What changed in this filing

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Item 1. Business

2023-03-16 compared with 2022-03-11 · 818 added, 434 removed, 36 unchanged (97% of the section changed)

SuRo Capital Corp.

("we", "us", "our", “Company” or “SuRo Capital”), formerly known as Sutter Rock Capital Corp.

Capital Corp.

(“we”, “us”, “our”, “Company” or “SuRo Capital”), formerly

known as Sutter Rock Capital Corp.

and as GSV Capital Corp.

and formed in September 2010 as a Maryland corporation, is an internally-managed, non-diversified closed-end management investment company.

The Company has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

On and effective June 22, 2020, we changed our name to “SuRo Capital Corp.” from “Sutter Rock Capital Corp.” On and effective March 12, 2019 (the “Effective Date”), our board of directors ("Board of Directors") approved internalizing our operating structure (“Internalization”) and we began operating as an internally-managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act.

Our Board of Directors approved the Internalization in order to better align the interests of the Company’s stockholders with its management.

As an internally managed BDC, the Company is managed by its employees, rather than the employees of an external investment adviser, thereby allowing for greater transparency to stockholders through robust disclosure regarding the Company’s compensation structure.

Prior to the Effective Date, we were externally managed by our former investment adviser, GSV Asset Management, LLC (“GSV Asset Management”), pursuant to an investment advisory agreement (the “Investment Advisory Agreement”), and our former administrator, GSV Capital Service Company, LLC ("GSV Capital Service Company"), provided the administrative services necessary for our operations pursuant to an administration agreement (the “Administration Agreement”).

In connection with our Internalization, the Investment Advisory Agreement and the Administration Agreement were terminated as of the Effective Date in accordance with their respective terms.

As a result, we no longer pay any fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.

See “Part II, Item 8—Note 3—Related-Party Arrangements” in this Form 10-K for more information.

The Company’s date of inception was January 6, 2011, which is the date it commenced its development stage activities.

The Company commenced operations as a BDC upon completion of its initial public offering (“IPO”) in May 2011 and began its investment operations during the second quarter of 2011.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Form 10-K.

Our investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt investments.

We invest principally in the equity securities of what we believe to be rapidly growing venture-capital-backed emerging companies.

We acquire our investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies, and negotiations with selling stockholders.

In addition, we may invest in private credit and in the founders equity, founders warrants, forward purchase agreements, and private investment in public equity (“PIPE”) transactions of special purpose acquisition companies (“SPACs”).

We may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S.

companies that otherwise meet our investment criteria, subject to applicable requirements of the 1940 Act.

To the extent we make investments in private equity funds and hedge funds that are excluded from the definition of “investment company” under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, we will limit such investments to no more than 15% of our net assets.

Our investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies across several key industry themes which may include, among others, social mobile, cloud computing and big data, internet commerce, financial technology, mobility, and enterprise software.

Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring revenues, and path to profitability, as well as an understanding of key market fundamentals.

Venture capital funds or other institutional investors have invested in the vast majority of companies that we evaluate.

We seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a

portfolio company’s common equity, and convertible debt securities with a significant equity component.

Typically, our preferred stock investments are non-income producing, have different voting rights than our common stock investments and are generally convertible into common stock at our discretion.

As our investment strategy is primarily focused on equity positions, our investments generally do not produce current income and therefore we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.

We seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.

Our common stock is traded on the Nasdaq Global Select Market under the symbol “SSSS”.

The net asset value per share of our common stock on December 31, 2021 was $11.72.

On March 10, 2022, the last reported sale price of a share of our common stock on the Nasdaq Global Select Market was $8.92.

Operating and Regulatory Structure

We formed in 2010 as a Maryland corporation and operate as an internally managed, non-diversified closed-end management investment company.

Our investment activities are supervised by our Board of Directors and managed by our executive officers and investments professionals, all of which are our employees.

As a BDC, we are subject to certain regulatory requirements.

See “—Regulation as a Business Development Company.” Also, while we are permitted to finance investments using debt, our ability to use debt is limited in certain significant aspects.

With certain limited exceptions, we may issue “senior securities,” including borrowing money from banks or other financial institutions only in amounts such that the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, is at least 200% (or 150% if certain conditions are met) after such incurrence or issuance.

This means that generally, we can borrow up to $1 for every $1 of investor equity (or, if certain conditions are met, we can borrow up to $2 for every $1 of investor equity).

In March 2018, the Small Business Credit Availability Act modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur by decreasing the asset coverage percentage from 200% to 150%, if certain requirements under the 1940 Act are met.

Under the 1940 Act, we are allowed to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when a quorum is present, approve a proposal to do so.

If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval.

Alternatively, the 1940 Act allows the majority of our independent directors to approve an increase in our leverage capacity, and such approval would become effective after the one-year anniversary of such approval.

In either case, we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage.

The Company currently does not intend to seek stockholder approval or board approval to increase its leverage capacity as set forth above.

and formed in September 2010 as a Maryland corporation, is an internally-managed,

non-diversified closed-end management investment company.

The Company has elected to be regulated as a business development company (“BDC”)

under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify

annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the

Our date of inception was January 6, 2011, which is the date we commenced

development stage activities.

We commenced operations as a BDC upon completion of our initial public offering (“IPO”) in May

2011 and began our investment operations during the second quarter of 2011.

See “Management’s Dicussion and Analysis of Financial

Condition and Results of Operations” in Part II, Item 7 of this Form 10-K.

On and effective June 22, 2020, we changed our name to “SuRo Capital

Corp.” from “Sutter Rock Capital Corp.” On and effective March 12, 2019, our board of directors (“Board of Directors”)

approved internalizing our operating structure (“Internalization”) and we began operating as an internally-managed non-diversified

closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act.

Our Board of Directors approved

the Internalization in order to better align the interests of the Company’s stockholders with its management.

As an internally managed

BDC, the Company is managed by its employees, rather than the employees of an external investment adviser, thereby allowing for greater

transparency to stockholders through robust disclosure regarding the Company’s compensation structure.

investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related

investments, and to a lesser extent, income from debt investments.

We invest principally in the equity securities of what we believe

to be rapidly growing venture-capital-backed emerging companies.

We acquire our investments through direct investments in prospective

portfolio companies, secondary marketplaces for private companies, and negotiations with selling stockholders.

In addition, we may invest

in private credit and in the founders equity, founders warrants, forward purchase agreements, and private investment in public equity

(“PIPE”) transactions of special purpose acquisition companies (“SPACs”).

We may also invest on an opportunistic

basis in select publicly traded equity securities or certain non-U.S.

companies that otherwise meet our investment criteria, subject

to applicable requirements of the 1940 Act.

To the extent we make investments in private equity funds and hedge funds that are excluded

from the definition of “investment company” under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, we will limit

such investments to no more than 15% of our net assets.

investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies

across several key industry themes which may include, among others, social mobile, cloud computing and big data, internet commerce, financial

technology, mobility, and enterprise software.

Our investment decisions are based on a disciplined analysis of available information

regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the

quality of recurring revenues, and path to profitability, as well as an understanding of key market fundamentals.

Venture capital funds

or other institutional investors have invested in the vast majority of companies that we evaluate.

seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants,

preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity,

and convertible debt securities with a significant equity component.

Typically, our preferred stock investments are non-income producing,

have different voting rights than our common stock investments and are generally convertible into common stock at our discretion.

our investment strategy is primarily focused on equity positions, our investments generally do not produce current income and therefore

we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.

seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.

common stock is traded on the Nasdaq Global Select Market under the symbol “SSSS”.

The net asset value per share of our common

stock on December 31, 2022 was $7.39.

On March 15, 2023, the last reported sale price of a share of our common stock on the Nasdaq Global

Select Market was $3.01.

and Regulatory Structure

formed in 2010 as a Maryland corporation and operate as an internally managed, non-diversified closed-end management investment company.

Our investment activities are supervised by our Board of Directors and managed by our executive officers and investments professionals,

all of which are our employees.

a BDC, we are subject to certain regulatory requirements.

See “—Regulation as a Business Development Company.” Also,

while we are permitted to finance investments using debt, our ability to use debt is limited in certain significant aspects.

certain limited exceptions, we may issue “senior securities,” including borrowing money from banks or other financial

institutions only in amounts such that the ratio of our total assets (less total liabilities other than indebtedness represented by

senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, is at least 200% (or

150% if certain conditions are met) after such incurrence or issuance.

This means that generally, we can borrow up to $1 for every

$1 of investor equity (or, if certain conditions are met, we can borrow up to $2 for every $1 of investor equity).

In March 2018,

the Small Business Credit Availability Act (the “SBCAA”) modified the 1940 Act by allowing a BDC to increase the maximum

amount of leverage it may incur by decreasing the asset coverage percentage from 200% to 150%, if certain requirements under the

1940 Act are met.

Under the 1940 Act, we are allowed to increase our leverage capacity if stockholders representing at least a

majority of the votes cast, when a quorum is present, approve a proposal to do so.

If we receive stockholder approval, we would be

allowed to increase our leverage capacity on the first day after such approval.

Alternatively, the 1940 Act allows the majority of

our independent directors to approve an increase in our leverage capacity, and such approval would become effective after the

one-year anniversary of such approval.

In either case, we would be required to make certain disclosures on our website and in SEC

filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks

related to leverage.

The Company currently does not intend to seek stockholder approval or Board of Directors approval to increase its leverage

capacity as set forth above.

See “Risk Factors” in Part I, Item 1A for more information.

We have elected to be treated as a RIC under Subchapter M of the Code and expect to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs.

have elected to be treated as a RIC under Subchapter M of the Code and expect to continue to operate in a manner so as to qualify for

the tax treatment applicable to RICs.

See “—Material U.S.

Federal Income Tax Considerations” and “Note 2—Significant Accounting Policies—U.S.

Federal and State Income Taxes” and “Note 9—Income Taxes” to our consolidated financial statements for the year ended December 31, 2021 for more information.

Human Capital Resources

As of December 31, 2021, we had nine employees, each of whom was directly employed by us.

These employees include our executive officers, investment and finance professionals, and administrative staff.

All of our employees are located in the United States at our principal executive office and headquarters located at 640 Fifth Avenue, 12th Floor, New York, NY 10019 and our additional office located at One Sansome Street, Suite 730, San Francisco, CA 94104.

Federal Income Tax Considerations” and “Note 2—Significant

Accounting Policies—U.S.

Federal and State Income Taxes” and “Note 9—Income Taxes” to our consolidated

financial statements for the year ended December 31, 2022 for more information.

Capital Resources

of December 31, 2022, we had ten employees, each of whom was directly employed by us.

These employees include our executive officers,

investment and finance professionals, and administrative staff.

All of our employees are located in the United States at our principal

executive office and headquarters located at 640 Fifth Avenue, 12th Floor, New York, NY 10019 and our additional office located at One

Sansome Street, Suite 730, San Francisco, CA 94104.

