XAI OCTAGON FLOATING RATE & ALTERNATIVE INCOME TERM TRUST: Entry into Material Definitive Agreement, Other Events, Financial Statements and Exhibits (Form 8-K)

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Item 1.01. Conclusion of a significant definitive agreement.

At February 10, 2022, XAI Octagonal Term Trust with Floating Rate and Alternative Income
(NYSE: XFLT) (the “Trust”) has entered into a distribution agreement (the “Distribution Agreement”) with Foreside Fund Services, LLC (the “Distributor”), pursuant to which the Trust may offer and sell up to 18,300,000 common shares of Beneficial Interest of the Trust, par value $0.01 per share (the “Common Shares”), from time to time, through the Distributor, in transactions deemed to be “on the market” as defined in Rule 415 under the Securities Act of 1933 (the “Offer”). The minimum price on any day at which the Common Shares may be sold will not be less than the then current net asset value per Common Share plus the amount per Common Share of the commission payable to the underwriter.

Pursuant to the Distributor Agreement, the Distributor may enter into sub-placement agent agreements with one or more selected resellers. The Distributor has entered into a sub-placement agent agreement, dated February 10, 2022 (the “Sub-Placement Agent Agreement”), with UBS Securities LLC (the “Secondary Selling Agent”) in connection with the Common Shares to be offered pursuant to the Selling Agreement.

The Offering is being made pursuant to a prospectus supplement, dated February 10, 2022 and the accompanying prospectus, dated January 24, 2022each of which forms part of the Trust’s Effective Registration Statement on Form N-2 (File No. 333-261521) previously filed with the Security and Exchange Commission (the “Registration Statement”).

The foregoing descriptions of the Distributor Agreement and the Sub-Placement Agent Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Distributor Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference, and the full text of the Sub-Placement Agent Agreement filed with this report as Exhibit 1.2 and incorporated herein by reference.

 Item 8.01. Other Events



At February 11, 2022, the Trust has commenced the Offering pursuant to the Trust’s registration statement. A copy of the notice of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the common shares is filed as Exhibit 5.1 to this report.

The Trust incorporates by reference the exhibits hereto in the registration statement.

Item 9.01 Financial statements and supporting documents.



(d)      Exhibits


1.1 Distribution Agreement between the Holder and Foreside Fund Services,

     LLC



1.2 Sub-placement agent contract between Foreside Fund Services, LLC and UBS

     Securities LLC



5.1 Notice of Skadden, Arps, Slate, Meagher & Flom LLP

23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in the part

5.1)

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