Palmer Square Capital BDC Inc美股招股说明书(2025-03-03版)

Upto$100,000,000CommonStock Weare an externally managed,non-diversified closed-end management investmentcompanythat primarily lends to and invests in corporate debt securities,includingsmallto large private U.S.companies,and have elected to be regulated as abusinessdevelopment company(“BDC”)under the Investment Company Act of 1940,asamended(the“1940 Act”).For federal income tax purposes,we have elected to betreated as a regulated investment company (“RIC”) under Subchapter M of the InternalRevenueCode of 1986,as amended(the“Code”).Our investment objective is tomaximizetotal return,comprised of current income and capital appreciation.Ourcurrentinvestment focus is guided by two strategies that facilitate our investmentopportunities and core competencies: (1)investing in corporate debt securities and,toa lesser extent,(2)investingin collateralized loan obligation structuredcredit funds, or “CLOs”, that typically own corporate debt securities, including intheequity and junior debt tranches of CLOs.We may also receive warrants or otherrightsto acquire equity or similar securities or otherwise purchase such securitiesin connection with making a debt investment in a company. PalmerSquare BDC Advisor LLC serves as both our investment adviser andadministrator. Weand Palmer Square BDC Advisor LLC entered into an Equity DistributionAgreement,dated March 3,2025(the“Equity Distribution Agreement”)with RBCCapitalMarkets,LLC(the“Sales Agent”),relating to the shares of our commonstock, par value $0.001 per share, offered pursuant to this prospectus supplement andtheaccompanying prospectus.The Equity Distribution Agreement provides that we mayoffer and sell shares of our common stock having an aggregate offering price of up to$100,000,000from time to time through the Sales Agent.Subject to the terms of theEquityDistribution Agreement,the Sales Agent is not required to sell any specificnumberor dollar amounts of securities but will act as our sales agent usingcommerciallyreasonableeffortsconsistentwithitsnormaltradingandsalespractices, on mutually agreed terms between the Sales Agent and us. TheSales Agent will be entitled to compensation under the terms of the EquityDistribution Agreement at a commission of up to 1% of the gross sales price per shareofcommon stock sold pursuant to the Equity Distribution Agreement.In connectionwiththe sale of our common stock on our behalf,the Sales Agent may be deemed to bean “underwriter” within the meaning of the Securities Actof 1933, as amended (the“SecuritiesAct”),and the compensation of the Sales Agent may be deemed to be anunderwritingcommission or discount.We have also agreed to provide indemnificationandcontribution to the Sales Agent against certain civil liabilities,includingliabilities under the Securities Act. Salesof our common stock,if any,under this prospectus supplement and theaccompanyingprospectus may be made by transactions that are deemed to be part of an“atthe market offering”as defined in Rule415(a)(4)promulgatedunder theSecurities Act, by means of ordinary brokers’ transactions that qualify for deliveryofa prospectus to the NewYorkStock Exchange(“NYSE”),in accordance withRule153under the Securities Act,or such other sales as may be agreed by us andtheSales Agent,at market prices prevailing at the time of sale,at prices relatedto prevailing market prices or at negotiated prices. The offering of shares of commonstockpursuant to the Equity Distribution Agreement will terminate upon the earlierof(1)thesale of shares of common stock having an aggregate offering price of$100,000,000and(2)thetermination of the Equity Distribution Agreement by us ortheSales Agent.See“Plan of Distribution”beginning on page S-10 of thisprospectus supplement. Our common stock is traded on the NYSE under the symbol “PSBD.” On February27,2025,the last reported sale price of our common stock on the NYSE was$15.42 pershare.The net asset value(“NAV”)per share of our common stock on January31,2025(the last date prior to the date of this prospectus supplement on which wedeterminedNAV)was$16.70.We urge you to obtain current market quotations of ourcommonstock.The gross sales price per share of our common stock offered by thisprospectus supplement and the accompanying prospectus, less commissions payable under theEquity Distribution Agreement and discounts,if any,will not be less than theNAV per share of our common stock at the time of such sale unless we have stockholderapproval to issue common stock at prices below NAV. Table of Contents Thisprospectus supplement and the accompanying prospectus,including anydocumentsincorporated by reference herein,contain important information you shouldknowbefore investing in our common stock,including information about risks.Pleasereadthis prospectus supplement and the accompany prospectus before you invest andretainthem for future reference.We may also authorize one or more free writingprospectusesto be provided to you in connection with this offering.Yo