SecProbe.io

CORRESP
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 Dechert LLP
 1900
 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax

 February 27, 2026

 VIA EDGAR

 Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

 Attention: Ms. Meghan Ryan and Ms. Melissa McDonough

 Re: Palmer Square Capital BDC Inc. (File No. 814-01334)

 Dear Ms. Meghan Ryan and Ms. Melissa McDonough:

 We are writing in response
to your oral comments with respect to your review, pursuant to the Sarbanes-Oxley Act of 2002, of the Annual Report on Form 10-K for the
fiscal year ended December 31, 2024 (the “ Annual Report ”) of Palmer Square Capital BDC Inc. (the “ Company ”).
Unless explicitly provided, we understand that your comments are intended to apply to disclosure in the Company’s future filings.
The Company has considered your comments and has authorized us, on its behalf, to make the responses discussed below.

 Set forth below are the comments
of the staff of the Division of Investment Management (the “ Staff ”) of the U.S. Securities and Exchange Commission
(the “ SEC ”) along with our responses to, or any supplemental explanations of, such comments, as requested. To the extent
not otherwise defined herein, capitalized terms have the meanings attributed to such terms in the Annual Report.

 1. Comment : Please explain how the Company meets the requirements to categorize the Schedule of Investments
by (i) type of investments (common stock, preferred stock, fixed income, government securities, warrants, short term securities, other
investment companies, etc.), and (ii) the related industry, country or geographic location. See Regulation S-X, Rule 12-12, Footnote
2.

 Response : The Company respectfully
acknowledges the Staff’s comment and notes that the Schedule of Investments was categorized by the type of investment as required
by Regulation S-X, Rule 12-12, Footnote 2. In the Company’s future filings (e.g., the Form 10-Q for the quarter ended March 31,
2026) the Schedule of Investments will be further categorized by the related industry, consistent with Regulation S-X, Rule 12-12, Footnote
2.

 Palmer Square Capital BDC Inc.
February 27, 2026
Page 2

 2. Comment : The Staff notes the disclosure of basic and diluted net investment income per common share
on the Consolidated Statements of Operations. Please consider removing the disclosure of basic and diluted net investment income per common
share from the Consolidated Statements of Operations pursuant to Accounting Standards Codification (“ASC”) 260-10-45.

 Response : The Company respectfully
acknowledges the Staff’s comment and confirms it will undertake to remove the disclosure referenced above from the face of the Consolidated
Statements of Operations in future SEC filings.

 3. Comment : The Company discloses the weighted average yield on debt and income producing securities.
Please also disclose the weighted average yield based on the total investments of the Company, not excluding non-income producing securities.
This comment applies to any other areas that disclose a yield excluding non-income producing securities.

 Response : The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the Company excludes short-term investments from its weighted average
yield calculation because the Company views its short-term investments as cash equivalents and because the Company believes that including
such investments could result in a weighted average yield on income producing investments that is not representative of the Company’s
investment portfolio generally. In addition, the Company notes that the weighted average yield on debt and income producing securities
has significant value to stockholders in measuring comparative yields and credit risk.

 Going forward, if the difference between
the weighted average yield on the entire portfolio and the weighted average yield on its debt investments and income producing securities
becomes material, the Company will disclose both the weighted average yield on the entire portfolio and the weighted average yield on
its debt investments and income producing securities. In addition, the Company undertakes to revise its future SEC filings to clarify
that (i) weighted average yield does not represent a return to stockholders and (ii) the percentage excludes short-term investments.

 4. Comment : Please confirm whether any of the loans in the Company’s investment portfolio are
covenant-lite loans, the extent of the covenant-lite loans and if the risks are adequately disclosed in the Company’s prospectus.

 Response : The Company
respectfully acknowledges the Staff’s comment and advises the Staff on a supplemental basis that a majority of the
Company’s investment portfolio consists of investments that customarily might be considered “covenant-lite” loans.
The Company believes the credit risks associated with its investments in covenant-lite loans are adequately disclosed in the
Company’s prospectus and other SEC filings. Nevertheless, the Company undertakes to consider and, as appropriate, to add
additional risk disclosures to its future SEC filings.

 5. Comment : Please confirm in correspondence that (1) there are no restricted securities held by the
Company or (2) all disclosures required for restricted securities will be included in future reports. See Regulation S-X, Rule
12-12 Footnote 8.

 Response : The Company respectfully
acknowledges the Staff’s comment and advises the Staff on a supplemental basis that the Company undertakes to include in future
SEC reports a footnote to denote each investment in the Schedule of Investments that is a restricted security, in addition to any additional
disclosures required in accordance with Rule 12-12 of Regulation S-X.

 * * *

 Palmer Square Capital BDC Inc.
February 27, 2026
Page 3

 If you have any questions or additional comments
concerning the foregoing, please contact the undersigned by phone at (202) 261-3447 or by email at cynthia.beyea@dechert.com.

 Sincerely,

 /s/ Cynthia Beyea

 Cynthia Beyea, Esq.

 cc:
 Harry S. Pangas, Dechert LLP

 John D. Stanley, Dechert LLP

 Christopher D. Long, Palmer Square Capital BDC Inc.

 Jeffrey D. Fox, Palmer Square Capital BDC Inc.

 Scott A. Betz, Palmer Square Capital BDC Inc.

CORRESP
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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

    Cynthia Beyea

    Cynthia.beyea@dechert.com

+1 202 261 3447 Direct

+1 202 261 3333 Fax

October 10, 2024

VIA EDGAR

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Anu Dubey

Re: Palmer Square Capital BDC Inc.

  Registration Statement on Form N-2

  File Numbers: 333-280961; 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”) during a phone call on October 3, 2024 relating to the
Company’s first amendment to its shelf registration statement on Form N-2 that was submitted to the SEC on September 27, 2024 (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.

PROSPECTUS

Prospectus Summary — Fees and Expenses–
Page 5

 1. Comment: Footnote 6 to the fee table provides the weighted average effective interest
                                                                 rate as of March 31, 2024.  Please update this information to be as of June 30, 2024.

Response: The Company
confirms that the information included in the fee table itself was accurate as of June 30, 2024. The Company confirms that it will update
the footnote information in the fees and expenses table in a 424 filing in connection with any future offering under the Registration
Statement.

    October 10, 2024

Page 2

Prospectus Summary — Management –
Page 17

 2. Comment: Please add a hyperlink to the most recent definitive proxy statement on
                                                                 Schedule 14A.

Response: The Company confirms that it will
add the requested hyperlink in a 424 filing in connection with any future offering under the Registration Statement.

Prospectus Summary — Portfolio Management – Page
18

 3. Comment: Add disclosure required by 21.2 of Form N-2.

Response: The Company confirms that it will
add the requested disclosure in a 424 filing in connection with any future offering under the Registration Statement.

Prospectus Summary — Description of
Capital Stock – Page 42, 2nd Sentence

 4. Comment: Given that the Company’s common stock is traded on an exchange, please
revise the second sentence under the heading “Capital Stock” which states that there “is no market for our common stock”.

Response: The
Company confirms that it will revise the disclosure in question to note that the Company’s common stock is traded on the New
York Stock Exchange under the ticker symbol “PSBD”. The Company will make this change in a 424 filing in connection with
any future offering under the Registration Statement.

*      *      *

Should you have any questions or comments, please
contact the undersigned at 202.261.3447.

    October 10, 2024

Page 3

Sincerely,

/s/ Cynthia Beyea

Cynthia Beyea

cc: Harry S. Pangas, Dechert LLP

 Christopher D. Long, Palmer Square Capital BDC Inc.

 Jeffrey D. Fox, Palmer Square Capital BDC Inc.

 Scott A. Betz, Palmer Square Capital BDC Inc.

