−Removed: Statements and Supplementary Data
+Added: Financial Statements and Supplementary Data
CAPITAL CORP.
1 unchanged sentence
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
−Removed: March 31, 2023
+Added: June 30, 2023
December 31, 2022
9 unchanged sentences
Total Investments (cost of $ 284,571,254 and $ 301,128,106 , respectively)
+Added: Proceeds receivable
Escrow proceeds receivable
15 unchanged sentences
( 64,832,605 )
−Removed: Accumulated net realized gain on investments, net of distributions
+Added: Accumulated net realized gain/(loss) on investments, net of distributions
+Added: ( 10,528,391 )
Accumulated net unrealized appreciation/(depreciation) of investments
6 unchanged sentences
balance includes a right of use asset and corresponding operating lease liability, respectively.
−Removed: Refer to “Note 7—Commitments and Contingencies— Operating Leases and
−Removed: Related Deposits ” for more detail.
−Removed: of March 31, 2023, the 6.00 % Notes due December 30, 2026 (effective interest rate of 6.53 %)
−Removed: had a face value $ 75,000,000 .
−Removed: As of December 31, 2022, the 6.00 % Notes due December 30, 2026
−Removed: (effective interest rate of 6.53 %) had a face value $ 75,000,000 .
−Removed: Refer to “Note 10—Debt
−Removed: Capital Activities” for a reconciliation of the carrying value to the face value.
+Added: Refer to “Note 7—Commitments
+Added: and Contingencies— Operating Leases and Related Deposits ” for more detail.
+Added: of June 30, 2023, the 6.00 % Notes due December 30, 2026 (effective interest rate of 6.53 %) had a face value $ 75,000,000 .
+Added: As of December
+Added: 31, 2022, the 6.00 % Notes due December 30, 2026 (effective interest rate of 6.53 %) had a face value $ 75,000,000 .
+Added: Refer to “Note
+Added: 10—Debt Capital Activities” for a reconciliation of the carrying value to the face value.
CAPITAL CORP.
1 unchanged sentence
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30,
+Added: Six Months Ended June 30,
INVESTMENT INCOME
18 unchanged sentences
( 3,810,888 )
−Removed: Realized Gain on Investments:
+Added: ( 8,027,105 )
+Added: ( 8,035,593 )
+Added: Realized Gain/(Loss) on Investments:
Non-controlled/non-affiliated investments
−Removed: Net Realized Gain on Investments
+Added: ( 2,325,175 )
+Added: ( 1,895,846 )
+Added: ( 2,135,832 )
+Added: Non-controlled/affiliate investments
+Added: ( 10,945,024 )
+Added: ( 10,945,024 )
+Added: Net Realized Gain/(Loss) on Investments
+Added: ( 13,270,199 )
+Added: ( 1,966,225 )
+Added: ( 13,080,856 )
Change in Unrealized Appreciation/(Depreciation) of Investments:
1 unchanged sentence
( 12,152,800 )
−Removed: Non-controlled/affiliate investments
( 88,620,056 )
+Added: ( 14,216,377 )
+Added: ( 66,876,069 )
+Added: Non-controlled/affiliate investments
Controlled investments
Net Change in Unrealized Appreciation/(Depreciation) of Investments
+Added: ( 88,562,575 )
+Added: ( 66,977,690 )
Net Change in Net Assets Resulting from Operations
+Added: $ ( 15,620,024 )
+Added: $ ( 94,339,688 )
+Added: $ ( 11,003,515 )
+Added: $ ( 73,883,233 )
Net Change in Net Assets Resulting from Operations per Common Share:
1 unchanged sentence
accompanying notes to condensed consolidated financial statements.
−Removed: (1) Refer to “Note 11 — Stock-Based Compensation” for more detail.
−Removed: (2) For the three months ended March 31, 2023 and March 31, 2022, there were no potentially dilutive securities outstanding.
−Removed: Refer to “Note 6 — Net Change in Net Assets Resulting from Operations per Common Share — Basic and Diluted”.
+Added: to “Note 11 — Stock-Based Compensation” for more detail.
+Added: the three and six months ended June 30, 2023 and June 30, 2022, there were no potentially dilutive securities outstanding.
+Added: to “Note 6 — Net Change in Net Assets Resulting from Operations per Common Share — Basic and Diluted”.
CAPITAL CORP.
1 unchanged sentence
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
−Removed: Three Months Ended March 31,
+Added: Six Months Ended June 30,
Net Assets at Beginning of Year
24 unchanged sentences
$ 380,701,528
+Added: Change in Net Assets Resulting from Operations
+Added: Net investment loss
+Added: ( 3,805,340 )
+Added: ( 3,810,888 )
+Added: Net realized loss on investments
+Added: ( 13,270,199 )
+Added: ( 1,966,225 )
+Added: Net change in unrealized appreciation/(depreciation) of investments
+Added: ( 88,562,575 )
+Added: Net Change in Net Assets Resulting from Operations
+Added: ( 15,620,024 )
+Added: ( 94,339,688 )
+Added: Change in Net Assets Resulting from Capital Transactions
+Added: Stock-based compensation
+Added: Repurchases of common stock
+Added: ( 13,500,000 )
+Added: ( 6,892,934 )
+Added: Net Change in Net Assets Resulting from Capital Transactions
+Added: ( 12,730,321 )
+Added: ( 6,189,368 )
+Added: Total Change in Net Assets
+Added: ( 28,350,345 )
+Added: ( 100,529,056 )
+Added: Net Assets at June 30
+Added: $ 186,692,724
+Added: $ 280,172,472
Capital Share Activity
3 unchanged sentences
Shares repurchased
+Added: ( 3,000,000 )
+Added: ( 1,008,676 )
Shares Outstanding at End of Period
3 unchanged sentences
AND SUBSIDIARIES
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
−Removed: Three Months Ended March 31,
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
+Added: Six Months Ended June 30,
Cash Flows from Operating Activities
Net change in net assets resulting from operations
−Removed: Adjustments to reconcile net change in net assets resulting from operations to net cash provided by/(used in) operating activities:
−Removed: Net realized gain on investments
$ ( 11,003,515 )
−Removed: Net change in unrealized (appreciation) of investments
$ ( 73,883,233 )
+Added: Adjustments to reconcile net change in net assets resulting from operations to net cash used in operating activities:
+Added: Net realized (gain)/loss on investments
( 1,130,050 )
+Added: Net change in unrealized (appreciation)/depreciation of investments
+Added: ( 10,104,446 )
Amortization of discount on 6.00 % Notes due 2026
6 unchanged sentences
( 12,514,713 )
+Added: ( 11,008,515 )
Treasury bills
8 unchanged sentences
Escrow proceeds receivable
−Removed: ( 2,530,873 )
−Removed: Payable for securities purchased
Accounts payable and accrued expenses
Accrued interest payable
−Removed: Net Cash Provided by/(Used in) Operating Activities
+Added: Net Cash Used in Operating Activities
( 1,967,046 )
+Added: ( 10,946,151 )
Cash Flows from Financing Activities
2 unchanged sentences
( 13,500,000 )
+Added: ( 8,252,541 )
Cash dividends paid
3 unchanged sentences
( 13,607,823 )
−Removed: Total Increase/(Decrease) in Cash Balance
( 34,506,128 )
+Added: Total Decrease in Cash Balance
+Added: ( 15,574,869 )
+Added: ( 45,452,279 )
Cash Balance at Beginning of Year
25 unchanged sentences
Warehouse Automation
+Added: ServiceTitan, Inc.
+Added: Common shares
+Added: Contractor Management Software
Orchard Technologies, Inc.
4 unchanged sentences
Common shares (14)
−Removed: Preferred shares, Series C
−Removed: Fitness Technology
−Removed: Varo Money, Inc.**
−Removed: San Francisco, CA
−Removed: Common shares **
−Removed: Financial Services
+Added: Shogun Enterprises, Inc.
+Added: (d/b/a Hearth)
+Added: Preferred shares, Series B-1
+Added: Home Improvement Finance
+Added: Preferred shares, Series B-2
+Added: Convertible Note 0.5%, Due 4/18/2024*** ***
Forge Global, Inc.
2 unchanged sentences
Online Marketplace Finance
+Added: True Global Ventures 4 Plus Pte Ltd**
+Added: Singapore, Singapore
+Added: Limited Partner Fund Investment (8) **(8)
+Added: Venture Investment Fund
+Added: Varo Money, Inc.**
+Added: San Francisco, CA
+Added: Common shares **
+Added: Financial Services
Aspiration Partners, Inc.
3 unchanged sentences
Preferred shares, Series C-3
−Removed: Global Ventures 4 Plus Pte Ltd **
−Removed: Singapore, Singapore
−Removed: Limited Partner Fund Investment (8) **(8)
−Removed: Venture Investment Fund
−Removed: Nextdoor Holdings, Inc.**
−Removed: San Francisco, CA
−Removed: Common shares, Class B (3) **(3)
−Removed: Social Networking
−Removed: Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth)
−Removed: Preferred shares, Series B-1
−Removed: Home Improvement Finance
−Removed: Preferred shares, Series B-2
−Removed: Convertible Note 0.5%, Due 4/18/2024 *** ***
Residential Homes for Rent, LLC (d/b/a Second Avenue)
2 unchanged sentences
loan 15%, Due 12/23/2023 *** (11) ***(11)
−Removed: Singapore, Singapore
−Removed: Common shares **
−Removed: Retail Technology
−Removed: Preferred shares, Investec Series **
+Added: Preferred shares, Series C
+Added: Fitness Technology
San Francisco, CA
1 unchanged sentence
Mobile Access Technology
+Added: Simple Agreement for Future Equity
+Added: Nextdoor Holdings, Inc.**
+Added: San Francisco, CA
+Added: Common shares, Class B (3) **(3)
+Added: Social Networking
+Added: NewLake Capital Partners, Inc.
