Great Elm Capital Corp美股招股说明书(2025-09-09版)

$50,000,000 GREAT ELM CAPITAL CORP. 7.75% NOTES DUE 2030 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 appreciation through debt and income-generating equity investments, including investments in specialty finance businesses. Our external investment manager, Great Elm Capital Management, LLC (“GECM”) providesthe administrative services necessary for us to operate. We are offering $50,000,000 in aggregate principal amount of 7.75% notes due 2030 (the “Notes”). The Notes will mature on December31, 2030. We will pay interest onthe Notes on March31, June30, September30 and December31 of each year, beginning December 31, 2025. We may redeem the Notes in whole or in part at any time or fromtime to time on or after December31, 2027 at our option, at the redemption price equal to 100% of the aggregate principal amount, plus any accrued and unpaid interest, asdiscussed under “Description of the Notes—Optional Redemption” in this prospectus supplement. Holders of the Notes will not have the option to have the Notes repaid prior tothe stated maturity date. The Notes will be issued in minimum denominations of $25 and integral multiples of $25 in excess thereof. The Notes will be our direct unsecured obligations and rankpari passu, or equal, with all outstanding and future unsecured unsubordinated indebtedness issued by us. TheNotes will be effectively subordinated, or junior in right of payment, to indebtedness under our credit facility and any future secured indebtedness that we may incur andstructurally subordinated to all future indebtedness and other obligations of our subsidiaries. We intend to list the Notes on The Nasdaq Global Market (“Nasdaq”) and we expect trading to commence thereon within 30days of the original issue date under the tradingsymbol “GECCG.” The Notes are expected to trade “flat.” This means that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the Notes that isnot included in the trading price. Currently, there is no public market for the Notes. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-11 of this prospectus supplement and any risk factors in our SECfilings that are incorporated by reference in this prospectus supplement to read about factors you should consider, including the risk of leverage, before investing in theNotes. This prospectus supplement sets forth concisely important information you should know before investing in the Notes. Please read it and the documents we refer you tocarefully in their entirety before you invest and keep it 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 andother publicly filed information, and all information incorporated by reference herein, available, free of charge, on or through such website. Information on our website is notincorporated or a part of this prospectus supplement. You may also obtain free copies of our annual and quarterly reports and make stockholder inquiries by contacting us at GreatElm Capital Corp., 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, Florida 33410 or by calling us collect at (617)375-3006.The Securities and Exchange Commissionmaintains a website at http://www.sec.gov where such information is available without charge. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. PerNoteTotalPublic Offering Price$25.00$50,000,000UnderwritingDiscountandCommissions(salesload)$ 0.78125$1,562,500Proceeds to us, before expenses(1)$24.21875$48,437,500 (1)Before deducting expenses payable by us related to this offering, estimated at $292,155, or approximately $0.146 per Note. See “Underwriting.” The underwriters may alsopurchase up to an additional $7,500,000 aggregate principal amount of the Notes offered hereby, to cover over-allotments, if any, within 30 days of the date of thisprospectus. If the underwriters exercise this option in full, the total public offering price would be $57,500,000, the total underwriting discount and commissions (sales load)paid by us would be $1,796,875, and total proceeds to us, before expenses, would be $55,703,125.THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCECORPORATION OR ANY OTHER GOVERNMENT AGENCY.Delivery of the Notes in