What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-03-16 compared with 2022-03-11 · 2423 added, 1763 removed, 653 unchanged (87% of the section changed)

Financial Statements and Supplementary Data

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

to Financial Statements

of Independent Registered Public Accounting Firm PCAOB ID:

Consolidated Statements of Assets and Liabilities as of December 31, 2022 and 2021

5 unchanged sentences

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of SuRo Capital Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities of SuRo Capital Corp.

and subsidiaries (the “Company”) including the consolidated schedule of investments as of December 31, 2021 and 2020, the related consolidated statements of operations, cash flows, and changes in net assets for each of the three years in the period ended December 31, 2021, the financial highlights (presented in Note 8) for each of the three years in the period then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2021 and the financial highlights for each of the three years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of SuRo Capital Corp.

on the Consolidated Financial Statements

have audited the accompanying consolidated statements of assets and liabilities of SuRo Capital Corp.

and subsidiaries (the “Company”)

including the consolidated schedule of investments as of December 31, 2022 and 2021, the related consolidated statements of operations,

cash flows, and changes in net assets for each of the three years in the period ended December 31, 2022, the financial highlights (presented

in Note 8) for each of the three years in the period then ended, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial

position of the Company as of December 31, 2022 and 2021, and the results of its operations, changes in net assets and its cash flows

for each of the three years in the period ended December 31, 2022 and the financial highlights for each of the three years in the period

then ended in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our procedures included confirmation of investments owned as of December 31, 2021 and 2020, by correspondence with the custodian, loan agents, and borrowers;

when replies were not received, we performed other auditing procedures.

We believe that our audits provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Valuation of Investments – Level 3 Investments in Preferred Stock and Common Stock

As described in Note 4 to the consolidated financial statements, approximately 79% of the Company’s $260 million total investments in securities as of December 31, 2021 represents investments in level 3 common stock and preferred stock issued by private companies whose fair value, as disclosed by management, is determined in good faith by the Board of Directors.

Management applied significant judgment in determining the fair value of these level 3 investments, which involved the use of significant unobservable inputs with respect to the revenue and/or other multiples utilized, discounts rates and precedent transactions.

The principal considerations for our determination that performing procedures relating to the valuation of level 3 investments in preferred stock and common stock is a critical audit matter are the significant judgment involved by management in determining the fair value of these level 3 investments, including the use of various valuation techniques and significant unobservable inputs, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing audit procedures and evaluating the audit evidence obtained relating to the valuation techniques and significant unobservable inputs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements and financial highlights.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our procedures included confirmation

of investments owned as of December 31, 2022 and 2021, by correspondence with the custodian, loan agents, and borrowers;

were not received, we performed other auditing procedures.

We believe that our audits provide a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) related to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

of Investments – Level 3 Investments in Preferred Stock, Common Stock, Debt Investments and Options

As described in Note 4 to the financial statements, approximately 59% of

the Company’s $242 million total investments in securities as of December 31, 2022 represents investments in level 3 preferred stock,

common stock, debt investments and options issued by private companies whose fair value, as disclosed by management, is determined in

good faith by the Board of Directors.

Management applied significant judgment in determining the fair value of these level 3 investments,

which involved the use of significant unobservable inputs with respect to the revenue and/or other multiples utilized, liquidation value,

financing risk, term to expiration and discount rates.

The principal considerations for our determination that performing procedures

relating to the valuation of level 3 investments in preferred stock, common stock, debt investments and options is a critical audit matter

are the significant judgment involved by management in determining the fair value of these level 3 investments, including the use of various

valuation techniques and significant unobservable inputs, which in turn led to a high degree of auditor judgment, subjectivity, and effort

in performing audit procedures and evaluating the audit evidence obtained relating to the valuation techniques and significant unobservable

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial

statements and financial highlights.

Our principle audit procedures included, among others:

(i) testing the completeness and accuracy of management’s valuations, including evaluating the appropriateness of management’s methodologies, evaluating the reasonableness of assumptions and significant unobservable inputs, including revenue and/or other multiples utilized, discounts rates and precedent transactions;

(ii) the involvement of professionals with specialized skills and knowledge to assist in the assessment of the fair values for a sample of investments, including reviewing the valuation methodologies, assessing the assumptions utilized in developing the estimates, and evaluating the reasonableness of management’s conclusions in deriving the valuations.

testing the completeness and accuracy of management’s valuations, including evaluating the appropriateness of management’s

methodologies, evaluating the reasonableness of assumptions and significant unobservable inputs, including revenue and/or other multiples

utilized, liquidation value, financing risk, term to expiration and discount rates;

the involvement of professionals with specialized skills and knowledge to assist in the assessment of the fair values for a sample of

investments, including reviewing the valuation methodologies, assessing the assumptions utilized in developing the estimates, and evaluating

the reasonableness of management’s conclusions in deriving the valuations.

/s/ Marcum LLP

San Francisco, CA

March 11, 2022

We have served as the Company’s auditor since 2019.

SURO CAPITAL CORP.

Francisco, CA

have served as the Company’s auditor since 2019.

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2021 December 31, 2020

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2022

December 31, 2021

Investments at fair value:

Non-controlled/non-affiliate investments (cost of $ 155,103,810 and $ 146,360,300 , respectively)

$ 130,901,546

$ 231,768,290

Non-controlled/affiliate investments (cost of $ 41,140,804 and $ 41,211,183 , respectively)

4 unchanged sentences

Total Investments (cost of $ 301,128,106 and $ 207,455,377 , respectively)

Cash 198,437,078 45,793,724

Total Investments

Proceeds receivable

3 unchanged sentences

Prepaid expenses and other assets (1)

937,984 985,550

Total Assets 462,315,827 478,875,704

Accounts payable and accrued expenses (1)

875,047 762,312

Accrued interest payable

Dividends payable

Payable for securities purchased — 134,250,000

Income tax payable — 35,850

4.75% Convertible Senior Notes due March 28, 2023 (2)

6.00% Notes due December 30, 2026 (2)

1 unchanged sentence

Commitments and contingencies (Notes 7 and 10)

Net Assets $ 364,846,624 $ 301,583,073

$ 210,020,702

$ 364,846,624

Common stock, par value $ 0.01 per share ( 100,000,000 authorized;

2 unchanged sentences

Accumulated net investment loss

( 64,832,605 )

( 50,124,597 )

Accumulated net realized gain on investments, net of distributions

Accumulated net unrealized appreciation of investments 52,680,885 114,413,849

Net Assets $ 364,846,624 $ 301,583,073

Net Asset Value Per Share $ 11.72 $ 15.14

See accompanying notes to consolidated financial statements.

Accumulated net unrealized appreciation/(depreciation) of investments

( 58,882,707 )

(1) This balance includes a right of use asset and corresponding operating lease liability, respectively.

Refer to "Note 7—Commitments and Contingencies— Operating Leases and Related Deposits " for more detail.

(2) As of December 31, 2021, the 4.75% Convertible Senior Notes due March 28, 2023 had been fully converted into the Company's common stock or redeemed in cash by the Company.

As of December 31, 2020, the 4.75% Convertible Senior Notes due March 28, 2023 (effective interest rate of 5.57%) had a face value $38,215,000.

Refer to “Note 10—Debt Capital Activities” for a reconciliation of the carrying value to the face value.

(3) As of December 31, 2021, the 6.00% Notes due December 30, 2026 (effective interest rate of 6.13%) had a face value $75,000,000.

Refer to “Note 10—Debt Capital Activities” for a reconciliation of the carrying value to the face value.

SURO CAPITAL CORP.

$ 210,020,702

$ 364,846,624

Net Asset Value Per Share

accompanying notes to consolidated financial statements.

balance includes a right of use asset and corresponding operating lease liability, respectively.

Refer to “Note 7—Commitments and Contingencies— Operating Leases and

Related Deposits ” for more detail.

of December 31, 2022, the 6.00 % Notes due December 30, 2026 (effective interest rate of 6.53 %)

had a face value $ 75,000,000 .

As of December 31, 2021, the 6.00 % Notes due December 30, 2026

(effective interest rate of 6.13 %) had a face value $ 75,000,000 .

Refer to “Note 10—Debt

Capital Activities” for a reconciliation of the carrying value to the face value.

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS

Year Ended December 31,

2021 2020 2019

INVESTMENT INCOME

8 unchanged sentences

Dividend income

Interest income from U.S.

Treasury bills

Total Investment Income

OPERATING EXPENSES

Management fees (1)

Incentive fees/(reversal of incentive fee accrual) (1)

— — (4,660,472)

Costs incurred under Administration Agreement (1)

Compensation expense

6,162,716 8,801,841 4,286,972

Directors’ fees (1)

752,442 445,000 383,370

Professional fees

4 unchanged sentences

Net Investment Loss

( 14,708,008 )

( 9,930,819 )

( 14,514,416 )

Realized Gain/(Loss) on Investments:

Non-controlled/non-affiliated investments

( 5,835,074 )

Non-controlled/affiliate investments

Net Realized Gain on Investments 218,735,504 16,441,223 19,179,340

Net Realized Gain/(Loss) on Investments

( 5,905,453 )

Change in Unrealized Appreciation/(Depreciation) of Investments:

Non-controlled/non-affiliated investments

( 109,553,034 )

( 59,057,641 )

Non-controlled/affiliate investments

( 1,947,553 )

( 2,902,517 )

( 8,786,596 )

Controlled investments

Net Change in Unrealized Appreciation/(Depreciation) of Investments

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

Net Change in Net Assets Resulting from Operations per Common Share:

Basic $ 5.69 $ 4.21 $ 1.24

( 111,563,592 )

Weighted-Average Common Shares Outstanding

Basic 25,861,642 17,910,353 19,328,414

( 61,732,964 )

See accompanying notes to consolidated financial statements.

Net Change in Net Assets Resulting from Operations

$ ( 132,177,053 )

(1) This balance references a related-party transaction.

Refer to "Note 3—Related-Party Arrangements" for more detail.

(2) For the year ended December 31, 2020, this balance includes $1,962,431 of accelerated recognition of compensation cost related to the cancellation of unvested options on April 28, 2020.

(3) For the year ended December 31, 2021, this balance includes $209,360 of stock-based compensation expense related to the 2020 annual non-employee director grants.

Refer to "Note 11— Stock-Based Compensation" for more detail.

(4) As of December 31, 2021, there were no potentially dilutive securities outstanding.

SURO CAPITAL CORP.

$ 147,071,721

Net Change in Net Assets Resulting from Operations per Common Share:

Weighted-Average Common Shares Outstanding

accompanying notes to consolidated financial statements.

(1) For the year ended December 31, 2021, this balance includes $ 209,360 of stock-based compensation expense related

to the 2020 annual non-employee director grants.

to “Note 11—Stock-Based Compensation” for more detail.

(2) As of December 31, 2022 and 2021, there were no potentially dilutive securities outstanding.

For the year ended December 31, 2020, 0 potentially dilutive common shares were excluded from the weighted average common shares outstanding

for diluted net change in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive.

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

STATEMENTS OF CHANGES IN NET ASSETS

Year Ended December 31,

2021 2020 2019

Change in Net Assets Resulting from Operations

Net investment loss

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

$ ( 14,708,008 )

$ ( 9,930,819 )

$ ( 14,514,416 )

Net realized gain/(loss) on investments

( 5,905,453 )

Net change in unrealized appreciation/(depreciation) of investments

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

( 111,563,592 )

( 61,732,964 )

Net Change in Net Assets Resulting from Operations

( 132,177,053 )

Distributions

Dividends declared

( 3,441,824 )

( 212,197,025 )

( 16,947,366 )

Total Distributions

( 3,441,824 )

( 212,197,025 )

( 16,947,366 )

Change in Net Assets Resulting from Capital Transactions

Issuance of common stock from public offering

Stock-based compensation (1)

1,306,615 1,962,431 998,355

Issuance of common stock from conversion of 4.75 % Convertible Notes due 2023

Stock-based compensation (1)

Issuance of common stock from stock dividend

Repurchases of common stock

( 21,452,541 )

( 10,379,994 )

Net Change in Net Assets Resulting from Capital Transactions

( 19,207,045 )

Total Change in Net Assets

( 154,825,922 )

Net Assets at Beginning of Year

Net Assets at End of Year

$ 210,020,702

$ 364,846,624

$ 301,583,073

Capital Share Activity

1 unchanged sentence

Issuance of common stock from public offering

Issuance of common stock under restricted stock plan 369,298 21,760 —

Issuance of common stock under restricted stock plan, net

Issuance of common stock from conversion of 4.75 % Convertible Notes due 2023

1 unchanged sentence

Shares repurchased

Shares Outstanding at End of Year 31,118,556 19,914,023 17,564,244

See accompanying notes to consolidated financial statements.

( 3,008,676 )

(1) For the year ended December 31, 2020, this balance includes $1,962,431 of accelerated recognition of compensation cost related to the cancellation of unvested options on April 28, 2020.

Refer to "Note 11— Stock-Based Compensation" for more detail.

SURO CAPITAL CORP.

( 1,655,848 )

Shares Outstanding at End of Year

accompanying notes to consolidated financial statements.

the year ended December 31, 2020, this balance includes $ 1,962,431 of accelerated recognition of compensation

cost related to the cancellation of unvested options on April 28, 2020.

Refer to “Note 11—

Stock-Based Compensation” for more detail.

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS

Year Ended December 31,

2021 2020 2019

Cash Flows from Operating Activities

Net change in net assets resulting from operations

$ ( 132,177,053 )

$ 147,071,721

Adjustments to reconcile net change in net assets resulting from operations to net cash provided by/(used in) operating activities:

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

Net realized (gain)/loss on investments

( 218,735,504 )

( 16,441,223 )

Net change in unrealized (appreciation)/depreciation of investments

Change in deferred tax liability — — (885,566)

( 73,410,631 )

Amortization of discount on 4.75 % Convertible Senior Notes due 2023

Amortization of discount on 6.00 % Notes due 2026

Amortization of fixed income security premiums and discounts — — (5,066)

Write-off of deferred offering costs — — 267,541

Stock-based compensation (1)

1,306,615 1,962,431 998,355

Paid-in-kind interest — — (383,980)

Adjustments to escrow proceeds receivable

2 unchanged sentences

Portfolio investments

( 22,783,388 )

( 81,716,039 )

( 31,433,027 )

Treasury bills

( 184,172,673 )

( 450,000,084 )

Proceeds from sales or maturity of investments in:

4 unchanged sentences

Interest and dividends receivable

Deferred credit facility costs — — (11,382)

Proceeds receivable

Escrow proceeds receivable

( 1,194,183 )

Payable for securities purchased

( 134,250,000 )

Accounts payable and accrued expenses

Payable to executive officers

Income tax payable (35,850) 35,850 —

Accrued incentive fees (2)

( 1,369,873 )

Accrued management fees (2)

— — (415,056)

Income tax payable

Accrued interest payable

Net Cash Provided by/(Used in) Operating Activities

( 110,559,593 )

( 23,624,159 )

Cash Flows from Financing Activities

3 unchanged sentences

Deferred debt issuance costs

( 1,970,892 )

Repurchases of common stock

( 21,452,541 )

( 10,379,995 )

Cash dividends paid

( 26,535,702 )

( 103,458,098 )

( 14,659,850 )

Cash paid for fractional shares

1 unchanged sentence

Net Cash Provided by/(Used in) Financing Activities

Total Increase in Cash Balance 152,643,354 932,461 16,677,099

( 47,759,887 )

( 31,006,972 )

Total Increase/(Decrease) in Cash Balance

( 158,319,480 )

Cash Balance at Beginning of Year

Cash Balance at End of Year

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - continued

Year Ended December 31,

$ 198,437,078

1 unchanged sentence

Interest paid

Taxes paid 43,499 5,859 33,825

Conversion of 4.75 % Convertible Senior Notes due 2023

See accompanying notes to consolidated financial statements.

accompanying notes to consolidated financial statements.

the year ended December 31, 2020, this balance includes $ 1,962,431 of accelerated recognition

of compensation cost related to the cancellation of unvested options on April 28, 2020.

to “Note 11— Stock-Based Compensation” for more detail.

CAPITAL CORP.

AND SUBSIDIARIES

SCHEDULE OF INVESTMENTS

Portfolio Investments *

Headquarters/

Date of Initial Investment

NON-CONTROLLED/NON-AFFILIATE

Learneo, Inc.

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

Redwood City, CA

Preferred shares, Series A 8%

Online Education

Preferred shares, Series C 8%

Blink Health, Inc.

Preferred shares, Series A

Pharmaceutical Technology

Preferred shares, Series C

Orchard Technologies, Inc.

Preferred shares, Series D

Real Estate Platform

Simple Agreement for Future Equity

Locus Robotics Corp.

Wilmington, MA

Preferred shares, Series F

Warehouse Automation

Aspiration Partners, Inc.

Marina Del Rey, CA

Preferred shares, Series A

Financial Services

Preferred shares, Series C-3

Preferred shares, Series C

Fitness Technology

Forge Global, Inc.

San Francisco, CA

Common shares (3)(14) **(3)(14)

Online Marketplace Finance

Nextdoor Holdings, Inc.**

San Francisco, CA

Common shares, Class B (3) **(3)

Social Networking

NewLake Capital Partners, Inc.

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

New Canaan, CT

shares ***(3)

Cannabis REIT

Shogun Enterprises, Inc.

(d/b/a Hearth)

Preferred shares, Series B-1

Home Improvement Finance

Preferred shares, Series B-2

Convertible Note 0.5%, Due 4/18/2024 ***

True Global Ventures 4 Plus Pte Ltd ** (8)

Singapore, Singapore

Limited Partner Fund Investment **(8)

Venture Investment Fund

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

Preferred shares, Series A (6)

Real Estate Platform

loan 15%, Due 12/23/2023 ***(11)

Singapore, Singapore

Common shares **

Retail Technology

Preferred shares, Investec Series **

San Francisco, CA

Preferred shares

Mobile Access Technology

Property Group, Inc.

Common shares*** ***(11)

Cannabis REIT

Varo Money, Inc.**

San Francisco, CA

Common shares **(3)

Financial Services

accompanying notes to consolidated financial statements.

CAPITAL CORP.

AND SUBSIDIARIES

SCHEDULE OF INVESTMENTS - continued

Portfolio Investments *

Headquarters/

Date of Initial Investment

Skillsoft Corp.**

Common shares (3) **(3)

Online Education

Commercial Streaming Solutions Inc.

(d/b/a BettorView) (7)

Las Vegas, NV

Simple Agreement for Future Equity (7)

Interactive Media & Services

(d/b/a Compliable) (7)

Preferred shares, Series Seed-4 (7)

Gaming Licensing

Xgroup Holdings Limited (d/b/a Xpoint)** (7)

Convertible Note 6%, Due 8/17/2023 ***

Geolocation Technology

YouBet Technology, Inc.

(d/b/a FanPower) (7)

Preferred shares, Series Seed-2 (7)

Digital Media Technology

EDGE Markets, Inc.

San Diego, CA

Preferred shares, Series Seed (7)

Gaming Technology

Churchill Sponsor VII LLC ** (12)

Common share units **(12)

Special Purpose Acquisition Company

Warrant units **(12)

AltC Sponsor LLC ** (12)

Share units **(12)

Special Purpose Acquisition Company

Rent the Runway, Inc.**

Common shares (3)

Subscription Fashion Rental

Churchill Sponsor VI LLC ** (12)

Common share units **(12)

Special Purpose Acquisition Company

Warrant units **(12)

Common shares (3)

Education Software

Neutron Holdings, Inc.

(d/b/a/ Lime)

San Francisco, CA

Junior Preferred shares, Series 1-D

Micromobility

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

Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027

Fullbridge, Inc.

Cambridge, MA

Common shares

Business Education

Note 1.47%, Due 11/9/2021 (4)(13)

Treehouse Real Estate Investment Trust, Inc.

Common shares

Cannabis REIT

Kinetiq Holdings, LLC

Philadelphia, PA

Common shares, Class A

Social Data Platform

Total Non-controlled/Non-affiliate

$ 155,103,810

(1) For the year ended December 31, 2020, this balance includes $1,962,431 of accelerated recognition of compensation cost related to the cancellation of unvested options on April 28, 2020.

Refer to "Note 11— Stock-Based Compensation" for more detail.

(2) This balance references a related-party transaction.

Refer to "Note 3—Related-Party Arrangements" for more detail.

$ 130,901,546

accompanying notes to consolidated financial statements.

CAPITAL CORP.

AND SUBSIDIARIES

SCHEDULE OF INVESTMENTS - continued

Portfolio Investments *

Headquarters/

Date of Initial Investment

NON-CONTROLLED/AFFILIATE (1)

StormWind, LLC (5)

Scottsdale, AZ

Preferred shares, Series D 8% (1)(5)

Interactive Learning

Preferred shares, Series C 8% (1)(5)

Preferred shares, Series B 8% (1)(5)

Preferred shares, Series A 8% (1)(5)

OneValley, Inc.

(f/k/a NestGSV, Inc.)

San Mateo, CA

Derivative Security, Expiration Date 8/23/2024 (10) (1)(10)

Global Innovation Platform

Convertible Promissory Note 8% Due 8/23/2024 (4)(10) (1)(4)(10)

Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 (1)

Ozy Media, Inc.

Mountain View, CA

Preferred shares, Series C-2 6% (1)

Digital Media Platform

Preferred shares, Series B 6% (1)

Preferred shares, Series A 6% (1)

Preferred shares, Series Seed 6% (1)

Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 (1)

Maven Research, Inc.

San Francisco, CA

Preferred shares, Series C (1)

Knowledge Networks

Preferred shares, Series B (1)

Curious.com, Inc.

Menlo Park, CA

Common shares (1)

Online Education

Total Non-controlled/Affiliate (1)

CONTROLLED (2)

Architect Capital PayJoy SPV, LLC**

San Francisco, CA

Membership Interest in Lending SPV *** **(2)***

Mobile Finance Technology

Colombier Sponsor LLC ** (12)

Class B Units **(12)

Special Purpose Acquisition Company

Class W Units **(12)

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

Cupertino, CA

Preferred shares, Class A (9) (9)

Clean Technology

Common shares (9)

Total Controlled (9)

Total Portfolio Investments

$ 216,128,508

$ 157,188,578

Treasury bill, 0%, due 3/30/2023*** (3) ***(3)

Treasury bill, 0%, due 6/29/2023*** (3) ***(3)

TOTAL INVESTMENTS

$ 301,128,106

$ 242,245,395

accompanying notes to consolidated financial statements.

CAPITAL CORP.

AND SUBSIDIARIES

SCHEDULE OF INVESTMENTS - continued

portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.

Equity investments are

subject to lock-up restrictions upon their initial public offering (“IPO”).

Preferred dividends are generally only payable

when declared and paid by the portfolio company’s board of directors.

The Company’s directors, officers, employees and

staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.

(Refer to “Note 3—Related-Party

Arrangements”).

All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise

(Refer to “Note 4—Investments at Fair Value”).

All of the Company’s portfolio investments are restricted

as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.

(Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ”).

assets that SuRo Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the Investment Company

Act of 1940, as amended (the “1940 Act”).

Of the Company’s total investments as of December 31, 2022, 14.47 % of

its total investments are non-qualifying assets.

is income-producing.

Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined

in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.

if SuRo Capital Corp.

owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.

, securities with the right to elect directors)

of such company.

For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14,

refer to “Note 4—Investments at Fair Value”.

Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined

in the 1940 Act.

In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially

owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors)

and/or had the power to exercise control over the management or policies of such portfolio company.

For the Schedule of Investments

In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair

an investment considered Level 1 or Level 2 and valued using observable inputs.

Refer to “Note 4—Investments at Fair

of December 31, 2022, the investments noted had been placed on non-accrual status.

Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW

Holdings, Inc.

Capital Corp.’s investments in preferred shares of Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo

Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.

Capital Corp.’s investments in Commercial Streaming Solutions Inc.

(d/b/a BettorView), YouBet Technology, Inc.

(d/b/a FanPower),

(d/b/a Compliable), EDGE Markets, Inc., and Xgroup Holdings Limited (d/b/a Xpoint) are held through SuRo Capital Corp.’s

wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).

CAPITAL CORP.

AND SUBSIDIARIES

SCHEDULE OF INVESTMENTS - continued

Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.’s wholly owned

subsidiary, GSVC SVDS Holdings, Inc.

As of December 31, 2022, $ 0.7 million of a $ 2.0 million capital commitment to True Global Ventures

4 Plus Fund LP had been called and funded.

(f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp.

do not entitle SuRo Capital Corp.

to a preferred dividend.

SuRo Capital Corp.

does not anticipate that SPBRX, INC.

will pay distributions on a quarterly or regular

basis or become a predictable distributor of distributions.

August 23, 2019, SuRo Capital Corp.

amended the structure of its investment in OneValley, Inc.

(f/k/a NestGSV, Inc.).

the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

OneValley, Inc.

(f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp.

can put the shares to OneValley, Inc.

(f/k/a NestGSV, Inc.) at the end of the five year period.

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 interest.

Denotes an investment that is the sponsor of 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.

On of November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became

March 22, 2022, Forge Global Holdings, Inc., completed its business combination with Motive Capital Corp.

As a result of the

transaction, each share of Forge Global, Inc.’s capital stock outstanding prior to the business combination was exchanged at

the designated exchange ratio of approximately 3.123 .

In addition, each warrant of Forge Global, Inc.

was exchanged into warrants exercisable into common stock based on the exchange

ratio of 3.123 .

The exercise price of each converted warrant was determined by dividing the exercise price of the respective Forge Global, Inc.

warrants by the exchange ratio, rounded to the nearest whole cent.

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.

exercise was effectuated on September 30, 2022.

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2021

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

SCHEDULE OF INVESTMENTS

Headquarters/

of Initial Investment

Portfolio Investments *

Headquarters/

Date of Initial Investment

NON-CONTROLLED/NON-AFFILIATE

1 unchanged sentence

Redwood City, CA

Preferred shares, Series A 8% Online Education 9/18/2014 2,145,509 $ 5,000,001 $ 77,831,772 21.33 %

Preferred shares, Series A 8%

Online Education

Preferred shares, Series C 8%

Total 14,999,972 87,831,743 24.07 %

Forge Global, Inc.

San Francisco, CA

Common shares, Class AA Online Marketplace Finance 7/20/2011 625,520 266,507 16,430,555 4.50 %

Common shares, Class AA

Online Marketplace Finance

Junior Preferred shares

Junior Preferred warrants, Strike Price $12.42, Expiration Date 11/9/2025

Total 2,526,223 21,015,781 5.76 %

Blink Health, Inc.

Preferred shares, Series A Pharmaceutical Technology 10/27/2020 238,095 5,000,423 4,315,552 1.18 %

Preferred shares, Series A

Pharmaceutical Technology

Preferred shares, Series C

Total 15,004,340 14,315,526 3.92 %

Nextdoor Holdings, Inc.**

4 unchanged sentences

Marina Del Rey, CA

Preferred shares, Series A Financial Services 8/11/2015 540,270 1,001,815 10,556,306 2.89 %

Preferred shares, Series A

Financial Services

Preferred shares, Series C-3

Total 1,283,005 11,055,743 3.03 %

Singapore, Singapore

Common shares Retail Technology 6/9/2021 55,591 2,781,148 2,882,476 0.79 %

Common shares **

Retail Technology

Preferred shares, Investec series **

Total 10,005,748 10,370,299 2.84 %

Orchard Technologies, Inc.

Preferred shares, Series D Real Estate Platform 8/9/2021 1,488,139 10,004,034 9,999,996 2.74 %

Preferred shares, Series D

Real Estate Platform

Skillsoft Corp.

3 unchanged sentences

San Francisco, CA

Common shares Financial Services 8/11/2021 1,079,266 10,005,548 8,541,676 2.34 %

Common shares

Financial Services

NewLake Capital Partners, Inc.

6 unchanged sentences

Shogun Enterprises, Inc.

Preferred shares, Series B-1 Home Improvement Finance 2/26/2021 436,844 3,501,657 3,531,447 0.97 %

Preferred shares, Series B-1

Total 7,003,318 7,031,445 1.93 %

Home Improvement Finance

Preferred shares, Series B-2

Enjoy Technology, Inc.**

3 unchanged sentences

Neutron Holdings, Inc.

(d/b/a/ Lime) San Francisco, CA

Junior Preferred shares, Series 1-D Micromobility 1/25/2019 41,237,113 10,007,322 3,485,014 0.96 %

(d/b/a/ Lime)

San Francisco, CA

Junior Preferred shares, Series 1-D

Micromobility

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

Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027

Total 10,513,661 3,991,353 1.10 %

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

accompanying notes to consolidated financial statements.

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2021

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

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

SCHEDULE OF INVESTMENTS - continued

Portfolio Investments *

Headquarters/

Date of Initial Investment

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

Preferred shares, Series A (6)

1 unchanged sentence

Term loan 15%, Due 12/23/2023*** (14) ***(14)

12/23/2020 $ 2,000,000 2,000,000 2,000,000 0.55 %

Total 3,500,000 3,500,000 0.96 %

San Francisco, CA

Preferred shares Mobile Access Technology 7/23/2021 244,117 2,501,570 2,500,002 0.69 %

Preferred shares

Mobile Access Technology

Rent the Runway, Inc.**

2 unchanged sentences

Aventine Property Group, Inc.

