What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2022-05-11 compared with 2021-11-05 · 1098 added, 485 removed, 848 unchanged (65% of the section changed)

2 unchanged sentences

Unless otherwise indicated, all references are to exhibits to the applicable filing by Great Elm Capital Corp.

(the “Registrant”) under File No.

814-01211 with the Securities and Exchange Commission.

Amended and Restated Charter of the Registrant (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 7, 2016)

Amendment to Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference ot Exhibit 3.1 to the Form 8-K filed on March 2, 2022)

Bylaws of the Registrant (incorporated by reference to Exhibit 2 to the Registration Statement on Form N-14 (File No.

5 unchanged sentences

and City National Bank (incorporated by reference to Exhibit 10.1 of the 8-K filed on May 6, 2021)

Certification of the Registrant’s Chief Executive Officer (“CEO”)

Certification of the Registrant’s Chief Financial Officer (“CFO”)

Certification of the Registrant’s CEO and CFO

Certification of the Registrant’s Chief Executive Officer (“CEO”)

Certification of the Registrant’s Chief Financial Officer (“CFO”)

Certification of the Registrant’s CEO and CFO

* Filed herewith

1 unchanged sentence

GREAT ELM CAPITAL CORP.

November 5, 2021

/s/ Matt Kaplan

Chief Executive Officer

November 5, 2021

Chief Financial Officer

1 unchanged sentence

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Assets and Liabilities as of September 30, 2021 and December 31, 2020 (unaudited)

Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (unaudited)

Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2021 and 2020 (unaudited)

Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (unaudited)

Consolidated Schedule of Investments as of September 30, 2021 and December 31, 2020 (unaudited)

Consolidated Statements of Assets and Liabilities as of March 31, 2022 and December 31, 2021 (unaudited)

Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 (unaudited)

Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2022 and 2021 (unaudited)

Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (unaudited)

Consolidated Schedule of Investments as of March 31, 2022 and December 31, 2021 (unaudited)

Notes to the Unaudited Consolidated Financial Statements

GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (unaudited)

CONSOLIDATED STATEMENTS O F ASSETS AND LIABILITIES (unaudited)

Dollar amounts in thousands (except per share amounts)

September 30, 2021

March 31, 2022

December 31, 2021

13 unchanged sentences

Prepaid expenses and other assets

Notes payable 6.50% due September 18, 2022 (including unamortized discount

of $0 and $494, respectively)

Notes payable 6.75% due January 31, 2025 (including unamortized discount

of $852 and $1,042, respectively)

Notes payable 6.50% due June 30, 2024 (including unamortized discount

of $1,202 and $1,529, respectively)

Notes payable 5.875% due June 30, 2026 (including unamortized discount

Revolving credit facility

Notes payable (including unamortized discount of $3,647 and $3,935, respectively)

Payable for investments purchased

Interest payable

Distributions payable

Accrued incentive fees payable

11 unchanged sentences

Net asset value per share

(1) Authorized, issued and outstanding shares of common stock and net asset value per share have been adjusted for the periods prior to February 28, 2022 to reflect the six-for-one reverse stock split effected on that date on a retroactive basis as described in Note 2.

The accompanying notes are an integral part of these financial statements.

GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

CONSOLIDATED STATE MENTS OF OPERATIONS (unaudited)

Dollar amounts in thousands (except per share amounts)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Investment Income:

13 unchanged sentences

Affiliated investments (PIK)

Controlled investments

Total other income

3 unchanged sentences

Administration fees

Directors’ fees

Directors’

Professional services

2 unchanged sentences

Total expenses

Incentive fee waiver

Net investment income before taxes

Net investment income

4 unchanged sentences

Controlled investments

Realized gain on repurchase of debt

Total net realized gain (loss)

9 unchanged sentences

Weighted average shares outstanding (basic and diluted):

(1) Weighted average shares outstanding and per share amounts have been adjusted for the periods shown to reflect the six-for-one reverse stock split effected on February 28, 2022 on a retroactive basis as described in Note 2.

The accompanying notes are an integral part of these financial statements.

GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (unaudited)

CONSOLIDATED STATEMENTS O F CHANGES IN NET ASSETS (unaudited)

Dollar amounts in thousands

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Increase (decrease) in net assets resulting from operations:

8 unchanged sentences

Issuance of common stock, net

Fractional shares redeemed for cash in lieu of reverse stock split

Common stock distributed

6 unchanged sentences

Issuance of common stock

Fractional shares redeemed for cash in lieu of reverse stock split

Common stock distributed

1 unchanged sentence

(1) Distributions were from distributable earnings for each of the periods presented.

(2) Share activity has been adjusted for the periods shown to reflect the six-for-one reverse stock split effected on February 28, 2022 on a retroactive basis as described in Note 2.

The accompanying notes are an integral part of these financial statements.

GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

CONSOLIDATED STATEM ENTS OF CASH FLOWS (unaudited)

Dollar amounts in thousands

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Cash flows from operating activities

22 unchanged sentences

Cash flows from financing activities

Purchase of debt

Issuance of notes payable

Repayment of notes payable

Borrowings under credit facility

Proceeds from issuance of common stock

Payments of deferred financing costs

7 unchanged sentences

Common stock distributed

Common stock issued in-kind

Supplemental disclosure of cash flow information:

2 unchanged sentences

The following tables provide a reconciliation of cash and cash equivalents and restricted cash reported on the Consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts on the Consolidated Statements of Cash Flows:

September 30, 2021

March 31, 2022

December 31, 2021

2 unchanged sentences

Total cash and cash equivalents and restricted cash shown on the Consolidated Statements of Cash Flows

September 30, 2020

March 31, 2021

December 31, 2020

4 unchanged sentences

GREAT ELM CAPITAL CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)

September 30, 2021

CONSOLIDATED SCHED ULE OF INVESTMENTS (unaudited)

March 31, 2022

Dollar amounts in thousands

Portfolio Company

Security ( 1)

Interest Rate (2)

3 unchanged sentences

Investments at Fair Value

ABB/Con-Cise Optical Group LLC

12301 NW 39th Street

Coral Springs, FL 33065

Wholesale-Apparel, Piece Goods & Notions

1st Lien, Secured Loan

3M L + 5.00%, 6.00% Floor (6.00%)

AgroFresh Inc.

One Washington Square

510-530 Walnut Street, Suite 1350

Philadelphia, PA 19106

One Washington Square, 510-530 Walnut Street, Suite 1350, Philadelphia, PA 19106

1st Lien, Secured Loan

1M L + 6.25%, 7.25% Floor (7.25%)

4171 Essen Lane, Baton Rouge, LA 70809

4171 Essen Lane

Baton Rouge, LA 70809

1st Lien, Secured Bond

23 unchanged sentences

Common Equity

Best Western Luling

3100 Richmond Ave, Houston, TX 77098

Hotel Operator

1st Lien, Secured Loan

1M L + 12.00%, 12.25% Floor (0.00%)

Blueknight Energy Partners L.P.

6060 American Plaza, Suite 600, Tulsa, OK 74135

Series A Preferred Units

California Pizza Kitchen, Inc.

12181 Bluff Creek Drive, Playa Vista, CA 90094

Common Equity

Avation Capital SA

65 Kampong Bahru Road,

#01-01 Singapore 169370

2nd Lien, Secured Bond

Cleaver-Brooks, Inc.

2 unchanged sentences

Crestwood Equity Partners LP

811 Main Street, Suite 3400 Houston, TX 77002

811 Main Street, Suite 3400

Houston, TX 77002

Energy Midstream

Class A Preferred Equity Units

Davidzon Radio, Inc.

2508 Coney Island Avenue, 2nd Floor Brooklyn, NY 1122

Radio Broadcasting

1st Lien, Secured Loan

1M L + 10.00%, 11.00% Floor (0.00%)

ECL Entertainment, LLC

1 unchanged sentence

Las Vegas, NV 89148

Media & Entertainment

Casinos & Gaming

1st Lien, Secured Loan

3M L + 7.50%, 8.25% Floor (8.25%)

Enservco / Heat Waves

14133 County Rd 9 1/2

Longmont, CO 80504

Specialty Finance

Equitrans Midstream Corp.

2200 Energy Drive, Canonsburg, PA 15317

2200 Energy Drive

Canonsburg, PA 15317

Energy Midstream

Preferred Equity

Finastra Group Holdings, Ltd.

285 Madison Avenue, New York, NY 10017

Software Services

2nd Lien, Secured Loan

6M L + 7.25%, 8.25% Floor (8.25%)

First Brands, Inc.

3255 West Hamlin Road, Rochester Hills, MI 48309

3255 West Hamlin Road

Rochester Hills, MI 48309

Transportation Equipment Manufacturing

2 unchanged sentences

Foresight Energy

211 North Broadway, Suite 2600, St.

211 North Broadway, Suite 2600

Louis, MO 63102

Metals & Mining

1st Lien, Term Loan

3 unchanged sentences

Calgary, AB T2P 2Y3

Gateway Casinos & Entertainment Limited

100-4400 Dominion Street, Burnaby BC V5G 4G3

Casinos & Gaming

2nd Lien, Secured Note

The GEO Group, Inc.

4955 Technology Way, Boca Raton, FL 33431

Consumer Services

Unsecured Bond

Oil & Gas Exploration & Production

Corporate Bond

GAC HoldCo Inc.

Suite 1220, 407 - 2nd Street S.W.

Calgary, AB T2P 2Y3

Oil & Gas Exploration & Production

Greenway Health, LLC

Boy Scout Blvd, Suite 800 Tampa, FL 33607

Boy Scout Blvd, Suite 800

Tampa, FL 33607

1st Lien, Revolver

3M L+ 3.75%, 3.75% Floor (3.90%)

3M L+ 4.75% (5.71%)

Greenway Health, LLC

Boy Scout Blvd, Suite 800 Tampa, FL 33607

Boy Scout Blvd, Suite 800

Tampa, FL 33607

1st Lien, Revolver - Unfunded

ITP Live Production Group

101 Greenwich Street, Floor 26

New York, NY 10006

Specialty Finance

Kinetik Holdings Inc.

2700 Post Oak Blvd., Suite 300

Houston, TX 77056

Energy Midstream

Preferred Equity

Lenders Funding, LLC

1 unchanged sentence

Specialty Finance

Subordinated Note

Common Equity

Lenders Funding, LLC

1 unchanged sentence

Specialty Finance

Prime + 1.25% (4.50%)

Subordinated Note

Lenders Funding, LLC

1 unchanged sentence

Specialty Finance

Revolver - Unfunded

Prime + 1.25%, 1.25% Floor (4.75%)

Lenders Funding, LLC

1 unchanged sentence

Specialty Finance

Common Equity

905 South Boulevard East

Rochester Hills, MI 48307

Specialty Finance

Revolver - Unfunded

905 South Boulevard East

1 unchanged sentence

Specialty Finance

Loan - Unfunded

Mad Engine Global, LLC

6740 Cobra Way, San Diego, CA, 92121

6740 Cobra Way

San Diego, CA, 92121

6M L + 7.00%, 8.00% Floor (8.00%)

Martin Midstream Partners LP

4200 Stone Road, Kilgore, TX 75662

4200 Stone Road

Kilgore, TX 75662

Energy Midstream

2nd Lien, Secured Note

Michael Baker International, LLC

500 Grant Street, Suite 5400, Pittsburgh, PA 15219

Mitchell International, Inc.

6220 Greenwich Drive San Diego, CA 92122

Software Services

2nd Lien, Secured Loan

Maverick Gaming LLC

12530 NE 144th Street

Kirkland, WA 98034

Casinos & Gaming

3M L + 7.50%, 8.50% Floor (8.50%)

Monitronics International, Inc.

1990 Wittington Place, Dallas, TX 75234

1990 Wittington Place

Dallas, TX 75234

Home Security

1 unchanged sentence

Natural Resource Partners LP

1201 Louisiana Street, Suite 3400 Houston, TX 77002

1201 Louisiana Street, Suite 3400

Houston, TX 77002

Metals & Mining

1 unchanged sentence

Par Petroleum, LLC

825 Town & Country Lane, Suite 1500, Houston, TX 77024

825 Town & Country Lane, Suite 1500

Houston, TX 77024

Oil & Gas Refining

1st Lien, Secured Note

Perforce Software, Inc.

