Sound Point Meridian Capital Inc Series A Pfd美股招股说明书(2025-10-06版)

Up to $100,000,000Common StockOffered by the Company Up to 5,297,083 shares of Common StockOffered by the Selling Stockholder We are an externally managed, non-diversified closed-end management investment company that has registered as aninvestment company under the Investment Company Act of 1940, as amended, or the “1940 Act.” Our primary investment objective isto generate high current income, with a secondary objective to generate capital appreciation. We seek to achieve our investmentobjectives by investing primarily in equity and mezzanine tranches of collateralized loan obligations, or “CLOs,” which arecollateralized by portfolios consisting primarily of below investment grade U.S. senior secured loans. We may also invest in othersecurities and instruments that our investment adviser believes are consistent with our investment objectives, including junior debttranches of CLOs and loan accumulation facilities. The CLO securities in which we primarily seek to invest are typically unrated orrated below investment grade (commonly known as “junk” bonds) and are considered speculative with respect to timely payment ofinterest and repayment of principal. The CLO equity securities in which we intend to invest are highly leveraged (with CLO equitysecurities typically being leveraged nine to 13 times), which magnifies our risk of loss on such investments. Loan accumulationfacilities (or “CLO warehouses”) are short- to medium-term facilities (typically ranging from approximately three to 12 months),often provided by the bank that will serve as the placement agent or arranger on a CLO transaction. Loan accumulation facilitiestypically incur leverage between four and six times equity prior to a CLO’s pricing. Sound Point Meridian Management Company, LLC, or the “Adviser,” is our investment adviser and manages ourinvestments subject to the supervision of our board of directors. Sound Point Administration LLC, or the “Administrator,” serves asour administrator. On June14, 2024, our common stock began trading on the New York Stock Exchange (the “NYSE”) under theticker symbol “SPMC” following our initial public offering of 4,000,000 shares of our common stock (the “IPO”) at a public offeringprice of $20.00 per share. We, the Adviser, the Administrator, and AG Asset Strategies LLC (the “Selling Stockholder”) have entered into an EquityDistribution Agreement, dated October 6, 2025 (the “Equity Distribution Agreement”), with Oppenheimer & Co. Inc., Lucid CapitalMarkets, LLC, and B. Riley Securities, Inc. (each, a “Placement Agent” and collectively, the “Placement Agents”). Pursuant to theEquity Distribution Agreement, (i) we may offer and sell shares of our common stock having an aggregate offering price of up to $100million and (ii) the Selling Stockholder may offer and sell up to 5,297,083 shares of our common stock, in each case from time to timethrough the Placement Agents (the “ATM Program”). Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by anymethod that is deemed to be an “at the market offering” as defined in Rule415 under the Securities Act of 1933, as amended (the“Securities Act”), including without limitation, sales made directly on or through the NYSE or similar securities exchanges or salesmade to or through a market maker other than on an exchange. There is no arrangement for funds to be received in an escrow, trust orsimilar arrangement. The Placement Agents will receive a commission from us equal to up to 1.5% of the gross sales price of any shares of ourcommon stock sold by us through the Placement Agents under the Equity Distribution Agreement. The Placement Agents will receivea commission from the Selling Stockholder equal to 1.5% of the gross sales price of any shares of our common stock sold by theSelling Stockholder through the Placement Agents under the Equity Distribution Agreement. The Placement Agents are not required tosell any specific number or dollar amount of common stock, but will use their commercially reasonable efforts consistent with theirsales and trading practices to sell the shares of our common stock offered by this prospectus supplement and the accompanyingprospectus. For all fees and expenses paid to the Placement Agents, see “Plan of Distribution” beginning on page S-18 of thisprospectus supplement. In general, there is no fixed sales price per share in an at-the-market offering. However, the Joint PlacementNotice (as defined in the Equity Distribution Agreement) that the Company will send to the Placement Agent will provide a minimumprice for sales of common stock by the Company and, if applicable, the Selling Stockholder. The sales price per share of our commonstock offered and sold by us through the Placement Agents under this prospectus supplement and the accompanying prospectus, lesscommissions payable under the Equity Distribution Agreement and discounts, if any, will not be less than the net asset valu