+Added: (f/k/a GreenAcreage Real Estate Corp.)**
+Added: New Canaan, CT
+Added: Common shares*** (3) ***(3)
+Added: Cannabis REIT
accompanying notes to condensed consolidated financial statements.
5 unchanged sentences
Date of Initial Investment
−Removed: Skillsoft Corp.**
−Removed: Common shares (3) **(3)
−Removed: Online Education
Aventine Property Group, Inc.
1 unchanged sentence
Cannabis REIT
−Removed: NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage Real Estate Corp.)**
−Removed: New Canaan, CT
+Added: Skillsoft Corp.**
Common shares (3) **(3)
−Removed: Cannabis REIT
+Added: Online Education
Commercial Streaming Solutions Inc.
13 unchanged sentences
Digital Media Technology
+Added: Singapore, Singapore
+Added: Common shares **
+Added: Retail Technology
+Added: Preferred shares, Investec Series **
EDGE Markets, Inc.
13 unchanged sentences
Warrant units **(12)
+Added: Kinetiq Holdings, LLC
+Added: Philadelphia, PA
+Added: Common shares, Class A
+Added: Social Data Platform
Neutron Holdings, Inc.
13 unchanged sentences
Cannabis REIT
−Removed: Kinetiq Holdings, LLC
−Removed: Philadelphia, PA
−Removed: Common shares, Class A
−Removed: Social Data Platform
Total Non-controlled/Non-affiliate
23 unchanged sentences
Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 (1)
−Removed: Ozy Media, Inc.
−Removed: Mountain View, CA
−Removed: Preferred shares, Series C-2 6% (1)(15)
−Removed: Digital Media Platform
−Removed: Preferred shares, Series B 6% (1)(15)
−Removed: Preferred shares, Series A 6% (1)(15)
−Removed: Preferred shares, Series Seed 6% (1)(15)
−Removed: Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 (1)(15)
−Removed: Total (1)(15)
Maven Research, Inc.
37 unchanged sentences
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
−Removed: portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise
−Removed: Equity investments are subject to lock-up restrictions upon their initial public
−Removed: offering (“IPO”).
−Removed: Preferred dividends are generally only payable when declared
−Removed: and paid by the portfolio company’s board of directors.
−Removed: The Company’s directors,
−Removed: officers, employees and staff, as applicable, may serve on the board of directors of the
−Removed: Company’s portfolio investments.
−Removed: (Refer to “Note 3—Related-Party Arrangements”).
−Removed: All portfolio investments are considered Level 3 and valued using significant unobservable
−Removed: inputs, unless otherwise noted.
+Added: portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.
+Added: Equity investments are
+Added: subject to lock-up restrictions upon their initial public offering (“IPO”).
+Added: Preferred dividends are generally only payable
+Added: when declared and paid by the portfolio company’s board of directors.
+Added: The Company’s directors, officers, employees and
+Added: staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.
+Added: (Refer to “Note 3—Related-Party
+Added: Arrangements”).
+Added: All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise
(Refer to “Note 4—Investments at Fair Value”).
−Removed: All of the Company’s portfolio investments are restricted as to resale, unless otherwise
−Removed: noted, and were valued at fair value as determined in good faith by the Company’s Board
−Removed: of Directors.
−Removed: (Refer to “Note 2—Significant Accounting Policies— Investments
−Removed: at Fair Value ”).
+Added: All of the Company’s portfolio investments are restricted
+Added: as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ”).
assets that SuRo Capital Corp.
−Removed: believes do not represent “qualifying assets”
−Removed: under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).
−Removed: Of the Company’s total investments as of March 31, 2023, 20.49 % of its total investments
−Removed: are non-qualifying assets.
−Removed: *** Investment
+Added: believes do not represent “qualifying assets” under Section 55(a) of the Investment Company
+Added: Act of 1940, as amended (the “1940 Act”).
+Added: Of the Company’s total investments as of June 30, 2023, 20.76 %
+Added: of its total investments are non-qualifying assets.
is income-producing.
−Removed: (1) “Affiliate
−Removed: Investments” are investments in those companies that are “Affiliated Companies”
−Removed: of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, a company is deemed to be
−Removed: an “Affiliate” of SuRo Capital Corp.
+Added: Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined
+Added: in the 1940 Act.
+Added: In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp.
−Removed: beneficially owns,
−Removed: directly or indirectly, between 5% and 25% of the voting securities ( i.e.
−Removed: with the right to elect directors) of such company.
−Removed: For the Schedule of Investments In, and
−Removed: Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note
−Removed: 4—Investments at Fair Value”.
−Removed: Investments” are investments in those companies that are “Controlled Companies”
−Removed: of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, under the 1940 Act, the Company
−Removed: would “Control” a portfolio company if the Company beneficially owns, directly
−Removed: or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
−Removed: the right to elect directors) and/or had the power to exercise control over the management
−Removed: or policies of such portfolio company.
−Removed: For the Schedule of Investments In, and Advances To,
−Removed: Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments
−Removed: at Fair Value”.
+Added: owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.
+Added: , securities with the right to elect directors)
+Added: of such company.
+Added: For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14,
+Added: refer to “Note 4—Investments at Fair Value”.
+Added: Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined
+Added: in the 1940 Act.
+Added: In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially
+Added: owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors)
+Added: and/or had the power to exercise control over the management or policies of such portfolio company.
+Added: For the Schedule of Investments
+Added: 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.
−Removed: “Note 4—Investments at Fair Value”.
−Removed: of March 31, 2023, the investments noted had been placed on non-accrual status.
−Removed: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
−Removed: wholly owned subsidiary, GSVC SW Holdings, Inc.
−Removed: Capital Corp.’s investments in preferred shares of Residential Homes for Rent, LLC
−Removed: (d/b/a Second Avenue) are held through SuRo Capital Corp.’s wholly owned subsidiary,
−Removed: GSVC AV Holdings, Inc.
+Added: Refer to “Note 4—Investments at Fair
+Added: of June 30, 2023, the investments noted had been placed on non-accrual status.
+Added: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW
+Added: Holdings, Inc.
+Added: Capital Corp.’s investments in preferred shares of Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo
+Added: Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.
Capital Corp.’s investments in Commercial Streaming Solutions Inc.
−Removed: (d/b/a BettorView),
−Removed: YouBet Technology, Inc.
−Removed: (d/b/a FanPower), Rebric, Inc.
−Removed: (d/b/a Compliable), EDGE Markets,
−Removed: Inc., and Xgroup Holdings Limited (d/b/a Xpoint) are held through SuRo Capital Corp.’s
+Added: (d/b/a BettorView), YouBet Technology, Inc.
+Added: (d/b/a FanPower),
+Added: (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”).
1 unchanged sentence
subsidiary, GSVC SVDS Holdings, Inc.
−Removed: The previously unfunded capital commitment of $ 1.3 million was deemed fully contributed in lieu of cash
−Removed: distributions.
−Removed: As of March 31, 2023, the full $ 2.0 million
−Removed: capital commitment to True Global Ventures 4 Plus Fund LP had been called and funded.
−Removed: (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital
+Added: As of March 31, 2023, the previously unfunded capital commitment of $ 1.3 million was deemed
+Added: fully contributed in lieu of cash distributions.
+Added: As of March 31, 2023, the full $ 2.0 million capital commitment to True Global Ventures
+Added: 4 Plus Fund LP had been called and funded.
+Added: (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp.
do not entitle SuRo Capital Corp.
1 unchanged sentence
SuRo Capital Corp.
−Removed: not anticipate that SPBRX, INC.
−Removed: will pay distributions on a quarterly or regular basis or
−Removed: become a predictable distributor of distributions.
+Added: does not anticipate that SPBRX, INC.
+Added: will pay distributions on a quarterly or regular
+Added: basis or become a predictable distributor of distributions.
August 23, 2019, SuRo Capital Corp.
−Removed: amended the structure of its investment in OneValley,
+Added: amended the structure of its investment in OneValley, Inc.
(f/k/a NestGSV, Inc.).
−Removed: As part of the agreement, SuRo Capital Corp.’s equity holdings
−Removed: (warrants notwithstanding) were restructured into a derivative security.
+Added: the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.
OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period,
−Removed: ending August 23, 2024, while SuRo Capital Corp.
+Added: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024,
+Added: while SuRo Capital Corp.
can put the shares to OneValley, Inc.
−Removed: NestGSV, Inc.) at the end of the five year period.
−Removed: the three months ended March 31, 2023, approximately $ 0.3 million has been received from
−Removed: Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15 % term loan due December
−Removed: Of the proceeds received, approximately $ 0.3 million repaid a portion of the outstanding
−Removed: principal and the remaining was attributed to interest.
−Removed: an investment that is the sponsor of a special purpose acquisition company formed for the
−Removed: purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
−Removed: reorganization or similar business combination with one or more businesses.
−Removed: November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with
−Removed: the Company became past due.
−Removed: January 13, 2023, SuRo Capital Corp.
−Removed: invested $ 2.0
−Removed: million in Orchard Technologies,
−Removed: Inc.’s Series 1 Senior Preferred financing round.
+Added: (f/k/a NestGSV, Inc.) at the end of the five year period.
+Added: the six months ended June 30, 2023, approximately $ 0.6 million has been received from Residential Homes for Rent, LLC (d/b/a Second
+Added: Avenue) related to the 15 % term loan due December 23, 2023.
+Added: Of the proceeds received, approximately $ 0.5 million repaid a portion
+Added: of the outstanding principal and the remaining was attributed to interest.
