Filed pursuant to Rule 424(b)(1)

1933 Act No. 333-282878

1940 Act No. 811-23912

PROSPECTUS

1,200,000 Shares

PEARL DIVER CREDIT COMPANY INC.

8.00% Series A Term Preferred Stock Due 2029

Liquidation Preference $25 per Share

We are a newly organized, externally managed, non-diversified closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended, or the “1940 Act.” Our primary investment objective is to maximize our portfolio’s total return with a secondary objective to generate high current income. We will seek to achieve our investment objectives by investing primarily in equity and junior debt tranches of collateralized loan obligations (“CLOs”) that are collateralized by portfolios of sub-investment grade, senior secured floating-rate debt, issued by a large number of distinct US companies across several industry sectors. We may also invest in other securities and instruments that are related to these investments or that the Adviser (defined below) believes are consistent with our investment objectives, including senior and mezzanine debt tranches of CLOs and CLO loan accumulation facility warehouse (“CLO Warehouse”) first loss investments.

The Company has adopted a non-fundamental investment policy in accordance with Rule 35d-1 under the 1940 Act to invest, under normal circumstances, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in credit instruments. The Company defines “credit instruments” as financial instruments the performance of which is derived from the performance of senior secured loans or pools thereof. Instruments that the company considers to be “credit instruments” include, but are not limited to, senior, mezzanine, and junior debt tranches of CLOs, equity tranches of CLOs, and CLO Warehouses.

Pearl Diver Capital LLP, or the “Adviser,” is our adviser and manages our investments subject to the supervision of our board of directors (the “Board”). The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) and, as of September 30, 2024, had approximately $2.8 billion of committed assets under management for investment in CLO securities and related investments.

ALPS Fund Services, Inc., or the “Administrator,” serves as our administrator.

Our portfolio securities are held pursuant to a custodian agreement between us and US Bank National Association.

SS&C GIDS, Inc. serves as our transfer agent, registrar, dividend disbursement agent, stockholder servicing agent, and redemption and paying agent, as well as administrator for our dividend reinvestment plan, or the “DRIP.”

We are offering 8.00% Series A Term Preferred Stock Due 2029 (the “Series A Term Preferred Stock”). We are required to redeem all outstanding shares of the Series A Term Preferred Stock on December 31, 2029 at a redemption price of $25 per share, or the “Liquidation Preference,” plus accumulated but unpaid dividends, if any, to, but excluding, the Mandatory Redemption Date (as defined below). At any time on or after December 31, 2026, we may, at our sole option, redeem the outstanding shares of the Series A Term Preferred Stock at a redemption price per share equal to the Liquidation Preference plus accumulated but unpaid dividends, if any, to, but excluding, the Redemption Date (as defined below). If we fail to maintain asset coverage (as defined in Section 18(h) of the 1940 Act) of at least 200%, we will be required to redeem the number of shares of our preferred stock (which at our discretion may include any number or portion of the Series A Term Preferred Stock) that, when combined with any debt securities redeemed for failure to maintain the asset coverage required by the indenture governing such securities, (1) results in us having asset coverage of at least 200%, or (2) if fewer, the maximum number of shares of preferred stock that can be redeemed out of funds legally available for such redemption. In connection with any redemption for failure to maintain such asset coverage, we may, in our sole option, redeem such additional number of shares of preferred stock that will result in asset coverage up to and including 285%. In addition, in the event of a liquidation, dissolution or winding up of our affairs, holders of shares of Series A Term Preferred Stock will be entitled to receive a liquidation distribution equal to the Liquidation Preference, plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for such redemption.

We intend to pay monthly dividends on the Series A Term Preferred Stock at an annual rate of 8.00% of the Liquidation Preference, or $25 per share per year, beginning on January 31, 2025. If our distributions exceed our investment company taxable income in a tax year, such excess will represent a return of capital to our stockholders. No assurance can be given that we will be able to declare such distributions in future periods, and our ability to declare and pay distributions will be subject to a number of factors, including our results of operations. See “Distribution Policy.”

The Series A Term Preferred Stock will rank senior in right of payment to our common stock, will rank equally in right of payment with any shares of preferred stock we have issued or may issue in the future and will be subordinated in right of payment to our existing and future indebtedness. Each holder of the Series A Term Preferred Stock will be entitled to one vote for each share of Series A Term Preferred Stock held on each matter submitted to a vote of our stockholders, and the holders of all of our outstanding preferred stock and common stock will generally vote together as a single class. The holders of shares of the Series A Term Preferred Stock (together with the holders of any additional series of preferred stock we may issue in the future) are entitled as a class to elect two of our directors and, if dividends on any outstanding shares of our preferred stock are in arrears by two years or more, to elect a majority of our directors (and to continue to be so represented until all dividends in arrears have been paid or otherwise provided for).

