Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with "Item 1. Financial Statements" hereto and "Part II, Item 8-Financial Statements and Supplementary Data" of our most recent Annual Report on Form 10-K, as updated from time to time by our periodic filings with the SEC. This discussion contains forward-looking statements and involves numerous risks, uncertainties, and other factors outside of our control, including, but not limited to, those set forth in Part I, Item 1A-"Risk Factors" of our most recent Annual Report on Form 10-K, as updated from time to time by our periodic filings with the SEC.

Overview

Third Point Private Capital Partners was formed as a Delaware statutory trust under the laws of the State of Delaware on May 23, 2024. We have elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the "1940 Act"), and intend to elect to be treated as a RIC for federal income tax purposes beginning with our tax year ending December 31, 2026, and intend to qualify annually thereafter. As such, we will be required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying assets," source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.

As of March 31, 2026, we had not made any portfolio investments nor accepted any third-party capital commitments. The Adviser had made an equity investment in us totaling $25,000, which was fully funded as of such date. Management anticipates calling additional capital for investment purposes through drawdowns on capital commitments made by investors pursuant to private offerings. In addition, subject to the applicable subscription agreement, we expect to accept investors whose entire capital commitment is funded at the time of their admission.

Investment Objective and Strategy

Our investment objective is to seek to generate current income and, to a lesser extent, long-term capital appreciation. We seek to achieve our investment objective by investing primarily in senior secured loans to U.S.-domiciled, middle market private companies with a focus on originated transactions sourced through the network of the Adviser and its affiliates, including the relationships of the members of Third Point's dedicated Private Credit team ("TP Private Credit Team"). We will also seek to achieve our investment objective by collaborating with the Adviser and its affiliates to access broader credit capabilities and industry sector experience with a view towards sourcing and selecting a wider set of investment opportunities. We will generally consider middle market companies to consist of companies with between $10 million and $100 million of annual earnings before interest expense, income tax expense, depreciation and amortization ("EBITDA"). While we intend to target loans to middle market companies, we may invest in private credit opportunities and related investments of larger or smaller companies, as well as other structured financing solutions. Our portfolio will consist primarily of directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, and unsecured debt, some of which we expect will be publicly traded, as well as equity investments and other opportunistic asset purchases, including, without limitation, common stock, preferred stock, warrants and options. We expect that, under normal circumstances, such other opportunistic asset purchases will generally not exceed 25% of our portfolio, and that no more than 10% of our total assets will be invested in exchange-listed and publicly-traded instruments under such circumstances. We may decide to make such opportunistic investments when the TP Private Credit Team believes such investments will enable us to achieve an attractive risk-adjusted return relative to other current investment opportunities. Certain of the loans or debt investment opportunities in which we invest may be accompanied by "equity-kickers," such as warrants, through which we may acquire equity securities, or the right to acquire equity securities, in a given portfolio company. A portion of our capital may also be invested from time to time on the basis of short-term market considerations, including in more liquid assets that may have a lower yield than the directly originated debt investments we primarily intend to target. We expect most of our debt investments will either not be rated or, if rated, will carry a rating below investment grade by a nationally recognized statistical rating organization (rated lower than "Baa3" by Moody's Investors Service, Inc. ("Moody's") or lower than "BBB-" by Standard & Poor's Ratings Services ("S&P"), which classification is often referred to as "junk"), and we may at times invest in loans that are or that become non-performing, distressed or defaulted, or that are or may become involved in work-outs, liquidations, reorganizations, bankruptcies or similar transactions. While we expect the weighted average maturity of our portfolio investments will be approximately three to five years once we are fully invested, there is no limit on the maturity or duration of any security we may hold in our portfolio. Loans and securities purchased in the secondary market will generally have shorter remaining terms to maturity than newly issued investments.

