Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

10-Q

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 September 30,2024

OR

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

For the transition period from to

Commission File Number: 000-56665

5C Lending Partners Corp.

(Exact name of registrant as specified in its charter)

Maryland		93-4039151
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
330 Madison Avenue,20thFloor
New York, New York		10017
(Address of principal executive offices)		(Zip Code)

(212) 516-3171

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act:

(Title of Class)

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 November 6, 2024 there was no established public market for the registrant's shares of Common Stock. The number of shares of Registrant's Common Stock, $0.001 par value per share, outstanding as of November 6, 2024 was 81,000.

5C Lending Partners Corp.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS

Part I. Financial Information
Item 1. Financial Statements		3
	Statement of Assets and Liabilities as of September 30, 2024 (Unaudited)		3
	Statements of Operations for the three and nine months ended September 30, 2024 (Unaudited)		4
	Statements of Changes in Net Assets for the three and nine months ended September 30, 2024 (Unaudited)		5
	Statement of Cash Flows for the nine months ended September 30, 2024 (Unaudited)		6
	Notes to Financial Statements (Unaudited)		7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation		16
Item 3. Quantitative and Qualitative Disclosure About Market Risk		21
Item 4. Controls and Procedures		22
Part II. Other Information
Item 1. Legal Proceedings		23
Item 1A Risk Factors		23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3. Defaults Upon Senior Securities		23
Item 4. Mine Safety Disclosures		23
Item 5. Other Information		23
Item 6. Exhibits		24
Signatures		25

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (the "Report") contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about 5C Lending Partners Corp. (the "Company"), the Company's prospective portfolio investments, the Company's industry, the Company's beliefs and the Company's assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," "potential," "predicts" and variations of these words and similar expressions are intended to identify forward-looking statements. Our forward-looking statements include information in this Report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company ("BDC") and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under "Risk Factors" in our Registration Statement on Form 10 (the "Registration Statement") provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Company's control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

Although the Company believes 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 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 the Company that the Company's plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled "Item 1A. Risk Factors" in the Registration Statement and elsewhere in the Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, the Company assumes no duty and does not undertake any obligation to update the forward-looking statements contained in this Report. Because the Company is an investment company, the forward-looking statements and projections contained in this Registration Statement are excluded from the safe harbor protection provided by Section 21E of the 1934 Act and Section 27A of the 1933 Act.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

5C Lending Partners Corp.

Statement of Assets and Liabilities (Unaudited)

(Amounts in thousands, except share data)

		September 30, 2024
Assets
Cash and cash equivalents		$	3,448
Deferred offering costs			1,198
Prepaid expenses			14
Total Assets		$	4,660
Liabilities
Accrued expenses and other liabilities		$	1,077
Due to affiliate			19
Total Liabilities		$	1,096
Commitments and contingencies (Note 4)
Net Assets
Preferred Stock, $0.001 par value; 1,000,000 shares authorized; 515 shares issued and outstanding; liquidation preference of $3,000 per share (1)			-
Additional paid-in capital in excess of par value of Preferred Stock			1,545
Common Stock, $0.001 par value; 5,000,000,000 shares authorized; 81,000 shares issued and outstanding (1)			-
Additional paid-in capital in excess of par value of Common Stock			2,025
Distributable earnings (Accumulated losses)			(6	)
Total Net Assets		$	3,564
Total Liabilities and Net Assets		$	4,660
Net Asset Value Per Common Share(2)		$	24.92

(1) The par amount at September 30, 2024 is zero due to rounding.

(2) Net asset value per common share may not recalculate due to rounding.

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

5C Lending Partners Corp.

Statement of Operations (Unaudited)

(Amounts in thousands, except share data)

		For the Three Months Ended			For the Nine Months Ended
		September 30, 2024			September 30, 2024
Investment Income:
Interest income		$	-			$	-
Total Investment Income			-				-
Expenses:
Management fees (1)		$	-			$	-
Administrative service expenses			1,047				2,001
Organizational expenses			925				2,285
Directors' fees			96				115
Professional fees			94				94
Other general and administrative expenses			84				84
Amortization of deferred offering costs			17				17
Total Expenses			2,263				4,596
Less: Management fees waived(1) (Note 3)			-				-
Less: Expense Support Agreement (Note 3)			(1,269	)			(2,647	)
Less: Expenses waived by Advisor (Note 3)			(988	)			(1,943	)
Net Investment Income (Loss)			(6	)			(6	)
Net Increase (Decrease) in Net Assets Resulting from Operations		$	(6	)		$	(6	)
Preferred Stock dividends			7				7
Net Increase (Decrease) in Net Assets Resulting from Operations applicable to Common Stock			(13	)			(13	)
Per Share Information - Basic and Diluted
Net investment income (loss) per share of Common Stock (basic and diluted)(2)			(0.46	)			(0.46	)
Earnings per share of Common Stock (basic and diluted)(2)			(0.99	)			(0.99	)
Weighted average shares of Common Stock outstanding (basic and diluted)(3)			13,500				13,500

(1) Management fees for the three and nine months ended September 30, 2024, are zero due to rounding.