We may borrow funds to make investments. As a result we would be exposed to the risk of borrowing (also known as leverage) which may be considered a speculative investment technique. Leverage increases the volatility of investments and magnifies the potential for loss on amounts invested thereby increasing the risk associated with investing in our common stock. See “Financing and Hedging Strategy.” We determine the net asset value, or “NAV,” per share of our common stock on a monthly basis. Management’s unaudited estimate of our net asset value per share of our common stock as of September 30, 2024 was $20.05.

We intend to list the Series A Term Preferred Stock on the New York Stock Exchange under the symbol “PDPA” so that trading will begin within 30 days, subject to notice of issuance. Our common stock trades on the New York Stock Exchange, or “NYSE,” under the ticker symbol “PDCC.” The Series A Term Preferred Stock has no history of public trading.

Investors should consider their investment goals, time horizon and risk tolerance before investing in our Series A Term Preferred Stock. An investment in our Series A Term Preferred Stock is not appropriate for all investors and is not intended to be a complete investment program. In addition, investing in our Series A Term Preferred Stock may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of investment. Before purchasing any shares of Series A Term Preferred Stock, you should read the discussion of the principal risks of investing in our Series A Term Preferred Stock, which are summarized in the “Risk Factors” section of this prospectus.

	Per Share		Total⁽¹⁾
Public offering price	$	25.00000	$	30,000,000.00
Sales load	$	0.78125	$	937,500.00
Proceeds to us before expenses⁽²⁾	$	24.21875	$	29,062,500.00

(1)

We have granted the underwriters an option to purchase up to 180,000 additional shares of Series A Term Preferred Stock at the public offering price within 30 days of the date of this prospectus solely to cover over-allotments, if any. If such option is exercised in full, the total public offering price, sales load and proceeds to us before expenses will be $34,500,000.00, $1,078,125.00 and $33,421,875.00, respectively. See “Underwriting.”

(2)

Total offering expenses are estimated to be $260,000.

The underwriters expect to deliver our Series A Term Preferred Stock to purchasers on or about December 18, 2024.

The date of this prospectus is December 13, 2024.

	Joint Book-Running Managers

Lucid Capital Markets	B. Riley Securities	Kingswood Capital Partners

	Lead Managers

InspereX		Janney Montgomery Scott

This prospectus contains important information you should know before investing in our Series A Term Preferred Stock. Please read this prospectus and retain it for future reference. The Statement of Additional Information, dated December 13, 2024 as it may be supplemented, containing additional information about the Company, has been filed with the SEC and is incorporated by reference in its entirety into this prospectus. The Statement of Additional Information is available, along with other Company-related materials, on the EDGAR database on the SEC’s Internet site (http://www.sec.gov), and copies of this information may be obtained, after paying a duplicating fee, by electronic request to publicinfo@sec.gov.

You may also request a free copy of the Statement of Additional Information, annual and semi-annual reports to stockholders, and additional information about the Company, and may make other stockholder inquiries, free of charge, by calling (833) 736-6777 or by writing to the Company at 430 W 7^th Street, Suite 219047, Kansas City, MO 64105.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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PROSPECTUS SUMMARY	1
THE OFFERING	23
FINANCIAL HIGHLIGHTS	28
RISK FACTORS	29
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	72
USE OF PROCEEDS	73
CAPITALIZATION	74
BUSINESS	75
THE ADVISER AND THE ADMINISTRATOR	86
MANAGEMENT	99
DETERMINATION OF NET ASSET VALUE	110
DISTRIBUTION POLICY	111
CONFLICTS OF INTEREST	113
U.S. FEDERAL INCOME TAX MATTERS	116
DESCRIPTION OF OUR CAPITAL STOCK	132
DESCRIPTION OF THE SERIES A TERM PREFERRED STOCK	133
PROVISIONS OF THE DGCL AND OUR CERTIFICATE OF INCORPORATION AND BYLAWS	144
UNDERWRITING	150
SHARES ELIGIBLE FOR FUTURE SALE	154
REGULATION AS A CLOSED-END MANAGEMENT INVESTMENT COMPANY	154
Appendix A	A-1

* * * * * *

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Our business, financial condition and results of operations may have changed since the date of this prospectus. We will update these documents to reflect material changes only as required by law.

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PROSPECTUS SUMMARY

The following summary highlights some of the information contained in this prospectus. It is not complete and may not contain all the information that is important to a decision to invest in our securities. You should read carefully the more detailed information set forth under “Risk Factors” and the other information included in this prospectus. Except where the context suggests otherwise, the terms:

•

The “Company,” “we,” “us” and “our” refer to Pearl Diver Credit Company Inc., a Delaware corporation, or, for periods prior to our conversion to a corporation, Pearl Diver Credit Company, LLC, a Delaware limited liability company;

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“Pearl Diver Capital” and “Adviser” refer to Pearl Diver Capital LLP, a partnership organized under the laws of the United Kingdom and an SEC-registered investment adviser;

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“Administrator” refers to ALPS Fund Services, Inc., a Delaware corporation; and

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“Risk-adjusted returns” refers to the profile of expected asset returns across a range of potential macroeconomic scenarios, and does not imply that a particular strategy or investment should be considered low-risk.