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We expect to focus primarily on newly-originated senior secured term loans in middle market companies that we obtain through privately negotiated transactions. Such companies may be, but are not required to be, non-sponsor businesses, which are businesses or companies that are not backed by a private equity firm or other professional equity investor. Notwithstanding that we expect to focus primarily on newly-originated senior secured term loans, we may additionally invest without limit in other types of loans or debt instruments, including bank loans and syndicated loans, unsecured loans, and subordinated loans. To the extent that we invest in syndicated loans, we expect that they will generally be underwritten by a commercial or investment bank, finance company or other investment fund, which underwriter may, but is not required to, come from TP Private Credit Team's network of relationships. We may, but are not required to, acquire or originate loans or other debt instruments (or pools thereof) with the intention of syndicating to unaffiliated third parties a portion, or potentially all, of such loans or debt instruments. Our Adviser will seek to generate investment opportunities for us through direct origination channels as well as through syndicate and club deals (i.e., investments made by a small group of investment firms). Our Adviser's investment approach will involve a multi-step selection process for each potential investment opportunity, with particular emphasis on the early detection of deteriorating credit conditions at portfolio companies which may result in adverse portfolio developments, in order to maximize current income and minimize the risk of capital loss while preserving the potential for long-term capital appreciation. With respect to the servicing of such loans, to the extent that we are one of several lenders that are party to a given credit agreement with a particular borrower, we expect that we or others may serve as the servicer to loans made under such credit agreement. In circumstances where we are appointed as a loan servicer, we may appoint a third party as a sub-servicer to assist us with or to perform any such servicing functions on our behalf.

Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other proprietary funds, investment vehicles or accounts to which Third Point provides discretionary investment advisory services (collectively, the "Third Point Funds"). From time to time, we may co-invest with other Third Point Funds, subject to limitations imposed on transactions with affiliates under the 1940 Act and any exemptive relief granted by the SEC. We have filed an application with the SEC seeking an exemptive order to co-invest with other funds, investment vehicles or accounts managed by the Adviser or its affiliates, such as the Third Point Funds, alongside the Adviser or its affiliates in a principal capacity, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, including oversight by our Board of Trustees (the "Board") in the exercise of its reasonable business judgment. There can be no guarantee regarding when, or if, such relief will be granted by the SEC.

Key Components of Operations

Investments

Our level of investment activity may vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

As a BDC, we generally must invest at least 70% of our assets in "qualifying assets," which typically will include investments in "eligible portfolio companies." Under the relevant SEC rules, the term "eligible portfolio company" includes all U.S. private operating companies and small U.S. public operating companies with a market capitalization of less than $250 million.

Revenues

We expect to generate revenues primarily through receipt of interest income from our investments. In addition, we generate income from capital gains on the sales of loans, debt and equity related securities, and various loan origination and other fees, as well as dividends on direct equity investments.

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Expenses

We have entered into the Administration Agreement pursuant to which the Administrator will provide the administrative services necessary for us to operate. We are utilizing the Administrator's office facilities, equipment and recordkeeping services. The Administrator has engaged with State Street Bank and Trust Company, which is not an affiliate of us or the Adviser, to provide us with certain fund accounting and administrative services. Any sub-administrator is compensated separately for performing sub-administrative services under the terms of a sub-administration agreement. We will pay no fee in connection with the services provided under the Administration Agreement. We will reimburse the Administrator for any costs and expenses it may incur on our behalf in connection with providing facilities and administrative services to us, including our allocable portion of any organizational or offering-related costs and expenses incurred on our behalf, the compensation of any administrative personnel who provide services to us, plus overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement. In addition, we will reimburse the Administrator for the fees and expenses associated with performing compliance functions, and our allocable portion of the compensation of certain of our officers, including our Chief Financial Officer, Chief Compliance Officer and any administrative support staff. Our allocable portion of overhead will be determined by the Administrator, which uses various methodologies, including, without limitation, allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, or other applicable financial metrics, such as our assets under management or net asset value relative to those of other clients of the Administrator or Third Point, and will be subject to oversight by the Board.

