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 managed non-diversified closed-end management investment company that has elected to be regulated as abusiness development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment CompanyAct”). We seek to generate current income and capital appreciation through debt and income-generating equity investments,including investments in specialty finance businesses. Our external investment manager, Great Elm Capital Management, LLC(“GECM”) provides the administrative services necessary for us to operate. We have entered into an Equity Distribution Agreement (the “equity distribution agreement”), dated May 6, 2025, with LucidCapital 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 thatmay be offered and sold under the equity distribution agreement. In accordance with the terms of the equity distributionagreement, under the prospectus supplement, we may offer and sell shares of our common stock having an aggregate offeringprice of up to $100,000,000 from 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 “atthe market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”) or anyother method permitted by law, including in privately negotiated transactions, at prices related to the prevailing market prices orat negotiated prices. Subject to the terms of the equity distribution agreement, the Agent is not required to sell any specificamount, but will act as our agent using commercially reasonable efforts consistent with their normal trading and sales practices.There is no arrangement for 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 commonstock sold under the equity distribution agreement. The sales price per share of our common stock offered by this prospectussupplement and the accompanying prospectus, less the Agent’s commission, will not be less than the net asset value (“NAV”) pershare of our common stock at the time of such sale. GECM or an affiliate of GECM may, from time to time and in their solediscretion, contribute proceeds necessary to ensure that no sales are made at a price below the then-current NAV per share. Inconnection with the sale of shares of our common stock on our behalf, the Agent may be deemed to be an “underwriter” withinthe meaning of the Securities Act and the compensation of the Agent may be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to the Agent with respect to certain liabilities,including civil liabilities under the Securities Act. See “Plan of Distribution” beginning on page S-25 for additional informationregarding the compensation to be paid to the Agent. Our common stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “GECC”. On May 5, 2025, the lastreported sale price of our common stock 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 March 31, 2025, our netasset value per share was $11.46. Shares of closed-end investment companies that are listed on an exchange, including BDCs,frequently trade at a discount to their NAV per share. If our shares trade at a discount to our NAV, it may increase the risk of lossfor purchasers of our common stock. Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginningon page S-8 of this prospectus supplement and any risk factors in our SEC filings that areincorporated by reference in this prospectus supplement. This prospectus supplement and the accompanying prospectus set forth concisely important information you should know beforeinvesting in our securities. Please read it and the documents we refer you to carefully in their entirety before you invest and keepit for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with theSecurities and Exchange Commission. We maintain a website at http://www.greatelmcc.com and we make all of our annual, quarterly and current reports, proxy statements and other publicly filed information, and all information incorporated by referenceherein, available, free of charge, on or through such website. Information on our website is not incorporated or a part of thisprospectus supplement or the accompanying prospectus. You may also obtain free copies of our annual and quarterly reports andmake stockholder inquiries by contacting us collect at Great Elm Capita