Unless otherwise indicated, this prospectus assumes no exercise of the option granted to the underwriters to purchase additional shares of the Series A Term Preferred Stock to cover over-allotments.

Pearl Diver Credit Company Inc.

We are a newly organized, externally managed, non-diversified closed-end management investment company that has registered as an investment company under the 1940 Act. We intend to elect to be treated, and intend to qualify annually, as a regulated investment company, or “RIC,” under Subchapter M of the Internal Revenue Code of 1986, as amended, or the “Code,” beginning with our 2024 tax year. We were formed on April 12, 2023 as Pearl Diver Credit Company, LLC, a Delaware limited liability company and, effective July 9, 2024, we converted from a Delaware limited liability company into a Delaware corporation under the name Pearl Diver Credit Company Inc. On July 18, 2024, our common stock began trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “PDCC” following our initial public offering of 2,200,000 shares of our common stock (the “IPO”) at a public offering price of $20.00 per share.

Our primary investment objective is to maximize our portfolio’s total return with a secondary objective to generate high current income. We will seek to achieve our investment objectives by investing primarily in equity and junior debt tranches of CLOs, collateralized by portfolios of sub-investment grade, senior secured floating-rate debt, issued by a large number of distinct US companies across several industry sectors. We may also invest in other securities and instruments that are related to these investments or that the Adviser believes are consistent with our investment objectives, including, senior debt tranches of CLOs and CLO Warehouse first loss investments. The amount that we will invest in other securities and instruments will vary from time to time and, as such, may constitute a material part of our portfolio on any given date, based on the Adviser’s assessment of prevailing market conditions.

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The CLO equity securities in which we primarily seek to invest are typically unrated and are considered speculative with respect to timing and amount of distributions.

These investment objectives are not fundamental policies of ours and may be changed by our Board without prior approval of our stockholders. See “Business.”

CLOs represent an efficient way for investors to access diversified portfolios of broadly syndicated senior secured loans. We seek to invest in CLO securities that the Adviser believes have the potential to generate attractive risk-adjusted returns and to outperform other similar CLO securities issued within the respective vintage period, in the primary CLO market (i.e., acquiring securities at the inception of a CLO), as well as in the secondary CLO market (i.e., acquiring existing CLO securities).

CLO equity, which is expected to comprise most, if not all, of the positions in the Company, is an illiquid investment. For the most part, CLO equity trades “by appointment” and trading prices are heavily negotiated. Projected cashflows to CLO equity involve a number of assumptions about the future, including interest rates, reinvestment spreads on loans bought in the future, loan default and prepayment rates, and other factors that may be difficult to predict. As such, CLO equity is considered a “speculative” investment by rating agencies and there is generally no standard methodology or observable market that allows a buyer or seller to easily price a CLO equity position at the time of trade.

The Company may acquire (i) CLO equity positions via primary market transactions, (ii) CLO equity positions via secondary market transactions, and (iii) positions of CLO junior debt in both the primary and secondary markets. In acquiring these investments, the Company may employ leverage. To the extent that the Company makes a significant investment in a particular CLO equity tranche, we expect to be generally able to influence the CLO’s key terms and conditions (if acquired in the primary market). Additionally, the Adviser believes that the protective rights associated with holding a significant position in a CLO equity tranche (such as the ability to call the CLO after the non-call period, to refinance/reprice certain CLO debt tranches after a period of time and to influence potential amendments to the governing documents that may arise) may reduce the risk and enhance returns in these investments. The Company may acquire a significant position in a CLO tranche directly or we may benefit from the advantages of such position where both the Company and other accounts managed by the Adviser collectively hold a significant position in the same CLO, subject to any restrictions on the ability to invest alongside such other accounts. See “Business-Other Investment Techniques-Co-Investment with Affiliates.”

The Adviser also intends for the Company to make short-term investments by participating in or providing CLO Warehouse first loss investments to CLO vehicles for the purposes of enabling them to acquire portfolios of leveraged loans that are intended to be aggregated for ultimate conversion into CLOs. The Company may also transact in derivative or other instruments for the purposes of hedging the portfolio, or to manage risks.

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Pearl Diver Capital LLP

Pearl Diver Capital LLP, our investment adviser, manages our investments subject to the oversight of our Board pursuant to an investment advisory agreement, or the “Investment Advisory Agreement.” For a description of the fees and expenses that we pay to the Adviser, see “The Adviser and the Administrator - Investment Advisory Agreement - Base Management Fee and Incentive Fee” and “The Adviser and the Administrator - The Administrator and the Services Agreement.”