Our primary operating expenses include the payment of fees to the Adviser under the Investment Advisory Agreement, our allocable portion of organizational, offering-related and overhead expenses under the Administration Agreement, and all other costs and expenses relating to our operations and transactions, including, but not limited to: operational and organizational costs; calculating individual asset values and our net asset value, including the cost and expenses of any third-party valuation services; fees and expenses payable to third parties relating to evaluating, negotiating, making and disposing of investments, including the Adviser's or its affiliates' travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews and risk analyses of prospective investments, monitoring investments and, if necessary, enforcing our rights; the fees and expenses relating to the development, licensing, implementation, installation, servicing and maintenance of, and consulting with respect to, computer software, technology and information technology systems used in connection with the management of our investments including, without limitation, costs and expenses of technology service providers and related software, hardware and subscription-based services utilized in connection with our investment and operational activities, including but not limited to, the origination and monitoring of investments; expenses related to the maintenance of registered offices and corporate licensing; direct fees and expenses associated with independent audits, agency, consulting and legal costs and other professional fees and expenses of other experts (including, without limitation, consulting fees for, and other amounts payable to, senior or special advisers, certain other advisers, operating partners and other similar professionals incurred by a client for the benefit of such client or such client's investments or portfolio companies); bank service fees; withholding and transfer fees; loan administration costs; costs incurred in connection with trademarks or other intellectual property; debt service and other costs of borrowings or other financing arrangements, including interest payable on debt and other borrowing costs, if any, incurred to finance our investments; costs of effecting sales and repurchases of our Shares and other securities; certain costs and expenses relating to distributions we pay; transfer agent and custody fees and expenses, including, without limitation, the costs, fees and expenses associated with the opening, maintaining and closing of bank accounts, custodial accounts and accounts with brokers on our behalf (including the customary fees and charges applicable to transactions in such broker accounts); the allocated costs incurred by the Adviser, in such capacity and in its capacity as the Administrator in providing managerial assistance to those portfolio companies that request it, including, without limitation, any compensation paid to individuals considered for nomination, nominated and/or appointed, and the Adviser's request, to the board or credit committee of a portfolio company, and any costs incurred in connection with recruiting directors or members to serve on the board or credit committee of a portfolio company, public relations experts, "white papers," lobbying organizations to the extent reasonably determined by the Adviser to be employed in connection with our prospective investments, and public presentations; other expenses incurred by the Administrator, the Adviser or by us in connection with administering our business, including payments made to third party providers of goods or services; brokerage fees and commissions and similar expenses necessary for us to receive, buy, sell, exchange, trade and otherwise deal in and with securities or other assets (including, where applicable, expenses relating to spreads, short dividends, negative rebates, financing charges, and currency and other hedging costs); any stock exchange listing fees and fees payable to rating agencies; sourcing or finder's fees; costs and expenses of distributing and placing interests in the Shares; federal, state and foreign registration fees (which can arise, for example, if a local jurisdiction requires a license or other registration to do business); U.S. federal, state and local taxes; fees and expenses of the Independent Trustees; costs associated with our reporting, legal, regulatory and compliance obligations, including, without limitation, under the 1940 Act and Sarbanes-Oxley Act of 2002, as amended, and applicable U.S. federal, state, local, or other laws and regulations, and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices or