Our telephone number is (212) 931-6331.

In response to the COVID-19 pandemic, we instituted a temporary work-from-home policy in March 2020, pursuant to which our employees primarily worked remotely without disruption to our operations.

This policy was amended in February 2022 when it was deemed safe to return to our offices.

As an internally managed BDC, the success of our business and investment strategy, including achieving our investment objective, depends in material part on our employees.

We depend upon the members of our management team and our investment professionals for the identification, final selection, structuring, closing and monitoring of our investments.

employees have critical industry experience and relationships on which we rely to implement our business plan.

We expect that the members of our management team and our investment professionals will maintain key informal relationships, which we will use to help identify and gain access to investment opportunities.

If we do not attract, develop and retain highly skilled employees, we may not be able to operate our business as we expect and our operating results could be adversely affected.

See “Item 1A, Risk Factors.”

We strive to attract, develop and retain our employees by offering unique employment opportunities, advancement and promotion opportunities, training programs and opportunities, and competitive compensation and benefit structures, as well as a safe, harassment-free work environment.

Investment Opportunity

We believe that society is experiencing a convergence of numerous disruptive trends, producing new high-growth markets.

At the same time, we believe that the IPO markets have experienced substantial structural changes which have made it significantly more challenging for private companies to go public.

Volatile equity markets, a lack of investment research coverage for private and smaller companies and investor demand for a longer history of revenue and earnings growth have resulted in companies staying private significantly longer than in the past.

In addition, increased public company compliance obligations such as those imposed by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) have made it more costly and less attractive to become a public company.

As a result, there are significantly fewer IPOs today than there were during the 1990s, with prospective public companies taking longer to come to market.

Investment Strategy

We seek to maintain our portfolio of potentially high-growth emerging private companies via a repeatable and disciplined investment approach, as well as to provide investors with access to such companies through our publicly traded common stock.

We have adopted the following business strategies to achieve our investment objective:

• Identify high quality growth companies.

Based on our extensive experience in analyzing technology trends and markets, we have identified several technology sub-sectors, including social mobile, big data and cloud, marketplaces, and education technology, as opportunities where we believe companies are capable of producing substantial growth.

We rely on our collective industry knowledge as well as an understanding of where leading venture capitalists and other institutional investors are investing.

We leverage a combination of our relationships throughout Silicon Valley and our independent research to identify leaders in our targeted sub-sectors that we believe are differentiated and best positioned for sustained growth.

Our team continues to expand our sourcing network in order to evaluate a wide range of investment opportunities in companies that demonstrate strong operating fundamentals.

We are targeting businesses that have been shown to provide scaled valuation growth before a potential IPO or strategic exit.

• Acquire positions in targeted investments.

We seek to selectively add to our portfolio by sourcing investments at an acceptable price through our disciplined investing strategy.

To this end, we utilize multiple methods to acquire equity stakes in private companies that are not available to many individual investors.

Direct equity investments.

an internally managed BDC, the success of our business and investment strategy, including achieving our investment objective, depends

in material part on our employees.

We depend upon the members of our management team and our investment professionals for the identification,

final selection, structuring, closing and monitoring of our investments.

These employees have critical industry experience and relationships

on which we rely to implement our business plan.

We expect that the members of our management team and our investment professionals will

maintain key informal relationships, which we will use to help identify and gain access to investment opportunities.

If we do not attract,

develop and retain highly skilled employees, we may not be able to operate our business as we expect and our operating results could

be adversely affected.

See “Item 1A.

Risk Factors.”

strive to attract, develop and retain our employees by offering unique employment opportunities, advancement and promotion opportunities,

training programs and opportunities, and competitive compensation and benefit structures, as well as a safe, harassment-free work environment.

believe that society is experiencing a convergence of numerous disruptive trends, producing new high-growth markets.

the same time, we believe that the IPO markets have experienced substantial structural changes which have made it significantly more

challenging for private companies to go public.

Volatile equity markets, a lack of investment research coverage for private and smaller

companies and investor demand for a longer history of revenue and earnings growth have resulted in companies staying private significantly

longer than in the past.

In addition, increased public company compliance obligations such as those imposed by the Sarbanes-Oxley Act

of 2002 (the “Sarbanes-Oxley Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank

Act”) have made it more costly and less attractive to become a public company.

As a result, there are significantly fewer IPOs

today than there were during the 1990s, with prospective public companies taking longer to come to market.

seek to maintain our portfolio of potentially high-growth emerging private companies via a repeatable and disciplined investment approach,

as well as to provide investors with access to such companies through our publicly traded common stock.

investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related

investments, and to a lesser extent, income from debt investments.

We have adopted the following business strategies to achieve our investment

high quality growth companies.

Based on our extensive experience in analyzing technology trends and markets, we have identified

several technology sub-sectors, including social mobile, big data and cloud, marketplaces, and education technology, as opportunities

where we believe companies are capable of producing substantial growth.

We rely on our collective industry knowledge as well as an

understanding of where leading venture capitalists and other institutional investors are investing.

leverage a combination of our relationships throughout Silicon Valley and our independent research to identify leaders in our targeted

sub-sectors that we believe are differentiated and best positioned for sustained growth.

Our team continues to expand our sourcing network

in order to evaluate a wide range of investment opportunities in companies that demonstrate strong operating fundamentals.

We are targeting

businesses that have been shown to provide scaled valuation growth before a potential IPO or strategic exit.

positions in targeted investments.

We seek to selectively add to our portfolio by sourcing investments at an acceptable price

through our disciplined investing strategy.

To this end, we utilize multiple methods to acquire equity stakes in private companies

that are not available to many individual investors.

equity investments.

We seek direct investments in private companies.

There is a large market among emerging private companies for equity capital investments.

Many of these companies, particularly within the technology sector, lack the necessary cash flows to sustain substantial amounts of debt, and therefore have viewed equity capital as a more attractive long-term financing tool.

We seek to be a source of such equity capital as a means of investing in these companies and look for opportunities to invest alongside other venture capital and private equity investors with whom we have established relationships.

Private secondary marketplaces and direct share purchases.

We also utilize private secondary marketplaces as a means to acquire equity and equity-related interests in privately held companies that meet our investment criteria and that we believe are attractive candidates for investment.

We believe that such markets offer new channels for access to equity

investments in private companies and provide a potential source of liquidity should we decide to exit an investment.

In addition, we also purchase shares directly from stockholders, including current or former employees.

As certain companies grow and experience significant increased value while remaining private, employees and other stockholders may seek liquidity by selling shares directly to a third party or to a third party via a secondary marketplace.

Sales of shares in private companies are typically restricted by contractual transfer restrictions and may be further restricted by provisions in company charter documents, investor rights of first refusal and co-sale and company employment and trading policies, which may impose strict limits on transfer.

We believe that the reputation of our investment professionals within the industry and established history of investing affords us a favorable position when seeking approval for a purchase of shares subject to such limitations.

• Create access to a varied investment portfolio.

We seek to hold a varied portfolio of non-controlling equity investments, which we believe will minimize the impact on our portfolio of a negative downturn at any one specific company.

We believe that our relatively varied portfolio will provide a convenient means for accredited and non-accredited individual investors to obtain access to an asset class that has generally been limited to venture capital, private equity and similar large institutional investors.

Starting in 2017, we began to focus our investment strategy to increase the size of our investments in individual portfolio companies.

While this will likely have the effect of reducing the number of companies in which we hold investments, we believe that the shift towards larger positions will better allow our investment professionals to focus our investments in companies and industries that are more likely to result in beneficial returns to our stockholders.

Competitive Advantages

We believe that we benefit from the following competitive advantages in executing our investment strategy:

• Capable team of investment professionals.

Our executive officers, investment professionals, and Board of Directors have significant experience researching and investing in the types of high-growth venture-capital-backed companies we are targeting for investment.

Through our proprietary company-evaluation process, including our identification of technology trends and themes and company research, we believe we have developed important insight into identifying and valuing emerging private companies.

• Disciplined and repeatable investment process.

We have established a disciplined and repeatable process to locate and acquire available shares at attractive valuations by utilizing multiple sources.

In contrast to industry “aggregators” that accumulate stock at market prices, we conduct valuation analysis and make acquisitions only when we can invest at valuations that we believe are attractive to our investors.

• Deep relationships with significant credibility to source and complete transactions.

Our executive officers and investment professionals are strategically located in New York, New York and at our additional office in San Francisco, California, allowing us to fully engage in the technology and innovation ecosystem.

Our wide network of venture capital and technology professionals supports our sourcing efforts and helps provide access to promising investment opportunities.

Our executive officers and investment professionals have also developed strong relationships in the financial, investing and technology-related sectors.

• Source of permanent investing capital.

As a publicly traded corporation, we have access to a source of permanent equity capital that we can use to invest in portfolio companies.

This permanent equity capital is a significant differentiator from other potential investors that may be required to return capital to stockholders on a defined schedule.

We believe that our ability to invest on a long-term time horizon makes us attractive to companies looking for strong, stable owners of their equity.

• Early mover advantage.

We believe we are one of the few publicly traded BDCs with a specific focus on investing in high-growth venture-backed companies.

The transactions that we have executed to date since our IPO have helped to establish our reputation with the types of secondary sellers and emerging companies that we target for investment.

We have leveraged a number of relationships and channels to acquire the equity of private companies.

As we continue to grow our portfolio with attractive investments, we believe that our reputation as a committed partner will be further enhanced, allowing us to source and close investments that would otherwise be unavailable.

We believe that these factors collectively differentiate us from other potential investors in private company securities and will serve our goal to complete equity transactions in compelling private companies at attractive valuations.

Our primary competitors include specialty finance companies including late-stage venture capital funds, private equity funds, other crossover funds, public funds investing in private companies and public and private BDCs.

Many of these entities have greater financial and managerial resources than we will have.

In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider more investments and establish more relationships than we do.

Furthermore, many of our competitors are not subject to the regulatory restrictions the 1940 Act imposes on us as a BDC.

For additional information concerning the competitive risks we face, see “Risk Factors—Risks Related to Our Business and Structure” in Part I, Item 1A of this Form 10-K.

Investment Process

Concentrated Technology-Related Focus

Our executive officers and investment professionals have identified five key investment themes from which we have seen significant numbers of high-growth companies emerge:

There is a large market among emerging private companies for

equity capital investments.

Many of these companies, particularly within the technology sector, lack the necessary cash flows to sustain

substantial amounts of debt, and therefore have viewed equity capital as a more attractive long-term financing tool.

We seek to be a

source of such equity capital as a means of investing in these companies and look for opportunities to invest alongside other venture

capital and private equity investors with whom we have established relationships.

secondary marketplaces and direct share purchases.

We also utilize private secondary marketplaces as a means to acquire equity and

equity-related interests in privately held companies that meet our investment criteria and that we believe are attractive candidates

for investment.

We believe that such markets offer new channels for access to equity investments in private companies and provide a potential

source of liquidity should we decide to exit an investment.

