Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Vista Credit Strategic Lending Corp. (Name of Issuer) |
Class I Common Stock, par value $0.01 per share (Title of Class of Securities) |
U9224Y103 (CUSIP Number) |
Dongjun Lee 120, Tongil-ro, Jung-gu, Seoul, M5, 04517 82-2-787-3813 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | U9224Y103 |
| 1 |
Name of reporting person
Nonghyup Bank as trustee of DBAM Vista Credit Investment Trust No. 2 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,086,469.99 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Korean collective investment vehicle (Investment Trust established pursuant to the Financial Investment Services and Capital Markets Act of the Republic of Korea)
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class I Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Vista Credit Strategic Lending Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
50 Hudson Yards, Floor 77, New York,
NEW YORK
, 10001. |
| Item 2. | Identity and Background |
| (a) | Nonghyup Bank as trustee of DBAM Vista Credit Investment Trust No.2 |
| (b) | 120, Tongil-ro, Jung-gu, Seoul 04517, Republic of Korea |
| (c) | The Reporting Person is a Korean collective investment vehicle (Investment Trust established pursuant to the Financial Investment Services and Capital Markets Act of the Republic of Korea) |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Republic of Korea |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person acquired Class I Common Stock ("Common Stock") of the Issuer in a private placement pursuant to a subscription agreement between the Reporting Person and the Issuer. The number of shares to be issued was determined on July 21, 2025, and the Reporting Person acquired 5,086,469.99 shares of Common Stock for a purchase price of $100,000,000, or $19.66 per share. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired and holds the Common Stock for investment purposes. Depending on market conditions and other factors (including evaluation of the Issuer's businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), the Reporting Person may from time to time acquire additional securities of the Issuer or dispose of all or a portion of its investment in the Issuer. Except as set forth in the preceding paragraph and in Item 6 of this Schedule 13D, as of the date hereof, the Reporting Person does not have any plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D. Notwithstanding the foregoing, the Reporting Person reserves the right to effect any such actions as it may deem necessary or appropriate in the future. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 7 through 11 and 13 of the cover page of this Schedule 13D are incorporated herein by reference. Such information is based on 25,374,033.387 shares of Common Stock of the Issuer outstanding as of June 30, 2025, based on information received from the Issuer. The shares of Common Stock reported herein are directly held and beneficially owned by the Reporting Person. |
| (b) | Items 7 through 11 and 13 of the cover page of this Schedule 13D are incorporated herein by reference. Such information is based on 25,374,033.387 shares of Common Stock of the Issuer outstanding as of June 30, 2025, based on information received from the Issuer. The shares of Common Stock reported herein are directly held and beneficially owned by the Reporting Person. |
| (c) | Except as disclosed in this Schedule 13D, the Reporting Person has not effected any transaction in the shares of Common Stock of the Issuer during the past 60 days. |
| (d) | To the knowledge of the Reporting Person, only the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock of the Issuer reported by this Schedule 13D. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Person entered into a subscription agreement with the Issuer, pursuant to which the Reporting Person agreed to acquire shares of Common Stock for an aggregate purchase price of $100,000,000. The Reporting Person contributed the purchase price on June 26, 2025, and on July 21, 2025, the Issuer determined the number of shares to be issued was 5,086,469.99, representing a purchase price of $19.66 per share. The foregoing description of the subscription agreement set forth in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the full text of the form of subscription agreement which is filed as Exhibit 99.1 hereto and are incorporated herein by reference. Except as referenced herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such Reporting Persons and any other person with respect to any securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 to the Issuer's Form 10 Second Amendment filed on October 25, 2023) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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