Common shares*** Cannabis REIT 9/11/2019 312,500 2,580,750 2,190,978 0.60 %

Common shares***

Cannabis REIT

Commercial Streaming Solutions Inc.

1 unchanged sentence

Las Vegas, NV

Simple Agreement for Future Equity Interactive Media & Services 3/26/2021 1 1,002,720 1,000,000 0.27 %

Simple Agreement for Future Equity (7)

Interactive Media & Services

(d/b/a Compliable) (7)

Preferred shares, Series Seed-4 Gaming Licensing 10/12/2021 2,064,409 1,002,755 1,000,000 0.27 %

Preferred shares, Series Seed-4 (7)

Gaming Licensing

Palantir Lending Trust SPV I ** ( 11)

4 unchanged sentences

Singapore, Singapore

Limited Partner Fund Investment Venture Investment Fund 8/27/2021 1 713,505 670,000 0.18 %

Limited Partner Fund Investment **(8)

Venture Investment Fund

YouBet Technology, Inc.

(d/b/a PickUp) (7)

Preferred shares, Series Seed-2 Digital Media Technology 8/26/2021 385,353 502,232 499,999 0.14 %

Preferred shares, Series Seed-2 (7)

Digital Media Technology

Common shares (3) **(3)(19)

1 unchanged sentence

Churchill Sponsor VII LLC ** (17)

Common share units Special Purpose Acquisition Company 2/25/2021 292,100 205,820 205,820 0.06 %

Common share units **(17)

Special Purpose Acquisition Company

Warrant units **(17)

Total 300,000 300,000 0.09 %

AltC Sponsor LLC ** (17)

Share units Special Purpose Acquisition Company 7/21/2021 239,300 250,855 250,000 0.07 %

Share units **(17)

Special Purpose Acquisition Company

Churchill Sponsor VI LLC ** (17)

Common share units Special Purpose Acquisition Company 2/25/2021 195,000 134,297 134,297 0.04 %

Common share units **(17)

Special Purpose Acquisition Company

Warrant units **(17)

Total 200,000 200,000 0.06 %

Fullbridge, Inc.

Cambridge, MA

Common shares Business Education 5/13/2012 517,917 6,150,506 — — %

Common shares

Business Education

Promissory Note 1.47%, Due 11/9/2021 (4)(20) (4)(20)

3/3/2016 $ 2,270,458 2,270,858 — — %

Total 8,421,364 — — %

Treehouse Real Estate Investment Trust, Inc.

Common shares*** Cannabis REIT 9/11/2019 312,500 4,919,250 — — %

Kinetiq Holdings, LLC Philadelphia, PA

Common shares, Class A Social Data Platform 3/30/2012 112,374 — — — %

Common shares*** ***(12)

Cannabis REIT

Kinetiq Holdings, LLC

Philadelphia, PA

Common shares, Class A

Social Data Platform

Total Non-controlled/Non-affiliate

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

$ 146,360,300

$ 231,768,290

accompanying notes to consolidated financial statements.

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2021

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

SCHEDULE OF INVESTMENTS - continued

Portfolio Investments *

Headquarters/

Date of Initial Investment

NON-CONTROLLED/AFFILIATE (1)

1 unchanged sentence

Scottsdale, AZ

Preferred shares, Series D 8% Interactive Learning 11/26/2019 329,337 $ 257,267 $ 621,093 0.17 %

Preferred shares, Series D 8% (1)(5)

Interactive Learning

Preferred shares, Series C 8% (1)(5)

1 unchanged sentence

Preferred shares, Series A 8% (1)(5)

Total 6,387,741 11,830,722 3.24 %

OneValley, Inc.

(f/k/a NestGSV, Inc.) San Mateo, CA

(f/k/a NestGSV, Inc.)

San Mateo, CA

Derivative Security, Expiration Date 8/23/2024 (10) (1)

1 unchanged sentence

Convertible Promissory Note 8% Due 8/23/2024 (4)(10) (1)

2/17/2016 $ 1,010,198 1,030,176 505,099 0.14 %

Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022 (1)

Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 (1)

Total 9,660,759 2,778,367 0.77 %

Ozy Media, Inc.

Mountain View, CA

Preferred shares, Series C-2 6% Digital Media Platform 8/31/2016 683,482 2,414,178 — — %

Preferred shares, Series C-2 6% (1)

Digital Media Platform

Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 (1)

2 unchanged sentences

Preferred shares, Series Seed 6% (1)

Total 10,945,024 — — %

Maven Research, Inc.

San Francisco, CA

Preferred shares, Series C 8% Knowledge Networks 7/2/2012 318,979 2,000,447 — — %

Preferred shares, Series C 8% (1)

Knowledge Networks

Preferred shares, Series B 5% (1)

Total 2,217,653 — — %

Curious.com, Inc.

Menlo Park, CA

Common shares Online Education 11/22/2013 1,135,944 12,000,006 — — %

Common shares (1)

Online Education

Total Non-controlled/Affiliate (1)

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2021

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

CONTROLLED (2)

4 unchanged sentences

Colombier Sponsor LLC ** (17)

Class B Units Special Purpose Acquisition Company 4/1/2021 1,976,033 1,556,587 1,554,354 0.43 %

Class B Units (2)**(17)

Special Purpose Acquisition Company

Class W Units (2)**(17)

Total (2)**(17)

(f/k/a GSV Sustainability Partners, Inc.) Cupertino, CA

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

Cupertino, CA

Preferred shares, Class A (9) (2)

1 unchanged sentence

Common shares (2)

Total 7,161,412 1,047,033 0.29 %

Total Controlled (2)

Total Portfolio Investments (2)

See accompanying notes to consolidated financial statements.

$ 207,455,377

* All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.

Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”).

Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors.

The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.

(Refer to “Note 3—Related-Party Arrangements”).

All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted.

$ 260,136,253

accompanying notes to consolidated financial statements.

portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.

Equity investments are

subject to lock-up restrictions upon their initial public offering (“IPO”).

Preferred dividends are generally only payable

when declared and paid by the portfolio company’s board of directors.

The Company’s directors, officers, employees and

staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.

(Refer to “Note 3—Related-Party

Arrangements”).

All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise

(Refer to “Note 4—Investments at Fair Value”).

All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.

All of the Company’s portfolio investments are restricted

as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.

(Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ”).

** Indicates assets that SuRo Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).

Of the Company’s total investments as of December 31, 2021, 26.91% of its total investments are non-qualifying assets.

*** Investment is income-producing.

(1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act.

assets that SuRo Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the Investment Company

Act of 1940, as amended (the “1940 Act”).

Of the Company’s total investments as of December 31, 2021, 26.91 % of

its total investments are non-qualifying assets.

is income-producing.

CAPITAL CORP.

AND SUBSIDIARIES

SCHEDULE OF INVESTMENTS - continued

Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined

in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.

if SuRo Capital Corp.

owns 5% or more of the voting securities ( i.e.

5% or more of the voting securities ( i.e.

, securities with the right to elect directors) of such company.

For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

(2) “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act.

In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.

For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

(3) Denotes an investment considered Level 1 or Level 2 and valued using observable inputs.

Refer to “Note 4—Investments at Fair Value”.

(4) As of December 31, 2021, the investments noted had been placed on non-accrual status.

(5) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

(6) SuRo Capital Corp.’s investments in preferred shares in Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC AV Holdings, Inc.

(7) SuRo Capital Corp.’s investments in Commercial Streaming Solutions Inc.

For the Schedule

of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments

at Fair Value”.

Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined

in the 1940 Act.

In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned

more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise

control over the management or policies of such portfolio company.

For the Schedule of Investments In, and Advances To, Affiliates,

as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

an investment considered Level 1 or Level 2 and valued using observable inputs.

Refer to “Note 4—Investments at Fair

of December 31, 2021, the investments noted had been placed on non-accrual status.

Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW

Holdings, Inc.

Capital Corp.’s investments in preferred shares in Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo

Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.

Capital Corp.’s investments in Commercial Streaming Solutions Inc.

(d/b/a BettorView), YouBet Technology, Inc.

(d/b/a PickUp), and Rebric Inc.

(d/b/a Compliable) are held through SuRo Capital Corp.'s wholly owned subsidiary, SuRo Capital Sports, LLC ("SuRo Sports").

(8) SuRo Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SVDS Holdings, Inc.

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.

(9) The SPBRX, INC.

(d/b/a PickUp),

and Rebric, Inc.

(d/b/a Compliable) are held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC

(“SuRo Sports”).

Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.’s wholly owned

subsidiary, GSVC SVDS Holdings, Inc.

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.

(f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp.

3 unchanged sentences

does not anticipate that SPBRX, INC.

will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.

(10) On August 23, 2019, SuRo Capital Corp.

will pay distributions on a quarterly or regular

basis or become a predictable distributor of distributions.

August 23, 2019, SuRo Capital Corp.

amended the structure of its investment in OneValley, Inc.

(f/k/a NestGSV, Inc.).

As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

OneValley, Inc.

(f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, while SuRo Capital Corp.

(f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, while SuRo Capital

can put the shares to OneValley, Inc.

(f/k/a NestGSV, Inc.) at the end of the five year period.

(11) 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.

(12) On January 1, 2021, Treehouse Real Estate Investment Trust, Inc.

completed its spin off of 34.4% of its assets into Aventine Property Group, Inc.

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.

January 1, 2021, Treehouse Real Estate Investment Trust, Inc.

completed its spin off of 34.4 % of its assets into Aventine Property

During the year ended December 31, 2021, Aventine Property Group, Inc.

declared an aggregate of $0.1 million in dividend distributions.

declared an aggregate of $ 0.1 million in dividend

distributions.

During the year ended December 31, 2021, Treehouse Real Estate Investment Trust, Inc.

declared an aggregate of $0.2 million in dividend distributions.

(13) On July 30, 2021, A Place for Rover, Inc.

executed a business combination, through Nebula Caravel Acquisition Corp., a special purpose acquisition company.

declared an aggregate of $ 0.2

million in dividend distributions.

July 30, 2021, A Place for Rover, Inc.

executed a business combination, through Nebula Caravel Acquisition Corp., a special purpose

acquisition company.

Following the merger, A Place for Rover, Inc.

1 unchanged sentence

and SuRo Capital Corp.

received 130,390 additional common shares as a result of the exchange ratio prescribed in the transaction.

As of December 31, 2021, SuRo Capital Corp.'s common shares in Rover Group, Inc.

130,390 additional common shares as a result of the exchange ratio prescribed in the transaction.

As of December 31, 2021, SuRo Capital

Corp.’s common shares in Rover Group, Inc.

were subject to certain lock-up restrictions.

(14) 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.

(15) 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.

(16) During the year ended December 31, 2021, NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) declared an aggregate of approximately $0.3 million in dividend distributions.

CAPITAL CORP.

AND SUBSIDIARIES

SCHEDULE OF INVESTMENTS - continued

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.

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, NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) declared an aggregate of

approximately $ 0.3

million in dividend distributions.

SuRo Capital Corp.

does not anticipate that NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

On August 20, 2021, NewLake Capital Partners, Inc.(f/k/a GreenAcreage Real Estate Corp.) went public via an initial public offering on the OTCQX.

(f/k/a GreenAcreage

Real Estate Corp.) will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

August 20, 2021, NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) went public via an initial public offering on

As of December 31, 2021, none of SuRo Capital Corp.’s common shares in NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) were subject to lock-up restrictions.

(17) Denotes an investment that is the sponsor of 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.

(18) 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.

GreenAcreage Real Estate Corp.) were subject to lock-up restrictions.

an investment that is the sponsor of 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.

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.

alongside the merger of Software Luxembourg Holding S.A.

2 unchanged sentences

changed its name to Skillsoft Corp.

As of December 31, 2021, none of SuRo Capital Corp.'s common shares in Skillsoft Corp.

December 31, 2021, none of SuRo Capital Corp.’s common shares in Skillsoft Corp.

were subject to lock-up restrictions.

(19) On September 3, 2021, Clever, Inc.

September 3, 2021, Clever, Inc.

completed its sale to Kahoot!

In connection with this transaction, SuRo Capital Corp.

received 86,800 common shares in Kahoot!

86,800 common shares in Kahoot!

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

SuRo Capital Corp.

is also eligible to receive cash and Kahoot!

eligible to receive cash and Kahoot!

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

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

As of December 31,

2021, SuRo Capital Corp.’s common shares in Kahoot!

ASA were subject to certain lock-up restrictions.

(20) During the year ended December 31, 2021, Fullbridge, Inc.'s obligations under its financing arrangements with the Company became past due.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2020

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

NON-CONTROLLED/NON-AFFILIATE

Palantir Technologies, Inc.

Palo Alto, CA

Common shares, Class A (3)(13)

Data Analysis 5/7/2012 4,618,952 $ 12,875,126 $ 94,635,398 31.38 %

Coursera, Inc.

Mountain View, CA

Preferred shares, Series F 8% Online Education 7/15/2020 166,962 2,840,017 2,838,354 0.94 %

Preferred shares, Series B 8% 6/9/2013 2,961,399 14,519,519 50,343,783 16.69 %

Total 17,359,536 53,182,137 17.63 %

Course Hero, Inc.

Redwood City, CA

Preferred shares, Series A 8% Online Education 9/18/2014 2,145,509 5,000,001 35,079,072 11.63 %

Nextdoor.com, Inc.

San Francisco, CA

Common shares Social Networking 9/27/2018 580,360 10,002,666 12,832,208 4.25 %

Blink Health, Inc.

Preferred shares, Series A Pharmaceutical Technology 10/27/2020 238,095 5,000,423 4,999,995 1.66 %

Preferred shares, Series C 10/27/2020 130,972 5,002,932 4,999,987 1.66 %

Total 10,003,355 9,999,982 3.32 %

Forge Global, Inc.

San Francisco, CA

Common shares, Class AA Online Marketplace Finance 7/20/2011 614,042 123,987 7,624,437 2.53 %

Junior Preferred shares 7/19/2011 160,534 2,259,716 1,993,319 0.66 %

Junior Preferred warrants, Strike Price $12.42, Expiration Date 11/9/2025 7/19/2011 73,695 — 279,303 0.09 %

Total 2,383,703 9,897,059 3.28 %

Enjoy Technology, Inc.

Menlo Park, CA

Preferred shares, Series B 6% On-Demand Commerce 7/29/2015 1,681,520 4,000,280 5,032,724 1.67 %

Preferred shares, Series A 6% 10/16/2014 879,198 1,002,440 1,536,980 0.51 %

Convertible Promissory Note 14% Due 1/30/2024*** 11/30/2020 $ 521,112 524,057 521,112 0.17 %

Total 5,526,777 7,090,816 2.35 %

Rent the Runway, Inc.

Preferred shares, Series G Subscription Fashion Rental 6/17/2020 339,191 5,153,945 5,000,001 1.66 %

Residential Homes for Rent, LLC (d/b/a Second Avenue) (16)

Preferred shares, Series A Real Estate Platform 12/23/2020 150,000 1,500,000 1,500,000 0.50 %

Term loan 15%, Due 12/23/2023*** 12/23/2020 $ 3,000,000 3,000,000 3,000,000 0.99 %

Total 4,500,000 4,500,000 1.49 %

Neutron Holdings, Inc.

(d/b/a/ Lime) San Francisco, CA

Junior Preferred shares, Series 1-D (11)

Micromobility 1/25/2019 41,237,113 10,007,322 3,485,014 1.16 %

Junior Preferred Convertible Note 4% Due 5/11/2027*** 5/11/2020 $ 506,339 506,339 506,339 0.17 %

Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027 (11)

5/11/2020 2,032,967 — — — %

Total 10,513,661 3,991,353 1.33 %

Aspiration Partners, Inc.

Marina Del Rey, CA

Preferred shares, Series A Financial Services 8/11/2015 540,270 1,001,815 3,288,548 1.09 %

Preferred shares, Series C-3 (12)

8/12/2019 24,912 281,190 169,599 0.06 %

Total 1,283,005 3,458,147 1.15 %

Treehouse Real Estate Investment Trust, Inc.

Common shares*** (8)

Cannabis REIT 9/11/2019 312,500 7,500,000 3,321,626 1.10 %

Palantir Lending Trust SPV I ** (10)

Palo Alto, CA

Equity Participation in Underlying Collateral Data Analysis 6/19/2020 — — 2,550,764 0.85 %

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2020

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

San Francisco, CA

Preferred shares, Series B 8% Education Software 12/5/2014 1,799,047 $ 2,000,601 $ 2,000,001 0.66 %

A Place for Rover Inc.

(f/k/a DogVacay, Inc.) Seattle, WA

Common shares Peer-to-Peer Pet Services 11/3/2014 707,991 2,506,119 1,474,878 0.49 %

Tynker (f/k/a Neuron Fuel, Inc.) Mountain View, CA

Preferred shares, Series A 8% Computer Software 8/8/2012 534,162 309,310 791,361 0.26 %

Fullbridge, Inc.

Cambridge, MA

Common shares Business Education 5/13/2012 517,917 6,150,506 — — %

Promissory Note 1.47%, Due 11/9/2021 (4)

3/3/2016 $ 2,270,458 2,270,858 — — %

Total 8,421,364 — — %

SP Holdings Group, Inc.

San Francisco, CA

Preferred shares, Series B 6% Online Marketplace Finance 7/19/2011 1,771,653 — — — %

Common shares 7/20/2011 770,934 — — — %

Total — — — %

Kinetiq Holdings, LLC (14)

Philadelphia, PA

Common shares, Class A Social Data Platform 3/30/2012 112,374 — — — %

Total Non-controlled/Non-affiliate $ 105,339,169 $ 249,804,803 82.83 %

NON-CONTROLLED/AFFILIATE (1)

Ozy Media, Inc.

Mountain View, CA

Preferred shares, Series C-2 6% Digital Media Platform 9/11/2019 683,482 $ 2,414,178 $ 1,865,547 0.62 %

Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 4/9/2018 295,565 30,647 762,558 0.25 %

Preferred shares, Series B 6% 10/3/2014 922,509 4,999,999 3,350,952 1.11 %

Preferred shares, Series A 6% 12/11/2013 1,090,909 3,000,200 2,824,679 0.94 %

Preferred shares, Series Seed 6% 11/2/2012 500,000 500,000 1,294,645 0.43 %

Total 10,945,024 10,098,381 3.35 %

GreenAcreage Real Estate Corp.

Common shares*** (9)

Cannabis REIT 8/12/2019 422,586 8,509,633 8,937,690 2.96 %

StormWind, LLC (5)

Scottsdale, AZ

Preferred shares, Series D 8% Interactive Learning 11/26/2019 329,337 257,267 440,515 0.15 %

Preferred shares, Series C 8% 1/7/2014 2,779,134 4,000,787 4,804,218 1.59 %

Preferred shares, Series B 8% 12/16/2011 3,279,629 2,019,687 2,625,365 0.87 %

Preferred shares, Series A 8% 2/25/2014 366,666 110,000 88,248 0.03 %

Total 6,387,741 7,958,346 2.64 %

NestGSV, Inc.

(d/b/a OneValley, Inc.) San Mateo, CA

Derivative Security, Expiration Date 8/23/2024 (7)

Global Innovation Platform 8/23/2019 1 8,555,124 2,173,148 0.72 %

Convertible Promissory Note 8% Due 8/23/2024 (4)(7)

2/17/2016 $ 1,010,198 1,030,176 505,099 0.17 %

Preferred Warrants Series A-3, Strike Price $1.33, Expiration Date 4/4/2021 4/4/2014 187,500 — 4,687 — %

Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 10/6/2021 10/6/2014 500,000 — 65,000 0.02 %

Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 7/18/2021 7/8/2016 250,000 74,380 27,500 0.01 %

Preferred Warrants Series B, Strike Price $2.31, Expiration Date 11/29/2021 11/29/2016 100,000 29,275 — — %

Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022 5/29/2017 125,000 70,379 — — %

Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 12/31/2018 250,000 5,080 9,250 0.00 %

Total 9,764,414 2,784,684 0.92 %

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2020

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

(d/b/a CorpU) Philadelphia, PA

Senior Subordinated Convertible Promissory Note 4% Due 2/14/2023 (4)

Corporate Education 11/26/2014 $ 1,251,158 $ 1,256,191 $ 312,790 0.10 %

Convertible preferred shares, Series D 6% 5/31/2013 169,033 778,607 73,882 0.02 %

Convertible preferred shares, Series C 8% 3/29/2012 615,763 2,006,077 — — %

Total 4,040,875 386,672 0.12 %

Maven Research, Inc.

San Francisco, CA

Preferred shares, Series C 8% Knowledge Networks 7/2/2012 318,979 2,000,447 — — %

Preferred shares, Series B 5% 2/28/2012 49,505 217,206 — — %

Total 2,217,653 — — %

Curious.com, Inc.

Menlo Park, CA

Common shares Online Education 11/22/2013 1,135,944 12,000,006 — — %

Total Non-controlled/Affiliate $ 53,865,346 $ 30,165,773 10.00 %

CONTROLLED (2)

(f/k/a GSV Sustainability Partners, Inc.) Cupertino, CA

Preferred shares, Class A*** (6)

Clean Technology 4/15/2014 14,300,000 $ 7,151,412 $ 809,198 0.27 %

Common shares 4/15/2014 100,000 10,000 — — %

Total 7,161,412 809,198 0.27 %

Total Controlled $ 7,161,412 $ 809,198 0.27 %

Total Portfolio Investments $ 166,365,927 $ 280,779,774 93.10 %

Treasury bill, 0%, due 1/2/2021*** (3)

12/30/2020 $ 150,000,000 150,000,000 150,000,000 49.74 %

TOTAL INVESTMENTS $ 316,365,927 $ 430,779,774 142.83 %

See accompanying notes to consolidated financial statements.

__________________________________________

* All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.

Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”).

Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors.

The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.

(Refer to “Note 3—Related-Party Arrangements”).

All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted.

(Refer to “Note 4—Investments at Fair Value”).

All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.

(Refer to "Note 2—Significant Accounting Policies— Investments at Fair Value ").

** Indicates assets that SuRo Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).

Of the Company’s total investments as of December 31, 2020, 22.56% of its total investments are non-qualifying assets.

*** Investment is income-producing.

(1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.

if SuRo Capital Corp.

owns 5% or more of the voting securities ( i.e.

, securities with the right to elect directors) of such company.

For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

(2) “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act.

For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

(3) Denotes an investment considered Level 1 or Level 2 and valued using observable inputs.

As of December 31, 2020, 1 portfolio investment held by SuRo Capital Corp.

was considered Level 1 or Level 2.

Refer to “Note 4—Investments at Fair Value”.

(4) As of December 31, 2020, the investments noted had been placed on non-accrual status.

(5) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

(6) The SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp.

do not entitle SuRo Capital Corp.

to a preferred dividend rate.

During the year ended December 31, 2020, SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.) declared, and SuRo Capital Corp.

received, an aggregate of $450,000 in dividend distributions.

SuRo Capital Corp.

does not anticipate that SPBRX, INC.

will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.

(7) On August 23, 2019, SuRo Capital Corp.

amended the structure of its investment in NestGSV, Inc.

(d/b/a OneValley, Inc.).

As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

NestGSV, Inc.

(d/b/a OneValley,Inc.) has the right to call the position at any time over a five year period, while SuRo Capital Corp.

can put the shares to NestGSV, Inc.

(d/b/a OneValley, Inc.) at the end of the five year period.

(8) During the year ended December 31, 2020, Treehouse Real Estate Investment Trust Inc.

declared, and SuRo Capital Corp.

received, an aggregate of $50,000 in dividend distributions.

SuRo Capital Corp.

does not anticipate that Treehouse Real Estate Investment Trust Inc.

will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

(9) During the year ended December 31, 2020, GreenAcreage Real Estate Corp.

declared an aggregate of $317,617 in dividend distributions.

SuRo Capital Corp.

does not anticipate that GreenAcreage Real Estate Corp.

will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

(10) On June 19, 2020, SuRo Capital Corp.

extended a $6,900,000, non-recourse, collateralized loan to Palantir Lending Trust SPV I.

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.

participates 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, $8,671,618 has been received from Palantir Lending Trust SPV I.

Of the proceeds received, $6,900,000 fully repaid the outstanding principal, $782,125 was attributed to the accrued guaranteed interest, and $989,494 was generated by the Equity Participation in Underlying Collateral.

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.

(11) On May 11, 2020, SuRo Capital Corp.

made a follow-on investment in a junior preferred convertible note to Neutron Holdings, Inc.

(d/b/a Lime) as part of a recapitalization of Neutron Holdings, Inc.

(d/b/a Lime), led by Uber Technologies, Inc.

On May 11, 2020, SuRo Capital Corp.'s existing Series D Preferred shares were converted to Series 1-D Junior Preferred shares.

As part of the transaction, SuRo Capital Corp.

was issued, and received on August 24, 2020, 2,032,967 common warrants with a strike price of $0.01 and an expiration date of May 11, 2027.

(12) On June 6, 2020, the convertible note SuRo Capital Corp.

had extended to Aspiration Partners, Inc.

converted into Series C-3 Preferred shares at a 15% discount to Aspiration Partners, Inc.'s most recent financing round.

SuRo Capital Corp.

received 24,912 Series C-3 Preferred shares as a result of the conversion.

(13) On September 30, 2020, Palantir Technologies, Inc.

went public via a modified direct listing on the New York Stock Exchange.

Under the terms of the modified direct listing, as disclosed in Palantir Technologies, Inc.'s Amendment No.

1 to Form S-1 Registration Statement, 20% of SuRo Capital Corp.'s Class A common shares in Palantir Technologies, Inc.

held at the time of the direct public listing were considered unrestricted, while the remaining 80% were subject to sales restrictions and are not eligible for sale until the third business day following the filing of Palantir Technologies, Inc.'s fiscal year 2020 Form 10-K filing in 2021.

As of December 31, 2020, SuRo Capital Corp.

holds 4,618,952 public shares of Palantir Technologies, Inc.

common stock, all of which are subject to certain lock-up restrictions.

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

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

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.

(15) On November 9, 2020, SharesPost, Inc.

completed its merger with Forge Global, Inc.

As part of the merger, SuRo Capital Corp.

received Class AA Common Shares, Junior Preferred Stock and Junior Warrants of Forge.

In addition, as part of the merger, certain assets held by SharesPost, Inc.

that were not acquired by Forge were spun-out into a new entity called SP Holdings Group, Inc.

In addition to the shares received from Forge, SuRo Capital Corp.

also received Series B Preferred Stock and Common Shares in SP Holdings Group, Inc.

(16) SuRo Capital Corp.’s investments in Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC AV Holdings, Inc.

SURO CAPITAL CORP.

the year ended December 31, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became past

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 1—NATURE OF OPERATIONS

SuRo Capital Corp.

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

TO CONSOLIDATED FINANCIAL STATEMENTS

1— NATURE OF OPERATIONS

Capital Corp.

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

known as Sutter Rock Capital Corp.

and as GSV Capital Corp.

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

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

On and effective March 12, 2019, 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.

Prior to March 12, 2019, 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”).

Refer to "Note 3 — Related-Party Arrangements" for further detail.

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

The Company’s common stock is currently listed on the Nasdaq Global Select Market under the symbol “SSSS” (formerly "GSVC").

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

non-diversified closed-end management investment company.

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

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

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

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

The Company’s

common stock is currently listed on the Nasdaq Global Select Market under the symbol “SSSS” (formerly “GSVC”).

Prior to November 24, 2021, our common stock traded on the Nasdaq Capital Market under the same symbol (“SSSS”).

The Company began its investment operations during the second quarter of 2011.

The table below displays the Company’s subsidiaries as of December 31, 2021, which, other than GSV Capital Lending, LLC (“GCL”) and SuRo Capital Sports, LLC, are collectively referred to as the “Taxable Subsidiaries.” The Taxable Subsidiaries were formed to hold portfolio investments.

The Taxable Subsidiaries, including their associated portfolio investments, are consolidated with the Company for accounting purposes, but have elected to be treated as separate entities for U.S.

began its investment operations during the second quarter of 2011.

table below displays the Company’s subsidiaries as of December 31, 2022, which, other than GSV Capital Lending, LLC (“GCL”)

and SuRo Capital Sports, LLC, are collectively referred to as the “Taxable Subsidiaries.” The Taxable Subsidiaries were formed

to hold certain portfolio investments.

The Taxable Subsidiaries, including their associated portfolio investments, are consolidated with

the Company for accounting purposes, but have elected to be treated as separate entities for U.S.

federal income tax purposes.

GCL was formed to originate portfolio loan investments within the state of California and is consolidated with the Company for accounting purposes.

formed to originate portfolio loan investments within the state of California and is consolidated with the Company for accounting purposes.

Refer to “Note 2—Significant Accounting Policies— Basis of Consolidation ” below for further detail.