In addition, we also purchase shares directly from stockholders, including

current or former employees.

As certain companies grow and experience significant increased value while remaining private, employees

and other stockholders may seek liquidity by selling shares directly to a third party or to a third party via a secondary marketplace.

Sales of shares in private companies are typically restricted by contractual transfer restrictions and may be further restricted by provisions

in company charter documents, investor rights of first refusal and co-sale and company employment and trading policies, which may impose

strict limits on transfer.

We believe that the reputation of our investment professionals within the industry and established history

of investing affords us a favorable position when seeking approval for a purchase of shares subject to such limitations.

access to a varied investment portfolio.

We seek to hold a varied portfolio of non-controlling equity investments, which

we believe will minimize the impact on our portfolio of a negative downturn at any one specific company.

We believe that our relatively

varied portfolio will provide a convenient means for accredited and non-accredited individual investors to obtain access to an asset

class that has generally been limited to venture capital, private equity and similar large institutional investors.

in 2017, we began to focus our investment strategy to increase the size of our investments in individual portfolio companies.

will likely have the effect of reducing the number of companies in which we hold investments, we believe that the shift towards larger

positions will better allow our investment professionals to focus our investments in companies and industries that are more likely to

result in beneficial returns to our stockholders.

believe that we benefit from the following competitive advantages in executing our investment strategy:

team of investment professionals.

Our executive officers, investment professionals, and Board of Directors have significant

experience researching and investing in the types of high-growth venture-capital-backed companies we are targeting for investment.

Through our proprietary company evaluation process, including our identification of technology trends and themes and company

research, we believe we have developed important insight into identifying and valuing emerging private companies.

and repeatable investment process.

We have established a disciplined and repeatable process to locate and acquire available

shares at attractive valuations by utilizing multiple sources.

In contrast to industry “aggregators” that accumulate

stock at market prices, we conduct valuation analysis and make acquisitions only when we can invest at valuations that we believe

are attractive to our investors.

relationships with significant credibility to source and complete transactions.

Our executive officers and investment professionals

are strategically located in New York, New York and at our additional office in San Francisco, California, allowing us to fully engage

in the technology and innovation ecosystem.

Our wide network of venture capital and technology professionals supports our sourcing

efforts and helps provide access to promising investment opportunities.

Our executive officers and investment professionals have

also developed strong relationships in the financial, investing and technology-related sectors.

of permanent investing capital.

As a publicly traded corporation, we have access to a source of permanent equity capital

that we can use to invest in portfolio companies.

This permanent equity capital is a significant differentiator from other potential

investors that may be required to return capital to stockholders on a defined schedule.

We believe that our ability to invest on

a long-term time horizon makes us attractive to companies looking for strong, stable owners of their equity.

mover advantage.

We believe we are one of the few publicly traded BDCs with a specific focus on investing in high-growth

venture-backed companies.

The transactions that we have executed to date since our IPO have helped to establish our reputation with

the types of secondary sellers and emerging companies that we target for investment.

We have leveraged a number of relationships

and channels to acquire the equity of private companies.

As we continue to grow our portfolio with attractive investments, we believe

that our reputation as a committed partner will be further enhanced, allowing us to source and close investments that would otherwise

be unavailable.

We believe that these factors collectively differentiate us from other potential investors in private company securities

and will serve our goal to complete equity transactions in compelling private companies at attractive valuations.

primary competitors include specialty finance companies including late-stage venture capital funds, private equity funds, other crossover

funds, public funds investing in private companies and public and private BDCs.

Many of these entities have greater financial and managerial

resources than we will have.

In addition, some of our competitors may have higher risk tolerances or different risk assessments, which

could allow them to consider more investments and establish more relationships than we do.

Furthermore, many of our competitors are not

subject to the regulatory restrictions the 1940 Act imposes on us as a BDC.

For additional information concerning the competitive risks

we face, see “Risk Factors—Risks Related to Our Business and Structure” in Part I, Item 1A of this Form 10-K.

Technology-Related Focus

executive officers and investment professionals have identified five key investment themes from which we have seen significant numbers

of high-growth companies emerge:

social and mobile, financial technology and services, big data and cloud, marketplaces, and education.

However, the opportunity set of high-growth venture-backed technology companies extends beyond these key investment themes into much broader markets.

These broad markets have the potential to produce disruptive technologies, reach a large addressable market, and provide significant commercial opportunities.

Within these areas, we have identified trends that could create significant positive effects on growth such as globalization, consolidation, branding, convergence and network effects.

Thus, while we remain focused on selecting market leaders within the key investment themes identified, our executive officers and investment professionals actively seek out promising investments across a diverse selection of new technology subsectors.

Investment Targeting and Screening

We identify prospective portfolio companies through an extensive network of relationships developed by our executive officers and investment professionals, supplemented by the knowledge and relationships of our Board of Directors.

Investment opportunities that fall within our identified themes are validated against the observed behavior of leading venture capitalists and institutional investors, as well as through our own internal and external research.

We evaluate potential portfolio companies across a spectrum of criteria, including industry positioning and leadership, stage of growth, path to profitability, the uniqueness and defensibility of the portfolio company's strategy, investor sponsorship, and the portfolio company's potential access to capital to continue to fund its growth that collectively characterize our proprietary investment process.

We typically seek to invest our assets under management in the equity of well-established and growth stage companies, and debt investments of emerging companies that fit within our targeted areas.

Based on our initial screening, we identify a select set of companies that we evaluate in greater depth.

Research and Due Diligence Process

Once we identify those companies that we believe warrant more in-depth analysis, we focus on their total addressable market, revenue growth and sustainability, and earnings growth, as well as other metrics that may be strongly correlated with higher valuations.

We also focus on the company’s management team and any significant financial sponsor, their current business model, competitive positioning, regulatory and legal issues, the quality of any intellectual property and other investment-specific due diligence.

Each prospective portfolio company that passes our initial due diligence review is given a qualitative ranking to allow us to evaluate it against others in our pipeline, and we review and update these companies on a regular basis.

Our due diligence process will vary depending on whether we are investing through a private secondary transaction on a marketplace or with a selling stockholder or by direct equity investment.

We access information on our potential investments through a variety of sources, including information made available on secondary marketplaces, publications by private company research firms, industry publications, commissioned analysis by third-party research firms, and, to a limited extent, directly from the company or financial sponsor.

We utilize a combination of each of these sources to help us set a target value for the companies we ultimately select for investment.

Portfolio Construction and Sourcing

Upon completion of our research and due diligence process, we select investments for inclusion in our portfolio based on their value proposition, addressable market, fundamentals and valuation.

We seek to create a relatively varied portfolio that we expect will include investments in companies representing a broad range of investment themes.

We generally choose to pursue specific investments based on the availability of shares and valuation expectations.

We utilize a combination of secondary marketplaces, direct purchases from stockholders and direct equity investments in order to make investments in our portfolio

Once we have established an initial position in a portfolio company, we may choose to increase our stake through subsequent purchases.

Maintaining a balanced portfolio is a key to our success, and as a result we constantly evaluate the composition of our investments and our pipeline to ensure we are exposed to a diverse set of companies within our target segments.

Transaction Execution

We enter into purchase agreements for substantially all of our private company portfolio investments.

Private company securities are typically subject to contractual transfer limitations, which may, among other things, give the issuer, its assignees and/or its stockholders a particular period of time, often 30 days or more, in which to exercise a veto right, or a right of first refusal over, the sale of such securities.

Accordingly, the purchase agreements we enter into for secondary transactions typically require the lapse or satisfaction of these rights as a condition to closing.

Under these circumstances, we may be required to deposit the purchase price into escrow upon signing, with the funds released to the seller at closing or returned to us if the closing conditions are not met.

Risk Management and Monitoring

We monitor the financial trends of each portfolio company to assess our exposure to individual companies as well as to evaluate overall portfolio quality.

We establish valuation targets at the portfolio level and for gross and net exposures with respect to specific companies and industries within our overall portfolio.

In cases where we make a direct investment in a portfolio company, we may also obtain board positions, board observation rights and/or information rights from that portfolio company in connection with our equity investment.

We regularly monitor our portfolio for compliance with the diversification requirements for purposes of maintaining our status as a BDC and a RIC for tax purposes.

Managerial Assistance

As a BDC we are required to offer, and in some cases may provide and be paid for, significant managerial assistance to portfolio companies.

This assistance typically involves monitoring the operations of portfolio companies, participating in their board and management meetings, consulting with and advising their officers and providing other organizational and financial guidance.

We will provide such managerial assistance on our behalf to portfolio companies that request assistance.

We may receive fees for these services, subject to review by our Board of Directors, including our independent directors.

Portfolio Overview

The following table shows the fair value of our portfolio of investments by asset class as of December 31, 2021 and 2020:

December 31, 2021 December 31, 2020

Value Percentage of

Portfolio Fair

Value Percentage of

Private Portfolio Companies:

Preferred Stock $ 163,801,798 63.0 % $ 141,235,987 32.8 %

Common Stock 42,860,156 16.5 % 34,190,839 7.9 %

Debt Investments 3,011,438 1.1 % 4,845,340 1.1 %

Options 4,959,112 1.9 % 5,872,210 1.4 %

Private Portfolio Companies 214,632,504 82.5 % 186,144,376 43.2 %

Publicly Traded Portfolio Companies:

Common Stock 44,573,225 17.1 % 94,635,398 22.0 %

Options 930,524 0.4 % — — %

Publicly Traded Portfolio Companies 45,503,749 17.5 % 94,635,398 22.0 %

Total Portfolio Investments 260,136,253 100.0 % 280,779,774 65.2 %

Non-Portfolio Investments

However, the opportunity set of high-growth venture-backed technology companies extends beyond these key investment themes into much

broader markets.

These broad markets have the potential to produce disruptive technologies, reach a large addressable market, and provide

significant commercial opportunities.

Within these areas, we have identified trends that could create significant positive effects on

growth such as globalization, consolidation, branding, convergence and network effects.

Thus, while we remain focused on selecting market

leaders within the key investment themes identified, our executive officers and investment professionals actively seek out promising

investments across a diverse selection of new technology subsectors.

Targeting and Screening

identify prospective portfolio companies through an extensive network of relationships developed by our executive officers and investment

professionals, supplemented by the knowledge and relationships of our Board of Directors.

Investment opportunities that fall within our

identified themes are validated against the observed behavior of leading venture capitalists and institutional investors, as well as

through our own internal and external research.

We evaluate potential portfolio companies across a spectrum of criteria, including industry

positioning and leadership, stage of growth, path to profitability, the uniqueness and defensibility of the portfolio company’s

strategy, investor sponsorship, and the portfolio company’s potential access to capital to continue to fund its growth that collectively

characterize our proprietary investment process.

We typically seek to invest our assets under management in the equity of well-established

and growth stage companies, and debt investments of emerging companies that fit within our targeted areas.

