Diameter Credit Co.

03/13/2025 | Press release | Distributed by Public on 03/13/2025 15:21

Amendment to Annual Report (Form 10-K/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
Amendment No. 1
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31
, 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 000-56624
Diameter Credit Company
(Exact name of Registrant as specified in its Charter)
Delaware
88-1389797
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
55 Hudson Yards, 29th Floor,
New York,
NY
10001
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (212)
655-1419
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
None
None
None
Securities registered pursuant to Section 12(g) of the Act:
Common shares of beneficial interest, par value $0.001 per share
(Title of class)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ 
NO
 ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ 
NO
 ☒
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, 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2
of the Exchange Act). YES ☐ NO ☒
There is currently no established public market for the Registrant's Common Shares of beneficial interest, par value $
0.001
per share ("Common Shares").
The number of shares of Registrant's Common Shares outstanding as of March 12, 2025 was 25,535,954.
EXPLANATORY NOTE
Diameter Credit Company (the "Company", "we", "us", and "our") is filing this Amendment No. 1 (the "Amendment") to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission (the "SEC") on March 12, 2025 (the
"Form 10-K").
The Company inadvertently omitted certain signatures from the signature page that was included with the
Form 10-K.
The Company is filing this Amendment solely to include the revised signature page.
In addition, as required by Rule
12b-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's principal executive officers and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule
13a-14(a)
or
15d-14(a)
of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation
S-K,
paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the
Form 10-K.
Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing date of the
Form 10-K. This
Amendment should be read in conjunction with the
Form 10-K.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following exhibits are filed as part of this Amendment:
Exhibit

Number
Description
 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 31.2* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 31.3* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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 File (embedded within the Inline XBRL document)
*
Filed herewith.
Item 16.
Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Diameter Credit Company
Date: March 13, 2025 By: /s/ Joseph Carvalho
Joseph Carvalho
Co-
Chief Executive Officer
(Principal Executive Officer)
Date: March 13, 2025 By: /s/ Ben Pasternack
Ben Pasternack
Co-Chief
Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: March 13, 2025 By: /s/ Joseph Carvalho
Joseph Carvalho
Co-
Chief Executive Officer and Trustee
(Principal Executive Officer)
Date: March 13, 2025 By: /s/ Ben Pasternack
Ben Pasternack
Co-Chief
Executive Officer
(Principal Executive Officer)
Date: March 13, 2025 By: /s/ Vishal Sheth
Vishal Sheth
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date: March 13, 2025 By: /s/ Jonathan Lewinsohn
Jonathan Lewinsohn
Trustee
Date: March 13, 2025 By: /s/ Amanda R. Wurtz
Amanda R. Wurtz
Trustee
Date: March 13, 2025 By: /s/ Daniel Kasell
Daniel Kasell
Trustee and Chair of the Audit Committee
Date: March 13, 2025 By: /s/ Steven Bossi
Steven Bossi
Trustee
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