psec-20260806

As filed with the Securities and Exchange Commission on August 6, 2026

Registration No. 333-293349

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-2


☒ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
			☐ PRE-EFFECTIVE AMENDMENT NO. ☒ POST-EFFECTIVE AMENDMENT NO. 21

PROSPECT CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

10 East 40th Street, 42nd Floor

New York, NY 10016

(Address of Principal Executive Offices)

(212) 448-0702

(Registrant’s Telephone Number, including Area Code)

John F. Barry III

Kristin L. Van Dask

c/o Prospect Capital Management L.P.

10 East 40th Street, 42nd Floor

New York, NY 10016

(212) 448-0702

(Name and Address of Agent for Service)

Copies to:


Kenneth E. Burdon, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 212-455-2000

______________________________________

Approximate Date of Proposed Public Offering: From time to time after the effective date of this Registration Statement.

______________________________________

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 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan, 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
☐			Immediately upon filing pursuant to paragraph (b)
☐			60 days after filing pursuant to paragraph (a)
☐			On (date) pursuant to paragraph (a)

If appropriate, check the following box:


☐			This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
☐			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(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-269714.

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 Amendment No. 21 to the Registration Statement on Form N-2 (File No. 333-293349) of Prospect Capital Corporation (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 exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 21 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 21 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 21 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

C-1

PART C—OTHER INFORMATION

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

(1) Financial Statements

The following statements of Prospect Capital Corporation (the “Company” or the “Registrant”) are incorporated by reference into Part A of this Registration Statement:

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Assets and Liabilities as of June 30, 2022 and June 30, 2021

Consolidated Statements of Operations for the years ended June 30, 2022, 2021 and 2020

Consolidated Statements of Changes in Net Assets and Temporary Equity for the years ended June 30, 2022, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended June 30, 2022, 2021 and 2020

Consolidated Schedules of Investments as of June 30, 2022 and June 30, 2021

Notes to Consolidated Financial Statements

National Property REIT Corp. Financial Statements

First Tower Finance Company LLC Financial Statements

Consolidated Statements of Assets and Liabilities as of December 31, 2022 (unaudited) and June 30, 2022

Consolidated Statements of Operations for the three and six months ended December 31, 2022 and December 31, 2021 (unaudited)

Consolidated Statements of Changes in Net Assets and Temporary Equity for the six months ended December 31, 2022 and December 31, 2021 (unaudited)

Consolidated Statements of Cash Flows for the six months ended December 31, 2022 and December 31, 2021 (unaudited)

Consolidated Schedules of Investments as of December 31, 2022 (unaudited) and June 30, 2021

Notes to Consolidated Financial Statements

(2) Exhibits

The agreements included or incorporated by reference as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.


						Description
(a)(1)						Articles of Amendment and Restatement(40)
(a)(2)						Articles of Amendment(78)
(a)(3)						Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation (79)
(a)(4)						Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation (81)
(a)(5)						Certificate of Correction to the Articles Supplementary of Prospect Capital Corporation(82)
(a)(6)						Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation(103)
(a)(7)						Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation(114)
(a)(8)						Certificate of Correction to Articles Supplementary of Prospect Capital Corporation(115)
(a)(9)						Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation(146)
(a)(10)						Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation(162)
(a)(11)						Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation(179)

C-2


						Description
(a)(12)						Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation(181)
(b)(1)						Amended and Restated Bylaws(47)
(c)						Not Applicable
(d)(1)						Form of Share Certificate(1)
(d)(2)						Statement of Eligibility of U.S. Bank National Association on Form T-1(199)
(d)(3)						Indenture dated as of February 16, 2012, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as Trustee(6)
(d)(4)						Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee (7)
(d)(5)						Twenty-Second Supplemental Indenture dated as of November 23, 2012, to the U.S. Bank Indenture and Form of 6.625% Prospect Capital InterNote® due 2042(8)
(d)(6)						Twenty-Fourth Supplemental Indenture dated as of November 29, 2012, to the U.S. Bank Indenture and Form of 5.750% Prospect Capital InterNote® due 2032(9)
(d)(7)						Twenty-Fifth Supplemental Indenture dated as of November 29, 2012, to the U.S. Bank Indenture and Form of 6.500% Prospect Capital InterNote® due 2042(10)
(d)(8)						Thirty-Ninth Supplemental Indenture dated as of January 4, 2013, to the U.S. Bank Indenture and Form of 4.875% Prospect Capital InterNote® due 2031(11)
(d)(9)						Forty-Second Supplemental Indenture dated as of January 10, 2013, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2031(12)
(d)(10)						Forty-Fifth Supplemental Indenture dated as of January 17, 2013, to the U.S. Bank Indenture and Form of 4.625% Prospect Capital InterNote® due 2031(13)
(d)(11)						Forty-Eighth Supplemental Indenture dated as of January 25, 2013, to the U.S. Bank Indenture and Form of 4.500% Pr