Based on our initial screening,

we identify a select set of companies that we evaluate in greater depth.

and Due Diligence Process

we identify those companies that we believe warrant more in-depth analysis, we focus on their total addressable market, revenue growth

and sustainability, and earnings growth, as well as other metrics that may be strongly correlated with higher valuations.

We also focus

on the company’s management team and any significant financial sponsor, their current business model, competitive positioning,

regulatory and legal issues, the quality of any intellectual property and other investment-specific due diligence.

Each prospective portfolio

company that passes our initial due diligence review is given a qualitative ranking to allow us to evaluate it against others in our

pipeline, and we review and update these companies on a regular basis.

due diligence process will vary depending on whether we are investing through a private secondary transaction on a marketplace or with

a selling stockholder or by direct equity investment.

We access information on our potential investments through a variety of sources,

including information made available on secondary marketplaces, publications by private company research firms, industry publications,

commissioned analysis by third-party research firms, and, to a limited extent, directly from the company or financial sponsor.

a combination of each of these sources to help us set a target value for the companies we ultimately select for investment.

Construction and Sourcing

completion of our research and due diligence process, we select investments for inclusion in our portfolio based on their value proposition,

addressable market, fundamentals and valuation.

We seek to create a relatively varied portfolio that we expect will include investments

in companies representing a broad range of investment themes.

We generally choose to pursue specific investments based on the availability

of shares and valuation expectations.

We utilize a combination of secondary marketplaces, direct purchases from stockholders and direct

equity investments in order to make investments in our portfolio companies.

Once we have established an initial position in a portfolio

company, we may choose to increase our stake through subsequent purchases.

Maintaining a balanced portfolio is a key to our success,

and as a result we constantly evaluate the composition of our investments and our pipeline to ensure we are exposed to a diverse set

of companies within our target segments.

enter into purchase agreements for substantially all of our private company portfolio investments.

Private company securities are typically

subject to contractual transfer limitations, which may, among other things, give the issuer, its assignees and/or its stockholders a

particular period of time, often 30 days or more, in which to exercise a veto right, or a right of first refusal over, the sale of such

Accordingly, the purchase agreements we enter into for secondary transactions typically require the lapse or satisfaction

of these rights as a condition to closing.

Under these circumstances, we may be required to deposit the purchase price into escrow upon

signing, with the funds released to the seller at closing or returned to us if the closing conditions are not met.

Management and Monitoring

monitor the financial trends of each portfolio company to assess our exposure to individual companies as well as to evaluate overall

portfolio quality.

We establish valuation targets at the portfolio level and for gross and net exposures with respect to specific companies

and industries within our overall portfolio.

In cases where we make a direct investment in a portfolio company, we may also obtain board

positions, board observation rights and/or information rights from that portfolio company in connection with our equity investment.

regularly monitor our portfolio for compliance with the diversification requirements for purposes of maintaining our status as a BDC

and a RIC for tax purposes.

a BDC we are required to offer, and in some cases may provide and be paid for, significant managerial assistance to portfolio companies.

This assistance typically involves monitoring the operations of portfolio companies, participating in their board and management meetings,

consulting with and advising their officers and providing other organizational and financial guidance.

We will provide such managerial

assistance on our behalf to portfolio companies that request assistance.

We may receive fees for these services, subject to review by

our Board of Directors, including our independent directors.

following table shows the fair value of our portfolio of investments by asset class as of December 31, 2022 and 2021:

Portfolio Companies:

$ 117,214,465

$ 163,801,798

Portfolio Companies

Traded Portfolio Companies:

Traded Portfolio Companies

Portfolio Investments

Non-Portfolio

Treasury Bills

Total Investments $ 260,136,253 100.0 % $ 430,779,774 100.0 %

Determination of Net Asset Value

We determine the net asset value of our investment portfolio after the conclusion of each fiscal quarter in connection with the preparation of our annual and quarterly reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or more frequently if required under the 1940 Act.

Securities that are publicly traded are generally valued at the close price on the valuation date;

however, if they remain subject to lock-up restrictions they are discounted accordingly.

Securities that are not publicly traded or for which there are no readily available market quotations, including securities that trade on secondary markets for private securities, are valued at fair value as determined in good faith by our Board of Directors.

In connection with that determination, our executive officers and investment professionals will prepare portfolio company valuations using, when available, the most recent portfolio company financial statements and forecasts.

We also engage an independent valuation firm to perform independent valuations of our investments that are not publicly traded or for which there are no readily available market quotations.

We may also engage an independent valuation firm to perform independent valuations of any securities that trade on private secondary markets, but are not otherwise publicly traded, where there is a lack of appreciable trading or a wide disparity in recently reported trades.

For those securities that are not publicly traded or for which there are no readily available market quotations, our Board of Directors, with the assistance of its valuation committee (the “Valuation Committee”), will use the recommended valuations as prepared by our executive officers and investment professionals and the independent valuation firm, respectively, as a component of the foundation for its final fair value determination.

Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have resulted had others made the determination using the same or different procedures or had a readily available market for the securities existed, and the differences could be material.

Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the gains or losses implied by the valuation currently assigned to such investments.

For those investments that are publicly traded, we generally record unrealized appreciation or depreciation based on changes in the market value of the securities as of the valuation date.

$ 242,245,395

$ 260,136,253

Determination

of Net Asset Value

determine the net asset value of our investment portfolio after the conclusion of each fiscal quarter in connection with the preparation

of our annual and quarterly reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or

more frequently if required under the 1940 Act.

that are publicly traded are generally valued at the close price on the valuation date;

however, if they remain subject to lock-up restrictions

they are discounted accordingly.

Securities that are not publicly traded or for which there are no readily available market quotations,

including securities that trade on secondary markets for private securities, are valued at fair value as determined in good faith by

our Board of Directors and in accordance with Rule 2a-5 as promulgated under the 1940 Act.

In connection with that determination, our

executive officers and investment professionals will prepare portfolio company valuations using, when available, the most recent portfolio

company financial statements and forecasts.

We also engage an independent valuation firm to perform independent valuations of our investments

that are not publicly traded or for which there are no readily available market quotations.

We may also engage an independent valuation

firm to perform independent valuations of any securities that trade on private secondary markets, but are not otherwise publicly traded,

where there is a lack of appreciable trading or a wide disparity in recently reported trades.

those securities that are not publicly traded or for which there are no readily available market quotations, our Board of Directors,

with the assistance of its valuation committee (the “Valuation Committee”), will use the recommended valuations as prepared

by our executive officers and investment professionals and the independent valuation firm, respectively, as a component of the foundation

for its final fair value determination.

Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ

significantly from the values that would have resulted had others made the determination using the same or different procedures or had

a readily available market for the securities existed, and the differences could be material.

Additionally, changes in the market environment

and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments

to be different than the gains or losses implied by the valuation currently assigned to such investments.

For those investments that

are publicly traded, we generally record unrealized appreciation or depreciation based on changes in the market value of the securities

as of the valuation date.

Publicly traded securities that remain subject to lock-up restrictions are discounted accordingly.

For those investments that are not publicly traded and for which there are no readily available market quotations, we record unrealized depreciation on such investments when we believe that an investment has become impaired and record unrealized appreciation if we believe that the underlying portfolio company has appreciated in value and our equity security has also appreciated in value.

Changes in fair value are recorded in the consolidated statement of operations as the net change in unrealized appreciation or depreciation.

We generally determine the fair value of our investments by considering a number of factors.

The following represent factors that, among others, could impact our fair value determinations:

Public trading of our portfolio securities, taking into consideration lock-up requirements and liquidity;

Active trading of our portfolio securities on a private secondary market, where we have determined that there is meaningful volume and the transactions are considered arm’s length by sophisticated investors;

Qualified funding rounds in the companies in which we invested, where there is meaningful and reputable information available on size, valuation and investors;

Additional investments by us in current portfolio companies, where the price of the new investment differs materially from prior investments.

There is inherent subjectivity in determining the fair value of our investments.

We expect that most of our portfolio investments, other than those for which market quotations are readily available and that may be sold without restriction, will be valued at fair value as determined in good faith by our Board of Directors, with the assistance of our Valuation Committee.

Furthermore, when calculating net asset value, we also consider our recognition of a deferred tax liability for unrealized gains on investments for those investments held in our taxable subsidiaries.

See “Note 1—Nature of Operations” to our consolidated financial statements for the year ended December 31, 2021 for a list of our taxable subsidiaries.

Regulation as a Business Development Company

A BDC is regulated by the 1940 Act.

A BDC must be organized in the United States for the purpose of investing in, or lending to, primarily private companies and making significant managerial assistance available to them.

A BDC may use capital provided by public stockholders and from other sources to make long-term, private investments in businesses.

A BDC provides stockholders the ability to retain the liquidity of a publicly traded stock while sharing in the possible benefits, if any, of investing in primarily privately owned companies.

We may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority of the outstanding voting securities, as required by the 1940 Act.

A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of:

(a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company.

investments that are not publicly traded and for which there are no readily available market quotations, we record unrealized depreciation

on such investments when we believe that an investment has become impaired and record unrealized appreciation if we believe that the

underlying portfolio company has appreciated in value and our equity security has also appreciated in value.

Changes in fair value are

recorded in the consolidated statement of operations as the net change in unrealized appreciation or depreciation.

generally determine the fair value of our investments by considering a number of factors.

The following represent factors that, among

others, could impact our fair value determinations:

trading of our portfolio securities, taking into consideration lock-up requirements and liquidity;

trading of our portfolio securities on a private secondary market, where we have determined that there is meaningful volume and the

transactions are considered arm’s length by sophisticated investors;

funding rounds in the companies in which we invested, where there is meaningful and reputable information available on size, valuation

and investors;

investments by us in current portfolio companies, where the price of the new investment differs materially from prior investments.

is inherent subjectivity in determining the fair value of our investments.

We expect that most of our portfolio investments, other than

those for which market quotations are readily available and that may be sold without restriction, will be valued at fair value as determined

in good faith by our Board of Directors, with the assistance of our Valuation Committee.

Furthermore, when calculating net asset value,

we also consider our recognition of a deferred tax liability for unrealized gains on investments for those investments held in our taxable

subsidiaries.

See “Note 1—Nature of Operations” to our consolidated financial statements for the year ended December

31, 2022 for a list of our taxable subsidiaries.

as a Business Development Company

BDC is regulated by the 1940 Act.

A BDC must be organized in the United States for the purpose of investing in, or lending to, primarily

private companies and making significant managerial assistance available to them.

A BDC may use capital provided by public stockholders

and from other sources to make long-term, private investments in businesses.

A BDC provides stockholders the ability to retain the liquidity

of a publicly traded stock while sharing in the possible benefits, if any, of investing in primarily privately owned companies.

may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority

of the outstanding voting securities, as required by the 1940 Act.

A majority of the outstanding voting securities of a company is defined

under the 1940 Act as the lesser of:

(a) 67% or more of such company’s voting securities present at a meeting if more than 50%

of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting

securities of such company.

We do not anticipate any substantial change in the nature of our business.

As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements.

