Item 3.02. Unregistered Sales of Equity Securities
On October 1, 2026, the Company issued an aggregate of 324,649.73 Class A shares at a price per share of $21.5617 for an aggregate purchase price of $7,000,000.00, consisting of shares issued to the Anchor Investors pursuant to the Anchor Investment and shares issued to the unaffiliated life insurance and annuities company pursuant to the subscription agreement dated July 1, 2026. The offers and sales of such Class A shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof.
In connection with the continuous private offering of the Company, on October 1, 2026, the Company sold an aggregate of 287,088.13 common shares (the "Shares") for aggregate consideration of approximately $5,850,000.00, to third party investors, plus applicable upfront selling commissions and dealer manager fees. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.
The following table details the Shares sold:
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Title of Securities
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Number of Shares Sold
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Aggregate Consideration
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Class I Common Shares
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1,239.86
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$
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25,000.00
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Class F-S Common Shares
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31,663.59
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$
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645,000.00
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Class F-I Common Shares
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251,879.28
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$
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5,130,000.00
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Class E Common Shares
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2,305.40
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$
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50,000.00
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