Subsidiary Jurisdiction of

Incorporation Formation

Date Percentage

GCL Delaware April 13, 2012 100%

SuRo Capital Sports, LLC ("SuRo Sports") Delaware March 19, 2021 100%

OF COMPANY’S SUBSIDIARIES

Jurisdiction of

Incorporation

April 13, 2012

SuRo Capital Sports, LLC (“SuRo Sports”)

March 19, 2021

Subsidiaries below are referred to collectively, as the “Taxable Subsidiaries”

GSVC AE Holdings, Inc.

(“GAE”) Delaware November 28, 2012 100%

November 28, 2012

GSVC AV Holdings, Inc.

(“GAV”) Delaware November 28, 2012 100%

November 28, 2012

GSVC SW Holdings, Inc.

(“GSW”) Delaware November 28, 2012 100%

November 28, 2012

GSVC SVDS Holdings, Inc.

(“SVDS”) Delaware August 13, 2013 100%

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

The Company invests principally in the equity securities of what it believes to be rapidly growing venture-capital-backed emerging companies.

The Company may acquire its investments in these portfolio companies through offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, or negotiations with selling stockholders.

In addition, the Company may invest in private credit and in founders equity, founders warrants, forward purchase agreements, and private investment in public equity transactions of special purpose acquisition companies.

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

companies that otherwise meet its investment criteria, subject to any applicable limitations under the 1940 Act.

SURO CAPITAL CORP.

August 13, 2013

Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity

and equity-related investments, and to a lesser extent, income from debt investments.

The Company invests principally in the equity securities

of what it believes to be rapidly growing venture-capital-backed emerging companies.

The Company may invest in these portfolio companies

through offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, or negotiations

with selling stockholders.

In addition, the Company may invest in private credit and in founders equity, founders warrants, forward purchase

agreements, and private investment in public equity transactions of special purpose acquisition companies.

The Company may also invest

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

companies that otherwise meet its investment

criteria, subject to any applicable limitations under the 1940 Act.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S.

generally accepted accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-K and Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company is an investment company following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies .

In the opinion of management, all adjustments, all of which were of a normal recurring nature, were considered necessary for the fair presentation of consolidated financial statements for the period have been included.

Basis of Consolidation

Under Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled operating company that provides substantially all of its services and benefits to the Company, and certain entities established for tax purposes where the Company holds a 100% interest.

Accordingly, the Company’s consolidated financial statements include its accounts and the accounts of the Taxable Subsidiaries and GCL, its wholly-owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires the Company’s management to make a number of significant estimates.

These include estimates of the fair value of certain assets and liabilities and other estimates that affect the reported amounts of certain 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 Company’s estimates are inherently subjective in nature and actual results could differ materially from such estimates.

Uncertainties and Risk Factors

The Company is subject to a number of risks and uncertainties in the nature of its operations, as well as vulnerability due to certain concentrations.

Refer to "Risk Factors” in Part I, Item 1A of this Form 10-K for a detailed discussion of the risks and uncertainties inherent in the nature of the Company’s operations.

Refer to “Note 4—Investments at Fair Value” for an overview of the Company’s industry and geographic concentrations.

Investments at Fair Value

The Company applies fair value accounting in accordance with GAAP and the AICPA’s Audit and Accounting Guide for Investment Companies.

TO CONSOLIDATED FINANCIAL STATEMENTS

2— SIGNIFICANT ACCOUNTING POLICIES

of Presentation

consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S.

generally accepted

accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-K and Regulation S-X under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”).

The Company is an investment company following the specialized accounting

and reporting guidance specified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification

(“ASC”) Topic 946, Financial Services—Investment Companies .

In the opinion of management, all adjustments, all

of which were of a normal recurring nature, were considered necessary for the fair presentation of consolidated financial statements

for the period have been included.

of Consolidation

Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting

Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled

operating company that provides substantially all of its services and benefits to the Company, and certain entities established for tax

purposes where the Company holds a 100% interest.

Accordingly, the Company’s consolidated financial statements include its accounts

and the accounts of the Taxable Subsidiaries, GCL, and SuRo Sports, its wholly-owned subsidiaries.

All intercompany balances and transactions

have been eliminated in consolidation.

preparation of consolidated financial statements in accordance with GAAP requires the Company’s management to make a number of

significant estimates.

These include estimates of the fair value of certain assets and liabilities and other estimates that affect the

reported amounts of certain 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 may occur in the near term.

Company’s estimates are inherently subjective in nature and actual results could differ materially from such estimates.

Uncertainties

and Risk Factors

Company is subject to a number of risks and uncertainties in the nature of its operations, as well as vulnerability due to certain concentrations.

Refer to “Risk Factors” in Part I, Item 1A of this Form 10-K for a detailed discussion of the risks and uncertainties inherent

in the nature of the Company’s operations.

Refer to “Note 4—Investments at Fair Value” for an overview of the

Company’s industry and geographic concentrations.

at Fair Value

Company applies fair value accounting in accordance with GAAP and the AICPA’s Audit and Accounting Guide for Investment Companies.

The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value.

The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels.

The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.

value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.

GAAP establishes a framework for measuring fair value that includes a hierarchy used to

classify the inputs used in measuring fair value.

The hierarchy prioritizes the inputs to valuation techniques used to measure fair value

into three levels.

The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest

level input that is significant to the fair value measurement.

The levels of the fair value hierarchy are as follows:

Level 1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date.

SURO CAPITAL CORP.

1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has

the ability to access at the measurement date.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Level 2 —Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;

TO CONSOLIDATED FINANCIAL STATEMENTS

2 —Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;

quoted prices in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.

Level 3 —Valuations based on unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The majority of the Company’s investments are Level 3 investments and are subject to a high degree of judgment and uncertainty in determining fair value.

When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety.

For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3).

Therefore, gains and losses for such assets and liabilities categorized within the Level 3 table set forth in “Note 4—Investments at Fair Value” may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

A review of fair value hierarchy classifications is conducted on a quarterly basis.

Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities.

Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in/out of the Level 3 category as of the beginning of the measurement period in which the reclassifications occur.

Refer to “Levelling Policy” below for a detailed discussion of the levelling of the Company’s financial assets or liabilities and events that may cause a reclassification within the fair value hierarchy.

Securities for which market quotations are readily available on an exchange are valued at the most recently available closing price of such security as of the valuation date, unless there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35 should be incorporated into the security’s fair value measurement as a characteristic of the security that would transfer to market participants who would buy the security.

The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or dealers in order to value assets.

When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the security.

or other inputs that are observable or can be corroborated by observable market data at

the measurement date for substantially the full term of the assets or liabilities.

3 —Valuations based on unobservable inputs that reflect management’s best estimate of what market participants would use

in pricing the asset or liability at the measurement date.

Consideration is given to the risk inherent in the valuation technique and

the risk inherent in the inputs to the model.

The majority of the Company’s investments are Level 3 investments and are subject

to a high degree of judgment and uncertainty in determining fair value.

the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement

is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety.

For example, a Level

3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3).

Therefore, gains and losses

for such assets and liabilities categorized within the Level 3 table set forth in “Note 4—Investments at Fair Value”

may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

review of fair value hierarchy classifications is conducted on a quarterly basis.

Changes in the observability of valuation inputs may

result in a reclassification for certain financial assets or liabilities.

Reclassifications impacting Level 3 of the fair value hierarchy

are reported as transfers in/out of the Level 3 category as of the beginning of the measurement period in which the reclassifications

Refer to “Levelling Policy” below for a detailed discussion of the levelling of the Company’s financial assets

or liabilities and events that may cause a reclassification within the fair value hierarchy.

for which market quotations are readily available on an exchange are valued at the most recently available closing price of such security

as of the valuation date, unless there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35

should be incorporated into the security’s fair value measurement as a characteristic of the security that would transfer to market

participants who would buy the security.

The Company may also obtain quotes with respect to certain of its investments from pricing services,

brokers or dealers in order to value assets.

When doing so, the Company determines whether the quote obtained is sufficient according

to GAAP to determine the fair value of the security.

If determined to be adequate, the Company uses the quote obtained.

Securities for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology, or provides a valuation or methodology that, in the judgment of management, our Board of Directors or the valuation committee of the Company’s Board of Directors (the “Valuation Committee”), does not reliably represent fair value, shall each be valued as follows:

The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals responsible for the portfolio investment;

Preliminary valuation conclusions are then documented and discussed with senior management;

An independent third-party valuation firm is engaged by the Valuation Committee to conduct independent appraisals and review management’s preliminary valuations and make its own independent assessment, for all investments for which there are no readily available market quotations;

The Valuation Committee discusses the valuations and recommends to the Company’s Board of Directors a fair value for each investment in the portfolio based on the input of management and the independent third-party valuation firm;

The Company’s Board of Directors then discusses the valuations recommended by the Valuation Committee and determines in good faith the fair value of each investment in the portfolio.

SURO CAPITAL CORP.

for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology,

or provides a valuation or methodology that, in the judgment of management, our Board of Directors or the valuation committee of the

Company’s Board of Directors (the “Valuation Committee”), does not reliably represent fair value, shall each be valued

quarterly valuation process begins with each portfolio company or investment being initially valued by the internal investment professionals

responsible for the portfolio investment;

valuation conclusions are then documented and discussed with senior management;

all investments for which there are no readily available market quotations, the Valuation Committee engages an independent third-party

valuation firm to conduct independent appraisals, review management’s preliminary valuations and make its own independent assessment;

Valuation Committee applies the appropriate valuation methodology to each portfolio asset in a consistent manner, considers the inputs

provided by management and the independent third-party valuation firm, discusses the valuations and recommends to the Company’s

Board of Directors a fair value for each investment in the portfolio;

Company’s Board of Directors then discusses the valuations recommended by the Valuation Committee and determines in good faith

the fair value of each investment in the portfolio.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

In making a good faith determination of the fair value of investments, the Company considers valuation methodologies consistent with industry practice.

TO CONSOLIDATED FINANCIAL STATEMENTS

valuing the Company’s investments in venture investment funds (“Venture Investment Funds”), the Company applies the

practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value (“NAV”)

per share (or its equivalent).

ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies,

or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily

determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment.

making a good faith determination of the fair value of investments, the Board applies valuation methodologies consistent with industry

Valuation methods utilized include, but are not limited to, the following:

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purchase or sales transactions;

as well as analysis of financial ratios and valuation metrics of the portfolio companies that issued such private equity securities to peer companies that are public, analysis of the portfolio companies’ most recent financial statements and forecasts, and the markets in which the portfolio company does business, and other relevant factors.

The Company assigns a weighting based upon the relevance of each method to determine the fair value of each investment.

For investments that are not publicly traded or that do not have readily available market quotations, the Valuation Committee generally engages an independent valuation firm to provide an independent valuation, which the Company’s Board of Directors considers, among other factors, in making its fair value determinations for these investments.

For the current and prior fiscal year, the Valuation Committee engaged an independent valuation firm to perform valuations of 100% of the Company’s investments for which there were no readily available market quotations.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period.

Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements.

Equity Investments

Equity investments for which market quotations are readily available in an active market are generally valued at the most recently available closing market prices and are classified as Level 1 assets.

Equity investments with readily available market quotations that are subject to sales restrictions due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1.

Any other equity investments with readily available market quotations that are subject to sales restrictions that would transfer to market participants who would buy the security may be valued at a discount for a lack of marketability (“DLOM”), to the most recently available closing market prices depending upon the nature of the sales restriction.

These investments are generally classified as Level 2 assets.

analysis of financial ratios and valuation metrics of portfolio

companies that issued such private equity securities to peer companies that are public;

analysis of the portfolio company’s most

recent financial statements, forecasts and the markets in which the portfolio company does business, and other relevant factors.

Company assigns a weighting based upon the relevance of each method to assist the Board in determining the fair value of each investment.

investments that are not publicly traded or that do not have readily available market quotations, the Valuation Committee generally engages

an independent valuation firm to provide an independent valuation, which the Company’s Board of Directors considers, among other

factors, in making its fair value determinations for these investments.

For the current and prior fiscal year, the Valuation Committee

engaged an independent valuation firm to perform valuations of 100% of the Company’s investments for which there were no readily

available market quotations.

to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair

value of the Company’s investments may fluctuate from period to period.

Because of the inherent uncertainty of valuation, these

estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed,

and it is reasonably possible that the difference could be material.

addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains

or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated

financial statements.

investments for which market quotations are readily available in an active market are generally valued at the most recently available

closing market prices and are classified as Level 1 assets.

Equity investments with readily available market quotations that are subject

to sales restrictions due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1.

other equity investments with readily available market quotations that are subject to sales restrictions that would transfer to market

participants who would buy the security may be valued at a discount for a lack of marketability (“DLOM”), to the most recently

available closing market prices depending upon the nature of the sales restriction.

These investments are generally classified as Level

The DLOM used is generally based upon the market value of publicly traded put options with similar terms.

The fair values of the Company’s equity investments for which market quotations are not readily available are determined based on various factors and are classified as Level 3 assets.

To determine the fair value of a portfolio company for which market quotations are not readily available, the Company may analyze the relevant portfolio company’s most recently available historical and projected financial results, public market comparables, and other factors.

The Company may also consider other events, including the transaction in which the Company acquired its securities, subsequent equity sales by the portfolio company, and mergers or acquisitions affecting the portfolio company.

In addition, the Company may consider the trends of the portfolio company’s basic financial metrics from the time of its original investment until the measurement date, with material improvement of these metrics indicating a possible increase in fair value, while material deterioration of these metrics may indicate a possible reduction in fair value.

In determining the value of equity or equity-linked securities (including warrants to purchase common or preferred stock) in a portfolio company, the Company considers the rights, preferences and limitations of such securities.

In cases where a portfolio company’s capital structure includes multiple classes of preferred and common stock and equity-linked securities with different rights and preferences, the Company may use an option pricing model to allocate value to each equity-linked security, unless it believes a liquidity event such as an acquisition or a dissolution is imminent, or the portfolio company is unlikely to continue as a going concern.

When equity-linked securities expire worthless, any cost associated with these positions is recognized as a realized loss on investments in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows.

In the event these securities are exercised into common or preferred stock, the cost associated with these securities is

SURO CAPITAL CORP.

fair values of the Company’s equity investments for which market quotations are not readily available are determined based on various

factors and are classified as Level 3 assets.

To determine the fair value of a portfolio company for which market quotations are not

readily available, the Board applies the appropriate respective valuation methodology for the asset class or portfolio holding, which

may involve analyzing the relevant portfolio company’s most recently available historical and projected financial results, public

market comparables, and other factors.

The Board may also consider other events, including the transaction in which the Company acquired

its securities, subsequent equity sales by the portfolio company, and mergers or acquisitions affecting the portfolio company.

the Board may consider the trends of the portfolio company’s basic financial metrics from the time of its original investment until

the measurement date, with material improvement of these metrics indicating a possible increase in fair value, while material deterioration

of these metrics may indicate a possible reduction in fair value.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

reassigned to the cost basis of the new common or preferred stock.

These conversions are noted as non-cash operating items on the Consolidated Statements of Cash Flows.

Debt Investments

Given the nature of the Company’s current debt investments (excluding U.S.

Treasuries), principally convertible and promissory notes issued by venture-capital-backed portfolio companies, these investments are classified as Level 3 assets because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged.

The Company’s debt investments are valued at estimated fair value as determined by the Company’s Board of Directors.

The Company’s Board of Directors will ascribe value to options based on fair value analyses that can include discounted cash flow analyses, option pricing models, comparable analyses and other techniques as deemed appropriate.

These investments are classified as Level 3 assets because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged.

TO CONSOLIDATED FINANCIAL STATEMENTS

determining the fair value of equity or equity-linked securities (including warrants to purchase common or preferred stock) in a portfolio

company, the Board considers the rights, preferences and limitations of such securities.

In cases where a portfolio company’s capital

structure includes multiple classes of preferred and common stock and equity-linked securities with different rights and preferences,

the Company may use an option pricing model to allocate value to each equity-linked security, unless it believes a liquidity event such

as an acquisition or a dissolution is imminent, or the portfolio company is unlikely to continue as a going concern.

When equity-linked

securities expire worthless, any cost associated with these positions is recognized as a realized loss on investments in the Consolidated

Statements of Operations and Consolidated Statements of Cash Flows.

In the event these securities are exercised into common or preferred

stock, the cost associated with these securities is reassigned to the cost basis of the new common or preferred stock.

These conversions

are noted as non-cash operating items on the Consolidated Statements of Cash Flows.

the nature of the Company’s current debt investments (excluding U.S.

Treasuries), principally convertible and promissory notes

issued by venture-capital-backed portfolio companies, these investments are classified as Level 3 assets because there is no known or

accessible market or market indexes for these investment securities to be traded or exchanged.

The Company’s debt investments are

valued at estimated fair value as determined in good faith by the Company’s Board of Directors.

Company’s Board of Directors determines the fair value of options based on methodologies that can include discounted cash flow

analyses, option pricing models, comparable analyses and other techniques as deemed appropriate.

These investments are classified as

Level 3 assets because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged.

The Company’s options are valued at estimated fair value as determined by the Company’s Board of Directors.

Special Purpose Acquisition Companies

The Company's Board of Directors measures its Special Purpose Acquisition Company ("SPAC") investments at fair value, which is equivalent to cost until a SPAC transaction is announced.

After a SPAC transaction is announced, the Company's Board of Directors will ascribe value to SPAC investments based on fair value analyses that can include option pricing models, probability-weighted expected return method analyses and other techniques as deemed appropriate.

Upon completion of the SPAC transaction, the Company utilizes the public share price of the entity, less a discount for lack of marketability if there are restrictions on selling.

The Company's SPAC investments are valued at estimated fair value as determined by the Company's Board of Directors.

Portfolio Company Investment Classification

The Company is a non-diversified company within the meaning of the 1940 Act.

Purpose Acquisition Companies

Company’s Board of Directors measures its Special Purpose Acquisition Company (“SPAC”) investments at fair value, which

is equivalent to cost until a SPAC transaction is announced.

After a SPAC transaction is announced, the Company’s Board of Directors

will determine the fair value of SPAC investments based on fair value analyses that can include option pricing models, probability-weighted

expected return method analyses and other techniques as deemed appropriate.

Upon completion of the SPAC transaction, the Board utilizes

the public share price of the entity, less a DLOM if there are restrictions on selling.

The Company’s SPAC investments are valued

at estimated fair value as determined in good faith by the Company’s Board of Directors.

Company Investment Classification

Company is a non-diversified company within the meaning of the 1940 Act.

The Company classifies its investments by level of control.

As defined in the 1940 Act, control investments are those where there is the power to exercise a controlling influence over the management or policies of a company.

Control is generally deemed to exist when a company or individual directly or indirectly owns beneficially more than 25% of the voting securities of an investee company.

Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to exist when a company or individual directly or indirectly owns, controls or holds the power to vote 5% or more of the outstanding voting securities of a portfolio company.

Refer to the Consolidated Schedules of Investments as of December 31, 2021 and December 31, 2020, for details regarding the nature and composition of the Company’s investment portfolio.

Levelling Policy

The portfolio companies in which the Company invests may offer their shares in IPOs.

The Company’s shares in such portfolio companies are typically subject to lock-up agreements for 180 days following the IPO.

Upon the IPO date, the Company transfers its investment from Level 3 to Level 1 due to the presence of an active market, or Level 2 if limited by the lock-up agreement.

The Company prices the investment at the closing price on a public exchange as of the measurement date.

In situations where there are lock-up restrictions, as well as legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35 should be incorporated into the security’s fair value measurement as a characteristic of the security that would transfer to market participants who would buy the security, the Company will classify the investment as Level 2 subject to an appropriate DLOM to reflect the restrictions upon sale.

The Company transfers investments between levels based on the fair value at the beginning of the measurement period in accordance with FASB ASC 820.

For investments transferred out of Level 3 due to an IPO, the Company transfers these investments based on their fair value at the IPO date.

SURO CAPITAL CORP.

As defined in the 1940 Act, control investments are those where the investor retains the power to exercise a controlling influence over

the management or policies of a company.

Control is generally deemed to exist when a company or individual directly or indirectly owns

beneficially more than 25% of the voting securities of an investee company.

Affiliated investments and affiliated companies are defined

by a lesser degree of influence and are deemed to exist when a company or individual directly or indirectly owns, controls or holds the

power to vote 5% or more of the outstanding voting securities of a portfolio company.

Refer to the Consolidated Schedules of Investments

as of December 31, 2022 and December 31, 2021, for details regarding the nature and composition of the Company’s investment portfolio.

portfolio companies in which the Company invests may offer their shares in IPOs.

The Company’s shares in such portfolio companies

are typically subject to lock-up agreements for 180 days following the IPO.

Upon the IPO date, the Company transfers its investment from

Level 3 to Level 1 due to the presence of an active market, or Level 2 if limited by the lock-up agreement.

The Company prices the investment

at the closing price on a public exchange as of the measurement date.

In situations where there are lock-up restrictions, as well as

legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35 should be incorporated into the security’s

fair value measurement as a characteristic of the security that would transfer to market participants who would buy the security, the

Company will classify the investment as Level 2 subject to an appropriate DLOM to reflect the restrictions upon sale.

The Company transfers

investments between levels based on the fair value at the beginning of the measurement period in accordance with FASB ASC 820.

For investments

transferred out of Level 3 due to an IPO, the Company transfers these investments based on their fair value at the IPO date.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Securities Transactions

Securities transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company ( i.e.

TO CONSOLIDATED FINANCIAL STATEMENTS

transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company

, trade date).

Securities transactions outside conventional channels, such as private transactions, are recorded as of the date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligation to pay for securities purchased or to deliver securities sold, respectively.

Valuation of Other Financial Instruments

The carrying amounts of the Company’s other, non-investment financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses, approximate fair value due to their short-term nature.

The Company places its cash with U.S.

Bank, N.A., Bridge Bank (a subsidiary of Western Alliance Bank), and Silicon Valley Bank, and at times, cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit.

The Company believes that U.S.

Bank, N.A., Bridge Bank (a subsidiary of Western Alliance Bank), and Silicon Valley Bank are high-quality financial institutions and that the risk of loss associated with any uninsured balance is remote.

Escrow Proceeds Receivable

A portion of the proceeds from the sale of portfolio investments are held in escrow as a recourse for indemnity claims that may arise under the sale agreement or other related transaction contingencies.

Amounts held in escrow are held at estimated realizable value and included in net realized gains (losses) on investments in the Consolidated Statements of Operations for the period in which they occurred and are adjusted as needed.

Any remaining escrow proceeds balances from these transactions reasonably expected to be received are reflected on the Consolidated Statement of Assets and Liabilities as escrow proceeds receivable.

Escrow proceeds receivable resulting from contingent consideration is to be recognized when the amount of the contingent consideration becomes realized or realizable.

As of December 31, 2021 and December 31, 2020, the Company had $2,046,645 and $852,462, respectively, in escrow proceeds receivable.

Deferred Financing Costs

The Company records origination costs related to lines of credit as deferred financing costs.

These costs are deferred and amortized as part of interest expense using the straight-line method over the respective life of the line of credit.

For modifications to a line of credit, any unamortized origination costs are expensed.

Included within deferred financing costs are offering costs incurred relating to the Company’s shelf registration statement on Form N-2.

The Company defers these offering costs until capital is raised pursuant to the shelf registration statement or until the shelf registration statement expires.

For equity capital raised, the offering costs reduce paid-in capital resulting from the offering.

For debt capital raised, the associated offering costs are amortized over the life of the debt instrument.

As of December 31, 2021 and December 31, 2020, the Company had deferred financing costs of $621,719 and $297,196, respectively, on the Consolidated Statement of Assets and Liabilities.

December 31, 2021 December 31, 2020

Securities transactions outside conventional channels, such as private transactions, are recorded as of the

date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligation

to pay for securities purchased or to deliver securities sold, respectively.

of Other Financial Instruments

carrying amounts of the Company’s other, non-investment financial instruments, consisting of cash, receivables, accounts payable,

and accrued expenses, approximate fair value due to their short-term nature.

The Company places its cash primarily with U.S.

Bank Trust Company, National

Association, and may place cash with other high-quality financial institutions.

The cash held in these accounts may exceed the Federal

Deposit Insurance Corporation insured limit.

The Company believes the risk of loss associated with any uninsured balance is remote.

Proceeds Receivable

portion of the proceeds from the sale of portfolio investments are held in escrow as a recourse for indemnity claims that may arise under

the sale agreement or other related transaction contingencies.

Amounts held in escrow are held at estimated realizable value and included

in net realized gains (losses) on investments in the Consolidated Statements of Operations for the period in which they occurred and

are adjusted as needed.

Any remaining escrow proceeds balances from these transactions reasonably expected to be received are reflected

on the Consolidated Statement of Assets and Liabilities as escrow proceeds receivable.

Escrow proceeds receivable resulting from contingent

consideration are to be recognized when the amount of the contingent consideration becomes realized or realizable.

As of December 31,

2022 and December 31, 2021, the Company had $ 628,332 and $ 2,046,645 , respectively, in escrow proceeds receivable.

Financing Costs

Company records origination costs related to lines of credit as deferred financing costs.

These costs are deferred and amortized as part

of interest expense using the straight-line method over the respective life of the line of credit.

For modifications to a line of credit,

any unamortized origination costs are expensed.

Included within deferred financing costs are offering costs incurred relating to the

Company’s shelf registration statement on Form N-2.

The Company defers these offering costs until capital is raised pursuant to

the shelf registration statement or until the shelf registration statement expires.

For equity capital raised, the offering costs reduce

paid-in capital resulting from the offering.

For debt capital raised, the associated offering costs are amortized over the life of the

debt instrument.

As of December 31, 2022 and December 31, 2021, the Company had deferred financing costs of $ 555,761 and $ 2,592,611 ,

respectively, on the Consolidated Statement of Assets and Liabilities.

OF DEFERRED FINANCING COSTS

December 31, 2022

December 31, 2021

Deferred debt issuance costs

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Deferred Financing Costs

Operating Leases & Related Deposits

The Company accounts for its operating leases as prescribed by ASC 842, Leases , which requires lessees to recognize a right of use asset on the balance sheet, representing its right to use the underlying asset for the lease term, and a corresponding lease liability for all leases with terms greater than 12 months.

The lease expense is presented as a single lease cost that is

SURO CAPITAL CORP.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

amortized on a straight-line basis over the life of the lease.

Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease cost.

On June 3, 2019, the Company entered a 5-year operating lease for primary office space for which the Company has recorded a right-of-use asset and a corresponding lease liability for the operating lease obligation.

These amounts have been discounted using the rate implicit in the lease.

Refer to “Note 7—Commitments and Contingencies— Operating Leases and Related Deposits ” for further detail.

Stock-based Compensation

Using the fair value recognition provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period.

Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options and the expected volatility of our stock price.

Differences between actual results and these estimates could have a material effect on our financial results.

TO CONSOLIDATED FINANCIAL STATEMENTS

Leases & Related Deposits

Company accounts for its operating leases as prescribed by ASC 842, Leases , which requires lessees to recognize a right-of-use

asset on the balance sheet, representing its right to use the underlying asset for the lease term, and a corresponding lease liability

for all leases with terms greater than 12 months.

The lease expense is presented as a single lease cost that is amortized on a straight-line

basis over the life of the lease.

Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease

On June 3, 2019, the Company entered a 5 -year operating lease for office space for which the Company has recorded a right-of-use

asset and a corresponding lease liability for the operating lease obligation.

These amounts have been discounted using the rate implicit

in the lease.

Refer to “Note 7—Commitments and Contingencies— Operating Leases and Related Deposits ” for

further detail.

the fair value recognition provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured

at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period.

the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options and the

expected volatility of our stock price.

Differences between actual results and these estimates could have a material effect on our financial

Forfeitures are accounted for as they occur.

Refer to “Note 11—Stock-Based Compensation” for further detail.

Revenue Recognition

The Company recognizes gains or losses on the sale of investments using the specific identification method.

The Company recognizes interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis.

The Company recognizes dividend income on the ex-dividend date.

Investment Transaction Costs and Escrow Deposits

Commissions and other costs associated with an investment transaction, including legal expenses not reimbursed by the portfolio company, are included in the cost basis of purchases and deducted from the proceeds of sales.

The Company makes certain acquisitions on secondary markets, which may involve making deposits to escrow accounts until certain conditions are met, including the underlying private company’s right of first refusal.

If the underlying private company does not exercise or assign its right of first refusal and all other conditions are met, then the funds in the escrow account are delivered to the seller and the account is closed.

Such transactions would be reflected on the Consolidated Statement of Assets and Liabilities as escrow deposits.

As of December 31, 2021 and December 31, 2020, the Company had no material escrow deposits.

Unrealized Appreciation or Depreciation of Investments

Unrealized appreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment.

Federal and State Income Taxes

The Company elected to be treated as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with its taxable year ended December 31, 2014, has qualified to be treated as a RIC for subsequent taxable years and intends to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs.