+Added: an investment that is the sponsor of a special purpose acquisition company formed for the purpose of effecting a merger, capital
+Added: stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
+Added: November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became past due.
+Added: On January 13, 2023, SuRo Capital Corp.
+Added: invested $ 2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred
+Added: financing round.
As part of the transaction, SuRo Capital Corp.
−Removed: exchanged a portion of its existing
−Removed: Series D Preferred shares investment for Series 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares.
−Removed: Additionally,
−Removed: SuRo Capital Corp.’s previous investment in the Simple Agreement for Future Equity was converted into additional Series 1 Senior
−Removed: Preferred shares.
−Removed: (15) On March 1, 2023, Ozy Media, Inc.
−Removed: suspended operations.
+Added: exchanged a portion of its existing Series D Preferred shares investment
+Added: for Series 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares.
+Added: Additionally, SuRo Capital Corp.’s previous
+Added: investment in the Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred shares.
CAPITAL CORP.
AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS
Portfolio Investments *
53 unchanged sentences
Real Estate Platform
−Removed: loan 15%, Due 12/23/2023 *** (11)
+Added: Term loan 15%, Due 12/23/2023 ***(11) ***(11)
Singapore, Singapore
15 unchanged sentences
AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS - continued
Portfolio Investments *
64 unchanged sentences
AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS - continued
Portfolio Investments *
61 unchanged sentences
AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
−Removed: portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise
−Removed: Equity investments are subject to lock-up restrictions upon their initial public
−Removed: offering (“IPO”).
−Removed: Preferred dividends are generally only payable when declared
−Removed: and paid by the portfolio company’s board of directors.
−Removed: The Company’s directors,
−Removed: officers, employees and staff, as applicable, may serve on the board of directors of the
−Removed: Company’s portfolio investments.
−Removed: (Refer to “Note 3—Related-Party Arrangements”).
−Removed: All portfolio investments are considered Level 3 and valued using significant unobservable
−Removed: inputs, unless otherwise noted.
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS - continued
+Added: portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.
+Added: Equity investments are
+Added: subject to lock-up restrictions upon their initial public offering (“IPO”).
+Added: Preferred dividends are generally only payable
+Added: when declared and paid by the portfolio company’s board of directors.
+Added: The Company’s directors, officers, employees and
+Added: staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.
+Added: (Refer to “Note 3—Related-Party
+Added: Arrangements”).
+Added: All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise
(Refer to “Note 4—Investments at Fair Value”).
−Removed: All of the Company’s portfolio investments are restricted as to resale, unless otherwise
−Removed: noted, and were valued at fair value as determined in good faith by the Company’s Board
−Removed: of Directors.
−Removed: (Refer to “Note 2—Significant Accounting Policies— Investments
−Removed: at Fair Value ”).
+Added: All of the Company’s portfolio investments are restricted
+Added: as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ”).
assets that SuRo Capital Corp.
−Removed: believes do not represent “qualifying assets”
−Removed: under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).
−Removed: Of the Company’s total investments as of December 31, 2022, 14.47 % of its total investments
−Removed: are non-qualifying assets.
−Removed: *** Investment
+Added: believes do not represent “qualifying assets” under Section 55(a) of the Investment Company
+Added: Act of 1940, as amended (the “1940 Act”).
+Added: Of the Company’s total investments as of December 31, 2022, 14.47 % of
+Added: its total investments are non-qualifying assets.
is income-producing.
−Removed: (1) “Affiliate
−Removed: Investments” are investments in those companies that are “Affiliated Companies”
−Removed: of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, a company is deemed to be
−Removed: an “Affiliate” of SuRo Capital Corp.
+Added: Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined
+Added: in the 1940 Act.
+Added: In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp.
−Removed: beneficially owns,
−Removed: directly or indirectly, between 5% and 25% of the voting securities ( i.e.
−Removed: with the right to elect directors) of such company.
−Removed: For the Schedule of Investments In, and
−Removed: Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note
−Removed: 4—Investments at Fair Value”.
−Removed: Investments” are investments in those companies that are “Controlled Companies”
−Removed: of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, under the 1940 Act, the Company
−Removed: would “Control” a portfolio company if the Company beneficially owns, directly
−Removed: or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
−Removed: the right to elect directors) and/or had the power to exercise control over the management
−Removed: or policies of such portfolio company.
−Removed: For the Schedule of Investments In, and Advances To,
−Removed: Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments
−Removed: at Fair Value”.
+Added: owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.
+Added: , securities with the right to elect directors)
+Added: of such company.
+Added: For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14,
+Added: refer to “Note 4—Investments at Fair Value”.
+Added: Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined
+Added: in the 1940 Act.
+Added: In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially
+Added: owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors)
+Added: and/or had the power to exercise control over the management or policies of such portfolio company.
+Added: For the Schedule of Investments
+Added: 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.
−Removed: “Note 4—Investments at Fair Value”.
+Added: Refer to “Note 4—Investments at Fair
of December 31, 2022, the investments noted had been placed on non-accrual status.
−Removed: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
−Removed: wholly owned subsidiary, GSVC SW Holdings, Inc.
−Removed: Capital Corp.’s investments in preferred shares of Residential Homes for Rent, LLC
−Removed: (d/b/a Second Avenue) are held through SuRo Capital Corp.’s wholly owned subsidiary,
−Removed: GSVC AV Holdings, Inc.
+Added: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW
+Added: Holdings, Inc.
+Added: Capital Corp.’s investments in preferred shares of Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo
+Added: Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.
Capital Corp.’s investments in Commercial Streaming Solutions Inc.
−Removed: (d/b/a BettorView),
−Removed: YouBet Technology, Inc.
−Removed: (d/b/a FanPower), Rebric, Inc.
−Removed: (d/b/a Compliable), EDGE Markets,
−Removed: Inc., and Xgroup Holdings Limited (d/b/a Xpoint) are held through SuRo Capital Corp.’s
+Added: (d/b/a BettorView), YouBet Technology, Inc.
+Added: (d/b/a FanPower),
+Added: (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”).
−Removed: Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through
−Removed: SuRo Capital Corp.’s wholly owned subsidiary, GSVC SVDS Holdings, Inc.
−Removed: As of December
−Removed: 31, 2022, $ 0.7 million of a $ 2.0 million capital commitment to True Global Ventures 4 Plus
−Removed: Fund LP had been called and funded.
−Removed: (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital
+Added: Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.’s wholly owned
+Added: subsidiary, GSVC SVDS Holdings, Inc.
+Added: As of December 31, 2022, $ 0.7 million of a $ 2.0 million capital commitment to True Global Ventures
+Added: 4 Plus Fund LP had been called and funded.
+Added: (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp.
do not entitle SuRo Capital Corp.
1 unchanged sentence
SuRo Capital Corp.
−Removed: not anticipate that SPBRX, INC.
−Removed: will pay distributions on a quarterly or regular basis or
−Removed: become a predictable distributor of distributions.
+Added: does not anticipate that SPBRX, INC.
+Added: will pay distributions on a quarterly or regular
+Added: basis or become a predictable distributor of distributions.
August 23, 2019, SuRo Capital Corp.
−Removed: amended the structure of its investment in OneValley,
+Added: amended the structure of its investment in OneValley, Inc.
(f/k/a NestGSV, Inc.).
−Removed: As part of the agreement, SuRo Capital Corp.’s equity holdings
−Removed: (warrants notwithstanding) were restructured into a derivative security.
+Added: the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.
OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period,
−Removed: ending August 23, 2024, while SuRo Capital Corp.
+Added: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024,
+Added: while SuRo Capital Corp.
can put the shares to OneValley, Inc.
−Removed: NestGSV, Inc.) at the end of the five year period.
−Removed: the year ended December 31, 2022, approximately $ 1.2 million has been received from Residential
−Removed: Homes for Rent, LLC (d/b/a Second Avenue) related to the 15 % term loan due December 23, 2023.
−Removed: Of the proceeds received, approximately $ 1.0 million repaid a portion of the outstanding
−Removed: principal and the remaining was attributed to interest.
−Removed: an investment that is the sponsor of a special purpose acquisition company formed for the
−Removed: purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
−Removed: reorganization or similar business combination with one or more businesses.
−Removed: November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with
−Removed: the Company became past due.
−Removed: March 22, 2022, Forge Global Holdings, Inc., completed its business combination with Motive
−Removed: Capital Corp.
−Removed: As a result of the transaction, each share of Forge Global, Inc.’s capital
−Removed: stock outstanding prior to the business combination was exchanged at the designated exchange
−Removed: ratio of approximately 3.123 .
+Added: (f/k/a NestGSV, Inc.) at the end of the five year period.
+Added: the year ended December 31, 2022, approximately $ 1.2 million has been received from Residential Homes for Rent, LLC (d/b/a Second
+Added: Avenue) related to the 15 % term loan due December 23, 2023.
+Added: Of the proceeds received, approximately $ 1.0 million repaid a portion
+Added: of the outstanding principal and the remaining was attributed to interest.
+Added: an investment that is the sponsor of a special purpose acquisition company formed for the purpose of effecting a merger, capital
+Added: stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
+Added: November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became past due.
+Added: March 22, 2022, Forge Global Holdings, Inc., completed its business combination with Motive Capital Corp.
+Added: As a result of the transaction,
+Added: each share of Forge Global, Inc.’s capital stock outstanding prior to the business combination was exchanged at the designated
+Added: exchange ratio of approximately 3.123 .
In addition, each warrant of Forge Global, Inc.
−Removed: was exchanged
−Removed: into warrants exercisable into common stock based on the exchange ratio of 3.123 .
−Removed: price of each converted warrant was determined by dividing the exercise price of the respective
−Removed: Forge Global, Inc.
