not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the offering of the Shares, and that the Company, the Investment Advisor and the Dealer Manager have financial interests associated with the purchase of the Shares, as described in the Memorandum, including fees, expense reimbursements and other payments they anticipate receiving from the Company in connection with the purchase of the Shares.
	(R)	The foregoing representations, warranties and agreements shall survive the Closing and the termination of the Company. The Investor agrees to notify the Company of any changes prior to Closing.

I declare that the information supplied above is true and correct and may be relied upon by the Company.

9.	MISCELLANEOUS

	(A)	This Subscription Agreement, and the documents referenced in this Subscription Agreement, constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede any prior or contemporaneous understandings, representations, warranties or agreements (whether oral or written) and may be amended only by a writing executed by all parties.
	(B)	This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to conflict of law or choice of law rules.

10.

Texas Residents Only - Designation of Representative for Notice Request (Form 98-1036) (Optional)

Texas Property Code, Title 6, Section 74.1011 requires businesses, financial institutions and other holders of unclaimed property to mail a written notice to the last known address of known owners of property to inform them that, due to inactivity, their accounts may be delivered to the Texas Comptroller. Effective Sept. 1, 2017, Texas Property Code, Title 6, sections 72.1021 and 73.103 allow the owners of financial accounts, mutual funds or contents of a safe deposit box to designate representatives for their accounts, for the purpose of receiving the notice required in Section 74.1011. The owner of the account(s) may, but is not required to, designate the name and a mailing or email address of a representative of the owner only for the purpose of receiving the notice required in Section 74.1011. To designate a representative to receive notices for your account(s), please complete the Designation of Representative for Notice Request form.

11.	SUBSCRIBER SIGNATURE TO SUBSCRIPTION AGREEMENT

	(A)	The Company is required by law to obtain, verify and record certain personal information from you or persons on your behalf in order to admit you as a Shareholder of the Company. Required information includes name, date of birth, permanent residential address and social security/taxpayer identification number. The Company may also ask to see other identifying documents. If you do not provide the information, the Company may not be able to admit you as a Shareholder of the Company. By signing the Subscription Agreement, you agree to provide this information and confirm that this information is true and correct. If the Company is unable to verify your identity, or that of another person(s) authorized to act on your behalf, or if the Company believes it has identified potentially criminal activity, the Company reserves the right to take action as it deems appropriate, which may include removing you as a Shareholder.
	(B)	IN WITNESS WHEREOF, intending to irrevocably bind the undersigned and the personal representatives, successors, and assigns of the undersigned, by signing below on the date indicated, the undersigned hereby executes, adopts and agrees to be bound by all of the terms, conditions, representations, and agreements of this Subscription Agreement and is delivering with this Subscription Agreement the Investment Amount set forth in Section 1 above as payment for the Shares.

TAXPAYER IDENTIFICATION/SOCIAL SECURITY NUMBER CONFIRMATION (required): The Investor signing below, under penalties of perjury, certifies that: (i) the number shown on this Subscription Agreement is my correct taxpayer identification number (or I am waiting for a number to be issued to me); (ii) I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (iii) I am a U.S. person (including a resident alien).

NOTE:

You must cross out (ii) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

The IRS does not require consent to any provision of this document other than the certifications required to avoid backup withholding.

Signature of Investor

Date

Signature of Co-Investor or Custodian

(If applicable.)

Date

Medallion Signature Guarantee (custodial accounts):

12.	BROKER-DEALER/REGISTERED REPRESENTATIVE/REGISTERED INVESTMANT ADVISOR INFORMATION (Required Information. All fields must be completed.)

The Registered Representative (RR) or Registered Investment Advisor (RIA) must sign below to complete the order. Please note that unless previously agreed to in writing by the Company, all sales of securities must be made through a broker-dealer, including when an RIA has introduced the sale. In all cases, this Section 6 must be completed. The Registered Representative must sign below. The RR or RIA and broker-dealer hereby warrants that he/she is duly licensed and may lawfully sell Shares in the state designated as the investor’s legal residence, or the state in which the sale was made, if different.

