As filed with the U.S. Securities and Exchange Commission on December 3, 2025

1933 Act File No. 333-284364

1940 Act File No. 811-23881

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

☒ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

☐ Pre-Effective Amendment No.

☒ Post-Effective Amendment No. 1
and
☒ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

☒ Amendment No. 19

SOUND POINT MERIDIAN CAPITAL, INC.

(Exact name of Registrant as specified in charter)

375 Park Avenue, 34th Floor

New York, NY 10152
(Address of Principal Executive Offices)

(212) 895-2293
(Registrant’s telephone number, including Area Code)

Ujjaval Desai

Chief Executive Officer

Sound Point Meridian Capital, Inc.

375 Park Avenue, 34th Floor

New York, NY 10152

Andrea Sayago

Chief Compliance Officer

Sound Point Meridian Management Company, LLC

375 Park Avenue, 34th Floor

New York, NY 10152

(Name and address of agent for service)

Copies of Communications to:

Harry S. Pangas

Philip T. Hinkle

Dechert LLP

1900 K Street, NW

Washington, DC 20006

Dean M. Colucci
R. Charles Miller

Alexander C. Pherson

Duane Morris LLP

22 Vanderbilt

335 Madison Avenue, 23^rd Floor

New York, NY 10017

Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.

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Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

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Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

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Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

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Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

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Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

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when declared effective pursuant to Section 8(c) of the Securities Act.

If appropriate, check the following box:

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This post-effective amendment designates a new effective date for a previously filed registration statement.

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This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:

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This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:

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This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:

Check each box that appropriately characterizes the Registrant:

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Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

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Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

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Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

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A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

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Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

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Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

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If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

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New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

Explanatory Note

On January 21, 2025, the registrant filed a Registration Statement on Form N-2 (File No. 333-284364; 811-23881) culminating with Amendment No. 1 filed on March 7, 2025, which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2025 (the “Registration Statement”). This Post-Effective Amendment to Form N-2 (“Post-Effective Amendment No.1”) is being filed by the registrant to elect to use incorporation by reference in such Registration Statement and include certain other information in such Registration Statement. No additional securities are being registered under this Post-Effective Amendment No. 1.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED DECEMBER 3, 2025

PROSPECTUS

SOUND POINT MERIDIAN CAPITAL, INC.

4,052,100 Shares of Common Stock

We are an 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 generate high current income, with a secondary objective to generate capital appreciation. We seek to achieve our investment objectives by investing primarily in equity and mezzanine tranches of collateralized loan obligations, or “CLOs,” which are collateralized by portfolios consisting primarily of below-investment grade U.S. senior secured loans. We may also invest in other securities and instruments that the Adviser (as defined below) believes are consistent with our investment objectives, including junior debt tranches of CLOs and loan accumulation facilities. The CLO equity securities in which we primarily seek to invest are typically unrated or rated below investment grade (commonly known as “junk” bonds) and are considered speculative with respect to timely payment of interest and repayment of principal. The CLO equity securities in which we intend to invest in are highly leveraged (with CLO equity typically being leveraged nine to 13 times), which magnifies our risk of loss on such investments. Loan accumulation facilities (or “CLO warehouses”) are short- to medium-term facilities (typically ranging from approximately three to 12 months), often provided by the bank that will serve as the placement agent or arranger on a CLO transaction. Loan accumulation facilities typically incur leverage between four and six times equity prior to a CLO’s pricing.

We were organized as Sound Point Meridian Capital, LLC, a Delaware limited liability company, on May 13, 2022. Effective March 13, 2024, we converted from a Delaware limited liability company to a Delaware corporation under the name Sound Point Meridian Capital, Inc. Sound Point Meridian Management Company, LLC, or the “Adviser,” is our investment adviser and manages our investments subject to the supervision of our board of directors. Sound Point Administration LLC, or the “Administrator,” serves as our administrator. On June 14, 2024, our common stock began trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “SPMC” following our initial public offering of 4,000,000 shares of our common stock (the “IPO”) at a public offering price of $20.00 per share. On November 7, 2024, our 8.00% Series A Preferred Shares due 2029 (the “Series A Preferred Shares”) began trading on the NYSE under the ticker symbol “SPMA” following our public offering on November 7, 2024, of 2,000,000 Series A Preferred Shares at a public offering price of $25 per share. On November 19, 2024, the underwriters exercised their overallotment option in full for an additional 300,000 shares of Series A Preferred Shares. On July 18, 2025, our 7.875% Series B Preferred Shares due 2030 began trading on the NYSE under the ticker symbol “SPME” following our public offering of 2,300,000 Series B Preferred shares at a public offering price of $25.00 per share (the “Series B Preferred Shares” and with the Series A Preferred Shares, the “Preferred Stock”).

We intend to make regular monthly distributions of all or a portion of our investment company taxable income to holders of our common stock. If our distributions exceed our investment company taxable income in a tax year, such excess will represent a return of capital to our stockholders. Additionally, in order to maintain a stable level of distributions, we may at times pay out less than all of our investment income or pay out accumulated undistributed income in addition to current net investment income. 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.”

We are not selling any shares of common stock being offered by this prospectus and will not receive any of the proceeds from the sale of such shares by B. Riley Principal Capital II, LLC, or “BRPC II.” This prospectus relates to the offer and resale of up to 4,052,100 shares of our common stock, par value $0.001 per share, by BRPC II. The shares included in this prospectus consist of shares of common stock that we may, in our discretion, issue and sell to BRPC II, from time to time after the date of this prospectus, pursuant to a Common Stock Purchase Agreement we entered into with BRPC II on January 17, 2025, or the “Purchase Agreement,” in which BRPC II has committed to purchase from us, at our direction, up to $25,000,000 aggregate gross purchase price of our common stock, subject to terms and conditions specified in the Purchase Agreement, including the Upfront Commitment Fee. See “Committed Equity Financing” for a description of the Purchase Agreement and “Selling Stockholder” for additional information regarding BRPC II. As of September 30, 2025, BRPC II purchased 61,603 shares of common stock resulting in $1,141,488 net proceeds to us under the Purchase Agreement. The Purchase Agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part. You may obtain copies of these documents using the methods described in “Additional Information” in this prospectus.

BRPC II may sell or otherwise dispose of the shares of common stock included in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how BRPC II may sell or otherwise dispose of the Common Stock being offered in this prospectus. BRPC II is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the “Securities Act”.

We determine the net asset value, or “NAV,” per share of our common stock on a quarterly basis. The unaudited estimate of the NAV per share of our common stock on September 30, 2025 was $16.91. The closing price per share of our common stock was $17.35 on September 30, 2025, representing a 2.60% premium to our NAV per share as of September 30, 2025. These estimates have not undergone our typical fiscal year-end financial closing procedures. We advise you that current estimates of our NAV per share may differ materially from future NAV estimates or determinations.

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 losses on amounts invested, thereby increasing the risk associated with investing in shares of our common stock.

Investors should consider their investment goals, time horizon and risk tolerance before investing in shares of our common stock. An investment in shares of our common stock is not appropriate for all investors and is not intended to be a complete investment program. In addition, investing in shares of our common 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 our common stock, you should read the discussion of the principal risks of investing in shares of our common stock, which are summarized in “Risk Factors” beginning on page 22 of this prospectus.

This prospectus contains important information you should know before investing in shares of our common stock. Please read this prospectus and retain it for future reference. We will file annual and semi-annual stockholder reports, proxy statements and other information with the Securities and Exchange Commission, or the “SEC.” To obtain this information free of charge or make other inquiries pertaining to us, please call (212) 895-2293. You may also obtain a copy of any information regarding us filed with the SEC from the SEC’s website (www.sec.gov).

