Amendment to Tender Offer Statement Form SC TO I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

FINAL AMENDMENT

Kennedy Lewis Capital Company

(Name of Subject Company (Issuer))

Kennedy Lewis Capital Company

(Name of Filing Person(s) (Issuer))

Common Shares of Beneficial Interest, Par Value $0.01 Per Share

(Title of Class of Securities)

N/A

(CUSIP Number of Class of Securities)

James Didden

Chairperson and President

Kennedy Lewis Capital Company

225 Liberty Street, Suite 4210

New York, NY 10281

(212) 782-3842

(Name, address and telephone no. of person authorized to receive notices and communications on behalf of filing person)

Copy to:

Richard Horowitz

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

(212) 698-3500

This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed with the Securities and Exchange Commission on May 30, 2024 by Kennedy Lewis Capital Company (the "Company") in connection with an offer (the "Offer") by the Company to purchase common shares of beneficial interest, par value $0.01 per share (the "Common Shares") in an amount up to 5.0% of the Company's Common Shares outstanding as of March 31, 2024 (575,336 Common Shares), on the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase and Letter of Transmittal were previously filed as Exhibits (a)(1)(ii) and (a)(1)(iii) to the Statement on May 30, 2024. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.

This is the final amendment to the Statement and is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):

1.	Holders of the Company's Common Shares ("Shareholders") that desired to tender Common Shares or a portion thereof, for purchase were required to submit their tenders by 11:59 p.m., Eastern Time, on June 28, 2024.

2.	No Common Shares were validly tendered prior to the expiration of the Offer. As a result, and in accordance with the terms of the Offer, no payments were made to Shareholders.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.