The Adviser is registered as an investment adviser with the SEC. As of September 30, 2024, the Adviser had approximately $2.8 billion of total assets under management for investment in CLO securities, including capital commitments that were undrawn as of such date. The Adviser commenced operations in 2008 and its principal place of business is located at 52 Conduit Street, London, W1S 2YX, United Kingdom. The Adviser is owned by Mr. Indranil (Neil) Basu and Mr. Chandrajit Chakraborty. The Adviser’s senior management team are also shareholders in the Pearl Diver group holding company, Pearl Diver Capital Holdings Ltd., of which the Adviser is an affiliate.

The Adviser pursues a differentiated strategy within the CLO market with:

•

a singular focus on investing in CLO equity and debt tranches (the Adviser strategically does not manage its own CLOs in order to mitigate potential conflicts of interest);

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a 16-year track record (firm inception: September 2008) and currently managing $2.8 billion in CLO tranches;

•

a well-respected roster of institutional investors;

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a focus on identifying relative value; and

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a unique and highly agile approach to CLO investments that utilizes proprietary Statistical and Machine Learning technologies throughout the investment / research process.

The Adviser’s CLO investment team (the “Investment Team”) is led by Mr. Chandrajit Chakraborty, Mr. Indranil (Neil) Basu, Mr. Matthew Layton, Mr. Kerrill Gaffney, Mr. Michael Brown and Mr. Patrick Chan. The Investment Team is jointly and primarily responsible for our day-to-day investment management and the implementation of our investment strategy and process. See “The Adviser and the Administrator - Portfolio Managers” for biographical information.

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Each member of the Investment Team is a CLO industry specialist who has been directly involved in the CLO market for the majority of his or her career and has built relationships with key market participants, including CLO collateral managers, investment banks, and investors. Members of the Investment Team have been involved in the CLO market as:

•

the head of the CLO business at various investment banks;

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a lead CLO structurer;

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a CLO equity and debt investor; and

•

a CLO collateral manager.

We believe that the complementary, yet highly specialized, skill set of each member of the Investment Team, and the established platform consisting of investment management and operations / business management, provides the Adviser with a competitive advantage in its CLO-focused investment strategy. See “The Adviser and the Administrator - Portfolio Managers.”

In addition to managing our investments, the Adviser’s affiliates and the members of the Investment Team manage investment accounts for other clients, including certain private investment vehicles. Many of these accounts pursue an investment strategy that may overlap with the strategy that we intend to pursue.

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CLO Overview

CLO Structure

We intend to pursue an investment strategy focused on investing primarily in (i) positions in CLO equity tranches acquired in both primary and secondary market transactions; (ii) CLO debt tranches; and (iii) other related investments. CLOs are securitization vehicles backed by diversified pools of mostly broadly syndicated senior secured sub-investment grade corporate loans, otherwise known as leveraged loans. Such pools of underlying assets are often referred to as CLO “collateral.” While portfolios of most CLOs consist of broadly syndicated senior secured loans, many CLOs enable the CLO collateral manager to invest up to 10% of the portfolio in second lien loans, unsecured loans, senior secured bonds, and senior unsecured bonds.

CLOs fund the purchase of their portfolios through the issuance of equity and debt securities in the form of multiple, primarily floating rate, debt tranches. The CLO debt tranches typically are rated “AAA” (or its equivalent) at the most senior level down to “BB” or “B” (or its equivalent), which is below-investment grade, at the junior level by a nationally-recognized rating agency. The interest rate on the CLO debt tranches is the lowest at the AAA-level and generally increases at each level down the rating scale. The CLO equity tranche is unrated and typically represents approximately 7% to 10% of a CLO’s capital structure. Below is an illustration to reflect a typical CLO in the market.

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CLOs have two priority-of-payment schedules (commonly called “waterfalls”), which are detailed in a CLO’s indenture and which govern how cash generated from a CLO’s underlying collateral is distributed to the CLO’s debt and equity investors. One waterfall (the interest waterfall) applies to interest payments received on a CLO’s underlying collateral. The second waterfall (the principal waterfall) applies to cash generated from principal on the underlying collateral, primarily through loan repayments and the proceeds from loan sales. Through the interest waterfall, any excess interest-related cashflow available - after the required quarterly interest payments to CLO debt investors are made and certain CLO expenses (such as administration and collateral management fees) are paid - is then distributed to the CLO’s equity investors each quarter, subject to compliance with certain tests. The equity tranche represents the first-loss position, but is entitled to all of residual interest and principal collections from the underlying assets and therefore exposes investors to relatively higher risk than the more senior tranches but allows for greater potential upside.

