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Item 7. Management’s Discussion and Analysis

2023-03-16 compared with 2022-03-11 · 669 added, 418 removed, 130 unchanged (89% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking statements

This annual report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties.

These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions.

Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements.

The forward-looking statements contained in this annual report on Form 10-K involve risks and uncertainties, including, without limitation, statements as to:

• the effect and consequences of the novel coronavirus (“COVID-19”) public health crisis on matters including global, U.S.

and local economies, our business operations and continuity, potential disruption to our portfolio companies, tightened availability to capital and financing, the health and productivity of our employees, the ability of third-party providers to continue uninterrupted service, and the regulatory environment in which we operate;

• our future operating results;

• our business prospects and the prospects of our portfolio companies;

• the impact of investments that we expect to make;

• our contractual arrangements and relationships with third parties;

• the dependence of our future success on the general economy and its impact on the industries in which we invest;

• the ability of our portfolio companies to achieve their objectives;

• our expected financings and investments;

• the adequacy of our cash resources and working capital;

• the timing of cash flows, if any, from the operations of our portfolio companies.

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

• an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

• an economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated, causing us to suffer losses in our portfolio;

• a contraction of available credit and/or an inability to access the equity markets could impair our investment activities;

• interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;

• the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate.

Important assumptions include our ability to originate new investments, certain margins and levels of profitability and the availability of additional capital.

In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this annual report on Form 10-K should not be regarded as a representation by us that our plans and objectives will be achieved.

These risks and uncertainties include those described or identified in our quarterly reports on Form 10-Q and our annual report on Form 10-K, in the “Risk Factors” sections.

You should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report on Form 10-K.

The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this annual report on Form 10-K.

We are an internally-managed, non-diversified closed-end management investment company that 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”).

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.

In regard to the regulatory requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio companies” generally include U.S.

Forward-Looking

annual report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties.

These forward-looking

statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and

prospective portfolio investments, our industry, our beliefs, and our assumptions.

Words such as “anticipates,” “expects,”

“intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,”

“estimates,” “would,” “could,” “should,” “targets,” “projects,”

and variations of these words and similar expressions are intended to identify forward-looking statements.

forward-looking statements contained in this annual report on Form 10-K involve risks and uncertainties, including, without limitation,

statements as to:

effect and consequences of the novel coronavirus (“COVID-19”) public health crisis on matters including global, U.S.

and local economies, our business operations and continuity, potential disruption to our portfolio companies, tightened availability

to capital and financing, the health and productivity of our employees, the ability of third-party providers to continue uninterrupted

service, and the regulatory environment in which we operate;

future operating results;

business prospects and the prospects of our portfolio companies;

impact of investments that we expect to make;

contractual arrangements and relationships with third parties;

dependence of our future success on the general economy and its impact on the industries in which we invest;

ability of our portfolio companies to achieve their objectives;

expected financings and investments;

adequacy of our cash resources and working capital;

timing of cash flows, if any, from the operations of our portfolio companies.

statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond

our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking

statements, including without limitation:

economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some

or all of our investments in such portfolio companies;

economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated,

causing us to suffer losses in our portfolio;

contraction of available credit and/or an inability to access the equity markets could impair our investment activities;

in inflation or an inflationary economic environment could adversely affect our portfolio companies’ operating results, causing

us to suffer losses in our portfolio;

rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;

risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” in our quarterly reports on

Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC.

we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove

to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate.

Important assumptions

include our ability to originate new investments, certain margins and levels of profitability and the availability of additional capital.

In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this annual report on Form 10-K

should not be regarded as a representation by us that our plans and objectives will be achieved.

These risks and uncertainties include

those described or identified in our quarterly reports on Form 10-Q and our annual report on Form 10-K, in the “Risk Factors”

You should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report

on Form 10-K.

The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated

financial statements and the related notes thereto contained elsewhere in this annual report on Form 10-K.

are an internally-managed, non-diversified closed-end management investment company that 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”).

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.

regard to the regulatory requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible

portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio companies”

generally include U.S.

companies that are not investment companies and that do not have securities listed on a national exchange.

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 until such time as 70% of our then-current gross assets were comprised of qualifying assets.

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

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.

Internalization of Operating Structure

On and effective March 12, 2019 (the "Effective Date"), our 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” and “Part II, Item 8, Note 11—Stock-Based Compensation” in this Form 10-K for more information.

Except as otherwise disclosed herein, this Form 10-K discusses our business and operations as an internally-managed BDC during the period covered by this Form 10-K.

Recent COVID-19 Developments

In March 2020, the outbreak of the novel coronavirus (“COVID-19”) was recognized as a pandemic by the World Health Organization.

As of the year ended December 31, 2021, and subsequent to December 31, 2021, the COVID-19 pandemic has had a significant impact on the U.S.

and global economy.

We have and continue to assess the impact of the COVID-19 pandemic on our portfolio companies.

We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide, the effectiveness of governmental responses designed to mitigate strain to businesses and the economy, and the magnitude of the economic impact of the outbreak, including with respect to the travel restrictions, business closures and other quarantine measures imposed on service providers and other individuals by various local, state, and federal governmental authorities, as well as non-U.S.

governmental authorities.

As such, we are unable to predict the duration of any business and supply-chain disruptions, the extent to which the COVID-19 pandemic will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition.

Our portfolio companies and, by extension, our operating results may be adversely impacted by the COVID-19 pandemic and, depending on the duration and extent of the disruption to the operations of our portfolio companies, certain portfolio companies may experience financial distress and may possibly default on their financial obligations to us and their other capital providers.

Any of these developments would likely result in a decrease in the value of our investment in any such portfolio company.

In addition, to the extent that the impact to our portfolio companies results in reduced interest payments or permanent impairments on our investments, we could see a decrease in our net investment income, which would increase the percentage of our cash flows dedicated to our debt obligations and could impact the amount of any future distributions to our stockholders.

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 of March 10, 2022, there is no indication of a reportable subsequent event impacting the Company’s financial statements for the year ended December 31, 2021.

The Company continues to observe and respond to the evolving COVID-19 environment and its potential impact on areas across its business.

Portfolio and Investment Activity

Year Ended December 31, 2021

The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.

The fair value, as of December 31, 2021, of all of our portfolio investments was $260,136,253.

During the year ended December 31, 2021, we funded investments in an aggregate amount of $81,668,146 (not including capitalized transaction costs) as shown in the following table:

Portfolio Company Investment Transaction Date Gross Payments

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 until such time as 70% of our then-current gross assets were comprised of qualifying assets.

We would not be required,

however, to dispose of any non-qualifying assets in such circumstances.

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.

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.

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 IPO in May 2011 and began our investment operations

during the second quarter of 2011.

On and effective June 22, 2020, we changed our name to “SuRo Capital Corp.” from “Sutter Rock Capital

On and effective March 12, 2019, our Board of Directors approved our 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 our stockholders

with its management.

As an internally managed BDC, we are managed by our employees, rather than the employees of an external investment

adviser, thereby allowing for greater transparency to stockholders through robust disclosure regarding our compensation structure.

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.

Except as otherwise disclosed herein, this Form 10-K discusses our business

and operations as an internally-managed BDC during the period covered by this Form 10-K.

and Investment Activity

Ended December 31, 2022

value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes

in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.

The fair value, as of December 31, 2022, of all of our portfolio investments, excluding U.S.

Treasury bills, was $157,188,578.

the year ended December 31, 2022, we funded investments in an aggregate amount of $23,665,080 (not including capitalized transaction

costs or investments in short-term U.S.

Treasury investments) as shown in the following table:

Portfolio Company

Transaction Date

Gross Payments

Shogun Enterprises, Inc.

(d/b/a Hearth)

Convertible Note 0.5%, Due 4/18/2024

EDGE Markets, Inc.

Preferred shares, Series Seed

Preferred shares, Series C

Xgroup Holdings Limited (d/b/a Xpoint)

Convertible Note 6%, Due 8/17/2023

Orchard Technologies, Inc.

Simple Agreement for Future Equity (SAFE)

Forge Global, Inc.

Common shares

YouBet Technology, Inc.

(d/b/a FanPower)

Preferred shares,

Series Seed-2

Locus Robotics Corp.

Preferred shares, Series F

On and effective August 5, 2022, SuRo Capital Corp.

