SEC Form 8-A12B filed by Great Elm Capital Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Great Elm Capital Corp.

(Exact name of registrant as specified in its charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

Registration Nos. 333-281177, 333-282072

Securities to be registered pursuant to Section 12(g) of the Act:

None

The securities to be registered hereunder are 8.125% notes due 2029 (the “Notes”) of Great Elm Capital Corp. (the “Company”). The description of the Notes contained in the section entitled “Description of the Notes” in the Prospectus, dated September 12, 2024, included in the Company’s Registration Statement on Form N-2 (File No. 333-281177) initially filed with the Securities and Exchange Commission on August 1, 2024 (as amended from time to time, the “Initial Registration Statement”), and the Company’s Registration Statement on Form N-2 (File No. 333-282072) filed with the Securities and Exchange Commission on September 12, 2024 pursuant to Rule 462(b) of the Securities Act of 1933 (together with the Initial Registration Statement, the “Registration Statement”) are hereby incorporated by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is hereby also incorporated by reference herein. The Notes are expected to be listed on The Nasdaq Global Market under the trading symbol “GECCH,” and to trade thereon within 30 days from the original issue date.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.