400 First Avenue North #200 Minneapolis, MN 55401

400 First Avenue North #200

Minneapolis, MN 55401

1st Lien, Secured Revolver

1 unchanged sentence

Perforce Software, Inc.

400 First Avenue North #200 Minneapolis, MN 55401

400 First Avenue North #200

Minneapolis, MN 55401

1st Lien, Secured Revolver - Unfunded

PFS Holdings Corp.

3747 Hecktown Road Easton, PA 18045

3747 Hecktown Road

Easton, PA 18045

Food & Staples

2 unchanged sentences

PFS Holdings Corp.

3747 Hecktown Road Easton, PA 18045

3747 Hecktown Road

Easton, PA 18045

Food & Staples

Common Equity

PIRS Capital LLC

1688 Meridian Ave Ste 700

Miami Beach, FL 33139

Specialty Finance

Prime + 6.50%, 6.50% Floor (10.00%)

Prestige Capital Finance, LLC

400 Kelby St., 10th Floor Fort Lee, NJ 07024

400 Kelby St., 10th Floor

Fort Lee, NJ 07024

Specialty Finance

Prestige Capital Finance, LLC

400 Kelby St., 10th Floor Fort Lee, NJ 07024

400 Kelby St., 10th Floor

Fort Lee, NJ 07024

Specialty Finance

1 unchanged sentence

Quad/Graphics, Inc.

N61 W23044 Harry's Way, Sussex, WI 53089

Media & Entertainment

N61 W23044 Harry's Way

Sussex, WI 53089

Commercial Printing

Unsecured Bond

Research Now Group, Inc.

5800 Tennyson Parkway Suite 600 Plano, TX 75024

5800 Tennyson Parkway Suite 600

Plano, TX 75024

Internet Media

2 unchanged sentences

Research Now Group, Inc.

5800 Tennyson Parkway Suite 600 Plano, TX 75024

5800 Tennyson Parkway Suite 600

Plano, TX 75024

Internet Media

1 unchanged sentence

Research Now Group, Inc.

5800 Tennyson Parkway Suite 600 Plano, TX 75024

5800 Tennyson Parkway Suite 600

Plano, TX 75024

Internet Media

2 unchanged sentences

Ruby Tuesday Operations LLC

Broadway Avenue, Maryville, TN 37804

Broadway Avenue

Maryville, TN 37804

1M L + 12.00%, 13.25% Floor (13.25%), (7.25% Cash + 6.00% PIK)

Ruby Tuesday Operations LLC

Broadway Avenue, Maryville, TN 37804

Sound Finance Corporation

1851 Central Ave S, Suite 205, Kent, WA 98030

Specialty Finance

Sound Finance Corporation

1851 Central Ave S, Suite 205, Kent, WA 98030

Specialty Finance

Receivable - Unfunded

Broadway Avenue

Maryville, TN 37804

Sprout Holdings, LLC

1 unchanged sentence

Specialty Finance

Sprout Holdings, LLC

90 Merrick Ave, East Meadow, NY 11554

Sterling Commercial Credit, LLC

10153 Grand River Rd Brighton, MI 48116

Specialty Finance

Receivable - Unfunded

Sterling Commercial Credit, LLC

10153 Grand River Rd Brighton, MI 48116

Specialty Finance

Common Equity

Summit Midstream Holdings, LLC

910 Louisiana Street, Suite 4200, Houston, TX 77002

Unsecured Bond

Summit Midstream Partners LP

910 Louisiana Street, Suite 4200, Houston, TX 77002

Preferred Equity

910 Louisiana Street, Suite 4200

Houston, TX 77002

Energy Midstream

Corporate Bond

Target Hospitality Corp.

3 unchanged sentences

Tensar Corporation

2500 Northwinds Parkway, Suite 500 Alpharetta, GA 30009

2500 Northwinds Parkway, Suite 500

Alpharetta, GA 30009

Construction Materials Manufacturing

1 unchanged sentence

3M L + 12.00%, 13.00% Floor (13.00%)

TRU (UK) Asia Limited

Cannon Place, 78 Cannon Street, London, EC4N 6AF

Common Equity

TRU (UK) Asia Limited Liquidating Trust

Cannon Place, 78 Cannon Street, London, EC4N 6AF

TRU Taj Trust

505 Park Avenue, 2nd Floor

New York, NY 10022

Common Equity

Universal Fiber Systems

640 State Street, Bristol, TN 37620

640 State Street

Bristol, TN 37620

Universal Fiber Systems

640 State Street, Bristol, TN 37620

640 State Street

Bristol, TN 37620

Universal Fiber Systems

640 State Street, Bristol, TN 37620

640 State Street

Bristol, TN 37620

Vantage Specialty Chemicals, Inc.

2 unchanged sentences

3M L + 8.25%, 9.25% Floor (9.25%)

6155 El Camino Real Carlsbad, CA 92009

Specialty Finance

6155 El Camino Real

Carlsbad, CA 92009

Communications Equipment

6155 El Camino Real

Carlsbad, CA 92009

Communications Equipment

6155 El Camino Real

Carlsbad, CA 92009

Communications Equipment

W&T Offshore, Inc.

5718 Westheimer Road, Suite 700, Houston, TX 77057

5718 Westheimer Road, Suite 700

Houston, TX 77057

Oil & Gas Exploration & Production

Corporate Bond

Wynden Stark LLC

295 Madison Ave, 12th Floor, New York, NY 10017

295 Madison Ave, 12th Floor

New York, NY 10017

Specialty Finance

Wynden Stark LLC

295 Madison Ave, 12th Floor, New York, NY 10017

295 Madison Ave, 12th Floor

New York, NY 10017

Specialty Finance

Receivable - Unfunded

Investments in Special Purpose Acquisition Companies

Ares Acquisition Corporation

245 Park Avenue, 44th Floor, New York, NY 10167

Investments in Special Purpose Acquisition Companies (SPAC) & De-SPAC Companies

Accelerate Acquisition Corp.

51 John F Kennedy Parkway

Short Hills, NJ 07078

Special Purpose Acquisition Company

Common Equity

Ares Acquisition Corporation

245 Park Avenue, 44th Floor, New York, NY 10167

AdTheorent Holding Company, Inc

330 Hudson Street, 13th Floor

New York, NY 10013

Internet Media

Advanced Merger Partners Inc

555 West 57th Street, Suite 1326

New York, NY 10019

Special Purpose Acquisition Company

Austerlitz Acquisition Corporation I

1701 Village Center Circle, Las Vegas, NV 89134

Agile Growth Corp

Riverside Center

275 Grove Street, Suite 2-400

Newton, MA 02466

Special Purpose Acquisition Company

Common Equity

Austerlitz Acquisition Corporation I

1701 Village Center Circle, Las Vegas, NV 89134

Industriepark Kleefse Waard

Westervoortsedijk 73 KB

6827 AV Arnhem, The Netherlands

Transportation Equipment Manufacturing

Apollo Strategic Growth Capital II

9 West 57th Street, 43rd Floor

New York, NY 10019

Special Purpose Acquisition Company

Austerlitz Acquisition Corporation II

1701 Village Center Circle, Las Vegas, NV 89134

ArcLight Clean Transition Corp

200 Clarendon Street, 55th Floor

Boston, MA 02116

Special Purpose Acquisition Company

Common Equity

Austerlitz Acquisition Corporation II

1701 Village Center Circle, Las Vegas, NV 89134

Arctos NorthStar Acquisition Corp.

2021 McKinney Avenue, Suite 200

Dallas, TX 75201

Special Purpose Acquisition Company

GigCapital4, Inc.

1731 Embarcadero Road, Palo Alto, CA 94303

Ares Acquisition Corp

245 Park Avenue, 44th Floor

New York, NY 10167

Special Purpose Acquisition Company

Common Equity

GigCapital4, Inc.

1731 Embarcadero Road, Palo Alto, CA 94303

Atlas Crest Investment Corp.

399 Park Avenue

New York, NY 10022

Special Purpose Acquisition Company

Austerlitz Acquisition Corp.

1701 Village Center Circle

Las Vegas, NV 89134

Special Purpose Acquisition Company

Austerlitz Acquisition Corp.

1701 Village Center Circle

Las Vegas, NV 89134

Special Purpose Acquisition Company

BigBear.ai Holdings, Inc.

6811 Benjamin Franklin Dr, Suite 200

Columbia, MD 21046

Capital Of Texas Hwy B Suite 285

Austin, TX 78799 United States

Cartesian Growth Corporation

505 5th Avenue, 15th Floor

New York, NY 10017

Special Purpose Acquisition Company

Catcha Investment Corp

Level 42, Suntec Tower Three,

8 Temasek Blvd, Singapore 038988

Special Purpose Acquisition Company

CC Neuberger Principal Holdings III

200 Park Avenue, 58th Floor

New York, NY 10166

Special Purpose Acquisition Company

CF Acquisition Corp VI

110 East 59th Street

New York, NY 10022

Special Purpose Acquisition Company

CF Acquisition Corp VIII

110 East 59th Street

New York, NY 10022

Special Purpose Acquisition Company

Climate Real Impact Solutions II Acquisition Corporation

300 Carnegie Center, Suite 150

Princeton, NJ 08540

Special Purpose Acquisition Company

2300 Carillon Point

Kirkland, WA 98033

Special Purpose Acquisition Company

Colonnade Acquisition Corp II

1400 Centrepark Blvd, Suite 810

West Palm Beach, FL 33401

Special Purpose Acquisition Company

Compute Health Acquisition Corp.

1105 North Market Street, 4th Floor

Wilmington, DE 19890

Special Purpose Acquisition Company

Core Scientific, Inc.

210 Barton Springs Road

Austin, Texas 78704

D & Z Media Acquisition Corp

2870 Peachtree Road NW, Suite 509

Atlanta, GA 30305

Special Purpose Acquisition Company

San Vicente Blvd.

West Hollywood, CA 90069

Consumer Finance

Digital Transformation Opportunities Corp.

10207 Cleatis Court

Los Angeles, CA 90077

Special Purpose Acquisition Company

ESM Acquisition Corp

2229 San Felipe, Suite 1300

Houston, TX 77019

Special Purpose Acquisition Company

FAST Acquisition Corp II

109 Old Branchville Road

Ridgefield, CT 06877

Special Purpose Acquisition Company

Fast Radius, Inc.

Chicago , IL 60607

Fathom Digital Manufacturing Corporation

1050 Walnut Ridge Drive

Hartland, WI 53029

Figure Acquisition Corp I

650 California Street, Suite 2700

San Francisco, CA 94108

Special Purpose Acquisition Company

FinServ Acquisition Corp II

1345 Avenue of the Americas

New York, NY 10105

Special Purpose Acquisition Company

First Reserve Sustainable Growth Corp.

262 Harbor Drive, 3rd Floor

Stamford, CT 06902

Special Purpose Acquisition Company

Forest Road Acquisition Corp.

1177 Avenue of the Americas, 5th Floor

New York, NY 10036

Special Purpose Acquisition Company

Fortistar Sustainable Solutions Corp.

1 North Lexington Avenue

White Plains, NY 10601

Special Purpose Acquisition Company

Fortress Value Acquisition Corp.

1345 Avenue of the Americas

New York, NY 10105

Special Purpose Acquisition Company

Forum Merger IV Corp

1615 South Congress Avenue, Suite 103

Delray Beach, FL 33445

Special Purpose Acquisition Company

Freedom Acquisition I Corp

14 Wall Street, 20th Floor

New York, NY 10005

Special Purpose Acquisition Company

Frontier Acquisition Corp

660 Madison Avenue, 19th Floor

New York, NY 10065

Special Purpose Acquisition Company

FTAC Athena Acquisition Corp.

2929 Arch Street, Suite 1703

Philadelphia, PA 19104

Special Purpose Acquisition Company

FTAC Hera Acquisition Corp.