(2) Net investment income (loss) per share (basic and diluted) and earnings per common share (basic and diluted) may not recalculate due to rounding.

(3) Amounts are calculated based on the weighted average shares outstanding during the period beginning August, 30, 2024 (the date on which the Company's registration became effective) through September 30, 2024.

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

5C Lending Partners Corp.

Statement of Changes in Net Assets (Unaudited)

(Amounts in thousands, except share data)

	Preferred Stock		Common Stock
For the Three Months Ended September 30, 2024	Shares		Par Value (1)		Shares		Par Value (1)		Additional Paid-in Capital		Distributable Earnings (Loss)		Total Net Assets
Balance at July 1, 2024*		-		$	-			-		$	-		$	-		$	-		$	-
Operations:
Net investment income (loss)		-			-			-			-			-			(6	)		(6	)
Net Increase (Decrease) in Net Assets Resulting from Operations		-		$	-			-		$	-		$	-		$	(6	)	$	(6	)
Capital Share Transactions:
Issuance of Common Stock		-			-			81,000			-			2,025			-			2,025
Issuance of Preferred Stock		515			-			-			-			1,545			-			1,545
Net Increase (Decrease) for the Period		515			-			81,000			-			3,570			(6	)		3,564
Balance at September 30, 2024		515		$	-			81,000		$	-		$	3,570		$	(6	)	$	3,564

	Preferred Stock		Common Stock
For the Nine Months Ended September 30, 2024	Shares		Par Value (1)		Shares		Par Value (1)		Additional Paid-in Capital		Distributable Earnings (Loss)		Total Net Assets
Balance at January 1, 2024*		-		$	-			-		$	-		$	-		$	-		$	-
Operations:
Net investment income (loss)		-			-			-			-			-			(6	)		(6	)
Net Increase (Decrease) in Net Assets Resulting from Operations		-		$	-			-		$	-		$	-		$	(6	)	$	(6	)
Capital Share Transactions:
Issuance of Common Stock		-			-			81,000			-			2,025			-			2,025
Issuance of Preferred Stock		515			-			-			-			1,545			-			1,545
Net Increase (Decrease) for the Period		515			-			81,000			-			3,570			(6	)		3,564
Balance at September 30, 2024		515		$	-			81,000		$	-		$	3,570		$	(6	)	$	3,564

*The beginning balance is zero due to it being prior to the contribution of seed capital. All expenses incurred up to this date were either advanced by the Advisor on behalf of the Company and made subject to the Expense Support Agreement (Note 3), capitalized as an asset with an offsetting liability, or waived entirely.

(1) The par amounts for the three and nine months ended September 30, 2024 are zero due to rounding.

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

5C Lending Partners Corp.

Statement of Cash Flows (Unaudited)

(Amounts in thousands, except share data)

		For the Nine Months Ended September 30, 2024
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations		$	(6	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Changes in Operating Assets and Liabilities:
Prepaid expenses			(14	)
Deferred offering costs, net of amortization			(1,040	)
Due to affiliate			19
Accrued expenses and other liabilities			919
Net Cash Provided by (used in) Operating Activities			(122	)
Cash Flows from Financing Activities:
Proceeds from issuance of Common Stock			2,025
Proceeds from issuance of Preferred Stock			1,545
Net Cash Provided by (used in) Financing Activities			3,570
Net Increase (Decrease) in Cash and Cash Equivalents			3,448
Cash and Cash Equivalents, Beginning of Period			-
Cash and Cash Equivalents, End of Period		$	3,448

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

5C Lending Partners Corp.

Notes to Financial Statements (Unaudited)

(Amounts in thousands, except per share data, percentages and as otherwise noted)

Management does not believe any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

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

The information in this section contains forward-looking statements that involve risks and uncertainties. Please see "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with these statements. You should read the following discussion in conjunction with the consolidated financial statements and related notes and other financial information appearing elsewhere in this Report.