CORRESP
1
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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

  Cynthia
      Beyea

Cynthia.beyea@dechert.com

+1 202 261 3447 Direct

+1 202 261 3333 Fax

September 27, 2024

VIA EDGAR

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Anu Dubey, Esq., John Kernan

 Re: Palmer Square Capital BDC Inc.

Registration Statement on Form N-2

File Numbers: 333-280961; 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 meeting on August 22, 2024 and via email on August
26, 2024 relating to the Company’s draft shelf registration statement on Form N-2 that was submitted to the SEC on July 23, 2024
(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 Amendment No. 1 to the draft registration statement on Form N-2 submitted
by the Company on the date hereof (such draft registration statement being referred to herein as the “Amended Draft Registration
Statement”).

PROSPECTUS

Preliminary Prospectus – Paragraph
3

 1. Comment:  Please represent to the Staff that the Company will notify the Staff as soon
as any Rule 424 prospectus supplement is filed to offer either convertible preferred or convertible debt so that we can review any such
filings.

Response: The Company
confirms that it will notify the Staff as soon as any Rule 424 prospectus supplement is filed to offer either convertible preferred or
convertible debt.

  September 27, 2024

Page 2

Prospectus Summary — About this Prospectus
(page ii, paragraph 4)

 2. Comment: Please revise this and similar statements to carve out information that is explicitly
incorporated by reference into the prospectus and SAI or supplementally explain why it would not be appropriate to do so.

“The references
in this prospectus to the SEC’s website are not intended to and do not include or incorporate by reference into this prospectus
the information on that website.”

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

Prospectus Summary — Fees and Expenses (page 6)

 3. Comment:  Given that the Company has accrued an incentive fee expense through the first
six months of the 2024 fiscal year, please recalculate the expense example to also reflect the incentive fee or explain to us why including
the incentive fee in the example would not be appropriate.

Response: The Company respectfully notes that the expense example does not reflect
the incentive fee under the Advisory Agreement because, assuming a 5% annual return, it would either not be payable or have an immaterial
impact on the expense amounts.

Prospectus Summary — Risk Factors
(page 8)

 4. Comment:  We note that the Company has entered into the CLO transaction described on
page 46 of the Company’s Form 10-Q, for the period ended June 30, 2024, please consider whether any additional risk disclosure should
be included to reflect any additional risks resulting from this transaction and whether the effects of leverage table required by item
8.3(b) of Form N-2 needs to be updated to reflect this transaction.

Response: The Company
advises that it has included risk disclosure with respect to the CLO transaction in its most recently filed Form 10-Q for the quarter
ended June 30, 2024, which is incorporated by reference into the Amended Draft Registration Statement. The Company has updated the leverage
table required by Item 8.3(b) of Form N-2 to reflect the CLO transaction.

  September 27, 2024

Page 3

Prospectus Summary — Management (page
17)

 5. Comment:  Please identify the specific location of information in the Company’s
Form 10-K that is incorporated by reference to satisfy this disclosure requirement. See Rule 411(e) of the Securities Act.

 Response: The
Company has revised the disclosure accordingly. See page 17 of the Amended Draft Registration Statement.

 6. Comment:  Please either disclose or incorporate by reference information required by
Form N-2 Item 18 (Management), Item 20 (Investment Advisory and Other Services) and Item 21 (Portfolio Managers).

Response:  The Company
has revised the disclosure accordingly. See pages 17, 18, 19 of the Amended Draft Registration Statement.

Prospectus Summary — Description of
Common Stock (page 38)

 7. Comment:  Please consider whether the section titled “transferability of common
stock” in exhibit 4.1 needs to be updated given the Company’s recent listing of its Common Stock.

Response:  The Company
has revised the disclosure accordingly. See pages 42-47 of the Amended Draft Registration Statement.

Prospectus Summary — Incorporation
by Reference (page 71, 4th bullet)

 8. Comment:  Please add a hyperlink to the document containing the description of shares
of common stock since the Company is incorporating it by reference. See Rule 0-4(d) under the 1940 Act.

Response:  The Company
has included the description of shares of common stock within the N-2 and is no longer incorporating by reference.

  September 27, 2024

Page 4

Exhibit – Dechert Legal Opinion

 9. Comment: Please confirm to the Staff that the legality opinion will be consistent with Staff
legal bulletin 19.

Response:
The Company confirms that the legality opinion will be consistent with Staff legal bulletin 19.

Exhibit – Power of Attorney

 10. Comment:  Please file a power of attorney as an exhibit to the registration statement
(see Rule 483(b) under the Securities Act).

Response:  The Company
has added the power of attorney as a separate exhibit.

Prospectus Summary - Financials

 11. Comment:  Please update the Registration Statement’s financial information, where applicable,
from March 31, 2024 to June 30, 2024, and incorporate the recently filed Form 10-Q (August 8, 2024) by reference into the Registration
Statement.

Response:  The Company
has revised the disclosure accordingly. See pages 1, 2, 3, 5, 8, 14, 23, 39, 80 of the Amended Draft Registration Statement.

*    *    *

Should you have any questions or comments, please
contact the undersigned at 202.261.3447.

  September 27, 2024

Page 5

Sincerely,

Cynthia Beyea

 cc: Harry S. Pangas, Dechert LLP

Christopher D. Long, Palmer Square Capital BDC
Inc.

Jeffrey D. Fox, Palmer Square Capital BDC Inc.

Scott A. Betz, Palmer Square Capital BDC Inc.

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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 N-2

    File Number: 333-274967

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended, J.P. Morgan Securities LLC, BofA Securities, Inc., RBC Capital Markets, LLC and UBS Securities
LLC, as representatives of the several Underwriters, hereby join in the request of Palmer Square Capital BDC Inc. that the effective date
of the above-captioned Registration Statement be accelerated so that the same will become effective at 4:00 p.m., ET on January 17, 2024,
or as soon as practicable thereafter.

The following is supplemental information supplied under Rule 418(a)(7)
and Rule 460 under the Securities Act of 1933:

 (i) Date of preliminary prospectus:
January 12, 2024;

 (ii) Date of distribution: January
12, 2024 through the date hereof;

 (iii) Number of prospective underwriters
to whom the preliminary prospectus was furnished: 8;

 (iv) Number of prospectuses so distributed:
approximately 200; and

 (v) We have been informed by the
participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934.

    Very truly yours,

    J.P. MORGAN SECURITIES LLC

    BOFA SECURITIES, INC.

    RBC CAPITAL MARKETS, LLC

    UBS SECURITIES LLC

    By:
    J.P. MORGAN SECURITIES LLC

    By
    /s/ Apoorva Ramesh

    Name:
    Apoorva Ramesh

    Title:
    Vice President

    By:
    BOFA SECURITIES, INC.

    By:
    /s/ Ray Craig

    Name:
    Ray Craig

    Title:
    Managing Director

    By: RBC CAPITAL MARKETS, LLC

    By
    /s/ Saurabh Monga

    Name:
    Saurabh Monga

    Title:
    Managing Director

    By:
    UBS SECURITIES LLC

    By
    /s/ Jay Anderson

    Name:
    Jay Anderson

    Title:
    Managing Director

    By
    /s/ John Delgado

    Name:
    John Delgado

    Title:
    Director

[Palmer Square Capital BDC Inc. Acceleration Request]

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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

December 19, 2023

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 N-2

File Number: 333-274967

Ladies and Gentlemen:

On behalf of Palmer Square Capital BDC Inc. (the
“Company”), this letter responds to the comments provided telephonically by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) to Dechert LLP, counsel to the Company, on December
14, 2023 relating to the Company’s Amendment No. 1 to the Registration Statement on Form N-2 filed by the Company with the SEC
on November 20, 2023 (such registration statement being referred to herein as the “Registration Statement”).

For your convenience, the Staff’s comments
are summarized in this letter, and each comment is followed by the response of the Company.

