[D] Great Elm Capital. Corp. SEC Filing

Rhea-AI Filing Summary

Great Elm Capital Corp. filed a Form D reporting a completed Regulation D equity offering of $15,028,500. The issuer, a Maryland corporation operating as a pooled investment/other investment fund, indicates it is registered as an investment company under the Investment Company Act of 1940. The offering relied on Rule 506(b) and was a new notice for a first sale on 2025-08-27. The filing shows $15,028,500 sold with $0 remaining, a minimum outside investment of $0, and that gross proceeds did not pay any named executives or directors. The filing discloses $450,855 in finders\' fees and reports one investor participated.

Positive

• Offering fully sold for $15,028,500
• No proceeds paid to named executives, directors, or promoters
• Filing relied on Rule 506(b), a common Regulation D exemption

Negative

• $450,855 in finders\' fees
• Concentration risk: filing reports only 1 investor to date

Insights

Financial Analyst

TL;DR: Completed $15.0M Rule 506(b) equity offering, fully subscribed; sizable finders\' fees and concentration of investment are notable.

The issuer executed a $15,028,500 equity raise under Rule 506(b) and reports the offering is fully sold. For investors, the key financial facts are the total offering amount, the fact that no proceeds were paid to named insiders, and the disclosed $450,855 of finders\' fees which reduces net proceeds. The filing also reports a single investor to date, indicating concentration risk in the subscription base. The company identifies itself as an Investment Company under the 1940 Act, consistent with its pooled fund classification.

Corporate Governance Expert

TL;DR: Routine Form D filing with full subscription; governance attention warranted for high finder\'s fees and investor concentration.

The Form D provides standard disclosure of principals and officers, including the Chief Compliance Officer\'s signature. The filing states no proceeds were used to pay executive officers or directors, which is favorable. However, the disclosure of $450,855 in finders\' fees and only one reported investor raise governance and disclosure questions about fee reasonableness and investor concentration, which should be documented in offering materials and board records.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001675033

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Great Elm Capital Corp.

Jurisdiction of Incorporation/Organization

MARYLAND

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Great Elm Capital Corp.
Street Address 1		Street Address 2
3801 PGA BOULEVARD		SUITE 603
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
PALM BEACH GARDENS	FLORIDA	33410	617-375-3006

3. Related Persons

Last Name	First Name	Middle Name
Cohen	Richard
Street Address 1	Street Address 2
3801 PGA Boulevard	SUITE 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Drapkin	Matthew
Street Address 1	Street Address 2
3801 PGA Boulevard	SUITE 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Falk	Erik
Street Address 1	Street Address 2
3801 PGA Boulevard	SUITE 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kuperschmid	Mark
Street Address 1	Street Address 2
3801 PGA Boulevard	SUITE 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Perry	Chad
Street Address 1	Street Address 2
3801 PGA Boulevard	SUITE 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kaplan	Matt
Street Address 1	Street Address 2
3801 PGA Boulevard	SUITE 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Davis	Keri
Street Address 1	Street Address 2
3801 PGA Boulevard	SUITE 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kleinman	Adam
Street Address 1	Street Address 2
3801 PGA Boulevard	SUITE 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

X

Pooled Investment Fund

	Hedge Fund
	Private Equity Fund
	Venture Capital Fund
X	Other Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes X No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000		X	Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-27				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Imperial Capital, LLC	000043744
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
10100 Santa Monica Blvd, Suite 2400
City	State/Province/Country	ZIP/Postal Code
Los Angeles	CALIFORNIA	90067
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW JERSEY

13. Offering and Sales Amounts

Total Offering Amount	$15,028,500	USD	or Indefinite
Total Amount Sold	$15,028,500	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$450,855	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Great Elm Capital Corp.	/s/ Adam M. Kleinman	Adam M. Kleinman	Chief Compliance Officer and Secretary	2025-08-28

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Great Elm Capital Corp. (GECC) raise in the Form D offering?

Great Elm Capital Corp. raised $15,028,500 and the filing reports $0 remaining to be sold.

Which exemption did GECC use for the offering?

The offering relied on Rule 506(b) of Regulation D as disclosed in the filing.

Were any named executives or directors paid from the offering proceeds?

No; the filing states $0 of the gross proceeds were used for payments to listed officers, directors, or promoters.

How much was paid in finders' fees for the offering?

$450,855 is reported as finders' fees in the Form D.

How many investors participated in the offering?

The filing reports 1 investor has invested in the offering.

Is Great Elm Capital Corp. registered as an investment company?

Yes; the filing indicates the issuer is registered under the Investment Company Act of 1940.