Underlying Assets of CLOs

CLOs are generally required to hold a portfolio of assets that is highly diversified by underlying borrower and industry and that is subject to a variety of asset concentration limitations. Most CLOs are non-static, revolving structures that allow for reinvestment over a specific period of time (the “reinvestment period”, which is typically up to five years). The terms and covenants of a typical CLO structure are, with certain exceptions, based primarily on the cashflow generated by, and the par value (as opposed to the market price) of the collateral. These covenants include collateral coverage tests, interest coverage tests, and collateral quality tests.

Broadly syndicated senior secured loans are typically originated and structured by banks on behalf of corporate borrowers with proceeds often used for leveraged buyout transactions, mergers and acquisitions, recapitalizations, refinancings, and financing capital expenditures.

Broadly syndicated senior secured loans are typically distributed by the arranging bank to a diverse group of investors primarily consisting of: CLOs, senior secured loan and high yield bond mutual funds and closed-end funds, hedge funds, banks, insurance companies, and finance companies. CLOs currently represent 50%-75% of the demand for newly issued leveraged loans, according to S&P Capital IQ. Senior secured leveraged loans are floating rate instruments, typically making quarterly interest payments based on a spread over a benchmark rate, which is generally currently the Secured Overnight Financing Rate (SOFR). As floating rate instruments, they reduce some of the interest rate risk associated with fixed rate securities, especially in a period of rising rates. Many senior secured loans have a LIBOR/SOFR floor, which may provide a benefit should rates fall significantly.

Senior secured loans are secured by a first priority pledge of a company’s assets. Senior secured loans are protected by sitting at the top of a corporate capital structure and cushioned by any subordinated debt or equity issued by the company. Senior secured loans are also prepayable and typically prepay on average 30% per year, per LCD.

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We believe that the attractive historical performance of CLO securities is attributable, in part, to the relatively low historical average default rate and relatively high historical average recovery rate on senior secured leveraged loans, which comprise the vast majority of most CLO portfolios.

A CLO’s indenture typically requires that the maturity dates of a CLO’s assets (typically five to eight years from the date of issuance of a senior secured loan) be shorter than the maturity date of the CLO’s liabilities (typically twelve to thirteen years from the date of issuance). However, CLO investors do face reinvestment risk with respect to a CLO’s underlying portfolio. See “Risk Factors - Risks Related to Our Investments - We and our investments are subject to reinvestment risk.”

Most CLOs generally allow for reinvestment over a specific period of time (the “reinvestment period,” which is typically up to five years). Specifically, CLO collateral managers may, based on their discretion and expertise, adjust a CLO’s portfolio over time, though such discretion is typically constrained by asset eligibility and diversification criteria set out in the CLO’s indenture. We believe that skilled CLO collateral managers can add significant value to both CLO debt and equity investors through a combination of their credit expertise and a strong understanding of how to manage effectively within the rules-based structure of a CLO.

After the CLO’s reinvestment period has ended, in accordance with the CLO’s principal waterfall, cash generated from principal payments or other proceeds are distributed to repay CLO debt investors in order of seniority. That is, the AAA tranche investors are repaid first, the AA tranche investors second, and so on, with any remaining principal being distributed to the equity tranche investors. In limited instances, principal may be reinvested after the end of the reinvestment period.

CLOs contain structural features and covenants designed to enhance the credit protection of CLO debt investors, including overcollateralization tests and interest coverage tests. The overcollateralization tests require CLOs to maintain certain levels of overcollateralization (measured as par value of assets compared to principal amount of liabilities, subject to certain adjustments). Interest coverage tests require CLOs to maintain certain levels of interest coverage (measured as expected interest revenues on the assets compared to interest payments on the liabilities). If a CLO breaches an overcollateralization test or interest coverage test, excess interest-related cash flow that would otherwise be available for distribution to the CLO equity tranche investors is diverted to acquire new loan collateral until the test is satisfied or after the end of the reinvestment period of the CLO, prepay CLO debt investors in order of seniority until such time as the covenant breach is cured. If the covenant breach is not or cannot be cured, the CLO equity investors (and potentially other debt tranche investors) may continue to experience a deferral of cashflow, a partial or total loss of their investment and/or the CLO may eventually experience an event of default. For this reason, CLO equity investors are often referred to as being in a first loss position. The Adviser will have no control over whether or not the CLO is able to satisfy its relevant interest coverage tests or overcollateralization tests.

The acquisition of new loan collateral in this manner may increase the total amount of assets held by the CLO and hence the resulting cash flows to the CLO equity tranche.

Cashflow CLOs do not have mark-to-market triggers and, with limited exceptions (such assets rated “CCC+” or lower (or their equivalent) to the extent such assets exceed a specified concentration limit, deeply discounted purchases and defaulted assets), CLO covenants are generally calculated using the par value of collateral, not the market value or purchase price. As a result, a decrease in the market price of a CLO’s performing collateral portfolio does not generally result in a requirement for the CLO collateral manager to sell assets (i.e., no forced sales) or for CLO equity investors to contribute additional capital (i.e., no margin calls).