2929 Arch Street, Suite 1703

Quakertown, PA 19104

Special Purpose Acquisition Company

Fusion Acquisition Corp II

667 Madison Avenue, 5th Floor

New York, NY 10065

Special Purpose Acquisition Company

G Squared Ascend I Inc.

205 North Michigan Avenue, Suite 3770

Chicago, IL 60601

Special Purpose Acquisition Company

Ginko Bioworks Holdings, Inc.

27 Drydock Avenue, 8th Floor, Boston, MA 02210

27 Drydock Avenue, 8th Floor

Boston, MA 02210

Biotechnology

Gores Guggenheim, Inc.

6260 Lookout Road

Boulder, CO 80301

Special Purpose Acquisition Company

Jaws Mustang Acquisition Corporation

1601 Washington Avenue, Suite 800, Miami Beach, FL 33139

Gores Holdings VII, Inc.

6260 Lookout Road

Boulder, CO 80301

Special Purpose Acquisition Company

Common Equity

Gores Holdings VIII, Inc.

6260 Lookout Road

Boulder, CO 80301

Special Purpose Acquisition Company

Gores Technology Partners II, Inc

6260 Lookout Road

Boulder, CO 80301

Special Purpose Acquisition Company

Gores Technology Partners, Inc

6260 Lookout Road

Boulder, CO 80301

Special Purpose Acquisition Company

Haymaker Acquisition Corp.

501 Madison Avenue, Floor 5

New York, NY 10022

Special Purpose Acquisition Company

Hudson Executive Investment Corp.

570 Lexington Avenue, 35th Floor

New York, NY 10022

Special Purpose Acquisition Company

Hudson Executive Investment Corp.

570 Lexington Avenue, 35th Floor

Special Purpose Acquisition Company

Jaws Mustang Acquisition Corporation

1601 Washington Avenue, Suite 800, Miami Beach, FL 33139

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

Special Purpose Acquisition Company

Oyster Enterprises Acquisition Corp.

777 South Flagler Drive, Suite 800W, West Palm Beach, FL 33401

Kismet Acquisition Three Corp.

850 Library Avenue, Suite 204

Newark, DE 19715

Special Purpose Acquisition Company

Common Equity

Kismet Acquisition Two Corp.

850 Library Avenue, Suite 204

Newark, DE 19715

Special Purpose Acquisition Company

KKR Acquisition Holdings I Corp.

30 Hudson Yards, Suite 7500

New York, NY 10001

Special Purpose Acquisition Company

L Catterton Asia Acquisition C

8 Marina View

Asia Square Tower 1, No 41-03

Singapore, 018960

Special Purpose Acquisition Company

Lazard Growth Acquisition Corp

30 Rockefeller Plaza

New York, NY 10112

Special Purpose Acquisition Company

Liberty Media Acquisition Corporation

12300 Liberty Blvd

Englewood, CO 80112

Special Purpose Acquisition Company

Live Oak Mobility Acquisition Corp.

4921 William Arnold Road

Memphis, TN 38117

Special Purpose Acquisition Company

Longview Acquisition Corp.

767 Fifth Avenue, 44th Floor

New York, NY 10153

Special Purpose Acquisition Company

M3-Brigade Acquisition II Corp.

1700 Broadway, 19th Floor

New York, NY 10019

Special Purpose Acquisition Company

Mission Advancement Corp.

2525 East Camelback Road, Suite 850

Phoenix, AZ 85016

Special Purpose Acquisition Company

New Vista Acquisition Corp.

125 South Wacker Drive, Suite 300

Chicago, IL 60606

Special Purpose Acquisition Company

Northern Star Investment Corp.

The Chrysler Building

405 Lexington Avenue

New York, NY 10174

Special Purpose Acquisition Company

Northern Star Investment Corp.

The Chrysler Building

405 Lexington Avenue

New York, NY 10174

Special Purpose Acquisition Company

Northern Star Investment Corp.

The Chrysler Building

405 Lexington Avenue

New York, NY 10174

Special Purpose Acquisition Company

One Equity Partners Open Water I Corp.

510 Madison Avenue, 19th Floor

New York, NY 10022

Special Purpose Acquisition Company

Orion Acquisition Corp.

767 5th Avenue, 44th Floor

New York, NY 10017

Special Purpose Acquisition Company

Oyster Enterprises Acquisition Corp.

777 South Flagler Drive, Suite 800W, West Palm Beach, FL 33401

777 South Flagler Drive, Suite 800W

West Palm Beach, FL 33401

Special Purpose Acquisition Company

Spartan Acquisition Corp.

9 West 57th Street, 43rd Floor, New York, NY 10019

Pathfinder Acquisition Corp

1950 University Avenue, Suite 350

Palo Alto, CA 94303

Special Purpose Acquisition Company

Common Equity

Spartan Acquisition Corp.

9 West 57th Street, 43rd Floor, New York, NY 10019

Pear Therapeutics, Inc.

200 State Street, 13th Floor

Boston, MA 02109

Peridot Acquisition Corp.

2229 San Felipe Street, Suite 1450

Houston, TX 77019

Special Purpose Acquisition Company

VPC Impact Acquisition Holdings III

150 North Riverside Plaza, Suite 5200, Chicago, IL 60606

Pivotal Investment Corp III

The Chrysler Building

405 Lexington Avenue, 11th Floor

New York, NY 10174

Special Purpose Acquisition Company

Common Equity

VPC Impact Acquisition Holdings III

150 North Riverside Plaza, Suite 5200, Chicago, IL 60606

Planet Labs PBC

645 Harrison Street, 4th Floor

San Francisco, CA 94107

Communications Equipment

Plum Acquisition Corp.

2021 Fillmore Street, #2089

San Francisco, CA 94115

Special Purpose Acquisition Company

VPC Impact Acquisition Holdings III

150 North Riverside Plaza, Suite 5200, Chicago, IL 60606

Primavera Capital Acquisition Corporation

41/F Gloucester Tower

15 Queen's Road Central

Special Purpose Acquisition Company

Common Equity

VPC Impact Acquisition Holdings III

150 North Riverside Plaza, Suite 5200, Chicago, IL 60606

RMG Acquisition Corp.

57 Ocean, Suite 403

5775 Collins Avenue

Miami Beach, FL 33140

Special Purpose Acquisition Company

Miscellaneous

Ross Acquisition Corp II

1 Pelican Lane

Palm Beach, FL 33480

Special Purpose Acquisition Company

RXR Acquisition Corp.

625 RXR Plaza

Uniondale, NY 11556

Special Purpose Acquisition Company

Sandbridge X2 Corp

725 5th Avenue, 23rd Floor

New York, NY 10022

Special Purpose Acquisition Company

Science Strategic Acquisition Corp.

1447 2nd Street

Santa Monica, CA 90401

Special Purpose Acquisition Company

ScION Tech Growth II

10 Queen St Place, 2nd Floor

London, UK EC4R 1BE

Special Purpose Acquisition Company

Silver Spike Acquisition Corp II

660 Madison Avenue, Suite 1600

New York, NY 10065

Special Purpose Acquisition Company

Simon Property Group Acquisition Holdings, Inc.

225 West Washington Street

Indianapolis, IN 46204

Special Purpose Acquisition Company

55 Hudson Yards, 47th Floor, Suite C

New York, NY 10001

Special Purpose Acquisition Company

Sonder Holdings Inc.

101 15th Street

San Francisco, CA 94103

Supernova Partners Acquisition Company III, Ltd.

4301 50th Street NW, Suite 300 PMB 1044

Washington, DC 20016

Special Purpose Acquisition Company

Sustainable Development Acquisition I Corp.

5701 Truxtun Avenue, Suite 201

Bakersfield, CA 90036

Special Purpose Acquisition Company

Tailwind International Acquisition Corp.

150 Greenwich Street, 29th Floor

New York, NY 10006

Special Purpose Acquisition Company

TCW Special Purpose Acquisition Corp.

865 South Figueroa Street

Los Angeles, CA 90017

Special Purpose Acquisition Company

Tech and Energy Transition Corporation

125 West 55th Street

New York, NY 10019

Special Purpose Acquisition Company

Terran Orbital Corporation

6800 Broken Sound Pkwy NW, Suite 200

Boca Raton, FL 33487

Communications Equipment

Tishman Speyer Innovation Corp.

Rockefeller Center

45 Rockefeller Plaza

New York , NY 10111

Special Purpose Acquisition Company

TLG Acquisition One Corp.

515 North Flagler Drive, Suite 520

West Palm Beach, FL 33401

Special Purpose Acquisition Company

Tribe Capital Growth Corp I

2700 19th Street

San Francisco, CA 94110

Special Purpose Acquisition Company

Tritium DCFC Ltd

23 Archimedes Place

Murarrie, QLD Australia

Transportation Equipment Manufacturing

USHG Acquisition Corp.

853 Broadway, 17th Floor

New York, NY 10003

Special Purpose Acquisition Company

Velocity Acquisition Corp.

109 Old Branchville Road

Ridgefield, CT 06877

Special Purpose Acquisition Company

Virgin Group Acquisition Corp.

65 Bleecker Street, 6th Floor

New York, NY 10012

Special Purpose Acquisition Company

VPC Impact Acquisition Holdings II

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

Special Purpose Acquisition Company

Warburg Pincus Capital Corp I-A

450 Lexington Avenue

New York, NY 10017

Special Purpose Acquisition Company

Warburg Pincus Capital Corp I-B

450 Lexington Avenue

New York, NY 10017

Special Purpose Acquisition Company

Total Investments in Special Purpose Acquisition Companies

2 unchanged sentences

United States Treasury

Short-Term Investments

Treasury Bill

2 unchanged sentences

Other Liabilities in Excess of Assets (331.85% of Net Assets)

Great Elm Capital Corp.’s (the “Company”) investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and, therefore, are generally subject to limitations on resale, and may be deemed to be “restricted securities’’ under the Securities Act.

A majority of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to London Interbank Offered Rate (‘‘LIBOR” or “L”) and which is reset daily, monthly, quarterly or semiannually.

(1) Great Elm Capital Corp.’s (the “Company”) investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and, therefore, are generally subject to limitations on resale, and may be deemed to be “restricted securities’’

under the Securities Act.

(2) A majority of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to London Interbank Offered Rate (‘‘LIBOR”

or “L”) and which is reset daily, monthly, quarterly or semiannually.

For each debt investment, the Company has provided the interest rate in effect as of period end.

2 unchanged sentences

A cap is the maximum rate that will be applied in calculating an interest rate.

The one-month (“1M”) LIBOR as of period end was 0.08%.

The two-month (“2M”) LIBOR as of period end was 0.11%.

The three-month (“3M”) LIBOR as of period end was 0.13%.

The six-month (“6M”) LIBOR as of period end was 0.16%.

‘‘Controlled Investments’’ are investments in those companies that are ‘‘Controlled Investments’’ of the Company, as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

A company is deemed to be a ‘‘Controlled Investment’’ of the Company if the Company owns more than 25% of the voting securities of such company.

‘‘Affiliate Investments’’ are investments in those companies that are ‘‘Affiliated Companies’’ of the Company, as defined in the Investment Company Act, which are not ‘‘Controlled Investments.’’ A company is deemed to be an ‘‘Affiliate’’ of the Company if the Company owns 5% or more, but less than 25%, of the voting securities of such company.

Investments classified as Level 3 whereby fair value was determined by the Company's board of directors (the “Board”).

The one-month (“1M”) LIBOR as of period end was 0.45%.

The three-month (“3M”) LIBOR as of period end was 0.96%.

The six-month (“6M”) LIBOR as of period end was 1.47%.

(3) Percentage of class held refers only to equity held, if any, calculated on a fully diluted basis.

(4) ‘‘Controlled Investments’’

are investments in those companies that are ‘‘Controlled Investments’’

of the Company, as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

A company is deemed to be a ‘‘Controlled Investment’’

of the Company if the Company owns more than 25% of the voting securities of such company.

(5) ‘‘Affiliate Investments’’

are investments in those companies that are ‘‘Affiliated Companies’’

of the Company, as defined in the Investment Company Act, which are not ‘‘Controlled Investments.’’