To qualify for tax treatment as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders at least the sum of 90% of our investment company taxable income (“ICTI”), including payment-in-kind interest income, as defined by the Code, and 90% of our net tax-exempt interest income (which is the excess of its gross tax-exempt interest income over certain disallowed deductions) for each taxable year (the "Annual Distribution Requirement").

Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward into the next tax year ICTI in excess of current year dividend distributions.

Any such carryforward ICTI must be distributed on or before December 31 of the subsequent tax year to which it was carried forward.

If the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year a sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Excise Tax Avoidance Requirement”), it generally will be required to pay an excise tax equal to 4% of

SURO CAPITAL CORP.

Company recognizes gains or losses on the sale of investments using the specific identification method.

The Company recognizes interest

income, adjusted for amortization of premium and accretion of discount, on an accrual basis.

The Company recognizes dividend income on

the ex-dividend date.

Transaction Costs and Escrow Deposits

and other costs associated with an investment transaction, including legal expenses not reimbursed by the portfolio company, are included

in the cost basis of purchases and deducted from the proceeds of sales.

The Company makes certain acquisitions on secondary markets,

which may involve making deposits to escrow accounts until certain conditions are met, including the underlying private company’s

right of first refusal.

If the underlying private company does not exercise or assign its right of first refusal and all other conditions

are met, then the funds in the escrow account are delivered to the seller and the account is closed.

Such transactions would be reflected

on the Consolidated Statement of Assets and Liabilities as escrow deposits.

As of December 31, 2022 and December 31, 2021, the Company

had no escrow deposits.

Appreciation or Depreciation of Investments

appreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

the amount by which the Excise Tax Avoidance Requirement exceeds the distributions for the year.

To the extent that the Company determines that its estimated current year annual taxable income will exceed estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate.

The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.

So long as the Company qualifies and maintains its tax treatment as a RIC, it generally will not be subject to U.S.

federal and state income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.

Rather, any tax liability related to income earned by the RIC will represent obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

Included in the Company’s consolidated financial statements, the Taxable Subsidiaries are taxable subsidiaries, regardless of whether the Company is a RIC.

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

Such income tax expenses and deferred taxes, if any, will be reflected in the Company’s consolidated financial statements.

If it is not treated as a RIC, the Company will be taxed as a regular corporation (a “C corporation”) under Subchapter C of the Code for such taxable year.

If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to tax on all of its taxable income (including its net capital gains) at regular corporate rates.

The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions.

Distributions, including distributions of net long-term capital gain, would generally be taxable to its stockholders as ordinary dividend income to the extent of the Company’s current and accumulated earnings and profits.

Subject to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to such dividend;

non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,” which is subject to reduced rates of U.S.

TO CONSOLIDATED FINANCIAL STATEMENTS

Federal and State Income Taxes

Company elected to be treated as a RIC under Subchapter M of the Code, beginning with its taxable year ended December 31, 2014, has qualified

to be treated as a RIC for subsequent taxable years and intends to continue to operate in a manner so as to qualify for the tax treatment

applicable to RICs.

To qualify for tax treatment as a RIC, among other things, the Company is required to meet certain source of income

and asset diversification requirements and timely distribute to its stockholders at least the sum of 90% of our investment company taxable

income (“ICTI”), including payment-in-kind interest income, as defined by the Code, and 90% of our net tax-exempt interest

income (which is the excess of its gross tax-exempt interest income over certain disallowed deductions) for each taxable year (the “Annual

Distribution Requirement”).

Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward into the

next tax year ICTI in excess of current year dividend distributions.

Any such carryforward ICTI must be distributed on or before December

31 of the subsequent tax year to which it was carried forward.

the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year

a sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period

ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Excise Tax

Avoidance Requirement”), it generally will be required to pay an excise tax equal to 4% of the amount by which the Excise Tax Avoidance

Requirement exceeds the distributions for the year.

To the extent that the Company determines that its estimated current year annual

taxable income will exceed estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes,

if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate.

The annual effective

excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.

long as the Company qualifies and maintains its tax treatment as a RIC, it generally will not be subject to U.S.

federal and state income

taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.

Rather, any tax

liability related to income earned by the RIC will represent obligations of the Company’s investors and will not be reflected in

the consolidated financial statements of the Company.

Included in the Company’s consolidated financial statements, the Taxable

Subsidiaries are taxable subsidiaries, regardless of whether the Company is a RIC.

These Taxable Subsidiaries are not consolidated for

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

Such income tax expenses

and deferred taxes, if any, will be reflected in the Company’s consolidated financial statements.

it is not treated as a RIC, the Company will be taxed as a regular corporation (a “C corporation”) under Subchapter C of

the Code for such taxable year.

If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment

as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to tax on all of its taxable income (including

its net capital gains) at regular corporate rates.

The Company would not be able to deduct distributions to stockholders, nor would it

be required to make distributions.

Distributions, including distributions of net long-term capital gain, would generally be taxable to

its stockholders as ordinary dividend income to the extent of the Company’s current and accumulated earnings and profits.

to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to

such dividend;

non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,”

which is subject to reduced rates of U.S.

federal income tax.

Distributions in excess of the Company’s current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any remaining distributions would be treated as a capital gain.

In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first year that it intends to requalify for tax treatment as a RIC.

If the Company fails to requalify for tax treatment as a RIC for a period greater than two taxable years, it may be subject to regular corporate tax on any net built-in gains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next five years.

Distributions in excess of the Company’s current and accumulated

earnings and profits would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any

remaining distributions would be treated as a capital gain.

In order to requalify as a RIC, in addition to the other requirements discussed

above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed

to qualify as a RIC by the end of the first year that it intends to requalify for tax treatment as a RIC.

If the Company fails to requalify

for tax treatment as a RIC for a period greater than two taxable years, it may be subject to regular corporate tax on any net built-in

gains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses

that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification

or when recognized over the next five years.

The Company was taxed as a C Corporation for its 2012 and 2013 taxable years.

Refer to “Note 9—Income Taxes” for further details.

The Company elected to be treated as a RIC for the taxable year ended December 31, 2014 in connection with the filing of its 2014 tax return.

Refer to “Note

9—Income Taxes” for further details.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

Company elected to be treated as a RIC for the taxable year ended December 31, 2014 in connection with the filing of its 2014 tax return.

As a result, the Company was required to pay a corporate-level U.S.

federal income tax on the amount of the net built-in gains in its assets (the amount by which the net fair market value of the Company’s assets exceeds the net adjusted basis in its assets) either (1) as of the date it converted to a RIC (i.e., the beginning of the first taxable year that the Company qualifies as a RIC, which would be January 1, 2014), or (2) to the extent that the Company recognized such net built-in gains during the five-year recognition period beginning on the date of conversion.

As of January 1, 2014, the Company had net unrealized built-in gains, but did not incur a built-in-gains tax for the 2014 tax year due to the fact that there were sufficient net capital loss carryforwards to completely offset recognized built-in gains as well as available net operating losses.

federal income tax on the amount of the net built-in gains in its

assets (the amount by which the net fair market value of the Company’s assets exceeds the net adjusted basis in its assets) either

(1) as of the date it converted to a RIC (i.e., the beginning of the first taxable year that the Company qualifies as a RIC, which would

be January 1, 2014), or (2) to the extent that the Company recognized such net built-in gains during the five-year recognition period

beginning on the date of conversion.

As of January 1, 2014, the Company had net unrealized built-in gains, but did not incur a built-in-gains

tax for the 2014 tax year due to the fact that there were sufficient net capital loss carryforwards to completely offset recognized built-in

gains as well as available net operating losses.

The five-year recognition period ended on December 31, 2018.

Per Share Information

Net change in net assets resulting from operations per basic common share is computed using the weighted-average number of shares outstanding for the period presented.

Diluted net change in net assets resulting from operations per common share is computed by dividing net increase/(decrease) in net assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially dilutive securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period.

The Company used the if-converted method in accordance with FASB ASC 260 , Earnings Per Share (“ASC 260”) to determine the number of potentially dilutive shares

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Refer to “Note 6—Net Increase in Net Assets Resulting from Operations per Common Share—Basic and Diluted” for further detail.

Recently Issued or Adopted Accounting Standards

In April 2020, as part of the Securities Offering Reform for Closed-End Investment Companies final rule, the SEC adopted certain structured data reporting requirements for BDCs to submit financial statement information using Inline eXtensible Business Reporting Language (XBRL) format to the extent required of operating companies.

BDCs that are eligible to file a short-form registration statement will be subject to the above structuring requirements with respect to Forms filed on or after August 1, 2022.

Other BDCs will be subject in to the requirements with respect to Forms filed on or after February 1, 2023.

The Company is currently assessing the impact of this standard on our financial condition and results of operations.

In May 2020, the SEC adopted rule amendments that impacted the requirement of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies or acquired funds (the “Final Rules”).

The Final Rules adopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act.

Rules 3-09 and 4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s periodic reports for any portfolio company that meets the definition of “significant subsidiary.” The Final Rules amended the definition of “significant subsidiary” in a manner that was intended to more accurately capture those portfolio companies that were more likely to materially impact the financial condition of an investment company.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which made various technical changes and corrections intended to provide clarifications to existing guidance, as well as simplifications to wording or structure of existing guidance.

The Company adopted the modified disclosure requirements during the period ended March 31, 2021.

In December 2020, the SEC adopted rule 2a-5, which established requirements for satisfying a fund board's obligation to determine fair value in good faith for purposes of the Investment Company Act of 1940.

The rule permits boards to assign the determination to a “valuation designee,” who may be the fund’s investment adviser or, if the fund is internally managed, an officer of the fund.

The rule also defines a market quotation as “readily available” only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the fund can access at the measurement date.

In connection with the adoption of new rule 2a-5, the Commission also adopted new rule 31a-4, which requires funds to maintain documentation to support fair value determinations and documentation related to the designation of the valuation designee.

The Company is evaluating the impact of adopting these new rules and intends to comply with their requirements on or before the compliance date in September 2022.

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date.

The Company believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 3—RELATED-PARTY ARRANGEMENTS

Internalization of Company’s Operating Structure

On and effective March 12, 2019 (the "Effective Date"), our Board of Directors approved internalizing our operating structure 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.

Prior to the Effective Date, we were externally managed by our former investment adviser, GSV Asset Management, pursuant to the Investment Advisory Agreement, and our former administrator, GSV Capital Service Company, provided the administrative services necessary for our operations pursuant to the Administration Agreement.

Termination of Investment Advisory Agreement

On and effective March 12, 2019, the Investment Advisory Agreement was terminated by mutual agreement of GSV Asset Management and us in connection with our Internalization.

Prior to our Internalization, GSV Asset Management served as our external investment adviser pursuant to the Investment Advisory Agreement.

Pursuant to the terms of the Investment Advisory Agreement, we paid GSV Asset Management a fee for its services consisting of two components - a base management fee and an incentive fee.

The base management fee was calculated at an annual rate of 2.00% of our gross assets (our total assets as reflected on our balance sheet with no deduction for liabilities).

The incentive fee was determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equaled the lesser of (i) 20% of our realized capital gains during such calendar year, if any, calculated on an investment-by-investment basis, subject to a non-compounded preferred return, or “hurdle” of 8.00% per year, and a “catch-up” feature, and (ii) 20% of our realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees.

See “—Investment Advisory Agreement” below.

As the Investment Advisory Agreement has been terminated, there will be no base management fees or incentives fees payable to GSV Asset Management going forward.

Termination of Administration Agreement

On and effective March 12, 2019, the Administration Agreement was terminated by mutual agreement of GSV Capital Service Company and us in connection with our Internalization.

Prior to our Internalization, GSV Capital Service Company served as our external administrator and provided administrative services necessary for our operations, including but not limited to, furnishing us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities, as well as providing us with certain other administrative services, including, but not limited to, assisting us with determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders.

Under the Administration Agreement, we did not pay any fees to GSV Capital Service Company but reimbursed GSV Capital Service Company for our allocable portion of overhead and other expenses incurred by GSV Capital Service Company in performing its services under the Administration Agreement, including, but not limited to, fees and expenses associated with performing compliance functions and our allocable portion of rent and compensation of our President, Chief Financial Officer, Chief Compliance Officer and other staff providing administrative services.

See “—Administration Agreement” below.

As the Administration Agreement has been terminated, there will be no costs incurred by GSV Capital Service Company going forward.

SURO CAPITAL CORP.

Share Information

change in net assets resulting from operations per basic common share is computed using the weighted-average number of shares outstanding

for the period presented.

Diluted net change in net assets resulting from operations per common share is computed by dividing net increase/(decrease)

in net assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially dilutive

securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period.

The Company used the if-converted method in accordance with FASB ASC 260 , Earnings Per Share (“ASC 260”) to determine

the number of potentially dilutive shares outstanding.

Refer to “Note 6—Net Increase in Net Assets Resulting from Operations

per Common Share—Basic and Diluted” for further detail.

Issued or Adopted Accounting Standards

March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address

issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326):

of Credit Losses on Financial Instruments”.

The amendment, among other things, eliminates the accounting guidance for troubled

debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing

disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.

The new guidance is effective for interim and annual periods beginning after December 15, 2022.

The Company does not anticipate the new

standard will have a material impact to the consolidated financial statements and related disclosures.

June 2022, the FASB issued ASU No.

2022-03 “Fair Value Measurements (Topic 820):

Fair Value Measurement of Equity Securities Subject

to Contractual Sale Restrictions.” This change prohibits entities from taking into account contractual restrictions on the sale

of equity securities when estimating fair value and introduces required disclosures for such transactions.

The standard is effective

for annual periods beginning after December 15, 2023, and should be applied prospectively.

Early adoption is permitted.

of ASU 2022-03 is not expected to have a material impact on the Company’s future financial statements.

April 2020, as part of the Securities Offering Reform for Closed-End Investment Companies final rule, the Securities and Exchange Commission

(“SEC”) adopted certain structured data reporting requirements for BDCs to submit financial statement information using Inline

eXtensible Business Reporting Language (XBRL) format to the extent required of operating companies.

BDCs that are eligible to file a

short-form registration statement will be subject to the above structuring requirements with respect to Forms filed on or after August

The Company adopted the XBRL format beginning August 1, 2022.

October 2020, the FASB issued ASU 2020-10, Codification Improvements, which made various technical changes and corrections intended to

provide clarifications to existing guidance, as well as simplifications to wording or structure of existing guidance.

The Company adopted

the modified disclosure requirements during the period ended March 31, 2021.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Consulting Agreement

On and effective March 12, 2019, we entered into a Consulting Agreement (the “Consulting Agreement”) with Michael T.

Moe, the former Chairman of our Board of Directors and the Chief Executive Officer and Chief Investment Officer of GSV Asset Management, for the purpose of assisting us with certain transition services following the termination of the Investment Advisory Agreement and our Internalization.

Pursuant to the Consulting Agreement, Mr.

TO CONSOLIDATED FINANCIAL STATEMENTS

December 2020, the SEC adopted Rule 2a-5, which established requirements for satisfying a fund board’s obligation to determine

fair value in good faith for purposes of the 1940 Act.

The rule permits boards to assign the determination of fair value to a “valuation

designee,” who may be the fund’s investment adviser or, if the fund is internally managed, an officer of the fund.

also defines a market quotation as “readily available” only when that quotation is a quoted price (unadjusted) in active

markets for identical investments that the fund can access at the measurement date.

In connection with the adoption of new Rule 2a-5,

the SEC also adopted new Rule 31a-4, which requires funds to maintain documentation to support fair value determinations and documentation

related to the designation of the valuation designee.

The Company adopted amended valuation policies and procedures to comply with new

Rule 2a-5 and Rule 31a-4 in advance of the compliance date of September 8, 2022.

The Company did not designate a valuation designee,

and the Board retains the sole responsibility to determine fair value in good faith under the 1940 Act.

December 2021, the SEC published Staff Accounting Bulletin No.

120 (“SAB 120”) to provide accounting and disclosure guidance

for stock compensation awards made to executives and conforming amendments to the Staff Accounting Bulletin Series to align with the

current authoritative accounting guidance in ASC 718, Compensation – Stock Compensation .

In part, SAB 120 requires that

an entity disclose how it determines the current price of underlying shares for grant-date fair value, the policy for when an adjustment

to the share price is required, how it determines the amount of an adjustment to the share price and any significant assumptions used

in determining an adjustment to the share price.

SAB 120 is effective for all stock compensation awards issued after December 1, 2021.

The Company is in compliance with the guidance pursuant to SAB 120 for any share-based compensation disclosures.

See “Note 11 –

Stock-Based Compensation” for further discussion of the Company’s policies and procedures regarding share-based compensation.

The Company does not expect the impact of SAB 120 to be material to the consolidated financial statements and the notes thereto.

time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company

as of the specified effective date.

The Company believes that the impact of recently issued standards and any that are not yet effective

will not have a material impact on its consolidated financial statements upon adoption.

3— RELATED-PARTY ARRANGEMENTS

On and effective March 12, 2019, we entered into a Consulting Agreement

(the “Consulting Agreement”) with Michael T.

Moe, the former Chairman of our Board of Directors and the Chief Executive Officer

and Chief Investment Officer of GSV Asset Management, our former investment adviser, for the purpose of assisting us with certain transition

services following the termination of the Company’s Investment Advisory Agreement and our internalization.

Pursuant to the Consulting

Agreement, Mr.

Moe provided certain transition services to us related to our existing portfolio investments for which Mr.

Moe previously had oversight in his role as the Chief Executive Officer and Chief Investment Officer of GSV Asset Management.

Such transition services included providing information to us regarding such portfolio companies, including as a member of a portfolio company’s board of directors, assisting with the transition of portfolio company board seats as requested by us, making appropriate introductions to representatives of portfolio companies, and providing other similar types of services that we may reasonably request.

The term of the Consulting Agreement commenced on March 12, 2019 and continued for eighteen months in accordance with its terms.

Pursuant to the Consulting Agreement, we paid Mr.

Moe previously

had oversight in his role as the Chief Executive Officer and Chief Investment Officer of GSV Asset Management.

Such transition services

included providing information to us regarding such portfolio companies, including as a member of a portfolio company’s board of

directors, assisting with the transition of portfolio company board seats as requested by us, making appropriate introductions to representatives

of portfolio companies, and providing other similar types of services that we may reasonably request.

term of the Consulting Agreement commenced on March 12, 2019 and continued for eighteen months in accordance with its terms.

to the Consulting Agreement, we paid Mr.

Moe a total amount equal to $ 1,250,000 .

On September 12, 2020, the Consulting Agreement expired in accordance with its terms and was not renewed or extended.

For the years ended December 31, 2021, 2020, and 2019, the Company incurred $0, $582,438 and $667,563, respectively, of consulting expense, as included in "professional fees" on the Consolidated Statements of Operations, related to the Consulting Agreement.

Amended and Restated Trademark License Agreement

On and effective March 12, 2019, we entered into an Amended and Restated Trademark License Agreement (the “Amended and Restated License Agreement”) with GSV Asset Management in connection with termination of the Investment Advisory Agreement.

See “—Termination of Investment Advisory Agreement.”

GSV Asset Management is the owner of the trade name “GSV”, and other state or unregistered “GSV” marks, including the trading symbol “GSVC” (collectively, the “Licensed Marks”).

Pursuant to the Amended and Restated License Agreement, GSV Asset Management granted us a non-transferable, non-sublicensable, and non-exclusive right and license to use the Licensed Marks, solely in connection with the operation of our existing business.

The term of the Amended and Restated License Agreement commenced on March 12, 2019 and continued for eighteen months in accordance with its terms.

Pursuant to the Amended and Restated License Agreement, we paid GSV Asset Management a total amount equal to $1,250,000.

On September 12, 2020, the Amended and Restated License Agreement expired in accordance with its terms and was not renewed or extended.

For the years ended December 31, 2021, 2020, and 2019, the Company incurred $0, $582,438 and $667,563, respectively, of licensing expense, as included in "other expenses" on the Consolidated Statements of Operations, related to the Amended and Restated License Agreement.

Investment Advisory Agreement

On March 12, 2019, in connection with the Company's Internalization, the Investment Advisory Agreement was terminated in accordance with its terms.

Prior to our Internalization on March 12, 2019, the Company had entered into the Investment Advisory Agreement with GSV Asset Management.

Under the terms of the Investment Advisory Agreement, GSV Asset Management was paid a quarterly management fee and an annual incentive fee.

GSV Asset Management is controlled by Michael T.

Moe, the former Chairman of the Company’s Board of Directors.

Moe, through his ownership interest in GSV Asset Management, was entitled to a portion of any profits earned by GSV Asset Management in performing its services under the Investment Advisory Agreement.

Moe serves as the principal of GSV Asset Management and manages the business and internal affairs of GSV Asset Management.

Mark Klein, the Company’s Chief Executive Officer, President, and a member of the Company’s Board of Directors, or entities with which he is affiliated, received consulting fees from GSV Asset Management equal to a percentage of

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

each of the base management fee and the incentive fee paid by the Company to GSV Asset Management pursuant to a consulting agreement with GSV Asset Management.

As the Investment Advisory Agreement has been terminated, Mr.

Klein no longer has a consulting agreement or any other affiliation with GSV Asset Management.

Under the Investment Advisory Agreement, there were no restrictions on the right of any manager, partner, officer or employee of GSV Asset Management to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies).

GSV Asset Management had, however, adopted an internal policy whereby any fees or compensation received by a manager, partner, officer or employee of GSV Asset Management in exchange for serving as a director of, or providing consulting services to, any of the Company’s portfolio companies would be transferred to the Company, net of any personal taxes incurred, upon such receipt for the benefit of the Company and its stockholders.

Management Fees

Under the terms of the Investment Advisory Agreement, GSV Asset Management was paid a base management fee of 2.00% of gross assets, which is the Company’s total assets reflected on its Consolidated Statement of Assets and Liabilities (with no deduction for liabilities) reduced by any non-portfolio investments.

During the month of January 2018, pursuant to a voluntary waiver by GSV Asset Management, the Company paid GSV Asset Management a base management fee of 1.75%, a 0.25% reduction from the 2.00% base management fee payable under the Investment Advisory Agreement.

On February 2, 2018 GSV Asset Management voluntarily agreed to reduce fees payable under the Investment Advisory Agreement (the “Waiver Agreement”).

Pursuant to the Waiver Agreement, effective February 1, 2018, the base management fee is reduced to 1.75% of the Company’s gross assets, as further described below.

The waiver of a portion of the base management fee is not subject to recourse against or reimbursement by the Company.

For the years ended December 31, 2021 and 2020, the Company did not accrue or waive any management fees due to the termination of the Investment Advisory Agreement, effective March 12, 2019.

GSV Asset Management earned $848,723 in management fees for the year ended December 31, 2019, and waived $0 in management fees for the year ended December 31, 2019.

As the Investment Advisory Agreement has been terminated, there will be no base management fee payable to GSV Asset Management going forward.

Incentive Fees

Under the terms of the Investment Advisory Agreement, GSV Asset Management was paid an annual incentive fee equal to the lesser of (i) 20% of the Company’s realized capital gains during each calendar year, if any, calculated on an investment-by-investment basis, subject to a non-compounded preferred return, or “hurdle,” and a “catch-up” feature, and (ii) 20% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees.

Effective February 1, 2018, the incentive fee paid by the Company to GSV Asset Management under the Investment Advisory Agreement was modified pursuant to the terms of the Waiver Agreement, as further described below.

The Company was required to accrue incentive fees for all periods as if the Company had fully liquidated its entire investment portfolio at the fair value stated on the Consolidated Statements of Assets and Liabilities as of December 31, 2018 or prior to the termination of the Investment Advisory Agreement.

The accrual considered both the hypothetical liquidation of the Company’s portfolio described previously, as well as the Company’s actual cumulative realized gains and losses since inception, as well any previously paid incentive fees.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

For the years ended December 31, 2021 and 2020, the Company did not accrue any incentive fees due to the termination of the Investment Advisory Agreement, effective March 12, 2019.

For the year ended December 31, 2019, the Company reversed previously accrued incentive fees of $4,660,472, due to the termination of the Investment Advisory Agreement.

As the Investment Advisory Agreement has been terminated, there will be no incentive fee payable to GSV Asset Management going forward.

Management and Incentive Fee Waiver Agreement

On February 2, 2018, GSV Asset Management voluntarily agreed to reduce the fees payable under the Investment Advisory Agreement pursuant to the Waiver Agreement.

The Waiver Agreement was effective beginning February 1, 2018 and changed the fee structure set forth in the Investment Advisory Agreement by:

(i) reducing the Company’s base management fee from 2.00% to 1.75%;

and (ii) creating certain high-water marks that must be reached before any incentive fee is paid to GSV Asset Management.

Pursuant to the Waiver Agreement, in addition to the “hurdle” feature in the incentive fee, GSV Asset Management had agreed to additional conditions on its ability to receive an incentive fee.

Specifically, the Waiver Agreement provided that an incentive fee earned by GSV Asset Management under the Investment Advisory Agreement would be payable to GSV Asset Management only if, at the time that such incentive fee becomes payable under the Investment Advisory Agreement, both the Company’s stock price and its last reported net asset value per share were equal to, or greater than, $12.55 (the “High-Water Mark”).

The High-Water Mark was based upon the volume weighted average price (VWAP) of all the Company’s equity offerings since its initial public offering, less the dollar amount of all dividends paid by the Company since inception.

Upon such time that the High-Water Mark was achieved, and GSV Asset Management was paid an incentive fee, a new High-Water Mark would have been established.

Each new High-Water Mark would have been equal to the most recent High-Water Mark, plus 10%.

Any High-Water Mark then in effect would have been adjusted to reflect any dividends paid by the Company or any stock split effected by the Company.

For the avoidance of doubt, after the effective date of the Waiver Agreement, under no circumstances would the aggregate fees earned by GSV Asset Management in any quarterly period have been higher than those aggregate fees that would have been earned prior to the effectiveness of the Waiver Agreement.

As of each of December 31, 2021, 2020, and 2019, there were no receivables owed to the Company by GSV Asset Management.

As the Investment Advisory Agreement has been terminated, there will be no receivables owed to the Company by GSV Asset Management going forward.

Administration Agreement

On March 12, 2019, in connection with the Company's Internalization, the Administration Agreement was terminated in accordance with its terms.

Prior to the Internalization, the Company had entered into the Administration Agreement with GSV Capital Service Company to provide administrative services, including furnishing the Company with office facilities, equipment, clerical, bookkeeping, record keeping services, and other administrative services.

The Company reimbursed GSV Capital Service Company an allocable portion of overhead and other expenses in performing its obligations under the Administration Agreement, including a portion of the rent and the compensation of the Company’s President, Chief Financial Officer, Chief Compliance Officer and other staff providing administrative services.

While there was no limit on the total amount of expenses the Company may have been required to reimburse to GSV Capital Service Company, GSV Capital Service Company would only charge the Company for the actual expenses GSV Capital Service Company incurred on the Company’s behalf, or the Company’s allocable portion thereof, without any profit to GSV Capital Service Company.

For the years ended December 31, 2021 and 2020, the Company did not incur any costs under the Administration Agreement due to the termination of the Investment Advisory Agreement, effective March 12, 2019.

For the year ended

SURO CAPITAL CORP.

On September 12, 2020, the Consulting Agreement expired

in accordance with its terms and was not renewed or extended.

the years ended December 31, 2022, 2021, and 2020, the Company incurred $ 0 ,

and $ 582,438 ,

respectively, of consulting expense, as included in “professional fees” on the Consolidated Statements of Operations,

related to the Consulting Agreement.

and Restated Trademark License Agreement

On and effective March 12, 2019, we entered into an Amended and Restated

Trademark License Agreement (the “Amended and Restated License Agreement”) with GSV Asset Management in connection with the

termination of the Investment Advisory Agreement and the Company’s internalization.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

December 31, 2019, the Company incurred $306,084 in such costs incurred under the Administration Agreement.

As the Administration Agreement has been terminated, there will be no costs incurred by GSV Capital Service Company on behalf of the Company going forward.

License Agreement

On March 12, 2019, in connection with the Company's Internalization, as of the Effective Date, the Company entered into the Amended and Restated Trademark License Agreement to use the trade name “GSV”, and other state or unregistered “GSV” marks, including the trading symbol “GSVC.” for a period of up to eighteen months and a predetermined fee of $1,250,000.

Other than with respect to this limited license, the Company has no legal right to the “GSV” name.

On September 12, 2020, the Amended and Restated License Agreement expired in accordance with its terms and was not renewed or extended.

Prior to the Internalization on March 12, 2019, the Company entered into a license agreement with GSV Asset Management pursuant to which GSV Asset Management had agreed to grant the Company a non-exclusive, royalty-free license to use the name “GSV.” Under this agreement, the Company had the right to use the GSV name for so long as the Investment Advisory Agreement with GSV Asset Management is in effect.

Other Arrangements

The Company’s executive officers and directors serve or may serve as officers, directors, or managers of entities that operate in a line of business similar to the Company’s, including new entities that may be formed in the future.

Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of the Company or the Company’s stockholders.

The 1940 Act prohibits the Company from participating in certain negotiated co-investments with certain affiliates unless it receives an order from the SEC permitting it to do so.

As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactions with certain of its affiliates without the prior approval of the Board of Directors, including its independent directors, and, in some cases, the SEC.

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

In the ordinary course of business, the Company may enter into transactions with portfolio companies that may be considered related-party transactions.

To ensure that the Company does not engage in any prohibited transactions with any persons affiliated with the Company, the Company has implemented certain written policies and procedures whereby the Company’s executive officers screen each of the Company’s transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlled by the Company, and the Company’s executive officers and directors.

The Company’s investment in Churchill Sponsor VI LLC, the sponsor of Churchill Capital Corp VI, a special purpose acquisition company, constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark D.

Klein, our Chairman, Chief Executive Officer and President, has a non-controlling interest in the entity that controls Churchill Sponsor VI LLC, and is a non-controlling member of the board of directors of Churchill Capital Corp VI.

The Company’s investment in Churchill Sponsor VII LLC, the sponsor of Churchill Capital Corp VII, a special purpose acquisition company, also constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mr.

Klein has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling member of the board of directors of Churchill Capital Corp VII.

TO CONSOLIDATED FINANCIAL STATEMENTS

Asset Management is the owner of the trade name “GSV”, and other state or unregistered “GSV” marks, including

the trading symbol “GSVC” (collectively, the “Licensed Marks”).

Pursuant to the Amended and Restated License

Agreement, GSV Asset Management granted us a non-transferable, non-sublicensable, and non-exclusive right and license to use the Licensed

Marks, solely in connection with the operation of our existing business.

term of the Amended and Restated License Agreement commenced on March 12, 2019 and continued for eighteen months in accordance with its

Pursuant to the Amended and Restated License Agreement, we paid GSV Asset Management a total amount equal to $ 1,250,000 .

12, 2020, the Amended and Restated License Agreement expired in accordance with its terms and was not renewed or extended.

the years ended December 31, 2022, 2021 and 2020, the Company incurred $ 0 , $ 0 , and $ 582,438 , respectively, of licensing expense, as included

in “other expenses” on the Consolidated Statements of Operations, related to the Amended and Restated License Agreement.

Company’s executive officers and directors serve or may serve as officers, directors, or managers of entities that operate in a

line of business similar to the Company’s, including new entities that may be formed in the future.

Accordingly, they may have

obligations to investors in those entities, the fulfillment of which might not be in the best interests of the Company or the Company’s

stockholders.

1940 Act prohibits the Company from participating in certain negotiated co-investments with certain affiliates unless it receives an

order from the SEC permitting it to do so.

As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactions

with certain of its affiliates without the prior approval of the Board of Directors, including its independent directors, and, in some

cases, the SEC.

The affiliates with which the Company may be prohibited from transacting include its officers, directors, and employees

and any person controlling or under common control with the Company, subject to certain exceptions.

the ordinary course of business, the Company may enter into transactions with portfolio companies that may be considered related-party

transactions.

To ensure that the Company does not engage in any prohibited transactions with any persons affiliated with the Company,

the Company has implemented certain written policies and procedures whereby the Company’s executive officers screen each of the

Company’s transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlled

by the Company, and the Company’s executive officers and directors.

Company’s investment in Churchill Sponsor VI LLC, the sponsor of Churchill Capital Corp.

VI, a special purpose acquisition company,

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 the entity that controls Churchill Sponsor VI LLC, and is a

non-controlling member of the board of directors of Churchill Capital Corp VI.

The Company’s investment in Churchill Sponsor VII

LLC, the sponsor of Churchill Capital Corp.

VII, a special purpose acquisition company, also constituted a “remote-affiliate”

transaction for purposes of the 1940 Act in light of the fact that Mr.

Klein has a non-controlling interest in the entity that controls

Churchill Sponsor VII LLC, and is a non-controlling member of the board of directors of Churchill Capital Corp.

In addition, Mr.

Klein’s brother, Michael Klein, is a control person of such Churchill entities.

As of December 31, 2021, the fair values of the Company’s investments in Churchill Sponsor VI LLC and Churchill Sponsor VII LLC were $200,000 and $300,000, respectively.

The Company's investment in Skillsoft Corp.

(f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mr.

Klein has a non-controlling interest in the entity that controls Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp II, a special purpose acquisition company, and is a non-controlling member of the board of directors of Churchill Capital Corp II, through which the Company executed a

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

private investment in public equity transaction in order to acquire common shares of Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II.

As of December 31, 2022, the fair values of the

Company’s investments in Churchill Sponsor VI LLC and Churchill Sponsor VII LLC were $ 200,000 and $ 300,000 , respectively.

Company’s investment in Skillsoft Corp.

(f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a “remote-affiliate”

transaction for purposes of the 1940 Act in light of the fact that Mr.

Klein has a non-controlling interest in the entity that controls

Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp.

II, a special purpose acquisition company, and is a non-controlling member

of the board of directors of Churchill Capital Corp.

II, through which the Company executed a private investment in public equity transaction

in order to acquire common shares of Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II.

In addition, Mr.

Klein's brother, Michael Klein, is a control person of such Churchill entities.

As of December 31, 2021, the fair value of the Company’s investment in Skillsoft Corp.

brother, Michael Klein, is a control person of such Churchill entities.

As of December 31, 2022, the fair value of the Company’s

investment in Skillsoft Corp.

was $ 1,276,396 .

Keri Findley, a senior managing director of the Company, is a non-controlling member of the board of directors of Shogun Enterprises, Inc., one of the Company’s portfolio companies, and holds a minority equity interest in such portfolio company.

Findley also is a non-controlling member of the board of directors of the investment manager to Architect Capital PayJoy SPV, LLC, one of the Company’s portfolio companies, and holds a minority equity interest in such investment manager.

As of December 31, 2021, the fair values of the Company’s investments in Shogun Enterprises, Inc.

and Architect Capital PayJoy SPV, LLC were $7,031,445 and $10,000,000, respectively.

In addition, Keri Findley and Claire Councill, an investment professional of the Company, 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.

The Company's investment in AltC Sponsor LLC, the sponsor of AltC Acquisition Corp, a special purpose acquisition company, 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.

As of December 31, 2021, the fair values of the Company’s investments in Colombier Sponsor LLC and AltC Sponsor LLC were $2,711,841 and $250,000, respectively.

SURO CAPITAL CORP.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 4—INVESTMENTS AT FAIR VALUE

Investment Portfolio Composition

The Company’s investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and options to purchase common and preferred stock) and to a lesser extent, debt securities, issued by private and publicly traded companies.

TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s initial investment in Shogun Enterprises, Inc.

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, was at the time of investment, a non-controlling

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

The Company’s

investment in Architect Capital PayJoy SPV, LLC also constituted a “remote-affiliate” transaction for purposes of the 1940

Act in light of the fact that Ms.

Findley, at the time of investment, was a non-controlling member of the board of directors of the investment

manager to Architect Capital PayJoy SPV, LLC, and held a minority equity interest in such investment manager.

As of December 31, 2022,

the fair values of the Company’s remote-affiliate investments in Shogun Enterprises, Inc.

(d/b/a Hearth) and Architect Capital PayJoy

SPV, LLC were $ 3,306,047

and $ 10,000,000 ,

respectively.

In addition, Ms.

Findley 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.

Company’s investment in AltC Sponsor LLC, the sponsor of AltC Acquisition Corp, a special purpose acquisition company, constituted

a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mr.

Klein 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, 2022,

the fair values of the Company’s aggregate investments in each of Colombier Sponsor LLC and AltC Sponsor LLC were $ 2,711,842 and $ 250,000 , respectively.

4— INVESTMENTS AT FAIR VALUE

Portfolio Composition

Company’s investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and

options to purchase common and preferred stock) and to a lesser extent, debt securities, issued by private and publicly traded companies.

The Company may also, from time to time, invest in U.S.

3 unchanged sentences

As of December 31, 2022, the Company had 64 positions in 39 portfolio companies.

As of December 31, 2020, the Company had 57 positions in 27 portfolio companies.

The following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of December 31, 2021 and December 31, 2020:

December 31, 2021 December 31, 2020

Cost Fair Value Percentage of

Net Assets Cost Fair Value Percentage of

As of December 31, 2021, the Company

had 64 positions in 38 portfolio companies.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of

December 31, 2022 and December 31, 2021:

OF COMPOSITION OF INVESTMENT PORTFOLIO

December 31, 2022

December 31, 2021

Percentage of

Private Portfolio Companies

Preferred Stock

Common Stock 51,581,524 42,860,156 11.7 % 46,802,917 34,190,839 11.3 %

$ 118,472,118

$ 117,214,465

$ 163,801,798

Debt Investments

Options 10,982,983 4,959,112 1.4 % 8,764,885 5,872,210 1.9 %

Total Private Portfolio Companies

Publicly Traded Portfolio Companies

Common Stock 39,119,450 44,573,225 12.2 % 12,875,126 94,635,398 31.4 %

Options — 930,524 0.3 % — — — %

Total Publicly Traded Portfolio Companies

3 unchanged sentences

Total Investments

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

The geographic and industrial compositions of the Company’s portfolio at fair value as of December 31, 2021 and December 31, 2020 were as follows:

As of December 31, 2021 As of December 31, 2020

Fair Value Percentage of

Portfolio Percentage of

Net Assets Fair Value Percentage of

Portfolio Percentage of

$ 301,128,106

$ 242,245,395

$ 207,455,377

$ 260,136,253

geographic and industrial compositions of the Company’s portfolio at fair value as of December 31, 2022 and December 31, 2021 were

As of December 31, 2022

As of December 31, 2021

Percentage of

Geographic Region

West $ 188,304,542 72.4 % 51.6 % $ 248,633,803 88.5 % 82.4 %

Northeast 47,666,629 18.3 % 13.1 % 24,324,345 8.7 % 8.1 %

Mid-west 12,722,423 4.9 % 3.5 % 7,821,626 2.8 % 2.6 %

$ 188,304,542

International

Total $ 260,136,253 100.0 % 71.3 % $ 280,779,774 100.0 % 93.1 %

As of December 31, 2021 As of December 31, 2020

Fair Value Percentage of

Portfolio Percentage of

Net Assets Fair Value Percentage of

Portfolio Percentage of

$ 157,188,578

$ 260,136,253

As of December 31, 2022

As of December 31, 2021

Percentage of

Education Technology

$ 109,048,688

Financial Technology

Marketplaces 49,346,174 19.0 % 13.5 % 34,841,714 12.4 % 11.6 %

Social/Mobile 16,439,523 6.3 % 4.5 % 22,930,589 8.2 % 7.6 %

Big Data/Cloud

Social/Mobile

Sustainability

Total $ 260,136,253 100.0 % 71.3 % $ 280,779,774 100.0 % 93.1 %

SURO CAPITAL CORP.

$ 157,188,578

$ 260,136,253

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

The table below details the composition of the Company’s industrial themes presented in the preceding tables:

Industry Theme Industry

Education Technology Business Education

Computer Software

Corporate Education

Education Software

Interactive Learning

Online Education

Big Data/Cloud Data Analysis

Gaming Licensing

Retail Technology

Marketplaces Global Innovation Platform

Knowledge Networks

TO CONSOLIDATED FINANCIAL STATEMENTS

table below details the composition of the Company’s industrial themes presented in the preceding tables:

Innovation Platform

Micromobility

On-Demand Commerce

Peer-to-Peer Pet Services

Pharmaceutical Technology

Real Estate Platform

Subscription Fashion Rental

Financial Technology Cannabis REIT

Financial Services

Home Improvement Finance

Mobile Finance Technology

Online Marketplace Finance

Retail Technology

Special Purpose Acquisition Company

Venture Investment Fund

Social/Mobile Digital Media Platform

Digital Media Technology

Interactive Media & Services

Mobile Access Technology

Social Data Platform

Social Networking

Sustainability Clean Technology

SURO CAPITAL CORP.

Pharmaceutical

Estate Platform

Fashion Rental

Improvement Finance

Finance Technology

Marketplace Finance

Purpose Acquisition Company

Investment Fund

Social/Mobile

Media Platform

Media Technology

Media & Services

Access Technology

Data Platform

Sustainability

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Investment Valuation Inputs

The fair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of December 31, 2021 and December 31, 2020 are as follows:

TO CONSOLIDATED FINANCIAL STATEMENTS

Valuation Inputs

fair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest

level of significant input used in the valuation as of December 31, 2022 and December 31, 2021 are as follows:

OF FAIR VALUE OF INVESTMENT VALUATION INPUTS

As of December 31, 2022

2 unchanged sentences

Identical Securities

(Level 1) Significant Other

(Level 2) Significant

(Level 3) Total

Significant Other

Investments at Fair Value

1 unchanged sentence

Preferred Stock

Common Stock — — 42,860,156 42,860,156

$ 117,214,465

Debt Investments

Options — — 4,959,112 4,959,112

Private Portfolio Companies

Publicly Traded Portfolio Companies

Common Stock 16,970,411 27,602,814 — 44,573,225

Options — 930,524 — 930,524

Publicly Traded Portfolio Companies 16,970,411 28,533,338 — 45,503,749

Non-Portfolio Investments

Treasury bills

Total Investments at Fair Value

$ 143,865,093

$ 242,245,395

As of December 31, 2021

2 unchanged sentences

Identical Securities

(Level 1) Significant Other

(Level 2) Significant

(Level 3) Total

Significant Other

Investments at Fair Value

1 unchanged sentence

Preferred Stock

Common Stock — — 34,190,839 34,190,839

$ 163,801,798

Debt Investments

Options — — 5,872,210 5,872,210

Private Portfolio Companies

Publicly Traded Portfolio Companies

Common Stock — 94,635,398 — 94,635,398

Total Portfolio Investments — 94,635,398 186,144,376 280,779,774

Non-Portfolio Investments

Treasury bills 150,000,000 — — 150,000,000

Publicly Traded Portfolio Companies

Total Investments at Fair Value

SURO CAPITAL CORP.

$ 214,632,504

$ 260,136,253

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Significant Unobservable Inputs for Level 3 Assets and Liabilities

In accordance with FASB ASC 820, Fair Value Measurement , the tables below provide quantitative information about the Company’s fair value measurements of its Level 3 assets as of December 31, 2021 and December 31, 2020.

In addition to the techniques and inputs noted in the tables below, according to the Company’s valuation policy, the Company may also use other valuation techniques and methodologies when determining the Company’s fair value measurements.

The tables below are not intended to be all-inclusive, but rather provide information on the significant Level 3 inputs as they relate to the Company’s fair value measurements.

To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’s Level 3 fair value measurements as of December 31, 2021 and December 31, 2020.

Significant changes in the inputs in isolation would result in a significant change in the fair value measurement, depending on the input and the materiality of the investment.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.

As of December 31, 2021

Asset Fair Value Valuation

TO CONSOLIDATED FINANCIAL STATEMENTS

Unobservable Inputs for Level 3 Assets and Liabilities

accordance with FASB ASC 820, Fair Value Measurement , the tables below provide quantitative information about the Company’s

fair value measurements of its Level 3 assets as of December 31, 2022 and December 31, 2021.

In addition to the techniques and inputs

noted in the tables below, according to the Company’s valuation policy, the Company may also use other valuation techniques and

methodologies when determining the Company’s fair value measurements.

The tables below are not intended to be all-inclusive, but

rather provide information on the significant Level 3 inputs as they relate to the Company’s fair value measurements.

To the extent

an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’s Level

3 fair value measurements as of December 31, 2022 and December 31, 2021.

Significant changes in the inputs in isolation would result

in a significant change in the fair value measurement, depending on the input and the materiality of the investment.

Refer to “Note

2—Significant Accounting Policies— Investments at Fair Value ” for more detail.

OF FAIR VALUE OF ASSETS ON UNOBSERVABLE INPUT

of December 31, 2022

Valuation Approach/

Technique (1)

Unobservable Inputs (2)

(Weighted Average) (3)

Common stock in private companies $42,860,156 Market approach Revenue multiples 1.80x - 9.62x (6.00x)

Discounted cash flow Discount rate 15.0% (15.0%)

Range (Weighted Average) (3)

Common stock in private companies

Market approach

Revenue multiples

1.06 x - 4.42 x ( 1.74 x)

Liquidation Value

8.62 x - 12.62 x ( 10.94 x)

Preferred stock in private companies

$ 117,214,465

AFFO (4) multiple

Market approach

Revenue multiples

0.47 x - 5.45 x ( 2.38 x)

Liquidation Value

Discounted cash flow

Discount rate

15.0 % ( 15.0 %)

Revenue multiples

1.17 x - 1.26 x

Financing Risk 10.0% (10.0%)

Preferred stock in private companies $163,801,798 Market approach Revenue multiples 0.53x - 9.62x (6.63x)

Discounted cash flow Discount rate 15.0% (15.0%)

Revenue multiples 1.05x - 9.62x (3.04x)

10.0 % ( 10.0 %)

Financing Risk

Debt investments $3,011,438 Market approach Revenue multiples 1.74x - 2.91x (1.95x)

Options $4,959,112 Option pricing model Term to expiration (Years) 0.17 - 6.61 (3.08)

Volatility 37.7% - 56.5% (37.7%)

Discounted cash flow Discount Rate 15.0% (15.0%)

10.0 % ( 10.0 %)

(1) As of December 31, 2021, the Company used a hybrid market and income approach to value certain common and preferred stock investments as the Company felt this approach better reflected the fair value of these investments.

In considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of measurement to the next;

however, the weighting of each in determining the final fair value of a Level 3 investment may change based on recent events or transactions.

The hybrid approach may also consider certain risk weightings to account for the uncertainty of future events.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.

(2) The Company considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments.

Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change.

Increases/(decreases) in revenue multiples, earnings

SURO CAPITAL CORP.

Debt investments

Market approach

Revenue multiples

0.47 x - 5.45 x ( 3.6 x)

Option pricing model

Term to expiration (Years)

1.00 x - 5.29 x ( 1.65 x)

Discounted cash flow

Discount Rate

15.0 % ( 15.0 %)

of December 31, 2022, the Board used a hybrid market and income approach to value certain common and preferred stock investments

as the Board felt this approach better reflected the fair value of these investments.

In considering multiple valuation approaches

(and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period

of measurement to the next;

however, the weighting of each in determining the final fair value of a Level 3 investment may change

based on recent events or transactions.

The hybrid approach may also consider certain risk weightings to account for the uncertainty

of future events.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for

Board considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments.

Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity

events, the type and availability of unobservable inputs may change.

Increases/(decreases) in revenue multiples, earnings before

interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower)

fair values, all else equal.

Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in higher (lower)

fair values, all else equal.

The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable

companies and available precedent sales transactions of comparable companies.

The Company carefully considers numerous factors when

selecting the appropriate companies whose multiples are used to value its portfolio companies.

These factors include, but are not

limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability

and growth expectations.

In general, precedent transactions include recent rounds of financing, recent purchases made by the Company,

and tender offers.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for

weighted averages are calculated based on the fair market value of each investment.

Funds From Operations, or “AFFO”

Probability-Weighted

Expected Return Method, or “PWERM”

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values all else equal.

Decreases (increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair values all else equal.

The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies.

The Company carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies.

These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations.

In general, precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.

(3) The weighted averages are calculated based on the fair market value of each investment.

(4) Adjusted Funds From Operations, or "AFFO"

(5) Probability-Weighted Expected Return Method, or "PWERM"

(6) Discount for Lack of Marketability, or "DLOM"

As of December 31, 2020

Asset Fair Value Valuation

Technique (1)

Unobservable Inputs (2)

TO CONSOLIDATED FINANCIAL STATEMENTS

of December 31, 2021

Approach/ Technique (1)

(Weighted Average) (3)

Common stock in

private companies $34,190,839 Market approach AFFO (4) multiple

stock in private companies

- 9.62 x ( 6.00 x)

Revenue multiples 2.12x -6.95x (6.39x)

Liquidation value N/A

Discounted cash flow Discount rate 12.0% (12.0%)

Preferred stock in

private companies $141,235,987 Market approach Revenue multiples 1.03x - 4.35x (2.66x)

transactions N/A

Discounted cash flow Discount rate 12.0% (12.0%)

Revenue multiples 1.28x - 2.27x (2.06x)

Precedent transactions N/A

Debt investments $4,845,340 Market approach Revenue multiples 2.12x - 4.35x (2.32x)

Revenue multiples N/A

Liquidation value N/A

Options $5,872,210 Option pricing model Term to expiration (Years) 0.26 - 7.36 (4.51)

Volatility 34.9% - 56.3% (36.8%)

Discounted cash flow Discount Rate 12.0% (12.0%)

- 36.28 x ( 23.03 x)

stock in private companies

$ 163,801,798

(1) As of December 31, 2020, the Company used a hybrid market and income approach to value certain common and preferred stock investments as the Company felt this approach better reflected the fair value of these investments.

By considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of measurement to the next;

however, the weighting of each in determining the final fair value of a Level 3 investment may change based on recent events or transactions.

The hybrid approach may also consider certain risk weightings to account for the uncertainty of future events.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.

(2) The Company considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments.

Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change.

Increases/(decreases) in revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values all else equal.

Decreases (increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair

SURO CAPITAL CORP.

- 9.62 x ( 6.63 x)

- 9.62 x ( 3.04 x)

- 2.91 x ( 1.95 x)

pricing model

to expiration (Years)

- 6.61 ( 3.08 )

- 56.5 % ( 37.7 %)

of December 31, 2021, the Company used a hybrid market and income approach to value certain common and preferred stock investments

as the Company felt this approach better reflected the fair value of these investments.

In considering multiple valuation approaches

(and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period

of measurement to the next;

however, the weighting of each in determining the final fair value of a Level 3 investment may change

based on recent events or transactions.

The hybrid approach may also consider certain risk weightings to account for the uncertainty

of future events.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for

Company considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments.

Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity

events, the type and availability of unobservable inputs may change.

Increases/(decreases) in revenue multiples, earnings before

interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower)

fair values, all else equal.

Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in higher (lower)

fair values, all else equal.

The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable

companies and available precedent sales transactions of comparable companies.

The Company carefully considers numerous factors when

selecting the appropriate companies whose multiples are used to value its portfolio companies.

These factors include, but are not

limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability

and growth expectations.

In general, precedent transactions include recent rounds of financing, recent purchases made by the Company,

and tender offers.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for

weighted averages are calculated based on the fair market value of each investment.

Funds From Operations, or “AFFO”

Probability-Weighted

Expected Return Method, or “PWERM”

for Lack of Marketability, or “DLOM”

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

values all else equal.

The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies.

The Company carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies.

These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations.

In general, precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.

(3) The weighted averages are calculated based on the fair market value of each investment.

(4) Adjusted Funds From Operations, or "AFFO"

(5) Probability-Weighted Expected Return Method, or "PWERM"

The aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2021 as follows:

TO CONSOLIDATED FINANCIAL STATEMENTS

aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2022 as follows:

OF AGGREGATE VALUE OF ASSETS AND LIABILITIES

Year Ended December 31, 2022

Stock Preferred

Investments Options Total

Fair Value as of December 31, 2021

$ 163,801,798

$ 214,632,504

Transfers out of Level 3 (1)

( 6,918,251 )

( 1,775,506 )

( 8,742,396 )

Purchases, capitalized fees and interest

Sales/Maturity of investments

( 1,000,000 )

( 1,874,470 )

Realized gains/(losses)

Net change in unrealized appreciation/(depreciation) included in earnings

( 16,535,469 )

( 65,579,615 )

( 1,873,780 )

( 83,021,195 )

Fair Value as of December 31, 2022

$ 117,214,465

$ 143,865,093

Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2022

$ ( 7,023,165 )

(1) During the year ended December 31, 2021, the Company’s portfolio investments had the following corporate actions which are reflected above:

Portfolio Company Conversion from Conversion to

Coursera, Inc.

Preferred shares, Series F 8%

Preferred shares, Series B 8% Public Common shares (Level 2)

Churchill Capital Corp.

II Common shares, Class A Skillsoft Corp.

$ ( 63,138,372 )

$ ( 1,624,324 )

$ ( 70,818,192 )

the year ended December 31, 2022, the Company’s portfolio investments had the following

corporate actions which are reflected above:

Portfolio Company

Conversion from

Conversion to

Forge Global, Inc.

Common Shares, Class AA

Junior Preferred Shares

Junior Preferred Warrants, Strike Price $ 12.42 , Expiration Date 11/9/2025

Public Common shares (Level 2)

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) Common shares Public Common shares (Level 2)

A Place for Rover, Inc.

(f/k/a DogVacay, Inc.) Common shares Rover Group, Inc.

Public Common shares

Enjoy Technology, Inc.

Preferred shares, Series B 6%

Preferred shares, Series A 6%

Convertible Promissory Note 14% Due 1/30/2024 Public Common shares (Level 2)

Nextdoor Holdings, Inc.

Common shares Public Common shares (Level 2)

Rent the Runway, Inc.

Preferred shares, Series G Public Common shares (Level 2)

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

The aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2020 as follows:

Common warrants, Strike Price $ 3.98 , Expiration Date 11/9/2025 (Level 2)

aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2021 as follows:

Year Ended December 31, 2021

Stock Preferred

Investments Options Total

Fair Value as of December 31, 2020

$ 141,235,987

$ 186,144,376

Fair value, beginning

$ 141,235,987

$ 186,144,376

Transfers out of Level 3 (1)

( 31,652,675 )

( 155,414,652 )

( 5,211,120 )

( 1,619,463 )

( 193,897,910 )

Purchases, capitalized fees and interest

Sales/Maturity of investments

Exercises and conversions (1)

( 10,646,457 )

( 2,344,979 )

( 13,053,111 )

Realized gains/(losses)

Net change in unrealized appreciation/(depreciation) included in earnings

( 1,511,732 )

Fair Value as of December 31, 2021

$ 163,801,798

$ 214,632,504

Fair value, ending

$ 163,801,798

$ 214,632,504

Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2021

$ ( 586,899 )

(1) During the year ended December 31, 2020, the Company’s portfolio investments had the following corporate actions which are reflected above:

Portfolio Company Conversion from Conversion to

Neutron Holdings, Inc.

(d/b/a/ Lime) Preferred shares, Series D Junior Preferred shares, Series 1-D

Common warrants, Strike price $0.01, Expiration Date 5/11/2027

Aspiration Partners, Inc.

Convertible Promissory Note Preferred shares, Series C-3

Palantir Technologies, Inc.

Common shares, Class A Public Common shares (Level 2)

SharesPost, Inc.

Preferred shares, Series B Forge Global Inc.

Junior Preferred shares

SP Holdings Group, Inc.

Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held

$ ( 586,899 )

During the year ended December 31, 2021, the Company’s

portfolio investments had the following corporate actions which are reflected above:

Portfolio Company

Conversion from

Conversion to

Coursera, Inc.

Preferred shares, Series F 8 %

Preferred shares, Series B 8 %

SharesPost, Inc.

Common shares Forge Global Inc.

Common shares, Class AA

Forge Junior Warrants, Strike price $12.42, Expiration Date 11/9/2025

SP Holdings Group, Inc.

Public Common shares (Level 2)

Churchill Capital Corp.

Common shares, Class A

Skillsoft Corp.

Public Common shares (Level 2)

NewLake Capital Partners, Inc.

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

Common shares

SURO CAPITAL CORP.

Public Common shares (Level 2)

A Place for Rover, Inc.

(f/k/a DogVacay, Inc.)

Common shares

Rover Group, Inc.

Public Common shares

Enjoy Technology, Inc.

Preferred shares, Series B 6 %

Preferred shares, Series A 6 %

Convertible Promissory Note 14 % Due 1/30/2024

Public Common shares (Level 2)

Nextdoor Holdings, Inc.

Common shares

Public Common shares (Level 2)

Rent the Runway, Inc.