+Added: was exchanged into warrants exercisable into
+Added: common stock based on the exchange ratio of 3.123 .
+Added: The exercise price of each converted warrant was determined by dividing the exercise
+Added: price of the respective Forge Global, Inc.
warrants by the exchange ratio, rounded to the nearest whole cent.
−Removed: and effective August 5, 2022, SuRo Capital Corp.
+Added: On and effective August
+Added: 5, 2022, SuRo Capital Corp.
notified Forge Global, Inc.
−Removed: of its intent
−Removed: to net exercise via cashless settlement its 230,144 common warrants in Forge Global, Inc.
−Removed: into 53,283 shares of Forge Global, Inc.’s public common stock, pursuant to the net
−Removed: exercise formula in the warrant agreement.
+Added: of its intent to net exercise via cashless settlement its 230,144 common
+Added: warrants in Forge Global, Inc.
+Added: into 53,283 shares of Forge Global, Inc.’s public common stock, pursuant to the net exercise
+Added: formula in the warrant agreement.
The exercise was effectuated on September 30, 2022.
−Removed: SURO CAPITAL CORP.
+Added: CAPITAL CORP.
AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1— NATURE OF OPERATIONS
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began its investment operations during the second quarter of 2011.
−Removed: table below displays the Company’s subsidiaries as of March 31, 2023, which, other than GSV Capital Lending, LLC (“GCL”)
+Added: table below displays the Company’s subsidiaries as of June 30, 2023, 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
33 unchanged sentences
criteria, subject to any applicable limitations under the 1940 Act.
−Removed: SURO CAPITAL CORP.
+Added: CAPITAL CORP.
AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2— SIGNIFICANT ACCOUNTING POLICIES
of Presentation
−Removed: The interim unaudited condensed
−Removed: consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S.
−Removed: generally accepted
−Removed: accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X under the Securities
−Removed: Exchange Act of 1934, as amended (the “Exchange Act”).
−Removed: The Company is an investment company following the specialized accounting
−Removed: and reporting guidance specified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification
−Removed: (“ASC”) Topic 946, Financial Services—Investment Companies .
−Removed: In the opinion of management, all adjustments, all
−Removed: of which were of a normal recurring nature, were considered necessary for the fair presentation of consolidated financial statements
−Removed: for the period have been included.
+Added: interim unaudited condensed consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity
+Added: generally accepted accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and
+Added: Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
+Added: The Company is an investment company
+Added: following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Board’s (“FASB”)
+Added: Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies .
+Added: In the opinion
+Added: of management, all adjustments, all of which were of a normal recurring nature, were considered necessary for the fair presentation of
+Added: consolidated financial statements for the period have been included.
results of operations for the current interim period are not necessarily indicative of results that ultimately may be achieved for any
30 unchanged sentences
The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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
9 unchanged sentences
the ability to access at the measurement date.
−Removed: SURO CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
2 —Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;
32 unchanged sentences
for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology,
−Removed: or provides a valuation or methodology that, in the judgment of management, our Board of Directors or the valuation committee of the
+Added: or provides a valuation or methodology that, in the judgment of management, the Company’s 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
−Removed: quarterly valuation process begins with each portfolio company or investment being initially
−Removed: valued by the internal investment professionals responsible for the portfolio investment;
−Removed: valuation conclusions are then documented and discussed with senior management;
−Removed: all investments for which there are no readily available market quotations, the Valuation
−Removed: Committee engages an independent third-party valuation firm to conduct independent appraisals,
−Removed: review management’s preliminary valuations and make its own independent assessment;
−Removed: The Valuation
−Removed: Committee applies the appropriate valuation methodology to each portfolio asset in a consistent manner, considers the inputs
−Removed: provided by management and the independent third-party valuation firm, discusses the valuations and recommends to the
−Removed: Company’s Board of Directors a fair value for each investment in the portfolio;
−Removed: Company’s Board of Directors then discusses the valuations recommended by the Valuation
−Removed: Committee and determines in good faith the fair value of each investment in the portfolio.
−Removed: SURO CAPITAL CORP.
+Added: quarterly valuation process begins with each portfolio company or investment being initially valued by the internal investment professionals
+Added: responsible for the portfolio investment;
+Added: valuation estimates are then documented and discussed with senior management;
+Added: all investments for which there are no readily available market quotations, the Valuation Committee engages an independent third-party
+Added: valuation firm to conduct independent appraisals, review management’s preliminary valuations and make its own independent assessment;
+Added: Valuation Committee applies the appropriate valuation methodology to each portfolio asset in a consistent manner, considers the inputs
+Added: provided by management and the independent third-party valuation firm, discusses the valuations and recommends to the Company’s
+Added: Board of Directors a fair value for each investment in the portfolio;
+Added: Company’s Board of Directors then discusses the valuations recommended by the Valuation Committee and determines in good faith
+Added: the fair value of each investment in the portfolio.
+Added: CAPITAL CORP.
AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
−Removed: valuing the Company’s investments in venture investment funds (“Venture Investment Funds”), the Company applies the
−Removed: practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value (“NAV”)
−Removed: per share (or its equivalent).
−Removed: ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies,
−Removed: or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily
−Removed: determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment.
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
making a good faith determination of the fair value of investments, the Board applies valuation methodologies consistent with industry
43 unchanged sentences
of these metrics may indicate a possible reduction in fair value.
−Removed: SURO CAPITAL CORP.
+Added: CAPITAL CORP.
AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
determining the fair value of equity or equity-linked securities (including warrants to purchase common or preferred stock) in a portfolio
31 unchanged sentences
at estimated fair value as determined in good faith by the Company’s Board of Directors.
+Added: Investment Funds
+Added: valuing the Company’s investments in venture investment funds (“Venture Investment Funds”), the Company applies the
+Added: practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value (“NAV”)
+Added: per share (or its equivalent).
+Added: ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies,
+Added: or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily
+Added: determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment.
Company Investment Classification
9 unchanged sentences
Refer to the Consolidated Schedules of Investments
−Removed: as of March 31, 2023 and December 31, 2022, for details regarding the nature and composition of the Company’s investment portfolio.
+Added: as of June 30, 2023 and December 31, 2022, for details regarding the nature and composition of the Company’s investment portfolio.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
portfolio companies in which the Company invests may offer their shares in IPOs.
13 unchanged sentences
transferred out of Level 3 due to an IPO, the Company transfers these investments based on their fair value at the IPO date.
−Removed: SURO CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company
6 unchanged sentences
and accrued expenses, approximate fair value due to their short-term nature.
−Removed: Company places its cash primarily with U.S.
−Removed: Bank Trust Company, National Association, and may place cash with other high-quality financial
−Removed: institutions.
+Added: Company custodies its cash with Western Alliance Trust Company, N.A., and may place cash in demand deposit accounts with other high-quality
+Added: financial institutions.
The cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit.
−Removed: The Company believes
−Removed: the risk of loss associated with any uninsured balance is remote.
+Added: believes the risk of loss associated with any uninsured balance is remote.
Proceeds Receivable
8 unchanged sentences
from contingent consideration are to be recognized when the amount of the contingent consideration becomes realized or realizable.
−Removed: of March 31, 2023 and December 31, 2022, the Company had $ 609,685 and $ 628,332 , respectively, in escrow proceeds receivable.
+Added: of June 30, 2023 and December 31, 2022, the Company had $ 375,965 and $ 628,332 , respectively, in escrow proceeds receivable.
Financing Costs
12 unchanged sentences
debt instrument.
−Removed: As of March 31, 2023 and December 31, 2022, the Company had deferred financing costs of $ 539,120
−Removed: and $ 555,761 ,
−Removed: respectively, on the Condensed Consolidated Statement of Assets and Liabilities.
−Removed: SURO CAPITAL CORP.
+Added: As of June 30, 2023 and December 31, 2022, the Company had deferred financing costs of $ 590,430 and $ 555,761 , respectively,
+Added: on the Condensed Consolidated Statement of Assets and Liabilities.
+Added: CAPITAL CORP.
AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Leases & Related Deposits
33 unchanged sentences
on the Condensed Consolidated Statement of Assets and Liabilities as escrow deposits.
−Removed: As of March 31, 2023 and December 31, 2022, the
+Added: As of June 30, 2023 and December 31, 2022, the
Company had no escrow deposits.
1 unchanged sentence
appreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment.
−Removed: SURO CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
Federal and State Income Taxes
11 unchanged sentences
31 of the subsequent tax year to which it was carried forward.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year
45 unchanged sentences
or when recognized over the next five years.
−Removed: The Company was taxed as a C Corporation for its 2012 and 2013 taxable years.
Refer to “Note
9—Income Taxes” for further details.
−Removed: SURO CAPITAL CORP.
+Added: CAPITAL CORP.
AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
−Removed: 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.
−Removed: As a result, the Company was required to pay a corporate-level U.S.
−Removed: federal income tax on the amount of the net built-in gains in its
−Removed: assets (the amount by which the net fair market value of the Company’s assets exceeds the net adjusted basis in its assets) either
−Removed: (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
−Removed: be January 1, 2014), or (2) to the extent that the Company recognized such net built-in gains during the five-year recognition period
−Removed: beginning on the date of conversion.
−Removed: As of January 1, 2014, the Company had net unrealized built-in gains, but did not incur a built-in-gains
−Removed: tax for the 2014 tax year due to the fact that there were sufficient net capital loss carryforwards to completely offset recognized built-in
−Removed: gains as well as available net operating losses.
−Removed: The five-year recognition period ended on December 31, 2018.
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Share Information
8 unchanged sentences
per Common Share—Basic and Diluted” for further detail.
