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    1900
        K Street, NW

        Washington, DC 20006-1110

        +1
        202 261 3300 Main

        +1
        202 261 3333 Fax

        www.dechert.com

    Harry
        S. Pangas

        harry.pangas@dechert.com

        +1
        202 261 3466 Direct

        +1
        202 261 3333 Fax

January 16, 2020

VIA EDGAR

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Anu Dubey, Esq.

    Re:
    Palmer Square Capital BDC Inc.

    Registration Statement on Form 10

    File Numbers: 000-56126 and 814-01334

Ladies and Gentlemen:

On behalf of Palmer Square Capital BDC
Inc. (the “Company”), this letter responds to the comments issued by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) in a letter dated December 26, 2019 relating to
the Company’s registration statement on Form 10 that was filed with the SEC on November 27, 2019 (the “Registration
Statement”).

For your convenience, the Staff’s
comments are included in this letter, and each comment is followed by the responses of the Company. Capitalized terms used in this
letter and not otherwise defined herein shall have the meanings specified in the registration statement on Form 10 filed by the
Company on the date hereof (such registration statement being referred to herein as the “Amended Registration Statement”).

Explanatory Note (Page ii)

 1. Comment: With respect to the lack of liquidity of, manner of distribution of and
funding of distributions made by non-traded BDCs, please add the bulleted disclosure below, if accurate, in bold and larger font.
We suggest the bullets also appear prominently immediately above the signature line on the Subscription Agreement.

 · The Company’s Shares may not be sold without the written consent of the Adviser.

 · If the Company makes additional offerings of its Shares in the future, an investor may be required
to make additional purchases of the Company’s Shares on one or more dates to be determined by the Company.

        January 16, 2020

Page 2

 · The Company’s Shares are not currently listed on an exchange, and it is uncertain whether
they will be listed or whether a secondary market will develop.

 · Repurchases of Shares by the Company, if any, are expected to be limited.

 · An investment in the Company may not be suitable for investors who may need the money they invest
in a specified time frame.

 · Our distributions may be funded from unlimited amounts of offering proceeds or borrowings, which
may constitute a return of capital and reduce the amount of capital available to us for investment. Any capital returned to you
through distributions will be distributed after payment of fees and expenses.

Response: The Company
has revised the disclosure accordingly. See the last paragraph under the heading “Explanatory Note” in the Amended
Registration Statement. The Company respectfully submits that the second bulleted disclosure in the Staff’s comment is not
applicable to the Company. Given that the Company is only selling shares of its capital stock to “accredited investors”
(as defined in Rule 501(a) under the Securities Act of 1933), the Company does not believe that it is necessary to augment its
form subscription agreement as requested by the Staff given the sophisticated nature of the investors involved.

Item 1. Business — The Company
(Page 1)

 2. Comment: The second sentence of this section states that the Company intends to
elect to be regulated as a BDC. Please disclose when the Company intends to file an election to be regulated as a BDC.

Response: The Company has revised the
disclosure accordingly. See page 1 of the Amended Registration Statement.

 3. Comment: Please disclose in this section the expected maturity of the corporate
debt and CLOs in which the Company will invest. In addition, please disclose here (as indicated on page 3) that the Company can
invest in equity and junior debt tranches of CLOs.

Response:  The
Company has revised the disclosure accordingly. See page 1 of the Amended Registration Statement.

 4. Comment: The fifth sentence of the second paragraph of this section states that
investments that are rated below investment grade are sometimes referred to as, among other things, “leveraged loans”.
Please describe leveraged loans.

Response: The
Company has revised the disclosure accordingly. See page 1 of the Amended Registration Statement.

        January 16, 2020

Page 3

 5. Comment: The seventh sentence of the second paragraph of this section states that
the Company may, for hedging purposes, utilize instruments such as forward contracts, currency options and interest rate swaps,
caps, collars and floors. On page 3, the last two sentences indicate that the Company uses derivatives both for speculative and
hedging purposes, including, without limitations, futures, forwards contracts and options, swaps and short positions. Please reconcile
the disclosure regarding the types and purpose(s) for which derivatives will be used in these sections.

Response: The
Company has revised the disclosure accordingly. See pages 1 and 3 of the Amended Registration Statement.

 6. Comment: The third paragraph of this section describes Capital Commitments to
be made by investors in the Company. Please disclose what happens to investors who fail to honor their obligations under a Capital
Commitment.

