Pearl Diver Credit Co Inc美股招股说明书(2025-09-19版)

Pearl Diver Credit Company, Inc. $15,000,000 in Common Stock$0.001 par value per share We are an externally managed, non-diversified closed-end management investment company that has registered as an investmentcompany under the Investment Company Act of 1940, as amended, or the “1940 Act”. Our primary investment objective is tomaximize our portfolio’s total return with a secondary objective to generate high current income. We will seek to achieve ourinvestment objectives by investing primarily in equity and junior debt tranches of collateralized loan obligations (“CLOs”) that arecollateralized by portfolios of sub-investment grade, senior secured floating-rate debt, issued by a large number of distinct UScompanies across several industry sectors. We may also invest in other securities and instruments that are related to these investmentsor that the Adviser (defined below) believes are consistent with our investment objectives, including senior and mezzanine debttranches of CLOs and CLO loan accumulation facility warehouse (“CLO Warehouse”) first loss investments. The Company has adopted a non-fundamental investment policy in accordance with Rule 35d-1 under the 1940 Act to invest,under normal circumstances, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in creditinstruments. The Company defines “credit instruments” as financial instruments the performance of which is derived from theperformance of senior secured loans or pools thereof. Instruments that the company considers to be “credit instruments” include, butare not limited to, senior, mezzanine, and junior debt tranches of CLOs, equity tranches of CLOs, and CLO Warehouses. We were organized as Pearl Diver Credit Company, LLC, a Delaware limited liability company, on April 12, 2023 and, effectiveJuly 9, 2024, we converted from a Delaware limited liability company into a Delaware corporation under the name Pearl Diver CreditCompany Inc. Pearl Diver Capital LLP, or the “Adviser,” is our adviser and manages our investments subject to the supervision of our board ofdirectors. The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) and, asof August 31, 2025, had approximately $3.0 billion of committed assets under management for investment in CLO securities andrelated investments. Our common stock trades on the New York Stock Exchange, or “NYSE”, under the ticker symbol “PDCC”. We determine theNAV per share of our common stock on a monthly basis (or more frequently, as appropriate, such as with respect to an offering). As ofAugust 31, 2025, the NAV per share of our common stock was $17.41 (the last date prior to the date of this prospectus as of which wedetermined our NAV). In conjunction with this offering, we determined that the Fund’s NAV per share as of September 17, 2025 was$16.89. The closing sales price for shares of the Company’s common stock on the NYSE on September 17, 2025 was $16.99, whichrepresented a 0.6% premium to NAV per share as of that date. As of September 12, 2025, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float,was approximately $45.2 million, which was calculated based on 2,530,000 shares of outstanding common stock held by non-affiliatesand on a price per share of $17.87, the closing price of our common stock on July 23, 2025, which is within sixty days prior to the dateof this prospectus supplement. Pursuant to certain SEC rules, in no event will we sell our securities in a public primary offering with avalue exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0million. We have not offered any securities pursuant to the SEC rules noted above during the 12 calendar months prior to andincluding the date of this prospectus supplement. We are offering up to $15,000,000 aggregate offering price of our common stock pursuant to this prospectus supplement and theaccompanying prospectus. The Company and the Adviser have entered into an Equity Distribution Agreement, dated September 19,2025 (the “Equity Distribution Agreement”), with Lucid Capital Markets, LLC (“Lucid” or the “Placement Agent”) relating to theissuance and sale of shares of up to $75,000,000 of the Company’s common stock, as offered by this prospectus supplement, futureprospectus supplements, and the accompanying prospectus. The Equity Distribution Agreement provides that we may offer and sell shares of our common stock from time to time through thePlacement Agent, as placement agent or principal. Sales of our common stock under this prospectus supplement and the accompanyingprospectus may be made by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the SecuritiesAct of 1933, as amended (the “Securities Act”). There is no arrangement for funds to be received in an escrow, trust or similararrangement. The Placeme