A company is deemed to be an ‘‘Affiliate’’

of the Company if the Company owns 5% or more, but less than 25%, of the voting securities of such company.

(6) Investments classified as Level 3 whereby fair value was determined by the Company's board of directors (the “Board”).

(7) Security pays, or has the option to pay, some or all of its interest in kind.

As of September 30, 2021, each of the Avanti Communications Group, plc secured debt pay in kind and the rates above reflect the paid-in-kind (“PIK”) interest rates.

As of September 30, 2021, the Ruby Tuesday Operations, LLC secured loan pays a portion of its interest in kind as described above.

As of March 31, 2022, the Ruby Tuesday Operations, LLC secured loan and each of the Universal Fiber Systems term loans pay a portion of their interest in-kind and the rates above reflect the payment-in-kind ("PIK") interest rates.

As of March 31, 2022, each of the Avanti Communications Group, plc secured debt pay in kind and the rates above reflect the PIK interest rates, however, each position is on non-accrual.

As of March 31, 2022, Avation Capital SA secured bond has the option to pay in kind but currently pays cash and the rate above reflects the cash interest rate.

(8) Non-income producing security.

(9) Investment was on non-accrual status as of period end.

The interest rate on these loans includes a default interest rate.

Indicates assets that the Company believes do not represent ‘‘qualifying assets’’ under Section 55(a) of the Investment Company Act.

Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets.

Of the Company’s total assets, 25.2% were non-qualifying assets as of period end.

(10) Indicates assets that the Company believes do not represent ‘‘qualifying assets’’

under Section 55(a) of the Investment Company Act.

Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets.

Of the Company’s total assets, 25.5% were non-qualifying assets as of period end.

(11) Security exempt from registration pursuant to Rule 144A under the Securities Act.

2 unchanged sentences

(13) As of period end, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $13,207;

the aggregate gross unrealized de preciatio n for all securities in which there was an excess of tax cost over value was $117,264 ;

the net unrealized de preciation was $ (103,590) ;

the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $131,750;

the net unrealized depreciation was $118,543;

the aggregate cost of securities for Federal income tax purposes was $417,754.

Represents previously undisclosed unrestricted securities, which the Company has held for less than one year.

Percentage of class held refers only to equity held, if any, calculated on a fully diluted basis.

As of September 30, 2021, the Company’s investments consisted of the following:

* Represents less than 1%.

As of March 31, 2022, the Company’s investments consisted of the following:

Investment Type

2 unchanged sentences

Short-Term Investments

As of September 30, 2021, the industry composition of the Company’s portfolio at fair value was as follows:

As of March 31, 2022, the geographic composition of the Company’s portfolio at fair value was as follows:

Investments at

Percentage of

United States

As of March 31, 2022, the industry composition of the Company’s portfolio at fair value was as follows:

Investments at

Percentage of

Specialty Finance

Wireless Telecommunications Services

Energy Midstream

Metals & Mining

Internet Media

Construction Materials Manufacturing

Special Purpose Acquisition Company

Metals & Mining

Oil & Gas Exploration & Production

Transportation Equipment Manufacturing

Home Security

Casinos & Gaming

Software Services

Oil & Gas Refining

Food & Staples

Media & Entertainment

Radio Broadcasting

Wholesale-Apparel, Piece Goods & Notions

Consumer Services

Hotel Operator

Home Security

Commercial Printing

Wireless Telecommunications Services

Communications Equipment

Special Purpose Acquisition Company

Consumer Finance

Biotechnology

Short-Term Investments

As of September 30, 2021, the geographic composition of the Company’s portfolio at fair value was as follows:

Investments at

Percentage of

United States

United Kingdom

GREAT ELM CAPITAL CORP.

3 unchanged sentences

Portfolio Company

Security ( 1)

Interest Rate (2)

1 unchanged sentence

Par Amount / Quantity

Percentage of Class (9)

Investments at Fair Value

ABB/Con-Cise Optical Group LLC

Wholesale-Apparel, Piece Goods & Notions

12301 NW 39th Street

Coral Springs, FL 33065

Healthcare Supplies

1st Lien, Secured Loan

3M L + 5.00%, 6.00% Floor (6.00%)

AgroFresh Inc.

One Washington Square, 510-530 Walnut Street, Suite 1350, Philadelphia, PA 19106

1st Lien, Secured Loan

1M L + 6.25%, 7.25% Floor (7.25%)

Altus Midstream LP

One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, TX 77056

Energy Midstream

Preferred Equity

4171 Essen Lane

Baton Rouge, LA 70809

1st Lien, Secured Bond

Avanti Communications Group PLC

Cobham House 20 Black Friars Lane London, UK EC4V 6EB

Wireless Telecommunications Services

1.25 Lien, Secured Bond

1.125 Lien, Secured Loan

4, 5, 6, 10, 11, 12

Avanti Communications Group PLC

Cobham House 20 Black Friars Lane London, UK EC4V 6EB

Wireless Telecommunications Services

1.5 Lien, Secured Bond

1.25 Lien, Secured Loan

4, 5, 6, 10, 11, 12

Avanti Communications Group PLC

Cobham House 20 Black Friars Lane London, UK EC4V 6EB

Wireless Telecommunications Services

1.5 Lien, Secured Loan

4, 5, 6, 8, 10, 11, 12

Avanti Communications Group PLC

Cobham House 20 Black Friars Lane London, UK EC4V 6EB

Wireless Telecommunications Services

2nd Lien, Secured Bond

1 unchanged sentence

Avanti Communications Group PLC

Cobham House 20 Black Friars Lane London, UK EC4V 6EB

Wireless Telecommunications Services

Common Equity

Best Western Luling

Hotel Operator

1st Lien, Secured Loan

1M L + 12.00%, 12.25% Floor (0.00%)

Blueknight Energy Partners L.P.

Series A Preferred Units

Boardriders, Inc.

Apparel & Textile Products

1st Lien, Secured Loan

3M L + 6.50%, 7.50% Floor (7.50%)

California Pizza Kitchen, Inc.

1st Lien, Secured Loan

3M L + 10.00%, 11.50% Floor (11.50%)

California Pizza Kitchen, Inc.

2nd Lien, Secured Loan

3M L + 13.50%, 15.00% Floor (15.00%)

California Pizza Kitchen, Inc.

12181 Bluff Creek Drive

Playa Vista, CA 90094

Common Equity

Cleaver-Brooks, Inc.

221 Law Street

Thomasville, GA 31792

1st Lien, Secured Bond

Crestwood Equity Partners LP

811 Main Street, Suite 3400

Houston, TX 77002

Energy Midstream

Class A Preferred Equity Units

Davidzon Radio, Inc.

Radio Broadcasting

ECL Entertainment, LLC

8978 Spanish Ridge Ave

Las Vegas, NV 89148

Casinos & Gaming

1st Lien, Secured Loan

1M L + 7.50%, 8.25% Floor (8.25%)

Endurance International Group Holdings Inc

1st Lien, Secured Revolver

3M L+ 4.00%, 4.00% Floor (4.23%)

Endurance International Group Holdings Inc

1st Lien, Secured Revolver - Unfunded

Equitrans Midstream Corp.

2200 Energy Drive

Canonsburg, PA 15317

Energy Midstream

Preferred Equity

Finastra Group Holdings, Ltd.

285 Madison Avenue

New York, NY 10017

Software Services

2 unchanged sentences

First Brands, Inc.

3255 West Hamlin Road

Rochester Hills, MI 48309

Transportation Equipment Manufacturing

2nd Lien, Secured Loan

3M L + 8.50%, 9.50% Floor (9.50%)

Foresight Energy

211 North Broadway, Suite 2600

Louis, MO 63102

Metals & Mining

1st Lien, Secured Loan

3M L + 8.00%, 9.50% Floor (9.50%)

Gateway Casinos & Entertainment Limited

Casinos & Gaming

2nd Lien, Secured Note

GAC HoldCo Inc.

Suite 1220, 407 - 2nd Street S.W.

Calgary, AB T2P 2Y3

Oil & Gas Exploration & Production

1st Lien, Secured Bond

GAC HoldCo Inc.

Suite 1220, 407 - 2nd Street S.W.

Calgary, AB T2P 2Y3

Oil & Gas Exploration & Production

The GEO Group, Inc.

4955 Technology Way

Boca Raton, FL 33431

Consumer Services

Unsecured Bond

Greenway Health, LLC

Boy Scout Blvd, Suite 800

Tampa, FL 33607

1st Lien, Revolver

1 unchanged sentence

Greenway Health, LLC

Boy Scout Blvd, Suite 800

Tampa, FL 33607

1st Lien, Revolver - Unfunded

ITP Live Production Group

101 Greenwich Street, Floor 26

New York, NY 10006

Specialty Finance

Secured Equipment Financing

Lenders Funding, LLC

Coronado, CA 92118

Specialty Finance

Subordinated Note

Lenders Funding, LLC

Coronado, CA 92118

Specialty Finance

Receivable - Unfunded

Secured Revolver

Prime + 1.25% (4.50%)

Lenders Funding, LLC

Coronado, CA 92118

Specialty Finance

Secured Revolver - Unfunded

Lenders Funding, LLC

Coronado, CA 92118

Specialty Finance

Common Equity

905 South Boulevard East

Rochester Hills, MI 48307

Specialty Finance

Mad Engine Global, LLC

6740 Cobra Way

San Diego, CA, 92121

1st Lien, Secured Loan

3M L + 7.00%, 8.00% Floor (8.00%)

Martin Midstream Partners LP

2nd Lien, Secured Note

Mitchell International, Inc.

Software Services

2nd Lien, Secured Loan

4200 Stone Road

Kilgore, TX 75662

Energy Midstream

2nd Lien, Secured Bond

Maverick Gaming LLC

12530 NE 144th Street

Kirkland, WA 98034

Casinos & Gaming

1st Lien, Secured Loan B

3M L + 7.5%, 8.50% Floor (8.50%)

Monitronics International, Inc.

1990 Wittington Place

Dallas, TX 75234

Home Security

1st Lien, Secured Loan

3M L + 6.50%, 7.75 Floor (7.75%)

Natural Resource Partners LP

1201 Louisiana Street, Suite 3400

Houston, TX 77002

Metals & Mining

Unsecured Notes

OPS Acquisitions Limited and Ocean Protection Services Limited

Maritime Security Services

1st Lien, Secured Loan

1M L + 12.00%, 12.50% Floor (0.00%)

OPS Acquisitions Limited and Ocean Protection Services Limited

Maritime Security Services

Common Equity

Par Petroleum, LLC

1st Lien, Secured Note

PE Facility Solutions, LLC

Building Cleaning and Maintenance Services

1st Lien, Secured Loan B

1M L + 14.00%, (0.00%)

PE Facility Solutions, LLC

Building Cleaning and Maintenance Services

Common Equity

PEAKS Trust 2009-1

Consumer Finance

1st Lien, Secured Note

1M L + 5.50%, 7.50% Floor (0.00%)

825 Town & Country Lane, Suite 1500

Houston, TX 77024

Oil & Gas Refining

1st Lien, Secured Bond

Perforce Software, Inc.

400 First Avenue North #200

Minneapolis, MN 55401

1st Lien, Secured Revolver

1 unchanged sentence

Perforce Software, Inc.

400 First Avenue North #200

Minneapolis, MN 55401

1st Lien, Secured Revolver - Unfunded

PFS Holdings Corp.

3747 Hecktown Road

Easton, PA 18045

Food & Staples

2 unchanged sentences

PFS Holdings Corp.

3747 Hecktown Road

Easton, PA 18045

Food & Staples

Common Equity

PIRS Capital LLC

1688 Meridian Ave Ste 700

Miami Beach, FL 33139

Specialty Finance

Prime + 6.50% (9.75%)

Prestige Capital Finance, LLC

400 Kelby St., 10th Floor

Fort Lee, NJ 07024

Specialty Finance

Subordinated Note

Prestige Capital Finance, LLC

400 Kelby St., 10th Floor

Fort Lee, NJ 07024

Specialty Finance

Common Equity

Quad/Graphics, Inc.