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.

The date of this prospectus is December 3, 2025.

Table of Contents

		Page
PROSPECTUS SUMMARY		1
SUMMARY OF OFFERING		16
FEES AND EXPENSES		18
FINANCIAL HIGHLIGHTS		21
RISK FACTORS		22
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		57
COMMITTED EQUITY FINANCING		58
USE OF PROCEEDS		63
PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS		64
BUSINESS		65
THE ADVISER AND THE ADMINISTRATOR		70
MANAGEMENT		78
DETERMINATION OF NET ASSET VALUE		85
DISTRIBUTION POLICY		86
DIVIDEND REINVESTMENT PLAN		88
CONFLICTS OF INTEREST		89
U.S. FEDERAL INCOME TAX MATTERS		91
DESCRIPTION OF OUR CAPITAL STOCK		100
PLAN OF DISTRIBUTION		123
SELLING STOCKHOLDER		126
SHARES ELIGIBLE FOR FUTURE SALE		128
REGULATION AS A CLOSED-END MANAGEMENT INVESTMENT COMPANY		129
ADDITIONAL INVESTMENTS AND TECHNIQUES		133
CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS		139
BROKERAGE ALLOCATION		140
LEGAL MATTERS		141
ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT		141
INDEPENDENT AUDITORS		141
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		141
ADDITIONAL INFORMATION		141
INCORPORATION BY REFERENCE		142
SIGNATURES		143

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You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the underwriter has 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 underwriter is 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.

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:

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The “Company,” “we,” “us” and “our” refer to Sound Point Meridian Capital, Inc., a Delaware corporation or, for periods prior to our conversion to a corporation, Sound Point Meridian Capital, LLC, a Delaware limited liability company;

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“Sound Point Meridian Management” and “Adviser” refer to Sound Point Meridian Management Company, LLC, a Delaware limited liability company; and

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“Administrator” refers to Sound Point Administration LLC, a Delaware limited liability company.

Sound Point Meridian Capital, Inc.

We are an 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.” We have elected 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 tax year ended September 30, 2024. We were formed on May 13, 2022 as Sound Point Meridian Capital, LLC, a Delaware limited liability company, and effective March 13, 2024, we converted to a Delaware corporation under the name Sound Point Meridian Capital, Inc. On June 14, 2024, our common stock began trading on the NYSE under the ticker symbol “SPMC” following our IPO of 4,000,000 shares of our common stock, par value $0.001 (the “Common Stock”) at a public offering price of $20.00 per share (the “IPO”). On November 7, 2024, our 8.00% Series A Preferred Shares due 2029 began trading on the NYSE under the ticker symbol “SPMA” following our public offering of 2,000,000 Series A Preferred Shares on November 7, 2024, at a public offering price of $25.00 per share. On November 19, 2024, the underwriters exercised their overallotment option in full for an additional 300,000 shares of Series A Preferred Shares. On July 18, 2025, our 7.875% Series B Preferred Shares due 2030 began trading on the NYSE under the ticker symbol “SPME” following our public offering of 2,300,000 shares of Series B Preferred Stock at a public offering price of $25.00 per share.

Our primary investment objective is to generate high current income, with a secondary objective to generate capital appreciation. We seek to achieve our investment objectives by investing primarily in third-party CLO equity and mezzanine tranches of predominately U.S.-dollar denominated CLOs backed by corporate leveraged loans issued primarily to U.S. obligors. This investment strategy looks to opportunistically shift between the primary and secondary CLO markets, seeking to identify the most compelling relative value. Our focus is on the primary CLO market (i.e., acquiring securities at the inception of a CLO) when the discrepancy between the value of a CLO’s assets and liabilities is believed to present an attractive investment opportunity. We will opportunistically switch to the secondary market (i.e., acquiring existing CLO securities) during times of market volatility or when we identify attractive investment opportunities. The Adviser aims to identify top-tier CLO managers with proven track records of outperformance through increasing the value of the loans held by the CLO, generation of high equity distributions and active portfolio management. Additionally, the strategy is focused on CLOs with attractive structures, which include flexibility for the CLO manager, strong cushions on covenants and cashflow ratios, terms that are favorable to the holders of CLO equity securities and reinvestment periods that are consistent with the Adviser’s current market views.

We may also invest in other securities and instruments that the Adviser believes are consistent with our investment objectives, including, among other investments, junior debt tranches of CLOs and loan accumulation facilities. Loan accumulation facilities are short- to medium-term facilities, often provided by the bank that will serve as the placement agent or arranger on a CLO transaction and typically leveraged four to six times. 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. Finally, the Adviser implements an active portfolio management style.

The CLO equity securities in which we primarily seek to invest are typically unrated and are considered speculative with respect to timely payment of interest and repayment of principal. The CLO equity securities in which we intend to invest are highly leveraged (with CLO equity securities typically being leveraged nine to 13 times), which magnifies our risk of loss on such investments. Risks in CLO tranches tend to evolve over time and across the cycle, as a function of the credit risk in the underlying portfolio and the behavior of the manager. Given that the CLO market is generally slow to reprice these changes in risk profiles, the Adviser believes it can mitigate these risks and take advantage of this latency to improve returns. The CLOs in which we intend to invest are typically collateralized by below-investment grade loans (sometimes referred to as leveraged loans). The equity tranche of a CLO represents the most subordinated tranche in a CLO’s capital structure. Such securities are therefore subject to greater risks than securities issued by a CLO in higher priority tranches, including credit (i.e., default) risk and liquidity risk.

CLO equity 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 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.

We may also engage in “Derivative Transactions,” as described below, from time to time. To the extent we engage in Derivative Transactions, we expect to do so to hedge against interest rate, credit and/or other risks, or for other investment or risk management purposes. We may use Derivative Transactions for investment purposes to the extent consistent with our investment objectives if the Adviser deems it appropriate to do so. We may purchase and sell a variety of derivative instruments, including exchange-listed and over-the-counter, or “OTC,” options, futures, options on futures, swaps and similar instruments, various interest rate transactions, such as swaps, caps, floors, or collars, and credit default swaps. We also may purchase and sell derivative instruments that combine features of these instruments. Collectively, we refer to these financial management techniques as “Derivative Transactions.” See “Risk Factors — Risks Related to Our Investments — We are subject to risks associated with any hedging or Derivative Transactions in which we participate.”

CLO Structural Elements

Structurally, CLO vehicles are entities formed to originate and/or acquire a portfolio of loans. The loans within the CLO vehicle are generally limited to loans which meet established credit criteria and are subject to concentration limitations in order to limit a CLO vehicle’s exposure to a single credit.

A CLO vehicle is formed by raising multiple “tranches” of debt (with the most senior tranches being rated “AAA” to the most junior tranches typically being rated “BB” or “B”) and equity. As interest payments are received, the CLO vehicle makes contractual interest payments to the holders of each tranche of debt based on their seniority. If there are funds remaining after each tranche of debt receives its contractual interest rate payment and the CLO vehicle meets or exceeds required collateral coverage levels (or other similar covenants), the remaining funds may be paid to the holders of the equity tranche. The contractual provisions setting out this order of payments are detailed in the CLO vehicle’s indenture. These provisions are referred to as the “priority of payments” or the “waterfall” and determine any other obligations that may be required to be paid ahead of payments of interest and principal on the securities issued by a CLO vehicle. In addition, for payments to be made to the holders of each tranche, after the most senior tranche of debt, there are various tests which must be complied with, which are different for each CLO vehicle. CLO indentures typically provide for adjustments to the priority of payments in the event that certain cashflow or collateral requirements are not maintained. The collateral quality tests that may divert cashflows in the priority of payments are predominantly determined by reference to the par values of the underlying loans, rather than their current market values.

