Private Placement Form 8 K

Item 3.02. Unregistered Sales of Equity Securities.

On September 3, 2024, pursuant to a capital drawdown notice previously delivered to its investors, Andalusian Credit Company, LLC (the "Company") issued and sold 2,901,547 shares of the Company's limited liability company interests, par value $0.001 per share (the "Shares"), for an aggregate offering price of $44,013,319.

The sale of the Shares was made pursuant to subscription agreements entered into by the Company with its investors. Under the terms of the subscription agreements, each investor is required to fund drawdowns to purchase Shares up to the amount of their respective capital commitments each time the Company delivers a drawdown notice with a minimum of 10 business days' prior notice to the date on which payment will be due.

Each of the sales of Shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from investors in the relevant subscription agreements that each investor is an "accredited investor," as defined in Regulation D under the Securities Act.