N61 W23044 Harry's Way

Sussex, WI 53089

Commercial Printing

Unsecured Bond

Research Now Group, Inc.

5800 Tennyson Parkway Suite 600

Plano, TX 75024

Internet Media

2 unchanged sentences

Research Now Group, Inc.

5800 Tennyson Parkway Suite 600

Plano, TX 75024

Internet Media

1 unchanged sentence

Research Now Group, Inc.

5800 Tennyson Parkway Suite 600

Plano, TX 75024

Internet Media

1 unchanged sentence

6M L + 9.50%, 10.50% Floor (10.50%)

Telecommunications Services

1st Lien, Secured Revolver

3M L + 5.00%, 5.00% Floor (5.23%)

Telecommunications Services

1st Lien, Secured Revolver - Unfunded

Tallage Davis, LLC

Real Estate Services

Ruby Tuesday Operations LLC

Broadway Avenue

Maryville, TN 37804

1st Lien, Secured Loan

Tallage Davis, LLC

Real Estate Services

1st Lien, Secured Loan - Unfunded

1M L + 12.00%, 13.25% Floor (13.25%), (7.25% Cash + 6.00% PIK)

Ruby Tuesday Operations LLC

Broadway Avenue

Maryville, TN 37804

Sprout Holdings, LLC

90 Merrick Ave, East Meadow, NY 11554

Specialty Finance

Summit Midstream Holdings, LLC

910 Louisiana Street, Suite 4200

Houston, TX 77002

Energy Midstream

2nd Lien, Secured Bond

Summit Midstream Partners LP

910 Louisiana Street, Suite 4200

Houston, TX 77002

Energy Midstream

Preferred Equity

Target Hospitality Corp.

2170 Buckthorne Place, Suite 440

The Woodlands, TX 77380

Tensar Corporation

2500 Northwinds Parkway, Suite 500

Alpharetta, GA 30009

Construction Materials Manufacturing

2 unchanged sentences

TRU (UK) Asia Limited

Cannon Place, 78 Cannon Street, London, EC4N 6AF

Common Equity

TRU (UK) Asia Limited Liquidating Trust

Cannon Place, 78 Cannon Street, London, EC4N 6AF

Common Equity

Universal Fiber Systems

640 State Street

Bristol, TN 37620

Secured Loan B

Universal Fiber Systems

640 State Street

Bristol, TN 37620

Secured Loan C

Universal Fiber Systems

640 State Street

Bristol, TN 37620

Vantage Specialty Chemicals, Inc.

1751 Lake Cook Rd., Suite 550

Deerfield, IL 60015

2nd Lien, Secured Loan

3M L + 8.25%, 9.25% Floor (9.25%)

6155 El Camino Real

Carlsbad, CA 92009

Communications Equipment

6155 El Camino Real

Carlsbad, CA 92009

Communications Equipment

6155 El Camino Real

Carlsbad, CA 92009

Communications Equipment

W&T Offshore, Inc.

5718 Westheimer Road, Suite 700

Houston, TX 77057

Oil & Gas Exploration & Production

2nd Lien, Secured Bond

Wynden Stark LLC

295 Madison Ave, 12th Floor

New York, NY 10017

Specialty Finance

Wynden Stark LLC

295 Madison Ave, 12th Floor

New York, NY 10017

Specialty Finance

Receivable - Unfunded

Investments in Special Purpose Acquisition Companies (SPAC) & De-SPAC Companies

Ares Acquisition Corporation

245 Park Avenue, 44th Floor

New York, NY 10167

Special Purpose Acquisition Company

Common Equity

Ares Acquisition Corporation

245 Park Avenue, 44th Floor

New York, NY 10167

Special Purpose Acquisition Company

Austerlitz Acquisition Corporation I

1701 Village Center Circle

Las Vegas, NV 89134

Special Purpose Acquisition Company

Austerlitz Acquisition Corporation II

1701 Village Center Circle

Las Vegas, NV 89134

Special Purpose Acquisition Company

6811 Benjamin Franklin Drive, Suite 200

Columbia, Maryland 21046

Ginko Bioworks Holdings, Inc.

27 Drydock Avenue, 8th Floor

Boston, MA 02210

Biotechnology

Jaws Mustang Acquisition Corporation

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

Special Purpose Acquisition Company

Oyster Enterprises Acquisition Corp.

777 South Flagler Drive, Suite 800W

West Palm Beach, FL 33401

Special Purpose Acquisition Company

Common Equity

Oyster Enterprises Acquisition Corp.

777 South Flagler Drive, Suite 800W

West Palm Beach, FL 33401

Special Purpose Acquisition Company

Spartan Acquisition Corp.

9 West 57th Street, 43rd Floor

New York, NY 10019

Special Purpose Acquisition Company

VPC Impact Acquisition Holdings II

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

Special Purpose Acquisition Company

Common Equity

VPC Impact Acquisition Holdings II

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

Special Purpose Acquisition Company

VPC Impact Acquisition Holdings III

150 North Riverside Plaza, Suite 5200

Chicago, IL 60606

Special Purpose Acquisition Company

Miscellaneous

Special Purpose Acquisition Company

Total Investments in Special Purpose Acquisition Companies

Total Investments excluding Short-Term Investments (284.55% of Net Assets)

1 unchanged sentence

United States Treasury

Short-Term Investments

Treasury Bill

2 unchanged sentences

Other Liabilities in Excess of Assets (452.8% of Net Assets)

The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933 and, therefore, are generally subject to limitations on resale, and may be deemed to be “restricted securities’’ under the Securities Act of 1933.

(1) The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933 and, therefore, are generally subject to limitations on resale, and may be deemed to be “restricted securities’’

under the Securities Act of 1933.

(2) Certain of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to London Interbank Offered Rate (‘‘LIBOR”

or “L”) or prime rate (“Prime”) which are reset periodically.

For each debt investment, the Company has provided the interest rate in effect as of period end.

If no reference to LIBOR is made, the rate is fixed.

A floor is the minimum rate that will be applied in calculating an interest rate.

A cap is the maximum rate that will be applied in calculating an interest rate.

The one month (“1M”) LIBOR as of period end was 0.14%.

The two month (“2M”) LIBOR as of period end was 0.19%.

The three month (“3M”) LIBOR as of period end was 0.24%.

The six month (“6M”) LIBOR as of period end was 0.26%.

‘‘Controlled Investments’’ are investments in those companies that are ‘‘Controlled Investments’’ of the Company, as defined in the Investment Company Act.

A company is deemed to be a ‘‘Controlled Investment’’ of the Company if the Company owns more than 25% of the voting securities of such company.

Investments classified as Level 3 whereby fair value was determined by the Company's board of directors.

The one month (“1M”) LIBOR as of period end was 0.10%.

The three month (“3M”) LIBOR as of period end was 0.21%.

The six month (“6M”) LIBOR as of period end was 0.34%.

The prime rate as of period end was 3.25%.

(3) ‘‘Controlled Investments’’

are investments in those companies that are ‘‘Controlled Investments’’

of the Company, as defined in the Investment Company Act.

A company is deemed to be a ‘‘Controlled Investment’’

of the Company if the Company owns more than 25% of the voting securities of such company.

(4) ‘‘Affiliate Investments’’

are investments in those companies that are ‘‘Affiliated Companies’’

of the Company, as defined in the Investment Company Act, which are not ‘‘Controlled Investments.’’

A company is deemed to be an ‘‘Affiliate’’

of the Company if the Company owns 5% or more, but less than 25%, of the voting securities of such company.

(5) Investments classified as Level 3 whereby fair value was determined by the Company's Board.

(6) Security pays, or has the option to pay, all of its interest in kind.

As of December 31, 2020, each of the Avanti Communications Group, plc secured bonds and California Pizza Kitchen, Inc.

pay in kind ("PIK") and the rates above reflect the PIK interest rates.

As of December 31, 2021, each of the Avanti Communications Group, plc secured debt pay in-kind.

As of December 31, 2021, the Ruby Tuesday Operations, LLC secured loan and each of the Universal Fiber Systems term loans pay a portion of their interest in-kind.

The rates above reflect the PIK interest rates.

(7) Non-income producing security.

(8) Investment was on non-accrual status as of period end.

The interest rate on these loans includes a default interest rate.

Indicates assets that the Company believes do not represent ‘‘qualifying assets’’ under Section 55(a) of the Investment Company Act.

Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets.

Of the Company’s total assets, 24.2% were non-qualifying assets as of period end.

(9) Percentage of class held refers only to equity held, if any, calculated on a fully diluted basis.

(10) Indicates assets that the Company believes do not represent ‘‘qualifying assets’’

under Section 55(a) of the Investment Company Act.

Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets.

Of the Company’s total assets, 16.5% were non-qualifying assets as of period end.

(11) Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933.

5 unchanged sentences

the aggregate cost of securities for Federal income tax purposes was $524,990.

As of December 31, 2020 the Company’s investments consisted of the following:

(14) Represents previously undisclosed unrestricted securities, which the Company has held for less than one year.

As of December 31, 2021 the Company’s investments consisted of the following:

Investment Type

2 unchanged sentences

Short-Term Investments

As of December 31, 2020 the industry composition of the Company’s portfolio at fair value was as follows:

As of December 31, 2021 the geographic composition of the Company’s portfolio at fair value was as follows:

Investments at

Percentage of

Wireless Telecommunications Services

Internet Media

United States

United Kingdom

As of December 31, 2021 the industry composition of the Company’s portfolio at fair value was as follows:

Investments at

Percentage of

Specialty Finance

Construction Materials Manufacturing

Food & Staples

Apparel & Textile Products

Software Services

Energy Midstream

Metals & Mining

Radio Broadcasting

Internet Media

Construction Materials Manufacturing

Oil & Gas Exploration & Production

Wireless Telecommunications Services

Transportation Equipment Manufacturing

Home Security

Casinos & Gaming

Wholesale-Apparel, Piece Goods & Notions

Hotel Operator

Real Estate Services

Building Cleaning and Maintenance Services

Maritime Security Services

Consumer Finance

Telecommunications Services

Special Purpose Acquisition Company

Oil & Gas Refining

Healthcare Supplies

Food & Staples

Consumer Services

Commercial Printing

Software Services

Communications Equipment

Biotechnology

Short-Term Investments

As of December 31, 2020 the geographic composition of the Company’s portfolio at fair value was as follows:

Investments at

Percentage of

United States

United Kingdom

The accompanying notes are an integral part of these financial statements.

GREAT ELM CAPITAL CORP.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE UNAUDITED CONSOLI DATED FINANCIAL STATEMENTS

Dollar amounts in thousands, except share and per share amounts

Great Elm Capital Corp.

(the “Company”) was formed on April 22, 2016 as a Maryland corporation.

The Company is structured as an externally managed, non-diversified closed-end management investment company.

The Company elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company is managed by Great Elm Capital Management, Inc., a Delaware corporation (“GECM”), a subsidiary of Great Elm Group, Inc., a Delaware corporation (“GEG”).

The Company elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company is managed by Great Elm Capital Management, Inc., a Delaware corporation (“GECM”), a subsidiary of Great Elm Group, Inc., a Delaware corporation (“GEG”).

The Company seeks to generate current income and capital appreciation through debt and income generating equity investments, including investments in specialty finance businesses.

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Basis of Presentation .

The Company’s functional currency is U.S.

dollars and these consolidated financial statements have been prepared in that currency.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X and Regulation S-K.

These financial statements reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes are necessary to fairly state results for the interim periods presented.

Results of operations for interim periods are not necessarily indicative of annual results of operations.

The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies .

Investment Companies .

Retroactive Adjustments for Reverse Stock Split.

The outstanding shares and per share amounts of the Company’s common stock in the consolidated financial statements and notes to the consolidated financial statements have been retroactively adjusted for the reverse stock split effected on February 28, 2022 for all activity prior to that date.

Basis of Consolidation .

Under the Investment Company Act, Article 6 of Regulation S-X and GAAP, the Company is generally precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services and benefits to the Company.

The accompanying consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiary, TFC-SC Holdings, LLC.