Broker-Dealer/RIA Firm		Registered Representative/RIA Name
Mailing Address		City		State	Zip Code
Registered Representative/RIA Number	Branch Number		Telephone Number
E-mail Address			Fax Number

The undersigned confirm(s), which confirmation is made on behalf of the Broker-Dealer with respect to sales of securities made through a Broker-Dealer, that they (i) have a substantive, pre-existing relationship with the Investor, and have reasonable grounds to believe that the information and representations concerning the Investor identified herein are true, correct and complete in all respects; (ii) have discussed such Investor’s prospective purchase of Shares with such Investor; (iii) have advised such Investor of all pertinent facts with regard to the lack of liquidity and marketability of the Shares, and apprised the Investor of the risks of an investment in the Shares as described in the Memorandum (as defined herein); (iv) have delivered the Memorandum and related supplements, if any, to such Investor; (v) have reasonable grounds to believe that the Investor is purchasing these Shares for his or her own account; (vi) is in compliance with any applicable enhanced standard of conduct, including, but not limited to, the “best interest” standard applicable to broker-dealers under Rule 15l-1 under the Securities Exchange Act of 1934 and (vii) have reasonable grounds to believe that the purchase of Shares is a suitable investment for such Investor and that such Investor is in a financial position to enable such Investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto.

The undersigned Registered Representative certifies and agrees that:

“I am not and have not been the subject of a “disqualifying event” as described in Rule 506(d) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), that would require disclosure in the Memorandum or that would adversely affect the Company’s reliance on any federal or state securities registration exemption. I agree that I shall promptly notify the Company and my Broker-Dealer home office if I become the subject of a disqualifying event after the date hereof and through the termination of the offering of Shares.”

The undersigned Registered Representative further represents and certifies that, in connection with this subscription for Shares, he or she has complied with and has followed all applicable policies and procedures under his or her firm’s existing Anti-Money Laundering Program and Customer Identification Program, including OFAC compliance.

Representative/RIA Signature

Date

Signature of Authorized Principal

(If required by Broker-Dealer)

Date

13. SUBSCRIPTION AND PAYMENT INSTRUCTIONS

Return to:

Steele Creek Capital Corporation

Mailing Address:

USBGFS c/o Steele Creek

615 E. Michigan Ave

Milwaukee, WI 53202

Checks should be made payable to: Steele Creek Capital Corporation

Subscription agreements that do not require a Medallion Signature Guarantee (non-custodial accounts) may be emailed directly to [email protected].

Wire transfers:

ABA Routing Number		075000022
Account Number		1-823-8356-9791

Account Name

U.S. BANCORP FUND SERVICES, LLC FBO STEELE CREEK CAPITAL

Please include investor’s name in the reference field

IF YOU NEED FURTHER ASSISTANCE, PLEASE CALL S2K FINANCIAL LLC AT (877) 227-4141.

Exhibit 31.1

Certification of Chief Executive Officer

I, Glenn Duffy, Chief Executive Officer of Steele Creek Capital Corporation, certify that:

I have reviewed this quarterly report on Form 10-Q of Steele Creek Capital Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 15th day of August 2022.

By:	/s/ Glenn Duffy
	Glenn Duffy
	Chief Executive Officer

Exhibit 31.2

Certification of Chief Financial Officer

I, Douglas Applegate Jr., Chief Financial Officer of Steele Creek Capital Corporation, certify that:

I have reviewed this quarterly report on Form 10-Q of Steele Creek Capital Corporation;

(a)

(b)

(c)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 15th day of August 2022.

By:	/s/ Douglas Applegate Jr.
	Douglas Applegate Jr.
	Chief Financial Officer

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “Report”) of Steele Creek Capital Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Glenn Duffy, the Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

		/s/ Glenn Duffy
	Name:	Glenn Duffy
	Date:	August 15, 2022

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with the Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “Report”) of Steele Creek Capital Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Douglas Applegate, the Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

		/s/ Douglas Applegate Jr.
	Name:	Douglas Applegate Jr.
	Date:	August 15, 2022

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Form 10-Q Steele Creek Capital For: Jun 30

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