N-2MEF

As filed with the Securities and Exchange Commission on October 18, 2017

1933 Act File No. 333-_______

1940 Act File No. 811-23067

U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM N-2

(Check appropriate box or boxes)

[ X ] Registration Statement Under the Securities Act of 1933

[     ] Pre-Effective Amendment No. _

[     ] Post-Effective Amendment No. _

and

[ X ] Registration Statement Under the Investment Company Act of 1940

[ X ] Amendment No. 11

RiverNorth Marketplace Lending Corporation

Exact Name of Registrant as Specified in Declaration of Trust

325 North LaSalle Street, Suite 645, Chicago, Illinois 60654

Address of Principal Executive Offices (Number, Street, City, State, Zip Code)

(312) 832-1440

Registrant’s Telephone Number, including Area Code

Marc Collins, Esq.

RiverNorth Capital Management, LLC

325 North LaSalle Street, Suite 645

Chicago, Illinois 60654

Name and Address (Number, Street, City, State, Zip Code) of Agent for Service

Copies of Communications to:

Morrison C. Warren, Esq.Walter L. Draney, Esq.E. Roy Kim, Esq.Chapman and Cutler LLP111 West Monroe Street Chicago, Illinois 60603 Brad L. Shiffman, Esq.Thomas Westle, Esq.405 Lexington Avenue New York, New York 10174

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement

If any of the securities being registered on this form are offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. [  ]

It is proposed that this filing will become effective (check appropriate box)

[  ] when declared effective pursuant to section 8(c)

If appropriate, check the following box

[  ] This post-effective amendment designates a new effective date for a previously filed registration statement.

[X] 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 333-218851

Calculation of Registration Fee Under the Securities Act of 1933

Title of Securities Being Registered	Amount Being Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee(2)
Series A Term Preferred Stock	276,000	$25	$6,900,000	$859.05

(1) 216,000 of such shares may be purchased pursuant to an over-allotment option granted by the Registrant to the Underwriters.

(2) Estimated solely for the purpose of calculating the registration fee.

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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

The Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form N-2 (Reg. No. 333-218851) filed by RiverNorth Marketplace Lending Corporation (the “Registrant”) with the Securities and Exchange Commission, declared effective October 17, 2017, are incorporated herein by reference. On October 16, the Registrant registered 1,380,000 shares of preferred stock in Pre-Effective Amendment No. 4 to the Registrant’s Registration Statement filed on Form N-2. When the shares of preferred stock previously registered are combined with the shares of preferred stock registered herein, the total number of shares registered by the Registrant is 1,656,000 shares. Any required consents are listed on an Exhibit Index attached hereto and are filed herewith.

PART C - OTHER INFORMATION

Item 25: Financial Statements and Exhibits

1. Financial Statements:

The following financial statements of the Registrant are included in Part A of the Registration Statement (File No. 333-218851). Also, the Registrant’s Form N-CSR filed on September 8, 2017 is incorporated by reference into such Registration Statement.

INDEX TO FINANCIAL STATEMENTS

Page

STATEMENT OF ASSETS AND LIABILITIES	F-2
SUMMARY OF SCHEDULE OF INVESTMENTS	F-3
STATEMENT OF OPERATIONS	F-7
STATEMENT OF CHANGES IN NET ASSETS	F-8
STATEMENT OF CASH FLOWS	F-9
FINANCIAL HIGHLIGHTS	F-10
NOTES TO FINANCIAL STATEMENTS	F-11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-19

2. Exhibits:

a.1 Articles of Incorporation. (1)

a.2 Articles of Amendment and Restatement. (3)

b. By-Laws of Fund. (3)

c. None.

d. Statement Establishing and Fixing the Rights and Preferences of Preferred Shares. *

e. Terms and Conditions of the Dividend Reinvestment Plan. (3)

f. None.

g. Form of Investment Management Agreement between Registrant and RiverNorth Capital Management, LLC. (3)

h. Form of Underwriting Agreement. (4)

i. None.

j.1 Form of Custody Agreement between Registrant and Millenium Trust Company. (3)

j.2 Form of Custody Agreement between Registrant and Fund Transfer Agent. (3)

k.1 Form of Transfer Agency Agreement between Registrant and Fund Transfer Agent. (3)

k.2 Form of Servicing Agreement. (3)

k.3 Letter Agreement with RiverNorth Capital Management, LLC. (3)

k.4 Credit Agreement with The Huntington National Bank. (4)

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k.5 First Amendment to Credit Agreement. (5)

l.1 Opinion and consent of Chapman and Cutler LLP. **

l.2 Opinion and consent of Maryland counsel. **

l.3 Opinion and consent of Chapman and Cutler relating to certain tax matters. (5)

m. None.

n. Consent of Independent Registered Public Accounting Firm. **

o. None.

p. Form of Subscription Agreement. (3)

q. None.

r.1 Code of Ethics of Registrant. (3)

r.2 Code of Ethics of RiverNorth Capital Management, LLC. (2)

s. Powers of Attorney. (4)

* To be filed by amendment.