The diagram below is for illustrative purposes only. The CLO vehicles in which we may invest may vary substantially from the illustrative example set forth below.

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

Sound Point Meridian Management

Sound Point Meridian Management, our investment adviser, manages our investments subject to the supervision of our board of directors pursuant to an investment advisory agreement, or the “Investment Advisory Agreement.” The Administrator has agreed to perform, or arrange for the performance of, our required administrative services. For a description of the fees and expenses that we pay to the Adviser and the Administrator, 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 Administration Agreement.”

The Adviser was formed as a Delaware limited liability company on May 11, 2022 and is registered as an investment adviser with the SEC. The Adviser is majority owned by Sound Point Capital Management, LP (“Sound Point Capital Management”), a registered investment adviser. As of March 31, 2025, Sound Point Capital Management had approximately $42.7 billion of total assets under management with investments in CLO securities, opportunistic credit, structured credit, specialty finance and marketplace lending, commercial real estate credit and other investments.¹Stephen Ketchum holds a controlling interest in the common equity of Sound Point Capital Management. In addition to Mr. Ketchum, certain principals of Stone Point Capital LLC, a private equity firm (“Stone Point”), a third-party permanent capital fund managed by Blue Owl GPSC Advisors LLC (“Blue Owl”), an investment adviser principally owned, through certain intermediary vehicles, by Blue Owl Capital Inc. (NYSE: OWL), and Assured Guaranty US Holdings Inc., a Delaware corporation (“AGUS”) and a wholly owned subsidiary of Assured Guaranty Ltd. (NYSE: AGO), a limited company organized under the laws of Bermuda, each holds a minority common equity interest in Sound Point Capital Management. Limited partners of Sound Point Capital Management that have contributed, or have the right to receive, 5% or more of Sound Point Capital Management’s capital upon its dissolution, include Mr. Ketchum, Blue Owl, AGUS and two senior principals of Stone Point. Sound Point Capital Management’s general partner, SPC Partners GP, LLC, is a Delaware limited liability company that is controlled by Mr. Ketchum.

Sound Point Capital Management assets under management (“AUM”) provided as of March 31, 2025. AUM does not include redemptions received or liquidations that may be in effect after March 31, 2025. AUM does include, where relevant, committed capital to discretionary draw-down vehicles that have not yet been drawn and entities that are not open to new investors and/or are in the process of winding down and represents the closed total commitment of all loans managed by commercial real estate credit as of March 31, 2025, including inherited portfolios managed that were originated by another manager and assets attributable to a non-advisory client.

The Adviser’s CLO investment team (the “Investment Team”) is led by Ujjaval Desai. The members of the Investment Team are 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 each member of the Investment Team’s biographical information.

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. 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 substantially or partially overlaps with the strategy that we intend to pursue.

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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Fundamental credit analysis. The Investment Team combines its in-house credit views with proprietary analytical tools to assess underlying loans in CLO collateral portfolios. CLO trustees typically provide CLO reporting on a monthly basis, which includes information on the current collateral portfolio (loan size, loan spread, industry) as well as month-over-month portfolio changes through manager trading (purchases and sales) and prepayment activity. The Investment Team’s proprietary tools aggregate trustee-reported data with market data such as current loan pricing and rating information. The Investment Team forms a credit watchlist based on this information, which is then used to analyze collateral risk of existing and potential investments. The Adviser believes this differentiated approach is a crucial competitive advantage, particularly in times of market stress.

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Manager selection and due diligence. We utilize the Adviser’s proprietary manager rating system in an effort to select an optimal set of managers with varied investment styles. The CLO market tends to price manager risk inefficiently. Typically, deals from larger, established platforms trade tighter than smaller managers, regardless of performance. The Adviser’s manager rating process is intended to identify managers that it believes are likely to outperform, thereby seeking to deliver alpha to investors.

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Flexible and disciplined approach. Our investment strategy is tailored to current market opportunities. The Adviser will invest in both the primary and secondary CLO markets based on current relative value. In the primary market, the Adviser believes better economics are achieved through early deal access and investment flexibility in terms of risk and size (majority or minority positions). In the secondary market, the Adviser believes its analysis of collateral risk identifies investments with the most compelling risk/reward profile. The Adviser allocates our portfolio between CLO equity and mezzanine tranches based on the expected return relative to the credit risk of each tranche. The Adviser aims to opportunistically allocate the portfolio across all these elements, as well as rotate our portfolio (through purchases and sales) as investment risks evolve.

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Active portfolio management. Risk in CLO tranches evolves as a function of the credit risk in the underlying portfolios, the performance and behavior of the manager and overall macro credit views. The Adviser views the CLO market as generally slow to reprice a change in risk profile of tranches due to data and complexity issues. The Adviser believes active portfolio management can mitigate these risks and improve returns.

Our Structure and Formation Transaction

We were organized as Sound Point Meridian Capital, LLC, a Delaware limited liability company, on May 13, 2022. Effective March 13, 2024, we converted from a Delaware limited liability company to a Delaware corporation under the name Sound Point Meridian Capital, Inc. On or around the time of the commencement of our operations and immediately prior to the completion of our IPO, Sound Point Meridian Master Fund LP, a former Cayman Islands exempted limited partnership (“Sound Point Meridian Master Fund”) that owned 100% of our common stock, transferred all its assets and other portfolio securities and liabilities into us in exchange for shares of our common stock, which shares were then distributed by Sound Point Meridian Master Fund to its limited partners in liquidation of Sound Point Meridian Master Fund (the “Sound Point Reorganization”). Sound Point Meridian Master Fund maintained an investment objective, strategies and investment policies, guidelines and restrictions that were, in all material respects, equivalent to those of us, and the assets and other portfolio securities that were held by Sound Point Meridian Master Fund were comprised of certain equity and mezzanine tranches of CLOs and loan accumulation facilities. See “Business — Our Structure and Formation Transaction.”

Portfolio Composition

As of March 31, 2025, we have a diversified portfolio of equity and mezzanine debt tranches across over 75 CLO investments managed by 23 CLO managers. The underlying loan portfolio across all CLO investments consisted of over 1,500 loan issuers across more than 30 sectors on a look-through basis. We believe this strategy of broad diversification enables us to manage risk effectively, providing us with distribution sustainability and downside protection through changing market conditions.

Financing and Hedging Strategy

Leverage by the Company. We may use leverage to the extent permitted by the 1940 Act. We are permitted to obtain leverage using any form of financial leverage instruments, including funds borrowed from banks or other financial institutions, margin facilities, notes, or preferred stock and leverage attributable to reverse repurchase agreements or similar transactions. In contrast to the CLOs in which we will invest, which are typically highly leveraged, we intend to use relatively limited amounts of leverage (generally expected to consist of borrowings or the issuances of preferred stock or debt securities) in order to optimize the returns to our stockholders. We seek to use appropriate leverage that enhances returns without creating undue risk in the portfolio in the case that the CLO market weakens. Over time, the Adviser may decide that it is appropriate to use more leverage to purchase assets or for other purposes, or to reduce leverage by repaying any outstanding facilities.

We have incurred leverage in an amount up to approximately 35% of our total assets (as determined immediately after the leverage is incurred) through borrowings under the CIBC Credit Facility described below, and through the issuance of Series A Preferred Shares and Series B Preferred Shares.

