SEC Info - Great Elm Capital Corp. - ‘N-2MEF’ on 4/9/24

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Great Elm Capital Corp. – ‘N-2MEF’ on 4/9/24

On: Tuesday, 4/9/24, at 4:39pm ET · Effective: 4/9/24 · Accession #: 1133228-24-3461 · File #s: 333-277557, 333-278579

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/09/24  Great Elm Capital Corp.           N-2MEF      4/09/24   14:305K                                   Broadridge Fin’l… Inc/FA

Registration Statement to Add Securities to a Prior Form N-2 Registration — Rule 462(b) — ICA’40

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-2MEF      Great Elm Capital Corp - N-2MEF                     HTML     47K 
 5: EX-FILING FEES  Calculation of Filing Fee Table                 HTML     11K 
 2: EX-99.(L)(1)  Opinion of Jones Day                              HTML     16K 
 3: EX-99.(L)(2)  Opinion of Venable LLP                            HTML     15K 
 4: EX-99.(N)(1)  Consent of Deloitte & Touche LLP, Registered      HTML      7K 
                Independent Accounting Firm                                      
10: R1          N-2                                                 HTML     67K 
11: XML         IDEA XML File -- Filing Summary                      XML     13K 
14: XML         XBRL Instance -- gecc-html7718_n2mef_htm             XML     24K 
 6: EX-101.DEF  XBRL Definitions -- gecc-20240409_def                XML     12K 
 7: EX-101.LAB  XBRL Labels -- gecc-20240409_lab                     XML     10K 
 8: EX-101.PRE  XBRL Presentations -- gecc-20240409_pre              XML     10K 
 9: EX-101.SCH  XBRL Schema -- gecc-20240409                         XSD     12K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               82±    88K 
13: ZIP         XBRL Zipped Folder -- 0001133228-24-003461-xbrl      Zip     26K

‘N-2MEF’ — Great Elm Capital Corp – N-2MEF

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As filed with the Securities and Exchange Commission on April 9, 2024

Securities Act File No. 333-

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

FORM i N-2

☒ Registration Statement under the Securities Act of 1933

i ☐ Pre-Effective Amendment

i ☐ Post-Effective Amendment No.

☐ Registration Statement under the Investment Company Act of 1940

☐ Amendment No.

i GREAT ELM CAPITAL CORP.

(Registrant’s Exact Name as Specified in Charter)

i 800 South Street, i Suite 230
i Waltham, i Massachusetts i 02453
(Address of Principal Executive Offices)

( i 617) i 375-3006
(Registrant’s Telephone Number, including Area Code)

i Matt Kaplan
President and Chief Executive Officer
Great Elm Capital Corp.
i 800 South Street, i Suite 230
i Waltham, i Massachusetts i 02453
(Name and Address of Agent for Service)

COPIES TO:

Rory T. Hood
Jones Day
250 Vesey Street
New York, New York 10281
(212) 326-3939

William J. Tuttle, P.C.
Kirkland & Ellis LLP
1301 Pennsylvania Ave, N.W.
Washington, DC 20004
(202) 389-5000

Approximate Date of Commencement of Proposed Public Offering: i As soon as practicable after the effective date of this Registration Statement.

i ☐	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
i ☐	Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
i ☐	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
i ☐	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
i ☐	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

i ☐	when declared effective pursuant to Section 8(c) of the Securities Act.

If appropriate, check the following box:

i ☐	This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
i ☒	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: i 333-277557.
i ☐	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .
i ☐	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

Check each box that appropriately characterizes the Registrant:

i ☐	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
i ☒	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
i ☐	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
i ☒	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☐	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
i ☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
☐	If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
i ☐	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

Explanatory Note

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Great Elm Capital Corp. (the “Registrant”) with the Securities and Exchange Commission, and hereby incorporates by reference into this Registration Statement the contents of the Registration Statement on Form N-2 (File No. 333-277557), including the preliminary prospectus and the exhibits thereto, initially filed on February 29, 2024 and declared effective on April 9, 2024, as amended by pre-effective amendments thereto.

The required opinions and consents are listed on the Exhibit Index attached to and filed with this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, and the Commonwealth of Massachusetts, on the 9th day of April, 2024.

	GREAT ELM CAPITAL CORP.

	By:	/s/ *Matt Kaplan*
	Name:	Matt Kaplan
	Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of April 9, 2024.

Name		Capacity
/s/ *Matt Kaplan*		President and Chief Executive Officer (Principal Executive Officer)
Matt Kaplan

/s/ *Keri Davis*		Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
Keri Davis

*		Director
Mark Kuperschmid		Director

*		Director
Matthew Drapkin		Director

*		Director
Richard Cohen		Director

*		Director
Chad Perry		Director

*		Director
Erik A. Falk		Director

*By:	/s/ *Matt Kaplan*
	Matt Kaplan
	Attorney-in-fact

	Exhibit Index
Exhibit Number	Description
(l)(l)*	Opinion of Jones Day
(l)(2)*	Opinion of Venable LLP
(n)(1)*	Consent of Deloitte & Touche LLP, Registered Independent Accounting Firm
(n)(2)*	Consent of Jones Day (included in Exhibit (l)(1))
(n)(3)*	Consent of Venable LLP (included in Exhibit (l)(2))
(s)*	Calculation of Filing Fee Table
104	Cover Page Interactive Data File (formatted as Inline XBRL)

* Filed herewith

Dates Referenced Herein and Documents Incorporated by Reference

This ‘N-2MEF’ Filing	Date	Other Filings

Filed on / Effective on:	4/9/24	497, N-2/A
	2/29/24	10-K, 8-K, N-2
		List all Filings

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