The following discussion is designed to provide a better understanding of our financial statements, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the consolidated financial statements and the notes thereto included or incorporated in this Report. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.

Overview and Investment Framework

5C Lending Partners Corp. (the "Company") is incorporated under the laws of the State of Maryland and was formed on October 16, 2023. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended ("1940 Act"). For U.S. federal income tax purposes, beginning with our tax year ending December 31, 2024, we will elect to be treated, and we intend to qualify annually thereafter, as a RIC under Subchapter M of the Internal Revenue Code of 1986; as amended (the "Code"). As a BDC and a RIC, we will be required to comply with certain regulatory requirements. We are managed by 5C Lending Partners Advisor LLC (the "Advisor"). The Advisor is a limited liability company that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Advisor is responsible for managing our day-to-day operations and providing investment advisory and management services to the Company.

Our investment objective is to generate current income and long-term capital appreciation primarily by investing in U.S.-domiciled upper middle-market companies through direct originations of first lien debt (including stand-alone first lien loans, "unitranche" loans, which are loans that combine both senior and subordinated debt, generally in a first lien position and first lien secured bonds) and, to a lesser extent, second lien debt, unsecured debt and equity or equity-related investments. The Company generally considers upper middle-market companies to consist of companies with earnings before interest, income tax, depreciation and amortization between $50 million to $500 million annually at the time of investment. The Company may from time to time invest in smaller or larger companies and other instruments if the Advisor believes that the opportunity presents attractive investment characteristics and the potential for attractive risk-adjusted returns. Under normal market conditions, we generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit instruments issued by corporate issuers (including loans, notes, bonds and other corporate debt securities). The Company's 80% policy with respect to investments in credit-related instruments is not fundamental and may be changed by the Board of Directors without Stockholder approval. Stockholders will be provided with sixty (60) days' notice in the manner prescribed by the SEC before making any change to this policy. We invest primarily in private companies based in the United States, which is subject to compliance with BDC requirements to invest at least 70% of our assets in U.S. companies.

Although not expected to be a primary component of the Company's investment strategy, the Company may also selectively make opportunistic investments in portfolios of loans, receivables or other debt instruments, traded loans, and securities of corporate issuers when market conditions create opportunities with a compelling risk profile, and potential strategic opportunities, including acquisitions of other private and public finance companies, business development companies and asset managers.

Most of the Company's debt investments are expected to be unrated. When rated by a nationally recognized statistical ratings organization, the Company expects that its debt investments will generally carry a rating below investment grade (rated lower than "Baa3" by Moody's Investor Service, Inc. or lower than "BBB-" by Standard & Poor's Rating Services), which is often referred to as "junk."

The Company will employ leverage as market conditions permit and at the discretion of the Advisor, but in no event will leverage employed exceed the limitations set forth in the 1940 Act. Pursuant to the 1940 Act, the Company is required to have an asset coverage ratio of at least 150%, which means for every $100 of net assets the Company holds, the Company may raise $200 from borrowing and issuing senior securities (including debt and preferred stock). Under the 1940 Act, any preferred stock we issue, including the Preferred Stock will constitute a "senior security" for purposes of the 150% asset coverage test. Any such leverage, would be expected to increase the total capital available for investment by the Company.

The Company intends to seek to list its shares of Common Stock on a national securities exchange (an "Exchange Listing") as determined by the Advisor in its sole discretion within seven years of the initial closing, subject to an additional one-year extension with the approval of the Board of Directors. Any Exchange Listing is subject to future market conditions and there can be no assurance that any exchange listing will occur. Until any Exchange Listing, the Company's Common Stock is not registered under the 1933 Act, or any state securities law, and will be restricted as to transfer by law and the terms of the charter of the Company.

The Company commenced operations on September 26, 2024, the date on which the Company issued 515 shares of Preferred Stock. Prior to the commencement of operations, our efforts were limited to the organization of and preparation for the Company's commencement of operations and future operations. The organizational expenses of $925 and $2,285 incurred by the Company for the three and nine months ended September 30, 2024, respectively, were advanced by our Advisor and are subject to conditional reimbursement by us pursuant to the Expense Support Agreement, which is described in Note 3 to our Financial Statements. Refer to Note 2 and Note 3, respectively, for additional information on the Company's organizational expenses and the terms governing the Expense Support Agreement.