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CLO Market Opportunity

We believe knowledgeable and experienced investors with specialized experience in CLO securities can earn an attractive risk-adjusted return through investments in CLOs.

The Adviser intends to focus our investments in CLO Equity.

We believe that CLO equity has the following attractive fundamental attributes:

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Potential for strong absolute and risk-adjusted returns: We believe that CLO equity offers a potential total return profile that is attractive on a risk-adjusted basis compared to other asset classes over the long-term.

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Protection against rising interest rates: A CLO’s asset portfolio typically comprises floating rate loans and the CLO’s liabilities are also predominantly floating rate instruments. CLO equity provides potential protection against rising interest rates. However, our investments are still subject to other forms of interest rate risk. For a discussion of the interest rate risks associated with our investments, see “Risk Factors - Risks Related to Our Investments - We and our investments are subject to interest rate risk” and “- CLO Overview.”

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Senior secured nature of the collateral: The primary attributes of senior secured loans typically include a senior position in a company’s capital structure (there is a cushion provided by subordinated equity and debt capital). The holder of a senior secured loan has the first lien security interest in a company’s assets. In general, senior secured loans have a loan-to-value ratio of approximately 40% to 60% at the time of origination based on a borrower’s assessed enterprise value.

CLO securities are also subject to a number of risks as discussed elsewhere in this “Prospectus Summary” section and in more detail in the “Risk Factors” section of this prospectus. Among our primary targeted investments, the risks associated with CLO equity are generally greater than those associated with CLO debt.

Our Competitive Advantages

We believe that we are well positioned to take advantage of investment opportunities in CLO securities and related investments due to the following competitive advantages:

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Experienced and specialist investors in CLO securities. The Adviser focuses solely on CLO securities and related investments. The Adviser benefits from having a team of investment professionals with more than 144 years of collective experience in analyzing, structuring and trading securitized products. As a “pure play” CLO investor, the Adviser only invests in CLO tranches and does not invest in any other form of securitization such as mortgages, credit card receivables or student loans. Further, in order to mitigate potential conflicts of interest, the Adviser does not serve as the collateral manager for any CLOs.

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Track record. The Adviser began managing CLO focused investment funds in 2008 and currently provides investment management services to nine funds comprising the Pearl Diver Platform. Since 2008, the Adviser has established a track record of selecting profitable investments with default rates in the underlying collateral pool lower than the average rate for the broader loan market.

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Methodical investment process. The Adviser uses a look-through approach which includes in-depth credit analysis of the corporate debt assets in the collateral pool underlying each CLO as well as a highly automated structural analytics capability for generating projected CLO cash flows under a variety of stressed scenarios. The precise duration of each CLO is estimated using proprietary duration simulation algorithms. The Adviser employs a proprietary Machine Learning generated data lake that records and benchmarks every CLO manager’s style and alpha creation metrics continually, helping in the construction of balanced and diversified CLO tranche portfolios.

In addition, the Adviser uses a process and model, for ongoing risk management and monitoring of all the portfolio of investments under management. This involves continued credit analysis and monitoring of the underlying collateral portfolios inside CLOs, combined with monitoring and reviews of the structural aspects of each CLO, including the evolution of the various tests and triggers inside CLOs. In essence, the Adviser’s highly differentiated quantitative approach allows for pricing of every single CLO tranche in the market on a daily basis, allowing the Adviser to take a “relative value” approach to all CLO investments.

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Identification of investment opportunities. The Adviser has extensive relationships at banks, other funds, brokerage houses and other participants in the securitized products market. Through these relationships, the Adviser is notified of a wide range of investment opportunities in CLOs and other securitized products. These investment opportunities are notified to the Adviser either in the course of particular auction processes or as part of private bilateral negotiations with investors or financial institutions that may hold, or wish to offer or exit, structured credit investments. The Adviser employs a proprietary natural language processing (“NLP”) based Investment Origination Engine that automates origination and selection of investments from the secondary markets via auctions and over-the-counter direct trades. The Investment Origination Engine incorporates a memory of relevant trades and pricing information related to the trades of CLO tranches over time, allowing the Adviser to approach the market in a highly informed manner.

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Efficient vehicle for gaining exposure to CLO securities. We believe that we are structured as an efficient vehicle for investors to gain exposure to CLO securities and related investments. We believe our closed-end fund structure allows the Adviser to take a long-term view from a portfolio management perspective and allows investors to access liquidity through the exchange. As such, the Adviser can focus principally on maximizing long-term risk-adjusted returns for the benefit of stockholders without the need to liquidate fund assets to meet redemptions.