We have entered into a credit agreement (the “CIBC Credit Facility”) with the lenders from time to time party thereto and Canadian Imperial Bank of Commerce (“CIBC”), as administrative agent, on July 8, 2024, as amended on August 6, 2025. Pursuant to the terms of the CIBC Credit Facility, we can borrow up to $125 million, subject to certain restrictions, including availability under a borrowing base, which is based upon the value of the eligible portfolio investments, and the Company’s compliance with minimum loan-to-value ratio. The amount of permissible borrowings under the CIBC Credit Facility may be increased through an uncommitted accordion feature through which existing and/or new lenders may, at their option, agree to provide additional commitments of up to $25 million, thereby increasing the maximum facility size to $150 million. The CIBC Credit Facility will mature on August 4, 2028 (and may be extended for up to 364 days pursuant to the terms therein) (the “Maturity Date”) and the availability period with respect to the credit facility under the CIBC Credit Facility will terminate on the earliest of the Maturity Date, the termination in full of the commitments by the Company, or the termination of the commitments by each lender upon the occurrence and during the continuance of any event of default. Voluntary prepayments of loans or reductions of commitments by us are not permitted prior to August 6, 2026. Thereafter, any such voluntary prepayments are not subject to prepayment premiums. As of October 31, 2025, we had $70.0 million of outstanding indebtedness under the CIBC Credit Facility.

We entered into the CIBC Credit Facility, and may enter into other revolving facilities, in order to allow us to draw capital in the case that current cash available to pay dividends is lower than our anticipated run-rate cash dividend, or in the case that asset values in the CLO market fall in a way as to make new investments attractive, in which case we may incur leverage (including the issuance of preferred stock or debt securities) in excess of approximately 35% of our total assets. The Adviser will decide whether or not it is beneficial to us to use leverage at any given time. Such facilities would be committed, but subject to certain restrictions that may not allow us to draw capital even if the Adviser deems it favorable to do so. Such facilities, if drawn, would become senior in priority to our common stock. The facilities would also earn an undrawn commitment fee that we would pay on an ongoing basis, regardless of whether we draw on the facilities or not.

Instruments that create leverage are generally considered to be senior securities under the 1940 Act. With respect to senior securities representing indebtedness (i.e., borrowings or deemed borrowings, including the CIBC Credit Facility), other than temporary borrowings, as defined under the 1940 Act, we are required under current law to have an asset coverage of at least 300%, as measured at the time of borrowing and calculated as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) over the aggregate amount of our outstanding senior securities representing indebtedness. With respect to senior securities that are equity (i.e., shares of preferred stock, including the Series A Preferred Shares and the Series B Preferred Shares, we are required under current law to have an asset coverage of at least 200%, as measured at the time of the issuance of any such shares of preferred stock and calculated as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) over the aggregate amount of our outstanding senior securities representing indebtedness plus the aggregate liquidation preference of any outstanding shares of preferred stock.

As of September 30, 2025, our asset coverage ratio in respect of senior securities representing indebtedness as calculated pursuant to Section 18 of the 1940 Act was 783% and our asset coverage ratio in respect to our senior securities representing preferred stock as calculated pursuant to Section 18 of the 1940 Act was 290%. As of September 30, 2025, our leverage, which includes borrowings under the CIBC Credit Facility and the issuance of the Series A Preferred Shares, represented approximately 33% of our total assets. In the event we fail to meet our applicable asset coverage ratio requirements, we may not be able to incur additional debt and/or issue additional preferred stock and could be required by law or otherwise to sell a portion of our investments to repay some debt or redeem shares of preferred stock (if any) when it is disadvantageous to do so, which could have a material adverse effect on our operations, and we may not be able to make certain distributions or pay dividends of an amount necessary to continue to qualify as a RIC for U.S. federal income tax purposes.

The CIBC Credit Facility is, and any other leverage facilities that we may close after the completion of this offering will be, revolving and thus the actual amount of leverage we will incur may vary from time to time. We may use leverage opportunistically or otherwise choose to deviate from our current expectations. We may use different types or combinations of leveraging instruments at any time based on the Adviser’s assessment of market conditions and the investment environment, including forms of leverage other than preferred stock, debt securities, and/or credit facilities. In addition, we may borrow for temporary, emergency, or other purposes as permitted under the 1940 Act, which indebtedness would be in addition to the asset coverage ratios described above. By leveraging our investment portfolio, we may create an opportunity for increased net income and capital appreciation. However, the use of leverage also involves significant risks and expenses, which will be borne entirely by the holders of our securities, and our leverage strategy may not be successful. For example, the more leverage is employed, the more likely a substantial change will occur in our net asset value (“NAV”). See “Risk Factors - Risks Related to Our Investments - We may leverage our portfolio, which would magnify the potential for gain or loss on amounts invested and will increase the risk of investing in us.”

While we cannot control the market value of our investments, the Adviser can decide to draw on the CIBC Credit Facility or any future credit facility to purchase new assets at a time of market dislocation. Such purchases, if made, can mitigate price drops in the current portfolio by making new asset purchases at a discount. Further, such purchases can potentially contribute to an increase in the NAV of the portfolio upon a market rebound.

On October 6, 2025, the Company entered into an equity distribution agreement, dated as of October 6, 2025 (the “Equity Distribution Agreement”), by and among the Company, the Adviser, the Administrator, AG Asset Strategies LLC (“Assured”), and each of Oppenheimer & Co. Inc., Lucid Capital Markets, LLC, and B. Riley Securities, Inc. (collectively, the “Placement Agents”), as placement agents and/or principals thereunder. Under the Equity Distribution Agreement, the Company may, but has no obligation to, issue and sell, from time to time, up to $100,000,000 in aggregate offering price of shares of its common stock through the Placement Agents, or to them as principal for their own accounts. Under the Equity Distribution Agreement, Assured may, but has no obligation to, sell, from time to time, up to 5,297,083 shares of the Company’s common stock through the Placement Agents, or to them as principal for their own accounts. The Company intends to use substantially all of the net proceeds from this “at-the-market” offering to acquire investments in accordance with its investment objective and investment strategy, to make distributions to its stockholders, and for general corporate purposes. In addition, the Company may also use all or a portion of the net proceeds to repay any preferred stock or outstanding indebtedness at the time of the offering, including any borrowings under the CIBC Credit Facility, described above.

Sales of the common stock, if any, will be made under the prospectus supplement, dated October 6, 2025 (the “Prospectus Supplement”), as may be supplemented from time to time, and the accompanying prospectus, dated August 20, 2025 (together with the Prospectus Supplement, including any documents incorporated or deemed to be incorporated by reference therein, the “Prospectus”) by any method permitted by law and deemed to be part of an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on or through the NYSE, or similar securities exchanges, or sales made to or through a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated prices.

Under the terms of the Equity Distribution Agreement, the Placement Agents will receive commissions from the Company of up to 1.5% of the gross sales price of any common stock sold on behalf of the Company through such Placement Agents under the Equity Distribution Agreement, and the Placement Agents will receive commissions from Assured of 1.5% of the gross sales price of any common stock sold on behalf of Assured through such Placement Agents under the Equity Distribution Agreement. The Equity Distribution Agreement contains customary representations, warranties and agreements of the Company and Assured as a selling stockholder, indemnification rights and obligations of the parties, and termination provisions.

The common stock, if any, will be offered, issued and sold pursuant to the Company’s shelf registration statement on Form N-2 (File Nos. 333-288330 and 811-23881) initially filed by the Company on June 26, 2025, and declared effective by the Securities and Exchange Commission on August 20, 2025, the prospectus, dated August 20, 2025, contained therein, and the Prospectus Supplement.