 1. Comment: The Staff asks that the Company acknowledge its awareness of (i) the no-action letter
dated October 12, 2005 issued by the SEC to Key Hospitality Acquisition Corporation (the “Key Hospitality No-Action Letter”);
(ii) the definitions of “Restricted Period” and of “Completion of participation in a distribution” under Rule
100 of Regulation M (together, the “Rule 100 Definitions”) and (iii) the SEC Division of Trading and Markets
Staff Legal Bulletin No. 9 regarding Frequently Asked Questions about Regulation M published on October 27, 1999 and last revised on November
22, 2019 (the “Legal Bulletin”).

Response: The Company acknowledges
its awareness of the Key Hospitality No-Action Letter, the Rule 100 Definitions and the Legal Bulletin.

 2. Comment:
With respect to the disclosure under the subheading “PSCM Rule 10b5-1 Stock Purchase Program” on page 10 of the Registration
Statement, the Staff asks the Company to revise this disclosure to note that open market transactions may only be made beginning 60 days
following the end of the “restricted period” under Regulation M.

Response: The Company will revise
the disclosure accordingly in the next pre-effective amendment to the Registration Statement.

*     *     *

  December 19, 2023

Page 2

Should you have any questions or comments, please contact the undersigned
at 202.261.3466.

Sincerely,

    /s/ Dechert LLP

    cc:
    Christopher D. Long, Palmer Square Capital BDC Inc.

    Jeffrey D. Fox, Palmer Square Capital BDC Inc.

Scott A. Betz, Palmer Square Capital BDC Inc.

CORRESP
1
filename1.htm

    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

December 8, 2023

VIA EDGAR

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: John Kernan

    Re:
    Palmer Square Capital BDC Inc.

    Annual Report on Form 10-K for the period ended December
31, 2022

    File Number: 814-01334

Ladies and Gentlemen:

On behalf of Palmer Square Capital BDC Inc. (the
“Company”), this letter responds to the comments provided telephonically by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) to Dechert LLP, counsel to the Company, on December 5,
2023 relating to the Company’s annual report on Form 10-K filed by the Company with the SEC on March 10, 2023 (such annual report
on Form 10-K being referred to herein as the “Annual Report”)

For your convenience, the Staff’s comments
are summarized in this letter, and the comments are followed by the responses of the Company.

General Comments

 1. Comment: With reference to fair valuation measurements under the Financial Accounting Standards
Board’s Accounting Standards Codification 820, please confirm if any changes have been made to the valuation techniques used to
value Level 2 investments during the period. To the extent there have been any changes, please disclose such changes.

Response: The Company acknowledges
the Staff’s comment and confirms that there have been no changes in its valuation techniques used to value Level 2 investments during
the period.

 2. Comment: Regarding the Company’s regulatory documents disclosed on the Company’s website,
please update the Company’s website disclosure to include all applicable filings, including the Annual Report, as required by Item
101(e)(3) of Regulation S-K. The Staff notes that it appears the Company had stopped posting its regulatory documents to its website around
February 2023.

Response: The Company acknowledges
the Staff’s comment and undertakes to update its website by disclosing its Annual Report and all other relevant filings in accordance
with Item 101(e)(3) of Regulation S-K.

*       *       *

    December 8, 2023
 Page 2

Should you have any questions or comments, please contact the undersigned
at 202.261.3466.

Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

    cc:
    Christopher D. Long, Palmer Square Capital BDC Inc.

    Jeffrey D. Fox, Palmer Square Capital BDC Inc.

    Scott A. Betz, Palmer Square Capital BDC Inc.

CORRESP
1
filename1.htm

    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

November 28, 2023

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.

    Preliminary Proxy Statement

    File Number: 814-01334

Ladies and Gentlemen:

On behalf of Palmer Square Capital BDC Inc. (the
“Company”), this letter responds to the comments provided telephonically by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) to Dechert LLP, counsel to the Company, on November 27,
2023 relating to the Company’s preliminary proxy statement on Schedule 14A filed by the Company with the SEC on November 14, 2023
(such preliminary proxy statement being referred to herein as the “Proxy Statement”).

For your convenience, the Staff’s comments
are summarized in this letter, and the comments are followed by the responses of the Company.

General Comments

 1. Comment: Under the section “Votes Required” on page 5, please clarify what the word
“plurality” means when describing the affirmative vote requirement to elect the director nominee.

Response: This section has been
updated to add a definition of plurality. Please see page 5 of the Company’s definitive proxy statement, filed on November 28,
2023 (the “Definitive Proxy Statement”).

 2. Comment: Please revise Appendix A to only bold the new added language in the charter provision.

Response: The Company has complied
with this comment. Please see Annex A of the Definitive Proxy Statement.

    November
28, 2023

Page 2

*           *           *

Should you have any questions or comments, please contact the undersigned
at 202.261.3466.

Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

    cc:
    Christopher D. Long, Palmer Square Capital BDC Inc.

    Jeffrey D. Fox, Palmer Square Capital BDC Inc.

    Scott A. Betz, Palmer Square Capital BDC Inc.

CORRESP
1
filename1.htm

    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

November 22, 2023

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.

Preliminary Proxy Statement

File Number: 814-01334

Ladies and Gentlemen:

On behalf of Palmer Square Capital BDC Inc. (the
“Company”), this letter responds to the comments provided telephonically by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) to Dechert LLP, counsel to the Company, on November 16,
2023 relating to the Company’s preliminary proxy statement on Schedule 14A filed by the Company with the SEC on November 14, 2023
(such preliminary proxy statement being referred to herein as the “Proxy Statement”).

For your convenience, the Staff’s comments
are summarized in this letter, and the comments are followed by the responses of the Company.

General Comments

 1. Comment: In connection with the Company’s filing of a preliminary proxy statement for future
annual or special meetings of its stockholders, please be sure to mark such preliminary proxy statement as a “Preliminary Copy”
in accordance with Rule 14a-6(e)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”).

Response: The Company acknowledges
the Staff’s comment and will be sure to do so in connection with its future filings of preliminary proxy statements with the SEC.

 2. Comment: Under the section “Votes Required” on page 5, please disclose the treatment
and effect of broker non-votes with respect to each proposal.

Response: This section has been
updated accordingly. Please see page 2 of the Company’s to-be filed definitive proxy statement (the “Draft Definitive
Proxy Statement”) attached hereto.

 3. Comment: We refer to the first sentence under “Votes Required — Proposal 3 —
Approval of an Amendment to Our Articles of Amendment and Restatement” on page 5 of the Proxy Statement. Consider deleting the words
“stockholders entitled to cast” in such sentence.

Response: This sentence has been
updated accordingly. Please see page 2 of the Draft Definitive Proxy Statement attached hereto.

     November 22, 2023

Page 2

 4. Comment: Under the section “Information Regarding this Solicitation” on page 6, the
first sentence says, “[t]he Company will bear the expense of the solicitation of proxies for the Annual Meeting, including the cost
of preparing, printing and mailing this Proxy Statement, the 2022 Annual Report, the accompanying Notice of Annual Meeting of Stockholders,
and the proxy card.” If proxy solicitors are to be used, please disclose material terms of the related contract, the anticipated
costs, and who is paying such costs, in accordance with Item 4(a)(3) to Schedule 14A under the Exchange Act.

Response: The Company acknowledges
the Staff’s comment and confirms that proxy solicitors will not be used by it in connection with the annual stockholder meeting
to which the Proxy Statement relates.

 5. Comment: Under the section “The Board’s Composition and Leadership Structure”
on pages 16-17, it says that an interested person will serve as Chairman of the Company’s Board of Directors (the “Board”).
Please discuss if there is a lead independent director, and if yes, identify that person in accordance with 407(h) of Regulation S–K.

Response: The Company acknowledges
the Staff’s comment and refers the Staff to the revised disclosure on page 10 in the Draft Definitive Proxy Statement relating thereto.

