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Voice Point Capital Limited Company A Round Preferred Stock U.S. Prospectus (Version 2025-06-02)

2025-06-02 美股招股说明书 章嘉艺
报告封面

SOUND POINT MERIDIAN CAPITAL, INC.SUPPLEMENT NO. 1 DATED MAY 30, 2025TO THE PROSPECTUS DATED MARCH 14, 2025 This prospectus supplement (this “Supplement”) is part of and should be read in conjunction with the prospectus of Sound Point MeridianCapital, Inc. (the “Company”), dated March 14, 2025 (the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this The purpose of this Supplement is to include the Company’s Annual Report to stockholders for the period beginning on June 13,2024 (commencement of operations) and ending March 31, 2025, filed on May 30, 2025. Annual Report to Stockholders On May 30, 2025, the Company filed its Annual Report to stockholders for the period beginning on June 13, 2024 (commencementof operations) and ending March 31, 2025 (the “Report”), with the Securities and Exchange Commission. The Report is attached to thisSupplement. Sound Point Meridian Capital, Inc.Discussion of Company Performance (UNAUDITED) May29, 2025 Dear Stockholders, We are excited to provide you with the inaugural annual report of Sound Point Meridian Capital, Inc. (“we”, “us”, “our”,“Company” or “SPMC”) for the period beginning on June13, 2024 (“IPO”) and ending March31, 2025. The Company is a closed-end management investment company registered under the Investment Company Act of 1940, asamended(the“1940 Act”)and is advised by Sound Point Meridian Management Company,LLC(the“Adviser”). TheCompany’s primary investment objective is to generate high current income, with a secondary objective to generate capitalappreciation. We seek to achieve our investment objectives by investing primarily in equity and mezzanine tranches ofcollateralized loan obligations, or “CLOs,” which are securitized by portfolios consisting primarily of below-investment grade For the year ended March31, 2025, the Company distributed $2.08 per common share. The Company’s common sharesclosed the fiscal year at a price of $19.94 per share, delivering a 10.52% total return on market value to our IPO investors. Forcomparison, during the same time period, the S&P 500 Index generated a 4.36% total return, while the Morningstar LSTA US Leveraged Loan Index generated a 4.95% total return. As of March31, 2025, the weighted average reinvestment period of ourportfolio was 4.1 years versus the CLO 2.01market median of 1.8 years. We believe CLO equity investments with longerreinvestment periods provide the ability to manage through periods of loan volatility and trading of the underlying loan During the year, we: ●Deployed $291.8 million5in new CLO equity investments since our IPO and sold $77.1 million of existing CLOinvestments.●Refinanced 19 CLOs in our portfolio, lengthening the reinvestment period and lowering the cost of debt of each, which in many cases, increases the excess cashflow available to our equity investments.●Recorded net investment income (“NII”) and total income from investment operations (“NI”) of $2.22 and $0.86,2 Common Stock On June13, 2024, the Company announced the pricing of its IPO of 4,000,000 shares of common stock at a public offeringprice of $20.00 per share. On a pro forma basis, after giving effect to the sale of 4,000,000 shares and the payment of certainoffering expenses, the Company’s net asset value (“NAV”) was $400.1 million, or $19.99 per share. The Company’s common On March14, 2025, the Company entered into a committed equity financing agreement with B. Riley Principal Capital II, LLC(“BRPC II”). Under this agreement, the Company has the right, but not the obligation, to direct BRPC II to purchase up to thelesser of (i) $25,000,000 in aggregate gross purchase price of our common stock and (ii) 4,052,100 shares of common stock As of March31, 2025, the Company’s NAV was $381.57 million, or $18.78 net asset value per share of common stock, downfrom our IPO at $19.99, primarily due to unrealized losses in the portfolio. From IPO through March31, 2025, the Company paid distributions to common shareholders totaling $2.08 per share out of$2.22 of net investment income (“NII”) earned. The Company also declared calendar Q2 2025 monthly common distributions of3 $0.25 per share. 1CLO 2.0 refers to CLOs issued after 2011.2Weighted average common share is calculated based on the average monthly number of shares of common stockoutstanding during the period.3Distributions on common stock are generally paid from NII (regular interest and dividends) and may also include capital Annual Report | March 31, 2025 Letter to Stockholders and Management’s Sound Point Meridian Capital, Inc.Discussion of Company Performance (UNAUDITED) The Company’s dividend reinvestment plan allows common stockholders to have their distributions automatically reinvestedinto new shares of common stock. If the prevailing market price of our common stock exceeds our NAV per share, suchreinvestment is at a discount of up to 5% to the prevailing market price. Debt Financing and Preferred Stock On July8, 2024, the