The accompanying consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiary, Great Elm Specialty Finance, LLC.

All intercompany balances and transactions have been eliminated in consolidation.

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Prepayment fees and similar income due upon the early repayment of a loan or debt security are generally included in interest income.

Interest income received as paid-in-kind (“PIK”) is reported separately in the Statements of Operations.

Income is included as PIK if the instrument solely provides for settlement in kind.

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In the event there is a lesser cash rate in a PIK toggle instrument, income is accrued at the lesser cash rate until the coupon is paid in kind and such larger payment is received by the Company.

Certain of the Company’s debt investments were purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole.

Discounts on the acquisition of corporate debt instruments are generally amortized using the effective-interest or constant-yield method assuming there are no material questions as to collectability.

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Valuation of Portfolio Investments .

The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements.

Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations or alternative price sources.

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Short term debt investments with remaining maturities within ninety days are generally valued at amortized cost, which approximates fair value.

Debt and equity securities for which market quotations are not readily available, which is the case for many of the Company’s investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with the Company’s documented valuation policy that has been reviewed and approved by the Board, who also approve in good faith the valuation of such securities as of the end of each quarter.

Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that the Company may ultimately realize.

In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of the Company’s investments than on the fair values of the Company’s investments for which market quotations are not readily available.

Market quotations may be deemed not to represent fair value in certain circumstances where the Company believes that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security.

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Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented, discussed, and iterated with senior management of GECM;

The fair value of investments comprising in the aggregate less than 5% of the Company’s total capitalization and individually less than 1% of the Company’s total capitalization may be determined by GECM in good faith in accordance with the Company’s valuation policy without the employment of an independent valuation firm.

The Company’s audit committee recommends, and the Board approves, the fair value of the investments in the Company’s portfolio in good faith based on the input of GECM, the independent valuation firms (to the extent applicable) and the business judgment of the audit committee and the Board, respectively.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing a market approach, an income approach, or both approaches, as appropriate.

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In following these approaches, the types of factors that the Company may take into account in determining the fair value of its investments include, as relevant and among other factors:

available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, and enterprise values.

Investments in revolvers or delayed draw loans may include unfunded commitments for which the Company’s acquisition cost will be offset by compensation received on the portion of the commitment that is unfunded.

As a result, the purchases of a commitment that is not fully funded may result in a negative cost basis for the funded commitment.

The fair value of the unfunded commitment is adjusted for price appreciation or depreciation and may result in a negative fair value for the unfunded commitment.

Deferred Financing Costs and Deferred Offering Costs .

Deferred financing costs and deferred offering costs consist of fees and expenses incurred in connection with financing or capital raising activities and include professional fees, printing fees, filing fees and other related expenses.

Deferred financing costs incurred in connection with the revolving credit facility are amortized on a straight-line basis over the term of the revolving credit facility.

Unamortized costs are included in deferred financing costs on the consolidated statements of assets and liabilities and amortization of those costs is included in interest expense on the consolidated statements of operations.

Deferred offering costs incurred in connection with the unsecured notes are amortized over the term of the respective unsecured note using the effective interest method.

Unamortized costs are treated as a reduction to the carrying amount of the debt on the consolidated statements of assets and liabilities and amortization of those costs is included in interest expense on the consolidated statements of operations.

Deferred offering costs incurred in connection with the shelf registration on form N-2 are capitalized when incurred and recognized as a reduction to offering proceeds when the offering becomes effective or expensed upon expiration of the registration statement, if applicable.

Deferred offering costs are included with prepaid expenses and other assets on the consolidated statements of assets and liabilities.

Foreign Currency Translation .

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Federal Income Taxes .

From inception to September 30, 2016, the Company was a taxable association under Internal Revenue Code of 1986, as amended (the “Code”).

The Company has elected to be taxed as a regulated investment company (“RIC”) under subchapter M of the Code.

From inception to September 30, 2016, the Company was a taxable association under Internal Revenue Code of 1986, as amended (the “Code”).

The Company has elected to be taxed as a regulated investment company (“RIC”) under subchapter M of the Code.

The Company intends to operate in a manner so as to qualify for the tax treatment applicable to RICs in that taxable year and all future taxable years.

In order to qualify as a RIC, among other things, the Company will be required to timely distribute to its stockholders at least 90% of investment company taxable income (“ICTI”) including PIK interest, as defined by the Code, for each taxable year in order to be eligible for tax treatment under subchapter M of the Code.

Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year dividend distributions into the next tax year.

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federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as distributions.

Rather, any tax liability related to income earned by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

If the Company does not distribute (or is not deemed to have distributed) each calendar year the sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Minimum Distribution Amount”), the Company will generally be required to pay an excise tax equal to 4% of the amount by the which Minimum Distribution Amount exceeds the distributions for the year.

To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate.

The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.

The Company has not accrued any excise tax expense for the three and nine months ended September 30, 2021.

The Company has accrued $101 of excise tax expense for the three months ended March 31, 2022.

The Company accrued $48 of excise tax expense for the year ended December 31, 2021.

At December 31, 2021, the Company, for federal income tax purposes, had capital loss carryforwards of $62,971 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to stockholders, which would otherwise be necessary to relieve the Company of any liability for federal income tax.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed into law.

The Modernization Act changed the capital loss carryforward rules as they relate to regulated investment companies.

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Of the capital losses at December 31, 2021, $16,815 are short-term and $46,156 are long term.

ASC 740 Accounting for Uncertainty in Income Taxes (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax position.

ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority.

ASC 740 Accounting for Uncertainty in Income Taxes (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax position.

of being sustained by the applicable tax authority.

Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year.

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Investment Management Agreement.

The Company has an investment management agreement (the “Investment Management Agreement”) with GECM.

Beginning on November 4, 2016, the Company began accruing for GECM’s fees for its services under the Investment Management Agreement.

The Company has an investment management agreement (the “Investment Management Agreement”) with GECM.

Beginning on November 4, 2016, the Company began accruing for GECM’s fees for its services under the Investment Management Agreement.

This fee consists of two components:

a base management fee and an incentive fee.

The Company’s Chief Executive Officer is also the chief investment officer of GECM, and the chief executive officer and a member of the board of directors of GE G .

The Company’s Chief Compliance Officer is also the chief operating officer, chief compliance officer and general counsel of GECM, and the president and chief operating officer of GE G .

The Company’s Chief Financial Officer is also the chief financial officer of GECM.

Management Fee The base management fee is calculated at an annual rate of 1.50% of the Company’s average adjusted gross assets, including assets purchased with borrowed funds.

The Company’s Chief Compliance Officer is also the chief operating officer, chief compliance officer and general counsel of GECM, and the president and chief operating officer of GEG.

The Company’s Chief Financial Officer is also the chief financial officer of GECM.

Management Fee The base management fee is calculated at an annual rate of 1.50% of the Company’s average adjusted gross assets, including assets purchased with borrowed funds.

The base management fee is payable quarterly in arrears.

The base management fee is calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the then current calendar quarter.

Base management fees for any partial quarter are prorated.

For the three and nine months ended September 30, 2021 management fees amounted to $876 and $2,301, respectively.

For the three and nine months ended September 30, 2020 management fees amounted to $609 and $1,898, respectively.

As of September 30, 2021 and December 31, 2020, $876 and $613 remained payable, respectively.

For the three months ended March 31, 2022 management fees amounted to $780.

For the three months ended March 31, 2021 management fees amounted to $660.

As of March 31, 2022 and December 31, 2021, $785 and $881 remained payable, respectively.

Incentive Fee The incentive fee consists of two components that are independent of each other with the result that one component may be payable even if the other is not.

One component of the incentive fee is based on income (the “Income Incentive Fee”) and the other component is based on capital gains (the “Capital Gains Incentive Fee”).

The Income Incentive Fee is calculated on a quarterly basis as 20% of the amount by which the Company’s pre-incentive fee net investment income (the “Pre-Incentive Fee Net Investment Income”) for the quarter exceeds a hurdle rate of 1.75% (7.0% annualized) of the Company’s net assets at the end of the immediately preceding calendar quarter, subject to a “catch-up” provision pursuant to which GECM receives all of such income in excess of the 1.75% level but less than 2.1875% (8.75% annualized) and subject to a total return requirement (described below).

The effect of the “catch-up” provision is that, subject to the total return provision, if pre-incentive fee net investment income exceeds 2.1875% of the Company’s net assets at the end of the immediately preceding calendar quarter, in any calendar quarter, GECM will receive 20.0% of the Company’s pre-incentive fee net investment income as if the 1.75% hurdle rate did not apply.

One component of the incentive fee is based on income (the “Income Incentive Fee”) and the other component is based on capital gains (the “Capital Gains Incentive Fee”).

provision pursuant to which GECM receives all of such income in excess of the 1.75% level but less than 2.1875% (8.75% annualized) and subject to a total return requirement (described below).

The effect of the “catch-up”

provision is that, subject to the total return provision, if pre-incentive fee net investment income exceeds 2.1875% of the Company’s net assets at the end of the immediately preceding calendar quarter, in any calendar quarter, GECM will receive 20.0% of the Company’s pre-incentive fee net investment income as if the 1.75% hurdle rate did not apply.

These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the then current quarter.

Pre-Incentive Fee Net Investment Income includes any accretion of original issue discount, market discount, PIK interest, PIK dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that the Company and its consolidated subsidiaries have recognized in accordance with GAAP, but have not yet received in cash (collectively, “Accrued Unpaid Income”).

Pre-Incentive Fee Net Investment Income does not include any realized capital gains or losses or unrealized capital appreciation or depreciation.

Accrued Unpaid Income as of September 30, 2021 was $36,698.

Accrued Unpaid Income includes capitalized PIK income of $20,786 on investments still held at September 30, 2021.

Accrued Unpaid Income as of December 31, 2020 was $29,989, which included capitalized PIK income of $17,680 on investments still held at December 31, 2020.

Any Income Incentive Fee otherwise payable with respect to Accrued Unpaid Income (collectively, the “Accrued Unpaid Income Incentive Fees”) is deferred, on a security by security basis, and becomes payable only if, as, when and to the extent cash is received by the Company or its consolidated subsidiaries in respect thereof.

Any Accrued Unpaid Income that is subsequently reversed in connection with a write-down, write-off, impairment or similar treatment of the investment giving rise to such Accrued Unpaid Income will, in the applicable period of reversal, (1) reduce Pre-Incentive Fee Net Investment Income and (2) reduce the amount of Accrued Unpaid Income Incentive Fees previously deferred.

The Company will defer cash payment of any Income Incentive Fee otherwise payable to the investment adviser in any quarter (excluding Accrued Unpaid Income Incentive Fees with respect to such quarter) that exceeds (1) 20% of the Cumulative Pre ‑Incentive Fee Net Return (as defined below) during the most recent twelve full calendar quarter period ending on or prior to the date such payment is to be made (the “Trailing Twelve Quarters”) less (2) the aggregate incentive fees that were previously paid to the investment adviser during such Trailing Twelve Quarters (excluding Accrued Unpaid Income Incentive Fees during such Trailing Twelve Quarters and not subsequently paid).

“Cumulative Pre ‑Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means the sum of (a) pre ‑incentive fee net investment income in respect of such Trailing Twelve Quarters less (b) net realized capital losses and net unrealized capital depreciation, if any, in each case calculated in accordance with GAAP, in respect of such Trailing Twelve Quarters.

The Company will defer cash payment of any Income Incentive Fee otherwise payable to the investment adviser in any quarter (excluding Accrued Unpaid Income Incentive Fees with respect to such quarter) that exceeds (1) 20% of the Cumulative Pre‑Incentive Fee Net Return (as defined below) during the most recent twelve full calendar quarter period ending on or prior to the date such payment is to be made (the “Trailing Twelve Quarters”) less (2) the aggregate incentive fees that were previously paid to the investment adviser during such Trailing Twelve Quarters (excluding Accrued Unpaid Income Incentive Fees during such Trailing Twelve Quarters and not subsequently paid).

