SEC Form 8-A12B filed by Highland Opportunities and Income Fund

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 (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

HIGHLAND OPPORTUNITIES AND INCOME FUND

(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:

N/A

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

None

Item 1. Description of Registrant’s Securities to be Registered.

The description of the 5.375% Series B Cumulative Preferred Shares, par value $0.001 and liquidation preference $25.00 per share (the “Series B Preferred Shares”), of Highland Opportunities and Income Fund (the “Company”), as included under the captions “Description of the Series B Preferred Shares” and “Description of the Securities–Preferred Shares” in the Offer to Exchange dated February 3, 2025, filed with the Securities and Exchange Commission (the “Commission”) on February 3, 2025 as Exhibit (a)(1)(i) to the Company’s Tender Offer Statement on Schedule TO (File No. 005-90216), the (“Offer to Exchange”), is hereby incorporated by reference herein. In addition, incorporated by reference herein is information related to the Series B Preferred Shares under the caption “Anti-Takeover Provisions in the Governing Documents” in the Offer to Exchange.

Item 2. Exhibits.

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, thereto duly authorized.