Forge Global, Inc.

of its intent to net exercise via cashless settlement its 230,144 common warrants in Forge Global, Inc.

shares of Forge Global Inc.’s public common stock, pursuant to the net exercise formula in the warrant agreement.

was effectuated on September 30, 2022.

the year ended December 31, 2022, we capitalized fees of $33,384.

the year ended December 31, 2022, we exited or received proceeds from investments in the amount of $9,063,919, net of transaction costs,

and realized a net gain/(loss) on investments of $(5,905,453) (including adjustments to amounts held in escrow receivable) as shown in

following table:

Portfolio Company

Transaction Date

Average Net Share Price (1)

Realized Gain/(Loss) (2)

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) Common Shares 2/12/2021 $ 499,986

(f/k/a GreenAcreage Real Estate Corp.) (3)

Rover Group, Inc.

Rent the Runway, Inc.

Residential Homes for Rent, LLC (d/b/a Second Avenue) (6)

True Global Ventures 4 Plus Pte Ltd (7)

Palantir Lending Trust SPV I (8)

Enjoy Technology, Inc.

$ (5,891,016 )

The average net share price is the net share price realized

after deducting all commissions and fees on the sale(s), if applicable.

Realized gain/(loss) does not include adjustments to amounts

held in escrow receivable.

As of December 31, 2022, SuRo Capital Corp.

held 229,758 remaining

NewLake Capital Partners, Inc.

public common shares.

As of October 11, 2022, SuRo Capital Corp.

had sold all its

public common shares of Rover Group, Inc.

As of December 31, 2022, SuRo Capital Corp.

held 79,191 remaining

Rent the Runway, Inc.

public common shares.

During the year ended December 31, 2022, approximately $1.2

million has been received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023.

Of the proceeds received, approximately $1.0 million repaid a portion of the outstanding principal and the remaining was attributed to

On May 31, 2022, SuRo Capital

received an $874,470 cash distribution from True Global Ventures 4 Plus Pte Ltd.

On July 14, 2022, a final payment was received for the remaining

512,290 Class A common shares of Palantir Technologies, Inc.

that comprised the beneficial equity interest in underlying shares.

realized gain from SuRo Capital Corp.’s investment in Palantir Lending Trust SPV I is generated by the proceeds from the sale of

shares collateralizing the repaid promissory note to Palantir Lending Trust SPV I and attributable to the Equity Participation in Underlying

As of August 12, 2022, SuRo Capital Corp.

had sold all its

public common shares of Enjoy Technology, Inc.

As of December 31, 2022, SuRo Capital Corp.

held 38,305 remaining

ASA public common shares.

the year ended December 31, 2022, we did not write-off any investments and our OneValley, Inc.

(f/k/a NestGSV, Inc.) Series B preferred

warrants with a strike price of $2.31 expired on May 29, 2022.

Ended December 31, 2021

the year ended December 31, 2021, we funded investments in an aggregate amount of $81,668,146 (not including capitalized transaction

costs) as shown in the following table:

Portfolio Company

Transaction Date

Gross Payments

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.)

Common shares

Churchill Sponsor VI LLC (1)

3 unchanged sentences

Shogun Enterprises, Inc.

Preferred Shares, Series B-1 2/26/2021 3,499,994

Shogun Enterprises, Inc.

Preferred Shares, Series B-2 2/26/2021 3,499,998

Architect Capital PayJoy SPV, LLC (4)

Membership Interest in Lending SPV 3/24/2021 10,000,000

Preferred shares, Series B-1 & Series B-2

Commercial Streaming Solutions Inc.

(d/b/a BettorView) Simple Agreement for Future Equity ("SAFE") 3/26/2021 1,000,000

Colombier Sponsor LLC (5)

Class B Units & Class W Units 4/1/2021 502,193

Colombier Sponsor LLC (5)

Class B Units & Class W Units 6/7/2021 2,209,649

(d/b/a BettorView)

Simple Agreement for Future Equity (“SAFE”)

Churchill Capital Corp.

3 unchanged sentences

Preferred shares, Series C

Colombier Sponsor LLC (5)

Class B Units & Class W Units

AltC Sponsor LLC (6)

Share Units 7/21/2021 250,000

Preferred shares

4 unchanged sentences

YouBet Technology, Inc.

(d/b/a PickUp) Preferred Shares, Series Seed-2 8/26/2021 499,999

(d/b/a PickUp)

Preferred shares, Series Seed-2

True Global Ventures 4 Plus Pte Ltd (7)

Limited Partner Fund Investment

(d/b/a Compliable) Preferred Shares, Series Seed-4 10/12/2021 1,000,000

Architect Capital PayJoy SPV, LLC (8)

Membership Interest in Lending SPV

(d/b/a Compliable)

Preferred shares, Series Seed-4

Course Hero, Inc.

Preferred shares, Series C

Total $ 81,668,146

_________________________________

(1) Churchill Sponsor VI LLC is the sponsor of Churchill Capital Corp VI, a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Our investment in Churchill Sponsor VI LLC constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and President, has a non-controlling interest in the entity that controls Churchill Sponsor VI LLC, and is a non-controlling board member of Churchill Capital Corp VI.

(2) Churchill Sponsor VII LLC is the sponsor of Churchill Capital Corp VII, a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Our investment in Churchill Sponsor VII LLC constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and President, has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling board member of Churchill Capital Corp VII.

(3) Keri Findley, a senior managing director of the Company, is a non-controlling member of the board of directors of Shogun Enterprises, Inc.

and holds a minority equity interest in such company.

(4) As of December 31, 2021, the total $10.0 million capital commitment representing SuRo Capital Corp.'s Membership Interest in Architect Capital PayJoy SPV, LLC had been called and funded.

Keri Findley, a senior managing director of the Company, is a non-controlling member of the board of directors of the investment manager to Architect Capital PayJoy SPV, LLC and holds a minority equity interest in such investment manager.

(5) Colombier Sponsor LLC is the sponsor of Colombier Acquisition Corp., a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Keri Findley, a senior managing director of the Company, and Claire Councill, an investment professional of the Company, are non-controlling members of the board of directors of Colombier Acquisition Corp.

Churchill Sponsor VI LLC is the sponsor of Churchill Capital

Corp VI, a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or similar business combination with one or more businesses.

Our investment in Churchill Sponsor VI LLC

constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman,

CEO and President, has a non-controlling interest in the entity that controls Churchill Sponsor VI LLC, and is a non-controlling board

member of Churchill Capital Corp VI.

Churchill Sponsor VII LLC is the sponsor of Churchill Capital

Corp VII, a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or similar business combination with one or more businesses.

Our investment in Churchill Sponsor VII LLC

constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman,

CEO and President, has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling board

member of Churchill Capital Corp VII.

The Company’s initial investment in Shogun Enterprises,

on February 26, 2021 constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact

that Keri Findley, a former senior managing director of the Company until her departure on March 9, 2022, is a non-controlling member

of the board of directors of Shogun Enterprises, Inc., and holds a minority equity interest in such portfolio company.

On June 11, 2021, Churchill Capital Corp.

II, a special purpose acquisition company, executed a private investment in public equity transaction in order to acquire shares of Software Luxembourg Holding S.A.

II, a special purpose

acquisition company, executed a private investment in public equity transaction in order to acquire shares of Software Luxembourg Holding

alongside the merger of Software Luxembourg Holding S.A.

and Churchill Capital Corp.

Following the merger, Software Luxembourg Holding S.A.

Following the merger, Software Luxembourg

changed its name to Skillsoft Corp.

This investment constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and President, has a non-controlling interest

in the entity that controls Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp II, and is a non-controlling board member of Churchill Capital Corp II.

(7) AltC Sponsor LLC is the sponsor of AltC Acquisition Corp., a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The Company's investment in AltC Sponsor LLC constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark D.

Klein, the Company's Chairman, Chief Executive Officer and President, has a non-controlling interest in one of the entities that controls AltC Sponsor LLC, and Allison Green, the Company's Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary, is a non-controlling member of the board of directors of AltC Acquisition Corp.

(8) As of December 31, 2021, $0.7 million of a $2.0 million capital commitment to True Global Ventures 4 Plus Fund LP had been called and funded.

During the year ended December 31, 2021, we capitalized fees of $47,893.

During the year ended December 31, 2021, we exited or received proceeds from investments in an amount of $259,698,537, net of transaction costs, and realized a net gain on investments of $218,735,504 (including U.S.

