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Flat Rock Core Income Fund

01/30/2023 | Press release | Distributed by Public on 01/30/2023 13:04

Post-Effective Amendment to Registration Statement - Form POS EX

As filed with the Securities and Exchange Commission on January 30, 2023

Registration File No. 333-240039

Registration File No. 811-23579

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 4

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 7

Flat Rock Core Income Fund

(Exact Name of Registrant as Specified in Charter)

Robert K. Grunewald

Chief Executive Officer

680 S. Cache Street, Suite 100,

P.O. Box 7403,

Jackson, WY83001

(307)500-5200

(Address and Telephone Number, Including Area Code, of Principal Executive Offices)

The Corporation Trust Company

Corporation Trust Center

1209 Orange St.

Wilmington, DE19801

(Name and Address of Agent for Service)

Copies to:

Owen J. Pinkerton, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001

(202)383-0262

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. 4 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 (a)(6) 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

(a)(6) Supplement to Preferred Appendix of the Second Amended and Restated Agreement and Declaration of Trust for 4.50% Series B Cumulative Term Preferred Shares Due 2025.*
* Filed herewith.

C-1

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 Jackson, State of Wyoming, on the 30th day of January 2023.

FLAT ROCK CORE INCOME FUND
By: /s/ Robert K. Grunewald
Robert K. Grunewald
Chief Executive Officer

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 January 30, 2023
Robert K. Grunewald Chief Executive Officer (Principal Executive Officer)
/s/ Ryan Ripp Chief Financial Officer (Principal Financial and January 30, 2023
Ryan Ripp Accounting Officer)
* Independent Trustee January 30, 2023
R. Scott Coolidge
* Independent Trustee January 30, 2023
Marshall H. Durston
* Independent Trustee January 30, 2023
Paul E. Finnen
* By: /s/ Robert K. Grunewald

Attorney-in-fact, Power of Attorney Granted Pursuant to Pre-Effective Amendment No. 2 and Post-Effective Amendment No. 1 to the Registration Statement

C-2