Material Event Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Managing Dealer Agreement

On November 25, 2024, Kennedy Lewis Capital Company (the "Company") entered into a managing dealer agreement (the "Managing Dealer Agreement") with Sanctuary Securities, Inc., as the Company's managing dealer ("Sanctuary"). Pursuant to the Managing Dealer Agreement, Sanctuary, among other things, manages the Company's relationships with third-party brokers engaged by Sanctuary to participate in the distribution of the Company's common shares of beneficial interest ("participating brokers") and financial advisors. Sanctuary also coordinates the Company's marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of the offering, the Company's investment strategies, material aspects of the Company's operations and subscription procedures. As set forth in and pursuant to the Managing Dealer Agreement, the Company will pay Sanctuary a retainer, commission and shareholder servicing and/or distribution fees for its services. Furthermore, the Company will pay Sanctuary shareholder servicing and/or distribution fees with respect to Class S and Class D shares. The Managing Dealer Agreement may be terminated by the Company or Sanctuary (i) on 30 days' written notice or (ii) immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision thereof. The Managing Dealer Agreement also may be terminated at any time without the payment of any penalty, (x) by vote of a majority of the Company's trustees who are not "interested persons", as defined in the Investment Company Act of 1940, as amended, of the Company and who have no direct or indirect financial interest in the operation of the Company's distribution plan or the Managing Dealer Agreement or (y) by a majority vote of the outstanding voting securities of the Company, on not more than 60 days' written notice to Sanctuary or the Company's investment adviser.

In addition, and in connection with the transition to Sanctuary as the Company's managing dealer as discussed above, the Company provided notice for the termination of the managing dealer agreement dated as of April 11, 2024, by and between the Company and Realta Equities, Inc., which termination shall be effective as of November 25, 2024.

Amended and Restated Distribution and Servicing Plan

The Company adopted an amended and restated distribution and servicing plan (the "Amended and Restated Distribution and Servicing Plan") to reflect the appointment of Sanctuary as the Company's managing dealer.

The descriptions above are only summaries of the material provisions of the Managing Dealer Agreement and the Amended and Restated Distribution and Servicing Plan and are qualified in their entirety by reference to a copy of the Managing Dealer Agreement and the Amended and Restated Distribution and Servicing Plan, which are incorporated by reference as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.