Treasury investments and adjustments to amounts held in escrow receivable) as shown in following table:

Portfolio Company Transaction Date Shares Average Net Share Price (1)

Net Proceeds Realized Gain (2)

This investment constituted a “remote-affiliate” transaction for purposes

of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and President, has a non-controlling interest in the entity that

controls Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp II, and is a non-controlling board member of Churchill Capital

Colombier Sponsor LLC is the sponsor of Colombier Acquisition

Corp., a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or similar business combination with one or more businesses.

Keri Findley, a former senior managing director

of the Company until her departure on March 9, 2022, and Claire Councill, a former investment professional of the Company until her departure

on April 15, 2022, are non-controlling members of the board of directors of Colombier Acquisition Corp., a special purpose acquisition

company, which is sponsored by Colombier Sponsor LLC, one of the Company’s portfolio companies.

AltC Sponsor LLC is the sponsor of AltC Acquisition Corp.,

a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock

purchase, reorganization or similar business combination with one or more businesses.

The Company’s investment in AltC Sponsor

LLC constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark D.

Company’s Chairman, Chief Executive Officer and President, has a non-controlling interest in one of the entities that controls

AltC Sponsor LLC, and Allison Green, the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary,

is a non-controlling member of the board of directors of AltC Acquisition Corp.

As of December 31, 2021, $0.7 million of a $2.0 million capital

commitment to True Global Ventures 4 Plus Fund LP had been called and funded.

As of December 31, 2021, the total $10.0 million capital commitment

representing SuRo Capital Corp.’s Membership Interest in Architect Capital PayJoy SPV, LLC had been called and funded.

the year ended December 31, 2021, we capitalized fees of $47,893.

the year ended December 31, 2021, we exited or received proceeds from investments in an amount of $259,698,537, net of transaction costs,

and realized a net gain on investments of $218,735,504 (including adjustments to amounts held in escrow receivable) as shown in following

Portfolio Company

Transaction Date

Average Net Share Price (1)

Realized Gain (2)

Palantir Technologies, Inc.

Various 4,618,952 $ 26.72 $ 123,419,184 $ 110,544,068

$ 123,419,184

$ 110,544,068

Palantir Lending Trust SPV I (4)

Various N/A N/A 2,172,637 2,172,637

Residential Homes for Rent, LLC (d/b/a Second Avenue) (5)

Various N/A N/A 1,386,457 —

SP Holdings Group, Inc.

4/28/2021 2,542,587 0.19 490,246 490,246

(d/b/a CorpU) (6)

8/24/2021 N/A N/A 6,009,092 1,968,218

9/3/2021 1,799,047 1.67 3,011,486 1,010,886

Skillsoft Corp.

Various 18,157 12.63 229,269 47,699

Coursera, Inc.

Various 3,128,361 36.86 115,325,000 97,965,464

Tynker (f/k/a Neuron Fuel, Inc.) (9)

12/6/2021 534,162 5.44 2,907,951 2,598,640

NewLake Capital Partners, Inc.

Various 167,755 28.30 4,747,215 1,390,636

Total $ 259,698,537 $ 218,188,494

(f/k/a GreenAcreage Real Estate Corp.)

$ 259,698,537

(1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.

(2) Realized gain does not include adjustments to amounts held in escrow receivable.

(3) As of March 4, 2021, all remaining shares of Palantir Technologies, Inc.

$ 218,188,494

The average net share price is the net share price realized

after deducting all commissions and fees on the sale(s), if applicable.

Realized gain does not include adjustments to amounts held

in escrow receivable.

As of March 4, 2021, all remaining shares of Palantir Technologies,

held by us had been sold.

(4) The Palantir Lending Trust SPV I promissory note was initially collateralized with 2,260,000 Class A common shares of Palantir Technologies, Inc.

The Palantir Lending Trust SPV I promissory note was initially

collateralized with 2,260,000 Class A common shares of Palantir Technologies, Inc.

to which SuRo Capital Corp.

retains a beneficial equity upside interest.

As of December 31, 2021, 512,290 Class A common shares remain in Palantir Lending Trust SPV I, none of which are subject to lock-up restrictions.

The realized gain from SuRo Capital Corp.'s investment in Palantir Lending Trust SPV I is generated by the proceeds from the sale of a portion of the shares collateralizing the promissory note to Palantir Lending Trust SPV I and attributable to the Equity Participation in Underlying Collateral.

(5) During the year ended December 31, 2021, approximately $1.4 million has been received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023.

Of the proceeds received, approximately $1.0 million repaid a portion of the outstanding principal and approximately $0.4 million was attributed to interest.

(6) As of December 31, 2021, net proceeds includes approximately $0.3 million in additional proceeds currently held in escrow.

retains a beneficial equity

upside interest.

As of December 31, 2021, 512,290 Class A common shares remain in Palantir Lending Trust SPV I, none of which are subject

to lock-up restrictions.

The realized gain from SuRo Capital Corp.’s investment in Palantir Lending Trust SPV I is generated by

the proceeds from the sale of a portion of the shares collateralizing the promissory note to Palantir Lending Trust SPV I and attributable

to the Equity Participation in Underlying Collateral.

During the year ended December 31, 2021, approximately $1.4

million has been received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023.

Of the proceeds received, approximately $1.0 million repaid a portion of the outstanding principal and approximately $0.4 million was

attributed to interest.

As of December 31, 2021, net proceeds includes approximately

$0.3 million in additional proceeds currently held in escrow.

On September 3, 2021, Clever, Inc.

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received 86,800 common shares in Kahoot!

ASA in addition to cash proceeds and amounts currently held in escrow.

ASA in addition to cash proceeds

and amounts currently held in escrow.

SuRo Capital Corp.

is also eligible to receive cash and Kahoot!

ASA common shares subject to certain earn-out provisions and contingencies.

ASA common shares subject to certain

earn-out provisions and contingencies.

As of December 31, 2021, SuRo Capital Corp.’s common shares in Kahoot!

ASA were subject to certain lock-up restrictions.

ASA were subject

to certain lock-up restrictions.

As of November 4, 2021, all remaining shares of Coursera, Inc.

held by us had been sold.

(9) As of December 31, 2021, net proceeds includes approximately $0.4 million in additional proceeds currently held in escrow.

During the year ended December 31, 2021, we realized a net investment loss of $0.1 million due to the expiration of our OneValley, Inc.

As of December 31, 2021, net proceeds includes approximately

$0.4 million in additional proceeds currently held in escrow.

the year ended December 31, 2021, we realized a net investment loss of $0.1 million due to the expiration of our OneValley, Inc.

(f/k/a NestGSV, Inc.) Series A-4 preferred warrants with a strike price of $1.33 on July 18, 2021, and our OneValley, Inc.

(f/k/a NestGSV, Inc.) Series B preferred warrants with a strike price of $2.31 on November 29, 2021.

During the year ended December 31, 2021, we did not write-off any investments and our OneValley, Inc.

(f/k/a NestGSV, Inc.) Series A-3 preferred warrants with a strike price of $1.33 expired on April 4, 2021, and our OneValley, Inc.

(f/k/a NestGSV, Inc.) Series A-4 preferred warrants with a strike price of $1.33 expired on October 6, 2021.

Year Ended December 31, 2020

During the year ended December 31, 2020, we funded investments in an aggregate amount of $31,242,228 (not including capitalized transaction costs) as shown in the following table:

Portfolio Company Investment Transaction Date Gross Payments

the year ended December 31, 2021, we did not write-off any investments and our OneValley, Inc.

(f/k/a NestGSV, Inc.) Series A-3

preferred warrants with a strike price of $1.33 expired on April 4, 2021, and our OneValley, Inc.

(f/k/a NestGSV, Inc.)

Series A-4 preferred warrants with a strike price of $1.33 expired on October 6, 2021.

Ended December 31, 2020

the year ended December 31, 2020, we funded investments in an aggregate amount of $31,242,228 (not including capitalized transaction

costs) as shown in the following table:

Portfolio Company

Transaction Date

Gross Payments

Neutron Holdings, Inc.

(d/b/a Lime) Junior Preferred Convertible Note 4% Due 5/11/2027 5/11/2020 $ 506,339

Junior Preferred Convertible Note 4% Due 5/11/2027

Rent the Runway, Inc.

Preferred Shares, Series G

Palantir Lending Trust SPV I Collateralized Loan 15% Due 6/19/2022 6/19/2020 6,870,000

Palantir Lending Trust SPV I

Collateralized Loan 15% Due 6/19/2022

Coursera, Inc.