The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, a copy of which is attached hereto as Exhibit (k)(6) and incorporated herein by reference.

Operating and Regulatory Structure

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. As a registered closed-end management investment company, we are required to meet certain regulatory requirements. See “Regulation as a Closed-End Management Investment Company.” In addition, we have elected to be treated, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code, beginning with our tax year ended September 30, 2024.

Our investment activities are managed by the Adviser and supervised by our board of directors. Under the Investment Advisory Agreement, we have agreed to pay the Adviser a base management fee based on our “Total Equity Base” as well as an incentive fee based on our “Pre-Incentive Fee Net Investment Income.” “Total Equity Base” means the NAV attributable to the common stock (prior to the application of the base management fee or incentive fee) and the paid-in or stated capital of the preferred interests in us (howsoever called), including the Series A Preferred Shares and the Series B Preferred Shares. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income, and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees, or other fees that we receive from an investment) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement (as defined below) and any interest expense and/or dividends paid on any issued and outstanding debt or preferred interests, but excluding the incentive fee). See “The Adviser and the Administrator — Investment Advisory Agreement — Base Management Fee and Incentive Fee.”

We have also entered into an agreement for administrative services, which we refer to as the “Administration Agreement,” under which we have agreed to reimburse the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement. In addition, we have entered into a services agreement with ALPS Fund Services, Inc. (“SS&C ALPS”), which we refer to as the “Services Agreement,” under which SS&C ALPS provides certain accounting and other administrative services to us. See “The Adviser and the Administrator — The Administrator and the Administration Agreement.”

Conflicts of Interest

Our executive officers and directors, and the Adviser and its officers and employees, including the Investment Team, have several conflicts of interest as a result of the other activities in which they engage. The Adviser is affiliated with other entities engaged in the financial services business. These other relationships may cause the Adviser’s and certain of its affiliates’ interests, and the interests of their officers and employees, including the Investment Team, to diverge from our interests and may result in conflicts of interest that may not be foreseen or resolved in a manner that is always or exclusively in our best interest. Our executive officers and directors, as well as other current and potential future affiliated persons, officers, and employees of the Adviser and certain of its affiliates, may serve as officers, directors, or principals of, or manage the accounts for, other entities with investment strategies that substantially or partially overlap with the strategy that we intend to pursue. Accordingly, they may have obligations to investors in those entities, the fulfillment of which obligations may not be in the best interests of us or our stockholders. The Adviser and its affiliates have entered into, and may in the future enter into additional, business arrangements with certain of our stockholders. In such cases, such stockholders may have an incentive to vote shares held by them in a manner that takes such arrangements into account. As a result of these relationships and separate business activities, the Adviser has conflicts of interest in allocating management time, services, and functions among us, other advisory clients and other business activities. See “Conflicts of Interest.”

In order to address such conflicts of interest, we have adopted a code of ethics under Rule 17j-1 under the 1940 Act. Similarly, the Adviser has separately adopted the “Adviser Code of Ethics.” The Adviser Code of Ethics requires the officers and employees of the Adviser to act in the best interests of the Adviser and its client accounts (including us), act in good faith and in an ethical manner, avoid conflicts of interest with the client accounts to the extent reasonably possible, and identify and manage conflicts of interest to the extent that they arise. Personnel subject to each code of ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. Our directors and officers, and the officers and employees of the Adviser, are also required to comply with applicable provisions of the U.S. federal securities laws and make prompt reports to supervisory personnel of any actual or suspected violations of law.

Pursuant to the Adviser’s investment allocation policies and procedures, the Adviser seeks to allocate investment opportunities among accounts in a manner that is fair and equitable over time. There is no assurance that such opportunities will be allocated to any particular account equitably in the short term or that any such account, including us, will be able to participate in all investment opportunities that are suitable for it. See “Conflicts of Interest — Code of Ethics and Compliance Procedures.”

Co-Investment with Affiliates. In certain instances, we expect to co-invest on a concurrent basis with other accounts managed by certain of the Adviser’s affiliates, subject to compliance with applicable regulations and regulatory guidance and the Adviser’s written allocation procedures. We and the Adviser received exemptive relief from the SEC on July 15, 2025, to permit us and certain of our affiliates to participate in certain negotiated co-investments alongside other accounts managed by the Adviser, or certain of its affiliates, subject to certain conditions. A copy of the application for exemptive relief, including all of the conditions and the related order, is available on the SEC’s website at www.sec.gov.

Recent Developments

Results for the Second Fiscal Quarter Ended September 30, 2025. On November 13, 2025, the Company announced results for the second fiscal quarter ended September 30, 2025, with an unaudited estimate of NAV per share of $16.91. Net investment income of $11.0 million, or $0.54 per share of common stock, comprised of $20.2 million of investment income, or $0.99 per share of common stock and $9.2 million of expenses, or $0.45 per share of common stock.

Distributions. On November 5, 2025, the Company declared a monthly distribution on its common stock of $0.25 per share to be paid on each of January 30, 2026, February 27, 2026, and March 31, 2026, which represented no change from our current distribution rate. The distributions on our common stock are payable on the following schedule:

Record Date	Payable Date	Amount per common share
January 15, 2026	January 30, 2026	$0.25
February 16, 2026	February 27, 2026	$0.25
March 16, 2026	March 31, 2026	$0.25

On November 5, 2025, the Company also declared monthly distributions on its Series A Preferred Shares as follows:

Record Date	Payable Date	Amount per Series A Preferred Share
January 15, 2026	January 30, 2026	$0.16667
February 16, 2026	February 27, 2026	$0.16667
March 16, 2026	March 31, 2026	$0.16667

The distributions on the Series A Preferred Shares reflect an annual distribution rate of 8.00% of the $25.00 liquidation preference per share.

On November 5, 2025, the Company announced that it had declared monthly distributions on its Series B Preferred Shares as follows:

Record Date	Payable Date	Amount per Series B Preferred Share
January 15, 2026	January 30, 2026	$0.1640625
February 16, 2026	February 27, 2026	$0.1640625
March 16, 2026	March 31, 2026	$0.1640625

The distributions on the Series B Preferred Shares reflect an annual distribution rate of 7.875% of the $25.00 liquidation preference per share.

Appointment of Chief Financial Officer. On November 5, 2025, the Company’s Board of Directors appointed Daniel Fabian to succeed Kevin Gerlitz as Chief Financial Officer effective December 31, 2025. The appointment was made in connection with the departure of Mr. Gerlitz from the Company to pursue other opportunities. Mr. Fabian will serve as CFO of the Company until his successor is duly appointed or until his resignation or removal.

Mr. Fabian, age 44, joined Sound Point Capital Management, LP in May 2025. He currently serves as Global Chief Financial Officer at Sound Point Capital Management, LP, and has over 20 years of experience within the global asset management sector. He leads global Finance, Tax, Valuations, Technology, and Fund Reporting functions, driving institutionalization and operational scalability. Previously, he served as President & COO at Alcentra, where he directed firm-wide operations spanning six investment strategies. Mr. Fabian is a Fellow of the Institute of Chartered Accountants in England & Wales (ICAEW), qualified in 2004, and received a BSc (Hons) in E-Commerce and Business from the University of Nottingham in 1999.

There are no arrangements or understandings between Mr. Fabian and any other person pursuant to which he was selected as Chief Financial Officer of the Company.

Mr. Fabian has no family relationships with any current director, executive officer, or person nominated to become a director or executive officer of the Company. Further, with regard to Mr. Fabian, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.

