UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 22, 2022

LAFAYETTE SQUARE USA, INC.

(Exact name of Registrant as Specified in Its Charter)

DELAWARE	814-01427	87-2807075
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

175 SW 7th St, Unit 1911, Miami, Florida	33130-2992
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (786) 598-2089

________________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company x

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 13(a) of the Exchange Act. x

Explanatory Note

On June 24, 2022, pursuant to a drawdown notice previously delivered to investors, Lafayette Square USA, Inc. (the “Company”) issued and sold approximately 1.75 million shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate offering price of approximately $26.2 million.

The sales of Common Stock were made pursuant to subscription agreements (collectively, the “Subscription Agreements”) entered into by the Company with its investors. Under the terms of the Subscription Agreements, each investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis.

The sales of the Common Stock are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of the Common Stock and has not offered securities to the public in connection with such issuance and sale. The Company relied, in part, upon representations from investors in the relevant Subscription Agreements that each investor is an “accredited investor,” as defined in Regulation D under the Securities Act.

Item 1.01.     Entry into a Material Definitive Agreement.

Effective June 22, 2022, the Company amended and restated its investment advisory agreement (the “Advisory Agreement”) with LS BDC Adviser, LLC (the “Adviser”) to clarify that, as previously disclosed in the Company’s private placement memorandum and its filings with the Securities and Exchange Commission, following a Liquidity Event (as defined in the Advisory Agreement), the base management fee payable by the Company to the Adviser will be 1.0% of the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters. A copy of the Advisory Agreement will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.

Item 3.02. Unregistered Sales of Equity Securities.

The information in the Introductory Note is incorporated by reference into this Item 3.02.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 22, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”).  As of May 12, 2022, the record date for the Annual Meeting, 700 shares of the Company’s common stock were outstanding and entitled to vote, which were all owned by the Company’s sole stockholder, Lafayette Square Holding Company, LLC (the “Sole Stockholder”).

At the Annual Meeting, the Sole Stockholder elected Jacqueline Bradley to the Board for a three-year term and ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022. Additionally, on June 22, 2022, the Sole Stockholder approved the Advisory Agreement via written consent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Lafayette Square USA, Inc.
Date: June 28, 2022	By:	/s/ Seren Tahiroglu
	Name:	Seren Tahiroglu
	Title:	Chief Financial Officer