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The Adviser has historically focused considerable time and attention seeking to maximize value within their CLO equity tranche portfolios through CLO refinancings and resets. In a CLO refinancing, typically only the interest rate spread on a CLO’s debt tranches are reduced, and most other terms of the CLO remain unchanged. The reduction of a CLO’s cost of debt accrues to the benefit of the CLO’s equity investors, such as the Company.

In a CLO reset, the CLO’s indenture, which sets forth the terms governing the CLO, is “re-opened” (e.g., the terms of the indenture and the various tranches of the CLO can be re-negotiated). Among other potential benefits, resetting a CLO renews the reinvestment period on the CLO, typically by up to five years. We believe that the ability to lengthen the term of our investments in CLO equity tranches is a key benefit of our permanent structure and we believe many limited-life investment vehicles are not fully able to capture the value of this benefit.

In both resets and refinancings, there are one-time transaction costs (e.g., dealer fees, attorney fees, and related costs) which typically reduce the next scheduled distribution to the CLO’s equity tranche. The Adviser, when deciding whether or not to effect a refinancing or reset of a CLO, performs a cost-benefit analysis that takes these costs into account. In general, a refinancing or reset of a CLO can increase cashflows to the equity positions held by the Company by lowering the cost of the CLO’s liabilities.

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Long-term investment horizon. We believe in a long-term investment horizon for our portfolio. We seek to maximize the reinvestment periods of our CLOs wherever possible in the primary market. We also plan to extend, wherever appropriate, the reinvestment periods of CLOs we own in the portfolio today or those we acquire in the secondary markets. We do not plan to purchase CLOs with the primary goal to “flip,” or trade in the short term, positions that we purchase.

We believe that the long-term capital structure of our vehicle confers a number of advantages on our core strategy. First, as a result of our permanent, closed-end structure, we are not subject to any mandatory liquidation, dissolution or wind-up requirement and, therefore, the Adviser will never have to involuntarily liquidate a given position to meet a redemption. Involuntary liquidations of positions at inopportune times can often lead to a poor investment outcome for those positions in particular, but also for the portfolio as a whole, disadvantaging certain investors who do not redeem at the same time. Second, the Adviser can take a long-term view to making new investments that may not, in the short term, provide high income relative to their costs. Such CLO investments can often create robust returns through capital appreciation in their underlying loan portfolios rather than through high current income. Finally, our vehicle allows us to manage our portfolio to provide stable yields through market cycles. As we rarely will seek to liquidate positions, the current market value of our portfolio is not of primary concern. Rather, we seek to maximize the dividend yield and ultimate return to our stockholders. In cases where the Adviser believes a position’s future cashflows will provide an appropriate return to our stockholders, even if the current market price of that position is low, the Adviser can retain the position in the portfolio to create yield rather than decide to sell the position to prevent short-term NAV deterioration. Over time, this creates, in our opinion, a better opportunity to create a stable dividend stream for our investors.

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Efficient tax structure. A closed-end management investment company typically does not incur significant entity-level tax costs, because it is generally entitled to deduct distributions to its stockholders. As a result, a closed-end management investment company will generally not incur any U.S. federal income tax costs, so long as the closed-end management investment company qualifies as a RIC and distributes substantially all of its income to its stockholders on a current basis.

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Portfolio level monitoring. Our portfolio monitoring comprises a number of methods. The Adviser uses standard industry technology to analyze and monitor our positions. Such technology includes an industry leading CLO database and cashflow “engine,” or generator, and other analytics suites used to compare CLOs across the market and run cashflow projections and other metrics. We also use other proprietary algorithms and databases to evaluate and model investments on a daily basis. The Adviser, on behalf of its clients, also uses its position as an important participant in the CLO market to have periodic updates with the various CLO managers, which often take the form of a credit review of the underlying CLO loan portfolios. Finally, the Adviser uses its market relationships to contextualize the performance of a given CLO relative to its vintage, its competitors, and to the leveraged loan market at the time.

Our Structure and Formation Transaction

We were organized as Pearl Diver Credit Company, LLC, a Delaware limited liability company, on April 12, 2023 and, effective July 9, 2024, we converted from a Delaware limited liability company into a Delaware corporation under the name Pearl Diver Credit Company Inc. Our initial investment portfolio was purchased by us prior to the effectiveness of our registration statement and the IPO.

Portfolio Composition

As of September 30, 2024, our investment portfolio consisted of 41 CLO equity investments with an aggregate fair value of $134,056,895. Below is a description of the portfolio investments that we held as of September 30, 2024.

