Item 8.01. Other Events.



This Current Report on Form 8-K includes as an exhibit a consent of PricewaterhouseCoopers LLP, Oxford Lane Capital Corp.'s (the "Company") independent auditor, related to the incorporation by reference into the Company's Registration Statement on Form N-2 (File No. 333-236574) (the "Registration Statement") of its report, dated May 12, 2021, relating to the Company's financial statements, which were included in the Company's Annual Report on Form N-CSR for the year ended March 31, 2021, filed with the Securities and Exchange Commission on May 12, 2021.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits




EXHIBIT
 NUMBER    DESCRIPTION

  23.1       Consent of Independent Registered Public Accounting Firm (filed
           herewith)

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