** Filed herein.

(1) Filed on June 11, 2015 on Registrant’s Registration Statement on Form N-2 (File No. 333-2048886) and incorporated herein by reference.

(2) Filed on October 9, 2015 on Registrant’s Registration Statement on Form N-2 (File No. 333-204886) and incorporated herein by reference.

(3) Filed on August 17, 2016 on Registrant’s Registration Statement on Form N-2 (File No. 333-204886) and incorporated herein by reference.

(4) Filed on October 2, 2017 on Registrant’s Registration Statement on Form N-2 (File No. 333-218851) and incorporated herein by reference.

(5) Filed on October 11, 2017 on Registrant’s Registration Statement on Form N-2 (File No. 333-218851) and incorporated herein by reference.

Item 26: Marketing Arrangements

See the Form of Underwriting Agreement filed as Exhibit (h) to the Registrant’s Registration Statement.

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Item 27: Other Expenses of Issuance and Distribution

Securities and Exchange Commission Fees	$5,200
Financial Industry Regulatory Authority, Inc. Fees	- -
Printing and Engraving Expenses	- -
Legal Fees	$285,000
Listing Fees	$20,000
Accounting Expenses	$5,000
Blue Sky Filing Fees and Expenses	- -
Miscellaneous Expenses	$25,000
Total	$340,200

Item 28: Persons Controlled by or under Common Control with Registrant

Not applicable.

Item 29: Number of Holders of Securities

At August 31, 2017

Title of Class	Number of Record Holders
Common Shares, $0.0001 par value	2,191
Preferred Shares
Term Preferred Stock	0
Total

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Item 30: Indemnification

Section 7.2 of the Charter provides, subject to the limitations of the 1940 Act, that any person who is made a party or is threatened to be made a party in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is a current or former director or officer of the Corporation, or is or was serving while a director or officer of the Corporation as a director, officer, partner, trustee, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust, enterprise, or employee benefit plan, shall be indemnified by the Corporation against judgments, penalties, fines, excise taxes, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with such action, suit, or proceeding to the fullest extent permissible under Maryland law, the Securities Act, and the 1940 Act, as such statutes are now or hereinafter in force. In addition, the Corporation shall advance expenses to its current and former directors and officers who are made, or are threatened to be made, parties to any action, suit, or proceeding described above to the fullest extent that advancement of expenses is permitted by Maryland law, the Securities Act and the 1940 Act. The Board of Directors, by Bylaw, resolution, or agreement, may make further provision for indemnification of directors, officers, employees, and agents to the fullest extent permitted by Maryland law. No provision of this Article VII shall be effective to protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its security holders to which she or he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of her or his office. Upon the direction of the Board of Directors, an advancement-of-costs agreement may be required in order to require the repayment of reimbursed expenses in the event that the foregoing exclusion was later determined to apply.

Reference is made to Section 8 of the Form of Underwriting Agreement, filed herewith as Exhibit (h).

Item 31: Business and Other Connections of Investment Advisers

The information in the Statement of Additional Information under the captions “Board Members and Officers” is hereby incorporated by reference.

Item 32: Location of Accounts and Records.

RiverNorth Capital Management, LLC maintains the Articles of Incorporation, Articles of Amendment and Restatement, By-Laws, minutes of directors and shareholders meetings and contracts of the Registrant, all advisory material of the investment adviser, all general and subsidiary ledgers, journals, trial balances, records of all portfolio purchases and sales, and all other required records.

Item 33: Management Services

Not applicable.

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Item 34: Undertakings

1. Registrant undertakes to suspend the offering of its shares until it amends its prospectus if (1) subsequent to the effective date of its Registration Statement, the net asset value declines more than 10 percent from its net asset value as of the effective date of the Registration Statement, or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.