Key Components and Our Results of Operations

Revenues

We plan to generate revenue primarily from interest income on debt investments, capital gains and dividend income. Our debt investments are expected to bear interest at a fixed or floating rate. In certain cases, some of our investments may provide for deferred or payment-in-kind ("PIK") interest payments. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at maturity date. In addition, the Company may also generate revenue in the form of commitment, amendment, structuring, syndication, due diligence and other fees.

Expenses

Except as specifically provided below, all investment professionals and staff of the Advisor, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Advisor. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including the Management Fees and Incentive Fees, to the Advisor, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our Chief Compliance Officer, Chief Financial Officer and their respective staffs; (ii) compensation of investor relations, legal, operations and other non-investment professionals of the Administrator that perform duties for us; and (iii) costs associated with compliance with Sarbanes-Oxley Act of 2002, as amended; and (c) all other expenses of our operations, administrations and transactions.

With respect to costs incurred in connection with our organization and offering, the Advisor has agreed to advance all such costs on our behalf. Unless the Advisor waives or elects to cover such expenses pursuant to the Expense Support Agreement, we will be obligated to reimburse the Advisor for such advanced expenses. See the Expense Support Agreementsection below. Any reimbursements that may be made by us in the future will not exceed actual expenses incurred by the Advisor and its affiliates.

Expense Support Agreement

We have entered into the Expense Support Agreement with the Advisor. For additional information see Item 1. Financial Statements - Notes to Financial Statements, Note 3 Agreements and Related Party Transactions.

Results of Operations

For the three and nine months ended September 30, 2024, we had not made any investments nor commenced origination activity.

Expenses

Expenses were as follows:

	For the Three Months Ended			For the Nine Months Ended
Expenses	September 30, 2024			September 30, 2024
Management fees	$	-			$	-
Administrative service expenses		1,047				2,001
Organizational expenses		925				2,285
Directors' fees		96				115
Professional fees		94				94
Other general and administrative expenses		84				84
Amortization of deferred offering costs		17				17
Total Expenses		2,263				4,596
Less: Management fees waived		-				-
Less: Expense Support Agreement		(1,269	)			(2,647	)
Less: Expense waived by Advisor		(988	)			(1,943	)
Net Expenses	$	6			$	6

Professional Fees

Professional fees include legal, audit, tax, valuation and other professional fees incurred related to the management of the Company. For the three and nine months ended September 30, 2024, the Company incurred $94 in professional fees.

Administration Services Expenses

Administrative service expenses represent fees paid to the Administrator for our allocable portion of overhead, technology and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of certain of our executive officers and other non-investment professionals that perform duties for us. Refer to Note 3 to our financial statements for additional information regarding the Administration Agreement and the administrative fees thereunder. For the three and nine months ended September 30, 2024, the Company incurred $1,047 and $2,001 of administrative service expenses, respectively.

Offering Costs

Costs associated with the offering of shares of Common Stock and Preferred Stock are capitalized as deferred offering costs and included on the Statement of Assets and Liabilities and amortized over a twelve-month period. For the three and nine months ended September 30, 2024, the Company incurred $519 and $1,057 in offering costs, respectively, of which $17 was amortized to expense for the three and nine months ended September 30, 2024.

Organizational Expenses

Organizational expenses include the cost of formation, including legal fees related to the creation and organization of the Company and its related documents of organization. For the three and nine months ended September 30, 2024, the Company incurred $925 and $2,285 in organizational expenses, respectively.

Other General and Administrative Expenses

Other general and administrative expenses include director fees, insurance, filing, research, sub-administrator, subscriptions and other costs. For the three and nine months ended September 30, 2024, the Company incurred $84 in other general and administrative expenses.

Compensation to the Advisor

We pay the Advisor investment advisory fees for its services under the Investment Advisory Agreement consisting of two components: a Management Fee and an Incentive Fee. The cost of both the Management Fee and the Incentive Fee is borne by the Company's stockholders.

Management Fee

The Management Fee is payable quarterly in arrears. The Management Fee is payable at an annual rate of 0.60% of the average value of the Company's gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of each of the Company's two most recently completed calendar quarters. For purposes of the Investment Advisory Agreement, "gross assets" means the Company's total assets determined on a consolidated basis in accordance with GAAP, excluding cash and cash equivalents, but including assets purchased with borrowed amounts. The Management Fee for any partial quarter is appropriately prorated (based on the actual number of days elapsed relative to the total number of days in such calendar quarter). See Note 3 to our financial statements for additional information regarding the Investment Advisory Agreement and the fee arrangement thereunder. For the three and nine months ended September 30, 2024, the Company incurred Management Fees of $99 dollars.