 6. Comment: Under the section “All Other Fees” on page 24, (1) describe the nature of the services comprising other
fees, in accordance with Item 9(e)(4) to Schedule 14A under the Exchange Act, (2) disclose the percentage of services, other than audit
fee services, that were approved by the audit committee of the Board (the “Audit Committee”), in accordance
with Item 9(e)(5)(ii) to Schedule 14A under the Exchange Act, and (3) disclose whether the Audit Committee has considered whether the
provision of non-audit services to the Company’s investment adviser or its affiliated entities is compatible with maintaining the
accountant’s independence, in accordance with the Instruction to Item 9(e)(8) to Schedule 14A under the Exchange Act.

Response: This section has been
updated to comply with the disclosure items noted in clauses (1) and (2) of the SEC’s comment, but not in clause (3) given that
the Company’s independent auditor does not provide any non-audit services to the Company’s investment adviser or any entity
controlling, controlled by, or under common control with the Company’s investment adviser. Please see page 15 of the Draft Definitive
Proxy Statement attached hereto.

 7. Comment: For audit-related fees, tax fees, and all other fees in the table under “Principal
Accountant Fees and Services” on page 24, disclose fees billed for services rendered to the Company and separately disclose fees
required to be approved by the Audit Committee, in accordance with Item 9(e) to Schedule 14A under the Exchange Act.

Response: The Company acknowledges
the Staff’s comment and believes that the disclosure of fees billed is adequately covered given that all audit fees, audit-related
fees, tax fees and all other fees were pre-approved by the Audit Committee.

 8. Comment: Under the section “PROPOSAL 3: APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF AMENDMENT
AND RESTATEMENT” on page 26, it says that “[b]ased on the foregoing language, the existing forum selection provision in Article
IX does not apply to actions arising under the federal U.S. securities laws.” Disclose that, therefore, the current Articles of
Amendment and Restatement provision allows federal securities law claims to be brought in any state or federal court in the US rather
than only in the Maryland courts specified in the provision.

Response: This sentence has been
updated. Please see page 15 of the Draft Definitive Proxy Statement attached hereto.

    2

     November 22, 2023

Page 3

 9. Comment: We refer to the reference to Annex A on page 27 of the Proxy Statement. Please bold or
underline the new language in the charter provision contained in Annex A and indicate here that the new language is highlighted in Annex
A.

Response: The Company has complied
with this comment. Please see Annex A of the Draft Definitive Proxy Statement attached hereto.

 10. Comment: Please provide the proxy card to the Staff for review.

Response: The proxy card has
been included in the Draft Definitive Proxy Statement attached hereto.

*               *               *

Should you have any questions or comments, please contact the undersigned
at 202.261.3466.

Sincerely,

Harry S. Pangas

    cc:
    Christopher D. Long, Palmer Square Capital BDC Inc.

Jeffrey D. Fox, Palmer Square Capital BDC Inc.

Scott A. Betz, Palmer Square Capital BDC Inc.

3

CORRESP
1
filename1.htm

    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

November 17, 2023

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 N-2

File Number: 333-274967

Ladies and Gentlemen:

On behalf of Palmer Square Capital BDC Inc.
(the “Company”), this letter responds to the comments provided telephonically by the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (“SEC”) to Dechert LLP,
counsel to the Company, on October 18, 2023 and November 11, 2023 relating to the Company’s registration statement on Form N-2
filed by the Company with the SEC on the October 13, 2023 (such registration statement being referred to herein as the
“Registration Statement”).

For your convenience, the Staff’s comments
are summarized in this letter, and each comment is followed by the response of the Company.

 1. Comment: With respect to the Resource Sharing Agreement (the “RSA”) between
Palmer Square BDC Advisor LLC (the “Investment Advisor”) and Palmer Square Capital Management LLC (“PSCM”):

 a. Provide us with a detailed list of the services included within the defined term “Services”
in the RSA.

 b. Describe in detail who qualifies as an “investment professional” (as such term is used in
Section 1 of the RSA) and disclose to us what roles/titles such investment professionals have at PSCM.

Response: The term “Services”
in the RSA includes deal origination, credit underwriting, due diligence, investment structuring, execution and portfolio management and
monitoring.

The term “investment professional”
in the RSA includes individuals who work at PSCM who deliver the “Services” (as described above) to the Investment Advisor.
These “investment professionals” generally have the same or similar roles and titles at PSCM as they have at the Investment
Advisor.

Pursuant to the RSA, PSCM provides the
Services to the Investment Advisor only and does not provide services of any kind to the Company (including any advisory services) and
does not receive any compensation from the Company. In addition, all personnel of PSCM are subject to the supervision of and operate through
the Investment Advisor with respect to the Company.

    November 17, 2023

Page 2

 2. Comment: With respect to the disclosure under the subheading “Open Market Share Repurchase
Program” on page 8 of the Registration Statement:

 a. Please confirm the trigger for repurchases under the Rule 10b5-1 repurchase plan will not be tied to or
based on the price of the shares of the Company’s common stock in the proposed initial public offering (the “IPO”).

 b. Please confirm that repurchases under the Rule 10b5-1 repurchase plan or otherwise by the Company will
not occur prior to the elapse a sixty-day cooling off period following the earlier of (i) the end of the over-allotment option exercise
period and (ii) the closing of the full exercise of the over-allotment option by the IPO underwriters. Please see the no-action letter issued by the SEC staff to Key Hospitality Acquisition Corporation on October
12, 2005.

Response:

 a. The Company confirms the trigger for repurchases under the Rule 10b5-1 repurchase plan will not be tied
to or based on the price of the shares of the Company’s common stock in the proposed IPO.

 b. The Company has revised the disclosure relating the commencement
dates of the repurchases/purchases under the Company Rule 10b5-1 Stock Repurchase Plan and
the PSCM Rule 10b5-1 Stock Purchase Plan so that they are consistent with 60-day condition set forth in the above-referenced SEC no-action
letter (i.e., 60 calendar days following the end of the Regulation M “restricted period”). See
pages 8 and 9 of the amendment to the Registration Statement filed with the SEC on the date hereof (the “Amended
Registration Statement”) .

 3. Comment: We note disclosure in the Registration Statement
that the Company intends to determine its net asset value (“NAV”) at the end of each month and disclose such
determined monthly NAV or, in the case of a month-end that coincides with a quarter-end, an estimate of such monthly NAV via the filing
of a current report on Form 8-K with the SEC within 20 days after each month-end. Please explain to us why it takes 20 days for
the Company to determine and disclose its monthly NAV or, in the case of a month-end that coincides with a quarter-end, an estimate of
its monthly NAV.

Response: The Company advises
the Staff that the sole purpose of determining and publishing a monthly NAV or an estimated monthly NAV is to provide its investors with
(i) transparency into intra-quarter changes in its NAV in the case of a month-end that does not coincide with a quarter-end and (ii) accelerated
disclosure of its estimated NAV in the case of a month-end that coincides with a quarter-end (i.e., prior to the date of the filing of
its quarterly reports on Form 10-Q and annual reports on Form 10-K with the SEC). As disclosed in the Registration Statement, the Company
primarily invests in assets classified as Level 2 or, to a lesser extent, Level 3 assets under Topic 820
of the U.S. Financial Accounting Standards Board’s Accounting Standards Codification (i.e., assets that are not based
on quoted prices in active markets for identical assets or liabilities at the measurement date). As a result, there is a significant amount
of judgment and consideration of the facts specific to each of the debt and equity investments involved in connection with the Company’s
monthly NAV process and the Company has determined that 20 days is the time period generally needed for it to complete the process in
an accurate manner.

 4. Comment: With respect to the disclosure under the subheading “Custodian” on page 13
of the Registration Statement, please identify the bank custodian for the Company’s subsidiaries.

Response: U.S. Bank National
Association serves as the bank custodian to both the Company and its subsidiaries. See page 13 of the Amended Registration Statement.