A majority of our directors must be persons who are not “interested persons” as defined in the 1940 Act.

Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC.

Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

As a BDC, we are generally required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our gross assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 200% after each issuance of senior securities.

We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, prior approval by the SEC.

The Small Business Credit Availability Act (the “SBCAA”) modified the asset coverage percentage for BDCs, reducing the required coverage percentage for senior securities from 200% to 150%, subject to certain conditions.

Under the SBCAA, we are allowed to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when a quorum is present, approve a proposal to do so.

If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval.

Alternatively, the SBCAA allows the majority of our independent directors to approve an increase in our leverage capacity, and such approval would become effective on the one-year anniversary of such approval.

Pursuant to the SBCAA, the SEC issued rules or amendments to rules allowing BDCs to use the same securities offering and proxy rules that are available to operating companies, including, among other things, allowing BDCs to incorporate by reference in registration statements filed with the SEC and allowing certain BDCs to file shelf registration statements that are automatically effective and take advantage of other benefits available to Well-Known Seasoned Issuers.

We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act.

Under these limits, except for registered money market funds, we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than 5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of investment companies in the aggregate.

The portion of our portfolio invested in securities issued by investment companies ordinarily will subject our stockholders to additional indirect expenses.

Our investment portfolio is also subject to diversification requirements by virtue of our election to be treated as a RIC for U.S.

federal income tax purposes and our intention to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs.

See “Risk Factors—Risks Related to Our Business and Structure” in Part I, Item 1A of this Form 10-K for more information.

In addition, investment companies registered under the 1940 Act and private funds that are excluded from the definition of “investment company” pursuant to either Section 3(c)(1) or 3(c)(7) of the 1940 Act may not acquire directly or through a controlled entity more than 3% of our total outstanding voting stock (measured at the time of the acquisition), unless the funds comply with an exemption under the 1940 Act.

As a result, certain of our investors may hold a smaller position in our shares than if they were not subject to these restrictions.

We are generally not able to issue and sell our common stock at a price below net asset value per share.

See “Risk Factors—Risks Related to Our Business and Structure—Regulations governing our operation as a business development company affect our ability to, and the way in which we, raise additional capital, which may expose us to risks, including the typical risks associated with leverage” in Part I, Item 1A of this Form 10-K.

We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our Board of Directors determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale.

In addition, we may generally issue new shares of our common stock at a price below net asset value in rights offerings to existing stockholders, in payment of dividends and in certain other limited circumstances.

As a BDC, we are also prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our Board of Directors who are not interested persons and, in some cases, prior approval by the SEC.

The affiliates with which we may be prohibited from transacting include our directors, officers and employees and any person controlling or under common control with us, subject to certain exceptions.

For example, under the 1940 Act, absent receipt of exemptive relief from the SEC, we and certain of our affiliates are generally precluded from co-investing in negotiated private placements of securities.

We, GSV Asset Management and certain of our affiliates submitted an exemptive application to the SEC to permit us to co-invest with other funds managed by GSV Asset Management or its affiliates in a manner consistent with our investment objective and the conditions to the application.

As a result of our Internalization, we and GSV Asset Management withdrew such exemptive application on April 2, 2019 because the relief sought was no longer necessary.

We are subject to periodic examination by the SEC for compliance with the 1940 Act.

As a BDC, we are subject to certain risks and uncertainties.

See “Risk Factors—Risks Related to Our Business and Structure” in Part I, Item 1A of this Form 10-K.

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as “qualifying assets”, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s gross assets.

with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements.

A majority of our directors

must be persons who are not “interested persons” as defined in the 1940 Act.

Additionally, we are required to provide and

maintain a bond issued by a reputable fidelity insurance company to protect the BDC.

Furthermore, as a BDC, we are prohibited from protecting

any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence

or reckless disregard of the duties involved in the conduct of such person’s office.

a BDC, we are generally required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our gross assets (less all

liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 200% after each

issuance of senior securities.

We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with

our affiliates without the prior approval of our directors who are not interested persons and, in some cases, prior approval by the SEC.

The SBCAA modified the asset coverage percentage for BDCs, reducing the

required coverage percentage for senior securities from 200% to 150%, subject to certain conditions.

Under the SBCAA, we are allowed to

increase our leverage capacity if stockholders representing at least a majority of the votes cast, when a quorum is present, approve a

proposal to do so.

If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such

Alternatively, the SBCAA allows the majority of our independent directors to approve an increase in our leverage capacity, and

such approval would become effective on the one-year anniversary of such approval.

In either case, we would be required to make certain

disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage

capacity and usage, and risks related to leverage.

to the SBCAA, the SEC issued rules or amendments to rules allowing BDCs to use the same securities offering and proxy rules that are

available to operating companies, including, among other things, allowing BDCs to incorporate by reference in registration statements

filed with the SEC and allowing certain BDCs to file shelf registration statements that are automatically effective and take advantage

of other benefits available to Well-Known Seasoned Issuers.

do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act.

Under these limits,

except for registered money market funds, we generally cannot acquire more than 3% of the voting stock of any investment company, invest

more than 5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our

total assets in the securities of investment companies in the aggregate.

The portion of our portfolio invested in securities issued by

investment companies ordinarily will subject our stockholders to additional indirect expenses.

Our investment portfolio is also subject

to diversification requirements by virtue of our election to be treated as a RIC for U.S.

federal income tax purposes and our intention

to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs.

See “Risk Factors—Risks Related

to Our Business and Structure” in Part I, Item 1A of this Form 10-K for more information.

addition, investment companies registered under the 1940 Act and private funds that are excluded from the definition of “investment

company” pursuant to either Section 3(c)(1) or 3(c)(7) of the 1940 Act may not acquire directly or through a controlled entity

more than 3% of our total outstanding voting stock (measured at the time of the acquisition), unless the funds comply with an exemption

under the 1940 Act.

As a result, certain of our investors may hold a smaller position in our shares than if they were not subject to

these restrictions.

are generally not able to issue and sell our common stock at a price below net asset value per share.

See “Risk Factors—Risks

Related to Our Business and Structure—Regulations governing our operation as a business development company affect our ability

to, and the way in which we, raise additional capital, which may expose us to risks, including the typical risks associated with leverage”

in Part I, Item 1A of this Form 10-K.

We may, however, sell our common stock, or warrants, options or rights to acquire our common stock,

at a price below the then-current net asset value of our common stock if our Board of Directors determines that such sale is in our best

interests and the best interests of our stockholders, and our stockholders approve such sale.

In addition, we may generally issue new

shares of our common stock at a price below net asset value in rights offerings to existing stockholders, in payment of dividends and

in certain other limited circumstances.

a BDC, we are also prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the

prior approval of our Board of Directors who are not interested persons and, in some cases, prior approval by the SEC.

The affiliates

with which we may be prohibited from transacting include our directors, officers and employees and any person controlling or under common

control with us, subject to certain exceptions.

For example, under the 1940 Act, absent receipt of exemptive relief from the SEC, we

and certain of our affiliates are generally precluded from co-investing in negotiated private placements of securities.

are subject to periodic examination by the SEC for compliance with the 1940 Act.

a BDC, we are subject to certain risks and uncertainties.

See “Risk Factors—Risks Related to Our Business and Structure”

in Part I, Item 1A of this Form 10-K.

the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred

to as “qualifying assets”, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s

gross assets.

The principal categories of qualifying assets relevant to our business are the following:

Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC.

An eligible portfolio company is defined in the 1940 Act as any issuer which:

is organized under the laws of, and has its principal place of business in, the United States;

is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act;

satisfies any of the following:

does not have any class of securities that is traded on a national securities exchange;

has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250.0 million;

is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company;

is a small and solvent company having gross assets of not more than $4.0 million and capital and surplus of not less than $2.0 million;

meets such other criteria as may be established by the SEC.

Securities of any eligible portfolio company which we control.

Securities purchased in a private transaction from a U.S.

issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.

Securities received in exchange for or distributed on or with respect to securities described in 1 through 4 above, or pursuant to the exercise of options, warrants or rights relating to such securities.

Cash, cash equivalents, U.S.

purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain

limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated

person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC.

portfolio company is defined in the 1940 Act as any issuer which:

organized under the laws of, and has its principal place of business in, the United States;

not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an

investment company but for certain exclusions under the 1940 Act;

any of the following:

not have any class of securities that is traded on a national securities exchange;

a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting

common equity of less than $250.0 million;

controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible

portfolio company;

a small and solvent company having gross assets of not more than $4.0 million and capital and surplus of not less than $2.0 million;

such other criteria as may be established by the SEC.

of any eligible portfolio company which we control.

purchased in a private transaction from a U.S.

issuer that is not an investment company or from an affiliated person of the issuer,

or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior

to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional

lending or financing arrangements.

of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities

and we already own 60% of the outstanding equity of the eligible portfolio company.

received in exchange for or distributed on or with respect to securities described in 1 through 4 above, or pursuant to the exercise

of options, warrants or rights relating to such securities.

cash equivalents, U.S.

government securities or high-quality debt securities maturing in one year or less from the time of investment.

In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.

If at any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets, other than office furniture and equipment, interests in real estate and leasehold improvements and facilities maintained to conduct the business operations of the BDC, deferred organization and operating expenses, and other noninvestment assets necessary and appropriate to its operations as a BDC, until such time as 70% of our then-current gross assets were comprised of qualifying assets.

addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose

of making investments in the types of securities described in (1), (2) or (3) above.

at any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value of

any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional

non-qualifying assets, other than office furniture and equipment, interests in real estate and leasehold improvements and facilities

maintained to conduct the business operations of the BDC, deferred organization and operating expenses, and other noninvestment assets

necessary and appropriate to its operations as a BDC, until such time as 70% of our then-current gross assets were comprised of qualifying

We would not be required, however, to dispose of any non-qualifying assets in such circumstances.

Managerial Assistance to Portfolio Companies

A BDC generally must offer to make available to the issuer of the securities it holds significant managerial assistance, except in circumstances where either (i) the BDC controls such issuer of securities or (ii) the BDC purchases such securities in conjunction with one or more other persons acting together and one of the other persons in the group makes available such managerial assistance.

Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

Temporary Investments

Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S.

government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets.

Assistance to Portfolio Companies

BDC generally must offer to make available to the issuer of the securities it holds significant managerial assistance, except in circumstances

where either (i) the BDC controls such issuer of securities or (ii) the BDC purchases such securities in conjunction with one or more

other persons acting together and one of the other persons in the group makes available such managerial assistance.

Making available

significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees,

offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business

objectives and policies of a portfolio company.

investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents,

government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to,

collectively, as temporary investments, so that 70% of our assets are qualifying assets.

Typically, we will invest in U.S.

Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S.

government or its agencies.

A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate.

There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements.

However, if more than 25% of our gross assets constitute repurchase agreements from a single counterparty, we would not meet the diversification tests in order to qualify as a RIC for U.S.

Treasury bills

or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S.

or its agencies.