Response: The
Company has revised the disclosure accordingly. See page 1 of the Amended Registration Statement.

 7. Comment: Please explain to us whether the Company will make Capital Commitments
that may be unfunded for some period of time. If so, please explain to us whether the Company will treat its unfunded commitments
as senior securities under Section 18(g) of the Investment Company Act of 1940 (“1940 Act”). If the Company will have
unfunded commitments that it will not treat as senior securities, please provide us with a representation that the Company reasonably
believes that its assets will provide adequate cover to allow it to satisfy its future unfunded investment commitments, and include
an explanation as to why the Company believes it will be able to cover its future unfunded investment commitments.

Response: In
the future, the Company may make capital or other commitments with respect to investments that it does not fund at the initial
closing with respect to such investment. To the extent the Company has or makes unfunded commitments, the Company will limit the
amount of such unfunded commitments and manage its liquidity so as to ensure that it has a combination of sufficient cash, liquid
assets, undrawn commitments and borrowings available to meet its unfunded commitments such that it can represent that it reasonably
believes it has sufficient financial resources to cover its future funding obligations.

        January 16, 2020

Page 4

Item 1. Business — The Investment
Advisor (pages 1 – 2)

 8. Comment: This section describes the Investment Team and Investment Committee. Please
identify the person or persons who are primarily responsible for the day to day management of the portfolio. If the portfolio managers
are jointly and primarily responsible for day to day management, please make that clear and provide a brief description of each
person’s role on the Team or Committee.

Response:
The Company has revised the disclosure accordingly. See page 1 of the Amended Registration Statement.

Item 1. Business — Market Opportunity
(page 2)

 9. Comment: The third sentence under “Size of Corporate Debt Market”
refers to “dry powder”. Please clarify the meaning of this term.

Response: The
Company has revised the disclosure accordingly. See page 2 of the Amended Registration Statement.

 10. Comment: The first sentence under “Regulatory Environment and Opportunity
for Alternative Lenders” refers to “middle market companies”. If investing in middle market companies is part
of the principal strategies of the Company, please identify and define these types of companies in the description of the Company’s
principal strategies.

Response: The Company
has revised the disclosure accordingly. See page 2 of the Amended Registration Statement.

Item 1. Business — Investment
Objective (pages 2 – 3)

 11. Comment: The last paragraph on page 2 states that the Company will primarily invest
in first and second lien secured loans. If the Company intends to invest in covenant-lite loans, please describe such loans and
the extent to which the Company may invest in such loans; also, disclose in the Risk Factors section the heightened risks associated
with covenant-lite loans.

Response: The Company
has revised the disclosure accordingly. See pages 2, 40  and 43 of the Amended Registration Statement.

        January 16, 2020

Page 5

 12. Comment: The last sentence of the first paragraph on page 3 indicates that senior
secured loans within a CLO will be subject to “limitations on non-U.S. borrowers.” Please disclose with greater specificity
the limitations on non-U.S. borrowers.

Response: The Company
has revised the disclosure accordingly. See page 3 of the Amended Registration Statement.

 13. Comment: Please disclose whether the Company may make investments in foreign markets,
including emerging markets, and if so, disclose the corresponding risks of such investments.

Response: The Company
has revised the disclosure accordingly. See pages 3 and 51 of the Amended Registration Statement. The Company respectfully
submits that the requested risk disclosure is already included in the risk factor entitled “Additional Risks of Hedging Transactions
and/or Investments in Non-U.S. Securities” on page 51.

 14. Comment: Please clearly and consistently describe the types of investments the
Company will make as part of its principal strategies and please distinguish investments that are part of the Company’s principal
strategies from investments that are part of the Company’s non-principal strategies. For example, please reconcile and revise,
as necessary, the following inconsistent disclosure:

 · “We are a financial services company that primarily lends to and invests in debt securities
of privately held companies.” (first sentence under Item 1. Business – The Company)

 · “The Company’s current investment focus is guided by two strategies . . . (1) investing
in corporate debt securities and, to a lesser extent, (2) investing in collateralized loan obligations . . . structured credit
that typically owns corporate debt securities.” (second paragraph under Item 1. Business – The Company)

 · “. . . primarily investing in first and second lien secured loans, and to a lesser extent
unsecured debt which in some cases includes an equity component.” (last paragraph on page 2)

 · “. . . portfolio investments may also include, but are not limited to, corporate structured
credit, cash and synthetic CLOs, CLO warehouses, collateralized debt obligations . . ., swaps, asset backed securities, preferred
shares, corporate bonds, corporate bank loans, preferred stock, municipal bonds or loans and convertible securities.” (second
paragraph on page 3)

Also, please review the risks
set forth in the Risk Factors section to confirm that there is corresponding risk disclosure for each type of investment identified
as part of the Company’s principal strategies. For example, the second paragraph on page 3 refers to municipal bonds. However,
the Risk Factors section does not disclose any corresponding risks of municipal bonds.