Preferred shares, Series G

Public Common shares (Level 2)

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Schedule of Investments In, and Advances to, Affiliates

Transactions during the year ended December 31, 2021 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

in Income Fair Value at December 31, 2020 Transfer In/ (Out) Purchases,

Capitalized Fees,

Amortization Sales Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2021 Percentage

CONTROLLED INVESTMENTS * (2)

TO CONSOLIDATED FINANCIAL STATEMENTS

of Investments In, and Advances to, Affiliates

during the year ended December 31, 2022 involving the Company’s controlled investments and non-controlled/affiliate investments

were as follows:

OF INVESTMENTS IN AND ADVANCES TO AFFILIATES

Type/Industry/Portfolio Company/Investment

Value at December 31, 2021

Gains/(Losses)

Value at December 31, 2022

INVESTMENTS * (2)

Special Purpose Acquisition Company

Colombier Sponsor LLC**–Class W Units (9)

2,700,000 $ — $ — $ — $ 1,159,150 $ — $ — $ (1,663) $ 1,157,487 0.32 %

Sponsor LLC**–Class W Units (7)

Total Options

2 unchanged sentences

(f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A (4)

14,300,000 — 809,198 — — — — 237,835 1,047,033 0.29 %

Total Preferred Stock

Clean Technology

(f/k/a GSV Sustainability Partners, Inc.)–Common shares 100,000 — — — — — — — — — %

(f/k/a GSV Sustainability Partners, Inc.)–Common

Mobile Finance Technology

Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV*** (7)

$ 10,000,000 390,000 — — 10,006,745 — — (6,745) 10,000,000 2.74 %

Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV***

Special Purpose Acquisition Company

Colombier Sponsor LLC**–Class B Units (9)

1,976,033 — — — 1,556,587 — — (2,233) 1,554,354 0.43 %

Sponsor LLC**–Class B Units (7)

Total Common Stock

TOTAL CONTROLLED INVESTMENTS* (2)

$ 390,000 $ 809,198 $ — $ 12,722,482 $ — $ — $ 227,194 $ 13,758,874 3.78 %

NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)

CONTROLLED INVESTMENTS* (2)

NON-CONTROLLED/AFFILIATE

INVESTMENTS * (1)

Debt Investments

Corporate Education

(d/b/a CorpU)–Senior Subordinated Convertible Promissory Note 4% Due 2/14/2023 $ — $ — $ 312,790 $ — $ — $ (1,344,981) $ 88,789 $ 943,402 $ — — %

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

in Income Fair Value at December 31, 2020 Transfer In/ (Out) Purchases,

Capitalized Fees,

Amortization Sales Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2021 Percentage

Global Innovation Platform

OneValley, Inc.

(f/k/a NestGSV, Inc.) –Convertible Promissory Note 8%, Due 8/23/2024 (3)

$ 1,010,198 $ — $ 505,099 $ — $ — $ — $ — $ — $ 505,099 0.14 %

Total Debt Investments

Preferred Stock

Corporate Education

(d/b/a CorpU)–Convertible preferred shares, Series D 6% — — 73,882 — — (1,159,243) 380,636 704,725 — — %

(d/b/a CorpU) -Convertible preferred shares, Series C 8% — — — — — (3,504,871) 1,498,794 2,006,077 — — %

Total Corporate Education — 73,882 — — (4,664,114) 1,879,430 2,710,802 — — %

Knowledge Networks

Maven Research, Inc.–Preferred shares, Series C 318,979 — — — — — — — — — %

Maven Research, Inc.–Preferred shares, Series B 49,505 — — — — — — — — — %

Maven Research, Inc.–Preferred shares, Series

Maven Research, Inc.–Preferred

shares, Series B

Total Knowledge Networks

Digital Media Platform

OzyMedia, Inc.–Preferred shares, Series C-2 6% 683,482 — 1,865,547 — — — (1,865,547) — — %

OzyMedia, Inc.–Preferred shares, Series B 6% 922,509 — 3,350,952 — — — — (3,350,952) — — %

OzyMedia, Inc.–Preferred shares, Series A 6% 1,090,909 — 2,824,679 — — — — (2,824,679) — — %

OzyMedia, Inc.–Preferred shares, Series Seed 6% 500,000 — 1,294,645 — — — — (1,294,645) — — %

Ozy Media, Inc.–Preferred shares, Series C-2

Ozy Media, Inc.–Preferred shares, Series B 6%

Ozy Media, Inc.–Preferred shares, Series A 6%

Ozy Media, Inc.–Preferred

shares, Series Seed 6%

Total Digital Media Platform

Interactive Learning

StormWind, LLC–Preferred shares, Series D 8% (5)

329,337 — 440,515 — — — 180,578 621,093 0.17 %

StormWind, LLC–Preferred shares, Series C 8% (5)

2,779,134 — 4,804,218 — — — — 1,692,511 6,496,729 1.78 %

StormWind, LLC–Preferred shares, Series B 8% (5)

3,279,629 — 2,625,365 — — — — 1,798,242 4,423,607 1.21 %

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

in Income Fair Value at December 31, 2020 Transfer In/ (Out) Purchases,

Capitalized Fees,

Amortization Sales Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2021 Percentage

StormWind, LLC–Preferred shares, Series A 8% (5)

366,666 $ — $ 88,248 $ — $ — $ — $ — $ 201,045 $ 289,293 0.08 %

LLC–Preferred shares, Series D 8% (5)

LLC–Preferred shares, Series C 8% (5)

LLC–Preferred shares, Series B 8% (5)

LLC–Preferred shares, Series A 8% (5)

Total Interactive Learning

( 1,879,887 )

Total Preferred Stock

Digital Media Platform

Ozy Media, Inc.–Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 295,565 — 762,558 — — — — (762,558) — — %

( 1,879,887 )

Media Platform

Ozy Media, Inc.–Common Warrants, Strike Price

$ 0.01 , Expiration Date 4/9/2028

Global Innovation Platform

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series A-3 - Strike Price $1.33, Expiration Date 4/4/2021 — — 4,687 — — — — (4,687) — — %

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 7/18/2021 — — 27,500 — — — (74,380) 46,880 — — %

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 10/6/2021 — — 65,000 — — — — (65,000) — — %

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 11/29/2021 — — — — — — (29,275) 29,275 — — %

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022 125,000 — — — — — — — — — %

(f/k/a NestGSV, Inc.)–Preferred

Warrant Series B, Strike Price $ 2.31 , Expiration Date 5/29/2022

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 250,000 — 9,250 — — — — (4,250) 5,000 0.01 %

Derivative Security, Expiration Date 8/23/2024 (6)

(f/k/a NestGSV,

Inc.)–Preferred Warrant Series B, Strike Price $ 2.31 , Expiration Date 12/31/2023

(f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024 (6)

( 1,616,141 )

Total Global Innovation Platform

( 1,550,762 )

Total Options

( 1,550,762 )

Online Education

Curious.com, Inc.–Common shares

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

in Income Fair Value at December 31, 2020 Transfer In/ (Out) Purchases,

Capitalized Fees,

Amortization Sales Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2021 Percentage

Cannabis REIT

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.)**–Common shares*** (8)

— $ 102,632 $ 8,937,690 $ (9,009,952) $ 500,319 $ — $ — $ (428,057) $ — — %

Total Common Stock

TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)

$ 102,632 $ 30,165,773 $ (9,009,952) $ 500,319 $ (6,009,095) $ 1,864,564 $ (2,902,520) $ 14,609,089 4.01 %

NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)

$ ( 1,947,548 )

* All portfolio investments are non-income-producing, unless otherwise identified.

Equity investments are subject to lock-up restrictions upon their IPO.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

portfolio investments are non-income-producing, unless otherwise identified.

Equity investments are subject to lock-up restrictions

upon their IPO.

Preferred dividends are generally only payable when declared and paid by the portfolio company’s board of directors.

The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.

The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s

portfolio investments.

(Refer to “Note 3—Related-Party Arrangements”).

All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted.

(Refer to “Note 4—Investments at Fair Value”).

All portfolio investments are considered

Level 3 and valued using significant unobservable inputs, unless otherwise noted.

(Refer to “Note 4—Investments at Fair

All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted.

All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.

(Refer to "Note 2—Significant Accounting Policies—Investments at Fair Value").

of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as

determined in good faith by the Company’s Board of Directors.

(Refer to “Note 2—Significant Accounting Policies—Investments

at Fair Value”).

Indicates assets that SuRo Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).

Of the Company’s total investments as of December 31, 2021, 26.91% of its total investments are non-qualifying assets.

*** Investment is income-producing.

(1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act.

believes do not represent “qualifying assets” under Section

55(a) of the 1940 Act.

Of the Company’s total investments as of December 31, 2022, 14.47 % of

its total investments are non-qualifying assets.

is income-producing.

Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined

in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.

if SuRo Capital Corp.

owns 5% or more of the voting securities ( i.e.

, securities with the right to elect directors) of such company.

(2) “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act.

(3) As of December 31, 2021, the investments noted had been placed on non-accrual status.

(4) The SPBRX, INC.

owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.

, securities with the right to elect directors)

of such company.

Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined

in the 1940 Act.

In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially

owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors)

and/or had the power to exercise control over the management or policies of such portfolio company.

of December 31, 2022, the investments noted had been placed on non-accrual status.

(f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp.

3 unchanged sentences

does not anticipate that SPBRX, INC.

will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.

(5) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

(6) On August 23, 2019, SuRo Capital Corp.

will pay distributions on a quarterly or regular

basis or become a predictable distributor of distributions.

Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW

Holdings, Inc.

August 23, 2019, SuRo Capital Corp.

amended the structure of its investment in OneValley, Inc.

(f/k/a NestGSV, Inc.).

As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

OneValley, Inc.

(f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, while SuRo Capital Corp.

(f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp.

can put the shares to OneValley, Inc.

(f/k/a NestGSV, Inc.) at the end of the five year period.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

(7) 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.

(8) During the year ended December 31, 2021, NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) declared an aggregate of approximately $0.3 million in dividend distributions, of which approximately $0.1 million reflects the dividend income earned while NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) was a non-controlled/affiliate investment.

SuRo Capital Corp.

does not anticipate that NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

On August 20, 2021, NewLake Capital Partners, Inc.(f/k/a GreenAcreage Real Estate Corp.) went public via an initial public offering on the OTCQX.

As of December 31, 2021, none of SuRo Capital Corp.'s common shares in NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) were subject to lock-up restrictions.

(9) 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.

SURO CAPITAL CORP.

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

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Schedule of Investments In, and Advances to, Affiliates

Transactions during the year ended December 31, 2020 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

in Income Fair Value at December 31, 2019 Purchases,

Capitalized Fees,

Amortization Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2020 Percentage

CONTROLLED INVESTMENTS * (2)

TO CONSOLIDATED FINANCIAL STATEMENTS

of Investments In, and Advances to, Affiliates

during the year ended December 31, 2021 involving the Company’s controlled investments and non-controlled/affiliate investments

were as follows:

Type/Industry/Portfolio Company/Investment

Value at December 31, 2020

Gains/(Losses)

Value at December 31, 2021

INVESTMENTS * (2)

Special Purpose Acquisition Company

Sponsor LLC**–Class W Units (9)

Total Options

Preferred Stock

1 unchanged sentence

(f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A (4)

14,300,000 $ 450,000 $ 775,198 $ — $ — $ 34,000 $ 809,198 0.27 %

Total Preferred Stock

Clean Technology

(f/k/a GSV Sustainability Partners, Inc.)–Common shares 100,000 — — — — — — — %

(f/k/a GSV Sustainability Partners, Inc.)–Common

Mobile Finance Technology

Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV*** (7)

Special Purpose Acquisition Company

Sponsor LLC**–Class B Units (9)

Total Common Stock

TOTAL CONTROLLED INVESTMENTS* (2)

$ 450,000 $ 775,198 $ — $ — $ 34,000 $ 809,198 0.27 %

NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)

CONTROLLED INVESTMENTS* (2)

NON-CONTROLLED/AFFILIATE

INVESTMENTS * (1)

Debt Investments

Corporate Education

(d/b/a CorpU)–Senior Subordinated Convertible Promissory Note 4% Due 2/14/2023 (3)

(d/b/a CorpU)–Senior Subordinated Convertible

Promissory Note 4% Due 2/14/2023

$ ( 1,344,981 )

Global Innovation Platform

NestGSV, Inc.

(d/b/a OneValley, Inc.) –Convertible Promissory Note 8% Due 8/23/2024 (3)(6)

$ 1,010,198 (29,184) 1,010,198 — — (505,099) 505,099 0.17 %

(f/k/a NestGSV, Inc.) –Convertible Promissory Note 8% Due 8/23/2024 (3)(6)

Total Debt Investments

( 1,344,981 )

Preferred Stock

Corporate Education

(d/b/a CorpU)–Convertible preferred shares, Series D 6% 169,033 — 34,980 — — 38,902 73,882 0.02 %

(d/b/a CorpU) -Convertible preferred shares, Series C 8% 615,763 — — — — — — — %

(d/b/a CorpU)–Convertible preferred

shares, Series D 6%

( 1,159,243 )

(d/b/a CorpU) -Convertible

preferred shares, Series C 8%

( 3,504,871 )

Total Corporate Education

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

in Income Fair Value at December 31, 2019 Purchases,

Capitalized Fees,

Amortization Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2020 Percentage

( 4,664,114 )

Knowledge Networks

Maven Research, Inc.–Preferred shares, Series C 318,979 $ — $ — $ — $ — $ — $ — — %

Maven Research, Inc.–Preferred shares, Series B 49,505 — — — — — — — %

Maven Research, Inc.–Preferred shares, Series

Maven Research, Inc.–Preferred

shares, Series B

Total Knowledge Networks

Digital Media Platform

OzyMedia, Inc.–Preferred shares, Series C-2 6% 683,482 — 2,970,252 — — (1,104,705) 1,865,547 0.62 %

OzyMedia, Inc.–Preferred shares, Series B 6% 922,509 — 5,001,420 — — (1,650,468) 3,350,952 1.11 %

OzyMedia, Inc.–Preferred shares, Series A 6% 1,090,909 — 4,528,107 — — (1,703,428) 2,824,679 0.94 %

OzyMedia, Inc.–Preferred shares, Series Seed 6% 500,000 — 2,002,143 — — (707,498) 1,294,645 0.43 %

Total Digital Media Platform — 14,501,922 — — (5,166,099) 9,335,823 3.10 %

Interactive Learning

StormWind, LLC–Preferred shares, Series D 8% (5)

Ozy Media, Inc.–Preferred shares, Series C-2

( 1,865,547 )

StormWind, LLC–Preferred shares, Series C 8% (5)

Ozy Media, Inc.–Preferred shares, Series B 6%

( 3,350,952 )

StormWind, LLC–Preferred shares, Series B 8% (5)

Ozy Media, Inc.–Preferred shares, Series A 6%

( 2,824,679 )

StormWind, LLC–Preferred shares, Series A 8% (5)

Ozy Media, Inc.–Preferred

shares, Series Seed 6%

( 1,294,645 )

Total Digital Media Platform

( 9,335,823 )

Interactive Learning

LLC–Preferred shares, Series D 8% (5)

LLC–Preferred shares, Series C 8% (5)

LLC–Preferred shares, Series B 8% (5)

LLC–Preferred shares, Series A 8% (5)

Total Interactive Learning

Total Preferred Stock

Digital Media Platform

OzyMedia, Inc.–Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 295,565 — 1,182,260 — — (419,702) 762,558 0.25 %

Global Innovation Platform

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series A-3, Strike Price $1.33, Expiration Date 4/4/2021 187,500 — 20,625 — — (15,938) 4,687 — %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 10/6/2021 500,000 — 135,000 — — (70,000) 65,000 0.02 %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 7/18/2021 250,000 — 62,500 — — (35,000) 27,500 0.01 %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 11/29/2021 100,000 — — — — — — — %

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

in Income Fair Value at December 31, 2019 Purchases,

Capitalized Fees,

Amortization Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2020 Percentage

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022 125,000 $ — $ — $ — $ — $ — $ — — %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 250,000 — 2,500 — — 6,750 9,250 — %

Derivative Security, Expiration Date 8/23/2024 (6)

( 4,664,114 )

( 2,752,645 )

Media Platform

Ozy Media, Inc.–Common Warrants, Strike Price

$ 0.01 , Expiration Date 4/9/2028

Global Innovation Platform

OneValley, Inc.

(f/k/a NestGSV,

Inc.)–Preferred Warrant Series A-3 - Strike Price $ 1.33 , Expiration Date 4/4/2021

OneValley, Inc.

(f/k/a NestGSV,

Inc.)–Preferred Warrant Series A-4, Strike Price $ 1.33 , Expiration Date 7/18/2021

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred

Warrant Series A-4, Strike Price $ 1.33 , Expiration Date 10/6/2021

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred

Warrant Series B, Strike Price $ 2.31 , Expiration Date 11/29/2021

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred

Warrant Series B, Strike Price $ 2.31 , Expiration Date 5/29/2022

OneValley, Inc.

(f/k/a NestGSV,

Inc.)–Preferred Warrant Series B, Strike Price $ 2.31 , Expiration Date 12/31/2023

Security, Expiration Date 8/23/2024 (6)

Total Global Innovation Platform

2 unchanged sentences

Curious.com, Inc.–Common shares

Cannabis REIT

GreenAcreage Real Estate Corp.

-Common shares*** (7)

Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.)**–Common shares*** (8)

$ ( 9,009,952 )

$ ( 428,057 )

Total Common Stock

TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)

( 9,009,952 )

NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)

$ ( 9,009,952 )

* All portfolio investments are non-income-producing, unless otherwise identified.

Equity investments are subject to lock-up restrictions upon their IPO.

$ ( 6,009,095 )

$ ( 2,902,520 )

CAPITAL CORP.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

portfolio investments are non-income-producing, unless otherwise identified.

Equity investments are subject to lock-up restrictions

upon their IPO.

Preferred dividends are generally only payable when declared and paid by the portfolio company’s board of directors.

The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.

The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s

portfolio investments.

(Refer to “Note 3—Related-Party Arrangements”).

All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted.

(Refer to “Note 4—Investments at Fair Value”).

All portfolio investments are considered

Level 3 and valued using significant unobservable inputs, unless otherwise noted.

(Refer to “Note 4—Investments at Fair

All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted.

All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.

(Refer to "Note 2—Significant Accounting Policies—Investments at Fair Value").

** Indicates assets that SuRo Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).

Of the Company’s total investments as of December 31, 2020, 22.56% of its total investments are non-qualifying assets.

*** Investment is income-producing.

(1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act.

of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as

determined in good faith by the Company’s Board of Directors.

(Refer to “Note 2—Significant Accounting Policies—Investments

at Fair Value”).

assets that SuRo Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.

the Company’s total investments as of December 31, 2021, 26.91 % of its total investments are non-qualifying assets.

is income-producing.

Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined

in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.

if SuRo Capital Corp.

owns 5% or more of the voting securities ( i.e.

5% or more of the voting securities ( i.e.

, securities with the right to elect directors) of such company.

(2) “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

(3) As of December 31, 2020, the investments noted had been placed on non-accrual status.

(4) The SPBRX, INC.

Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined

in the 1940 Act.

In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned

more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise

control over the management or policies of such portfolio company.

of December 31, 2021, the investments noted had been placed on non-accrual status.

(f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp.

1 unchanged sentence

to a preferred dividend rate.

During the year ended December 31, 2020, SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.) declared, and SuRo Capital Corp.

received, an aggregate of $450,000 in dividend distributions.

SuRo Capital Corp.

does not anticipate that SPBRX, INC.

will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.

(5) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

(6) On August 23, 2019, SuRo Capital Corp.

amended the structure of its investment in NestGSV, Inc.

(d/b/a OneValley, Inc.).

As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

NestGSV, Inc.

(d/b/a OneValley,Inc.) has the right to call the position at any time over a five year period, while SuRo Capital Corp.

can put the shares to NestGSV, Inc.

(d/b/a OneValley, Inc.) at the end of the five year period.

(7) During the year ended December 31, 2020, GreenAcreage Real Estate Corp.

declared an aggregate of $317,617 in dividend distributions.

SuRo Capital Corp.

does not anticipate that Green Acreage Real Estate Corp.

will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

will pay distributions on a quarterly or regular

basis or become a predictable distributor of distributions.

Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW

Holdings, Inc.

August 23, 2019, SuRo Capital Corp.

amended the structure of its investment in OneValley, Inc.

(f/k/a NestGSV, Inc.).

the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

OneValley, Inc.

(f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, while SuRo Capital

can put the shares to OneValley, Inc.

(f/k/a NestGSV, Inc.) at the end of the five year period.

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, NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) declared an aggregate of

approximately $ 0.3 million in dividend distributions, of which approximately $ 0.1 million reflects the dividend income earned while

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) was a non-controlled/affiliate investment.

SuRo Capital Corp.

does not anticipate that NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) will pay distributions on a recurring

or regular basis or become a predictable distributor of distributions.

On August 20, 2021, NewLake Capital Partners, Inc.(f/k/a GreenAcreage

Real Estate Corp.) went public via an initial public offering on the OTCQX.

As of December 31, 2021, none of SuRo Capital Corp.’s

common shares in NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) were subject to lock-up restrictions.

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

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 5—COMMON STOCK

Share Repurchase Program

On August 8, 2017, the Company announced a $5.0 million discretionary open-market share repurchase program of shares of the Company’s common stock, $0.01 par value per share, of up to $5.0 million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”).

On November 7, 2017, the Company’s Board of Directors authorized an extension of, and an increase in the amount of shares of the Company’s common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $10.0 million in aggregate amount of the Company’s common stock.

On May 3, 2018, the Company’s Board of Directors authorized a $5.0 million increase in the amount of shares of the Company’s common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $15.0 million in aggregate amount of the Company’s common stock.

On November 1, 2018, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2019 or (ii) the repurchase of $20.0 million in aggregate amount of our common stock.

On August 5, 2019, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) August 4, 2020 or (ii) the repurchase of $25.0 million in aggregate amount of our common stock.

On March 9, 2020, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $30.0 million in aggregate amount of our common stock.

On October 28, 2020, our Board of Directors authorized a $10.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2021 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock.

On October 27, 2021, our Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2022 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock.

The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities.

The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate the Company to acquire any specific number of shares of its 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.

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

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

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

Amended and Restated 2019 Equity Incentive Plan

Refer to “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock granted under the Amended & Restated 2019 Equity Incentive Plan (as defined herein).

Dividends Paid in Common Stock

On May 4, 2021, the Company's Board of Directors declared a dividend of $2.50 per share that was paid on June 30, 2021 to stockholders of record as of the close of business on May 18, 2021.

The ex-dividend date was May 17, 2021.

The dividend was paid in cash and shares of the Company's common stock at the election of the stockholders, although the total amount of cash to be distributed to all stockholders was limited to no more than 50% of the total dividend paid to all stockholders.

The total dividend amount paid to all stockholders consisted of approximately $30.0 million in cash and 2,335,527 in shares of common stock issued.

SURO CAPITAL CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

5— COMMON STOCK

Repurchase Program

August 8, 2017, the Company announced a $ 5.0 million discretionary open-market share repurchase program of shares of the Company’s

common stock, $ 0.01 par value per share, of up to $ 5.0 million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $ 5.0

million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”).

On November 7, 2017, the

Company’s Board of Directors authorized an extension of, and an increase in the amount of shares of the Company’s common

stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the

repurchase of $ 10.0 million in aggregate amount of the Company’s common stock.

On May 3, 2018, the Company’s Board of Directors

authorized a $ 5.0 million increase in the amount of shares of the Company’s common stock that may be repurchased under the discretionary

Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $ 15.0 million in aggregate amount of the

Company’s common stock.

On November 1, 2018, our Board of Directors authorized a $ 5.0 million increase in the amount of shares

of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2019

or (ii) the repurchase of $ 20.0 million in aggregate amount of our common stock.

On August 5, 2019, our Board of Directors authorized

a $ 5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase

Program until the earlier of (i) August 4, 2020 or (ii) the repurchase of $ 25.0 million in aggregate amount of our common stock.

9, 2020, our Board of Directors authorized a $ 5.0 million increase in the amount of shares of our common stock that may be repurchased

under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $ 30.0 million in aggregate

amount of our common stock.

On October 28, 2020, our Board of Directors authorized a $ 10.0 million increase in the amount of shares of

our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2021 or

(ii) the repurchase of $ 40.0 million in aggregate amount of our common stock.

On October 27, 2021, our Board of Directors approved an

extension of the Share Repurchase Program until the earlier of (i) October 31, 2022 or (ii) the repurchase of $ 40.0 million in aggregate

amount of our common stock.

On March 13, 2022, our Board of Directors authorized a $ 15.0 million increase in the amount of shares of

our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2022 or

(ii) the repurchase of $ 55.0 million in aggregate amount of our common stock.

On October 19, 2022, the Company’s Board of Directors

approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2023 or (ii) the repurchase of $ 55.0 million

in aggregate amount of the Company’s common stock.

timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment

opportunities.

The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate

the Company to acquire any specific number of shares of its 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.

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.

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

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.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

On August 3, 2021, the Company's Board of Directors declared a dividend of $2.25 per share that was paid on September 30, 2021 to stockholders of record as of the close of business on August 18, 2021.

TO CONSOLIDATED FINANCIAL STATEMENTS

and Restated 2019 Equity Incentive Plan

to “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock granted

under the Amended & Restated 2019 Equity Incentive Plan (as defined therein).

Paid in Common Stock

May 4, 2021, the Company’s Board of Directors declared a dividend of $ 2.50 per share that was paid on June 30, 2021 to stockholders

of record as of the close of business on May 18, 2021.

The ex-dividend date was May 17, 2021.

The dividend was paid in cash and shares

of the Company’s common stock at the election of the stockholders, although the total amount of cash to be distributed to all stockholders

was limited to no more than 50% of the total dividend paid to all stockholders.

The total dividend amount paid to all stockholders consisted

of approximately $ 30.0 million in cash and 2,335,527 in shares of common stock issued.

August 3, 2021, the Company’s Board of Directors declared a dividend of $ 2.25 per share that was paid on September 30, 2021 to

stockholders of record as of the close of business on August 18, 2021.

The ex-dividend date was August 17, 2021.

The total dividend amount paid to all stockholders consisted of approximately $29.6 million in cash and 2,225,193 in shares of common stock issued.

On November 2, 2021, the Company's Board of Directors declared a dividend of $2.00 per share that was paid on December 30, 2021 to stockholders of record as of the close of business on November 17, 2021.

The dividend was paid

in cash and shares of the Company’s common stock at the election of the stockholders, although the total amount of cash to be distributed

to all stockholders was limited to no more than 50% of the total dividend paid to all stockholders.

The total dividend amount paid to

all stockholders consisted of approximately $ 29.6 million in cash and 2,225,193 in shares of common stock issued.

November 2, 2021, the Company’s Board of Directors declared a dividend of $ 2.00 per share that was paid on December 30, 2021 to

stockholders of record as of the close of business on November 17, 2021.

The ex-dividend date was November 16, 2021.

The total dividend amount paid to all stockholders consisted of approximately $28.5 million in cash and 2,170,807 in shares of common stock issued.

Conversion of 4.75% Convertible Senior Notes due 2023

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” for more detail regarding conversion terms.

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.

The dividend was

paid in cash and shares of the Company’s common stock at the election of the stockholders, although the total amount of cash to

be distributed to all stockholders was limited to no more than 50% of the total dividend paid to all stockholders.

The total dividend

amount paid to all stockholders consisted of approximately $ 28.5 million in cash and 2,170,807 in shares of common stock issued.

of 4.75% Convertible Senior Notes due 2023

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.

Refer to “Note 10—Debt

Capital Activities” for more detail regarding conversion terms.

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 Amendment No.

1 to the At-the-Market Sales Agreement, dated September 23, 2020, with the Agents (the “Amendment No.

1 to the Sales Agreement,” and together with the Initial Sales Agreement, the “Sales Agreement”).

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.

Sales of the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or sales made to or through a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated prices.

Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from time to time.

The Agents will receive a commission from the Company equal to up to 2.0% of the gross sales price of any Shares sold through the Agents under the Sales Agreement and reimbursement of certain expenses.

The Sales Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

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 approximately $99.0 million in aggregate amount of the Shares remain available for sale under the ATM Program.

SURO CAPITAL CORP.

1 to the At-the-Market

Sales Agreement, dated September 23, 2020, with the Agents (the “Amendment No.

1 to the Sales Agreement,” and together with

the Initial Sales Agreement, the “Sales Agreement”).

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.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Modified Dutch Auction Tender Offer

On October 21, 2019, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”) to purchase for cash up to $10.0 million in shares of its common stock from its stockholders at a price per share of not less than $6.00 and not greater than $8.00 in $0.10 increments, using available cash.

Upon expiration of the Modified Dutch Auction Tender Offer on November 20, 2019, the Company repurchased 1,449,275 shares, representing 7.6% of its outstanding shares, at a price of $6.90 per share on a pro rata basis, excluding fees and expenses relating to the self-tender offer.

The Company has determined that the proration factor for the tender offer was 78.1%.

NOTE 6—NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED

The following information sets forth the computation of basic and diluted net increase in net assets resulting from operations per common share, pursuant to ASC 260, for the years ended December 31, 2021 and 2020.

TO CONSOLIDATED FINANCIAL STATEMENTS

of the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415

under the Securities Act, including sales made directly on the Nasdaq Global Select Market or sales made to or through a market maker

other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other

negotiated prices.

Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from time to time.

Agents will receive a commission from the Company equal to up to 2.0 % of the gross sales price of any Shares sold through the Agents

under the Sales Agreement and reimbursement of certain expenses.

The Sales Agreement contains customary representations, warranties and

agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

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.

6— NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED

following information sets forth the computation of basic and diluted net increase in net assets resulting from operations per common

share, pursuant to ASC 260, for the years ended December 31, 2022, 2021, and 2020.