ATM Program. On October 6, 2025, the Company entered into an equity distribution agreement, dated as of October 6, 2025 (the “Equity Distribution Agreement”), by and among the Company, the Adviser, the Administrator, AG Asset Strategies LLC (“Assured”), and each of Oppenheimer & Co. Inc., Lucid Capital Markets, LLC, and B. Riley Securities, Inc. (collectively, the “Placement Agents”), as placement agents and/or principals thereunder. Under the Equity Distribution Agreement, the Company may, but has no obligation to, issue and sell, from time to time, up to $100,000,000 in aggregate offering price of shares of its common stock through the Placement Agents, or to them as principal for their own accounts. Under the Equity Distribution Agreement, Assured may, but has no obligation to, sell, from time to time, up to 5,297,083 shares of the Company’s common stock through the Placement Agents, or to them as principal for their own accounts. The Company intends to use substantially all of the net proceeds from this “at-the-market” offering to acquire investments in accordance with its investment objective and investment strategy, to make distributions to its stockholders, and for general corporate purposes. In addition, the Company may also use all or a portion of the net proceeds to repay any preferred stock or outstanding indebtedness at the time of the offering, including any borrowings under the CIBC Credit Facility, described above.

The common stock, if any, that will be sold pursuant to the Equity Distribution Agreement will be offered, issued and sold pursuant to the Company’s shelf registration statement on Form N-2 (File Nos. 333-288330 and 811-23881) initially filed by the Company on June 26, 2025, and declared effective by the Securities and Exchange Commission on August 20, 2025, the prospectus, dated August 20, 2025, contained therein, and the Prospectus Supplement.

Committed Equity Financing

We entered into the Purchase Agreement and a registration rights agreement, or the “Registration Rights Agreement,” with BRPC II, a wholly-owned subsidiary of B. Riley Financial, Inc. (“BRF”), a publicly traded diversified financial services company that invests in and acquires companies. Neither Sound Point Meridian Capital, Inc., nor its affiliates are affiliated with BRF or its affiliates. Under the Purchase Agreement, upon the terms and conditions set forth therein, we, at our sole option and discretion, will have the right to sell to BRPC II up to the lesser of (i) $25,000,000 in aggregate gross purchase price of our common stock, or the “Total Commitment,” and (ii) the Exchange Cap (as defined herein), to the extent applicable. We paid BRPC II $250,000 as consideration for its commitment to purchase shares of our common stock pursuant to the Purchase Agreement and subject to satisfying certain conditions in the Purchase Agreement (the “Upfront Commitment Fee”).

Upon the initial satisfaction of the conditions to BRPC II’s purchase obligations set forth in the Purchase Agreement, or the “Commencement,” we will have the right, but not the obligation, from time to time at our sole option and discretion over the 36-month period beginning on the date the Commencement occurs, or the “Commencement Date,” to direct BRPC II to purchase certain shares of our common stock unless the Purchase Agreement is terminated earlier. Sales of common stock by us to BRPC II under the Purchase Agreement, and the timing of any such sales, are solely at our option, and we are under no obligation to sell any securities to BRPC II under the Purchase Agreement.

The per share purchase price that BRPC II is required to pay for shares of our common stock in a purchase directed by us pursuant to the Purchase Agreement will be determined by reference to the volume weighted average price of our common stock, or “VWAP,” calculated in accordance with the Purchase Agreement, less a fixed 3.0% discount. Under the Purchase Agreement, the VWAP Purchase Price per share and the Intraday VWAP Purchase Price per share are equal to the product of (i) 0.97, multiplied by (ii) the dollar volume-weighted average price for our common stock as listed on the NYSE on the Purchase Date commencing at 9:30:01 a.m. and ending at 3:59 p.m. New York City time (or such other time that is the official open or close of the primary (or “regular”) trading session) as reported by Bloomberg through its “AQR” function, but excluding each of the following transactions to the extent they occur during the relevant VWAP Purchase Period or Intraday VWAP Purchase Period: (A) the opening or first purchase of common stock at or following the official open of such primary or “regular” trading session that is reported in the consolidated system on such Purchase Date; (B) the last or closing sale of common stock at or prior to the official close of such primary or “regular” trading session that is reported in the consolidated system on such Purchase Date (as applicable); and (C) provided we have specified a Limit Order Continue Election in the applicable VWAP Purchase Notice or Intraday VWAP Purchase Notice for such VWAP Purchase or Intraday VWAP Purchase, all sales of common stock on the NYSE during such VWAP Purchase Period or Intraday VWAP Purchase Period at a Sale Price that is less than the applicable VWAP Minimum Purchase Price or Intraday VWAP Minimum Purchase Price Threshold for such VWAP Purchase or Intraday VWAP Purchase. There is no maximum price per share that BRPC II could be obligated to pay for our common stock we may elect to sell to it under the Purchase Agreement. However, the net proceeds to us from BRPC II per share of our common stock sold under the Purchase Agreement, following payment of the 3.0% discount, will never be less than the NAV per share of our common stock at the time of such sale.

In no event may we issue to BRPC II under the Purchase Agreement more than 4,052,100 shares of common stock, which number of shares is equal to 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement, or the “Exchange Cap,” unless we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable NYSE rules. The Exchange Cap is not applicable to issuances and sales of common stock pursuant to the Purchase Agreement to the extent such shares of common stock are sold at a price equal to or in excess of the applicable “minimum price” (as defined in the applicable listing rules of the NYSE) of our common stock, calculated at the time such purchases are effected by us under the Purchase Agreement, if any.

In accordance with our obligations under the Registration Rights Agreement, we have filed the registration statement which includes this prospectus with the SEC to register under the Securities Act the resale by BRPC II of up to 4,052,100 shares of common stock that we may elect, in our sole discretion, to issue and sell to BRPC II under the Purchase Agreement, from time to time after the date of this prospectus. As of September 30, 2025, BRPC II purchased 61,603 shares of common stock resulting in $1,141,488 net proceeds to us under the Purchase Agreement. The Purchase Agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part. You may obtain copies of these documents using the methods described in “Additional Information” in this prospectus.

Shares of our common stock sold to BRPC II pursuant to the Purchase Agreement will share voting power with our existing shares of common stock. Accordingly, such sales will result in dilution of our current stockholders’ voting power with respect to matters on which our stockholders are entitled to vote.

See “Committed Equity Financing” elsewhere in this prospectus for a more detailed description of the Purchase Agreement and Registration Rights Agreement.

Summary Risk Factors

The value of our assets, as well as the market price of shares of our common stock, will fluctuate. Our investments should be considered risky, and you may lose all or part of your investment in us. Investors should consider their financial situation and needs, other investments, investment goals, investment experience, time horizons, liquidity needs, and risk tolerance before investing in shares of our common stock. An investment in shares of our common stock may be speculative in that it involves a high degree of risk and should not be considered a complete investment program. We are designed primarily as a long-term investment vehicle, and our securities are not an appropriate investment for a short-term trading strategy. We can offer no assurance that returns, if any, on our investments will be commensurate with the risk of investment in us, nor can we provide any assurance that enough appropriate investments that meet our investment criteria will be available.

The following is a summary of certain principal risks of an investment in us. See “Risk Factors” for a more complete discussion of the risks of investing in shares of our common stock, including certain risks not summarized below.

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Limited Prior Operating History. We were formed in May 2022 and commenced operations on June 13, 2024, and are therefore subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objective and that the value of your investment could decline substantially.

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Key Personnel Risk. We are dependent upon the key personnel of the Adviser for our future success.