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Residential Homes for Rent, LLC

(d/b/a Second Avenue) Term Loan 15% Due 12/23/2023 12/23/2020 3,000,000

(d/b/a Second Avenue)

Term Loan 15% Due 12/23/2023

Residential Homes for Rent, LLC

(d/b/a Second Avenue) Preferred Shares, Series A 12/23/2020 1,500,000

Total $ 31,242,228

During the year ended December 31, 2020, we capitalized fees of $190,799.

During the year ended December 31, 2020, we exited investments in an amount of $31,245,944, net of transaction costs, and realized a net gain on investments of $16,441,223 (including U.S.

Treasury investments and adjustments to amounts held in escrow receivable) as shown in following table:

Portfolio Company Net Proceeds Realized Gain/(Loss) (1)

(d/b/a Second Avenue)

Preferred Shares, Series A

the year ended December 31, 2020, we capitalized fees of $190,799.

the year ended December 31, 2020, we exited investments in an amount of $31,245,944, net of transaction costs, and realized a net gain

on investments of $16,441,223 (including U.S.

Treasury investments and adjustments to amounts held in escrow receivable) as shown in

following table:

Portfolio Company

Realized Gain/(Loss) (1)

Parchment, Inc.

$ 10,876,621 $ 6,785,364

4C Insights (f/k/a The Echo Systems Corp.) (3)

807,952 (628,452)

Palantir Technologies, Inc.

11,671,878 8,357,068

Palantir Lending Trust SPV I (5)

7,889,493 988,892 (6)

Total $ 31,245,944 $ 15,502,872

_________________________________

(1) Realized gain/(loss) does not include amounts held in escrow receivable or any realized gain/(loss) incurred on the maturity of our U.S.

gain/(loss) does not include amounts held in escrow receivable or any realized gain/(loss)

incurred on the maturity of our U.S.

Treasury investments.

(2) On January 31, 2020, Parchment, Inc.

January 31, 2020, Parchment, Inc.

closed a merger with Credentials Solutions.

As a result of the transaction, we received $10,876,621 in net proceeds.

As of December 31, 2020, we received all escrow proceeds of $90,275.

(3) On July 29, 2020, SuRo Capital Corp.

exited its investment in 4C Insights (f/k/a The Echo Systems Corp.).

of the transaction, we received $10,876,621 in net proceeds.

As of December 31, 2020, we

received all escrow proceeds of $90,275.

July 29, 2020, SuRo Capital Corp.

exited its investment in 4C Insights (f/k/a The Echo Systems

In connection with this exit, SuRo Capital Corp.

received 112,374 Class A common shares in Kinetiq Holdings, LLC in addition to cash proceeds and amounts currently held in escrow.

As of December 31, 2020, we have received $12,900 in escrow proceeds, and expect to receive $43,223 in additional escrow proceeds in 2021.

(4) As of December 31, 2020, we held 4,618,952 remaining Class A common shares of Palantir Technologies, Inc., all of which were subject to lock-up restrictions.

(5) The Palantir Lending Trust SPV I promissory note was initially collateralized with 2,260,000 Class A common shares of Palantir Technologies, Inc.

The collateralized loan to Palantir Lending Trust SPV I matures on June 19, 2022 and includes a 15% interest rate.

Through the collateralized loan, SuRo Capital Corp.

participated in additional upside in a future Palantir Technologies, Inc.

liquidity event by receiving a percentage of the share price appreciation as captured in the Equity Participation in Underlying Collateral security.

As of December 31, 2020, the balance of the loan and all guaranteed interest has been fully repaid, and SuRo Capital Corp.

retains the right to upside on 1,312,290 shares as captured in the Equity Participation in Underlying Collateral security.

The net proceeds figure does not include accrued guaranteed interest received of $782,125.

(6) The realized gain from SuRo Capital Corp.'s investment in Palantir Lending Trust SPV I is generated by the proceeds from the sale of a portion of the shares collateralizing the promissory note to Palantir Lending Trust SPV I and attributable to the Equity Participation in Underlying Collateral.

During the year ended December 31, 2020, we did not write-off any investments and our CUX, Inc.

(d/b/a CorpU) Series D preferred warrants with a strike price of $4.59, expired on February 14, 2020.

Year Ended December 31, 2019

During the year ended December 31, 2019, we funded investments in an aggregate amount of $25,530,000 (not including capitalized transaction costs) as shown in the following table:

Portfolio Company Investment Transaction Date Gross Payments

Neutron Holdings, Inc.

(d/b/a Lime) Preferred Shares, Series D 1/25/2019 $ 10,000,000

Aspiration Partners, Inc.

Convertible Promissory Note 5% Due 1/31/2021 8/12/2019 $ 280,000

GreenAcreage Real Estate Corp.

Common shares 8/12/2019 $ 7,500,000

Treehouse Real Estate Investment Trust, Inc.

Common shares 9/11/2019 $ 7,500,000

Stormwind, LLC Preferred shares, Series D 11/26/2019 $ 250,000

Total $ 25,530,000

During the year ended December 31, 2019, we capitalized fees of $39,685.

During the year ended December 31, 2019, we sold investments in an amount of $65,603,252, net of transaction costs, and realized a net gain on investments of $19,179,340 (including U.S.

Treasury investments) as shown in following table:

Portfolio Investment Net Proceeds Realized Gain/(Loss) (2)

Declara, Inc.

$ — $ (12,334,151)

Spotify Technologies S.A.

32,547,633 22,545,550

Dropbox, Inc.

19,723,591 6,066,664

Knewton, Inc.

51,511 (5,083,701)

(d/b/a CorpU) (7)

13,280,517 8,983,623

EdSurge, Inc.

— (1,002,161)

Total $ 65,603,252 $ 19,066,493

__________________

(1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.

(2) Realized gain/(loss) does not include amounts held in escrow or any realized gain or loss incurred on the maturity of our U.S.

Treasury investments.

(3) On March 11, 2019, Declara, Inc.

entered into a definitive agreement to be acquired by Declara Holdings, Inc., a subsidiary of Futuryng, Inc.

Despite the existence of an earn-out provision, as a result of the transaction, the Company does not expect to receive any proceeds.

The exit of Declara, Inc.

included a 12% Convertible Promissory Note with a principal value of $2,334,152.

(4) As of May 2, 2019, all remaining shares of Spotify Technologies S.A.

held by us had been sold.

(5) As of September 19, 2019, all remaining shares of Dropbox, Inc.

held by us had been sold.

(6) On May 31, 2019, a sale of substantially all of Knewton, Inc.

to Wiley Education was completed.

As a result of the transaction, we received $51,511 in net proceeds in 2019 and $26,254 in escrow proceeds in 2020.

(7) On October 24, 2019, CUX, Inc.

(d/b/a CorpU) completed a recapitalization, which amended our investment in the Senior Subordinated Convertible Promissory Note.

As a result of the recapitalization, the principal amount of our Senior Subordinated Convertible Promissory Note was reduced by $109,331, the interest rate was reduced to 4%, and the maturity was extended to February 14, 2023.

(8) As of November 4, 2019, all remaining shares of Lyft, Inc.

held by us had been sold.

(9) As of December 12, 2019, all remaining shares of EdSurge, Inc.

held by us had been sold in a transaction with the International Society for Technology in Education (ISTE).

As a result of the transaction, we do not expect to receive any proceeds.

During the year ended December 31, 2019, we did not write-off any investments.

Results of Operations

Comparison of the years ended December 31, 2021, 2020, and 2019

Operating results for the years ended December 31, 2021, 2020, and 2019 are as follows:

received 112,374 Class A common

shares in Kinetiq Holdings, LLC in addition to cash proceeds and amounts currently held in

As of December 31, 2020, we have received $12,900 in escrow proceeds, and expect

to receive $43,223 in additional escrow proceeds in 2021.

of December 31, 2020, we held 4,618,952 remaining Class A common shares of Palantir Technologies,

Inc., all of which were subject to lock-up restrictions.

Palantir Lending Trust SPV I promissory note was initially collateralized with 2,260,000

Class A common shares of Palantir Technologies, Inc.

The collateralized loan to Palantir

Lending Trust SPV I matures on June 19, 2022 and includes a 15% interest rate.

collateralized loan, SuRo Capital Corp.

participated in additional upside in a future Palantir

Technologies, Inc.

liquidity event by receiving a percentage of the share price appreciation

as captured in the Equity Participation in Underlying Collateral security.

As of December

31, 2020, the balance of the loan and all guaranteed interest has been fully repaid, and

SuRo Capital Corp.

retains the right to upside on 1,312,290 shares as captured in the Equity

Participation in Underlying Collateral security.

