| Item 1. | |
| (a) | Name of issuer:
26North BDC, Inc. |
| (b) | Address of issuer's principal executive offices:
600 Madison Avenue, 26th Floor, New York, New York, 10022 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by (i) Amwal Investments LLC ("Amwal") and (ii) Abu Dhabi Investment Council Company P.J.S.C. ("ADIC"). The foregoing are collectively referred to herein as the "Reporting Persons."
Amwal holds the securities of the Issuer.
Amwal is a wholly owned subsidiary of ADIC. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal office of each of Amwal and ADIC is Al Bahr Towers, Sheikh Zayed Bin Sultan Street, (Intersection with Shakhbout Bin Sultan Street - 19th Street) PO BOX 61999, Abu Dhabi, United Arab Emirates. |
| (c) | Citizenship:
Please refer to Item 4 on each cover page for each Reporting Person. |
| (d) | Title of class of securities:
Shares of Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
000000000 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Amwal 2,491,702
ADIC 2,491,702
ADIC disclaims beneficial ownership of all securities included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (b) | Percent of class:
Amwal 13.4%
ADIC 13.4%
The percentages are based on 18,557,565 shares of Common Stock outstanding as of May 7, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed on May 7, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
2,491,702
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
2,491,702
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)