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communications to shareholders, including, without limitation, printing costs, costs of technology licensing and maintenance of the website for the benefit of shareholders and any shareholder portal (including any database or other forum hosted on a website designated by us) or due diligence platform; costs and expenses in connection with monitoring (including with respect to environmental, social and governance, cybersecurity, anti-corruption and similar functions), complying with and performing any provisions in agreement with investors; anti-money laundering and sanctions monitoring expenses; costs of holding shareholder meetings and meetings of the Board, including, without limitation, legal, travel, lodging and meal expenses and compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; board fees of the Board; the costs of obtaining and maintaining our fidelity bond and any other required fidelity bonding; trustees and officers' errors and omissions and other liability insurance, and any other insurance expenses; costs associated with obtaining an order for SEC co-investment exemptive relief; litigation, indemnification and other non-recurring or extraordinary expenses (whether actual, pending or threatened) or any costs arising therefrom, and any judgments, fines, remediations or settlements paid in connection therewith; fees, costs and expenses related to any governmental inquiry, investigation or proceeding directly or indirectly involving or otherwise applicable to us, the Adviser or any of our respective affiliates in connection with our activities or any investment; direct and indirect costs and expenses of administration and operation, including printing, mailing, reporting, publishing, long distance telephone, staff, accounting, audit, compliance, tax and legal costs; accounting, audit and tax advice and preparation expenses (including preparation costs of financial statements, tax returns and reports to investors); fees and expenses associated with marketing efforts (including, but not limited to, reasonable out-of-pocket expenses incurred by the Adviser and its affiliates in attending meetings with shareholders or prospective shareholders); dues, fees and charges of any trade association of which we are a member; the costs of any private or public offerings of the Shares and other securities, including registration and listing fees, if any, and any other filing and registration fees; other expenses related to the purchase, monitoring, syndication of co-investments, sale, settlement, custody or transmittal of our assets (directly or through financing alternative investment subsidiaries or trading subsidiaries which we may from time to time establish); wind-up and liquidation expenses; and all other expenses incurred by us or the Administrator in connection with administering our business (including payments made to third-party providers of goods or services) and not required to be borne by the Adviser or another service provider pursuant to an agreement with us.

Investment-related expenses with respect to investments in which we invest together with one or more parallel funds (or co-investment vehicles) will generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment. However, if the Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the Adviser may allocate such expenses among such entities in any other manner that the Adviser believes in good faith to be fair and equitable. We will also benefit from certain "mixed-use" services, products and resources that are utilized by Third Point to provide investment advisory and administrative services to other clients or for proprietary purposes, including but not limited to research and information services, information technology services and software platforms, and third-party service providers. To the extent that the cost of such services may be borne in part by us as an operating expense, the Administrator may use various methodologies to determine our allocable portion of the total cost of such service, product or resource, including but not limited to allocating between us and other clients pro rata based on the number of clients receiving such services, proportionately in accordance with asset size, or on such other basis that the Administrator determines to be fair and equitable under the circumstances.

Leverage

The amount of leverage that we employ depends on the Adviser's and the Board's assessment of market and other factors at the time of any proposed borrowing. As a BDC, generally, the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus any preferred shares, if any, must be at least 200%; however, BDCs may increase the maximum amount of leverage they may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150% if certain requirements are met. We took steps prior to filing our election to be regulated as a BDC that permit us to utilize leverage so long as we have an asset coverage ratio of at least 150%, which equates to approximately a 2:1 debt to equity ratio, after we incur any additional indebtedness. As of March 31, 2026, we had not entered into any credit arrangements or incurred any borrowings.

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Portfolio and Investment Activity

As of March 31, 2026, we did not hold any investments. However, prior to our election to be regulated as a BDC under the 1940 Act, we entered into purchase agreements with an unaffiliated third-party financing provider pursuant to which such provider purchased, at our request, certain warehouse investments that we expected to acquire upon satisfaction of specified conditions, including the receipt by us of a minimum amount of subscriptions and the approval by the Board of the purchase of the warehouse investments (the "Warehouse Conditions"). The warehouse investments consist primarily of loans to middle-market companies consistent with our investment strategy. As of March 31, 2026, we did not own any of the warehouse investments, but expected to acquire them upon satisfaction of the Warehouse Conditions. See "-Recent Developments-Initial Portfolio / Warehouse Investments" below.

