[SCHEDULE 13G] Great Elm Capital. Corp. SEC Filing

Rhea-AI Filing Summary

Poor Richard LLC and its managing member, Booker Smith, report beneficial ownership of 1,290,000 shares of Great Elm Capital Corp. common stock, representing 9.9% of the outstanding shares based on 12,977,834 shares outstanding as of August 27, 2025. The filing states the shares are held with shared voting and dispositive power and that the investors file as passive holders under Schedule 13G. The parties certify the stake was not acquired to change or influence control of the issuer and executed a joint filing agreement dated September 4, 2025.

Positive

• Disclosed a material 9.9% stake in Great Elm Capital Corp., improving transparency for the market
• Filed under Schedule 13G, indicating a passive investor posture rather than an active or control-seeking position
• Joint Filing Agreement executed clarifies coordination between Poor Richard LLC and Booker Smith for reporting purposes

Negative

• None.

Insights

Financial Analyst

TL;DR Disclosure of a near-10% passive stake signals a notable shareholder but no control intent.

Poor Richard LLC and Booker Smith each report beneficial ownership of 1,290,000 shares, equal to 9.9% of Great Elm Capital Corp. ownership on the stated share count. The filing under Schedule 13G and the Item 10 certification indicate a passive intent, which typically has limited immediate governance impact. For investors, this is material disclosure of concentration but does not reflect an activist or control-seeking position.

Corporate Governance Expert

TL;DR Shared voting power disclosed; joint filing formalizes coordinated reporting without claiming control.

The filing shows shared voting and dispositive power for the reported shares and includes a joint filing agreement executed September 4, 2025. The statement expressly disclaims acquisition for control purposes. From a governance perspective, the disclosure increases transparency about a significant shareholder block but does not assert board or control intentions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Great Elm Capital Corp.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

390320703

(CUSIP Number)

08/27/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 390320703

1

Names of Reporting Persons

Poor Richard LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,290,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,290,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,290,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Percentage calculated based on 12,977,834 shares of Common Stock outstanding as of August 27, 2025, as provided by the Issuer.

SCHEDULE 13G

CUSIP No. 390320703

1

Names of Reporting Persons

Booker Smith

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,290,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,290,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,290,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Percentage calculated based on 12,977,834 shares of Common Stock outstanding as of August 27, 2025, as provided by the Issuer.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Great Elm Capital Corp.
(b)	Address of issuer's principal executive offices: 3801 PGA BOULEVARD, SUITE 603, PALM BEACH GARDENS, FLORIDA, 33410.
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Poor Richard LLC, a Delaware limited liability company ("Poor Richard"), which is the holder of record of approximately 9.9% of the issued and outstanding shares of Common Stock (12,977,834) and (ii) Booker Smith, the Managing Member of Poor Richard (Poor Richard and Mr. Smith are collectively referred to as the "Reporting Persons"). Each of Poor Richard and Booker Smith disclaim any beneficial ownership of the securities other than to the extent of any pecuniary interest each of them may have therein, directly or indirectly.
(b)	Address or principal business office or, if none, residence: 500 Frank W Burr Boulevard, Suite 720, Teaneck, NJ 07666
(c)	Citizenship: See Item 4 of the cover sheet for each reporting person.
(d)	Title of class of securities: Common Stock, $0.01 par value
(e)	CUSIP No.: 390320703
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The aggregate number of shares of Common Stock beneficially owned by the Reporting Persons is as follows: Poor Richard - 1,290,000 shares; and Booker Smith - 1,290,000 shares.
(b)	Percent of class: The percentage of shares of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 12,977,834 shares of Common Stock outstanding as of August 27, 2025, as provided by the Issuer) is as follows: Poor Richard - 9.9%; and Booker Smith - 9.9%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Poor Richard - 0 Booker Smith - 0
	(ii) Shared power to vote or to direct the vote: Poor Richard - 1,290,000.00 Booker Smith - 1,290,000.00
	(iii) Sole power to dispose or to direct the disposition of: Poor Richard - 0 Booker Smith - 0
	(iv) Shared power to dispose or to direct the disposition of: Poor Richard - 1,290,000.00 Booker Smith - 1,290,000.00
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Poor Richard LLC

Signature:	/s/ Booker Smith
Name/Title:	Managing Member
Date:	09/04/2025

Booker Smith

Signature:	/s/ Booker Smith
Name/Title:	Reporting Person
Date:	09/04/2025

Comments accompanying signature: Exhibit 99.1 Joint Filing Agreement, September 4, 2025, by and between the Reporting Persons.

FAQ

What percentage of GECC does Poor Richard LLC own?

Poor Richard LLC beneficially owns 1,290,000 shares, representing 9.9% of Great Elm Capital Corp. common stock based on 12,977,834 shares outstanding as of August 27, 2025.

Is the 9.9% stake reported as passive or active for GECC?

The filing is made on Schedule 13G and includes a certification that the shares were not acquired to change or influence control, indicating a passive investment posture.

Who filed the Schedule 13G for GECC?

The statement was filed jointly by Poor Richard LLC (a Delaware limited liability company) and Booker Smith, the Managing Member of Poor Richard.

What voting and disposition rights are reported for the GECC shares?

Both Poor Richard LLC and Booker Smith report 0 sole voting power and 1,290,000 shared voting and dispositive power for the reported shares.

When was the joint filing agreement signed?

The accompanying joint filing agreement (Exhibit 99.1) is dated September 4, 2025.