The net proceeds figure does not include

accrued guaranteed interest received of $782,125.

realized gain from SuRo Capital Corp.’s investment in Palantir Lending Trust SPV I is generated

by the proceeds from the sale of a portion of the shares collateralizing the promissory note

to Palantir Lending Trust SPV I and attributable to the Equity Participation in Underlying

the year ended December 31, 2020, we did not write-off any investments and our CUX, Inc.

(d/b/a CorpU) Series D preferred warrants with

a strike price of $4.59, expired on February 14, 2020.

of Operations

of the years ended December 31, 2022, 2021, and 2020

results for the years ended December 31, 2022, 2021, and 2020 are as follows:

Year Ended December 31,

2021 2020 2019

Total Investment Income

2 unchanged sentences

Total Operating Expenses

Management fees — — 848,723

Incentive fees/(reversal of incentive fee accrual) — — (4,660,472)

Costs incurred under Administration Agreement — — 306,084

Compensation expense

5 unchanged sentences

Net Investment Loss

Net realized gain on investments 218,735,504 16,441,223 19,179,340

Net change in unrealized appreciation/(depreciation) of investments (61,732,964) 73,410,631 13,339,859

Benefit from taxes on unrealized depreciation of investments — — 885,566

Net Change in Net Assets Resulting from Operations $ 147,071,721 $ 75,337,438 $ 23,953,697

Investment Income

For the year ended December 31, 2021 as compared to the year ended December 31, 2020

Investment income decreased to $1,470,842 for the year ended December 31, 2021 from $1,824,127 for the year ended December 31, 2020.

The net decrease between periods was due to a decrease in dividend income from SPBRX, Inc.

(f/k/a GSV Sustainability Partners, Inc.), and a decrease in accrued interest income from Palantir Lending Trust SPV I.

The decrease was offset by an increase in dividend income from Aventine Property Group, Inc., Treehouse Real Estate Investment Trust, Inc., and NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.), and interest income from the Residential Homes for Rent, LLC (d/b/a Second Avenue) term loan, Enjoy Technologies, Inc.

convertible promissory note, and Architect Capital PayJoy SPV, LLC membership interest in lending SPV during the year ended December 31, 2021, relative to the year ended December 31, 2020.

For the year ended December 31, 2020 as compared to the year ended December 31, 2019

Investment income increased to $1,824,127 for the year ended December 31, 2020 from $1,495,724 for the year ended December 31, 2019.

The increase was due to an increase in dividend income received from GreenAcreage Real Estate Investment Trust, Inc.

and guaranteed interest from Palantir Lending Trust SPV I, partially offset by a decrease in accrued interest income due to the placement of some debt investments on non-accrual status and decreased Treehouse Real Estate Investment Trust, Inc.

dividends, relative to the year ended December 31, 2019.

Operating Expenses

For the year ended December 31, 2021 as compared to the year ended December 31, 2020

Total operating expenses decreased to $11,401,661 for the year ended December 31, 2021 from $16,338,543 for the year ended December 31, 2020.

The decrease in operating expense was primarily due to the decrease in the recognition of all unvested and unrecognized compensation cost related to the stock-based compensation plan upon cancellation of all outstanding options on April 28, 2020, as well as a decrease in interest expense, professional fees, income tax expense, and other expenses during the year ended December 31, 2021, relative to the year ended December 31, 2020.

For the year ended December 31, 2020 as compared to the year ended December 31, 2019

Total operating expenses increased to $16,338,543 for the year ended December 31, 2020, from $10,946,792 for the year ended December 31, 2019.

The increase in operating expense was primarily due to the accelerated recognition of compensation cost related to the cancellation of unvested options on April 28, 2020, as well as reversal of the incentive fee accrual as a result of the Internalization.

The notable increase was partially offset by removal of management and professional fees related to the termination of the Investment Advisory Agreement and Administration Agreements.

Net Investment Loss

For the year ended December 31, 2021 as compared to the year ended December 31, 2020

For the year ended December 31, 2021, we recognized net investment loss of $9,930,819, compared to net investment loss of $14,514,416 for the year ended December 31, 2020.

The change between periods resulted from the decrease in operating expenses between periods during the year ended December 31, 2021, relative to the year ended December 31, 2020.

For the year ended December 31, 2020 as compared to the year ended December 31, 2019

For the year ended December 31, 2020, we recognized net investment loss of $14,514,416, compared to net investment loss of $9,451,068 for the year ended December 31, 2019.

The change between periods resulted from the increase in operating expenses, as discussed above, and an increase in total investment income between periods.

Net Realized Gain on Investments

For the year ended December 31, 2021 as compared to the year ended December 31, 2020

For the year ended December 31, 2021, we recognized a net realized gain on our investments of $218,735,504, compared to a net realized gain of $16,441,223 for the year ended December 31, 2020.

The components of our net realized gains on portfolio investments for the year ended December 31, 2021 and 2020, excluding U.S.

Treasury investments, are reflected in the tables above, under “—Portfolio and Investment Activity.”

For the year ended December 31, 2020 as compared to the year ended December 31, 2019

For the year ended December 31, 2020, we recognized net realized gain on our investments of $16,441,223, compared to net realized gain of $19,179,340 for the year ended December 31, 2019.

The components of our net realized gains/losses on portfolio investments for the year ended December 31, 2020 and 2019, excluding U.S.

Treasury investments, are reflected in the tables above, under “—Portfolio and Investment Activity.”

$ (14,708,008 )

$ (9,930,819 )

$ (14,514,416 )

Net realized gain/(loss) on investments

Net change in unrealized appreciation/(depreciation) of investments

For the year ended December 31, 2021, we had a net change in unrealized appreciation/(depreciation) of $(61,732,964).

For the year ended December 31, 2020, we had a net change in unrealized appreciation/(depreciation) of $73,410,631.

For the year ended December 31, 2019, we had a net change in unrealized appreciation/(depreciation) of $13,339,859.

The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the year ended December 31, 2021, 2020, and 2019.

Portfolio Company Net Change in Unrealized Appreciation/(Depreciation) For the Year Ended December 31, 2021

Course Hero, Inc.

Forge Global, Inc.

Aspiration Partners, Inc.

Rover Group, Inc.

(111,563,592 )

(61,732,964 )

Net Increase/(Decrease) in Net Assets Resulting from Operations

$ (132,177,053 )

$ 147,071,721

the year ended December 31, 2022 as compared to the year ended December 31, 2021

Investment income increased to $3,456,193 for the year ended December 31,

2022 from $1,470,842 for the year ended December 31, 2021.

The net increase between periods was due to increases in interest income from

Treasury Bills, Xgroup Holdings Limited (d/b/a Xpoint), Architect Capital PayJoy SPV, LLC, and Shogun Enterprises, Inc.

(d/b/a Hearth)

plus an increase in dividend income from NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) and interest on idle cash.

The increase was offset by a decrease in interest income from Residential Homes for Rent, LLC (d/b/a Second Avenue) and Neutron Holdings,

(d/b/a/ Lime), plus a cessation in dividend income from Treehouse Real Estate Investment Trust, Inc.

during the year ended December

31, 2022, relative to the year ended December 31, 2021.

the year ended December 31, 2021 as compared to the year ended December 31, 2020

income decreased to $1,470,842 for the year ended December 31, 2021 from $1,824,127 for the year ended December 31, 2020.

The net decrease

between periods was due to a decrease in dividend income from SPBRX, Inc.

(f/k/a GSV Sustainability Partners, Inc.), and a decrease in

accrued interest income from Palantir Lending Trust SPV I.

The decrease was offset by an increase in dividend income from Aventine Property

Group, Inc., Treehouse Real Estate Investment Trust, Inc., and NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.),

and interest income from the Residential Homes for Rent, LLC (d/b/a Second Avenue) term loan, Enjoy Technology, Inc.

convertible promissory

note, and Architect Capital PayJoy SPV, LLC membership interest in lending SPV during the year ended December 31, 2021, relative to the

year ended December 31, 2020.

the year ended December 31, 2022 as compared to the year ended December 31, 2021

Total operating expenses increased to $18,164,201 for the year ended December

31, 2022 from $11,401,661 for the year ended December 31, 2021.

The increase in operating expense was primarily due to an increase in

interest expense, compensation expense, and professional fees during the year ended December 31, 2022, relative to the year ended December

the year ended December 31, 2021 as compared to the year ended December 31, 2020

operating expenses decreased to $11,401,661 for the year ended December 31, 2021 from $16,338,543 for the year ended December 31, 2020.