Expense Support and Conditional Reimbursement Agreement

Pursuant to the terms of the Amended and Restated Expense Support and Conditional Reimbursement Agreement (the "Expense Support Agreement") between us and the Adviser, the Adviser pays on a quarterly basis certain of our expenses on our behalf such that our Other Operating Expenses (as defined below) do not exceed 0.1875% (0.75% on an annualized basis) of our applicable quarter-end net asset value (each such payment, an "Expense Payment"). "Other Operating Expenses" means our organizational and offering expenses, professional fees, trustee fees, administration fees, and other general administrative expenses (including our allocable portion of compensation (including salaries, bonuses and benefits), overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement), excluding the Management Fees and Incentive Fees we owe to the Adviser, financing fees and costs, brokerage commissions, placement agent fees, costs and expenses of distributing and placing the Shares, debt service and other costs of borrowings or other financing arrangements related to our use of leverage (including interest payable on debt and other borrowing costs incurred to finance our investments), any other interest expenses owed by us, and any litigation, indemnification and other non-recurring or extraordinary expenses (whether actual, pending or threatened) or any costs arising therefrom and any judgments, fines, remediations or settlements paid in connection therewith, all as determined in accordance with U.S. GAAP. The Adviser may also elect to pay certain additional expenses on our behalf at such times as the Adviser determines (a "Voluntary Expense Payment"), provided that no portion of a Voluntary Expense Payment will be used to pay any interest expense or distribution and/or servicing fee.

If the Adviser elects to pay certain of our expenses, the Adviser is entitled to reimbursement of such expenses from us if our Available Operating Funds (as defined below) exceed the cumulative distributions accrued to shareholders, subject to the terms of the Expense Support Agreement. For purposes of the Expense Support Agreement, "Available Operating Funds" means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to us on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

Under the Expense Support Agreement, following any calendar quarter in which we experience our Available Operating Funds exceed the cumulative distributions accrued to our shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to herein as "Excess Operating Funds"), we will pay such Excess Operating Funds, or a portion thereof in accordance with the terms of the Expense Support Agreement, to the Adviser until such time as all Expense Payments made by the Adviser to us within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments that we are required to make under the Expense Support Agreement are referred to herein as a "Reimbursement Payment." The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to us within three (3) years prior to the last business day of such calendar quarter that we have not previously reimbursed to the Adviser; provided that the Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.

Either we or the Adviser may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any of our expense payments paid by the Adviser that we have not been reimbursed to the Adviser remains our obligation following any such termination, subject to the terms of the Expense Support Agreement.

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Results of Operations

As we had not yet commenced investment activities or accepted third-party capital as of March 31, 2026, we generated no investment income for the three months ended March 31, 2026.

Our total expenses for the three months ended March 31, 2026 were approximately $547,034, comprised of professional and other fees of $429,534 and Trustees' fees of $117,500. Our Adviser has agreed to pay such expenses on our behalf, subject to potential reimbursement in accordance with the terms of our Expense Support Agreement. The Fund recorded Expense Support Payments of $547,034, fully offsetting its gross expenses for the period.

Financial Condition, Liquidity and Capital Resources

As we had not yet commenced commercial activities, we did not engage in any transactions through March 31, 2026. We intend to generate further cash from (i) future offerings of our Shares, (ii) cash flows from operations and (iii) borrowings from banks or other lenders. We seek to enter into bank debt, credit facility or other financing arrangements on at least customary market terms; however, we cannot commit to do so.

Our primary use of cash is for (i) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying the Adviser), (iii) debt service of any borrowings and (iv) cash distributions to the holders of our Shares.

From inception (May 23, 2024) through March 31, 2026, we capitalized $2,869,760 of offering costs as deferred offering costs (net of expense sharing) on the Statement of Assets and Liabilities in accordance with ASC Topic 946. These costs will be amortized to expense over a twelve-month period commencing upon the start of the Fund's investment operations. All offering costs were funded by the Adviser pursuant to the Expense Support Agreement, subject to potential reimbursement by us in future periods. See Notes 3 and 4 to our consolidated financial statements for additional information.

Equity

From inception through March 31, 2026, our only Share issuance occurred on February 27, 2025, when the Adviser, as our sole initial shareholder, purchased 1,000 Class I Shares for an aggregate purchase price of $25,000, which amount was funded by TP BDC Funding LLC (formerly known as TP Opp SPV XVI LLC) on the Adviser's behalf.

Sales of Shares will be made pursuant to subscription agreements entered into by us and our investors. Under the terms of the subscription agreements, investors will be required to fund drawdowns to purchase Shares up to the amount of their respective capital commitments on an as-needed basis with a minimum of ten (10) business days' prior notice to the funding date, although we may provide at least five (5) business days' prior notice if we determine that exigent circumstances necessitate a shorter notice period.

