What changed in this filing

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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-11 · 170 added, 101 removed, 71 unchanged (79% of the section changed)

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of December 31, 2021, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified by the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

However, in evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

(b) Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2021.

Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors, as applicable;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021 based upon criteria in Internal Control— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management determined that our internal control over financial reporting was effective as of December 31, 2021.

This annual report does not include an attestation report of the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission.

During the quarter ended December 31, 2021, we completed implementation of enhancements to the operating effectiveness of certain of our existing internal controls over the valuation of our portfolio company investments in successful remediation of the previously reported technical material weakness resulting from the delayed detection of the errors reported in the fiscal quarter ended June 30, 2021.

There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

of December 31, 2022, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness

of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures

were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed,

summarized and reported within the time periods specified by the SEC and that such information is accumulated and communicated to our

management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding

required disclosure.

However, in evaluating the disclosure controls and procedures, management recognizes that any controls and procedures,

no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management

necessarily is required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Management’s Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rule 13a-15(f) of the Exchange Act, and for performing an assessment of the effectiveness of internal control over financial reporting

as of December 31, 2022.

Internal control over financial reporting is a process designed by, or under the supervision of, our principal

executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted

accounting principles.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance

of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management

and directors, as applicable;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of our assets that could have a material effect on the consolidated financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those

systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 based upon criteria

in Internal Control— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

Based on this assessment, management determined that our internal control over financial reporting was effective

as of December 31, 2022.

annual report does not include an attestation report of the Company’s registered public accounting firm pursuant to the rules of

the Securities and Exchange Commission.

Changes in Internal Control Over Financial Reporting

have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) that occurred during the fiscal year ended December 31, 2022 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Other Information

Item 1.01 Entry Into a Material Definitive Agreement

On and effective March 10, 2022, the Company entered into Amendment No.

1 to the Second Amended and Restated Employment Agreement with Allison Green, the Company's Chief Financial Officer, Chief Compliance Officer, Treasurer and Corporate Secretary (the “Amendment”).

Certain material terms of the Amendment are described below in Item 5.02, which description is incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers Compensatory Arrangements of Certain Officers

On and effective March 10, 2022, the Company entered into the Amendment.

The Amendment modified the terms of the Second Amended and Restated Employment Agreement of Ms.

Green, dated April 26, 2021 (the “Prior Employment Agreement”), to (i) increase the annual base salary payable thereunder from $450,000 to $500,000, and (ii) increase the discretionary annual bonus that could be awarded to Ms.

Green by the Board of Directors from up to seventy percent (70%) to up to one hundred and twenty five percent (125%) of the Ms.

Green's then-effective base salary.

Other than the foregoing, no other terms of the Prior Employment Agreement have changed.

For a description of the material terms of the Prior Employment Agreement, please refer to the Company's Current Report on Form 8-K filed with the U.S.

Securities and Exchange Commission on April 28, 2021 and the Company's definitive proxy statement filed with the U.S.

Securities and Exchange Commission on April 30, 2021.

The Company has filed the Amendment as an exhibit to this Annual Report on Form 10-K.

The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment.

1.02 Termination of Material Definitive Agreement

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,

Bank Entities”) agreed to terminate, effective as of May 9, 2023 or such later date as the parties mutually agree,

the Custody Agreement, dated as of October 28, 2022, between the Company and the Custodian (the “Securities Custody Agreement”),

and the Document Custody Agreement, dated as of October 28, 2022, between the Company and the Document Custodian (the “Document

Custody Agreement” and, together with the Securities Custody Agreement, the “Custody Agreements”).

We have commenced

a transition process with the U.S.

Bank Entities, and we are currently in discussions with a number of reputable qualified custodians

that we expect will be able to fulfill the Company’s needs in providing the custodial services currently provided by the U.S.

Entities without disruption.

The termination of the Custody Agreements followed a determination by the parties that the arrangements set

forth by the Custody Agreements were no longer mutually beneficial.

We do not believe that such termination will have a material adverse

impact on our operations or financial condition.

Under the Custody Agreement, the Securities Custodian holds all of our

portfolio securities and cash and transfers such securities or cash pursuant to Proper Instructions (as such term is defined under the

Custody Agreement).

Under the Document Custody Agreement, the Document Custodian holds all of our documents evidencing certain investments

and transfer such documents pursuant to Proper Instructions (as such term is defined under the Document Custody Agreement).

No termination

or other fees are payable in connection with the termination of the Custody Agreements.

The foregoing description of the Custody Agreements is a summary only and

is qualified in all respects by the provisions of the Securities Custody Agreement and the Document Custody Agreement, copies of which

are filed as Exhibit 10.1 and 10.2, respectively, to our Current Report on Form 8-K (File No.

