Item 3.02. Unregistered Sale of Equity Securities.

On June 1, 2024, Kennedy Lewis Capital Company (the "Company") sold 2,279,887 unregistered shares of the Company's common shares of beneficial interest, par value $0.01 per share (the "Common Shares") (with the final number of Common Shares issued being determined on June 21, 2024) pursuant to subscription agreements entered into with participating investors for aggregate consideration of $46,304,500.

The Common Shares were sold in a private placement in the United States under the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder (the "Private Offering").