−Removed: Issued or Adopted Accounting Standards
−Removed: March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address
−Removed: issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326):
−Removed: of Credit Losses on Financial Instruments”.
−Removed: The amendment, among other things, eliminates the accounting guidance for troubled
−Removed: debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing
−Removed: disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.
−Removed: The new guidance is effective for interim and annual periods beginning after December 15, 2022.
−Removed: The Company does not anticipate the new
−Removed: standard will have a material impact to the condensed consolidated financial statements and related disclosures.
+Added: Issued Accounting Standards
June 2022, the FASB issued ASU No.
7 unchanged sentences
of ASU 2022-03 is not expected to have a material impact on the Company’s future financial statements.
−Removed: SURO CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
−Removed: December 2021, the SEC published Staff Accounting Bulletin No.
−Removed: 120 (“SAB 120”) to provide accounting and disclosure
−Removed: guidance for stock compensation awards made to executives and conforming amendments to the Staff Accounting Bulletin Series to align
−Removed: with the current authoritative accounting guidance in ASC 718, Compensation – Stock Compensation .
−Removed: In part, SAB 120
−Removed: requires that an entity disclose how it determines the current price of underlying shares for grant-date fair value, the policy for
−Removed: when an adjustment to the share price is required, how it determines the amount of an adjustment to the share price and any
−Removed: significant assumptions used in determining an adjustment to the share price.
−Removed: SAB 120 is effective for all stock compensation awards
−Removed: issued after December 1, 2021.
−Removed: The Company is in compliance with the guidance pursuant to SAB 120 for any share-based compensation
−Removed: See “Note 11 – Stock-Based Compensation” for further discussion of the Company’s policies and
−Removed: procedures regarding share-based compensation.
−Removed: The Company does not expect the impact of SAB 120 to be material to the condensed
−Removed: 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
15 unchanged sentences
and any person controlling or under common control with the Company, subject to certain exceptions.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
the ordinary course of business, the Company may enter into transactions with portfolio companies that may be considered related-party
5 unchanged sentences
Company’s investment in Churchill Sponsor VI LLC, the sponsor of Churchill Capital Corp.
−Removed: 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.
4 unchanged sentences
VII LLC, the sponsor of Churchill Capital Corp.
−Removed: VII, a special purpose acquisition company, also constituted a “remote-affiliate”
+Added: VII, a SPAC, also constituted a “remote-affiliate”
transaction for purposes of the 1940 Act in light of the fact that Mr.
3 unchanged sentences
Klein’s brother, Michael Klein, is a control person of such Churchill entities.
−Removed: As of March 31, 2023, the fair values of the Company’s
+Added: As of June 30, 2023, 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.
−Removed: SURO CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
Company’s investment in Skillsoft Corp.
3 unchanged sentences
Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp.
−Removed: II, a special purpose acquisition company, and is a non-controlling
+Added: II, a SPAC, and was a non-controlling
member of the board of directors of Churchill Capital Corp.
2 unchanged sentences
Klein’s brother, Michael Klein, is a control person of such Churchill entities.
−Removed: As of March 31, 2023, the fair value of the
+Added: As of June 30, 2023, the fair value of the
Company’s investment in Skillsoft Corp.
10 unchanged sentences
equity interest in such investment manager.
−Removed: As of March 31, 2023, the fair values of the Company’s remote-affiliate investments
+Added: As of June 30, 2023, the fair values of the Company’s remote-affiliate investments
in Shogun Enterprises, Inc.
2 unchanged sentences
Findley and Claire Councill, a former investment professional of the Company until her departure on April 15, 2022, are
−Removed: non-controlling members of the board of directors of Colombier Acquisition Corp., a special purpose acquisition company, which is sponsored
+Added: non-controlling members of the board of directors of Colombier Acquisition Corp., a SPAC, which is sponsored
by Colombier Sponsor LLC, one of the Company’s portfolio companies.
The Company’s investment in AltC Sponsor LLC, the sponsor
−Removed: of AltC Acquisition Corp, a special purpose acquisition company, constituted a “remote-affiliate” transaction for purposes
+Added: of AltC Acquisition Corp, a SPAC, constituted a “remote-affiliate” transaction for purposes
of the 1940 Act in light of the fact that Mr.
2 unchanged sentences
member of the board of directors of AltC Acquisition Corp.
−Removed: As of March 31, 2023, the fair values of the Company’s aggregate investments
+Added: As of June 30, 2023, the fair values of the Company’s aggregate investments
in each of Colombier Sponsor LLC and AltC Sponsor LLC were $ 17,182,605 and $ 250,000 , respectively.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4— INVESTMENTS AT FAIR VALUE
6 unchanged sentences
Treasury securities.
−Removed: As of March 31, 2023, the Company had 64 positions in 37 portfolio companies.
+Added: As of June 30, 2023, the Company had 61 positions in 37 portfolio companies.
As of December 31, 2022, the Company
had 64 positions in 39 portfolio companies.
−Removed: SURO CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of
−Removed: March 31, 2023 and December 31, 2022:
+Added: June 30, 2023 and December 31, 2022:
OF COMPOSITION OF INVESTMENT PORTFOLIO
−Removed: March 31, 2023
+Added: June 30, 2023
December 31, 2022
6 unchanged sentences
$ 117,214,465
−Removed: $ 117,214,465
Debt Investments
9 unchanged sentences
$ 242,245,395
−Removed: geographic and industrial compositions of the Company’s portfolio at fair value as of March 31, 2023 and December 31, 2022 were
−Removed: As of March 31, 2023
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: geographic and industrial compositions of the Company’s portfolio at fair value as of June 30, 2023 and December 31, 2022 were
+Added: As of June 30, 2023
As of December 31, 2022
7 unchanged sentences
$ 157,188,578
−Removed: As of March 31, 2023
+Added: As of June 30, 2023
As of December 31, 2022
3 unchanged sentences
Percentage of
−Removed: Education Technology
Financial Technology
+Added: Education Technology
Big Data/Cloud
3 unchanged sentences
$ 157,188,578
−Removed: SURO CAPITAL CORP.
+Added: CAPITAL CORP.
AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
table below details the composition of the Company’s industrial themes presented in the preceding tables:
−Removed: Education Software
+Added: Contract Management Software
Innovation Platform
2 unchanged sentences
Estate Platform
−Removed: Subscription Fashion Rental
+Added: Fashion Rental
Improvement Finance
10 unchanged sentences
Sustainability
−Removed: SURO CAPITAL CORP.
+Added: CAPITAL CORP.
AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
+Added: TO CONDENSED 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
−Removed: level of significant input used in the valuation as of March 31, 2023 and December 31, 2022 are as follows:
+Added: level of significant input used in the valuation as of June 30, 2023 and December 31, 2022 are as follows:
OF FAIR VALUE OF INVESTMENT VALUATION INPUTS
−Removed: As of March 31, 2023
−Removed: Quoted Prices in
+Added: As of June 30, 2023
Active Markets for
4 unchanged sentences
Preferred Stock
−Removed: $ 112,693,622
−Removed: $ 112,693,622
Debt Investments
24 unchanged sentences
$ 242,245,395
−Removed: SURO CAPITAL CORP.
+Added: CAPITAL CORP.
AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
+Added: TO CONDENSED 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 fair value measurements
−Removed: of the Company’s Level 3 assets as of March 31, 2023 and December 31, 2022.
+Added: of the Company’s Level 3 assets as of June 30, 2023 and December 31, 2022.
In addition to the techniques and inputs noted in the
4 unchanged sentences
To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’s
−Removed: Level 3 fair value measurements as of March 31, 2023 and December 31, 2022.
+Added: Level 3 fair value measurements as of June 30, 2023 and December 31, 2022.
Significant changes in the inputs in isolation would result
3 unchanged sentences
OF FAIR VALUE OF ASSETS ON UNOBSERVABLE INPUT
−Removed: As of March 31, 2023
−Removed: Technique (1)
+Added: of June 30, 2023
+Added: Valuation Approach/ Technique (1)
Unobservable Inputs (2)
−Removed: (Weighted Average) (3)
+Added: Range (Weighted Average) (3)
Common stock in private companies
1 unchanged sentence
Revenue multiples
−Removed: 1.01 x - 9.86 x ( 8.22 x)
Preferred stock in private companies
2 unchanged sentences
0.16 x - 11.7 x ( 2.79 x)
−Removed: $ 112,693,622
Discount rate
−Removed: 15.0 % ( 15.0 %)
−Removed: Revenue multiples
−Removed: 1.8 x - 2.01 x
−Removed: 10.0 % ( 10.0 %)
−Removed: Financing Risk
−Removed: 75.0 % ( 75.0 %)
Debt investments
1 unchanged sentence
Revenue multiples
−Removed: 0.39 x - 5.24 x ( 3.34 x)
Option pricing model
Term to expiration (Years)
−Removed: 0.75 x - 5.04 x
−Removed: of March 31, 2023, the Board used a hybrid market and income approach to value certain common
−Removed: and preferred stock investments as the Board felt this approach better reflected the fair
−Removed: value of these investments.
−Removed: In considering multiple valuation approaches (and consequently,
−Removed: multiple valuation techniques), the valuation approaches and techniques are not likely to
−Removed: change from one period of measurement to the next;
−Removed: however, the weighting of each in determining
−Removed: the final fair value of a Level 3 investment may change based on recent events or transactions.
−Removed: The hybrid approach may also consider certain risk weightings to account for the uncertainty
−Removed: of future events.
−Removed: Refer to “Note 2—Significant Accounting Policies— Investments
−Removed: at Fair Value ” for more detail.
−Removed: Board considers all relevant information that can reasonably be obtained when determining
−Removed: the fair value of Level 3 investments.