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Conflicts of Interest Risk. Our executive officers and directors, and the Adviser and certain of its affiliates and their officers and employees, including the Investment Team, have several conflicts of interest as a result of the other activities in which they engage. See “Conflicts of Interest.”

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Interest Rate Risk. The price of certain of our investments may be significantly affected by changes in interest rates. In the event of a significant rising interest rate environment and/or economic downturn, loan defaults may increase and result in credit losses, which may adversely affect our cash flow, fair value of our assets and operating results.

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Prepayment Risk. The assets underlying the CLO securities in which we intend to invest are subject to prepayment by the underlying corporate borrowers. In addition, the CLO securities and related investments in which we intend to invest are subject to prepayment risk. If we or a CLO collateral manager are unable to reinvest prepaid amounts in a new investment with an expected rate of return at least equal to that of the investment repaid, our investment performance will be adversely impacted.

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Benchmark Interest Rate Risk. The CLO debt securities in which we typically invest earn interest at, and obtain financing at, a floating rate, which has traditionally been based on the London Interbank Offered Rate (“LIBOR”). After June 30, 2023, all tenors of LIBOR have either ceased to be published or, in the case of 1-month, 3-month and 6-month U.S. dollar LIBOR settings, are no longer being published on a representative basis. As a result, the relevant credit markets have transitioned away from LIBOR to other benchmarks. The primary replacement rate for U.S. dollar LIBOR for loans and CLO debt securities is the Secured Overnight Financing Rate (“SOFR”), which measures the cost of overnight borrowings through repurchase agreement transactions collateralized by U.S. Treasury securities. As of January 1, 2022, all new issue CLO securities utilize SOFR as the LIBOR replacement rate. For CLOs issued prior to 2022, the use of LIBOR is being phased out as loan portfolios transition to utilizing the SOFR. As of the date hereof, certain legacy CLOs and senior secured loans have already transitioned to utilizing SOFR-based interest rates, but not all CLO debt securities have transitioned to such replacement rate. The ongoing risks associated with transitioning from LIBOR to term SOFR or an alternative benchmark rate may be difficult to assess or predict. To the extent that the rate utilized for senior secured loans held by a CLO differs from the rate utilized in calculating interest on the debt securities issued by the CLO, there is a basis risk between the two rates (e.g., SOFR or another benchmark rate or the 1-month term SOFR rate and the 3-month term SOFR rate). This means the CLO could experience an interest rate mismatch between its assets and liabilities, which could have an adverse impact on the cash flows distributed to CLO equity investors as well as our net investment income and portfolio returns until such mismatch is corrected or minimized, if at all, which would be expected to occur when both the underlying senior secured loans and the CLO securities utilize the same benchmark index rate. At this time, it is not possible to predict the full effects of the phasing out of LIBOR on U.S. senior secured loans, on CLO debt securities, and on the underlying assets of the specific CLOs in which we intend to invest.

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Liquidity Risk. The market for CLO securities is more limited than the market for certain other credit-related investments. As such, we may not be able to sell investments in CLO securities quickly, or at all. If we are able to sell such investments, the prices we receive may not reflect our assessment of their fair value or the amount paid for such investments by us.

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Incentive Fee Risk. Our incentive fee structure and the formula for calculating the incentive fee payable to the Adviser may incentivize the Adviser to pursue speculative investments and use leverage in a manner that adversely impacts our performance. In view of the catch-up provision applicable to income incentive fees under the Investment Advisory Agreement, the Adviser could potentially receive a significant portion of the increase in our investment income attributable to a general increase in interest rates.

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Subordinated Securities. CLO equity and junior debt securities that we may acquire are subordinated to more senior tranches of CLO debt. CLO equity and junior debt securities are subject to greater risk of default relative to the holders of senior priority interests in the same CLO based on the structural subordination of the tranches of CLO securities.

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High-Yield Investment Risk. The CLO equity securities that we intend to acquire are typically unrated and are therefore considered speculative with respect to timely payment of interest and repayment of principal. The senior secured loans held as collateral by CLOs are also typically higher-yield, sub-investment grade investments. Investing in CLO equity and junior debt securities and other high-yield investments involves greater credit and liquidity risk than investment grade obligations, which may adversely impact our performance.

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Risks of Investing in CLOs and Other Structured Finance Securities. CLOs and other structured finance securities are generally backed by pools of loans and other credit assets as collateral. Accordingly, CLO and structured finance securities present risks similar to those of other types of credit investments, including default (credit), interest rate, and prepayment risks. In addition, CLOs and other structured finance securities are often governed by a complex series of legal documents and contracts, which may increase the risk of dispute over the interpretation and enforceability of such documents relative to other types of investments or limit the ability of an investor to enforce its rights and pursue remedies. There is also a risk that the trustee of a CLO does not properly carry out its duties to the CLO, potentially resulting in loss to the CLO.

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Leverage Risk. The use of leverage, whether directly through borrowing by us or indirectly through investments such as CLO equity securities that also involve leverage, may magnify our risk of loss. CLO equity and junior debt securities are very highly leveraged (with CLO equity securities typically being leveraged nine to 13 times), and therefore the CLO securities that we intend to invest in are subject to a higher degree of loss since the use of leverage magnifies losses.

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Credit Risk. If CLO securities that we invest in, an underlying loan owned by any such CLO, or any other credit investment in our portfolio declines in price or the obligor fails to pay principal, interest or other return when due because the issuer or debtor, as the case may be, experiences a decline in its financial performance or has other credit related issues, our income, NAV, and/or market price would be adversely impacted.

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Fair Valuation of Our Portfolio Investments. Generally, there is a more limited public market for the CLO investments we target. As a result, we value these securities at least quarterly, or more frequently as may be required from time to time, at fair value. Our determinations of the fair value of our investments have a material impact on our net earnings through the recording of unrealized appreciation or depreciation of investments and may cause our NAV on a given date to understate or overstate, possibly materially, the value that we may ultimately realize on one or more of our investments.

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Limited Investment Opportunities Risk. The market for CLO securities is more limited than the market for other credit-related investments. We can offer no assurances that sufficient investment opportunities for our capital will be available.

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Non-Diversification Risk. We are a non-diversified investment company under the 1940 Act and may hold a narrower range of investments than a diversified fund under the 1940 Act.

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Market and Recessionary Risk. Political, regulatory, economic and social developments, and developments in the United States and globally, that impact specific economic sectors, industries, or segments of the market can affect the value of our investments. A disruption or downturn in the capital markets and the credit markets could impair our ability to raise capital, reduce the availability of suitable investment opportunities for us, or adversely and materially affect the value of our investments, any of which would negatively affect our business.

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Loan Accumulation Facilities Risk. We may invest in loan accumulation facilities, which are short to medium term debt facilities, often provided by the bank that will serve as placement agent or arranger on a CLO transaction, which acquire loans on an interim basis that are expected to form part of the portfolio of a future CLO. Investments in loan accumulation facilities have risks similar to those applicable to investments in CLOs. Leverage is typically utilized in such a facility and as such the potential risk of loss will be increased for such facilities employing leverage. In the event a planned CLO is not consummated, or the loans are not eligible for purchase by the CLO, we may be responsible for either holding or disposing of the loans. This could expose us primarily to credit and/or mark-to-market losses, and other risks.

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Currency Risk. Although we intend to primarily make investments denominated in U.S. dollars, we may make investments denominated in other currencies. Our investments denominated in currencies other than U.S. dollars will be subject to the risk that the value of such currency will decrease in relation to the U.S. dollar.

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Hedging Risk. Hedging transactions seeking to reduce risks may result in poorer overall performance than if we had not engaged in such hedging transactions, and they may also not properly hedge our risks.