814-00852), filed with the SEC on November

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

The information required by Item 10 will be contained in the 2022 Proxy Statement, to be filed with the SEC within 120 days after December 31, 2021, and is incorporated herein by reference.

There have been no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors.

We have adopted a Code of Business Conduct and Ethics for our employees and directors, including, specifically, our Chief Executive Officer, our Chief Financial Officer, and our other executive officers.

Our Code of Business Conduct and Ethics satisfies the requirements for a “code of ethics” within the meaning of SEC rules.

A copy of the Code of Business Conduct and Ethics is posted on our website at https://investors.surocap.com/corporate-governance .

We intend to disclose any changes in, or waivers from, the Code of Business Conduct and Ethics by posting such information on the same website or by filing a Form 8-K, in each case to the extent such disclosure is required by rules of the SEC or NASDAQ.

information required by Item 10 will be contained in the 2023 Proxy Statement, to be filed with the SEC within 120 days after December

31, 2022, and is incorporated herein by reference.

There have been no material changes to the procedures by which stockholders may recommend

nominees to our Board of Directors.

have adopted a Code of Business Conduct and Ethics for our employees and directors, including, specifically, our Chief Executive Officer,

our Chief Financial Officer, and our other executive officers.

Our Code of Business Conduct and Ethics satisfies the requirements for

a “code of ethics” within the meaning of SEC rules.

A copy of the Code of Business Conduct and Ethics is posted on our website

at https://investors.surocap.com/corporate-governance .

We intend to disclose any changes in, or waivers from, the Code of Business

Conduct and Ethics by posting such information on the same website or by filing a Form 8-K, in each case to the extent such disclosure

is required by rules of the SEC or NASDAQ.

Executive Compensation

The information required by Item 11 will be contained in the 2022 Proxy Statement, to be filed with the SEC within 120 days after December 31, 2021, and is incorporated herein by reference.

information required by Item 11 will be contained in the 2023 Proxy Statement, to be filed with the SEC within 120 days after December

31, 2022, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 will be contained in the 2022 Proxy Statement, to be filed with the SEC within 120 days after December 31, 2021, and is incorporated herein by reference.

information required by Item 12 will be contained in the 2023 Proxy Statement, to be filed with the SEC within 120 days after December

31, 2022, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 will be contained in the 2022 Proxy Statement, to be filed with the SEC within 120 days after December 31, 2021, and is incorporated herein by reference.

information required by Item 13 will be contained in the 2023 Proxy Statement, to be filed with the SEC within 120 days after December

31, 2022, and is incorporated herein by reference.

Principal Accountant Fees and Services

The information required by Item 14 will be contained in the 2022 Proxy Statement, to be filed with the SEC within 120 days after December 31, 2021, and is incorporated herein by reference.

information required by Item 14 will be contained in the 2023 Proxy Statement, to be filed with the SEC within 120 days after December

31, 2022, and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

The following documents are filed or incorporated by reference as part of this annual report on Form 10-K:

(1) Financial Statements—Refer to Part II, Item 8 of this Form 10-K, which are incorporated herein by reference.

following documents are filed or incorporated by reference as part of this annual report on Form 10-K:

(1) Financial

Statements—Refer to Part II, Item 8 of this Form 10-K, which are incorporated herein

by reference.

Report of Independent Registered Public Accounting Firm

6 unchanged sentences

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules—None.

We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

(2) Financial

Statement Schedules—None.

We have omitted financial statement schedules because they

are not required or are not applicable, or the required information is shown in the financial

statements or notes to the financial statements.

following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

Articles of Amendment and Restatement (1)

8 unchanged sentences

Bank National Association, as trustee (7)

4.4 Form of 6.00 % Note s due 202 6 (incorporated by reference to Exhibit 4.3) (7)

Form of 6.00% Notes due 2026 (incorporated by reference to Exhibit 4.3) (7)

Description of Securities (8)

8 unchanged sentences

Non-Qualified Stock Option Award (9)

10.6 Custody Agreement dated April 14, 2011 by and between the Company and U.S.

Custody Agreement dated April 14, 2011 by and between the Registrant and U.S.

Bank National Association (10)

Custody Agreement, dated October 28, 2022, by and between the Registrant and U.S.

Bank Trust Company, National Association, as Custodian.

Document Custody Agreement, dated October 28, 2022, by and between the Registrant and U.S.

Bank Trust Company, National Association, as Document Custodian.

Form of Indemnification Agreement by and between the Company and each of its directors (1)

10.8 Second A mended and Restated Employment Agreement, dated April 2 6 , 202 1 , by and between Sutter Rock Capital Corp.