The decrease in operating expense was primarily due to the decrease in the recognition of all unvested and unrecognized compensation

cost related to the stock-based compensation plan upon cancellation of all outstanding options on April 28, 2020, as well as a decrease

in interest expense, professional fees, income tax expense, and other expenses during the year ended December 31, 2021, relative to the

year ended December 31, 2020.

Investment Loss

the year ended December 31, 2022 as compared to the year ended December 31, 2021

the year ended December 31, 2022, we recognized a net investment loss of $14,708,008, compared to a net investment loss of $9,930,819

for the year ended December 31, 2021.

The change between periods resulted from the increase in operating expenses offset by an increase

in total investment income between periods during the year ended December 31, 2022, relative to the year ended December 31, 2021.

the year ended December 31, 2021 as compared to the year ended December 31, 2020

the year ended December 31, 2021, we recognized net investment loss of $9,930,819, compared to net investment loss of $14,514,416 for

the year ended December 31, 2020.

The change between periods resulted from the decrease in operating expenses between periods during

the year ended December 31, 2021, relative to the year ended December 31, 2020.

Realized Gain/(Loss) on Investments

the year ended December 31, 2022 as compared to the year ended December 31, 2021

the year ended December 31, 2022, we recognized a net realized loss on our investments of $5,905,453, compared to a net realized gain

of $218,735,504 for the year ended December 31, 2021.

The components of our net realized gains on portfolio investments for the year

ended December 31, 2022 and 2021, excluding U.S.

Treasury investments and fluctuations in escrow receivables estimates, are reflected

in the tables above, under “—Portfolio and Investment Activity.”

the year ended December 31, 2021 as compared to the year ended December 31, 2020

the year ended December 31, 2021, we recognized a net realized gain on our investments of $218,735,504, compared to a net realized gain

of $16,441,223 for the year ended December 31, 2020.

The components of our net realized gains on portfolio investments for the year ended

December 31, 2021 and 2020, excluding U.S.

Treasury investments, are reflected in the tables above, under “—Portfolio and

Investment Activity.”

Change in Unrealized Appreciation/(Depreciation) of Investments

the year ended December 31, 2022 , we had a net change in unrealized appreciation/(depreciation) of $(111,563,592).

For the year ended

December 31, 2021, we had a net change in unrealized appreciation/(depreciation) of $(61,732,964).

For the year ended December 31, 2020,

we had a net change in unrealized appreciation/(depreciation) of $73,410,631.

The following tables summarize, by portfolio company, the

significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the year ended December 31, 2022, 2021,

Portfolio Company

Appreciation/(Depreciation)

For the Year Ended

December 31, 2022

True Global Ventures 4 Plus Pte Ltd (1)

Rent the Runway (1)

StormWind, LLC

(d/b/a CorpU) (1)

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) (1)

Blink Health, Inc.

Neutron Holdings, Inc.

(d/b/a/ Lime)

Shogun Enterprises, Inc.

(d/b/a Hearth)

Aspiration Partners, Inc.

Rover Group, Inc.

Varo Money, Inc.

Palantir Lending Trust SPV I (1,620,240)

Enjoy Technology, Inc.

Rent the Runway, Inc.

Ozy Media, Inc.

Coursera, Inc.

Palantir Technologies, Inc.

Total $ (61,732,964)

Skillsoft Corp.

Nextdoor Holdings, Inc.

Forge Global, Inc.

(17,594,073 )

(1) The change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial exit of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.

Learneo, Inc.

(f/k/a Course Hero, Inc.)

(37,290,369 )

$ (111,563,592 )

The change in unrealized appreciation/(depreciation) reflected

for these investments resulted in full or in part from the full or partial exit of the investment, which resulted in the reversal of

previously accrued unrealized appreciation/(depreciation), as applicable.

“Other” represents investments, including U.S.

Treasury bills) for which individual change in unrealized appreciation/(depreciation) was less than $1.0 million for the year ended December 31, 2021.

Portfolio Company Net Change in Unrealized Appreciation/(Depreciation) For the Year Ended December 31, 2020 Portfolio Company Net Change in Unrealized Appreciation/(Depreciation) For the Year Ended December 31, 2019

Treasury bills, for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the year ended

December 31, 2022.

Portfolio Company

Net Change in Unrealized Appreciation/(Depreciation) For the Year Ended December 31, 2021

Portfolio Company

Net Change in Unrealized Appreciation/(Depreciation) For the Year Ended December 31, 2020

Course Hero, Inc.

Palantir Technologies, Inc.

$ 66,368,123 Declara, Inc.

Forge Global, Inc.

Coursera, Inc.

16,772,218 Ozy Media, Inc.

Course Hero, Inc.

Aspiration Partners, Inc.

Course Hero, Inc.

Rover Group, Inc.

Forge Global, Inc.

7,513,356 Coursera, Inc.

StormWind, LLC

Palantir Lending Trust SPV I (1)

2,550,762 Parchment, Inc.

(d/b/a CorpU) (1)

Nextdoor Holdings, Inc.

1,968,755 Aspiration Partners, Inc.

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) (1)

4C Insights (f/k/a The Echo Systems Corp.) (1)

1,414,905 Knewton, Inc.

Varo Money, Inc.

Aspiration Partners, Inc.

Palantir Lending Trust SPV I

StormWind, LLC

Enjoy Technology, Inc.

StormWind, LLC (1,342,526) CUX, Inc.

(d/b/a CorpU) (1,804,892)

NestGSV, Inc.

(d/b/a GSV Labs, Inc.) (2,326,760) Palantir Technologies, Inc.

(d/b/a GSV Labs, Inc.)

Rent the Runway, Inc.

Treehouse Real Estate Investment Trust, Inc.

(4,063,112) A Place for Rover Inc.

(f/k/a DogVacay, Inc.) (2,548,128)

Ozy Media, Inc.

(10,098,381 )

SharesPost, Inc.

(4,693,514) NestGSV, Inc.

(d/b/a OneValley, Inc.) (3,663,624)

Coursera, Inc.

(35,822,601 )

Ozy Media, Inc.

(5,585,800) Dropbox, Inc.

Palantir Technologies, Inc.

(81,760,272 )

Neutron Holdings, Inc.

(d/b/a/ Lime) (6,515,508) Stormwind, LLC (4,343,218)

(d/b/a/ Lime)

Parchment, Inc.

(6,895,603) Lyft, Inc.

174,980 Spotify Technology S.A.

Total $ 73,410,631 Total $ 13,339,859

$ (61,732,964 )

The change in unrealized appreciation/(depreciation) reflected

for these investments resulted from the full or partial exit of the investment, which resulted in the reversal of previously accrued

unrealized appreciation/(depreciation), as applicable.

“Other” represents investments (including U.S.

Treasury bills) for which individual change in unrealized appreciation/(depreciation) was less than $1.0 million for the year ended December 31, 2020 and 2019.

Recent Developments

Portfolio Activity

Please refer to “Note 12—Subsequent Events” to our consolidated financial statements as of December 31, 2021 for details regarding activity in our investment portfolio from January 1, 2022 through March 10, 2022.

We are frequently in negotiations with various private companies with respect to investments in such companies.

Investments in private companies are generally subject to satisfaction of applicable closing conditions.

In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the seller or us.

Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.

On March 8, 2022, the Company’s Board of Directors declared a cash dividend of $0.11 per share, payable on April 15, 2022 to stockholders of record as of the close of business on March 25, 2022.

At-the-Market Offering

From January 1, 2022 through March 10, 2022, the Company issued and sold 17,807 Shares under the ATM Program at a weighted-average price of $13.01 per share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions to the Agents on Shares sold.

As of March 10, 2022, up to $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

Refer to “Note 5—Common Stock” to our consolidated financial statements as of December 31, 2021 for more information regarding the ATM Program.

The Company has been closely monitoring the COVID-19 pandemic, its broader impact on the global economy and the more recent impacts on the U.S.

Subsequent to December 31, 2021, the global outbreak of the COVID-19 pandemic, and the related effect on the U.S.

and global economies, may have adverse consequences for the business operations of some of the Company’s portfolio companies and, as a result, may have adverse effects on the Company’s operations.

The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, remain uncertain.

The operational and financial performance of the issuers of securities in which the Company invests depends on future developments, including the duration and spread of the crisis, and such uncertainty may in turn adversely affect the value and liquidity of the Company’s investments and negatively impact the Company’s performance.

As of March 10, 2022, there is no indication of a reportable subsequent event impacting the Company’s financial statements for the year ended December 31, 2021.