2. Not applicable.

3. Not applicable.

4. The Registrant undertakes (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(1) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(2) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(3) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(b) that for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(d) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the Registrant is subject to Rule 430C; each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act of 1933, shall be deemed to be part of and included in this Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in this Registration Statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is art of this registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supercede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such date of first use;

(e) that for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

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The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act of 1933;

(2) the portion of any advertisement pursuant to Rule 482 under the Securities Act of 1933 relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

5. The Registrant undertakes that:

a. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 497(h) under the Securities Act of 1933 shall be deemed to be part of the Registration Statement as of the time it was declared effective; and

b. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

6. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Chicago, and State of Illinois, on the 18^th day of October, 2017.

RiverNorth Marketplace Lending Corporation
By:	/s/ Patrick W. Galley
	Patrick W. Galley, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title		Date
By:	/s/ Patrick W. Galley
	Patrick W. Galley	President (Principal Executive Officer)		October 18, 2017
By:	/s/ Jonathan M. Mohrhardt
	Jonathan M. Mohrhardt	Chief Financial Officer and Treasurer (Principal Financial Officer/Principal Accounting Officer)		October 18, 2017
By:	/s/ Patrick W. Galley
	Patrick W. Galley	Chairman of the Board and Director
John K. Carter(1)		Director	)	By:	/s/ Patrick W. Galley
James G. Kelley(1)		Director	)		Patrick W. Galley Attorney-In-Fact
John S. Oakes(1)		Director	)		October 18, 2017
Fred G. Steingraber(1)		Director	)

⁽¹⁾ Original powers of attorney authorizing Joshua B. Deringer, Diane E. McCarthy and Patrick W. Galley to execute Registrant’s Registration Statement, and Amendments thereto, for the trustees of the Registrant on whose behalf this Registration Statement is filed, were previously executed and filed on October 2, 2017 as an Exhibit to the Registrant’s Registration Statement on Form N-2 (File No. 333-218851).

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INDEX TO EXHIBITS

l.1	Opinion of Chapman and Cutler LLP.
l.2	Opinion and Consent of Maryland Counsel.
n.	Consent of Independent Registered Public Accounting Firm.

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EX-99.25.2.L.1

[C&C Letterhead]

October 18, 2017

RiverNorth Marketplace Lending Corporation

325 North LaSalle Street, Suite 645

Chicago, Illinois 60654

Re: RiverNorth Marketplace Lending Corporation

Ladies and Gentlemen:

We have acted as counsel for RiverNorth Marketplace Lending Corporation (the “Fund”) (i) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of certain of its shares of preferred stock (the “Shares”) covered by Registration Statement No. 333‑218851 on Form N‑2 (the “Basic Registration Statement”), and (ii) in connection with the registration under the Act of certain of its shares of preferred stock (the “462(b) Shares”) covered by the Registration Statement on Form N-2 filed pursuant to Rule 462(b) under the Act (such registration statement, at the time it became effective, being referred to herein as the “462(b) Registration Statement” and, together with the Basic Registration Statement, the “Registration Statement”).

In this connection we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate and other records, certificates and other papers as we deemed it necessary to examine for the purpose of this opinion, including the charter, articles supplementary and by-laws of the Fund, actions of the board of directors of the Fund authorizing the issuance of shares of the Fund and the Registration Statement.

We assume that, upon sale of the 462(b) Shares, the Fund will receive the authorized consideration therefor.

Based upon the foregoing, we are of the opinion that, when the 462(b) Shares are issued and sold after the 462(b) Registration Statement has been declared effective and the authorized consideration therefor is received by the Fund, they will be legally issued, fully paid and nonassessable by the Fund.

In rendering the foregoing opinion, we have relied upon the opinion of Shapiro Sher Guinot & Sandler, P.A. expressed in their letter to us dated October 18, 2017.

We consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement.  In giving this consent, we do not admit that we are in the category of persons whose consent is required under section 7 of the Act.

RiverNorth Marketplace Lending Corporation

October 18, 2017

Page 2

Very truly yours,

/s/ Chapman and Cutler LLP

EX-99.25.2.L.2

October 18, 2017

RiverNorth Marketplace Lending Corporation

325 North LaSalle Street

Suite 645

Chicago, Illinois 60654

Re: Rule 462(b) Registration Statement Relating to Registration Statement on Form N-2 (File No. 333-218851)

Ladies and Gentlemen:

We have acted as special “Maryland law” counsel to RiverNorth Marketplace Lending Corporation, a Maryland corporation (the “Fund”), and a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), in connection with filing of the Fund’s Registration Statement on Form N-2 with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “1933 Act”) on or about October 18, 2017 (the “Registration Statement”), with respect to certain of its shares of preferred stock, $0.0001 par value per share, of the Fund (the “Preferred Shares”). This opinion is being furnished to you at your request.