10.9 Second A mended and Restated Employment Agreement, dated April 2 6 , 202 1 , by and between Sutter Rock Capital Corp.

Second Amended and Restated Employment Agreement, dated April 26, 2021, by and between Sutter Rock Capital Corp.

and Allison Green (12)

14 unchanged sentences

Report of Deloitte & Touche LLP regarding the Senior Securities table (6)

__________________

(1) Previously filed in connection with Pre-Effective Amendment No.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

filed in connection with Pre-Effective Amendment No.

2 to the Registrant’s Registration Statement on Form N-2 (File No.

filed on March 30, 2011, and incorporated by reference herein.

(2) Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852), filed on June 1, 2011, and incorporated by reference herein.

(3) Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on August 1, 2019, and incorporated by reference herein.

(4) Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on June 16, 2020, and incorporated by reference herein.

(5) Previously filed in connection with Pre-Effective Amendment No.

filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852), filed on June 1, 2011, and incorporated

by reference herein.

filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on August 1, 2019, and incorporated

by reference herein.

filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on June 16, 2020, and incorporated

by reference herein.

filed in connection with Pre-Effective Amendment No.

3 to the Registrant’s Registration Statement on Form N-2 (File No.

filed on September 20, 2011, and incorporated by reference herein.

(6) Previously filed in connection with the Registrant's Registration Statement on Form N-2 (File No.

333-239681), filed on July 2, 2020 and incorporated by reference herein.

(7) Previously filed in connection with the Registrant's Current Report on Form 8-K (File No.

814-00852) filed on December 17, 2021 and incorporated by reference herein.

(8) Previously filed in connection with the Registrant’s Registration Statement on Form S-8 (File No.

333-239662) filed on July 2, 2020, and incorporated by reference herein.

(9) Previously filed in connection with Pre-Effective Amendment No.

filed in connection with the Registrant’s Registration Statement on Form N-2 (File No.

333-239681), filed on July 2, 2020 and

incorporated by reference herein.

filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on December 17, 2021 and incorporated

by reference herein.

Previously filed in connection with the Registrant’s Annual Report on Form 10-K (File No.

814-00852) filed

on March 11, 2022 and incorporated by reference herein.

filed in connection with the Registrant’s Registration Statement on Form S-8 (File No.

333-239662) filed on July 2, 2020, and

incorporated by reference herein.

filed in connection with Pre-Effective Amendment No.

3 to the Registrant’s Registration Statement on Form N-2 (File No.

filed on April 15, 2011, and incorporated by reference herein.

(10) Previously filed in connection with the Registrant’s Quarterly Report on Form 10-Q (File No.

814-00852), filed on May 6, 2021 and incorporated by reference herein.

(11) Previously filed in connection with the Registrant's Current Report on Form 8-K (File No.

814-00852) filed on August 3, 2020 and incorporated by reference herein.

filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on November 1, 2022, and incorporated

by reference herein.

filed in connection with the Registrant’s Quarterly Report on Form 10-Q (File No.

814-00852), filed on May 6, 2021 and incorporated

by reference herein.

Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on September 23, 2020 and incorporated by reference herein.

(13) Previously filed in connection with the Registrant’s Annual Report on Form 10-K (File No.

814-00852), filed on March 13, 2020 and incorporated by reference herein.

* Filed herewith.

814-00852) filed on August 3, 2020 and incorporated

by reference herein.

filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on September 23, 2020 and incorporated

by reference herein.

filed in connection with the Registrant’s Annual Report on Form 10-K (File No.

814-00852), filed on March 13, 2020 and incorporated

by reference herein.

Form 10-K Summary

Not applicable.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

SURO CAPITAL CORP.

March 11, 2022 By:

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

March 11, 2022 By:

/s/ Allison Green

President and Chief Executive Officer

Executive Officer)

Allison Green

Chief Financial Officer, Chief Compliance Officer, Treasurer, and Corporate Secretary

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Financial Officer, Chief Compliance Officer, Treasurer, and Corporate Secretary

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

March 16, 2023

2 unchanged sentences

March 16, 2023

/s/ Allison Green

Allison Green

Chief Financial Officer, Chief Compliance Officer, Treasurer, and Corporate Secretary

Chief Financial

Officer, Chief Compliance Officer,

Treasurer, and Corporate Secretary

(Principal Financial and Accounting Officer)

March 11, 2022 By:

/s/ Leonard A.

March 11, 2022 By:

/s/ Ronald M.

March 11, 2022 By:

/s/ Marc Mazur

March 11, 2022 By:

/s/ Lisa Westley

March 16, 2023

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 9A. Controls and Procedures