Incentive Fee

We pay the Advisor an Incentive Fee consisting of two parts: (i) an Investment Income Incentive Fee and (ii) a Capital Gains Incentive Fee. The Investment Income Incentive Fee will be calculated and payable on a quarterly basis, in arrears, and will equal 10.0% (17.5% in the event of an Exchange Listing) of Pre-Incentive Fee Net Investment Income (defined below) for the immediately preceding calendar quarter, subject to a quarterly preferred return of 1.50% (i.e., 6.0% annualized), or "Hurdle," measured on a quarterly basis and subject to a 100% "catch-up" feature. See Note 3 to our financial statements for additional information regarding the Investment Advisory Agreement and the fee arrangement thereunder. For the three and nine months ended September 30, 2024, the Company did not incur any Incentive Fees.

Financial Condition, Liquidity and Capital Resources

We intend to generate cash primarily from (i) the net proceeds of the Private Offering and other future offerings of equity or debt securities, (ii) cash flows from our operations, and (iii) proceeds from borrowings from banks or other lenders. To the extent we determined that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into one or more credit facilities including revolving credit facilities, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors.

In addition, we may raise capital by securitizing certain of our investments, including through the formation of one or more collateralized loan obligations or warehouse facilities, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity to purchasers on a non-recourse or limited recourse basis.

Our primary use of cash will be (i) investments in portfolio companies, (ii) payments of the Company's expenses, (iii) debt service, repayment and other financing costs of our borrowings, and (iv) cash distributions to the Company's stockholders.

We believe that our current cash and cash equivalents on hand and our anticipated cash flows from operations will be adequate to meet our needs for our daily operations for at least the next twelve months. As of September 30, 2024, we had $3,448 in cash and cash equivalents. During the nine months ended September 30, 2024, cash used for operating activities was $122 while cash provided by financing activities was $3,570 primarily from the proceeds of the issuance of Common Stock and Preferred Stock.

For the nine months ended September 30, 2024, the Company did not hold any debt.

Equity

On July 10, 2024, the Advisor seeded the Company by purchasing 1,000 shares of the Company's Common Stock, par value $0.001 per share, at a price of $25.00 per share as the Company's initial capital. On September 26, 2024 the Company issued and sold 80,000 shares of Common Stock for an aggregate offering price of $2,000. After the draw-down, the Company had $18,000 in unfunded Capital Commitments.

Additionally, on September 26, 2024, the Company completed a private offering of its 12.0% Series A cumulative preferred stock, par value $0.001 per share (the "Preferred Stock") to unaffiliated individual investors who are "accredited investors" as defined in Regulation D of the Securities Act. Pursuant to this private offering we issued and sold 515 shares of Preferred Stock for an aggregate purchase price of $1,545. The holders of the Preferred Stock are subject to certain dividend, voting, liquidation and other rights that are more fully described in Note 5 to our Financial Statements.

For the three and nine months ended September 30, 2024, we have issued 515 shares of Preferred Stock and may in the future issue additional series of preferred stock, though it has no intention to do so. For additional information on the Company's offering of Preferred Stock, refer to Item 1. Financial Statements - Notes to Financial Statements, Note 5 Net Assets.

Distributions

We intend to elect to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify each taxable year for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income (if any) for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieve us from corporate-level U.S. federal income taxes. During the three and nine months ended September 30, 2024, no distributions had been declared or paid by the Company in regard to both Common Stock and the Preferred Stock.

Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year distributions from such income, we will accrue excise tax on estimated excess taxable income.

Borrowings

We intend to enter into one or more credit facilities or enter into other financing arrangements to facilitate our investment objectives. It is anticipated that such credit facilities typically will bear interest at floating rate spreads over SOFR or other applicable reference rates. Shareholders will bear the costs associated with any borrowings under our financing arrangements. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may require us to comply with positive or negative covenants that could have an effect on our operations. In addition, from time to time, our losses on leveraged investments may result in the liquidation of other investments held by us and may result in additional drawdowns to repay such amounts.

Contractual Obligations

We entered into the Investment Advisory Agreement with the Advisor to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services. We entered into the Expense Support Agreement with the Advisor to provide us with support with respect to certain expenses and subject to reimbursement. Payments for investment advisory services under the Investment Advisory Agreement, reimbursements under the Administration Agreement and reimbursements under the Expense Support Agreement are described in "Item 1. Financial Statement-Notes to Financial Statement-Note 3. Fees, Expenses, Agreements and Related Party Transactions."

