North Mentality Ltd Form 4 Filed 2024-03-27

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

North Mentality Ltd

2. Issuer Name and Ticker or Trading Symbol
26North BDC, Inc. [NONE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

PO BOX 186, ROYAL CHAMBERS,, ST JULIAN'S AVENUE,

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2024

(Street)

ST PETER PORT,, Y7 GY1 4HP

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

______ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/25/2024		J⁽¹⁾		400,000⁽²⁾	A	$25	800,000	D⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
North Mentality Ltd PO BOX 186, ROYAL CHAMBERS, ST JULIAN'S AVENUE, ST PETER PORT,, Y7 GY1 4HP		X
Dunand Marco C/O PO BOX 186, ROYAL CHAMBERS, ST JULIAN'S AVENUE, ST PETER PORT,, Y7 GY1 4HP		X

Explanation of Responses:

1.	Represents an acquisition of shares directly from the Issuer as a result of a mandatory capital call.
2.	The remaining uncalled portion of the Reporting Persons' aggregate capital commitment to the Issuer will be drawn down over time at the discretion of the Issuer in exchange for additional shares of the Issuer's common stock at their then-current net asset value.
3.	The securities reported herein are held of record by North Mentality Limited. Marco Dunand is the sole stockholder of North Mentality Limited and as such may be deemed to beneficially own the securities held by North Mentality Limited. Mr. Dunand disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.

	Signatures
	North Mentality Limited By: /s/ Patrick Burki, Director	03/27/2024
	/s/ Marco Dunand	03/27/2024
	** Signature of Reporting Person	Date
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