OF BASIC AND DILUTED COMMON SHARE

Year Ended December 31,

2021 2020 2019

Earnings per common share–basic:

Net change in net assets resulting from operations

$ ( 132,177,053 )

$ 147,071,721

Weighted-average common shares–basic

2 unchanged sentences

Net change in net assets resulting from operations

Adjustment for interest and amortization on 4.75% Convertible Senior Notes due 2023 (1)

$ ( 132,177,053 )

$ 147,071,721

Adjustment for interest and amortization on 4.75% Convertible Senior Notes due 2023 (1)

Net change in net assets resulting from operations, as adjusted

Adjustment for dilutive effect of 4.75% Convertible Senior Notes due 2023 (1)

$ ( 132,177,053 )

$ 147,572,786

Adjustment for dilutive effect of 4.75% Convertible Senior Notes due 2023 (1)

Weighted-average common shares outstanding–diluted

Earnings per common share–diluted

______________________

(1) As of December 31, 2021, there were no potentially dilutive securities outstanding.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 7—COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time.

As of December 31, 2021 and December 31, 2020, the Company had $1,330,000 and $10,000,000, respectively, in non-binding investment agreements that required it to make a future investment in a portfolio company.

From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its rights under contracts with its portfolio companies.

While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial condition or results of operations.

(1) As of December 31, 2022 and 2021, there were no potentially dilutive securities outstanding.

year ended December 31, 2020, 0 potentially dilutive common shares were excluded from the weighted average common shares outstanding for

diluted net change in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive.

7— COMMITMENTS AND CONTINGENCIES

the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio

company at some future date or over a specified period of time.

As of December 31, 2022 and December 31, 2021, the Company had $ 1,330,000

and $ 1,330,000 , respectively, in non-binding investment agreements that required it to make a future investment in a portfolio company.

time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating

to the enforcement of its rights under contracts with its portfolio companies.

While the outcome of these legal proceedings cannot be

predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial

condition or results of operations.

The Company is not currently a party to any material legal proceedings.

Operating Leases & Related Deposits

The Company currently has one operating lease for office space for which the Company has recorded a right-of-use asset and lease liability for the operating lease obligation.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

Leases & Related Deposits

Company currently has one operating lease for office space for which the Company has recorded a right-of-use asset and lease liability

for the operating lease obligation.

The lease commenced June 3, 2019 and expires July 31, 2024 .

The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the lease.

As of December 31, 2021 and December 31, 2020, the Company booked a right of use asset and operating lease liability of $470,508 and $633,736, respectively, on the Consolidated Statement of Assets and Liabilities.

As of December 31, 2021 and December 31, 2020, the Company recorded a security deposit of $16,574 and $16,574, respectively, on the Consolidated Statement of Assets and Liabilities.

For the years ended December 31, 2021 and 2020, the Company incurred $186,738 and $180,254, respectively, of operating lease expense.

The amounts reflected on the Consolidated Statement of Assets and Liabilities have been discounted using the rate implicit in the lease.

As of December 31, 2021, the remaining lease term was 2.6 years and the discount rate was 3.00%.

The following table shows future minimum payments under the Company's operating lease as of December 31, 2021:

For the Years Ended December 31, Amount

SURO CAPITAL CORP.

The lease expense is presented as a single

lease cost that is amortized on a straight-line basis over the life of the lease.

of December 31, 2022 and December 31, 2021, the Company booked a right-of-use asset and operating lease liability of $ 288,268 and $ 470,508 ,

respectively, on the Consolidated Statement of Assets and Liabilities.

As of December 31, 2022 and December 31, 2021, the Company recorded

a security deposit of $ 16,574 and $ 16,574 , respectively, on the Consolidated Statement of Assets and Liabilities.

For the years ended

December 31, 2022 and 2021, the Company incurred $ 192,176 and $ 186,738 , respectively, of operating lease expense.

The amounts reflected

on the Consolidated Statement of Assets and Liabilities have been discounted using the rate implicit in the lease.

As of December 31,

2022, the remaining lease term was 1.6 years and the discount rate was 3.00 % .

following table shows future minimum payments under the Company’s operating lease as of December 31, 2022:

OF FUTURE MINIMUM PAYMENTS OF OPERATING LEASE

For the Years Ended December 31,

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 8—FINANCIAL HIGHLIGHTS

TO CONSOLIDATED FINANCIAL STATEMENTS

8— FINANCIAL HIGHLIGHTS

OF FINANCIAL HIGHLIGHTS

Year Ended December 31,

2021 2020 2019 2018 2017

Per Basic Share Data

1 unchanged sentence

Net investment loss (1)

(0.38) (0.81) (0.49) (0.37) (0.95)

Net realized gain/(loss) on investments (1)

8.46 0.92 0.99 (0.36) 0.04

Realized loss on partial repurchase of 5.25% Convertible Senior Notes due 2018 (1)

— — — (0.02) —

Net change in unrealized appreciation/(depreciation) of investments (1)

(2.39) 3.78 0.69 0.47 1.59

Benefit from taxes on unrealized depreciation of investments (1)

— — 0.05 0.33 0.13

Dividends declared

2 unchanged sentences

Issuance of common stock from conversion of 4.75% Convertible Notes due 2023 (1)

(1.91) (0.11) — — —

Repurchase of common stock (1)

— 0.43 0.52 0.20 0.18

Stock-based compensation (1)

0.05 0.12 0.05 — —

Net asset value at end of year

1 unchanged sentence

Total return based on market value (2)

60.05 % 99.85 % 31.61 % (4.22) % 8.35 %

Total return based on net asset value (2)

30.25 % 33.04 % 15.08 % 2.59 % 11.32 %

Shares outstanding at end of year

1 unchanged sentence

Net assets at end of year

$ 210,020,702

$ 364,846,624

$ 301,583,073

$ 199,917,289

$ 195,378,159

Average net assets

Ratio of gross operating expenses to average net assets (3)

$ 310,086,061

$ 396,209,139

$ 205,430,809

$ 209,261,190

$ 208,678,731

Ratio of gross operating expenses to average net assets (3)

Ratio of incentive fee waiver to average net assets

2 unchanged sentences

Ratio of net operating expenses to average net assets (3)

2.88 % 7.95 % 5.66 % 1.04 % 9.51 %

Ratio of net investment loss to average net assets (3)

(2.51) % (7.07) % (4.52) % (3.66) % (10.47) %

Portfolio Turnover Ratio

__________________

(1) Based on weighted-average number of shares outstanding for the relevant period.

(2) Total return based on market value is based upon the change in market price per share between the opening and ending market values per share in the period, adjusted for dividends and equity issuances.

Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in the period, adjusted for dividends and equity issuances.

(3) For the year ended December 31, 2021, the Company excluded $100,274 of non-recurring expenses.

on weighted-average number of shares outstanding for the relevant period.

return based on market value is based upon the change in market price per share between the opening and ending market values per

share in the period, adjusted for dividends and equity issuances.

Total return based on net asset value is based upon the change

in net asset value per share between the opening and ending net asset values per share in the period, adjusted for dividends and

equity issuances.

the year ended December 31, 2021, the Company excluded $ 100,274 of non-recurring expenses.

For the year ended December 31, 2020, the Company excluded $ 1,962,431 of non-recurring expenses.

1 unchanged sentence

For the year ended December 31, 2018, the Company excluded $ 352,667 of non-recurring expenses.

Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary from these ratios.

SURO CAPITAL CORP.

Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary

from these ratios.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 9—INCOME TAXES

The Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2014, has qualified to be treated as a RIC for subsequent taxable years.

The Company intends to continue to operate so as to qualify to be subject to tax treatment as a RIC under Subchapter M of the Code and, as such, will not be subject to U.S.

federal income tax on the portion of taxable income (including gains) distributed as dividends for U.S.

TO CONSOLIDATED FINANCIAL STATEMENTS

9— INCOME TAXES

Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2014 and has

qualified to be treated as a RIC for subsequent taxable years.

The Company intends to continue to operate so as to qualify to be subject

to tax treatment as a RIC under Subchapter M of the Code and, as such, will not be subject to U.S.

federal income tax on the portion

of taxable income (including gains) distributed as dividends for U.S.

federal income tax purposes to stockholders.

Taxable income includes the Company’s taxable interest, dividend and fee income, reduced by certain deductions, as well as taxable net realized investment gains.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are not included in taxable income until they are realized.

To qualify and be subject to tax as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing dividends of an amount generally at least equal to 90% of its investment company taxable income, as defined by the Code and determined without regard to any deduction for distributions paid, to its stockholders.

The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company.

To the extent that the Company’s earnings fall below the amount of dividend distributions declared, however, a portion of the total amount of the Company’s distributions for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.

During the year ended December 31, 2021, the Company declared distributions of $8.00 per share.

The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s taxable year generally based upon its taxable income for the full taxable year and distributions paid for the full taxable year.

As a result, a determination made on a by-dividend basis may not be representative of the actual tax attributes of the Company’s distributions for a full taxable year.

If the Company had determined the tax attributes of our distributions taxable year-to-date as of December 31, 2021, 100% would be from net realized investment gains.

However, there can be no certainty to stockholders that this determination is representative of what the actual tax attributes of the Company’s fiscal year of 2021 distributions to stockholders will be.

As a RIC, the Company will be subject to a 4% nondeductible U.S.

federal excise tax on certain undistributed income unless the Company makes distributions treated as dividends for U.S.

federal income tax purposes in a timely manner to its stockholders in respect of each calendar year of an amount at least equal to the sum of (1) 98% of our ordinary income (taking into account certain deferrals and elections) for each calendar year, (2) 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the 1-year period ending October 31 of each such calendar year and (3) any ordinary income and net capital gains for preceding years, but not distributed during such years and on which the Company paid no U.S.

Taxable income includes

the Company’s taxable interest, dividend and fee income, reduced by certain deductions, as well as taxable net realized investment

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in

the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are

not included in taxable income until they are realized.

qualify and be subject to tax as a RIC, the Company is required to meet certain income and asset diversification tests in addition to

distributing dividends of an amount generally at least equal to 90 % of its investment company taxable income, as defined by the Code

and determined without regard to any deduction for distributions paid, to its stockholders.

The amount to be paid out as a distribution

is determined by the Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company.

To the extent that the Company’s earnings fall below the amount of dividend distributions declared, however, a portion of the total

amount of the Company’s distributions for the fiscal year may be deemed a return of capital for tax purposes to the Company’s

stockholders.

the year ended December 31, 2022, the Company declared distributions of $ 0.11 per share.

The determination of the tax attributes of the

Company’s distributions is made annually as of the end of the Company’s taxable year generally based upon its taxable income

for the full taxable year and distributions paid for the full taxable year.

As a result, a determination made on a by-dividend basis

may not be representative of the actual tax attributes of the Company’s distributions for a full taxable year.

If the Company had

determined the tax attributes of our distributions taxable year-to-date as of December 31, 2022, 100 % would be from net realized investment

However, there can be no certainty to stockholders that this determination is representative of what the actual tax attributes

of the Company’s fiscal year of 2022 distributions to stockholders will be.

a RIC, the Company will be subject to a 4 % nondeductible U.S.

federal excise tax on certain undistributed income unless the Company makes

distributions treated as dividends for U.S.

federal income tax purposes in a timely manner to its stockholders in respect of each calendar

year of an amount at least equal to the sum of (1) 98% of our ordinary income (taking into account certain deferrals and elections) for

each calendar year, (2) 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the 1-year period ending October

31 of each such calendar year and (3) any ordinary income and net capital gains for preceding years, but not distributed during such

years and on which the Company paid no U.S.

federal income tax .

The Company will not be subject to this excise tax on any amount on which the Company incurred U.S.

The Company will not be subject to this excise tax on any amount on which

the Company incurred U.S.

federal corporate income tax (such as the tax imposed on a RIC’s retained net capital gains).

Depending on the level of taxable income earned in a taxable year, the Company may choose to carry over taxable income in excess of current taxable year distributions from such taxable income into the next taxable year and incur a 4% excise tax on such taxable income, as required.

The maximum amount of excess taxable income that may be carried over for distribution in the next taxable year under the Code is the total amount of distributions paid in the following taxable year, subject to certain declaration and payment guidelines.

To the extent the Company chooses to carry over taxable income into the next taxable year, distributions declared and paid by the Company in a taxable year may differ from the Company’s taxable income for that taxable year as such distributions may include the distribution of current taxable year taxable income, the distribution of prior taxable year taxable income carried over into and distributed in the current taxable year, or returns of capital.

The Company has taxable subsidiaries which hold certain portfolio investments in an effort to limit potential legal liability and/or comply with source-income type requirements contained in the RIC tax provisions of the Code.

These taxable subsidiaries are consolidated for U.S.

GAAP and the portfolio investments held by the taxable subsidiaries are included in the Company’s consolidated financial statements and are recorded at fair value.

These taxable subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities as a

SURO CAPITAL CORP.

on the level of taxable income earned in a taxable year, the Company may choose to carry over taxable income in excess of current taxable

year distributions from such taxable income into the next taxable year and incur a 4 % excise tax on such taxable income, as required.

The maximum amount of excess taxable income that may be carried over for distribution in the next taxable year under the Code is the

total amount of distributions paid in the following taxable year, subject to certain declaration and payment guidelines.

To the extent

the Company chooses to carry over taxable income into the next taxable year, distributions declared and paid by the Company in a taxable

year may differ from the Company’s taxable income for that taxable year as such distributions may include the distribution of current

taxable year taxable income, the distribution of prior taxable year taxable income carried over into and distributed in the current taxable

year, or returns of capital.

Company has taxable subsidiaries which hold certain portfolio investments in an effort to limit potential legal liability and/or comply

with source-income type requirements contained in the RIC tax provisions of the Code.

These taxable subsidiaries are consolidated for

GAAP and the portfolio investments held by the taxable subsidiaries are included in the Company’s consolidated financial statements

and are recorded at fair value.

These taxable subsidiaries are not consolidated with the Company for income tax purposes and may generate

income tax expense, or benefit, and tax assets and liabilities as a result of their ownership of certain portfolio investments.

generated by these taxable subsidiaries generally would be subject to tax at normal corporate tax rates based on its taxable income.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

result of their ownership of certain portfolio investments.

Any income generated by these taxable subsidiaries generally would be subject to tax at normal corporate tax rates based on its taxable income.

The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that it may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S.

TO CONSOLIDATED FINANCIAL STATEMENTS

Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that it

may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose to

carry forward taxable income for distribution in the following year and pay any applicable U.S.

federal excise tax.

As of December 31, 2021 and December 31, 2020, the Company recorded a deferred tax liability of $0.

The Company is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.

federal and state income tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences may be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law.

The amount of such limitations, if any, has not been determined.

Accordingly, the amount of such tax attributes available to offset future profits may be significantly less than the actual amounts of the tax attributes.

The Company and the Taxable Subsidiaries identified their major tax jurisdictions as U.S.

federal and California and may be subject to the taxing authorities’ examination for the tax years 2018–2021 and 2017–2021, respectively.

Further, the Company and the Taxable Subsidiaries accrue all interest and penalties related to uncertain tax positions as incurred.

As of December 31, 2021, there were no material interest or penalties incurred related to uncertain tax positions.

Permanent differences between ICTI and net investment income for financial reporting purposes are reclassified among capital accounts in the consolidated financial statements to reflect their tax character.

Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

During the years ended December 31, 2021 and 2020, the Company reclassified for book purposes amounts arising from permanent book/tax differences related as follows:

of December 31, 2022 and December 31, 2021, the Company recorded a deferred tax liability of $ 0 .

The Company is required to include net

deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition

of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are not included

in taxable income until they are realized.

federal and state income tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences

may be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law.

of such limitations, if any, has not been determined.

Accordingly, the amount of such tax attributes available to offset future profits

may be significantly less than the actual amounts of the tax attributes.

Company and the Taxable Subsidiaries identified their major tax jurisdictions as U.S.

federal, New York, and California and may be subject

to the taxing authorities’ examination for the tax years 2019–2022 and 2018–2022, respectively.

Further, the Company

and the Taxable Subsidiaries accrue all interest and penalties related to uncertain tax positions as incurred.

As of December 31, 2022,

there were no material interest or penalties incurred related to uncertain tax positions.

differences between ICTI and net investment income for financial reporting purposes are reclassified among capital accounts in the consolidated

financial statements to reflect their tax character.

Differences in classification may also result from the treatment of short-term gains

as ordinary income for tax purposes.

During the years ended December 31, 2022 and 2021, the Company reclassified for book purposes amounts

arising from permanent book/tax differences related as follows:

RECLASSIFICATION OF BOOK/TAX DIFFERENCES

Year Ended December 31,

Capital in excess of par value

$ ( 14,709,928 )

$ ( 9,931,831 )

Accumulated undistributed net investment loss

Accumulated net realized gains from investments

For income tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital, long term capital gains or a combination thereof.

( 1,924,792 )

income tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital, long term capital gains or

a combination thereof.

The tax character of distributions declared in the years ended December 31, 2022, 2021, and 2020 was as follows:

SCHEDULE OF TAX

CHARACTER OF DISTRIBUTIONS

Year Ended December 31,

2021 2020 2019

Ordinary income

2 unchanged sentences

Distributions on a tax basis

For federal income tax purposes, the tax cost of investments owned at December 31, 2021 and 2020, was $201,067,636 and $309,978,186, respectively.

The gross unrealized appreciation and gross unrealized depreciation on investments owned at December 31, 2021 was $123,319,904 and $65,056,699, respectively, and on investments owned at December 31, 2020 was $175,168,002 and $54,366,414, respectively.

The net unrealized appreciation/(depreciation) on investments owned at December 31, 2021 and 2020, was $58,263,205 and $120,801,588, respectively.

SURO CAPITAL CORP.

federal income tax purposes, the tax cost of investments owned at December 31, 2022 and 2021, was $ 294,674,345 and $ 201,067,636 , respectively.

The gross unrealized appreciation and gross unrealized depreciation on investments owned at December 31, 2022 was $ 56,250,562 and $ 108,679,513 ,

respectively, and on investments owned at December 31, 2021 was $ 123,319,904 and $ 65,056,699 , respectively.

The net unrealized appreciation/(depreciation)

on investments owned at December 31, 2022 and 2021, was $ ( 52,428,951 ) and $ 58,263,205 , respectively.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

At December 31, 2021 and 2020, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Consolidated Statements of Assets and Liabilities by temporary and other book/tax differences, primarily relating to the tax treatment of certain investments in partnerships and wholly-owned subsidiary corporations, and organizational expenses, as follows:

TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected

in the Company’s Consolidated Statements of Assets and Liabilities by temporary and other book/tax differences, primarily relating

to the tax treatment of certain investments in partnerships and wholly-owned subsidiary corporations, and organizational expenses, as

SCHEDULE OF COMPONENTS

OF DISTRIBUTED EARNINGS ON A TAX BASIS

Year Ended December 31,

Undistributed ordinary income $ (35,883,906) $ —

Undistributed ordinary income/(loss)

$ ( 45,822,672 )

$ ( 35,883,906 )

Accumulated net realized gains/(losses) on investments

Unrealized appreciation 58,263,205 120,801,588

( 3,901,291 )

Unrealized appreciation/(depreciation)

( 52,428,951 )

Components of distributable earnings at year end

NOTE 10—DEBT CAPITAL ACTIVITIES

$ ( 102,152,914 )

10— DEBT CAPITAL ACTIVITIES

Notes due 2026

On December 17, 2021, the Company issued $70.0 million aggregate principal amount of its 6.00% Notes due 2026 (the "6.00% Notes due 2026"), pursuant to an Indenture, dated as of March 28, 2018 (the "Base Indenture"), between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), as trustee (the "Trustee"), as supplemented by a second supplemental indenture, dated as of December 17, 2021 (together with the Base Indenture, the "Indenture"), between the Company and the Trustee.

On December 21, 2021, the Company issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026 pursuant to an overallotment option.

The 6.00% Notes due 2026 bear interest at a fixed rate of 6.00% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022.

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

The Company has 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 outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest.

The 6.00% Notes due 2026 are direct unsecured obligations of the Company and rank pari passu , or equal in right of payment, with all outstanding and future unsecured, unsubordinated indebtedness of the Company;

senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the 6.00% Notes due 2026;

effectively subordinated to any of the Company’s future secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company subsequently grants a security interest), to the extent of the value of the assets securing such indebtedness (provided, however, that the Company has agreed under the Indenture to not incur any secured or unsecured indebtedness that would be senior to the 6.00% Notes due 2026 while the 6.00% Notes due 2026 are outstanding, subject to certain exceptions);

and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.

The 6.00% Notes due 2026 are listed for trading on the Nasdaq Global Select Market under the symbol “SSSSL”.

The reported closing market price of SSSSL on December 31, 2021 was $25.68 per note.

As of December 31, 2021, the fair value of the 6.00% Notes due 2026 was $77.0 million.

They are classified as Level 1 of the fair value hierarchy (Refer to “Note 2-Significant Accounting Policies”).

As of December 31, 2021, the Company was in compliance with the terms of the Indenture.

SURO CAPITAL CORP.

December 17, 2021, the Company issued $ 70.0 million aggregate principal amount of its 6.00% Notes due 2026 (the “6.00% Notes due

2026”), pursuant to an Indenture, dated as of March 28, 2018 (the “Base Indenture”), between the Company and U.S.

Trust Company, National Association (as successor in interest to U.S.

Bank National Association), as trustee (the “Trustee”),

as supplemented by a second supplemental indenture, dated as of December 17, 2021 (together with the Base Indenture, the “Indenture”),

between the Company and the Trustee.

On December 21, 2021, the Company issued an additional $ 5.0 million aggregate principal amount of

6.00% Notes due 2026 pursuant to an overallotment option.

The 6.00% Notes due 2026 bear interest at a fixed rate of 6.00 % per year, payable

quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022.

The 6.00% Notes

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

The Company has 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 outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest.

6.00% Notes due 2026 are direct unsecured obligations of the Company and rank pari passu , or equal in right of payment, with all

outstanding and future unsecured, unsubordinated indebtedness of the Company;

senior to any of the Company’s future indebtedness

that expressly provides it is subordinated to the 6.00% Notes due 2026;

effectively subordinated to any of the Company’s future

secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company subsequently grants a security

interest), to the extent of the value of the assets securing such indebtedness (provided, however, that the Company has agreed under

the Indenture to not incur any secured or unsecured indebtedness that would be senior to the 6.00% Notes due 2026 while the 6.00% Notes

due 2026 are outstanding, subject to certain exceptions);

and structurally subordinated to all existing and future indebtedness and other

obligations of any of the Company’s subsidiaries.

6.00% Notes due 2026 are listed for trading on the Nasdaq Global Select Market under the symbol “SSSSL”.

The reported closing

market price of SSSSL on December 31, 2022 and December 31, 2021 was $ 23.51 and $ 25.68 per note, respectively.

As of December 31, 2022

and December 31, 2021, the fair value of the 6.00% Notes due 2026 was $ 70.5 million and $ 77.0 million, respectively.

The 6.00% Notes

due 2026 are classified as Level 1 of the fair value hierarchy (Refer to “Note 2 — Significant Accounting Policies”).

As of December 31, 2022 and December 31, 2021, the Company was in compliance with the terms of the Indenture.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

TO CONSOLIDATED FINANCIAL STATEMENTS

Convertible Senior Notes due 2023

On March 28, 2018, the Company issued $40.0 million aggregate principal amount of convertible senior notes, 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.

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

The Company did not have the right to redeem the 4.75% Convertible Senior Notes due 2023 prior to March 27, 2021.

On or after March 27, 2021, the Company could redeem the 4.75% Convertible Senior Notes due 2023 for cash, in whole or from time to time in part, at the Company’s option if (i) the closing sale price of the Company’s common stock for at least 15 trading days (whether or not consecutive) during the period of any 20 consecutive trading days was greater than or equal to 150% of the conversion price on each applicable trading day, (ii) no public announcement of a pending, proposed or intended fundamental change had occurred which had not been abandoned, terminated or consummated, and (iii) no event of default under the indenture governing the 4.75% Convertible Senior Notes due 2023, and no event that with the passage of time or giving of notice would constitute an event of default under such indenture, had occurred or existed.

All of these conditions were met and on February 19, 2021, the Company caused notices to be issued to the holders of the 4.75% Convertible Senior Notes due 2023 regarding the Company’s exercise of its option to redeem, in whole, the issued and outstanding 4.75% Convertible Senior Notes due 2023, pursuant to the governing indenture.

The Company established March 29, 2021 as the date on which all of the 4.75% Convertible Senior Notes due 2023 would be redeemed (the “Redemption Date”), at 100% of their principal amount ($1,000 per convertible note), plus the accrued and unpaid interest thereon from September 30, 2020, through, but excluding, the Redemption Date.

Holders of the 4.75% Convertible Senior Notes due 2023 had the option to surrender their 4.75% Convertible Senior Notes due 2023 for conversion into shares of the Company’s common stock at the then existing conversion rate, in lieu of receiving cash, at any time prior to the close of business on the business day immediately preceding the Redemption Date.

On the Redemption Date, 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.

Due to the election of certain holders to surrender their 4.75% Convertible Senior Notes due 2023 for conversion into shares of the Company’s common stock prior to the Redemption Date, the Company issued a total of 4,272,696 shares since the 4.75% Convertible Senior Notes due 2023 were initially issued.

As result of such redemption and conversions, the 4.75% Convertible Senior Notes due 2023 were no longer outstanding as of the Redemption Date.

The initial conversion rate for the 4.75% Convertible Senior Notes due 2023 was 93.2836 shares of the Company’s common stock for each $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023, which represented an initial conversion price of approximately $10.72 per share.

As a result of the Company’s Modified Dutch Auction Tender Offer and cash dividends, the conversion rate for the 4.75% Convertible Senior Notes due 2023 had changed to 108.0505 shares of the Company’s common stock for each $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023, which represented a conversion price of approximately $9.25 per share.

The indenture governing the 4.75% Convertible Senior Notes due 2023 contained customary financial reporting requirements and contained certain restrictions on mergers, consolidations, and asset sales.

The indenture also contained certain events of default, the occurrence of which could have caused the 4.75% Convertible Senior Notes due 2023 to become due and payable before their maturity or immediately.

For 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.

SURO CAPITAL CORP.

March 28, 2018, the Company issued $ 40.0 million aggregate principal amount of convertible senior notes, 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 .

The 4.75% Convertible Senior Notes due 2023 had a maturity date of March 28, 2023 (the “4.75% Convertible Senior Notes due 2023”),

unless previously repurchased or converted in accordance with their terms.

The Company did not have the right to redeem the 4.75% Convertible

Senior Notes due 2023 prior to March 27, 2021.

On or after March 27, 2021, the Company could redeem the 4.75% Convertible Senior Notes

due 2023 for cash, in whole or in part, from time to time, at the Company’s option if (i) the closing sale price of the Company’s

common stock for at least 15 trading days (whether or not consecutive) during the period of any 20 consecutive trading days was greater

than or equal to 150% of the conversion price on each applicable trading day, (ii) no public announcement of a pending, proposed or intended

fundamental change had occurred which had not been abandoned, terminated or consummated, and (iii) no event of default under the indenture

governing the 4.75% Convertible Senior Notes due 2023, and no event that with the passage of time or giving of notice would constitute

an event of default under such indenture, had occurred or existed.

of these conditions were met and on February 19, 2021, the Company caused notices to be issued to the holders of the 4.75% Convertible

Senior Notes due 2023 regarding the Company’s exercise of its option to redeem, in whole, the issued and outstanding 4.75% Convertible

Senior Notes due 2023, pursuant to the governing indenture.

The Company established March 29, 2021 as the date on which all of the 4.75%

Convertible Senior Notes due 2023 would be redeemed (the “Redemption Date”), at 100% of their principal amount ($ 1,000 per

convertible note), plus the accrued and unpaid interest thereon from September 30, 2020, through, but excluding, the Redemption Date.

Holders of the 4.75% Convertible Senior Notes due 2023 had the option to surrender their 4.75% Convertible Senior Notes due 2023 for

conversion into shares of the Company’s common stock at the then existing conversion rate, in lieu of receiving cash, at any time

prior to the close of business on the business day immediately preceding the Redemption Date.

the Redemption Date, 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.

to the election of certain holders to surrender their 4.75% Convertible Senior Notes due 2023 for conversion into shares of the Company’s

common stock prior to the Redemption Date, the Company issued a total of 4,272,696 shares since the 4.75% Convertible Senior Notes due

2023 were initially issued.

As result of such redemption and conversions, the 4.75% Convertible Senior Notes due 2023 were no longer

outstanding as of the Redemption Date.

initial conversion rate for the 4.75% Convertible Senior Notes due 2023 was 93.2836 shares of the Company’s common stock for each

$ 1,000 principal amount of the 4.75% Convertible Senior Notes due 2023, which represented an initial conversion price of approximately

$ 10.72 per share.

As a result of the Company’s Modified Dutch Auction Tender Offer and cash dividends, the conversion rate for

the 4.75% Convertible Senior Notes due 2023 changed to 108.0505 shares of the Company’s common stock for each $ 1,000 principal

amount of the 4.75% Convertible Senior Notes due 2023, which represented a conversion price of approximately $ 9.25 per share.

indenture governing the 4.75% Convertible Senior Notes due 2023 contained customary financial reporting requirements and contained certain

restrictions on mergers, consolidations, and asset sales.