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. On September 30, 2024, management is not aware of any pending or threatened litigation.

Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

In addition to the aforementioned agreements, the Company has applied for, and expects to be granted, an exemptive order from the SEC to co-invest alongside other funds and accounts managed and controlled by the Advisor and its affiliates, in a manner consistent with the Company's investment objective, policies and restrictions as well as applicable regulatory requirements. See Note 3 to our Financial Statements.

Recent Developments

The Company has closed on Capital Commitments in its private offering totaling $604,804, of which $23,950 is from affiliates of the Company, as of November 7, 2024.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. The Company has identified income tax as the Company's most critical accounting estimates currently. On an ongoing basis, we evaluate the Company's estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.

Income Taxes

We elected to be treated, and intend to qualify each year thereafter, as a RIC. As a RIC, we generally will not have to pay corporate-level U.S. federal or state income taxes on any ordinary income or capital gains that the Company distributes to the stockholders as dividends. To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to obtain RIC tax benefits, the Company must distribute to the Company's stockholders, for each taxable year, at least 90% of the Company's "investment company taxable income," which is generally the Company's ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses (the "Annual Distribution Requirement").

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company is subject to financial market risks, including changes in interest rates. Because we expect to borrow money to make investments, our net investment income will depend in part upon the difference between the rate at which we borrow funds and the rate at which we invest these funds as well as our level of leverage. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on the Company's net investment income or net assets.

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may hedge against interest rate and foreign currency fluctuations by using standard hedging instruments such as futures, options and forward contracts or a credit facility subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates and foreign currencies, such activities may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to the portion of the Company's portfolio of investments, if any, with fixed interest rates or denominated in foreign currencies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, our management carried out an evaluation, under the supervision and with the participation of our Co-Presidents and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on that evaluation, our Co-Presidents and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2024 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, are any material legal proceedings threatened against us. We may be a party to certain lawsuits in the normal course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. Furthermore, third parties may try to seek to impose liability on us in connection with our activities or the activities of our portfolio companies. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

For information regarding the principal risks that may materially adversely affect our business, results of operations, financial condition and cash flows, see the risk factors discussed under the heading "Risk Factors" in the Registration Statement, as may be amended and supplemented from time to time. There have been no material changes from the risk factors set forth in our Registration Statement. You should carefully consider the risk factors set forth in the Registration Statement and the other information set forth elsewhere in this quarterly report on Form 10-Q. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition, results of operations and cash flows.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. OtherInformation.

During the three and nine months ended September 30, 2024, no director or officer adoptedor terminateda "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits.

Exhibit Index

3.1	Articles of Amendment and Restatement (1)
3.2	Articles Supplementary to the Charter of 5C Lending Partners Corp. (3)
3.3	Amended and Restated Bylaws (1)
4.1	Form of Subscription Agreement (1)
4.2	Form of Preferred Stock Subscription Agreement for Series A Preferred Stock (3)
10.1	Investment Advisory Agreement (1)
10.2	Administration Agreement (1)
10.3	Distribution Reinvestment Plan (1)
10.4	Form of Indemnification Agreement (1)
10.5	Custody Agreement, dated as of July 10, 2024, by and between the Registrant, U.S. Bank Trust Company, National Association and U.S. Bank National Association (2)
10.6	License Agreement (1)
10.7	Expense Support and Conditional Reimbursement Agreement (1)
21.1	List of Subsidiaries - None
31.1*	Certification of Co-Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Co-Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Co-Principal Executive Officers and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Joint Code of Ethics of the Registrant and Advisor (1)
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*	Cover Page Interactive Data (embedded within the Inline XBRL document)

(1) Previously filed as an exhibit to the Registrant's registration statement on Form 10 (File No. 000-56665) filed on July 1, 2024, and incorporated herein by reference.

(2) Previously filed as an exhibit to the Registrant's amendment No. 1 to the registration statement on Form 10 (File No. 000-56665) filed on August, 13, 2024, and incorporated herein by reference.

(3) Previously filed as an exhibit to the Registrant's current report on Form 8-K filed on September 26, 2024 and incorporated by reference herein.

* 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.

	5C LENDING PARTNERS CORP.
Date: November 7, 2024	/s/ Thomas Connolly
	Name:	Thomas Connolly
	Title:	Co-President
Date: November 7, 2024	/s/ Michael Koester
	Name:	Michael Koester
	Title:	Co-President
Date: November 7, 2024	/s/ Jason Roos
	Name:	Jason Roos
	Title:	Chief Financial Officer, Treasurer and Secretary

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