A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous

agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an

amount that reflects an agreed-upon interest rate.

There is no percentage restriction on the proportion of our assets that may be invested

in such repurchase agreements.

However, if more than 25% of our gross assets constitute repurchase agreements from a single counterparty,

we would not meet the diversification tests in order to qualify as a RIC for U.S.

federal income tax purposes.

Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit.

We will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.

Warrants and Options

Under the 1940 Act, a BDC is subject to restrictions on the amount of warrants, options, restricted stock or rights to purchase shares of capital stock that it may have outstanding at any time.

Under the 1940 Act, we may generally only offer warrants provided that (i) the warrants expire by their terms within ten years, (ii) the exercise or conversion price is not less

than the current market value at the date of issuance, (iii) our stockholders authorize the proposal to issue such warrants, and our Board of Directors approves such issuance on the basis that the issuance is in the best interests of us and our stockholders and (iv) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed.

The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, as well as options and rights, at the time of issuance may not exceed 25% of our outstanding voting securities.

In particular, the amount of capital stock that would result from the conversion or exercise of all outstanding warrants, options or rights to purchase capital stock cannot exceed 25% of the BDC’s total outstanding shares of capital stock.

This amount is reduced to 20% of the BDC’s total outstanding shares of capital stock if the amount of warrants, options or rights issued pursuant to an executive compensation plan would exceed 15% of the BDC’s total outstanding shares of capital stock.

Senior Securities

We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% (or 150% if certain requirements are met) immediately after each such issuance.

In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase.

We may also borrow amounts up to 5% of the value of our gross assets for temporary or emergency purposes without regard to asset coverage.

For a discussion of the risks associated with leverage, see “Risk Factors — Risks Related to Our Business and Structure — Borrowings, such as our 6.00% Notes due 2026 (the "6.00% Notes due 2026"), can magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.” in Part I, Item 1A of this Form 10-K.

Code of Ethics

We have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act.

This code establishes procedures for personal investments and restricts certain transactions by our personnel.

Our code of ethics and our code of business conduct and ethics are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov , and are available on our website.

You may also obtain copies of our code of ethics and our code of business conduct and ethics, after paying a duplicating fee, by electronic request at the following email address:

Thus, we do not intend

to enter into repurchase agreements with a single counterparty in excess of this limit.

We will monitor the creditworthiness of the counterparties

with which we enter into repurchase agreement transactions.

the 1940 Act, a BDC is subject to restrictions on the amount of warrants, options, restricted stock or rights to purchase shares of capital

stock that it may have outstanding at any time.

Under the 1940 Act, we may generally only offer warrants provided that (i) the warrants

expire by their terms within ten years, (ii) the exercise or conversion price is not less than the current market value at the date of

issuance, (iii) our stockholders authorize the proposal to issue such warrants, and our Board of Directors approves such issuance on

the basis that the issuance is in the best interests of us and our stockholders and (iv) if the warrants are accompanied by other securities,

the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly

The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding

warrants, as well as options and rights, at the time of issuance may not exceed 25% of our outstanding voting securities.

In particular,

the amount of capital stock that would result from the conversion or exercise of all outstanding warrants, options or rights to purchase

capital stock cannot exceed 25% of the BDC’s total outstanding shares of capital stock.

This amount is reduced to 20% of the BDC’s

total outstanding shares of capital stock if the amount of warrants, options or rights issued pursuant to an executive compensation plan

would exceed 15% of the BDC’s total outstanding shares of capital stock.

are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock

if our asset coverage, as defined in the 1940 Act, is at least equal to 200% (or 150% if certain requirements are met) immediately after

each such issuance.

In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution

to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of

the distribution or repurchase.

We may also borrow amounts up to 5% of the value of our gross assets for temporary or emergency purposes

without regard to asset coverage.

For a discussion of the risks associated with leverage, see “Risk Factors — Risks Related

to Our Business and Structure — Borrowings, such as our 6.00% Notes due 2026 (the “6.00% Notes due 2026”), can magnify

the potential for gain or loss on amounts invested and may increase the risk of investing in us.” in Part I, Item 1A of this Form

have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act.

This code establishes procedures for personal investments and

restricts certain transactions by our personnel.

Our code of ethics and our code of business conduct and ethics are available on the

EDGAR Database on the SEC’s Internet site at http://www.sec.gov , and are available on our website.

You may also obtain copies

of our code of ethics and our code of business conduct and ethics, after paying a duplicating fee, by electronic request at the following

email address:

publicinfo@sec.gov.

Compliance Policies and Procedures

We have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws and review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation.

Our Chief Compliance Officer is responsible for administering these policies and procedures.

Compliance with Corporate Governance Regulations

The Sarbanes-Oxley Act imposes a wide variety of regulatory requirements on publicly held companies and their insiders.

Many of these requirements affect us.

• pursuant to Rule 13a-14 of the Exchange Act, our Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial statements contained in our periodic reports;

• pursuant to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;

• pursuant to Rule 13a-15 of the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control over financial reporting, and we must obtain an audit of the effectiveness of internal control over financial reporting performed by our independent registered public accounting firm if we are no longer a non-accelerated filer (as defined in Rule 12b-2 under the Exchange Act);

• pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal control over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder.

We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.

In addition, the Nasdaq Global Select Market has adopted various corporate governance requirements as part of its listing standards.

We believe we are in compliance with such corporate governance listing standards.

We will continue to monitor our compliance with all future listing standards and will take actions necessary to ensure that we are in compliance therewith.

Proxy Voting Policies and Procedures

Proxy Policies

We will vote proxies relating to our portfolio securities in what we perceive to be the best interests of our stockholders.

We will review on a case-by-case basis each proposal submitted for a vote to determine its impact on the portfolio securities held by us.

Although we will generally vote against proposals that may have a negative impact on our portfolio securities, we may vote for such a proposal if there are compelling long-term reasons to do so.

Our proxy voting decisions are made by our executive officers and investment professionals who are responsible for monitoring the relevant investments.

Policies and Procedures

have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal securities

laws and review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation.

Chief Compliance Officer is responsible for administering these policies and procedures.

with Corporate Governance Regulations

Sarbanes-Oxley Act imposes a wide variety of regulatory requirements on publicly held companies and their insiders.

Many of these requirements

to Rule 13a-14 of the Exchange Act, our Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial

statements contained in our periodic reports;

to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls

and procedures;

to Rule 13a-15 of the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control

over financial reporting, and we must obtain an audit of the effectiveness of internal control over financial reporting performed

by our independent registered public accounting firm if we are no longer a non-accelerated filer (as defined in Rule 12b-2 under

the Exchange Act);

to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, our periodic reports must disclose whether there were significant

changes in our internal control over financial reporting or in other factors that could significantly affect these controls subsequent

to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act

and the regulations promulgated thereunder.

We will continue to monitor our compliance with all regulations that are adopted under the

Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.

addition, the Nasdaq Global Select Market has adopted various corporate governance requirements as part of its listing standards.

believe we are in compliance with such corporate governance listing standards.

We will continue to monitor our compliance with all future

listing standards and will take actions necessary to ensure that we are in compliance therewith.

Voting Policies and Procedures

will vote proxies relating to our portfolio securities in what we perceive to be the best interests of our stockholders.

We will review

on a case-by-case basis each proposal submitted for a vote to determine its impact on the portfolio securities held by us.

will generally vote against proposals that may have a negative impact on our portfolio securities, we may vote for such a proposal if

there are compelling long-term reasons to do so.

proxy voting decisions are made by our executive officers and investment professionals who are responsible for monitoring the relevant

To ensure that our vote is not the product of a conflict of interest, we require that:

(1) anyone involved in the decision-making process disclose to our Chief Compliance Officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote;

and (2) employees involved in the decision-making process or vote administration are prohibited from revealing how we intend to vote on a proposal without the prior approval of the Chief Compliance Officer and our senior management in order to reduce any attempted influence from interested parties.

Proxy Voting Records

You may obtain information about how we voted proxies with respect to our portfolio securities by making a written request for proxy voting information to:

(1) anyone involved in the decision-making

process disclose to our Chief Compliance Officer any potential conflict that he or she is aware of and any contact that he or she has

had with any interested party regarding a proxy vote;

and (2) employees involved in the decision-making process or vote administration

are prohibited from revealing how we intend to vote on a proposal without the prior approval of the Chief Compliance Officer and our

senior management in order to reduce any attempted influence from interested parties.

Voting Records

may obtain information about how we voted proxies with respect to our portfolio securities by making a written request for proxy voting

information to:

Chief Compliance Officer, SuRo Capital Corp., 640 Fifth Avenue, 12th Floor, New York, NY 10019 or compliance@surocap.com.

Privacy Principles

We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information.

The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.

Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our stockholders may become available to us.

We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator).

We restrict access to non-public personal information about our stockholders to our employees and affiliates with a legitimate business need for the information.

We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders.

Available Information

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information.

The following

information is provided to help you understand what personal information we collect, how we protect that information and why, in certain

cases, we may share information with select other parties.

we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information

of our stockholders may become available to us.

We do not disclose any non-public personal information about our stockholders or former

stockholders to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer

agent or third-party administrator).

restrict access to non-public personal information about our stockholders to our employees and affiliates with a legitimate business

need for the information.

We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information

of our stockholders.

SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that

file electronically with the SEC.

The address of that site is http://www.sec.gov .

Our internet address is www.surocap.com.

We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

The information on our website is not incorporated by reference into and should not be considered to be part of this annual report on Form 10-K.

Material U.S.

internet address is www.surocap.com.

We make available free of charge on our website our annual report on Form 10-K, quarterly

reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports as soon as reasonably practicable

after we electronically file such material with, or furnish it to, the SEC.

The information on our website is not incorporated by reference

into and should not be considered to be part of this annual report on Form 10-K.

Federal Income Tax Considerations

Included in our consolidated financial statements are GSV Capital Lending, LLC, SuRo Capital Sports, LLC, and the following wholly-owned subsidiaries, which are taxable subsidiaries (collectively, the “Taxable Subsidiaries”) regardless of whether we qualify for tax treatment as a RIC:

in our consolidated financial statements are GSV Capital Lending, LLC, SuRo Capital Sports, LLC, and the following wholly-owned subsidiaries,

which are taxable subsidiaries (collectively, the “Taxable Subsidiaries”) regardless of whether we qualify for tax treatment

GSVC AE Holdings, Inc., GSVC AV Holdings, Inc., GSVC SW Holdings, Inc., and GSVC SVDS Holdings, Inc.

The Taxable Subsidiaries are C corporations for U.S.

The Taxable Subsidiaries

are C corporations for U.S.

federal and state income tax purposes.

These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies.

Such income tax expenses and deferred taxes, if any, will be reflected in our consolidated financial statements.

We evaluate tax positions taken, or expected to be taken, in the course of preparing our consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority.

We recognize the tax benefits of uncertain tax positions only when the position has met the “more-likely-than-not” threshold.

