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): August 1431, 2020

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

(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~~

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 58.0201 ~~Departure~~Other ~~of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.~~Events

On August 1431, 2020, ~~Michael~~Flat LRock Capital Corp. ~~Schwarz~~(the ~~resigned as~~“Company”) aaccepted ~~member~~subscriptions offor ~~the~~approximately ~~Board~~21,519 shares of its ~~Directors~~common stock, par value $0.001 per share (the “~~Board~~Common Stock”), ~~and~~at ~~chairman~~$19.75 ofper ~~the~~share, ~~audit~~for ~~committee~~aggregate proceeds of $425,000, ~~Flat~~which ~~Rock~~constituted ~~Capital~~less ~~Corp. (~~than 1% of the ~~“Company”).~~outstanding ~~Mr.~~shares ~~Schwarz’s~~of ~~resignation~~the asCompany aon ~~director~~such date and was, therefore, not reported through the ~~result~~filing of ~~any~~a ~~disagreement~~Current ~~with~~Report ~~the Company~~ on ~~any~~Form ~~matter~~8-K ~~relating~~under toItem ~~the~~3.02 ~~Company’s~~Unregistered ~~operations,~~Sale ~~policies~~of orEquity ~~practices~~Securities.

OnNo underwriting ~~August~~discounts ~~20,~~or ~~2020,~~commissions have been or will be paid in connection with the ~~Board~~sale ~~appointed~~of Mrsuch Common Stock. The issuance ~~Marshall~~of ~~Durston~~the toCommon ~~fill~~Stock is exempt from the ~~vacancy~~registration onrequirements of the ~~Board~~Securities ~~and~~Act ~~audit~~of ~~committee~~1933, ~~created~~as byamended, ~~the~~pursuant ~~resignation~~to Section 4(a)(2) and Rule 506(b) of ~~Mr.~~Regulation ~~Schwarz.~~D Mrthereof. ~~Durston’s~~The Company has not engaged in general solicitation or advertising with regard ~~biographical~~to ~~information~~the isissuance ~~set~~and ~~forth~~sale ~~below~~of the Common Stock and has not offered securities to the public in connection with such issuance and sale.

Since 2010, Mr. Durston has served as Managing Director of Spaulding & Slye Investments, a wholly owned subsidiary of Jones Lang LaSalle (“JLL”). In his capacity as Managing Director, he is responsible for the performance of a portfolio of properties valued at approximately $1 billion. From 2006 to 2010, prior to the acquisition of Spaulding and Slye Investments by JLL, he served as President of Spaulding & Slye Investments, and between 1983 and 2006 he served in various roles within the company, including Regional Director of the Mid-Atlantic Region and Chief Investment Officer. Mr. Durston holds a B.A. in Economics from Dennison University. Mr. Durston also sits on the Board of Trustees of New Hope Housing, and the Bucknell University Advisory Board and Career Development Committee.

There are no arrangements or understandings between Mr. Durston and any other person pursuant to which he was selected as director. There are no relationships between Mr. Durston and the Company or any related person that would require disclosure pursuant to Item 404(a) of Regulation S-K.

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.		~~Flat Rock Capital Corp.~~
Dated: August 20, 2020			By:	/s/ Robert K. Grunewald
Dated: September 10, 2020	By:	/s/ Robert K. Grunewald
	Name:	Robert K. Grunewald	~~Name:~~	~~Robert K. Grunewald~~
	Title:	Chief Executive Officer	~~Title:~~	~~Chief Executive Officer~~

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