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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 |
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
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
☒ Registration Statement under the Securities Act of 1933
i ☐ Post-Effective Amendment No.
☐ Registration Statement under the Investment Company Act of 1940
☐ Amendment No.
(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.
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.
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 | |
Matthew Drapkin | ||
* | Director | |
Richard Cohen | ||
* | Director | |
Chad Perry | ||
* | Director | |
Erik A. Falk | ||
*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) |
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 |