Great Elm Capital Corp美股招股说明书(2025-05-06版)

Up to $100,000,000 Common Stock We are an externally managednon-diversifiedclosed-endmanagement investment company that has elected to be regulated as a business development company(“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We seek to generate current income and capital appreciationthrough debt and income-generating equity investments, including investments in specialty finance businesses. Our external investment manager, Great Elm CapitalManagement, LLC (“GECM”) provides the administrative services necessary for us to operate. We have entered into an Equity Distribution Agreement (the “equity distribution agreement”), dated May6, 2025, with Lucid Capital Markets, LLC (the “Agent”)relating to the sale of our common stock, par value $0.01 per share (the “common stock”). This prospectus supplement, together with the accompanying prospectus,relates to the sale of shares of our common stock that may be offered and sold under the equity distribution agreement. In accordance with the terms of the equitydistribution agreement, under the prospectus supplement, we may offer and sell shares of our common stock having an aggregate offering price of up to $100,000,000from time to time through or to the Agent, as agent and/or principal. Sales of our common stock, if any, under this prospectus supplement will be made by any method permitted that is deemed an “at the market offering” as definedin Rule415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”) or any other method permitted by law, including in privately negotiatedtransactions, at prices related to the prevailing market prices or at negotiated prices. Subject to the terms of the equity distribution agreement, the Agent is not required tosell any specific amount, but will act as our agent using commercially reasonable efforts consistent with their normal trading and sales practices. There is no arrangementfor funds to be received in an escrow, trust or similar arrangement. The Agent will be entitled to compensation at a commission rate of up to 2.0% of the gross sales price of any share of common stock sold under the equitydistribution agreement. The sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, less the Agent’scommission, will not be less than the net asset value (“NAV”) per share of our common stock at the time of such sale. GECM or an affiliate of GECM may, from time totime and in their sole discretion, contribute proceeds necessary to ensure that no sales are made at a price below the then-current NAV per share. In connection with thesale of shares of our common stock on our behalf, the Agent may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of theAgent may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agent with respect to certainliabilities, including civil liabilities under the Securities Act. See “Plan of Distribution” beginning on page S-25 for additional information regarding thecompensationtobe paid to the Agent. Our common stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “GECC”. On May5, 2025, the last reported sale price of our commonstock was $10.01 per share. We are required to determine the net asset value per share of our common stock on a quarterly basis. On March31, 2025, our net asset value per share was $11.46.Shares ofclosed-endinvestment companies that are listed on an exchange, including BDCs, frequently trade at a discount to their NAV per share. If our shares trade at adiscount to our NAV, it may increase the risk of loss for purchasers of our common stock. Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning on page S-8 of thisprospectus supplement and any risk factors in our SEC filings that are incorporated by reference in this prospectus supplement. This prospectus supplement and the accompanying prospectus set forth concisely important information you should know before investing in our securities. Pleaseread it and the documents we refer you to carefully in their entirety before you invest and keep it for future reference. We file annual, quarterly and current reports, proxystatements and other information about us with the Securities and Exchange Commission. We maintain a website at http://www.greatelmcc.com and we make all of ourannual, quarterly and current reports,proxystatements and other publicly filed information, and all information incorporated by reference herein, available, free ofcharge, on or through such website. Information on our website is not incorporated or a part of this prospectus supplement or the accompanying prospectus. You may alsoobtain free copies of our annual and quarterly reports and make stockholder inquiries by contacting us collect at Great Elm Capital Corp