−Removed: Due to any given portfolio company’s information
−Removed: rights, changes in capital structure, recent events, transactions, or liquidity events, the
−Removed: type and availability of unobservable inputs may change.
−Removed: Increases/(decreases) in revenue
−Removed: multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration,
−Removed: and stock price/strike price would result in higher (lower) fair values, all else equal.
−Removed: Decreases/(increases) in discount rates, volatility, and annual risk rates, would result
−Removed: in higher (lower) fair values, all else equal.
−Removed: The market approach utilizes market value
−Removed: (revenue and EBIT) multiples of publicly traded comparable companies and available precedent
−Removed: sales transactions of comparable companies.
−Removed: The Board carefully considers numerous factors
−Removed: when selecting the appropriate companies whose multiples are used to value its portfolio
−Removed: These factors include, but are not limited to, the type of organization, similarity
−Removed: to the business being valued, relevant risk factors, as well as size, profitability and growth
−Removed: expectations.
−Removed: In general, precedent transactions include recent rounds of financing, recent
−Removed: purchases made by the Company, and tender offers.
−Removed: Refer to “Note 2—Significant
−Removed: Accounting Policies— Investments at Fair Value ” for more detail.
+Added: of June 30, 2023, the Board used a hybrid market and income approach to value certain common and preferred stock investments as the
+Added: Board felt this approach better reflected the fair value of these investments.
+Added: In considering multiple valuation approaches (and
+Added: consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of
+Added: measurement to the next;
+Added: however, the weighting of each in determining the final fair value of a Level 3 investment may change based
+Added: on recent events or transactions.
+Added: The hybrid approach may also consider certain risk weightings to account for the uncertainty of
+Added: future events.
+Added: Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more
+Added: Board considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments.
+Added: Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity
+Added: events, the type and availability of unobservable inputs may change.
+Added: Increases/(decreases) in revenue multiples, earnings before
+Added: interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower)
+Added: fair values, all else equal.
+Added: Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in higher (lower)
+Added: fair values, all else equal.
+Added: The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable
+Added: companies and available precedent sales transactions of comparable companies.
+Added: The Board carefully considers numerous factors when
+Added: selecting the appropriate companies whose multiples are used to value its portfolio companies.
+Added: These factors include, but are not
+Added: limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability
+Added: and growth expectations.
+Added: In general, precedent transactions include recent rounds of financing, recent purchases made by the Company,
+Added: and tender offers.
+Added: 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”.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Probability-Weighted
Expected Return Method, or “PWERM”.
−Removed: SURO CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
−Removed: As of December 31, 2022
−Removed: Technique (1)
+Added: of December 31, 2022
+Added: Valuation Approach/ Technique (1)
Unobservable Inputs (2)
−Removed: (Weighted Average) (3)
+Added: Range (Weighted Average) (3)
Common stock in private companies
28 unchanged sentences
15.0 % ( 15.0 %)
−Removed: of December 31, 2022, the Board used a hybrid market and income approach to value certain
−Removed: common and preferred stock investments as the Board felt this approach better reflected the
−Removed: fair value of these investments.
−Removed: In considering multiple valuation approaches (and consequently,
−Removed: multiple valuation techniques), the valuation approaches and techniques are not likely to
−Removed: change from one period of measurement to the next;
−Removed: however, the weighting of each in determining
−Removed: the final fair value of a Level 3 investment may change based on recent events or transactions.
+Added: of December 31, 2022, the Board used a hybrid market and income approach to value certain common and preferred stock investments
+Added: as the Board felt this approach better reflected the fair value of these investments.
+Added: In considering multiple valuation approaches
+Added: (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period
+Added: of measurement to the next;
+Added: however, the weighting of each in determining the final fair value of a Level 3 investment may change
+Added: based on recent events or transactions.
The hybrid approach may also consider certain risk weightings to account for the uncertainty
of future events.
−Removed: Refer to “Note 2—Significant Accounting Policies— Investments
−Removed: at Fair Value ” for more detail.
−Removed: Board considers all relevant information that can reasonably be obtained when determining
−Removed: the fair value of Level 3 investments.
−Removed: Due to any given portfolio company’s information
−Removed: rights, changes in capital structure, recent events, transactions, or liquidity events, the
−Removed: type and availability of unobservable inputs may change.
−Removed: Increases/(decreases) in revenue
−Removed: multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration,
−Removed: and stock price/strike price would result in higher (lower) fair values, all else equal.
−Removed: Decreases/(increases) in discount rates, volatility, and annual risk rates, would result
−Removed: in higher (lower) fair values, all else equal.
−Removed: The market approach utilizes market value
−Removed: (revenue and EBIT) multiples of publicly traded comparable companies and available precedent
−Removed: sales transactions of comparable companies.
−Removed: The Company carefully considers numerous factors
−Removed: when selecting the appropriate companies whose multiples are used to value its portfolio
−Removed: These factors include, but are not limited to, the type of organization, similarity
−Removed: to the business being valued, relevant risk factors, as well as size, profitability and growth
−Removed: expectations.
−Removed: In general, precedent transactions include recent rounds of financing, recent
−Removed: purchases made by the Company, and tender offers.
−Removed: Refer to “Note 2—Significant
−Removed: Accounting Policies— Investments at Fair Value ” for more detail.
+Added: Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for
+Added: Board considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments.
+Added: Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity
+Added: events, the type and availability of unobservable inputs may change.
+Added: Increases/(decreases) in revenue multiples, earnings before
+Added: interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower)
+Added: fair values, all else equal.
+Added: Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in higher (lower)
+Added: fair values, all else equal.
+Added: The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable
+Added: companies and available precedent sales transactions of comparable companies.
+Added: The Company carefully considers numerous factors when
+Added: selecting the appropriate companies whose multiples are used to value its portfolio companies.
+Added: These factors include, but are not
+Added: limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability
+Added: and growth expectations.
+Added: In general, precedent transactions include recent rounds of financing, recent purchases made by the Company,
+Added: and tender offers.
+Added: 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.
2 unchanged sentences
Expected Return Method, or “PWERM”.
−Removed: SURO CAPITAL CORP.
+Added: CAPITAL CORP.
AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
−Removed: aggregate values of Level 3 assets and liabilities changed during the three months ended March 31, 2023 as follows:
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: aggregate values of Level 3 assets and liabilities changed during the six months ended June 30, 2023 as follows:
OF AGGREGATE VALUE OF ASSETS AND LIABILITIES
−Removed: Three Months Ended March 31, 2023
+Added: Six Months Ended June 30, 2023
Fair Value as of December 31, 2022
6 unchanged sentences
Realized gains/(losses)
−Removed: Net change in unrealized appreciation/(depreciation) included in earnings
( 10,914,376 )
( 9,615,023 )
−Removed: Fair Value as of March 31, 2023
+Added: Net change in unrealized appreciation/(depreciation) included in earnings
( 8,145,056 )
+Added: Fair Value as of June 30, 2023
$ 148,731,849
−Removed: Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of March 31, 2023
+Added: Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of June 30, 2023
$ ( 19,059,432 )
$ ( 873,434 )
−Removed: During the three months ended March 31,
−Removed: 2023 , the Company’s portfolio investments had the
−Removed: following corporate actions which are reflected above:
−Removed: Technologies, Inc.
−Removed: shares, Series D
+Added: $ ( 8,226,992 )
+Added: the six months ended June 30, 2023, the Company’s portfolio investments had the following corporate actions which are reflected
+Added: Portfolio Company
+Added: Conversion from
+Added: Conversion to
+Added: Orchard Technologies, Inc.
+Added: Preferred shares, Series D
Simple Agreement for Future Equity
−Removed: Preferred shares, Series 1
−Removed: Preferred shares, Series 2
−Removed: A Common Shares
+Added: Senior Preferred shares, Series 1
+Added: Senior Preferred shares, Series 2
+Added: Class A Common Shares
aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2022 as follows:
31 unchanged sentences
$ ( 70,818,192 )
−Removed: the year ended December 31, 2022, the Company’s portfolio investments had the following
−Removed: corporate actions which are reflected above:
−Removed: Shares, Class AA
−Removed: Preferred Shares
−Removed: Preferred Warrants, Strike Price $ 12.42 , Expiration Date 11/9/2025
−Removed: Common shares (Level 2)
−Removed: warrants, Strike Price $ 3.98 , Expiration Date 11/9/2025 (Level 2)
−Removed: SURO CAPITAL CORP.
+Added: the year ended December 31, 2022, the Company’s portfolio investments had the following corporate actions which are reflected
+Added: Portfolio Company
+Added: Conversion from
+Added: Conversion to
+Added: Forge Global, Inc.
+Added: Common Shares, Class AA
+Added: Junior Preferred Shares
+Added: Junior Preferred Warrants, Strike Price $ 12.42 , Expiration Date 11/9/2025
+Added: Public Common shares (Level 2)
+Added: Common warrants, Strike Price $ 3.98 , Expiration Date 11/9/2025 (Level 2)
+Added: CAPITAL CORP.
AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: March 31, 2023
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
of Investments In, and Advances to, Affiliates
−Removed: during the three months ended March 31, 2023 involving the Company’s controlled investments and non-controlled/affiliate investments
+Added: during the six months ended June 30, 2023 involving the Company’s controlled investments and non-controlled/affiliate investments
were as follows:
4 unchanged sentences
Gains/(Losses)
−Removed: Value at March 31, 2023
+Added: Gains/(Losses)
+Added: Value at June 30, 2023
INVESTMENTS * (2)
1 unchanged sentence
Sponsor LLC**–Class W Units (7)
−Removed: $ ( 563,487 )
Total Options
12 unchanged sentences
(f/k/a NestGSV, Inc.) –Convertible Promissory Note 8%, Due 8/23/2024 (3)
+Added: $ ( 1,027,809 )
+Added: ( 1,027,809 )
Maven Research,
6 unchanged sentences
Inc.–Preferred shares, Series A 6% (8)
−Removed: Media, Inc.–Preferred shares, Series Seed 6% (8)
+Added: Inc.–Preferred shares, Series Seed 6% (8)
Digital Media Platform
6 unchanged sentences
Media Platform
−Removed: Inc.–Common Warrants, Strike Price $ 0.01 , Expiration Date 4/9/2028 (8)
+Added: Ozy Media, Inc.–Common
+Added: Warrants, Strike Price $ 0.01 , Expiration Date 4/9/2028 (8)
Innovation Platform
2 unchanged sentences
Global Innovation Platform
−Removed: Inc.–Common shares
+Added: Curious.com, Inc.–Common
NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
4 unchanged sentences
portfolio investments are non-income-producing, unless otherwise identified.
−Removed: Equity investments
−Removed: are subject to lock-up restrictions upon their IPO.
−Removed: Preferred dividends are generally only
−Removed: payable when declared and paid by the portfolio company’s board of directors.
−Removed: The Company’s
−Removed: directors, officers, employees and staff, as applicable, may serve on the board of directors
−Removed: of the Company’s portfolio investments.
−Removed: (Refer to “Note 3—Related-Party
−Removed: Arrangements”).
−Removed: All portfolio investments are considered Level 3 and valued using significant
−Removed: unobservable inputs, unless otherwise noted.
−Removed: (Refer to “Note 4—Investments at
−Removed: Fair Value”).
−Removed: All portfolio investments are considered Level 3 and valued using unobservable
−Removed: inputs, unless otherwise noted.
−Removed: All of the Company’s portfolio investments are restricted
−Removed: as to resale, unless otherwise noted, and were valued at fair value as determined in good
−Removed: faith by the Company’s Board of Directors.
−Removed: (Refer to “Note 2—Significant
−Removed: Accounting Policies—Investments at Fair Value”).
+Added: Equity investments are subject to lock-up restrictions
+Added: upon their IPO.
+Added: Preferred dividends are generally only payable when declared and paid by the portfolio company’s board of directors.
+Added: The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s
+Added: portfolio investments.
+Added: (Refer to “Note 3—Related-Party Arrangements”).
+Added: All portfolio investments are considered
+Added: Level 3 and valued using significant unobservable inputs, unless otherwise noted.
+Added: (Refer to “Note 4—Investments at Fair
+Added: All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted.
+Added: of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as
+Added: determined in good faith by the Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant Accounting Policies—Investments
+Added: at Fair Value”).
assets that SuRo Capital Corp.
−Removed: believes do not represent “qualifying assets”
−Removed: under Section 55(a) of the 1940 Act.
−Removed: Of the Company’s total investments as of March
−Removed: 31, 2023, 20.49 % of its total investments are non-qualifying assets.
−Removed: *** Investment
+Added: believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.
+Added: the Company’s total investments as of June 30, 2023, 20.76 % of its total investments are non-qualifying assets.
is income-producing.
−Removed: (1) “Affiliate
−Removed: Investments” are investments in those companies that are “Affiliated Companies”
−Removed: of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, a company is deemed to be
−Removed: an “Affiliate” of SuRo Capital Corp.
+Added: Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined
+Added: in the 1940 Act.
+Added: In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp.
−Removed: beneficially owns,
−Removed: directly or indirectly, between 5% and 25% of the voting securities ( i.e.
−Removed: with the right to elect directors) of such company.
−Removed: Investments” are investments in those companies that are “Controlled Companies”
−Removed: of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, under the 1940 Act, the Company
−Removed: would “Control” a portfolio company if the Company beneficially owns, directly
−Removed: or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
−Removed: the right to elect directors) and/or had the power to exercise control over the management
−Removed: or policies of such portfolio company.
−Removed: of March 31, 2023, the investments noted had been placed on non-accrual status.
−Removed: (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital
+Added: owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.
+Added: , securities with the right to elect directors)
+Added: of such company.
+Added: Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined
+Added: in the 1940 Act.
+Added: In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially
+Added: owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors)
+Added: and/or had the power to exercise control over the management or policies of such portfolio company.
+Added: of June 30, 2023, the investments noted had been placed on non-accrual status.
+Added: (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp.
do not entitle SuRo Capital Corp.
2 unchanged sentences
does not anticipate that SPBRX, INC.
−Removed: will pay distributions on a quarterly or regular basis
−Removed: or become a predictable distributor of distributions.
−Removed: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
−Removed: wholly owned subsidiary, GSVC SW Holdings, Inc.
+Added: will pay distributions on a quarterly or regular
+Added: basis or become a predictable distributor of distributions.
+Added: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW
+Added: Holdings, Inc.
August 23, 2019, SuRo Capital Corp.
−Removed: amended the structure of its investment in OneValley,
+Added: amended the structure of its investment in OneValley, Inc.
(f/k/a NestGSV, Inc.).
−Removed: As part of the agreement, SuRo Capital Corp.’s equity holdings
−Removed: (warrants notwithstanding) were restructured into a derivative security.
+Added: the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.
OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period,
−Removed: ending August 23, 2024, while SuRo Capital Corp.
+Added: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024,
+Added: while SuRo Capital Corp.
can put the shares to OneValley, Inc.
−Removed: NestGSV, Inc.) at the end of the five year period.
−Removed: (7) Colombier
−Removed: Sponsor LLC is the sponsor of Colombier Acquisition Corp., a special purpose acquisition
−Removed: company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
−Removed: stock purchase, reorganization or similar business combination with one or more businesses.
−Removed: (8) On March 1, 2023, Ozy Media, Inc.
+Added: (f/k/a NestGSV, Inc.) at the end of the five year period.
+Added: Sponsor LLC is the sponsor of Colombier Acquisition Corp., a SPAC formed for the purpose of effecting
+Added: a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more
+Added: March 1, 2023, Ozy Media, Inc.
suspended operations.
+Added: On May 4, 2023, SuRo Capital Corp.
+Added: abandoned its investment in Ozy Media, Inc.
CAPITAL CORP.
13 unchanged sentences
Sponsor LLC**–Class W Units (7)
+Added: Total Options
(f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A (4)
−Removed: Preferred Stock
+Added: Total Preferred
(f/k/a GSV Sustainability Partners, Inc.)–Common shares
6 unchanged sentences
INVESTMENTS * (1)
+Added: Debt Investments
Innovation Platform
(f/k/a NestGSV, Inc.) –Convertible Promissory Note 8%, Due 8/23/2024 (3)
−Removed: Debt Investments
Maven Research,
6 unchanged sentences
Inc.–Preferred shares, Series A 6%
−Removed: Media, Inc.–Preferred shares, Series Seed 6%
+Added: Inc.–Preferred shares, Series Seed 6%
Digital Media Platform
5 unchanged sentences
( 1,879,887 )
−Removed: Preferred Stock
+Added: Total Preferred
( 1,879,887 )
Media Platform
−Removed: Inc.–Common Warrants, Strike Price $ 0.01 , Expiration Date 4/9/2028
+Added: Media, Inc.–Common Warrants, Strike Price $ 0.01 , Expiration Date 4/9/2028
Innovation Platform
3 unchanged sentences
( 1,616,141 )
−Removed: Global Innovation Platform
+Added: Innovation Platform
( 1,550,762 )
7 unchanged sentences
portfolio investments are non-income-producing, unless otherwise identified.
−Removed: Equity investments
−Removed: are subject to lock-up restrictions upon their IPO.
−Removed: Preferred dividends are generally only
−Removed: payable when declared and paid by the portfolio company’s board of directors.
−Removed: The Company’s
−Removed: directors, officers, employees and staff, as applicable, may serve on the board of directors
−Removed: of the Company’s portfolio investments.
−Removed: (Refer to “Note 3—Related-Party
−Removed: Arrangements”).
−Removed: All portfolio investments are considered Level 3 and valued using significant
−Removed: unobservable inputs, unless otherwise noted.
−Removed: (Refer to “Note 4—Investments at
−Removed: Fair Value”).
−Removed: All portfolio investments are considered Level 3 and valued using unobservable
−Removed: inputs, unless otherwise noted.
−Removed: All of the Company’s portfolio investments are restricted
−Removed: as to resale, unless otherwise noted, and were valued at fair value as determined in good
−Removed: faith by the Company’s Board of Directors.
−Removed: (Refer to “Note 2—Significant
−Removed: Accounting Policies—Investments at Fair Value”).
−Removed: Indicates assets that SuRo Capital Corp.
+Added: Equity investments are subject to lock-up restrictions
+Added: upon their IPO.
+Added: Preferred dividends are generally only payable when declared and paid by the portfolio company’s board of directors.
+Added: The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s
+Added: portfolio investments.
+Added: (Refer to “Note 3—Related-Party Arrangements”).
+Added: All portfolio investments are considered
+Added: Level 3 and valued using significant unobservable inputs, unless otherwise noted.
+Added: (Refer to “Note 4—Investments at Fair
+Added: All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted.
+Added: of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as
+Added: determined in good faith by the Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant Accounting Policies—Investments
+Added: at Fair Value”).
+Added: assets that SuRo Capital Corp.
believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.
−Removed: Of the Company’s total investments
−Removed: as of December 31, 2022, 14.47 % of its total investments are non-qualifying assets.
−Removed: *** Investment
+Added: the Company’s total investments as of December 31, 2022, 14.47 % of its total investments are non-qualifying assets.
is income-producing.