The Company continues to observe and respond to the evolving COVID-19 environment and its potential impact on areas across its business.

On March 9, 2022, Keri Findley, who served as a senior managing director of the Company, tendered her resignation from the Company effective as of the same day.

Findley will leave the Company to pursue other opportunities and her departure is not a result of any disagreement relating to the Company's business, operations, policies or practices.

Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the sales of our investments and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under "At-the-Market Offering".

Our $12.0 million senior secured revolving Credit Facility with Western Alliance Bank (the "Credit Facility") matured and expired on May 31, 2019 and no amounts were outstanding under the Credit Facility as of such date.

In addition, on March 28, 2018, we issued $40.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, the outstanding principal amount of which we redeemed in full on March 29, 2021.

On December 17, 2021, we issued $75.0 million aggregate principal amount of 6.00% Notes due 2026, all of which remain outstanding.

For additional information, see below and "Note 10—Debt Capital Activities” to our consolidated financial statements as of December 31, 2021.

Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders.

For the year ended December 31, 2021, our operating expenses were $11,401,661.

For the years ended December 31, 2020 and 2019, our operating expenses were $16,338,543 and $10,946,792, respectively.

Cash Reserves and Liquid Securities December 31, 2021 December 31, 2020 December 31, 2019

Cash $ 198,437,078 $ 45,793,724 $ 44,861,263

Treasury bills) for which individual change in unrealized appreciation/(depreciation) was less than $1.0 million for the year ended December

31, 2021 and 2020.

refer to “Note 12—Subsequent Events” to our consolidated financial statements as of December 31, 2022 for details regarding

activity in our investment portfolio from January 1, 2023 through March 15, 2023.

are frequently in negotiations with various private companies with respect to investments in such companies.

Investments in private companies

are generally subject to satisfaction of applicable closing conditions.

In the case of secondary market transactions, such closing conditions

may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination

rights by the seller or us.

Equity investments made through the secondary market may involve making deposits in escrow accounts until

the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.

Notice of Terminating

Custody Agreements

On March 10, 2023, the

Company and U.S.

Bank Trust Company, National Association (the ““Securities Custodian”) ”) and U.S.

Bank National

Association (the “Document Custodian” and, together with the Custodian, the “U.S.

Bank Entities”) agreed to terminate,

effective as of May 9, 2023 or such later date as the parties mutually agree, the Custody Agreement, dated as of October 28, 2022, between

the Company and the Custodian (the “Securities Custody Agreement”), and the Document Custody Agreement, dated as of October

28, 2022, between the Company and the Document Custodian (the “Document Custody Agreement” and, together with the Securities

Custody Agreement, the “Custody Agreements”).

We have commenced a transition process with the U.S.

Bank Entities, and we are

currently in discussions with a number of reputable qualified custodians that we expect will be able to fulfill the Company’s needs

in providing the custodial services currently provided by the U.S.

Bank Entities without disruption.

The termination of the Custody Agreements

followed a determination by the parties that the arrangements set forth by the Custody Agreements were no longer mutually beneficial.

We do not believe that such termination will have a material adverse impact on our operations or financial condition.

Other Information” of this Form 10-K for additional information.

and Capital Resources

liquidity and capital resources are generated primarily from the sales of our investments and the net proceeds from public offerings

of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed

below under “At-the-Market Offering”.

In addition, on March 28, 2018, we issued $40.0 million aggregate principal amount

of 4.75% Convertible Senior Notes due 2023, the outstanding principal amount of which we redeemed in full on March 29, 2021.

17, 2021, we issued $75.0 million aggregate principal amount of 6.00% Notes due 2026, all of which remain outstanding.

For additional

information, see below and “Note 10—Debt Capital Activities” to our consolidated financial statements as of December

primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders.

For the year ended

December 31, 2022, our operating expenses were $18,164,201.

For the years ended December 31, 2021 and 2020, our operating expenses were

$11,401,661 and $16,338,543, respectively.

Cash Reserves and Liquid Securities

December 31, 2022

December 31, 2021

December 31, 2020

$ 198,437,078

Cash Equivalents:

Treasury bills (3)

Securities of publicly traded portfolio companies:

Unrestricted securities (1)

16,970,411 — —

Subject to other sales restrictions (2)

27,602,814 94,635,398 —

Securities of publicly traded portfolio companies

1 unchanged sentence

$ 138,497,900

(1) "Unrestricted securities" represents common stock of our publicly traded companies that are not subject to any restrictions upon sale.

We may incur losses if we liquidate these positions to pay operating expenses or fund new investments.

(2) Securities of publicly traded portfolio companies "subject to other sales restrictions" represents common stock of our publicly traded companies that are subject to certain lock-up restrictions.

During the year ended December 31, 2021, cash increased to $198,437,078 from $45,793,724 at the beginning of the year.

The increase in cash was primarily due to proceeds from the sale of our investments in Palantir Technologies, Inc., Coursera, Inc.

and other investment monetizations in addition to the proceeds received from the issuance of our 6.00% Notes due 2026, offset by cash used to purchase investments, pay dividends, and pay our operating expenses.

Currently, we believe we have ample liquidity to support our near-term capital requirements.

As the impact of the COVID-19 continues to unfold and consistent with past and current practices, we will continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon the current circumstances.

Contractual Obligations

A summary of our significant contractual payment obligations as of December 31, 2021 is as follows:

Payments Due By Period ( in millions)

Total Less than

1 year 1–3 years 3–5 years More than

$ 243,010,303

Operating lease liability 0.5 0.2 0.3 — —

Total $ 75.5 $ 0.2 $ 0.3 $ 75.0 $ —

$ 140,429,122

(1) The balance shown for the "Notes" reflects the principal balance payable to investors for the 6.00% Notes due 2026 as of December 31, 2021.

Refer to “Note 10—Debt Capital Activities” to our consolidated financial statements as of December 31, 2021 for more information.

Share Repurchase Program

During the year ended December 31, 2021, we did not repurchase shares of our common stock pursuant to the Share Repurchase Program.

As of December 31, 2021, the dollar value of shares that remained available to be purchased under the Share Repurchase Program was approximately $9.6 million.

During the year ended December 31, 2020, the Company repurchased 1,655,848 shares of the Company's common stock.

Under the Share Repurchase Program, we may repurchase our outstanding common stock in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934, as amended.

“Unrestricted securities” represents common stock

of our publicly traded companies that are not subject to any restrictions upon sale.

We may incur losses if we liquidate these positions

to pay operating expenses or fund new investments.

Securities of publicly traded portfolio companies “subject

to other sales restrictions” represents common stock and options of our publicly traded companies that are subject to certain lock-up

restrictions.

Consists of short-term U.S.

Treasury bills

the year ended December 31, 2022, cash decreased to $40,117,598 from $198,437,078 at the beginning of the year.

The decrease in cash

was primarily due to the purchase of new investments including U.S.

Treasury bills, the payment of our dividends, the Modified Dutch

Auction Tender Offer and share repurchases under the Share Repurchase Program, interest on the 6.00% Notes due 2026, and to pay our

operating expenses offset by proceeds from the sale of public investments and other investment income received.

Currently, we believe we have ample liquidity to support our near-term

capital requirements.

Consistent with past and current practices, we will continue to evaluate our overall liquidity position and take

proactive steps to maintain the appropriate liquidity position based upon the current circumstances.

summary of our significant contractual payment obligations as of December 31, 2022 is as follows:

Payments Due By Period (in millions)

Operating lease liability

The balance shown for the “Notes” reflects the

principal balance payable to investors for the 6.00% Notes due 2026 as of December 31, 2022.

Refer to “Note 10—Debt Capital

Activities” in our consolidated financial statements as of December 31, 2022 for more information.

Repurchase Program

the year ended December 31, 2022, the Company repurchased 1,008,676 shares of the Company’s common stock under the Share Repurchase

During the year ended December 31, 2021, the Company did not repurchase any shares of common stock under the Share Repurchase

As of December 31, 2022, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase

Program was approximately $16.4 million.

Under the Share Repurchase Program, we may repurchase our outstanding common

stock in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable

provisions of the 1940 Act and the Exchange Act.

For more information on the Share Repurchase Program, see “Part II, Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" and “Note 5—Common Stock” to our condensed consolidated financial statements as of December 31, 2021.

Off-Balance Sheet Arrangements

As of December 31, 2021, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.

for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Issuer Repurchases

of Equity Securities” and “Note 5—Common Stock” to our consolidated financial statements as of December 31, 2022.

