UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 3.02 | Unregistered Sales of Equity Securities. |
On July 8, 2025, pursuant to a capital drawdown notice delivered to its investors, Commonwealth Credit Partners BDC I, Inc. (the “Company”) issued and sold 32,392.86 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), for an aggregate offering price of $30,000,000.
The sale of the Shares was made pursuant to 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 up to the amount of their respective capital commitments each time the Company delivers a drawdown notice with a minimum of 10 business days’ prior notice to the date on which payment will be due.
Each of the sales of Shares is 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 (i) an “accredited investor,” as defined in Regulation D under the Securities Act and (ii) was acquiring the Shares for investment and not with a view to resell or distribute. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with such issuances.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 104 | Cover page interactive data file (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 4, 2025 | COMMONWEALTH CREDIT PARTNERS BDC I, INC. | |||||
| By: | /s/ Michael Altschuler | |||||
| Name: | Michael Altschuler | |||||
| Title: | Secretary | |||||