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Issuer	Investment	Maturity Date	Par		Cost		Fair Value		% of Total Investment
37 Capital Clo 1, Ltd.	Subordinated Notes	10/16/2034		8,500,000		5,525,390		4,746,400		3.54	%
37 Capital CLO II	Subordinated Notes	7/17/2034		7,849,885		5,171,167		5,519,254		4.12	%
ALM VII R LTD 0.000%,SERIES 144A	Subordinated Notes	1/15/2036		8,042,000		2,533,064		2,540,741		1.90	%
AMMC CLO 24, Ltd.	Subordinated Notes	1/22/2035		5,750,000		4,055,537		3,889,875		2.90	%
Anchorage Capital CLO 7, Ltd.	Subordinated Notes	4/28/2037		12,000,000		3,764,987		3,829,200		2.86	%
Apex Credit CLO 2021-II LLC	Subordinated Notes	10/20/2034		3,450,000		1,633,593		1,876,455		1.40	%
Ares LIX CLO, Ltd.	Subordinated Notes	4/25/2034		3,500,000		2,039,047		2,371,950		1.77	%
ARES Loan Funding III, Ltd.	Subordinated Notes	7/25/2034		4,000,000		2,371,845		3,817,200		2.85	%
Ares LXIII CLO, Ltd.	Subordinated Notes	4/20/2035		2,000,000		1,405,275		1,651,000		1.23	%
Ares LXIV CLO, Ltd.	Subordinated Notes	4/16/2035		5,072,177		3,522,020		3,877,187		2.89	%
Ares XXXIX CLO, Ltd.	Subordinated Notes	7/20/2037		6,246,752		2,761,713		2,832,902		2.11	%
Bain Capital Credit CLO 2024-3, Ltd.	Subordinated Notes	7/16/2037		3,790,000		2,956,581		3,097,567		2.31	%
Balboa Bay Loan Funding 2021-1, Ltd.	Subordinated Notes	7/20/2034		2,626,500		1,284,341		1,341,091		1.00	%
BLUEM 2022-35A SUB	Subordinated Notes	7/23/2035		4,500,000		3,115,032		2,884,500		2.15	%
BlueMountain CLO XXXII, Ltd.	Subordinated Notes	10/16/2034		6,400,548		4,145,661		3,750,081		2.80	%
BSP 2021-23A SUB	Subordinated Notes	4/25/2034		5,000,000		3,972,000		3,630,000		2.71	%
CIFC Funding 2015-IV, Ltd.	Subordinated Notes	4/20/2034		10,000,000		3,613,172		3,678,000		2.74	%
Elmwood CLO 18, Ltd.	Subordinated Notes	7/18/2033		6,000,000		2,682,334		4,114,200		3.07	%
Generate Clo 11, Ltd.	Subordinated Notes	4/20/2035		5,000,000		3,618,790		4,333,500		3.23	%
Generate CLO 14, Ltd.	Subordinated Notes	4/22/2037		4,000,000		3,355,902		3,295,200		2.46	%
Harvest US CLO 2024-1, Ltd.	Subordinated Notes	4/20/2037		7,437,582		5,443,077		5,414,560		4.04	%
Harvest US CLO 2024-2, Ltd.	Subordinated Notes	10/15/2037		5,000,000		4,192,105		4,249,500		3.17	%
HPS Loan Management 2021- 16, Ltd.	Subordinated Notes	1/23/2035		1,800,000		1,125,539		1,028,700		0.77	%
ICG US Clo 2020-1, Ltd.	Subordinated Notes	1/22/2035		5,300,000		2,603,166		1,565,090		1.17	%
LCM 39, Ltd.	Subordinated Notes	10/16/2034		7,675,000		5,430,047		6,252,055		4.66	%
Marble Point CLO XXI, Ltd.	Subordinated Notes	10/17/2034		3,800,000		2,038,875		1,815,260		1.35	%
OAKCL 2019-3A SUB	Subordinated Notes	1/20/2034		6,000,000		3,494,851		3,523,200		2.63	%
Oaktree CLO 2021-2, Ltd.	Subordinated Notes	1/16/2035		5,000,000		3,542,725		3,357,000		2.50	%
OCP CLO 2023-26, Ltd.	Subordinated Notes	4/17/2036		4,250,000		2,999,845		3,503,700		2.61	%

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PPM CLO 5, Ltd.	Subordinated Notes	10/18/2034	10,000,000	5,833,623	4,970,000	3.71	%
Regatta XIX Funding, Ltd.	Subordinated Notes	4/20/2035	7,653,000	6,281,466	6,482,856	4.84	%
Regatta XXII Funding, Ltd.	Subordinated Notes	7/20/2035	1,250,000	1,039,302	1,054,000	0.79	%
Rockford Tower CLO 2021-1, Ltd.	Subordinated Notes	7/20/2034	1,000,000	720,584	570,900	0.43	%
RR 19, Ltd.	Subordinated Notes	10/15/2035	7,242,000	5,769,804	5,498,851	4.10	%
RR 20, Ltd.	Subordinated Notes	7/15/2037	3,600,000	2,964,159	2,629,440

SEC Form 424B1 filed by Pearl Diver Credit Company Inc.