We classify penalties and interest associated with income taxes, if any, as income tax expense.

Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations and interpretations thereof.

These taxable subsidiaries are not consolidated for income tax purposes

and may generate income tax expenses as a result of their ownership of the portfolio companies.

Such income tax expenses and deferred

taxes, if any, will be reflected in our consolidated financial statements.

evaluate tax positions taken, or expected to be taken, in the course of preparing our consolidated financial statements to determine

whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority.

We recognize the tax

benefits of uncertain tax positions only when the position has met the “more-likely-than-not” threshold.

We classify penalties

and interest associated with income taxes, if any, as income tax expense.

Conclusions regarding tax positions are subject to review and

may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations and interpretations

We have identified our major tax jurisdictions as U.S.

federal and New York.

Election to be Taxed as a RIC

We elected to be taxed as a RIC under the Code beginning with our taxable year ended December 31, 2014, and qualified for taxation as a RIC for such taxable year and each of the subsequent taxable years.

We intend to operate in a manner so as to qualify for taxation as a RIC.

to be Taxed as a RIC

elected to be taxed as a RIC under the Code beginning with our taxable year ended December 31, 2014, and qualified for taxation as a

RIC for such taxable year and each of the subsequent taxable years.

We intend to operate in a manner so as to qualify for taxation as

So long as we maintain our qualification for taxation a RIC, we generally will not be required to pay U.S.

federal income tax at corporate rates on any ordinary income or capital gains that we timely distribute to our stockholders as dividends.

To qualify for taxation as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below).

In addition, in order to qualify for the special treatment accorded to RICs, we are required to distribute to our stockholders on a timely basis each year at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses (the “Annual Distribution Requirement”).

Taxation as a Regulated Investment Company

• qualify as a RIC;

• satisfy the Annual Distribution Requirement,

then we will not be subject to U.S.

federal income tax on the portion of our income and capital gains that we timely distribute (or are deemed to distribute) to stockholders.

federal income tax

at corporate rates on any ordinary income or capital gains that we timely distribute to our stockholders as dividends.

To qualify for

taxation as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below).

In addition, in order to qualify for the special treatment accorded to RICs, we are required to distribute to our stockholders on a timely

basis each year at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus

the excess of realized net short-term capital gains over realized net long-term capital losses (the “Annual Distribution Requirement”).

as a Regulated Investment Company

the Annual Distribution Requirement,

we will not be subject to U.S.

federal income tax on the portion of our income and capital gains that we timely distribute (or are deemed

to distribute) to stockholders.

We will be subject to U.S.

federal income tax at the regular corporate rates on any income, including capital gains not distributed (or deemed distributed) to our stockholders.

We will be subject to a 4% nondeductible U.S.

federal excise tax on certain undistributed income unless we distribute in a timely manner each calendar year an amount equal to at least the sum of (1) 98% of our net ordinary income for each calendar year, (2) 98.2% of our capital gains in excess of capital losses for the one-year period ending October 31 in that calendar year and (3) any ordinary income and net capital gains that we recognized for preceding years but were not distributed during such years and on which we paid no U.S.

federal income tax at the regular corporate rates on any income, including

capital gains not distributed (or deemed distributed) to our stockholders.

will be subject to a 4% nondeductible U.S.

federal excise tax on certain undistributed income unless we distribute in a timely manner

each calendar year an amount equal to at least the sum of (1) 98% of our net ordinary income for each calendar year, (2) 98.2% of our

capital gains in excess of capital losses for the one-year period ending October 31 in that calendar year and (3) any ordinary income

and net capital gains that we recognized for preceding years but were not distributed during such years and on which we paid no U.S.

federal income tax (the “Excise Tax Avoidance Requirement”).

While we intend to timely distribute our income and capital gains in order to avoid imposition of this 4% U.S.

federal excise tax, we may not be successful in avoiding entirely the imposition of this tax.

While we intend to timely distribute our income and capital

gains in order to avoid imposition of this 4% U.S.

federal excise tax, we may not be successful in avoiding entirely the imposition of

In that case, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

In order to qualify as a RIC for U.S.

order to qualify as a RIC for U.S.

federal income tax purposes, we must, among other things:

• continue to qualify as a BDC under the 1940 Act at all times during each taxable year;

• derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, other income derived with respect to our business of investing in such stock or securities and net income from “qualified publicly traded partnerships” (the “90% Income Test”);

• diversify our holdings so that at the end of each quarter of the taxable year:

• at least 50% of the value of our assets consists of cash, cash equivalents, U.S.

government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer (the “50% Diversification Test”);

• no more than 25% of the value of our assets is invested in the securities of one issuer, other than U.S.

government securities or securities of other RICs, the securities (other than securities of other RICs) of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or the securities of businesses, or of certain “qualified publicly traded partnerships” (the “25% Diversification Test,” and together with the 50% Diversification Test, the “Diversification Tests”).

If we satisfy the Diversification Tests as of the close of any quarter, we will not fail the Diversification Tests as of the close of a subsequent quarter as a consequence of a discrepancy between the value of our assets and the requirements of the Diversification Tests that is attributable solely to fluctuations in the value of our assets.

Rather, we will fail the Diversification Tests as of the end of a subsequent quarter only if such a discrepancy existed immediately after our acquisition of any asset and such discrepancy is wholly or partly the result of that acquisition.

In addition, if we fail the Diversification Tests as of the end of any quarter, we will not lose our status as a RIC if we eliminate the discrepancy within thirty days of the end of such quarter and, if we eliminate the discrepancy within that thirty-day period, we will be treated as having satisfied the Diversification Tests as of the end of such quarter for purposes of applying the rule described in the preceding sentence.

We may be required to recognize taxable income in circumstances in which we do not receive cash.

For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (which may arise if we receive warrants in connection with the origination of a loan or possibly in other circumstances), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year.

We may also have to include in income other amounts that we have not yet received in cash, such as contractual payment-in-kind, or PIK, interest (which represents contractual interest added to the loan balance and due at the end of the loan term) or dividends and deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock.

Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement and the Excise Tax Avoidance Requirement, even though we will not have received any corresponding cash amount.

We will be subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement.

See “—Regulation as a Business Development Company—Senior Securities.” Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the Diversification Tests.

If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

We may be required to sell assets in order to satisfy the Diversification Tests.

However, our ability to dispose of assets to meet the Diversification Tests may be limited by the illiquid nature of our portfolio.

If we dispose of assets in order to meet the Diversification Tests, we may make such dispositions at times that, from an investment standpoint, are not advantageous and may result in substantial losses.

We may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local or foreign income taxes, franchise taxes, or withholding liabilities.

To the extent that we invest in entities treated as partnerships for U.S.

federal income tax purposes (other than a “qualified publicly-traded partnership”), we generally must include the items of gross income derived by the partnerships for purposes of the 90% Income Test, and the income that is derived from a partnership (other than a “qualified publicly-traded partnership”) will be treated as qualifying income for purposes of the 90% Income Test only to the extent that such income is attributable to items of income of the partnership which would be qualifying income if realized by us directly.

In order to meet the 90% Income Test, we may establish one or more special purpose corporations to hold assets from which we do not anticipate earning dividend, interest or other qualifying income under the 90% Income Test.

Any investments held through a special purpose corporation would generally be subject to U.S.

federal income and other taxes, and therefore we can expect to achieve a reduced after-tax yield on such investments.

Certain of our investment practices may be subject to special and complex U.S.

to qualify as a BDC under the 1940 Act at all times during each taxable year;

in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities,

gains from the sale of stock or other securities or foreign currencies, other income derived with respect to our business of investing

in such stock or securities and net income from “qualified publicly traded partnerships” (the “90% Income Test”);

our holdings so that at the end of each quarter of the taxable year:

least 50% of the value of our assets consists of cash, cash equivalents, U.S.

government securities, securities of other RICs, and

other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than

10% of the outstanding voting securities of the issuer (the “50% Diversification Test”);

more than 25% of the value of our assets is invested in the securities of one issuer, other than U.S.

government securities or securities

of other RICs, the securities (other than securities of other RICs) of two or more issuers that are controlled, as determined under

applicable Code rules, by us and that are engaged in the same or similar or related trades or the securities of businesses, or of

certain “qualified publicly traded partnerships” (the “25% Diversification Test,” and together with the 50%

Diversification Test, the “Diversification Tests”).

we satisfy the Diversification Tests as of the close of any quarter, we will not fail the Diversification Tests as of the close of a

subsequent quarter as a consequence of a discrepancy between the value of our assets and the requirements of the Diversification Tests

that is attributable solely to fluctuations in the value of our assets.

Rather, we will fail the Diversification Tests as of the end

of a subsequent quarter only if such a discrepancy existed immediately after our acquisition of any asset and such discrepancy is wholly

or partly the result of that acquisition.

In addition, if we fail the Diversification Tests as of the end of any quarter, we will not

lose our status as a RIC if we eliminate the discrepancy within thirty days of the end of such quarter and, if we eliminate the discrepancy

within that thirty-day period, we will be treated as having satisfied the Diversification Tests as of the end of such quarter for purposes

of applying the rule described in the preceding sentence.

may be required to recognize taxable income in circumstances in which we do not receive cash.

For example, if we hold debt obligations

that are treated under applicable tax rules as having original issue discount (which may arise if we receive warrants in connection with

the origination of a loan or possibly in other circumstances), we must include in income each year a portion of the original issue discount

that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable

We may also have to include in income other amounts that we have not yet received in cash, such as contractual payment-in-kind,

or PIK, interest (which represents contractual interest added to the loan balance and due at the end of the loan term) or dividends and

deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock.

Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of

accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement and the

Excise Tax Avoidance Requirement, even though we will not have received any corresponding cash amount.

will be subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements

that could, under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement.

See “—Regulation as a Business Development Company—Senior Securities.” Moreover, our ability to dispose of assets

to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating

to our status as a RIC, including the Diversification Tests.

If we dispose of assets in order to meet the Annual Distribution Requirement

or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

may be required to sell assets in order to satisfy the Diversification Tests.

However, our ability to dispose of assets to meet the Diversification

Tests may be limited by the illiquid nature of our portfolio.

If we dispose of assets in order to meet the Diversification Tests, we

may make such dispositions at times that, from an investment standpoint, are not advantageous and may result in substantial losses.

may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local or

foreign income taxes, franchise taxes, or withholding liabilities.

To the extent that we invest in entities treated as partnerships for

federal income tax purposes (other than a “qualified publicly-traded partnership”), we generally must include the items

of gross income derived by the partnerships for purposes of the 90% Income Test, and the income that is derived from a partnership (other

than a “qualified publicly-traded partnership”) will be treated as qualifying income for purposes of the 90% Income Test

only to the extent that such income is attributable to items of income of the partnership which would be qualifying income if realized

by us directly.

order to meet the 90% Income Test, we may establish one or more special purpose corporations to hold assets from which we do not anticipate

earning dividend, interest or other qualifying income under the 90% Income Test.

