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) January 232, ~~2023~~2024 (January 232, ~~2023~~2024)

KKR INCOME OPPORTUNITIES FUND

(Exact name of registrant as specified in its charter)

Delaware	811-22543	80-6247755
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
555 California Street, 50th Floor San Francisco, California		94104
(Address of principal executive offices)		(Zip Code)

555 California Street, 50th Floor

San Francisco, California

94104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (415) 315-3620

(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))

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

Title of each class Trading Symbol(s) Name of each exchange on whichregistered Common Shares of Beneficial Interest KIO New York Stock Exchange ~~Subscription Rights for Common Shares KIO.RT New York Stock Exchange~~

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On January 23, 2023,~~ KKR Income Opportunities Fund (NYSE: KIO) (the “Fund”) ~~entered~~has announced ~~into~~that aEric ~~dealer~~Mogelof ~~manager~~has ~~agreement~~resigned ~~(the “Dealer~~from ~~Manager~~his ~~Agreement”)~~role byas ~~and among the Fund~~Trustee, ~~KKR~~Chair ~~Credit Advisors (US) LLC~~ and ~~UBS~~President ~~Securities~~of ~~LLC in connection with~~ the ~~issuance by the~~ Fund, toeffective ~~the holders of record (the “Record Date Shareholders”) at the close of business on~~ January 231, 2023. ~~(the~~The ~~“Record~~Board ~~Date”) transferable rights (each a “Right” and, collectively, the “Rights”) entitling such Record Date Shareholders to subscribe for up to 6,780,105 common shares~~ of ~~beneficial interest,~~Trustees ~~par value $0.001 per share (the “Common Shares”),~~ of the Fund ~~(the~~has ~~“Offer”).~~appointed ~~The~~Rudy ~~Record~~Pimentel, ~~Date~~who ~~Shareholders~~joined ~~will~~KKR ~~receive~~as ~~one~~a ~~Right~~Managing ~~for~~Director ~~each~~in ~~outstanding~~KKR’s Global ~~Common~~Product ~~Share~~Strategy ~~owned~~Group onin ~~the~~2022, ~~Record Date. The Rights entitle the holders~~ to ~~purchase~~replace ~~one new Common Share for every three Rights held (1 for 3)~~Mr. Mogelof ~~Record~~as ~~Date~~Trustee, ~~Shareholders~~Chair ~~who~~and ~~fully~~President ~~exercise~~of ~~their~~the ~~Rights will be entitled to subscribe~~Fund, ~~subject~~effective ~~to certain limitations and subject to allotment~~January 1, ~~for~~2023. ~~additional Common Shares covered by any unexercised Rights~~Mr. Mogelof ~~Any~~remains ~~Record~~Global ~~Date~~Head ~~Shareholder~~of ~~who~~KKR’s ~~owns~~Global ~~fewer~~Client ~~than~~Solutions ~~three~~and ~~Common~~a ~~Shares~~Partner as of ~~the close of business on the Record Date is entitled to subscribe for one full Common Share in the Offer~~KKR.

The Offer is being made pursuant a prospectus supplement, dated January 23, 2023, and the accompanying prospectus, dated January 13, 2023, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-268584) previously filed with the Securities and Exchange Commission (the “Registration Statement”).

The foregoing description of the Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Dealer Manager Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference.

In connection with the Offer, the Fund entered into a Subscription Agent Agreement, dated January 23, 2023, with AST Fund Solutions, LLC (“Subscription Agent Agreement”), and an Information Agent Agreement, dated January 23, 2023, with AST Fund Solutions, LLC (“Information Agent Agreement”) to provide services with respect to the Offer.

The foregoing description is only a summary of the Subscription Agent Agreement and Information Agent Agreement and is qualified in its entirety by reference to the text of the Subscription Agent Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 10.2 and incorporated herein by reference.

Item 8.01. Other Events

On January 23, 2023, the Fund commenced the Offer pursuant to the Registration Statement. A copy of the opinion of Dechert LLP relating to the legality of the Offer is filed as Exhibit 5.1 to this report.

The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

		1.1		Dealer Manager Agreement
		5.1		Opinion of Dechert LLP
		10.1		Subscription Agent Agreement
		10.2		Information Agent Agreement
		23.1		Consent of Dechert LLP (included in Exhibit 5.1)

		99.1		Form of Notice of Guaranteed Delivery for Rights Offering
		99.2		Form of Subscription Certificate for Rights Offering
		99.3		Form of Instrument of Designation of Rights

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.

	KKR Income Opportunities Fund
Date: January 23, 2023	By:	/s/ Thomas Murphy
Date: January 2, 2024	By:	/s/ Thomas Murphy
	Name:	Thomas Murphy
	Title:	Chief Financial Officer

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