 5. Comment: Please file execution versions of Exhibits (g)(2) and (k)(1) referenced in the Exhibits
list in the Registration Statement and remove any references to “form of” in the description of the agreements filed thereto.

Response: The Company has complied
with this comment. See page C-2 of the Amended Registration Statement.

*               *               *

    November 17, 2023

Page 3

Should you have any questions or comments, please contact the undersigned
at 202.261.3466.

Sincerely,

/s/ Dechert LLP

    cc:
    Christopher D. Long, Palmer Square Capital BDC Inc.

Jeffrey D. Fox, Palmer Square Capital BDC Inc.

Scott A. Betz, Palmer Square Capital BDC Inc.

CORRESP
1
filename1.htm

    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

November 3, 2023

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 N-2

File Number:
333-274967

Ladies and Gentlemen:

On
behalf of Palmer Square Capital BDC Inc. (the “Company”), this letter responds to the comment provided telephonically
by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”)
to Dechert LLP, counsel to the Company, on October 31, 2023 and November 1, 2023 relating to the Company’s registration statement
on Form N-2 filed by the Company with the SEC on the October 13, 2023 (such registration statement being referred to herein as the “Registration
Statement”).

For
your convenience, the Staff’s comment is summarized in this letter, and the comment is followed by the response of the Company.

General
Comments

 1. Comment:
Please describe to us the policies and procedures that the Palmer Square BDC Advisor LLC (the “Investment Advisor”)
has in place to manage any conflicts of interest that may arise, including information sharing between the Shared Employees (as defined
in the Resource Sharing Agreement (the “RSA”) by and between the Investment Advisor and Palmer Square Capital Management
LLC (“PSCM”)) and other PSCM employees in connection with the Services (as defined in the RSA) the Investment Advisor
provides to the Company using the Investment Advisor’s parent company personnel that are Shared Employees under the RSA.

Response:
Under the RSA, certain designated persons employed by PSCM, defined as Shared Employees in the RSA, are made available by PSCM to
provide Services (as defined in the RSA) to the Investment Advisor. All the investment professionals of PSCM are Shared Employees, and
all Shared Employees are investment professionals of PSCM. As a result, there is a 100% overlap of investment professionals at the PSCM-level
and the Investment Advisor-level. In view of such overlap, the Company does not anticipate any conflicts of interest to arise, including
with respect to information sharing and the offering of Services, between the Shared Employees on the one hand and PSCM’s investment
professionals on the other hand. In addition, the Shared Employees and PSCM’s investment professionals are subject to an identical
set of compliance policies and procedures (including relating to conflicts of interest) so there should not be gaps in the compliance
oversight.

*
	* 	*

Should you have
any questions or comments, please contact the undersigned at 202.261.3466.

Sincerely,

Harry S. Pangas

cc: Christopher
                                            D. Long, Palmer Square Capital BDC Inc.

Jeffrey
D. Fox, Palmer Square Capital BDC Inc.

Scott
A. Betz, Palmer Square Capital BDC Inc.

CORRESP
1
filename1.htm

    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

DRAFT

October [●], 2023

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 N-2

    File Number: 333-274967

Ladies and Gentlemen:

On behalf of Palmer Square Capital BDC Inc. (the
“Company”), this letter responds to the comments provided telephonically by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) to Dechert LLP, counsel to the Company, on October 18,
2023 relating to the Company’s registration statement on Form N-2 filed by the Company with the SEC on the October 13, 2023 (such
registration statement being referred to herein as the “Registration Statement”).

For your convenience, the Staff’s comments
are summarized in this letter, and each comment is followed by the response of the Company.

General Comments

 1. Comment: With respect to the Resource Sharing Agreement
(the “RSA”) between Palmer Square BDC Advisor LLC (the “Investment Advisor”) and
Palmer Square Capital Management LLC (“PSCM”):

 a. Provide us with a detailed list of the services included within the defined term “Services”
in the RSA.

 b. Describe in detail who qualifies as an “investment professional” (as such term is used in
Section 1 of the RSA) and disclose to us what roles/titles such investment professionals have at PSCM.

Response: The term “Services”
in the RSA includes deal origination, credit underwriting, due diligence, investment structuring, execution and portfolio management and
monitoring.

The term “investment professional”
in the RSA includes individuals who work at PSCM who deliver the “Services” (as described above) to the Investment Advisor.
These “investment professionals” generally have the same or similar roles and titles at PSCM as they have at the Investment
Advisor.

  [●], 2023

Page 2

Pursuant to the RSA, PSCM provides the
Services to the Investment Advisor only and does not provide services of any kind to the Company (including any advisory services) and
does not receive any compensation from the Company. In addition, all personnel of PSCM are subject to the supervision of and operate through
the Investment Advisor with respect to the Company.

 2. Comment: With respect to the disclosure under the subheading “Open Market Share Repurchase
Program” on page 8 of the Registration Statement:

 a. Please confirm the trigger for repurchases under the Rule 10b5-1 repurchase plan will not be tied to or
based on the price of the shares of the Company’s common stock in the proposed initial public offering (the “IPO”).

 b. Please confirm that repurchases under the Rule 10b5-1 repurchase plan or otherwise by the Company will
not occur prior to the elapse a sixty-day cooling off period following the earlier of (i) the end of the over-allotment option exercise
period and (ii) the closing of the full exercise of the over-allotment option by the IPO underwriters.

Response:

 a. The Company confirms the trigger for repurchases under the Rule 10b5-1 repurchase plan will not be tied
to or based on the price of the shares of the Company’s common stock in the proposed IPO.

 b. Repurchases under the Company’s Rule 10b5-1 repurchase plan will commence on the later of (i) 30
calendar days following the pricing of the IPO and (ii) four full calendar weeks following the completion of the IPO. The Company notes
that the above-described commencement date configuration is consistent with the commencement date configurations used in connection with
two other recent IPOs by business development companies. Please see the final prospectus filed in connection with the IPO for Blackstone
Secured Lending Fund (File No. 333-259990) at https://www.sec.gov/Archives/edgar/data/1736035/000119312521313514/d124735d424b1.htm and
Bain Capital Specialty Finance Inc. (File No. 333-227743) at https://www.sec.gov/Archives/edgar/data/1655050/000104746918007272/a2237148z497.htm.
The Company has revised the disclosure accordingly. See page [9] of the amendment to the Registration Statement filed with the SEC on
the date hereof (the “Amended Registration Statement”) relating thereto, as well as with respect to a Rule 10b5-1
purchase plan to be concurrently implemented by the Company’s investment adviser or an affiliate thereof.

 3. Comment: With respect to the disclosure under the subheading “Custodian” on page 13
of the Registration Statement, please identify the bank custodian for the Company’s subsidiaries.

Response: U.S. Bank National
Association serves as the bank custodian to both the Company and its subsidiaries. See page [13] of the Amended Registration Statement.

 4. Comment: Please file execution versions of Exhibits (g)(2) and (k)(1) referenced in the Exhibits
list in the Registration Statement and remove any references to “form of” in the description of the agreements filed thereto.

Response: The Company has complied
with this comment. See page C-[2] of the Amended Registration Statement.

*           *           *

Should you have any questions or comments, please contact the undersigned
at 202.261.3466.

    2

  [●], 2023

Page 3

Sincerely,

[●]

    cc:
    Christopher D. Long, Palmer Square Capital BDC Inc.

    Jeffrey D. Fox, Palmer Square Capital BDC Inc.

    Scott A. Betz, Palmer Square Capital BDC Inc.

3

CORRESP
1
filename1.htm

    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

October 13, 2023

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 N-2

File Number: 377-05636

Ladies and Gentlemen:

On behalf of Palmer Square Capital BDC Inc. (the
“Company”), this letter responds to the comments provided telephonically by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) to Dechert LLP, counsel to the Company, on October 4,
2023 and October 6, 2023 relating to the Company’s Amendment No. 3 to the draft registration statement on Form N-2 that was confidentially
submitted to the SEC on September 29, 2023 (the “Draft Registration Statement”).