“Cumulative Pre‑Incentive Fee Net Return”

during the relevant Trailing Twelve Quarters means the sum of (a) pre‑incentive fee net investment income in respect of such Trailing Twelve Quarters less (b) net realized capital losses and net unrealized capital depreciation, if any, in each case calculated in accordance with GAAP, in respect of such Trailing Twelve Quarters.

Under the Capital Gains Incentive Fee, the Company is obligated to pay GECM at the end of each calendar year 20% of the aggregate cumulative realized capital gains from November 4, 2016 through the end of that year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees.

For the nine months ended September 30, 2021 and 2020, the Company incurred Income Incentive Fees of $888 and $810, respectively.

As of September 30, 2021 and December 31, 2020, $10,064 and $9,176 of Income Incentive Fees, respectively, remained payable and none was immediately payable after calculating the total return requirement.

These payable amounts may include both Accrued Unpaid Income Incentive Fees and amounts deferred under the total return requirement and will become due upon meeting the criteria described above.

For the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company did not have any Capital Gains Incentive Fees accrual.

The Investment Management Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, GECM and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of GECM’s services under the Investment Management Agreement or otherwise as an investment adviser of the Company.

In March 2022, GECM indicated that it intends to waive all accrued and unpaid incentive fees as of March 31, 2022.

As of March 31, 2022, there were approximately $4.9 million of accrued fees.

In connection with the waiver, the Company recognized the reversal of these accrued fees during the period ending March 31, 2022, resulting in a corresponding increase in net income in that period.

For the three months ended March 31, 2022 and 2021, the Company incurred Income Incentive Fees of $(4,854), inclusive of the incentive fee waiver as of March 31, 2022,and $108, respectively.

As of March 31, 2022 there were no incentive fees payable.

As of December 31, 2021, $4,854 of Income Incentive Fees remained payable and none was immediately payable after calculating the total return requirement.

These payable amounts included both Accrued Unpaid Income Incentive Fees and amounts deferred under the total return requirement and would have become due upon meeting the criteria described above had they not been waived by GECM as of March 31, 2022.

For the three months ended March 31, 2022 and the year ended December 31, 2021, the Company did not have any Capital Gains Incentive Fees accrual.

The Company intends to present a proposal to its stockholders at the next annual meeting to amend the Investment Management Agreement in order to reset the incentive fee total return hurdle, but GECM’s waiver of the incentive fee is not contingent upon such proposal being approved.

fees and amounts reasonably paid in settlement) arising from the rendering of GECM’s services under the Investment Management Agreement or otherwise as an investment adviser of the Company.

Administration Fees .

The Company has an administration agreement (the “Administration Agreement”) with GECM to provide administrative services, including, among other things, furnishing the Company with office facilities, equipment, clerical, bookkeeping and record keeping services.

The Company will reimburse GECM for its allocable portion of overhead and other expenses of GECM in performing its obligations under the Administration Agreement.

GECM agreed that the aggregate amount of expenses accrued for reimbursement pursuant to the Administration Agreement that pertain to direct compensation costs of financial, compliance and accounting personnel that perform services for the Company, inclusive of the fees charged by any sub-administrator to provide such financial, compliance and/or accounting personnel to the Company (the “Compensation Expenses”), during the year ending November 4, 2017, when taken together with Compensation Expenses reimbursed or accrued for reimbursement by the Company pursuant to the Investment Management Agreement during such period, shall not exceed 0.50% of the Company’s average net asset value during such period.

The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, GECM and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of GECM’s services under the Administration Agreement or otherwise as administrator for the Company.

For the nine months ended September 30, 2021 and 2020, the Company incurred expenses under the Administration Agreement of $511 and $547, respectively.

As of September 30, 2021 and December 31, 2020, $146 and $151 remained payable, respectively.

Compensation of administrator personnel is allocated based on time allocation for the period.

Other overhead expenses are based on a combination of time allocation and total headcount.

fees and amounts reasonably paid in settlement) arising from the rendering of GECM’s services under the Administration Agreement or otherwise as administrator for the Company.

For the three months ended March 31, 2022 and 2021, the Company incurred expenses under the Administration Agreement of $221 and $156, respectively.

As of March 31, 2022 and December 31, 2021, $175 and $131 remained payable, respectively.

FAIR VALUE MEASUREMENT

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Basis of Fair Value Measurement

Investments valued using unadjusted quoted prices in active markets for identical assets.

Investments valued using other unadjusted observable market inputs, e.g.

Level 1 Investments valued using unadjusted quoted prices in active markets for identical assets.

Level 2 Investments valued using other unadjusted observable market inputs, e.g.

quoted prices in markets that are not active or quotes for comparable instruments.

Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Level 3 Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Note 2 should be read in conjunction with the information outlined below.

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Industry multiples and public comparables.

Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including:

Current financial performance as compared to projected performance;

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Market yields implied by transactions of similar or related assets.

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of September 30, 2021 and December 31, 2020.

Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including:

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of March 31, 2022 and December 31, 2021.

The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments.

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Increases or decreases in market multiples would result in an increase or decrease, respectively, in the fair value.

The following summarizes the Company’s investment assets categorized within the fair value hierarchy as of September 30, 2021:

The following summarizes the Company’s investment assets categorized within the fair value hierarchy as of March 31, 2022:

Short Term Investments

Total investment assets

The following summarizes the Company’s investment assets categorized within the fair value hierarchy as of December 31, 2020:

The following summarizes the Company’s investment assets categorized within the fair value hierarchy as of December 31, 2021:

Short Term Investments

Total investment assets

The following is a reconciliation of Level 3 assets for the nine months ended September 30, 2021:

The following is a reconciliation of Level 3 assets for the three months ended March 31, 2022:

Beginning Balance as of January 1, 2022

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Net Amortization of Premium/ Discount

Ending Balance as of September 30, 2021

Ending Balance as of March 31, 2022

Total investment assets

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Sales and Settlements may include scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities), and securities delivered in corporate actions and restructuring of investments.

The net change in unrealized appreciation relating to Level 3 assets still held at September 30, 2021 totaled $207 consisting of the following:

(2) The net change in unrealized appreciation relating to Level 3 assets still held at March 31, 2022 totaled $(8,927) consisting of the following:

$(8,825) related to debt investments and $(102) related to equity investments.

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$(31,826) related to debt investments and $4,298 relating to equity/other.

There were no transfers into or out of Level 3 during the nine months ended September 30, 2021.

One investment with a fair value of $(11,801) was transferred from Level 3 to Level 2 as a result of increased pricing transparency during the year ended December 31, 2020.

Two investments with an aggregate fair value of $8,066 were transferred from Level 2 to Level 3 as a result of decreased pricing transparency during the year ended December 31, 2020.

The following tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of September 30, 2021 and December 31, 2020, respectively.

Three investments with an aggregate fair value of $12,808 were transferred from Level 3 to Level 2 as a result of increased pricing transparency during the three months ended March 31, 2022.

There were no transfers into or out of Level 3 during the year ended December 31, 2021.

The following tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of March 31, 2022 and December 31, 2021, respectively.

These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument.

For example, the lowest yield in 1st Lien Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class.

Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.

As of September 30, 2021

Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.

As of March 31, 2022

Investment Type

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19.00% - 30.50% (28.98%)

Market Approach

Earnings Multiple

1.00 - 5.00 (3.35)

Recent Transaction

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2.00% - 9.32% (3.25%)

Market Approach

Earnings Multiple

0.16 - 11.25 (4.20)

Income Approach

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19.00% - 30.50% (27.94%)

Market Approach

Earnings Multiple

1.00 -5.00 (3.22)

Recent Transaction

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Discount Rate

11.51% - 15.45% (12.94%)

Broker Quotes

Discount Rate

325 - 375 (350)

Asset Recovery / Liquidation (4)

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Discount Rate

Income Approach

Discount Rate

7.05% - 65.41% (13.16%)

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4.02% - 6.87% (4.97%)

Asset Recovery / Liquidation ( 4)

Recent Transaction

Market Approach

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0.13 - 7.25 (2.01)

Income Approach

11.51% - 13.39% (11.60%)

Asset Recovery / Liquidation(4)

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(4) Investments valued using the asset recovery or liquidation technique include investments for which valuation is based on current financial data without a discount rate applied.

On May 5, 2021, the Company entered into a Loan, Guarantee and Security Agreement (the “Loan Agreement”) with City National Bank (“CNB”).

The Loan Agreement provides for a senior secured revolving line of credit of up to $25 million (subject to a borrowing base as defined in the Loan Agreement).

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Borrowings under the revolving line bear interest at a rate equal to (i) the London Inter-bank Offered Rate plus 3.50%, (ii) a base rate plus 2.00% or (iii) a combination thereof, as determined by the Company.

As of September 30, 2021, there were $10 million in borrowings outstanding under the revolving line.

Borrowings under the revolving line are secured by a first priority security interest in substantially all of the Company’s assets, subject to certain specified exceptions.

As of March 31, 2022, there were no borrowings outstanding under the revolving line.

Borrowings under the revolving line are secured by a first priority security interest in substantially all of the Company’s assets, subject to certain specified exceptions.

The Company has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar loan agreements.

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Borrowings are also subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.

In October 2021 the Loan Agreement was amended to require an asset coverage equal to or greater than 150%.

In May 2022, the Loan Agreement was amended to require an asset coverage equal to or greater than 150% as of the last day of each fiscal quarter except for the fiscal quarters ending March 31, 2022 and June 30, 2022.

In addition, the interest rate was amended to replace LIBOR with the secured overnight financing rate (SOFR").

Unsecured Notes

On September 13, 2017, the Company issued $28,375 in aggregate principal amount of 6.50% notes due 2022 (the "GECCL Notes").

On September 29, 2017, the Company issued an additional $4,256 of the GECCL Notes upon full exercise of the underwriters’ over-allotment option.

The Company redeemed all of the issued and outstanding GECCL Notes on July 23, 2021 at 100% of the principal amount plus accrued and unpaid interest thereon from April 30, 2021 through, but excluding, the redemption date, July 23, 2021.

On January 11, 2018, the Company issued $43,000 in aggregate principal amount of 6.75% notes due 2025 (the "GECCM Notes").

On January 19, 2018 and February 9, 2018, the Company issued an additional $1,898 and $1,500 of the GECCM Notes upon partial exercise of the underwriters’ over-allotment option.

On June 18, 2019, the Company issued $42,500 in aggregate principal amount of 6.50% notes due 2024 (the "GECCN Notes"), which included $2,500 of the GECCN Notes issued in connection with the partial exercise of the underwriters’ over-allotment option.

On July 5, 2019, the Company issued an additional $2,500 of the GECCN Notes upon another partial exercise of the underwriters’ over-allotment option.

On January 19, 2018 and February 9, 2018, the Company issued an additional $1,898 and $1,500 of the GECCM Notes upon partial exercise of the underwriters’

over-allotment option.

On July 5, 2019, the Company issued an additional $2,500 of the GECCN Notes upon another partial exercise of the underwriters’

over-allotment option.

On June 23, 2021, the Company issued $50,000 in aggregate principal amount of 5.875% notes due 2026 (the "GECCO Notes").

On July 9, 2021, the Company issued an additional $7,500 of the GECCO Notes upon full exercise of the underwriters’ over-allotment option.

On July 9, 2021, the Company issued an additional $7,500 of the GECCO Notes upon full exercise of the underwriters’

over-allotment option.

The Notes are our unsecured obligations and rank equal with all of our outstanding and future unsecured unsubordinated indebtedness.

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The GECCM Notes, GECCN Notes and GECCO Notes will mature on January 31, 2025, June 30, 2024 and June 30, 2026, respectively.

The GECCM Notes and GECCN Notes are currently callable at the Company’s option and the GECCO Notes can be called on or after June 30, 2023.

Holders of the unsecured notes do not have the option to have the unsecured notes repaid prior to the stated maturity date.

The unsecured notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof.

As part of the offerings, the Company incurred fees and costs, which are treated as a reduction of the carrying amount of the debt on the Company Statements of Assets and Liabilities.

As part of the offerings, the Company incurred fees and costs, which are treated as a reduction of the carrying amount of the debt on the Company's consolidated statements of assets and liabilities.

