UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
NOTIFICATION OF REDEMPTION OF SECURITIES PURSUANT
TO RULE 23C-2 UNDER
THE INVESTMENT COMPANY ACT OF 1940
File No. 814-01211
GREAT ELM CAPITAL CORP.
(Name of Registrant)
3801 PGA Boulevard, Suite 603
Palm Beach Gardens, Florida
335410
(Address of Principal Executive Office)
The undersigned hereby notifies the Securities and Exchange Commission
(the “Commission”) that it intends to redeem securities of which it is the issuer, as set forth below in accordance with the
requirements of Rule 23c-2 under the Investment Company Act of 1940, as amended.
| (1) | Title of the class of securities
of Great Elm Capital Corp. (the “Company”) to be redeemed: 8.75% Notes due 2028 (CUSIP: 390320 802) (the “Notes”). |
| (2) | Date on which the securities are to be redeemed: |
The Notes will be redeemed on September 30, 2025
(the “First Redemption Date”). Additional Notes may be redeemed on September 30, 2025 (the “Second Redemption Date”),
subject to the condition precedent that the Company completes one or more financing transactions that generate net proceeds of at least
$10 million (the “Financing Transactions”) prior to the Second Redemption Date. At the Company’s discretion, the Second
Redemption Date may be delayed until such time (including more than 60 days after the date of the conditional notices to the holder of
the Notes) as the Financing Transactions have been completed, or the redemption of the Notes to be redeemed pursuant to this Second Redemption
Day notice may not occur and the notices to the holders of such Notes may be rescinded if the Financing Transactions are not completed
by the Second Redemption Date or by the date to which the Second Redemption Date is delayed.
| (3) | Applicable provisions of the governing
instrument pursuant to which the securities are to be redeemed: The Notes are to be redeemed pursuant to: |
| • | Section 1104 of the Indenture,
dated as of September 18, 2017 (the “Base Indenture”), by and between the Company and Equiniti Trust Company, LLC (f/k/a
American Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”) |
| • | Section 1.01(h) of the Fifth
Supplemental Indenture, dated as of August 16, 2023, by and between the Company and the Trustee (the “Fifth Supplemental Indenture”) |
| (4) | The principal amount or number
of shares and the basis upon which the securities to be redeemed are to be selected: |
On the First Redemption Date, the Company will
redeem $30 million aggregate principal amount of the issued and outstanding Notes pursuant to the terms of the Base Indenture and the
Fifth Supplemental Indenture. On the Second Redemption Date, the Company may redeem an additional $10 million aggregate principal amount
of the issued and outstanding Notes pursuant to the terms of the Base Indenture and the Fifth Supplemental Indenture, subject to the completion
of the Financing Transactions.
SIGNATURE
Pursuant to the requirements of Rule 23c-2 under
the Investment Company Act of 1940, as amended, the Company has duly caused this Notice of Intention to Redeem Securities to be signed
on its behalf by the undersigned on this 29th day of August, 2025.
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| GREAT ELM CAPITAL CORP. |
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| By: |
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/s/ Adam M. Kleinman |
| Name: |
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Adam M. Kleinman |
| Title: |
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Chief Compliance Officer and Secretary |