Notwithstanding the foregoing, and subject to the applicable Subscription Agreement, we may, in our sole discretion, accept investors whose entire capital commitment is drawn down and funded in full at the time we accept such investor's subscription at a closing (such investors, "Fully Drawn Subscribers"). Fully Drawn Subscribers will not be subject to our drawdown mechanics, will not receive drawdown notices, and will be deemed to have no unfunded capital commitment.

Each sale of Shares will be exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder or Regulation S thereunder. We are still accepting new commitments. We have not engaged in general solicitation or advertising with regard to the issuance and sale of the Shares and have not offered securities to the public in connection with such issuance and sale. We rely, in part, upon representations from the investors in the subscription agreements that each investor is either an "accredited investor", as defined in Regulation D under the Securities Act, or is not a "U.S. person" as defined in Regulation S under the Securities Act.

Contractual Obligations

As of March 31, 2026, we had not commenced investment operations and did not have any significant contractual payment obligations.

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Investor Commitments

As of March 31, 2026, we had not accepted any third-party capital commitments. The Adviser had made an equity investment in us totaling $25,000, which was fully funded as of such date.

Hedging

In connection with certain portfolio investments, we may employ hedging techniques designed to reduce the risk of adverse movements in interest rates, securities prices and currency exchange rates. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while we may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, currency exchange rates and other factors may result in a poorer overall performance for us than if we had not entered into such hedging transactions. The successful utilization of hedging and risk management transactions requires skills that are separate from the skills used in selecting and monitoring investments. There were no hedging transactions through the period ending March 31, 2026.

Critical Accounting Policies

This discussion of our expected operating plans is based on our expected financial statements, which are prepared in accordance with U.S. GAAP. The preparation of these financial statements require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we will describe our critical accounting policies in the notes to our financial statements.

Valuation of Investments

We will measure the value of our investments in accordance with fair value accounting guidance promulgated under U.S. GAAP, which establishes a hierarchical disclosure framework that ranks the observability of inputs used in measuring financial instruments at fair value. See our most recent Annual Report on Form 10-K for a description of the hierarchy for fair value measurements and a description of our valuation procedures.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

Investment transactions are recorded on the trade date. We will measure net realized gains or losses using the specific identification method as the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation and depreciation, when gains or losses are realized.

Revenue Recognition

We record interest income on an accrual basis to the extent that we expect to collect such amounts. We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our ability to collect such interest. OIDs, market discounts or premiums are accreted or amortized over the life of the respective security using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income.

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment or partial prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts associated with the amount prepaid are recorded as interest income in the current period.

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PIK Income

We may have loans in our portfolio that contain PIK provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in our statement of operations. If at any point we believe PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain our status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though we have not yet collected cash.

Dividend Income

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Other Income

Other income may include income such as consent, waiver, amendment, unused, syndication and prepayment fees associated with our investment activities as well as any fees for managerial assistance services that we render to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. We may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee.

Non-Accrual Loans

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management's judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Offering and Organizational Expenses

We bear expenses relating to our organization and the initial private placement of our Shares and any subsequent offering of our Shares. Organizational expenses include, without limitation, the cost of formation, including legal fees related to our creation and organization, our related documents of organization and our election to be regulated as a BDC. Offering expenses also include, without limitation, legal, accounting, printing and other offering and marketing costs, including the fees of professional advisors, those associated with the preparation of our registration statement, and the preparation of a registration statement in connection with any subsequent offering of Shares.

U.S. Federal Income Taxes

We intend to elect to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended, and intend to qualify annually as a RIC. As a RIC, we generally are not subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains distributed to shareholders. To qualify as a RIC, we, among other things, must maintain an election under the 1940 Act to be regulated as a BDC, meet specified source-of-income and asset diversification requirements as well as distribute each taxable year dividends for U.S. federal income tax purposes generally of an amount at least equal to 90% of our "investment company taxable income," which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for dividends paid.