These deferred financing costs presented as a reduction to the Notes payable balance are being amortized into interest expense over the term of the Notes.

The Company may repurchase the Notes in accordance with the Investment Company Act and the rules promulgated thereunder.

Information about the Company’s senior securities (including debt securities and other indebtedness) is shown in the following table:

Outstanding (1)

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December 31, 2020

September 30, 2021

Revolving Credit Facility

December 31, 2021

March 31, 2022

(1) Total amount of each class of senior securities outstanding at the end of the period presented.

Asset coverage per unit is the ratio of the carrying value of Great Elm’s total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

(2) Asset coverage per unit is the ratio of the carrying value of the Company’s total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.

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(4) The average market value per unit for the Notes, as applicable, is based on the average daily prices of such Notes and is expressed per $1 of indebtedness.

The terms of the unsecured notes are governed by a base indenture, dated as of September 18, 2017, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (as supplemented with respect to each series of notes, the “Indenture”).

The Indenture’s covenants, include restrictions on certain activities in the event the Company falls below the minimum asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act, as well as covenants requiring the Company to provide financial information to the holders of the Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934.

These covenants are subject to limitations and exceptions that are described in the Indenture.

The Investment Company Act limits, with certain exceptions, the Company’s borrowing such that its asset coverage ratio, as defined in the Investment Company Act, is at least 1.5 to 1 after such borrowing.

As of September 30, 2021 , the Company’s asset coverage ratio was approximately 163.8% .

As of September 30, 2021 and December 31, 2020, the Company was in compliance with all covenants under the Indenture.

For the three and nine months ended September 30, 2021 and 2020, the components of interest expense were as follows:

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

As of March 31, 2022, the Company’s asset coverage ratio was approximately 147.5%.

As a result of falling below the Minimum ACR, we will be subject to certain limitations on our ability to incur additional debt, make cash distributions on junior securities or repurchase junior securities, in each case, in accordance with the Investment Company Act of 1940, as amended and the indentures governing our outstanding notes, until such time we are above the Minimum ACR.

As of March 31, 2022 and December 31, 2021, the Company was in compliance with all covenants under the Indenture.

For the three months ended March 31, 2022 and 2021, the components of interest expense were as follows:

For the Three Months Ended March 31,

Borrowing interest expense

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Average outstanding balance

The fair value of the Company’s Notes are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.

The fair value of the Company’s Notes is determined by utilizing market quotations at the measurement date as they are Level 1 securities.

September 30, 2021

(1) Annualized.

The fair value of the Company’s Notes is determined by utilizing market quotations at the measurement date as they are Level 1 securities.

March 31, 2022

Unsecured Debt - GECCM Notes

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December 31, 2021

Unsecured Debt - GECCL Notes

Unsecured Debt - GECCM Notes

Unsecured Debt - GECCN Notes

Unsecured Debt - GECCO Notes

CAPITAL ACTIVITY

On February 3, 2022, the Company issued 117,117 shares of common stock (as adjusted for the reverse stock split described below) for $2,600 based on the most recently published net asset value.

This common stock was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

On February 28, 2022, the Company effected a 6-for-1 reverse stock split of the Company’s outstanding common stock.

As a result of the reverse stock split, every six shares of the Company’s issued and outstanding common stock were converted into one share of issued and outstanding common stock.

Any fractional shares as a result of the reverse stock split were redeemed for cash at the closing market price on the business day immediately prior to the effective date of the reverse stock split.

Such fractional shares aggregated to the equivalent of four shares and were redeemed for $0.1 in aggregate.

On January 21, 2021, the Company distributed 1,720 shares of common stock as part of the fourth quarter 2020 distribution.

COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time.

As of September 30, 2021, the Company had approximately $31,318 in unfunded loan commitments, subject to the Company’s approval in certain instances, to provide debt financing to certain of its portfolio companies.

To the degree applicable, unrealized gains or losses on these commitments as of September 30, 2021 are included in the Company’s Statements of Assets and Liabilities and the corresponding Schedule of Investments.

As of March 31, 2022, the Company had approximately $25,278 in unfunded loan commitments, subject to the Company’s approval in certain instances, to provide debt financing to certain of its portfolio companies.

To the degree applicable, unrealized gains or losses on these commitments as of March 31, 2022 are included in the Company’s Statements of Assets and Liabilities and the corresponding Schedule of Investments.

The Company believes that it had sufficient cash and other liquid assets on its balance sheet to satisfy the unfunded commitments.

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The plaintiff immediately agreed to stay the action in light of an ongoing mediation among parties other than the Company.

This lawsuit was brought by a member of Speedwell Holdings (formerly known as The Selling Source, LLC), one of the Company’s portfolio investments, against various members of and lenders to Speedwell Holdings.

The plaintiff asserts claims of aiding and abetting, breaches of fiduciary duty, and tortious interference against the Company.

In June 2018, Intrepid Investments, LLC (“Intrepid”) sent notice to the court and defendants effectively lifting the stay and triggering defendants’ obligation to respond to the Intrepid complaint.

In June 2018, Intrepid Investments, LLC (“Intrepid”) sent notice to the court and defendants effectively lifting the stay and triggering defendants’

obligation to respond to the Intrepid complaint.

In September 2018, the Company joined the other defendants in a motion to dismiss on various grounds.

In February 2019, Intrepid filed a second amended complaint to which defendants filed a renewed motion to dismiss in March 2019.

The Company intend s to defend the matter as necessary .

The Company intends to defend the matter as necessary.

In July 2016, Full Circle filed suit in the District Court of Caldwell County, Texas against, among others, Willis Pumphrey for breach of a guaranty agreement arising from a loan transaction with Full Circle.

Pumphrey, a personal guarantor of the loan made by Full Circle, the Company’s predecessor in interest, brought counterclaims in (i) the District Court of Caldwell County, Texas and (ii) the District Court of Harris County, Texas against, among others, Justin Bonner, an employee of GECM, in each case, alleging breach of a confidentiality agreement and tortious interference with Dr.

Pumphrey’s attempted sale of a business in which he owned an interest.

In August 2017, Dr.

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GECC believes Dr.

Pumphrey’s claims to be frivolous and intends to vigorously defend them.

Furthermore, the Company continues to pursue the initial claims against Dr.

Pumphrey in the District Court of Caldwell County, Texas.

In September 2019, the Company received a judgment in the Company’s favor from the District Court of Caldwell County, Texas.

On June 4, 2020, Dr.

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INDEMNIFICATION

Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company.

In addition, in the normal course of business the Company expects to enter into contracts that contain a variety of representations which provide general indemnifications.

The Company’s maximum exposure under these agreements cannot be known;

however, the Company expects any risk of loss to be remote.

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Below is the schedule of financial highlights of the Company:

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Per Share Data:

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Net assets, end of period

Ratio of total expenses to average net assets (4 ),( 5)

Ratio of total expenses to average net assets before waiver (4),(5)

Ratio of total expenses to average net assets after waiver (4),(5),(6)

Ratio of incentive fees to average net assets (4)

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(1) The per share data was derived by using the weighted average shares outstanding during the period, except where such calculations deviate from those specified under the instructions to Form N-2.

Per share data and shares outstanding have been adjusted for the periods shown to reflect the six-for-one reverse stock split effected on February 28, 2022 on a retrospective basis, as described in Note 2.

(2) The per share data for distributions declared reflects the actual amount of distributions of record per share for the period.

Total return based on net asset value is calculated as the change in net asset value per share, assuming the Company’s distributions were reinvested through its dividend reinvestment plan.

Total return based on market value is calculated as the change in market value per share, assuming the Company’s distributions were reinvested through its dividend reinvestment plan.

(3) Total return based on net asset value is calculated as the change in net asset value per share, assuming the Company’s distributions were reinvested through its dividend reinvestment plan.

Total return based on market value is calculated as the change in market value per share, assuming the Company’s distributions were reinvested through its dividend reinvestment plan.

Total return does not include any estimate of a sales load or commission paid to acquire shares.

(4) Average net assets used in ratio calculations is calculated using monthly ending net assets for the period presented.

For the nine months ended September 30, 2021 and 2020 average net assets were $88,183 and $56,318, respectively.

For the three months ended March 31, 2022 and 2021 average net assets were $73,829 and $80,206, respectively.

(5) Annualized for periods less than one year.

(6) Ratio for the three months ended March 31, 2022 reflects the impact of the incentive fee waiver described in Note 3.

AFFILIATED AND CONTROLLED INVESTMENTS

Affiliated investments are defined by the Investment Company Act, whereby the Company owns between 5% and 25% of the portfolio company's outstanding voting securities and the investments are not classified as controlled investments.

The aggregate fair value of non-controlled, affiliated investments at September 30, 2021 represented 37% of the Company's net assets.

The aggregate fair value of non-controlled, affiliated investments at March 31, 2022 represented 5% of the Company's net assets.

Controlled investments are defined by the Investment Company Act, whereby the Company owns more than 25% of the portfolio company's outstanding voting securities or maintains the ability to nominate greater than 50% of the board representation.

The aggregate fair value of controlled investments at September 30, 2021 represented 39% of the Company's net assets.

Fair value as of September 30, 2021 along with transactions during the nine months ended September 30, 2021 in these affiliated investments and controlled investments was as follows:

For the Nine Months Ended September 30, 2021

The aggregate fair value of controlled investments at March 31, 2022 represented 70% of the Company's net assets.

Fair value as of March 31, 2022 along with transactions during the three months ended March 31, 2022 in these affiliated investments and controlled investments was as follows:

For the Three Months Ended March 31, 2022

Fair value at December 31, 2021

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Appreciation (Depreciation)

Fair value at September 30, 2021

Fair value at March 31, 2022

Non-Controlled, Affiliated Investments

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Common Equity (9% of class)

OPS Acquisitions Limited and Ocean Protection Services Limited

1st Lien, Secured Loan

Common Equity (19% of class)

PFS Holdings Corp.

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Equity (63% of class)

PE Facility Solutions, LLC

1st Lien, Secured Term Loan B

Common Equity (87% of class)

Prestige Capital Finance, LLC

Equity (80% of class)

Sterling Commercial Credit, LLC

Subordinated Note

Equity (80% of class)

(1) Non-unitized equity investments are disclosed with percentage ownership in lieu of quantity.

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SUBSEQUENT EVENTS

The Board authorized the distribution for the quarter ending March 31, 2022 at $0.10 per share, with the record and payment dates to be set by the officers of GE CC pursuant to authority granted by the Board.

Since September 30, 2021:

$3,000 in par value of Mitchell International, Inc.

(“Mitchell”) second lien term loan due 2025 was redeemed at 100% of par value.

the Company purchased $1,000 in par value of Summit Midstream Holdings, LLC second lien notes at approximately 99% of par value.

the Company purchased $840 in par value of Vantage Specialty Chemicals, Inc.

second lien term loan at approximately 97% of par value.

the Company purchased $1,000 in par value of Mitchell second lien term loan due 2029 at 99% of par value.

the Company sold $1,000 in par value of Mitchell second lien term loan due 2029 at approximately 101% of par value.

the Company sold 17,656 shares of Crestwood Equity Partners, LP Class A preferred equity units at an average of $10.21 per share.

the Company purchased $1,206 in par value of Viasat, Inc.

receivables at 82% of par value.

the company sold approximately $1,328 of SPAC positions across 11 companies.

The Board authorized the distribution for the quarter ending September 30, 2022 at $0.45 per share, with the record and payment dates to be set by the officers of GECC pursuant to authority granted by the Board.

On April 19, 2022, GECC filed an amendment to its registration statement with the SEC in connection with a non-transferable rights offering to purchase shares of its common stock (the “Rights Offering”).

The Company's stockholders who fully exercise all rights issued to them in the Rights Offering are entitled to subscribe for additional shares that were not subscribed for by other stockholders of the Company.

The registration statement has not been declared effective by the SEC and the Rights Offering is subject to market and other conditions.

There can be no assurance as to whether or when the Rights Offering may be completed, if at all, or as to the actual size or terms of the Rights Offering.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information