For your convenience, the Staff’s comments
are summarized in this letter, and each comment is followed by the response 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 N-2 publicly filed by the Company
with the SEC on the date hereof (such registration statement being referred to herein as the “Public Registration Statement”).

General Comments

 1. Comment: With respect to the disclosure under the heading entitled “Summary Principal Risk
Factors” on page 7 of the Draft Registration Statement, consider whether the interest rate risk included in the “Risk Factors”
section should also be listed as a principal risk factor in the “Prospectus Summary.”

Response: The Company has revised
the disclosure accordingly. See page 8 of the Public Registration Statement.

 2. Comment: With respect to the disclosure under the heading entitled “Use of proceeds”
on page 7 of the Draft Registration Statement, please include the word “net” prior to the word “proceeds” therein.

Response: The Company has revised
the disclosure accordingly. See page 10 of the Public Registration Statement.

    October 13, 2023

                                              Page 2

 3. Comment: We refer to the “proprietary scoring system” described under the heading entitled
“Investment Process – ESG Integration” on page 72 of the Draft Registration Statement. Please enhance the disclosure
to explain the ESG factors that are specifically being scored for under the scoring system.

Response: The Company has revised
the disclosure accordingly. See page 73 of the Public Registration Statement.

    4.
    Comment: Disclose that the Company does not intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets other than entities wholly owned by the Company.

Response: The Company had
included such disclosure on page 70 of the Draft Registration Statement and would refer the Staff to page 71 of the Public
Registration Statement.

Accounting Comments

 1. Comment: With respect to the disclosure under the heading entitled “Attractive Fee
                                                                Structure” on pages 6 and 67 of the Draft Registration Statement, please delete references to a base management fee of
                                                                0.53%.

Response: The Company has revised
the disclosure accordingly. See pages 6 and 68-69 of the Public Registration Statement.

*     *     *

Should you have any questions or comments, please contact the undersigned
at 202.261.3466.

Sincerely,

Harry S. Pangas

HSP

    cc:
    Christopher D. Long, Palmer Square Capital BDC Inc.

Jeffrey D. Fox, Palmer Square Capital BDC Inc.

Scott A. Betz, Palmer Square Capital BDC Inc.

CORRESP
1
filename1.htm

        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

February 5, 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 raised by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (“SEC”) pursuant to a telephone call on January 28, 2020
between Anu Dubey of the Staff and Harry S. Pangas, outside counsel to the Company, relating to the Company’s registration
statement on Form 10 that was filed with the SEC on November 27, 2019, as amended on January 16, 2020 and January 27, 2020 (the
“Registration Statement”).

For your convenience, the Staff’s
comments are summarized 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.

Item 1. Business — The Company
(Page 1)

 1. Comment:	We refer to the fifth sentence in the third paragraph on page 1 of the
Registration Statement, wherein the Registration Statement discloses that the Company will be permitted to pursue remedies against
Defaulting Investors, including “causing the Defaulting Investor to offer up to 100% of the Defaulting Investor’s shares
of common stock to the other investors for purchase at a price equal to the lesser of the then-current net asset value of such
shares of common stock or the highest price reasonably obtainable by the Company therefor…” (the “Transfer
Remedy”). Please confirm whether the Company has any written policies and procedures with respect to the Transfer
Remedy.

    February 5, 2020

Page 2

Response: The Company
expects to develop written policies and procedures with respect to the Transfer Remedy prior to the time that it elects to exercise
such remedy against a Defaulting Investor. Such written policies and procedures would be approved by the Company’s board
of directors, a majority of whom are not “interested persons” of the Company under Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the “1940 Act”), and be designed to ensure the fair treatment of the
Defaulting Investor and prohibit the participation of “affiliated persons” of the Company (as defined in Section 2(a)(3)
of the 1940 Act) as purchasers in connection therewith.

 2. Comment:	In connection with the Transfer Remedy, please confirm whether the Defaulting
Investor’s shares of common stock are offered to all investors to determine the “highest price reasonably obtainable”
for such shares, or whether the Defaulting Investor’s shares are only offered to certain investors in order to determine
the “highest price reasonably obtainable.” If the Defaulting Investor’s shares are only offered to certain investors,
how are such investors selected and by whom?

Response: While the
Company has not yet developed policies and procedures with respect to the operation of the Transfer Remedy, the Company expects
that it will offer the Defaulting Investor’s shares of common stock to all of its other stockholders (other than stockholders
who are “affiliated persons” of the Company) in order to ensure each such stockholder has an opportunity to participate
therein and maximize the price to be paid for the shares for the benefit of the Defaulting Investor.

 3. Comment: In connection with the Transfer Remedy, please confirm who contacts the
Other Investors (as defined in the Company’s Subscription Agreement) in order to determine whether such investors wish to
purchase the Defaulting Investor’s shares of common stock?

Response:
The Company confirms that it will contact the Other Investors in order to determine whether they wish to purchase the Defaulting
Investor’s shares of common stock.

 4. Comment:	In connection with the Transfer Remedy, in the event that the Other Investors
do not wish to purchase the Defaulting Investor’s shares of common stock, who selects the third parties to which the Defaulting
Investor will sell its common stock, how are such third parties contacted and are there any prohibitions on which third parties
may be contacted?

    February 5, 2020

Page 3

Response:	In
the event that the Other Investors do not wish to purchase the Defaulting Investor’s shares of common stock, the Company
may determine to contact third parties who may be interested in purchasing the Defaulting Investor’s shares of common stock.
The Company may reach out to third parties who previously expressed an interest in investing in the Company or engage a broker-dealer
to solicit such third party investors. Notwithstanding the foregoing, the Company expects that “affiliated persons”
of the Company would be prohibited from participating as purchasers in connection therewith.

 5. Comment:	In connection with the Transfer Remedy, if applicable, who decides the
price at which the Defaulting Investor’s shares of common stock are sold to a third party? Are there procedures or criteria
pursuant to which this decision is made?

Response: The Company
expects that the written policies and procedures that it will adopt prior to its exercise of the Transfer Remedy will require that
a minimum number of third parties are contacted as part of the process and provide that the price at which the Defaulting Investor’s
shares of common stock are sold to a third party will be the highest price offered by such third parties in connection therewith.

 6. Comment:	In connection with the Transfer Remedy, what happens to the Defaulting
Investor’s shares of common stock if no Other Investor or third party purchases such shares?

Response: If no
Other Investor or third party purchases a Defaulting Investor’s shares of common stock, the Company may, in its sole discretion,
exercise the other remedies available to it under the Subscription Agreement and described in the Registration Statement.

* * *

Should you have any questions or comments,
please contact the undersigned at 202.261.3466.

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

 HSP

    cc:
    Christopher D. Long, Palmer Square Capital BDC Inc.

    Jeffrey D. Fox, Palmer Square Capital BDC Inc.

    Scott A. Betz, Palmer Square Capital BDC Inc.

CORRESP
1
filename1.htm

        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
24, 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 raised
by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”)
pursuant to telephone calls on January 21, 2020 and January 23, 2020 between Anu Dubey and Kathy Churko of the Staff and Harry
S. Pangas, outside counsel to the Company, relating to the Company’s registration statement on Form 10 that was filed with
the SEC on November 27, 2019, as amended on January 16, 2020 (the “Registration Statement”).

For
your convenience, the Staff’s comments are summarized 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 “Second
Amended Registration Statement”).

Item
1. Business — The Company (Page 1)

 1. Comment:	In
                                         the first sentence of the first paragraph of this section, the Registration Statement
                                         discloses that the Company “primarily lends to and invests in corporate debt securities
                                         of privately held companies.” Please advise whether the Company’s principal
                                         strategy focuses on middle market companies, or whether it is broader. Additionally,
                                         on page 2, the Registration Statement discloses that “[t]he corporate debt market
                                         segment that the Investment Team will focus on is diverse and large, and includes small
                                         to large private U.S. companies.” Please reconcile and revise, as necessary, the
                                         foregoing disclosure.