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Recent Developments

Goldman Sachs Bank USA Asset-Based Credit Facility

On April 7, 2026, TP Private Capital Partners SPV I (FLCF) LLC ("SPV I"), a wholly-owned subsidiary of Third Point Private Capital Partners, entered into a senior secured credit facility (the "ABL Credit Facility") pursuant to a Credit Agreement (the "ABL Credit Agreement") with Goldman Sachs Bank USA, as administrative agent and lender. At closing, the ABL Credit Facility had an initial committed amount of $150,000,000 (the "Facility Amount"), with the ability to increase up to a specified maximum amount subject to satisfaction of certain conditions and Goldman Sachs' consent. The ABL Credit Facility has a five-year maturity, consisting of a three-year reinvestment period followed by a two-year amortization period. Advances under the ABL Credit Facility bear interest at a rate per annum equal to Term SOFR plus 1.90% for Term SOFR loans. SPV I is required to pay (i) an upfront fee equal to 0.75% of the Facility Amount, payable on the closing date, and (ii) a quarterly unused commitment fee equal to 0.40% per annum on the unused portion (or such other amount, to the extent applicable, based on the date of determination) of the Facility Amount, calculated on the basis of a 360-day year and the actual number of days elapsed.

Goldman Sachs Bank USA Subscription Credit Facility

On April 7, 2026, TP Private Capital Partners SPV II (SCF) LLC ("SPV II"), a wholly-owned subsidiary of ours, entered into a senior secured revolving credit facility (the "SCF Credit Facility") pursuant to a Credit Agreement (the "SCF Credit Agreement") with Goldman Sachs Bank USA, as administrative agent and lender. At closing, the SCF Credit Facility had an initial committed amount of $20,000,000 (the "SCF Facility Amount"). The SCF Credit Facility matures on the earlier of (i) the 12-month anniversary of the closing date and (ii) 30 days prior to the last date we may issue capital calls under our governing documents. Advances under the SCF Credit Facility bear interest at a rate per annum equal to Term SOFR plus 2.40% for Term SOFR loans. SPV II is required to pay (i) an upfront fee equal to 0.25% of the SCF Facility Amount, payable on the closing date, and (ii) a quarterly unused commitment fee equal to 0.25% per annum on the unused portion of the SCF Facility Amount.

Share Issuances

On April 7, 2026, we issued 1,600,000 shares of our Class I common stock to Delticus Opportunities Fund LLC ("Delticus"), an affiliate of our Adviser, Third Point Private Capital LLC, for proceeds of $40.0 million. The investment was made pursuant to a subscription agreement under which the investor committed, and funded in full upon acceptance, an aggregate capital commitment of $40.0 million.

On April 14, 2026, we issued 488,569 shares of our Class I common stock to third-party investors for aggregate proceeds of approximately $12.5 million, representing fully funded capital commitments accepted from such investors.

On April 28, 2026, we issued an additional 46,243 shares of our Class I common stock to Delticus for proceeds of $2.0 million.

Initial Portfolio / Warehouse Investments

On April 7, 2026, we completed the acquisition of a portfolio of loan investments (the "Warehouse Investments") from Macquarie Bank Limited and/or its affiliates (collectively, "Macquarie") pursuant to certain LSTA Par/Near Par trade confirmations and related agreements (the "Trade Confirmations"). The Warehouse Investments were previously acquired by Macquarie at our request prior to our election to be regulated as a BDC under the 1940 Act, and were identified, evaluated and selected by the TP Private Credit Team. Pursuant to the Trade Confirmations, our obligation to purchase the Warehouse Investments was subject to certain conditions, including the receipt by us of a minimum amount of committed but uncalled capital commitments and approval by the Board. We satisfied such conditions and completed the acquisition on April 7, 2026.

The aggregate commitments/par amount of the Warehouse Investments was approximately $105,909,888, and the aggregate purchase price was approximately $85,696,118, net of accrued interest. The acquisition was funded with a combination of cash proceeds from the private offering of our Shares and borrowings under the credit facilities described above.

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