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Reinvestment Risk. CLOs typically generate cash from asset repayments and sales that may be reinvested in substitute assets, subject to compliance with applicable investment tests. If the CLO collateral manager causes the CLO to purchase substitute assets at a lower yield than those initially acquired (for example, during periods of loan compression or as may be required to satisfy a CLO’s covenants) or sale proceeds are maintained temporarily in cash, it would reduce the excess interest-related cash flow, thereby having a negative effect on the fair value of our assets and the market value of our securities. In addition, the reinvestment period for a CLO may terminate early, which would cause the holders of the CLO’s securities to receive principal payments earlier than anticipated. There can be no assurance that we will be able to reinvest such amounts in an alternative investment that provides a comparable return relative to the credit risk assumed.

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Refinancing Risk. If we incur debt financing and subsequently refinance such debt, the replacement debt may be at a higher cost and on less favorable terms and conditions. If we fail to extend, refinance, or replace such debt financings prior to their maturity on commercially reasonable terms or at all, our liquidity will be lower than it would have been with the benefit of such financings, which would limit our ability to grow.

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Tax Risk. If we fail to maintain our qualification for tax treatment as a RIC under Subchapter M of the Code for any reason, or become subject to corporate income tax, the resulting taxes could substantially reduce our net assets, as well as the amount of income available for distributions, and the amount of such distributions, to our common stockholders and for payments to the holders of our other equity securities or obligations.

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Derivatives Risk. Derivative instruments in which we may invest may be volatile and involve various risks different from, and in certain cases greater than, the risks presented by other instruments. The primary risks related to Derivative Transactions include counterparty, correlation, liquidity, leverage, volatility, and OTC trading risks. In addition, a small investment in derivatives could potentially have a large impact on our performance, imposing a form of investment leverage on our portfolio. In certain types of Derivative Transactions, we could lose the entire amount of our investment; in other types of Derivative Transactions, the potential loss is theoretically unlimited.

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Counterparty Risk. We may be exposed to counterparty risk, which could make it difficult for us or the CLOs in which we invest to collect on obligations, thereby resulting in potentially significant losses.

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Global Economy Risk. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region, or financial market.

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Committed Equity Financing Risk. It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to BRPC II, or the actual gross proceeds resulting from those sales.

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Stock Price Risk. The sale of the shares of common stock acquired by BRPC II (or issued pursuant to other offerings, including the current or any future “at-the-market” program), or the perception that such sales may occur, could cause the price of our common stock to fall.

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Issuance of Additional Securities Risk. The sale of the shares of common stock issued pursuant to other offerings, or the perception that such sales may occur, could cause the price of our common stock to fall. Shares of our common stock sold pursuant to other offerings will share voting power with our existing shares of common stock. Accordingly, such sales will result in dilution of our current stockholders’ voting power with respect to matters on which our stockholders are entitled to vote. In addition, the issuance of debt or preferred equity securities can increase our leverage and create capital in the system that will have rights or preferences that are senior to those of our common stock. This may adversely affect the value of our common stock, as holders of debt or preferred equity may be entitled to priority payments or liquidation preferences, further diluting the interests of our common stockholders.

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Price Risk. Investors who buy shares at different times will likely pay different prices.

Our Corporate Information

Our offices are located at 375 Park Avenue, 34^th Floor, New York, NY 10152, and our telephone number is (212) 895-2293.

SUMMARY OF OFFERING

Set forth below is additional information regarding offerings of our securities:

Common Stock Offered by BRPC II		4,052,100 shares of common stock.

Use of Proceeds		We will not receive any proceeds from the resale of shares of common stock included in this prospectus by BRPC II. However, we may receive up to $25,000,000 in aggregate gross proceeds under the Purchase Agreement from sales of common stock that we may elect to make to BRPC II pursuant to the Purchase Agreement, if any, from time to time in our sole discretion, from and after the Commencement Date. See “Use of Proceeds.”

Listing		Our common stock is traded on the NYSE under the symbol “SPMC”.

Leverage

We may use leverage as and to the extent permitted by the 1940 Act. We are permitted to obtain leverage using any form of financial leverage instruments, including funds borrowed from banks or other financial institutions, margin facilities, notes or preferred stock and leverage attributable to reverse repurchase agreements or similar transactions. See “Prospectus Summary – Financing and Hedging Strategy – Leverage by the Company” in this prospectus. We expect that we will, or that we may need to, raise additional capital in the future to fund our continued growth, and we may do so by drawing on the CIBC Credit Facility, entering into another credit facility, issuing additional preferred stock or debt securities or through other leveraging instruments.

Certain instruments that create leverage are considered to be senior securities under the 1940 Act. With respect to senior securities that are stocks (i.e., shares of preferred stock), we are required to have an asset coverage of at least 200%, as measured at the time of the issuance of any such shares of preferred stock and calculated as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) over the aggregate amount of our outstanding senior securities representing indebtedness plus the aggregate liquidation preference of any outstanding shares of preferred stock.

With respect to senior securities representing indebtedness (i.e., borrowings or deemed borrowings), other than temporary borrowings as defined under the 1940 Act, we are required to have an asset coverage of at least 300%, as measured at the time of borrowing and calculated as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) over the aggregate amount of our outstanding senior securities representing indebtedness.

U.S. Federal Income Taxes		We have elected to be treated and intend to qualify annually thereafter for U.S. federal income tax purposes as a RIC, beginning with our tax year ended September 30, 2024. As a RIC, we generally are not required to pay U.S. federal income taxes on any ordinary income or capital gains that we receive from our portfolio investments and distribute to holders of our common stock. To qualify as a RIC and maintain our RIC status, we must meet specific source-of-income and asset diversification requirements and distribute in each of our taxable years at least 90% of the sum of our investment company taxable income and net tax-exempt interest, if any, to holders of our common stock. If, in any year, we fail to qualify as a RIC under U.S. federal income tax laws, we would be taxed as an ordinary corporation. In such circumstances, we could be required to recognize unrealized gains, pay substantial taxes, and make substantial distributions before re-qualifying as a RIC that is accorded special tax treatment. Prospective investors are urged to consult their own tax advisors regarding the tax implications associated with acquiring, holding and disposing of an investment in shares of our common stock in light of their personal investment circumstances. See *“U.S. Federal Income Tax Matters.”*

Risk Factors		Investing in our common stock involves risks. You should carefully consider the information set forth under the caption “*Risk Factors*” in this prospectus before deciding to invest in our common stock.

Available Information		We are required to file periodic reports, proxy statements and other information with the SEC. This information is available on the SEC’s website at www.sec.gov. This information is available free of charge on our website, at www.soundpointmeridiancap.com, or by writing us at Sound Point Meridian Capital, Inc., 375 Park Avenue, 34th Floor, New York, NY 10152, Attention: Investor Relations, or by telephone at (212) 895-2293.

FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in our common stock will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “us” or the “Company,” or that “we” will pay fees or expenses, you will indirectly bear such fees or expenses as an investor in Sound Point Meridian Capital, Inc.

Stockholder transaction expenses:
Sales load	0.00	%
Offering expenses	2.00	%⁽¹⁾
Distribution reinvestment plan expenses	-	⁽²⁾
Total stockholder transaction expenses (as a percentage of offering price)	2.00	%

Annual expenses (estimated as a percentage of net assets attributable to common stock):
Base management fee	2.27	%⁽³⁾
Incentive fees payable under our Investment Advisory Agreement (20% of pre incentive fee net investment income)

SEC Form POS 8C filed by Sound Point Meridian Capital Inc.