Response:
The Company has revised the disclosure accordingly. See pages 1 and 2 of the Second Amended Registration Statement. See also
pages 5, 6, 30, 42, 49, 55 and 57 of the Second Amended Registration Statement for other conforming changes.

        January 24, 2020

        Page 2

 2. Comment:	We
                                         refer to the third to last sentence in the third paragraph on page 1 of the Form 10.
                                         Please change the wording of the “offering up to 100% of the Defaulting
                                         Investor’s shares of common stock to the other investors for purchase at a price
                                         equal to the lesser of the current net asset value of such shares of common stock or
                                         the highest price reasonably obtainable by the Company therefor to “transferring
                                         up to 100% of the Defaulting Investor’s shares of common stock to the other
                                         investors . . . .”

In
addition, please supplementally advise the Staff how the “highest price reasonably obtainable” will be determined
by the Company.

Response:
The Company has revised the disclosure to address the Staff’s comment. See pages 1 and 12 of the Second Amended Registration
Statement.

In
connection with exercising such remedy, at its option, the Company can cause the Defaulting Investor to offer up to 100% of the
Defaulting Investor’s shares of common stock to other investors at the then-current net asset value per share or such other
price willing to be paid by such investors. This process will determine the price at which the Defaulting Investor’s shares
may subsequently be sold to other investors (which may be at a price equal to the net asset value thereof or another price willing
to be paid by investors (i.e., the “highest price reasonably obtainable”)).

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

 3. Comment:
                                         The fourth paragraph of this section describes the Investment Team and Investment
                                         Committee. Please include the disclosure required by the instruction to Item 9(1)(c)
                                         of Form N-2 with respect to the Company’s Investment Committee.

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

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

 4. Comment:	The
                                         third sentence of the first paragraph in this section refers to “corporate debt
                                         securities.” The first sentence of the third paragraph in this section refers to
                                         “corporate bonds.” Please reconcile and clarify the meaning of these terms.

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

        January 24, 2020

        Page 3

 5. Comment:	The
                                         third sentence of the second paragraph of this section refers to “investments in
                                         the securities of non-U.S. issuers.” If applicable, please disclose whether the
                                         Company will invest in emerging markets issuers.

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

Item
1. Business — Advisory Agreement — Incentive Fee (page 76)

 6. Comment:	Please
                                         supplementally explain to the Staff how the income incentive fee is intended to operate
                                         and why the net investment income for the most recently completed quarter is not taken
                                         into account in connection with the downward adjustment mechanism of the Company’s
                                         income incentive fee.

Response:
Below please find a formula that illustrates how the Company’s income incentive fee will work when it becomes operative
following a Listing.

Income
Incentive Fee Calculation Formula

X
= “adjusted net investment income”

Y
= “pre-incentive fee net investment income” during the most recently completed quarter (one quarter)

A
= “net realized losses” over the most recently completed quarter and three preceding quarters (four quarters)

B
= “net investment income” over the three preceding calendar quarters (i.e., not including the most recently completed
quarter) (three quarters)

X
= Y – (if positive) [A – B]

First,
the Company will subtract net investment income over the three preceding calendar quarters (“B”) from net realized
losses over the most recently completed quarter and three preceding quarters (“A”).

        January 24, 2020

        Page 4

Next,
if the preceding number is positive, the Company will subtract the result thereof (“A – B”) from “pre-incentive
fee net investment income” during the most recently completed quarter (“Y”).

If
net realized losses over the most recently completed quarter and three preceding quarters are greater than net investment income
over the three preceding calendar quarters, then the Company will adjust the most recently completed quarter’s pre-incentive
fee net investment income downward.  The amount of the adjustment is equal to the amount by which net realized losses over
the most recently completed quarter and three preceding quarters are greater than net investment income over the preceding three
calendar quarters.   On the other hand, if net investment income over the three preceding quarters is greater than net
realized losses over the most recently completed quarter and the three preceding quarters, then the Company will make no adjustment
to “pre-incentive fee net investment income” for the most recently completed quarter.

As
illustrated above, the downward adjustment mechanism does not take into account the Company’s pre-incentive fee net investment
income for the most recently completed quarter because doing so would result in the double counting of such figure in the calculation
of the income incentive fee payable to the Investment Advisor (i.e., it would be included both in “Y” and “B”
of the formula set forth above and, as a result, result in the double counting thereof).

Item
11. Description of Registrant’s Securities to be Registered — Exclusive Forum (page 76)

 7. Comment:	We
                                         note that the Registration Statement discloses that the Exclusive Forum provision under
                                         the Company’s Articles of Incorporation does not apply to claims made under the
                                         federal securities laws. Please confirm whether such language is also included in the
                                         Company’s Articles of Incorporation.

Response:
The Company confirms that such language regarding claims made under federal securities laws and the Exclusive Forum provision
is included in its Articles of Incorporation.

        January 24, 2020

        Page 5

Item
13. Financial Statements and Supplementary Data (page F-11)

 8. Comment:	We
                                         refer to the “recoupment” language contained in Note 4 “Organizational
                                         and Offering Costs” to the Company’s financial statements. Please add disclosure
                                         to the following effect in an appropriate location in the body of the Form 10.

“The
Investment Advisor paid approximately $[●] of the Company’s organizational and offering expenses on its behalf prior
to the commencement of the Company’s operations. The Company will reimburse the Investment Advisor for the payment thereof
in connection with the Initial Closing.”

In
addition, please supplementally confirm to the Staff that the Company has apprised all of its investors in writing of the foregoing
fact.

Response:
The Company has revised the disclosure accordingly. See page 59 of the Second Amended Registration Statement. In addition,
the Company confirms that it has apprised all of its investors of the above-referenced fact in writing.

*
* *

Should
you have any questions or comments, please contact the undersigned at 202.261.3466.

Sincerely,

/s/ Harry
S. Pangas

Harry
S. Pangas

 HSP

 cc: Christopher
D. Long, Palmer Square Capital BDC Inc.

Jeffrey
D. Fox, Palmer Square Capital BDC Inc.

Scott
A. Betz, Palmer Square Capital BDC Inc.

CORRESP
1
filename1.htm

    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

December 26, 2019      Harry S. Pangas, Esq. Dechert LLP 1900 K Street, NW Washington, DC 20006
Re: Palmer Square Capital BDC Inc.   File Nos. 000-56126; 814-01334
 Dear Mr. Pangas:   On November 27, 2019, you filed a registra tion statement on Form 10 on behalf of
Palmer Square Capital BDC Inc. (the “Company” ), in connection with the registration of the
Company’s common stock under Section 12(g) of  the Securities Exchange Act of 1934 (the
“Exchange Act”).  We have reviewed the re gistration statement, and have provided our
comments below.  For convenience, we genera lly organized our comm ents using headings,
defined terms, and page numbers from the registration statement.  Where a comment is made in
one location, it is applicable to all similar di sclosure appearing elsewh ere in the registration
statement.   Please respond to this letter within ten ( 10) business days by either amending the filing,
providing the requested information, or advi sing us when you will provide the requested
information.  We may have additional comments after reviewing your resp onses to the following
comments, or any amendment to the filing.   We note that the Company is voluntarily registering shares of its common stock under
Section 12(g) of the Exchange Act.  Please no te that a filing on Form 10 goes effective
automatically by lapse of time 60 days after the or iginal filing date, pursuant to Section 12(g)(1)
of the Exchange Act.  If our comments are not satisfactorily addressed within this 60-day time
period, you should consider withdrawing the Compa ny’s Form 10 prior to its effectiveness, and
re-filing a revised Form 10 that includes change s responsive to our comments.  If the Company
chooses not to withdraw its Form 10 registrati on statement, it will be subject to the reporting
requirements of Section 13(a) of the Exchange Act.   Additionally, we will continue to review the
filing until all of our comments have  been satisfactorily addressed.