Dutch Auction Tender Offer

August 8, 2022, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”)

to purchase up to 2,000,000 shares of its common stock from its stockholders, which expired on September 2, 2022.

In accordance with

the terms of the Modified Dutch Auction Tender Offer, the Company selected the lowest price per share of not less than $6.00 per share

and not greater than $7.00 per share.

to the Modified Dutch Auction Tender Offer, the Company repurchased 2,000,000 shares, representing 6.6% of its then outstanding

shares, on or about September 12, 2022 at a price of $6.60 per share.

The Company used available cash to fund the purchases of its

shares of common stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.

Sheet Arrangements

of December 31, 2022, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.

However, we may employ hedging and other risk management techniques in the future.

Equity Issuances & Debt Capital Activities

At-the-Market Offering

On July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the "Initial Sales Agreement"), with BTIG, LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.

Issuances & Debt Capital Activities

At-the-Market

July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the “Initial Sales Agreement”),

with BTIG, LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.

(collectively, the “Agents”).

Under the Initial Sales Agreement, the Company may, but has no obligation to, issue and sell up to $50.0 million in aggregate amount of shares of its common stock (the "Shares") from time to time through the Agents or to them as principal for their own account (the "ATM Program").

On September 23, 2020, the Company increased the maximum amount of Shares to be sold through the ATM Program to $150.0 million from $50.0 million.

Under the Initial

Sales Agreement, the Company may, but has no obligation to, issue and sell up to $50.0 million in aggregate amount of shares of its common

stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM Program”).

On September 23, 2020, the Company increased the maximum amount of Shares to be sold through the ATM Program to $150.0 million from $50.0

In connection with the upsize of the ATM Program to $150.0 million, the Company entered into the Amendment No.

1 to the At-the-Market Sales Agreement, dated September 23, 2020, with the Agents.

The Company intends to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with its investment objective and strategy and for general corporate purposes.

During the year ended December 31, 2021, the Company issued and sold 5,900 Shares under the ATM Program at a weighted-average price of $13.42 per share, for gross proceeds of $79,198 and net proceeds of $78,608, after deducting commissions to the Agents on Shares sold.

As of December 31, 2021, up to $99.0 million in aggregate amount of the Shares remain available for sale under the ATM Program.

Refer to “Note 5—Common Stock” to our consolidated financial statements as of December 31, 2021 for more information regarding the ATM Program.

1 to the At-the-Market

Sales Agreement, dated September 23, 2020, with the Agents.

The Company intends to use the net proceeds from the ATM Program to make

investments in portfolio companies in accordance with its investment objective and strategy and for general corporate purposes.

the year ended December 31, 2022, the Company issued and sold 17,807 shares under the ATM Program at a weighted-average

price of $13.01 per share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions to the Agents on

As of December 31, 2022, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under

the ATM Program.

During the year ended December 31, 2021, we issued and sold 5,900 shares

under the ATM Program at a weighted-average price of $13.42 per share, for gross proceeds of $79,198 and net proceeds of $78,608, after

deducting commissions to the Agents on shares sold.

As of December 31, 2021, up to approximately $99.0 million in aggregate amount of

the shares remain available for sale under the ATM Program.

Refer to “Note 5—Common Stock” to our consolidated financial statements as of December 31, 2022 for

more information regarding the ATM Program.

Convertible Senior Notes due 2023

On March 28, 2018, we issued $40.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, which bore interest at a fixed rate of 4.75% per year, payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2018.

We received approximately $38.2 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses.

The 4.75% Convertible Senior Notes due 2023 had a maturity date of March 28, 2023, unless previously repurchased or converted in accordance with their terms.

March 28, 2018, we issued $40.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, which bore interest at

a fixed rate of 4.75% per year, payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30,

We received approximately $38.2 million in proceeds from the offering, net of underwriting discounts and commissions and other

offering expenses.

The 4.75% Convertible Senior Notes due 2023 had a maturity date of March 28, 2023, unless previously repurchased or

converted in accordance with their terms.

We did not have the right to redeem the 4.75% Convertible Senior Notes due 2023 prior to March

On March 29, 2021, the Company redeemed $0.3 million in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023 at a redemption price equal to 100% of their principal amount ($1,000 per convertible note), plus accrued and unpaid interest thereon, which amounted to approximately $0.8 million.

As a result of this redemption and prior conversions of the 4.75% Convertible Senior Notes due 2023 into shares of our common stock by the holders thereof, the 4.75% Convertible Senior Notes due 2023 were no longer outstanding as of March 29, 2021.

During the year ended December 31, 2021, the Company issued 4,097,808 shares of its common stock and cash for fractional shares upon the conversion of approximately $37.9 million in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.

The Company also redeemed approximately $0.3 million of aggregate principal amount for cash plus accrued and unpaid interest on March 29, 2021.

During the year ended December 31, 2020, the Company issued 174,888 shares of its common stock and cash for fractional shares upon the conversion of $1,785,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.

Refer to “Note 10—Debt Capital Activities” to our consolidated financial statements as of December 31, 2021 for more information regarding the 4.75% Convertible Senior Notes due 2023.

March 29, 2021, the Company redeemed $0.3 million in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023 at a redemption

price equal to 100% of their principal amount ($1,000 per convertible note), plus accrued and unpaid interest thereon, which amounted

to approximately $0.8 million.

As a result of this redemption and prior conversions of the 4.75% Convertible Senior Notes due 2023 into

shares of our common stock by the holders thereof, the 4.75% Convertible Senior Notes due 2023 were no longer outstanding as of March

the year ended December 31, 2021 the Company issued 4,097,808 shares of its common stock and cash for fractional shares

upon the conversion of approximately $37.9 million in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.

Company also redeemed approximately $0.3 million of aggregate principal amount for cash plus accrued and unpaid interest on March 29,

During the year ended December 31, 2020, the Company issued 174,888 shares of its common stock and cash for fractional shares upon

the conversion of $1,785,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.

to “Note 10—Debt Capital Activities” to our consolidated financial statements as of December 31, 2022 for more information

regarding the 4.75% Convertible Senior Notes due 2023.

Notes due 2026

On December 17, 2021, we issued $70.0 million aggregate principal amount of 6.00% Notes due 2026, which bear interest at a fixed rate of 6.00% per year, payable quarterly in arrears on March 31, June 30, September 30, and December 30 of each year, commencing on March 30, 2022.

December 17, 2021, we issued $70.0 million aggregate principal amount of 6.00% Notes due 2026, which bear interest at a fixed rate of

6.00% per year, payable quarterly in arrears on March 31, June 30, September 30, and December 30 of each year, commencing on March 30,

On December 21, 2021, we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026.

We received approximately $73.0 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses.

The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms.

We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.

Refer to “Note 10—Debt Capital Activities” to our consolidated financial statements as of December 31, 2021 for more information regarding the 6.00% Notes due 2026.

We received approximately

$73.0 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses.

The 6.00% Notes

due 2026 have a maturity date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms.

the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at

a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.

to “Note 10—Debt Capital Activities” to our consolidated financial statements as of December 31, 2022 for more information

regarding the 6.00% Notes due 2026.

Distributions

The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution.

See “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in Part II, Item 5 of this Form 10-K for a list of our past distributions, including dividends and returns of capital, if any, per share that we have declared since our formation through December 31, 2021.

Critical Accounting Policies

Critical accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of certain revenues and expenses during the reporting period.

It is likely that changes in these estimates will occur in the near term.

The timing and amount of

our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution.

See “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in

Part II, Item 5 of this Form 10-K for a list of our past distributions, including dividends and returns of capital, if any,

per share that we have declared since our formation through December 31, 2022.

Accounting Policies

accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results,

and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about

the effects of matters that are inherently uncertain.

These include estimates of the fair value of our Level 3 investments and other

estimates that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the

reported amounts of certain revenues and expenses during the reporting period.

It is likely that changes in these estimates will occur

in the near term.

Our estimates are inherently subjective in nature and actual results could differ materially from such estimates.

See “Note 2—Significant Accounting Policies” to our consolidated financial statements as of December 31, 2021 for further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements.

Related-Party Transactions

See “Note 3—Related-Party Arrangements” to our consolidated financial statements as of December 31, 2021 for more information.

“Note 2—Significant Accounting Policies” to our consolidated financial statements as of December 31, 2022 for further

detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements.

Related-Party

“Note 3—Related-Party Arrangements” to our consolidated financial statements as of December 31, 2022 for more information.

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 7. Management’s Discussion and Analysis