UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-23328

Flat Rock Opportunity Fund

(Exact name of registrant as specified in charter)

680 S Cache Street, Suite 100, P.O. Box 7403, Jackson, WY 83001

(Address of principal executive offices) (Zip code)

Robert K. Grunewald

Chief Executive Officer

680 S Cache Street, Suite 100

P.O. Box 7403

Jackson, WY 83001

(Name and address of agent for service)

Registrant’s telephone number, including area code: (307) 500-5200

Copy to:

Owen J. Pinkerton, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, D.C. 20001-3980

(202) 383-0262

Date of fiscal year end: December 31

Date of reporting period: July 1, 2022 - June 30, 2023

Item 1 – Proxy Voting Record.

Flat Rock Opportunity Fund did not vote any proxies or have any securities that were subject to a vote during the annual period ended June 30, 2023.

SIGNATURE

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.