UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~May 229, 2020

Flat Rock Capital Corp.

Flat Rock Capital Corp.
(Exact Name of Registrant as Specified in Its Charter)

Maryland	000-55767	82-0894786
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


1350 6^th Avenue, 18^th Floor New York, NY 10019
(Address of principal executive offices)

(212) 596-3413
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

(Exact Name of Registrant as Specified in Its Charter)

Maryland		000-55767		82-0894786
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1350 6th Avenue, 18th Floor New York, NY 10019

(Address of principal executive offices)

(212) 596-3413

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x

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 13(a) of the Exchange Act. x

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Item 38.0201 ~~Unregistered~~Other ~~Sales of Equity Securities~~Events

On ~~January~~May 3129, 2020, and ~~Flat~~in ~~Rock~~connection ~~Capital~~with ~~Corp.~~its ~~(the~~policies ~~“Company”)~~and ~~accepted~~procedures ~~subscriptions~~related ~~for~~to ~~approximately~~its ~~7,606~~private ~~shares~~offering of ~~its~~shares, ~~common~~Flat ~~stock, par~~Rock ~~value~~Capital $0Corp.~~001~~ ~~per share~~ (the “~~Common Stock~~Company”)~~, at $19.72 per share, for aggregate proceeds of approximately $150,000,~~ ~~which~~determined ~~constituted~~its ~~less~~net ~~than~~asset 1%value ofas ~~the outstanding shares~~ of ~~the Company on~~ such date. Onwas ~~March~~$19.32 2,per ~~2020,~~share. ~~the~~No ~~Company accepted subscriptions for approximately 34,862~~ shares ofwere ~~its~~issued ~~Common Stock,~~ at ~~$19.79~~the ~~per~~May ~~share~~29, ~~for~~2020 ~~aggregate proceeds of approximately $689,925~~closing.

With respect to both the issuance of shares on January 31, 2020 and the issuance of shares on March 2, 2020, no underwriting discounts or commissions have been or will be paid. The issuances of Common Stock are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof. The Company has not engaged in general solicitation or advertising with regard to the issuances and sales of Common Stock and has not offered securities to the public in connection with such issuances and sales.1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Flat Rock Capital Corp.
Dated: March 5, 2020	By:	/s/ Robert K. Grunewald
Dated: June 22, 2020	By:	/s/ Robert K. Grunewald
	Name:	Robert K. Grunewald
	Title:	Chief Executive Officer

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