As filed with the Securities and Exchange Commission on December 16, 2020
Registration File No. 333-240039
Registration File No. 811-23579
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-2
þ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
☐ Pre-Effective Amendment No.
☒ Post-Effective Amendment No. 1
þ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
☒ Amendment No. 4
Flat Rock Core Income Fund
(Exact Name of Registrant as Specified in Charter)
Robert K. Grunewald
Chief Executive Officer
1350 6th Avenue, 18th Floor
New York, NY 10019
(212) 596-3413
(Address and Telephone Number, Including Area Code, of Principal Executive Offices)
The Corporation Trust Company
Corporation Trust Center
1209 Orange St.
Wilmington, DE 19801
(Name and Address of Agent for Service)
Copies to:
Owen J. Pinkerton, Esq.
Thompson Hine LLP
1919 M Street, N.W.
Washington, DC 20036
(202) 331-8800
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box ☐
If any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (the “Securities Act”), other than securities offered in connection with dividend or interest reinvestment plans, check the following box ☒
If this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box ☐
If this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box ☐
It is proposed that this filing will become effective (check appropriate box):
☐ when declared effective pursuant to Section 8(c) of the Securities Act
If appropriate, check the following box:
☐ This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment][registration statement].
☐ This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: _______.
☐ This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.
☒ This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-240039.
Check each box that appropriately characterizes the Registrant:
| ☒ | Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)). |
| ☐ | Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act. |
| ☒ | Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
| ☐ | A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
| ☐ | Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
| ☐ | Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934). |
| ☐ | If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |
| ☒ | New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
Explanatory Note
This Post-Effective No. 1 to the Registration Statement on Form N-2 (File Nos. 333-240039 and 811-23579) of Flat Rock Core Income Fund (as amended, the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing Exhibit (k)(2) to the Registration Statement. No changes have been made to Part A, B or Part C of the Registration Statement, other than Item 25(2) of Part C as set forth below.
PART C — OTHER INFORMATION
Item 25. Financial Statements and Exhibits
(2) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of December, 2020.
| | FLAT ROCK CORE INCOME FUND |
| | |
| | By: | /s/ Robert K. Grunewald |
| | | Robert K. Grunewald |
| | | Chief Executive Officer |
The undersigned trustee of Flat Rock Core Income Fund hereby constitutes and appoints Robert K. Grunewald and Richard A. Petrocelli, and each of them with full power to act without the other and with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact with full power to execute in his name and on his behalf in the capacities indicated below, this Registration Statement on Form N-2 and any and all amendments thereto, including post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and thereby ratify and confirm that all such attorneys-in-fact, or any of them, or their substitutes shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Robert K. Grunewald | | Chairman of the Board of Trustees and
| | December 16, 2020 |
Robert K. Grunewald
(Principal executive officer) | | Chief Executive Officer | | |
| | | | | |
| /s/ Richard A. Petrocelli | | Chief Financial Officer | | December 16, 2020 |
Richard A. Petrocelli
(Principal financial and accounting officer) | | | | |
| | | | | |
| * | | Independent Trustee | | December 16, 2020 |
| R. Scott Coolidge | | | | |
| | | | | |
| * | | Independent Trustee | | December 16, 2020 |
| Marshall H. Durston | | | | |
| | | | | |
/s/ Paul E. Finnen | | Independent Trustee | | December 16, 2020 |
| Paul E. Finnen | | | | |
| | | | | |
| * By: | /s/ Robert K. Grunewald | | | | |
| | Attorney-in-fact, Power of Attorney Granted Pursuant to Pre-Effective Amendment No. 2 to the Registration Statement | | | | |
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