Harry S. Pangas, Esq.
December 26, 2019 Page 2
REGISTRATION STATEMENT

Explanatory Note (Page ii)

1. With respect to the lack of liquidity of , manner of distributio n of and funding of
distributions made by non-traded BD Cs, 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 wit hout the written consen t 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.

 The Company’s Shares are not currently listed on an exchange, and it is uncertain
whether they will be listed or whethe r 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.

Item 1.  Business — The Company (Page 1)

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

3. 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 j unior debt tranches of CLOs.
 4. The fifth sentence of the second paragraph of th is section states that investments that are
rated below investment grade are sometimes re ferred to as, among other things, “leveraged
loans”.  Please describe leveraged loans.  5. The seventh sentence of the second paragra ph of this section states that the Company
may, for hedging purposes, utilize in struments such as forward contracts, currency options and
interest rate swaps, caps, collars  and floors.  On page 3, the last  two sentences indicate that the

Harry S. Pangas, Esq.
December 26, 2019 Page 3  Company uses derivatives both for specula tive and hedging purposes, including, without
limitations, futures, forwards contracts and optio ns, swaps and short posit ions.  Please reconcile
the disclosure regarding the types and purpose(s)  for which derivatives will be used in these
sections.  6. The third paragraph of this section desc ribes 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.    7. Please explain to us whether the Company will make Capital Commitments that may be
unfunded for some period of time.  If so, please e xplain to us whether th e 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 a llow 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.
Item 1.  Business — The Investment Advisor (pages 1 – 2)

8. 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 ma nagers 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.
Item 1.  Business — Market Opportunity (page 2)

9. The third sentence under “Size of Corporate Debt Market” refers to “dry powder”.
Please clarify the meaning of this term.  10. The first sentence under “Regulatory Envi ronment 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 thes e types of companies in
the description of the Comp any’s principal strategies.

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

11. The last paragraph on page 2 states that th e Company will primarily invest in first and
second lien secured loans.   If the Company inte nds to invest in covenant-lite loans, please
describe such loans and the extent to which the Co mpany may invest in such loans; also, disclose
in the Risk Factors section the heightened ri sks associated with covenant-lite loans.

Harry S. Pangas, Esq.
December 26, 2019 Page 4  12. 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.  13. Please disclose whether the Company may make investments in foreign markets,
including emerging markets, and if so, disclose  the corresponding risks of such investments.
 14. Please clearly and consistently describe th e types of investments the Company will make
as part of its principal strate gies and please distinguish inve stments 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 prim arily lends to and inve sts in debt securities
of privately held companies.”  (first sent ence under Item 1.  Business – The Company)
 “The Company’s current investment focus is gui ded by two strategies . . . (1) investing in
corporate debt securities and, to a lesser extent, (2) inves ting in collateralized loan
obligations . . . structured cred it that typically owns corpor ate 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 Ri sk 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 refe rs to municipal bonds.
However, the Risk Factors section does not di sclose any corresponding ri sks of municipal bonds.
 15. The second paragraph on page 3 refers to c onvertible securities.  If the Company will
invest in contingent conv ertible securities as part  of its principal strategies, please identify such
securities as part of the Comp any’s principal strategies and di sclose the corresponding risks of
such securities in the Risk Factors section.  16. On page 3, the second sentence of the last pa ragraph states that the Investment Advisor
may employ leverage and use derivatives, both for speculative and hedging purposes.  Please
describe with specificity how the Investment A dvisor 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

Harry S. Pangas, Esq.
December 26, 2019 Page 5  Director, Division of Investment Management, to  Karrie McMillan, General Counsel, Investment
Company Institute, dated July 30, 2010.
Item 1.  Business — Investment Approach (page 4)

17. The second sentence of this section desc ribes three components of the Investment
Advisor’s top-down approach.  Please revise the descripti on of the second component, i.e., cross-
asset relative value analysis, in plain English.  18. The last sentence of this s ection describes the loans and CL O 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 s eeks to mitigate risk by seeking to buy loans and CLO debt and
equity that the Investment Advi sor believes are high quality is consistent with earlier disclosure
that the Company will invest in high-yield inve stments, which, as stated on page 1, “may result
in an above average amount of risk and volatility or loss of principal”.

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

19. 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.
Item 1.  Business — Advisory Agreement — Base Management Fee (page 7)

20. The first sentence of this section refers to “tot al net assets”.  Please de fine total net assets.
 21. Please confirm that the Company will accrue for the management fee at the contractual
rate of 2.00% and not the ne t amount after waiver of 1.75% prior to a Listing.

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

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

Item 1.  Business — The Private Offering (page 10)

23. The first sentence of the second paragraph of th is section states that an investor’s failure
to purchase additional common stock when requested  by the Company will resu lt in that investor
being subject to certain default provisions set forth in the Su bscription Agreement, which may
include causing such investor to “forfeit” a significant portion of its shares or to transfer its
shares to a third party for a price that is less than the net asset value of such shares.  Please
disclose to whom the investor will forfeit shares.  Please also identify the third party to whom an

Harry S. Pangas, Esq.
December 26, 2019 Page 6  investor will be required to sell  its shares.  We may have more  comments after reviewing your
response.
Item 1.  Business — Regulation (pages 11 – 16)

24. The last sentence of the third paragraph of th is section states that the Company may issue
new shares of common st ock at a price below net asset valu e in certain circumstances.  Please
disclose that the Company will comply with the conditions set forth in Section 63(2) of the 1940
Act when selling common stock at a pr ice below net asset value.

Item 2. Financial Information  — Discussion of Management’s Expected Operating Plans
— Revenues (page 55)
25. The second sentence of this section states that the Company’s debt investments will bear
interest at a floating rate usually determined on the basis of a benchmark such as LIBOR.  As
LIBOR is expected to be discont inued after 2021, please either disclo se the risks associated with
the expected discontinuation of LI BOR as a principal risk for the Company or explain to us why
this would not be a principal risk for the Company.  See Staff Statement on LIBOR Transition,
July 12, 2019.
Item 7.  Certain Relationships and Relate d Transactions, and Director Independence —
Conflicts Relating to Purchase and Sale of Investments — Allocation of Investment
Opportunities  (page 65)

26. The first sentence of this section states that none of the PSCM Affiliates is under any
obligation to offer investment opportunities of which it becomes aware to the Company or to
account to the Company or share with the Compa ny or inform the Company of any investments
before offering investments to other funds or accounts that PSCM Affiliates manage or advise.
Earlier disclosure states that the Investment Advisor and Palmer Square have entered into a
Resource Sharing Agreement pursuant to which Pa lmer Square provides the Investment Advisor
with access to Palmer Square’s resources, incl uding the Investment Team, to enable the
Investment Advisor to fulfill its obligations under the Advisory Agreement.  Please explain to us
why Palmer Square (which is included in the definition of PSCM Affiliate) is not under any of the obligations described in the first sentence of this section in light of  the existence of the
Resource Sharing Agreement.  We may have more  comments after review ing your response.

Item 9.  Directors and Execu tive Officers — Market Pri ce of and Dividends on the
Registrant’s Common Equity and Related Stoc kholder Matters — Dividend Reinvestment
Plan (pages 68 – 69)

27. The first sentence of the third paragraph of this section states th at, after a Listing, the
Board will use newly-issued shares of the Comp any’s common stock to implement the dividend
reinvestment plan, whether or not  the shares are trading at a pr ice per share at, below or above
net asset value.  Please explain to us the basis of the Board’ s determination to use newly issued
shares to implement the dividend reinvestment pl an, regardless of the price at which the shares

Harry S. Pangas, Esq.
December 26, 2019 Page 7  are trading.  In particular, pleas e address how the