As filed with the U.S. Securities and Exchange Commission on July 14, 2021

1933 Act File No. 333-255294

1940 Act File No. 811-23655

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-2

(Check appropriate box or boxes)

Lord Abbett Special Situations Income Fund

(Exact Name of Registrant as Specified in Charter)

90 Hudson Street

Jersey City, New Jersey 07302-3973

(Address of Principal Executive Offices)

(Number, Street, City, State, Zip Code)

(888) 522-2388

(Registrant’s Telephone Number, including Area Code)

John T. Fitzgerald

c/o Lord, Abbett & Co. LLC

90 Hudson Street

Jersey City, New Jersey 07302

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

Copies of Communications to:

Bryan Chegwidden

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036-8704

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 [   ].

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 [X].

If this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto [  ].

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 [  ].

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 [  ].

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

The following boxes should only be included and completed if the registrant is making this filing in accordance with Rule 486 under the Securities Act.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PART A – The prospectus filed on June 30, 2021 as Part A to Pre-Effective Amendment No. 1 (Accession No. 0000930413-21-001273) is incorporated herein by reference.

PART B - The Statement of Additional Information filed on June 30, 2021 as Part B to Pre-Effective Amendment No. 1 (Accession No. 0000930413-21-001273) is incorporated herein by reference.

PART C—OTHER INFORMATION

Item 25: Financial Statements and Exhibits

¹ Filed as an exhibit to the Fund’s initial Registration Statement on Form N-2, Registration Nos. 333-255294 and 811-23655 (filed April 16, 2021).

² Filed as an exhibit to Lord Abbett Special Situations Income Fund amended Registration Statement on Form N-2/A, Registration Nos. 333-255294 and 811-23655 (filed June 30, 2021).

³ Filed as an exhibit to Lord Abbett Credit Opportunities Fund amended Registration Statement on Form N-2/A, Registration Nos. 333-227612 and 811-23383 (filed December 26, 2018).

⁴ Filed as an exhibit to Lord Abbett Securities Trust Registration Statement in Form N-1A, Accession Number 0000930413-18-000665 (filed February 28, 2018).

⁵ Filed as an exhibit to Lord Abbett Securities Trust Registration Statement in Form N-1A, Accession Number 0000930413-17-000691 (filed February 27, 2017).

⁶ Filed as an exhibit to Lord Abbett Trust I Registration Statement in Form N-1A, Accession Number 0000930413-20-002638 (filed December 14, 2020).

⁷ Filed as an exhibit to Lord Abbett Investment Trust Registration Statement in Form N-1A, Accession Number 0000930413-18-001112 (filed March 28, 2018).

⁸ Filed as an exhibit to Lord Abbett Securities Trust Registration Statement in Form N-1A, Accession Number 0000930413-16-008849 (filed November 29, 2016).

⁹ Filed as an exhibit to Lord Abbett Securities Trust Registration Statement in Form N-1A, Accession Number 0000930413-18-002421 (filed July 31, 2018).

¹⁰ Filed as an exhibit to Lord Abbett Securities Trust Registration Statement in Form N-1A, Accession Number 0000930413-19-000186 (filed January 29, 2019).

¹¹ Filed as an exhibit to Lord Abbett Securities Trust Registration Statement in Form N-1A, Accession Number 0000930413-19-002726 (filed October 25, 2019).

¹² Filed as an exhibit to Lord Abbett Trust I Registration Statement in Form N-1A, Accession Number 0000930413-20-001257 (filed April 29, 2020).

¹³ Filed as an exhibit to Lord Abbett Floating Rate High Income Fund amended Registration Statement on Form N-2/A, Registration Nos. 333-236544-811-23510 (filed June 1, 2020).

¹⁴ Filed as an exhibit to Lord Abbett Trust I Registration Statement in Form N-1A, Accession Number (0000930413-21-001202 (filed June 21, 2021).

¹⁵ Filed as an exhibit to Lord Abbett Trust I Registration Statement in Form N-1A, Accession Number 0000930413-20-000226 (filed February 7, 2020).

¹⁶ Filed as an exhibit to Lord Abbett Investment Trust Registration Statement in Form N-1A, Accession Number 0000930413-21-000648 (filed March 26, 2021).

Item 26: Marketing Arrangements

See Distribution Agreement.

Item 27: Other Expenses of Issuance and Distribution

Lord Abbett (and not the Fund) has agreed to pay the organizational and initial offering costs of the Fund.

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

Not applicable.

Item 29: Number of Holders of Securities

Set forth below is the number of record holders as of June 21, 2021 of each class of securities of the Registrant.

Item 30: Indemnification

Reference is made to Article V, Sections 1 through 3, of the Registrant’s Declaration and Agreement of Trust, which is incorporated by reference herein.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Trust’s Declaration and Agreement of Trust, its By-Laws or otherwise, the Registrant is aware that in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Item 31: Business and Other Connections of Investment Manager

Lord, Abbett & Co. LLC is a Delaware limited liability company that offers investment management services and is a registered investment adviser. In addition to advising the Fund, Lord, Abbett & Co. LLC is the investment adviser to the Lord Abbett Family of Funds. Lord Abbett’s offices are located at 90 Hudson Street, Jersey City, NJ 07302-3973. Information as to the officers and directors of Lord Abbett is included in its current Form ADV (File No. 801-6997) filed with the SEC.

Set forth below is information relating to the business, profession, vocation or employment of a substantial nature that each partner of the adviser, is or has been engaged in within the last two fiscal years for his/her own account in the capacity of director, officer, employee, partner or trustee of Lord Abbett:

None.

Item 32: Location of Accounts and Records

The account books and other documents required to be maintained by the Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules thereunder will be maintained at the offices of Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, New Jersey 07302-3973 or the Registrant’s custodian, State Street Bank and Trust Company 1200 Crown Colony Drive, Quincy, MA 02169.

Item 33: Management Services

Not applicable.

Item 34: Undertakings

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Pre-Effective Amendment No. 2 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, and the State of New Jersey on the 14^th day of July, 2021.

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

INDEX OF EXHIBITS