I. Documents Reviewed and Matters Considered

In our capacity as counsel to the Fund and for purposes of this opinion, we have examined the following documents (all of which are collectively called the “Documents”):

(i)the Registration Statement in the form in which it was transmitted to the Commission under the 1933 Act;

(ii)the charter of the Fund (the “Charter”), certified by the Maryland State Department of Assessments and Taxation (the “SDAT”);

(iii)a draft of the Articles Supplementary of the Fund classifying certain unissued stock as the Preferred Shares, in the form to be filed with the SDAT (the “Articles Supplementary”);

(iv)the Bylaws of the Fund (the “Bylaws”), certified as of the date hereof by an officer of the Fund;

(v)a Certificate of Status of the SDAT to the effect that the Fund is in good standing, dated October 17, 2017;

RiverNorth Marketplace Lending Corporation

October 18, 2017

Page 2

(vi)resolutions adopted by the Board of Directors (the “Board”) of the Fund relating to the issuance of the Preferred Shares by the Fund and the appointment of a pricing committee of the Board (the “Pricing Committee”), certified as of the date hereof by an officer of the Fund (the “Board Resolutions”);

(vii)minutes of the meeting of the Pricing Committee on October 18, 2017 (together with the Board Resolutions, the “Resolutions”);

(viii)a certificate executed by an officer of the Fund, dated as of the date hereof, as to such matters as we deem necessary and appropriate to enable us to render this opinion letter; and

(ix)such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the assumptions, qualifications, and limitations noted herein.

II. Assumptions

In reaching the opinions set forth below, we have assumed the following:

(a)Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

(b)Each individual executing any of the Documents on behalf of a party (other than the Fund) is duly authorized to do so.

(c)All Documents submitted to us as originals are authentic.  All Documents submitted to us as certified, photostatic, or other copies conform to the original documents.  All Documents upon which we have relied are accurate and complete.  All public records reviewed or relied upon by us or on our behalf are true and complete and remain so as of the date of this letter.

(d)The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered.

(e)All representations, warranties, statements and information contained in the Registration Statement are accurate and complete.

(f)All signatures on the Documents submitted to us for examination are genuine.

(g)There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any of the provisions of the Documents, by actions or omission of the parties or otherwise.

RiverNorth Marketplace Lending Corporation

October 18, 2017

Page 3

(h)Each individual executing a certificate is authorized to do so and has knowledge about all matters stated therein.  The contents of each such certificate are accurate and complete and remain so as of the date of this letter.

(i)Prior to the issuance of any of the Preferred Shares, the Articles Supplementary will be filed with, and accepted for record by, the SDAT (the “Corporate Proceedings”).

III. Opinions

Based on our review of the foregoing and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion, as of the date of this letter, that:

1.The Fund is a corporation duly incorporated and, based solely on the Certificate of Good Standing issued by the SDAT dated October 17, 2017, the Fund is validly existing and in good standing under the MGCL.

2.Upon the completion of the Corporate Proceedings, the issuance of the Preferred Shares will be duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the Charter, the Bylaws, the Resolutions, and the Corporate Proceedings, the Preferred Shares will be validly issued, fully paid, and nonassessable.

IV. Qualifications and Limitations

In addition to the other matters set forth in this letter, the opinions set forth herein are also subject to the following qualifications:

(A)We express no opinion as to the laws of any jurisdiction other than the laws of the State of Maryland and as used herein “law” means such laws.  We express no opinion as to the principles of conflict of laws of any jurisdiction, including the laws of the State of Maryland.

(B)We assume no obligation to supplement our opinions if any applicable law changes after the date of this letter or if we become aware of any facts that might change the opinions expressed in this letter after the date of this letter.

(C)The opinions expressed in this letter are limited to the matters set forth in this letter, and no other opinions shall be implied or inferred beyond the matters expressly stated.

(D)This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement.  We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

RiverNorth Marketplace Lending Corporation

October 18, 2017

Page 4

Very truly yours,

SHAPIRO SHER GUINOT & SANDLER, P.A.

EX-99.25.2.N

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

RiverNorth Marketplace Lending Corporation:

We consent to the use of our reports dated August 29, 2017, with respect to the financial statements of RiverNorth Marketplace Lending Corporation, and to the references to our firm under the heading “Independent Registered Public Accounting Firm” in the Prospectus and Statement of Additional Information filed on Form N-2, incorporated by reference herein.

/s/ KPMG LLP

Chicago, Illinois

October 17, 2017