Response: The Company
has revised the disclosure accordingly. See pages 1, 2, 3 and 46 of the Amended Registration Statement.

        January 16, 2020

Page 6

 15. Comment: The second paragraph on page 3 refers to convertible securities. If the
Company will invest in contingent convertible securities as part of its principal strategies, please identify such securities as
part of the Company’s principal strategies and disclose the corresponding risks of such securities in the Risk Factors section.

Response: The Company
does not plan to invest in contingent convertible securities as part of its principal strategies.

 16. Comment: On page 3, the second sentence of the last paragraph states that the
Investment Advisor may employ leverage and use derivatives, both for speculative and hedging purposes. Please describe with specificity
how the Investment Advisor will “employ leverage”. Also, please describe with specificity how the Investment Advisor
will use derivatives for speculative purposes and what types of derivatives will be used. See Letter from Barry Miller, Associate
Director, Division of Investment Management, to Karrie McMillan, General Counsel, Investment Company Institute, dated July 30,
2010.

Response: The Company
has revised the disclosure accordingly. See pages 3 and 52 of the Amended Registration Statement.

Item 1. Business — Investment
Approach (page 4)

 17. Comment: The second sentence of this section describes three components of the
Investment Advisor’s top-down approach. Please revise the description of the second component, i.e., cross-asset relative
value analysis, in plain English.

Response: The Company
has revised the disclosure accordingly. See page 4 of the Amended Registration Statement. The Company respectfully submits that
the parenthetical included in the Amended Registration Statement includes a plain English description of such second component
of the top-down approach.

        January 16, 2020

Page 7

 18. Comment: The last sentence of this section describes the loans and CLO debt and
equity that the Company will buy as those that the Investment Advisor believes are “high quality”. Please disclose
what “high quality” means in this context. Please also explain to us how this disclosure that the Investment Advisor
seeks to mitigate risk by seeking to buy loans and CLO debt and equity that the Investment Advisor believes are high quality is
consistent with earlier disclosure that the Company will invest in high-yield investments, which, as stated on page 1, “may
result in an above average amount of risk and volatility or loss of principal”.

Response: The Company
has revised the disclosure accordingly. See pages 2 and 4 of the Amended Registration Statement.

Item 1. Business — Advisory
Agreement (pages 7 – 9)

 19. Comment: Please consider disclosing a fee table that conforms to the requirements
of Item 3.1 of Form N-2 adjacent to this section. Please also consider disclosing an expense example that conform to the requirements
of Instruction 11 to Item 3.1 of Form N-2. We believe that such disclosure would be helpful to investors.

Response: The Company
respectfully declines to comply with this comment. Given the fact that the Form 10 registration statement does not require such
disclosure, such disclosure has not been included in the Form 10 registration statements of other private BDCs, and given the sophisticated
nature of the Company’s investors (i.e., not retail investors), the Company does not believe it is necessary to include such
disclosure.

Item 1. Business — Advisory
Agreement — Base Management Fee (page 7)

 20. Comment: The first sentence of this section refers to “total net assets”.
Please define total net assets.

Response: The Company
has revised the disclosure accordingly. See page 7 of the Amended Registration Statement.

 21. Comment: Please confirm that the Company will accrue for the management fee at
the contractual rate of 2.00% and not the net amount after waiver of 1.75% prior to a Listing.

Response: The Company
confirms that the management fee will accrue at the rate of 2.00%.

        January 16, 2020

Page 8

Item 1. Business — Advisory
Agreement — Incentive Fee (pages 8 – 9)

 22. Comment: This section describes the Income Incentive Fee. Please disclose a graphical
representation and examples showing the calculation of the Income Incentive Fee.

Response: The Company
has revised the disclo