The indenture also contained certain events of default, the occurrence of which

could have caused the 4.75% Convertible Senior Notes due 2023 to become due and payable before their maturity or immediately.

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.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TO CONSOLIDATED FINANCIAL STATEMENTS

table below shows a reconciliation from the aggregate principal amount of 4.75% Convertible Senior Notes due 2023 to the balance shown

on the Consolidated Statement of Assets and Liabilities.

December 31, 2022

The table below shows a reconciliation from the aggregate principal amount of 4.75% Convertible Senior Notes due 2023 to the balance shown on the Consolidated Statement of Assets and Liabilities.

December 31, 2021 December 31, 2020

December 31, 2021

Initial aggregate principal amount of 4.75% Convertible Senior Notes due 2023

Conversion of 4.75% Convertible Senior Notes due 2023

( 37,925,000 )

Redemption of 4.75% Convertible Senior Notes due 2023

1 unchanged sentence

4.75% Convertible Senior Notes due 2023 Payable

The 4.75% Convertible Senior Notes due 2023 were the Company’s general, unsecured, senior obligations and ranked senior in right of payment to any future indebtedness that was expressly subordinated in right of payment to the 4.75% Convertible Senior Notes due 2023, equal in right of payment to any existing and future unsecured indebtedness that was not so subordinated to the 4.75% Convertible Senior Notes due 2023, effectively junior to any future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all future indebtedness (including trade payables) incurred by the Company’s subsidiaries.

In connection with the issuance of the 4.75% Convertible Senior Notes due 2023, the Company was required under the terms of the Credit Facility (defined below) to deposit any proceeds from the 4.75% Convertible Senior Notes due 2023 offering into an account at Western Alliance Bank and was required to maintain at least $65.0 million (or such lesser amount to the extent such funds are used to repay or repurchase a portion of the outstanding 5.25% Convertible Senior Notes due 2018 prior to their maturity and repayment in full) in an account at Western Alliance Bank until such time as the 5.25% Convertible Senior Notes due 2018 were repaid in full.

The 5.25% Convertible Senior Notes due 2018 matured on September 15, 2018, at which time the Company repaid the remaining outstanding aggregate principal amount of the 5.25% Convertible Senior Notes due 2018, including accrued but unpaid interest.

In addition, the Credit Facility matured on May 31, 2019.

4.75% Convertible Senior Notes due 2023 were the Company’s general, unsecured, senior obligations and ranked senior in right of

payment to any future indebtedness that was expressly subordinated in right of payment to the 4.75% Convertible Senior Notes due 2023,

equal in right of payment to any existing and future unsecured indebtedness that was not so subordinated to the 4.75% Convertible Senior

Notes due 2023, effectively junior to any future secured indebtedness to the extent of the value of the assets securing such indebtedness,

and structurally junior to all future indebtedness (including trade payables) incurred by the Company’s subsidiaries.

connection with the issuance of the 4.75% Convertible Senior Notes due 2023, the Company was required under the terms of its credit facility

with Western Alliance Bank (the “Credit Facility”) to deposit any proceeds from the 4.75% Convertible Senior Notes due 2023

offering into an account at Western Alliance Bank and was required to maintain at least $ 65.0 million (or such lesser amount to the extent

such funds are used to repay or repurchase a portion of the outstanding 5.25% Convertible Senior Notes due 2018 prior to their maturity

and repayment in full) in an account at Western Alliance Bank until such time as the 5.25% Convertible Senior Notes due 2018 were repaid

The 5.25% Convertible Senior Notes due 2018 matured on September 15, 2018 , at which time the Company repaid the remaining outstanding

aggregate principal amount of the 5.25% Convertible Senior Notes due 2018, including accrued but unpaid interest.

In addition, the Credit

Facility with Western Alliance Bank matured on May 31, 2019 .

As a result, the company is no longer subject to such requirements.

Western Alliance Bank Credit Facility

The Credit Facility (defined below) matured on May 31, 2019 and was no longer outstanding as of such date.

There were no borrowings by the Company from the Credit Facility during the year ended December 31, 2021 and the year ended December 31, 2020.

The Company entered into a Loan and Security Agreement, effective May 31, 2017 and amended on March 22, 2018 (the “Loan Agreement”), with Western Alliance Bank, pursuant to which Western Alliance Bank agreed to provide the Company with a $12.0 million senior secured revolving credit facility (the “Credit Facility”).

The Credit Facility matured on May 31, 2019 and bore interest at a per annum rate equal to the prime rate plus 3.50%.

In addition, a facility fee of $60,000 was charged upon closing of the Credit Facility, and the Loan Agreement required payment of a fee for unused amounts during the revolving period in an amount equal to 0.50% per annum of the average unused portion of the Credit Facility payable quarterly in arrears.

Under the Loan Agreement, the Company made certain customary representations and warranties and was required to comply with various affirmative and negative covenants, reporting requirements, and other customary requirements for similar credit facilities, including, without limitation, restrictions on incurring additional indebtedness (with unsecured longer-term indebtedness limited to $70.0 million in the aggregate), compliance with the asset coverage requirements under the 1940 Act, a minimum net asset value requirement of at least the greater of $60.0 million or five times the amount of the Credit Facility, a limitation on the Company’s net asset value being reduced by more than 15% of its net asset value at December 31, 2016, and maintenance of RIC and BDC status.

The Loan Agreement included usual and customary events of default for credit facilities of this nature, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to certain other indebtedness, bankruptcy, the cessation of the Investment Advisory Agreement, and the occurrence of a material adverse effect.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

The Credit Facility was secured by substantially all of the Company’s property and assets.

As of December 31, 2021 and December 31, 2020, the Company had no borrowings outstanding under the Credit Facility, as the Credit Facility matured on May 31, 2019.

NOTE 11—STOCK-BASED COMPENSATION

11— STOCK-BASED COMPENSATION

Equity Incentive Plan

On June 5, 2019, our Board of Directors adopted, and our stockholders approved, an equity-based incentive plan (the "2019 Equity Incentive Plan”), which authorized equity awards to be granted for up to 1,976,264 shares of our common stock.

Under the 2019 Equity Incentive Plan, the exercise price of awards would be set on the grant date and could not be less than the fair market value per share on such date, however, that in the case of an incentive stock option granted to an employee who, at the time of the grant of such option, owned stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or the Company’s present or future parent or subsidiary corporations, as defined in Section 424(e) or (f) of the Code, or other Affiliates the employees of which were eligible to receive incentive stock options under the Code (the “10% Shareholders”), the exercise price per share would be no less than one hundred ten percent (110%) of the fair market value per share on the date of grant.

The fair market value would be the closing price of the shares on the Nasdaq Global Select Market on the date of grant.

On July 17, 2019, stock options providing the right to purchase up to 1,165,000 shares were granted under the 2019 Equity Incentive Plan with an exercise price equal to the market price of our common stock at the grant date.

These stock options had a vesting period of 3 years with 1/3 vesting immediately on the grant date, 1/3 vesting on July 17, 2020, and the remaining 1/3 vesting on July 17, 2021.

Cancellation of Stock Option Awards Under 2019 Equity Incentive Plan

On April 28, 2020, all stock option awards granted under the 2019 Equity Incentive Plan were canceled for no payment pursuant to an option cancellation agreement (the "Option Cancellation Agreement").

As a result, there are no stock option awards outstanding under the 2019 Equity Incentive Plan.

In accordance with FASB ASC 718, Compensation – Stock Compensation ("ASC 718") all unrecognized compensation cost related to still unvested shares was recognized as of the date of cancellation.

For more information, including a description of the Option Cancellation Agreement, please refer to our current report on Form 8-K filed with the SEC on April 29, 2020.

Such description of the Option Cancellation Agreement is qualified in its entirety by reference to the text of such Option Cancellation Agreement filed as Exhibit 10.3 to our quarterly report on Form 10-Q for the period ended March 31, 2020 filed with the SEC on May 8, 2020.

The Company follows ASC 718 to account for stock options granted.

Under ASC 718, compensation expense associated with stock-based compensation is measured at the grant date based on the fair value of the award and is recognized over the vesting period.

Determining the appropriate fair value model and calculating the fair value of stock-based awards at the grant date requires judgment, including estimating stock price volatility, forfeiture rate, and expected option life.

The time-based options granted on July 17, 2019 were ascribed a weighted-average fair value of $2.57 per share.

The fair value of options granted under the 2019 Equity Incentive Plan was based upon a Black Scholes option pricing model using the assumptions in the following table:

SURO CAPITAL CORP.

June 5, 2019, our Board of Directors adopted, and our stockholders approved, an equity-based incentive plan (the “2019 Equity Incentive

Plan”), which authorized equity awards to be granted for up to 1,976,264 shares of our common stock.

Under the 2019 Equity Incentive

Plan, the exercise price of awards would be set on the grant date and could not be less than the fair market value per share on such

date, however, that in the case of an incentive stock option granted to an employee who, at the time of the grant of such option, owned

stock representing more than ten percent ( 10 %) of the voting power of all classes of stock of the Company or the Company’s present

or future parent or subsidiary corporations, as defined in Section 424(e) or (f) of the Code, or other Affiliates the employees of which

were eligible to receive incentive stock options under the Code (the “10% Shareholders”), the exercise price per share would

be no less than one hundred ten percent (110%) of the fair market value per share on the date of grant.

The fair market value would be

the closing price of the shares on Nasdaq on the date of grant.

July 17, 2019, stock options providing the right to purchase up to 1,165,000 shares were granted under the 2019 Equity Incentive Plan

with an exercise price equal to the market price of our common stock at the grant date.

These stock options had a vesting period of 3

years with 1/3 vesting immediately on the grant date, 1/3 vesting on July 17, 2020, and the remaining 1/3 vesting on July 17, 2021.

of Stock Option Awards Under 2019 Equity Incentive Plan

April 28, 2020, all stock option awards granted under the 2019 Equity Incentive Plan were canceled for no payment pursuant to an option

cancellation agreement (the “Option Cancellation Agreement”).

As a result, there are no stock option awards outstanding under

the 2019 Equity Incentive Plan.

In accordance with FASB ASC 718, Compensation – Stock Compensation (“ASC 718”)

all unrecognized compensation cost related to still unvested shares was recognized as of the date of cancellation.

For more information,

including a description of the Option Cancellation Agreement, please refer to our current report on Form 8-K filed with the SEC on April

Such description of the Option Cancellation Agreement is qualified in its entirety by reference to the text of such Option

Cancellation Agreement filed as Exhibit 10.3 to our quarterly report on Form 10-Q for the period ended March 31, 2020 filed with the

SEC on May 8, 2020.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Input Assumptions As of July 17, 2019 Grant Date

Term (years) 5.55

Volatility 39.47%

TO CONSOLIDATED FINANCIAL STATEMENTS

Company follows ASC 718 to account for stock options granted.

Under ASC 718, compensation expense associated with stock-based compensation

is measured at the grant date based on the fair value of the award and is recognized over the vesting period.

Determining the appropriate

fair value model and calculating the fair value of stock-based awards at the grant date requires judgment, including estimating stock

price volatility, forfeiture rate, and expected option life.

The time-based options granted on July 17, 2019 were ascribed a weighted-average

fair value of $ 2.57 per share.

The fair value of options granted under the 2019 Equity Incentive Plan was based upon a Black Scholes

option pricing model using the assumptions in the following table:

SCHEDULE OF STOCK OPTIONS,

VALUATION ASSUMPTIONS

Input Assumptions

As of July 17, 2019 Grant Date

Risk-free rate

Dividend yield

Number of Shares Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value

OF OPTION, ACTIVITY

Number of Shares

Weighted-Average Exercise Price

Weighted-Average Grant Date Fair Value

Outstanding as of December 31, 2019

Vested and Exercisable as of December 31, 2019

Cancelled (1,155,000) $ 6.57 $ 2.57

( 1,155,000 )

Outstanding as of December 31, 2022 and December 31, 2021

For the years ended December 31, 2021 and 2020, we recognized stock-based compensation expense of $1,306,615 and $1,962,431, respectively.

The stock-based compensation expense for the year ended December 31, 2020 related to the cancellation of all granted vested and unvested options, and the amount of cash received from the exercise of stock options in 2020 was $0.

As of December 31, 2021, there was $0 of total unrecognized compensation cost related to non-vested stock options granted under the 2019 Equity Incentive Plan, as the options were cancelled effective April 28, 2020.

Amended and Restated 2019 Equity Incentive Plan

On June 19, 2020, our Board of Directors adopted, and our stockholders approved, an amendment and restatement of the Company’s 2019 Equity Incentive Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which the Company is authorized to grant equity awards for up to 1,627,967 shares of its common stock.

In accordance with the exemptive relief granted to the Company by the SEC on June 16, 2020 with respect to the Amended & Restated 2019 Equity Incentive Plan, the Company is generally authorized to (i) issue restricted shares as part of the compensation package for certain of its employees, officers and all directors, including non-employee directors (collectively, the “Participants”), (ii) issue options to acquire shares of its common stock (“Options”) to certain employees, officers and employee directors as a part of such compensation packages, (iii) withhold shares of the Company’s common stock or purchase shares of common stock from the Participants to satisfy tax withholding obligations relating to the vesting of restricted shares or the exercise of Options granted to the certain Participants pursuant to the Amended & Restated 2019 Equity Incentive Plan, and (iv) permit the Participants to pay the exercise price of Options granted to them with shares of the Company’s common stock.

Under the Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $50,000 worth of restricted shares of common stock (based on the closing stock price of the common stock on the grant date).

Each grant of $50,000 in restricted shares will vest, in full, if the non-employee director is in continuous service as a director of the Company through the anniversary of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant).

Other than such restricted shares granted to non-employee directors, the Company’s Compensation Committee may determine the time or times at which Options and restricted shares granted to other Participants will vest or become payable or exercisable, as applicable.

The exercise price of each Option will not be less than 100% of the fair market value of the Company’s common stock on the date the option is granted.

However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s outstanding common stock (a “10% Stockholder”), will not be eligible for the grant of an incentive stock option unless the exercise price of the incentive stock option is at least 110% of the fair market value of the Company’s common stock on the date of grant.

Generally, no Option will be exercisable after the expiration of ten years from the date of grant.

In the case of an Option granted to a 10% Stockholder, the term of an incentive stock option will be for no more than five years from the date of grant.

During the year ended December 31, 2021, the Company granted 46,333 restricted shares to non-executive employees pursuant to the Amended & Restated 2019 Equity Incentive Plan.

Additionally, the Company granted 15,080 restricted shares

SURO CAPITAL CORP.

of December 31, 2022 and December 31, 2021, there was $ 0

of total unrecognized compensation cost related

to non-vested stock options granted under the 2019 Equity Incentive Plan, as the options were cancelled effective April 28, 2020.

and Restated 2019 Equity Incentive Plan

June 19, 2020, our Board of Directors adopted, and our stockholders approved, an amendment and restatement of the Company’s 2019

Equity Incentive Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which the Company is authorized to

grant equity awards for up to 1,627,967 shares of its common stock.

In accordance with the exemptive relief granted to the Company by

the SEC on June 16, 2020 with respect to the Amended & Restated 2019 Equity Incentive Plan, the Company is generally authorized to

(i) issue restricted shares as part of the compensation package for certain of its employees, officers and all directors, including non-employee

directors (collectively, the “Participants”), (ii) issue options to acquire shares of its common stock (“Options”)

to certain employees, officers and employee directors as a part of such compensation packages, (iii) withhold shares of the Company’s

common stock or purchase shares of common stock from the Participants to satisfy tax withholding obligations relating to the vesting

of restricted shares or the exercise of Options granted to the certain Participants pursuant to the Amended & Restated 2019 Equity

Incentive Plan, and (iv) permit the Participants to pay the exercise price of Options granted to them with shares of the Company’s

common stock.

the Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $ 50,000 worth of restricted

shares of common stock (based on the closing stock price of the common stock on the grant date).

Each grant of $ 50,000 in restricted

shares will vest, in full, if the non-employee director is in continuous service as a director of the Company through the anniversary

of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant).

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

to its non-employee directors pursuant to the Amended & Restated 2019 Equity Incentive Plan.

These restricted shares have a vesting period of 1 year.

The Company also granted 307,885 restricted shares to the Company's officers pursuant to the Amended & Restated 2019 Equity Incentive Plan.

TO CONSOLIDATED FINANCIAL STATEMENTS

than such restricted shares granted to non-employee directors, the Company’s Compensation Committee may determine the time or times

at which Options and restricted shares granted to other Participants will vest or become payable or exercisable, as applicable.

price of each Option will not be less than 100% of the fair market value of the Company’s common stock on the date the option is

However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s outstanding

common stock (a “10% Stockholder”), will not be eligible for the grant of an incentive stock option unless the exercise price

of the incentive stock option is at least 110% of the fair market value of the Company’s common stock on the date of grant.

no Option will be exercisable after the expiration of ten years from the date of grant.

In the case of an Option granted to a 10% Stockholder,

the term of an incentive stock option will be for no more than five years from the date of grant.

the year ended December 31, 2022, the Company granted 241,827 restricted shares to the Company’s officers pursuant to the Amended

& Restated 2019 Equity Incentive Plan.

These restricted shares have a vesting period of 3 years.

The Company determined that the fair values, based on the grant date close price of such restricted shares granted under the Amended & Restated 2019 Equity Incentive Plan during the year ended December 31, 2021 were approximately $5,008,178 in the aggregate.

On July 2, 2021, 21,760 restricted shares related to the 2020 non-employee director grants vested.

The Company expensed the full value of restricted stock compensation related to annual non-employee director grants on the vesting date.

As of December 31, 2021, there were approximately $5,564,096 of total unrecognized compensation costs related to the restricted share grants.

Compensation expense associated with the restricted shares is recognized on a quarterly basis over the respective vesting periods.

The following table summarizes the activities for the Company’s restricted share grants for the year ended December 31, 2021 under the Amended & Restated 2019 Equity Incentive Plan:

The Company determined that the

fair values, based on the grant date close price of such restricted shares granted under the Amended & Restated 2019 Equity Incentive

Plan during the year ended December 31, 2022 were approximately $ 3,599,972 in the aggregate.

On July 2, 2021, 21,760 restricted shares

related to the 2020 non-employee director grants vested.

The Company expensed the full value of restricted stock compensation related

to annual non-employee director grants on the vesting date.

On June 1, 2022, 15,080 restricted shares related to the 2021 non-employee

director grants vested.

For the years ended December 31, 2022 and 2021, we recognized stock-based compensation expense of $ 2,015,600

and $ 1,306,615 , respectively.

As of December 31, 2022

there were approximately $ 6,451,610 of

total unrecognized compensation costs related to the restricted share grants.

Compensation expense associated with the restricted

shares is recognized on a quarterly basis over the respective vesting periods.

following table summarizes the activities for the Company’s restricted share grants for the year ended December 31, 2022 under

the Amended & Restated 2019 Equity Incentive Plan:

SCHEDULE OF EQUITY INCENTIVE PLAN

Number of Restricted Shares

Outstanding as of December 31, 2021

Granted 369,298

Vested (21,760)

Outstanding as of December 31, 2022

Vested as of December 31, 2022

SURO CAPITAL CORP.

balance of vested shares as of December 31, 2022 reflects the total shares vested during

the period and has not been reduced for those vested shares forfeited at time of vest related

to net share settlement.

Amended & Restated 2019 Equity Incentive Plan provides for the concept of “net share settlement.” Specifically, it provides

that the Company is authorized to withhold the Common Stock at the time the restricted shares are vested and taxed in satisfaction of

the Participant’s tax obligations.

On June 16, 2020, the Company received exemptive relief from the SEC to permit such withholding

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 12—SUBSEQUENT EVENTS

Portfolio Activity

From January 1, 2022 through March 10, 2022, the Company exited or received proceeds from the following investments:

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

Net Proceeds Realized Gain (2)

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) Various 27,352 $ 27.76 $ 759,225 $ 212,073

Rover Group, Inc.

1/31/2022 42,744 6.52 278,497 150,725

Residential Homes for Rent, LLC (d/b/a Second Avenue) (3)

Various N/A N/A 217,257 —

TO CONSOLIDATED FINANCIAL STATEMENTS

12— SUBSEQUENT EVENTS

January 1, 2023 through March 15, 2023, the Company exited or received proceeds from the following investments:

SCHEDULE OF INVESTMENTS

Portfolio Company

Transaction Date

Average Net Share Price (1)

Realized Loss (2)

Rent the Runway, Inc.

$ ( 961,837 )

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) (5)

Residential Homes For Rent, LLC

(d/b/a Second Avenue) (6)

$ ( 1,248,457 )

(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) Subsequent to December 31, 2021, $217,257 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, $166,667 repaid a portion of the outstanding principal and $50,590 was attributed to interest.

The Company is 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 the Company.

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.

From January 1, 2022 through March 10, 2022, the Company had $1.3 million in non-binding investment agreements that required it to make a future investment in a portfolio company.

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.

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.

The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, cancellations of events and travel, significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain

SURO CAPITAL CORP.

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

loss does not include adjustments to amounts held in escrow receivable.

of January 4, 2023, SuRo Capital had sold its public common shares of Rent the Runway, Inc.

of March 8, 2023, SuRo Capital had sold its public common shares of Kahoot!

of March 15, 2023, SuRo Capital held 105,820 common shares of NewLake Capital Partners, Inc.

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

to December 31, 2022, $ 0.2 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, $ 0.2 million repaid a portion of the outstanding principal and the remaining

proceeds were attributed to interest.

January 1, 2023 through March 15, 2023, the Company made the following investments (not including capitalized transaction costs):

OF INVESTMENTS BY COMPANY

Portfolio Company

Transaction Date

Orchard Technologies, Inc.

Series 1 Senior Preferred

Represents a follow-on investment

Company is 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 the Company.

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.

From January 1, 2023 through March 15, 2023, the Company had $ 1.3 million in non-binding investment

agreements that required it to make a future investment in a portfolio company.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

interruptions and overall economic and financial market instability both globally and in the United States.

Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.

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.

Some of our portfolio companies have significantly curtailed business operations, furloughed or laid off employees and terminated service providers, and deferred capital expenditures, which could impair their business on a permanent basis and additional portfolio companies may take similar actions.

We continue to closely monitor our portfolio companies, which includes assessing each portfolio company’s operational and liquidity exposure and outlook;

however, 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.

SURO CAPITAL CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

Notice of Terminating Custody Agreements

On March 10, 2023, the Company and U.S.

Bank Trust Company, National

Association (the “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”).

The Company has commenced a transition process with the U.S.

Bank Entities, and

are currently in discussions with a number of reputable qualified custodians that it expects will be able to fulfill the

Company’s needs in providing the custodial services currently provided by the U.S.

Bank Entities without disruption.

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.

The Company does not believe that such termination will have a material adverse

impact on its operations or financial condition.

See “Item 9B.

Other Information” of this Form 10-K for additional

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TO CONSOLIDATED FINANCIAL STATEMENTS

13— SELECTED QUARTERLY FINANCIAL DATA

OF QUARTERLY FINANCIAL DATA

December 31, 2022

NOTE 13—SELECTED QUARTERLY FINANCIAL DATA

September 30, 2022

June 30, 2022

March 31, 2022

Quarter Ended

December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021

December 31, 2022

September 30, 2022

June 30, 2022

March 31, 2022

Total Investment Income

1 unchanged sentence

Net Investment Loss

Net Realized Gain on Investments 46,428,514 32,495,660 27,658,812 112,152,518

( 2,863,182 )

( 3,809,233 )

( 3,810,888 )

( 4,224,705 )

Net Realized Gain/(Loss) on Investments

( 1,894,406 )

( 5,141,097 )

( 1,966,225 )

Net Change in Unrealized Appreciation/(Depreciation) of Investments

( 7,633,982 )

( 36,951,920 )

( 88,562,575 )

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

$ ( 12,391,570 )

$ ( 45,902,250 )

$ ( 94,339,688 )

Net Increase/(Decrease) in Net Assets from Operations per Common Share:

Basic $ (0.32) $ 0.55 $ 1.32 $ 5.27

Diluted $ (0.32) $ 0.55 $ 1.32 $ 4.50

Weighted Average Common Shares Outstanding–Basic

Weighted Average Common Shares Outstanding–Diluted

December 31, 2021

September 30, 2021

June 30, 2021

March 31, 2021

Quarter Ended

December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020

December 31, 2021

September 30, 2021

June 30, 2021

March 31, 2021

Total Investment Income

1 unchanged sentence

Net Investment Loss

Net Realized Gain/(Loss) on Investments 7,108,580 2,378,390 (23,987) 6,978,240

( 2,830,023 )

( 2,223,478 )

( 2,043,000 )

( 2,834,318 )

Net Realized Gain on Investments

Net Change in Unrealized Appreciation/(Depreciation) of Investments

( 53,134,601 )

( 15,023,778 )

( 1,315,837 )

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

$ ( 9,536,110 )

$ 108,002,363

Net Increase/(Decrease) in Net Assets from Operations per Common Share:

Basic $ 3.06 $ 0.89 $ 1.33 $ (1.36)

Diluted $ 2.59 $ 0.76 $ 1.10 $ (1.36)

Weighted Average Common Shares Outstanding–Basic

Weighted Average Common Shares Outstanding–Diluted

SURO CAPITAL CORP.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

September 30, 2020

June 30, 2020

March 31, 2020

Quarter Ended

December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019

December 31, 2020

September 30, 2020

June 30, 2020

March 31, 2020

Total Investment Income

Total Operating Expenses

Net Investment Gain/(Loss) (2,563,335) (4,702,204) (2,805,231) 619,702

Net Investment Loss

( 4,254,584 )

( 2,587,891 )

( 4,667,388 )

( 3,004,553 )

Net Realized Gain/(Loss) on Investments

Net Change in Unrealized Appreciation/(Depreciation) of Investments

Benefit from/(Provision for) Taxes on Unrealized Depreciation/(Appreciation) of Investments — — 979,713 (94,147)

( 27,665,934 )

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

$ ( 23,692,247 )

Net Increase/(Decrease) in Net Assets from Operations per Common Share:

Basic $ 0.12 $ 0.27 $ (0.03) $ 0.87

Diluted $ 0.12 $ 0.25 $ (0.03) $ 0.75

Weighted Average Common Shares Outstanding–Basic

Weighted Average Common Shares Outstanding–Diluted

SURO CAPITAL CORP.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 14—SUPPLEMENTAL FINANCIAL DATA

Summarized Financial Information of Unconsolidated Subsidiaries

In accordance with the SEC’s Regulation S-X and GAAP, the Company is not permitted to consolidate any subsidiary or other entity that is not an investment company, including those in which the Company has a controlling interest;

however, the Company must disclose certain financial information related to any subsidiaries or other entities that are considered to be “significant subsidiaries” under the applicable rules of Regulation S-X.

The Final Rules adopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act.

The Company’s three controlled portfolio companies as of December 31, 2021, SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.), Architect Capital PayJoy SPV, LLC and Colombier Sponsor LLC, did not meet the definition of a “significant subsidiary” as set forth in Rule 1-02(w)(2).

For comparability purposes, the Company has omitted the previously disclosed summarized financial information of the Company’s significant subsidiaries for the quarter ended December 31, 2020 as the Company’s significant subsidiaries would not have been considered significant subsidiaries under the Final Rules.

TO CONSOLIDATED FINANCIAL STATEMENTS

14— SUPPLEMENTAL FINANCIAL DATA

Financial Information of Unconsolidated Subsidiaries

accordance with the SEC’s Regulation S-X and GAAP, the Company is not permitted to consolidate any subsidiary or other entity that

is not an investment company, including those in which the Company has a controlling interest;

however, the Company must disclose certain

financial information related to any subsidiaries or other entities that are considered to be “significant subsidiaries”

under the applicable rules of Regulation S-X.

May 2020, the SEC adopted rule amendments that impacted the requirement of investment companies, including BDCs, to disclose the financial

statements of certain of their portfolio companies or acquired funds (the “Final Rules”).

The Final Rules adopted a new definition

of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act.

Rules 3-09 and 4-08(g)

of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively,

in such investment company’s periodic reports for any portfolio company that meets the definition of “significant subsidiary.”

The Final Rules amended the definition of “significant subsidiary” in a manner that was intended to more accurately capture

those portfolio companies that were more likely to materially impact the financial condition of an investment company.

Company’s three controlled portfolio companies as of December 31, 2022, SPBRX, INC.

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

Architect Capital PayJoy SPV, LLC and Colombier Sponsor LLC, did not meet the definition of a “significant subsidiary” as

set forth in Rule 1-02(w)(2).

For comparability purposes, the Company has omitted the previously disclosed summarized financial information

of the Company’s significant subsidiaries for the quarter ended December 31, 2021 as the Company’s significant subsidiaries

would not have been considered significant subsidiaries under the Final Rules.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

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 8. Financial Statements and Supplementary Data