Any investments held through a special purpose corporation

would generally be subject to U.S.

federal income and other taxes, and therefore we can expect to achieve a reduced after-tax yield on

such investments.

of our investment practices may be subject to special and complex U.S.

federal income tax provisions that may, among other things:

(i) disallow, suspend or otherwise limit the allowance of certain losses or deductions;

(ii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary income;

(iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited);

disallow, suspend or otherwise limit the allowance of certain losses or deductions;

(ii) convert lower taxed long-term capital gain into

higher taxed short-term capital gain or ordinary income;

(iii) convert an ordinary loss or a deduction into a capital loss (the deductibility

of which is more limited);

(iv) cause us to recognize income or gain without a corresponding receipt of cash;

(v) adversely affect the time as to when a purchase or sale of securities is deemed to occur;

(vi) adversely alter the characterization of certain complex financial transactions;

(v) adversely affect the

time as to when a purchase or sale of securities is deemed to occur;

(vi) adversely alter the characterization of certain complex financial

transactions;

and (vii) produce income that will not be qualifying income for purposes of the 90% Income Test described above.

We will monitor our transactions and may make certain tax elections in order to mitigate the potential adverse effect of these provisions.

A portfolio company may face financial difficulty that requires us to work-out, modify or otherwise restructure our investment in the portfolio company.

monitor our transactions and may make certain tax elections in order to mitigate the potential adverse effect of these provisions.

portfolio company may face financial difficulty that requires us to work-out, modify or otherwise restructure our investment in the portfolio

Any such restructuring may result in unusable capital losses and future non-cash income.

Any restructuring may also result in our recognition of a substantial amount of non-qualifying income for purposes of the 90% Income Test.

Gain or loss realized by us from the sale or exchange of warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss.

The treatment of such gain or loss as long-term or short-term will depend on how long we held a particular warrant.

Upon the exercise of a warrant acquired by us, our adjusted tax basis in the stock purchased under the warrant will equal the sum of the amount paid for the warrant plus the strike price paid on the exercise of the warrant.

As a RIC, we are generally limited in our ability to deduct expenses in excess of our “investment company taxable income” (which is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses).

If our expenses in a given year exceed investment company taxable income, we would experience a net operating loss for that year.

However, a RIC is not permitted to carry forward net operating losses to subsequent years.

In addition, expenses can be used only to offset investment company taxable income, not net capital gain.

Due to these limits on the deductibility of expenses, we may, for tax purposes, have aggregate taxable income or net capital gains for several years that we are required to distribute and that is taxable to our stockholders even if such income or net capital gains is greater than the aggregate net income we actually earned during those years.

Such required distributions may be made from the Company’s cash assets or by liquidation of investments, if necessary.

We may realize gains or losses from such liquidations.

In the event we realize net capital gains from such transactions, a stockholder may receive a larger capital gain distribution than it would have received in the absence of such transactions.

Our investment in non-U.S.

Any restructuring may also result in

our recognition of a substantial amount of non-qualifying income for purposes of the 90% Income Test.

or loss realized by us from the sale or exchange of warrants acquired by us as well as any loss attributable to the lapse of such warrants

generally will be treated as capital gain or loss.

The treatment of such gain or loss as long-term or short-term will depend on how long

we held a particular warrant.

Upon the exercise of a warrant acquired by us, our adjusted tax basis in the stock purchased under the

warrant will equal the sum of the amount paid for the warrant plus the strike price paid on the exercise of the warrant.

a RIC, we are generally limited in our ability to deduct expenses in excess of our “investment company taxable income” (which

is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses).

If our expenses in

a given year exceed investment company taxable income, we would experience a net operating loss for that year.

However, a RIC is not

permitted to carry forward net operating losses to subsequent years.

In addition, expenses can be used only to offset investment company

taxable income, not net capital gain.

Due to these limits on the deductibility of expenses, we may, for tax purposes, have aggregate

taxable income or net capital gains for several years that we are required to distribute and that is taxable to our stockholders even

if such income or net capital gains is greater than the aggregate net income we actually earned during those years.

Such required distributions

may be made from the Company’s cash assets or by liquidation of investments, if necessary.

We may realize gains or losses from

such liquidations.

In the event we realize net capital gains from such transactions, a stockholder may receive a larger capital gain

distribution than it would have received in the absence of such transactions.

investment in non-U.S.

securities may be subject to non-U.S.

income, withholding and other taxes.

In that case, our yield on those securities would be decreased.

In that case, our yield on those securities

would be decreased.

Stockholders will generally not be entitled to claim a credit or deduction with respect to non-U.S.

taxes paid by us.

If we purchase shares in a “passive foreign investment company” (a “PFIC”), we may be subject to U.S.

federal income tax on our allocable share of a portion of any “excess distribution” received on, or any gain from the disposition of, such shares.

Additional charges in the nature of interest generally will be imposed on us in respect of deferred taxes arising from any such excess distribution or gain.

This additional tax and interest may apply even if we make a distribution in an amount equal to any "excess distribution" or gain from the disposition of such shares as a taxable dividend by us to our shareholders.

If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code (a “QEF”), in lieu of the foregoing requirements, we will be required to include in income each year our proportionate share of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed by the QEF.

Alternatively, we may be able to elect to mark-to-market at the end of each taxable year its shares in a PFIC;

in this case, we will recognize as ordinary income our allocable share of any increase in the value of such shares, and as ordinary loss our allocable share of any decrease in such value to the extent that any such decrease does not exceed prior increases included in our income.

Under either election, we may be required to recognize in a year income in excess of distributions from PFICs and proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the 4% U.S.

taxes paid by

we purchase shares in a “passive foreign investment company” (a “PFIC”), we may be subject to U.S.

federal income

tax on our allocable share of a portion of any “excess distribution” received on, or any gain from the disposition of, such

Additional charges in the nature of interest generally will be imposed on us in respect of deferred taxes arising from any such

excess distribution or gain.

This additional tax and interest may apply even if we make a distribution in an amount equal to any “excess

distribution” or gain from the disposition of such shares as a taxable dividend by us to our shareholders.

If we invest in a PFIC

and elect to treat the PFIC as a “qualified electing fund” under the Code (a “QEF”), in lieu of the foregoing

requirements, we will be required to include in income each year our proportionate share of the ordinary earnings and net capital gain

of the QEF, even if such income is not distributed by the QEF.

Alternatively, we may be able to elect to mark-to-market at the end of

each taxable year its shares in a PFIC;

in this case, we will recognize as ordinary income our allocable share of any increase in the

value of such shares, and as ordinary loss our allocable share of any decrease in such value to the extent that any such decrease does

not exceed prior increases included in our income.

Under either election, we may be required to recognize in a year income in excess

of distributions from PFICs and proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject

to the Annual Distribution Requirement and will be taken into account for purposes of the 4% U.S.

federal excise tax.

Failure to Maintain our Qualification as a RIC

If we fail to satisfy the 90% Income Test or the Diversification Tests for any taxable year, we may nevertheless continue to qualify as a RIC for such year if certain relief provisions are applicable (which may, among other things, require us to pay certain U.S.

federal income taxes at corporate rates or to dispose of certain assets).

If we were unable to qualify for treatment as a RIC and the foregoing relief provisions are not applicable, we would be subject to tax on all of our taxable income at regular corporate rates, regardless of whether we make any distributions to our stockholders.

Distributions would not be required, and any distributions would be taxable to our stockholders as ordinary dividend income that, subject to certain limitations, may be eligible for the 20% maximum rate to the extent of our current and accumulated earnings and profits provided certain holding period and other requirements were met.

Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends-received deduction.

Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital that would reduce the stockholder's adjusted tax basis in its common stock (and correspondingly increase such stockholder's gain, or reduce such stockholder's loss, on disposition of such common stock), and any remaining distributions would be treated as a capital gain.

To requalify as a RIC in a subsequent taxable year, we would be required to satisfy the RIC qualification requirements for that year and dispose of any earnings and profits from any year in which we failed to qualify as a RIC.

Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the nonqualifying year, we could be subject to tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized within the subsequent five years, unless we made a special election to pay U.S.

federal income tax at corporate rates on such built-in gain at the time of our requalification as a RIC.

Tax matters are complicated and the tax consequences to an investor of an investment in our common stock will depend on the facts of his, her or its particular situation.

We encourage investors to consult their own tax advisers regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of U.S.

federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty and the effect of any possible changes in the tax laws.

See “Risk Factors—Risks Related to Our Business and Structure” in Part I, Item 1A of this Form 10-K and “Note 2—Significant Accounting Policies— U.S.

Federal and State Income Taxes ” and “Note 9—Income Taxes” to our consolidated financial statements for the year ended December 31, 2021 for further detail.

to Maintain our Qualification as a RIC

we fail to satisfy the 90% Income Test or the Diversification Tests for any taxable year, we may nevertheless continue to qualify as

a RIC for such year if certain relief provisions are applicable (which may, among other things, require us to pay certain U.S.

income taxes at corporate rates or to dispose of certain assets).

we were unable to qualify for treatment as a RIC and the foregoing relief provisions are not applicable, we would be subject to tax on

all of our taxable income at regular corporate rates, regardless of whether we make any distributions to our stockholders.

Distributions

would not be required, and any distributions would be taxable to our stockholders as ordinary dividend income that, subject to certain

limitations, may be eligible for the 20% maximum rate to the extent of our current and accumulated earnings and profits provided certain

holding period and other requirements were met.

Subject to certain limitations under the Code, corporate distributees would be eligible

for the dividends-received deduction.

Distributions in excess of our current and accumulated earnings and profits would be treated first

as a return of capital that would reduce the stockholder’s adjusted tax basis in its common stock (and correspondingly increase

such stockholder’s gain, or reduce such stockholder’s loss, on disposition of such common stock), and any remaining distributions

would be treated as a capital gain.

To requalify as a RIC in a subsequent taxable year, we would be required to satisfy the RIC qualification

requirements for that year and dispose of any earnings and profits from any year in which we failed to qualify as a RIC.

limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification

and that requalify as a RIC no later than the second year following the nonqualifying year, we could be subject to tax on any unrealized

net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized within the subsequent

five years, unless we made a special election to pay U.S.

federal income tax at corporate rates on such built-in gain at the time of

our requalification as a RIC.

matters are complicated and the tax consequences to an investor of an investment in our common stock will depend on the facts of his,

her or its particular situation.

We encourage investors to consult their own tax advisers regarding the specific consequences of such

an investment, including tax reporting requirements, the applicability of U.S.

federal, state, local and foreign tax laws, eligibility

for the benefits of any applicable tax treaty and the effect of any possible changes in the tax laws.

“Risk Factors—Risks Related to Our Business and Structure” in Part I, Item 1A of this Form 10-K and “Note 2—Significant

Accounting Policies— U.S.

Federal and State Income Taxes ” and “Note 9—Income Taxes” to our consolidated

financial statements for the year ended December 31, 2022 for further detail.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business