Correspondence 0001213900-25-036066 from Flat Rock Opportunity Fund (CIK 0001732078)
Flat Rock Opportunity Fund (CIK 0001732078)
Date: April 28, 2025 · CIK: 0001732078 · Accession: 0001213900-25-036066
AI Filing Summary & Sentiment
File numbers found in text: 333-237929, 811-23328
Letter
U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Flat Rock Opportunity Fund, Registration Statement on Form N-2 (File Nos. 333-237929 and 811-23328)
Dear Ms. Ezra:
On February 28, 2025, Flat Rock Opportunity Fund (the “Fund” or the “Registrant”) filed Post-Effective Amendment No. 8 to its Registration Statement on Form N-2 pursuant to Rule 486(a) under the Securities Act of 1933, as amended. The Registrant has revised the disclosure in its prospectus and statement of additional information in response to oral comments provided by you on April 11, 2025. Please find below a reiteration of your comments and the Fund’s responses, which the Fund has authorized Eversheds Sutherland (US) LLP to make on its behalf. Capitalized terms not defined herein have the meaning ascribed to them in the prospectus and statement of additional information.
Prospectus Summary
Comment 1. Referring to the first paragraph in the section titled “The Fund,” please consider adding Flat Rock Global, LLC’s assets under management as of December 31, 2024.
Response. The Registrant has added disclosure regarding Flat Rock Global, LLC’s assets under management.
Comment 2. Referring to the second paragraph in the section “Investment Objective and Policies,” please confirm that the disclosure refers to registered investment companies. If it does not, please clarify what types of investment companies are being referred to.
Response. The Registrant has revised this disclosure to clarify that the disclosure refers to registered investment companies.
Fund Expenses
Comment 3. Please provide a completed fee table and expense example for our review.
Response. The Registrant has provided a completed fee table and expense example supplementally to the Staff.
***
Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
Kalkidan Ezra
April 28, 2025
Page 2
Should you have any questions concerning this response, please contact me at (202) 383-0262.
Sincerely,
/s/ Owen J. Pinkerton
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Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001-3980
D: +1 202.383.0262
F: +1 202.637.3593
owenpinkerton@
eversheds-sutherland.com
April 28, 2025
Kalkidan Ezra
Law Clerk
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Flat Rock Opportunity Fund, Registration Statement on Form N-2 (File Nos. 333-237929 and 811-23328)
Dear Ms. Ezra:
On February 28, 2025, Flat Rock Opportunity Fund
(the “Fund” or the “Registrant”) filed Post-Effective Amendment No. 8 to its Registration Statement on Form N-2
pursuant to Rule 486(a) under the Securities Act of 1933, as amended. The Registrant has revised the disclosure in its prospectus and
statement of additional information in response to oral comments provided by you on April 11, 2025. Please find below a reiteration of
your comments and the Fund’s responses, which the Fund has authorized Eversheds Sutherland (US) LLP to make on its behalf. Capitalized
terms not defined herein have the meaning ascribed to them in the prospectus and statement of additional information.
Prospectus Summary
Comment 1. Referring to the first paragraph in the
section titled “The Fund,” please consider adding Flat Rock Global, LLC’s assets under management as of December 31,
2024.
Response. The Registrant has added disclosure regarding Flat Rock Global, LLC’s assets under management.
Comment 2. Referring to the second paragraph in the
section “Investment Objective and Policies,” please confirm that the disclosure refers to registered investment companies.
If it does not, please clarify what types of investment companies are being referred to.
Response. The Registrant has revised this disclosure to clarify that the disclosure refers to registered investment
companies.
Fund Expenses
Comment 3. Please
provide a completed fee table and expense example for our review.
Response. The Registrant has provided a completed fee table and expense example supplementally to the Staff.
***
Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
Kalkidan Ezra
April 28, 2025
Page 2
Should you have
any questions concerning this response, please contact me at (202) 383-0262.
Sincerely,
/s/ Owen J. Pinkerton
Owen J. Pinkerton
cc: Krisztina Nadasdy, Eversheds Sutherland (US)
LLP