Lafayette Square USA Inc.

10/01/2025 | Press release | Distributed by Public on 10/01/2025 14:55

Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.
On September 29, 2025, pursuant to a drawdown notice previously delivered to investors, Lafayette Square USA, Inc. (the "Company") sold approximately 1.7 million shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), for an aggregate offering price of approximately $25.5 million.
The sales of Common Stock were made pursuant to subscription agreements (collectively, the "Subscription Agreements") entered into by the Company with its investors. Under the terms of the Subscription Agreements, each investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis.
The sales of the Common Stock are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from investors in the relevant Subscription Agreements that each investor is an "accredited investor," as defined in Regulation D under the Securities Act.
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