−Removed: (1) “Affiliate
−Removed: Investments” are investments in those companies that are “Affiliated Companies”
−Removed: of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, a company is deemed to be
−Removed: an “Affiliate” of SuRo Capital Corp.
+Added: Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined
+Added: in the 1940 Act.
+Added: In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp.
−Removed: beneficially owns,
−Removed: directly or indirectly, between 5% and 25% of the voting securities ( i.e.
−Removed: with the right to elect directors) of such company.
−Removed: Investments” are investments in those companies that are “Controlled Companies”
−Removed: of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, under the 1940 Act, the Company
−Removed: would “Control” a portfolio company if the Company beneficially owns, directly
−Removed: or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
−Removed: the right to elect directors) and/or had the power to exercise control over the management
−Removed: or policies of such portfolio company.
+Added: owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.
+Added: , securities with the right to elect directors)
+Added: of such company.
+Added: Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined
+Added: in the 1940 Act.
+Added: In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially
+Added: owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors)
+Added: 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.
−Removed: (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital
+Added: (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp.
do not entitle SuRo Capital Corp.
2 unchanged sentences
does not anticipate that SPBRX, INC.
−Removed: will pay distributions on a quarterly or regular basis
−Removed: or become a predictable distributor of distributions.
−Removed: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
−Removed: wholly owned subsidiary, GSVC SW Holdings, Inc.
+Added: will pay distributions on a quarterly or regular
+Added: basis or become a predictable distributor of distributions.
+Added: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW
+Added: Holdings, Inc.
August 23, 2019, SuRo Capital Corp.
−Removed: amended the structure of its investment in OneValley,
+Added: amended the structure of its investment in OneValley, Inc.
(f/k/a NestGSV, Inc.).
−Removed: As part of the agreement, SuRo Capital Corp.’s equity holdings
−Removed: (warrants notwithstanding) were restructured into a derivative security.
+Added: the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.
OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period,
−Removed: ending August 23, 2024, while SuRo Capital Corp.
+Added: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024,
+Added: while SuRo Capital Corp.
can put the shares to OneValley, Inc.
−Removed: NestGSV, Inc.) at the end of the five year period.
−Removed: (7) Colombier
−Removed: Sponsor LLC is the sponsor of Colombier Acquisition Corp., a special purpose acquisition
−Removed: company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
−Removed: stock purchase, reorganization or similar business combination with one or more businesses.
+Added: (f/k/a NestGSV, Inc.) at the end of the five year period.
+Added: Sponsor LLC is the sponsor of Colombier Acquisition Corp., a special purpose acquisition company formed for the purpose of effecting
+Added: a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more
CAPITAL CORP.
39 unchanged sentences
the Company to acquire any specific number of shares of its common stock.
−Removed: Under the Share Repurchase Program, we may repurchase our outstanding
−Removed: common stock in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the
−Removed: applicable provisions of the 1940 Act and the Securities Exchange Act of 1934, as amended.
−Removed: the three months ended March 31, 2023, the Company did no t repurchase any shares of the Company’s common stock under the Share
−Removed: Repurchase Program.
−Removed: During the three months ended March 31, 2022, the Company repurchased 153,517
−Removed: shares of the Company’s common stock under the Share Repurchase Program.
−Removed: As of March 31, 2023, the dollar value of shares that
−Removed: remained available to be purchased by the Company under the Share Repurchase Program was approximately $ 16.4
−Removed: On October 19, 2022, the Company’s Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October
−Removed: 31, 2023 or (ii) the repurchase of $ 55.0 million in aggregate amount of the Company’s common stock.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: Under the Share Repurchase Program, the Company may repurchase
+Added: its outstanding common stock in the open market provided that it complies with the prohibitions under its insider trading policies and
+Added: procedures and the applicable provisions of the 1940 Act and the Exchange Act.
+Added: the three and six months ended June 30, 2023, the Company did no t
+Added: repurchase any shares of the Company’s common stock under the Share Repurchase Program.
+Added: During the three and six months ended June
+Added: 30, 2022, the Company repurchased 855,159
+Added: and 1,008,676
+Added: shares of the Company’s common stock under
+Added: the Share Repurchase Program.
+Added: As of June 30, 2023, the dollar value of shares that remained available to be purchased by the Company
+Added: under the Share Repurchase Program was approximately $ 16.4
+Added: Dutch Auction Tender Offer
+Added: March 17, 2023, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”)
+Added: to purchase up to 3,000,000 shares of its common stock from its stockholders, which expired on April 17, 2023.
+Added: In accordance with the
+Added: terms of the Modified Dutch Auction Tender Offer, the Company selected the lowest price per share of not less than $ 3.00 per share and
+Added: not greater than $ 4.50 per share.
+Added: to the Modified Dutch Auction Tender Offer, the Company repurchased 3,000,000 shares, representing 10.6 % of its outstanding shares, on
+Added: or about April 21, 2023 at a price of $ 4.50 per share.
+Added: The Company used available cash to fund the purchase of its shares of common stock
+Added: in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.
and Restated 2019 Equity Incentive Plan
1 unchanged sentence
under the Amended & Restated 2019 Equity Incentive Plan (as defined therein).
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At-the-Market
22 unchanged sentences
agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
−Removed: the three months ended March 31, 2023, the Company did no t issue or sell shares under the ATM program.
−Removed: During the three months ended March 31, 2022, the Company issued and sold 17,807 Shares under the ATM Program at
−Removed: weighted-average price of $ 13.01 per share, for gross proceeds of $ 231,677 and net proceeds of $ 229,896 , after deducting commissions to
−Removed: the Agents on Shares sold.
−Removed: As of March 31, 2023, up to
−Removed: approximately $ 98.8 million
−Removed: in aggregate amount of the Shares remain available for sale under the ATM Program.
+Added: the three and six months ended June 30, 2023, the Company did no t issue or sell shares under the ATM program.
+Added: During the three and six
+Added: months ended June 30, 2022, the Company issued and sold 0 and 17,807 shares, respectively, under the ATM Program at weighted-average
+Added: 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
+Added: As of June 30, 2023, up to approximately $ 98.8 million in aggregate amount of the Shares remain available for sale under
+Added: 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
−Removed: share, pursuant to ASC 260, for the three months ended March 31, 2023 and 2022.
+Added: share, pursuant to ASC 260, for the three and six months ended June 30, 2023 and 2022.
OF BASIC AND DILUTED COMMON SHARE
−Removed: Months Ended March 31,
−Removed: per common share–basic:
−Removed: Net change in net assets resulting
−Removed: from operations
−Removed: Weighted-average common
−Removed: per common share–basic
−Removed: per common share–diluted:
+Added: Three Months Ended June 30,
+Added: Months Ended June 30,
+Added: Earnings per common share–basic:
Net change in net assets resulting from operations
−Removed: Weighted-average common
−Removed: shares outstanding–diluted (1)
−Removed: per common share–diluted
−Removed: the three months ended March 31, 2023 and March 31, 2022, there were no potentially dilutive securities outstanding.
+Added: $ ( 15,620,024 )
+Added: $ ( 94,339,688 )
+Added: Weighted-average common shares–basic
+Added: Earnings per common share–basic
+Added: Earnings per common share–diluted:
+Added: Net change in net assets resulting from operations
+Added: $ ( 15,620,024 )
+Added: $ ( 94,339,688 )
+Added: Weighted-average common shares outstanding–diluted (1)
+Added: Earnings per common share–diluted
+Added: the three and six months ended June 30, 2023 and June 30, 2022, there were no potentially dilutive securities
CAPITAL CORP.
4 unchanged sentences
company at some future date or over a specified period of time.
+Added: As of June 30, 2023, the Company had approximately $ 5.8 million in non-binding investment agreements that required
+Added: 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
4 unchanged sentences
The Company is not currently a party to any material legal proceedings.
−Removed: Leases & Related Deposits
+Added: Leases and 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
3 unchanged sentences
lease cost that is amortized on a straight-line basis over the life of the lease.
−Removed: of March 31, 2023 and December 31, 2022, the Company booked a right-of-use asset and operating lease liability of $ 252,135 and $ 288,268 ,
+Added: of June 30, 2023 and December 31, 2022, the Company booked a right-of-use asset and operating lease liability of $ 206,554
+Added: and $ 288,268 ,
respectively, on the Condensed Consolidated Statement of Assets and Liabilities.
−Removed: As of March 31, 2023 and December 31, 2022, the Company
−Removed: recorded a security deposit of $ 16,574 and $ 16,574 , respectively, on the Condensed Consolidated Statement of Assets and Liabilities.
−Removed: For the three months ended March 31, 2023 and 2022, the Company incurred $ 48,723 and $ 47,332 , respectively, of operating lease expense.
−Removed: The amounts reflected on the Condensed Consolidated Statement of Assets and Liabilities have been discounted using the rate implicit
−Removed: in the lease.
−Removed: As of March 31, 2023, the remaining lease term was 1.3 years and the discount rate was 3.00 %.
−Removed: following table shows future minimum payments under the Company’s operating lease as of March 31, 2023:
+Added: As of June 30, 2023 and December 31, 2022, the
+Added: Company recorded a security deposit of $ 16,574
+Added: and $ 16,574 ,
+Added: respectively, on the Condensed Consolidated Statement of Assets and Liabilities.
+Added: For the three months ended June 30, 2023 and 2022,
+Added: the Company incurred $ 50,441
+Added: and $ 47,349 ,
+Added: respectively, of operating lease expense.
+Added: For the six months ended June 30, 2023 and 2022, the Company incurred $ 99,164 and $ 94,721 ,
+Added: respectively, of operating lease expense.
+Added: The amounts reflected on the Condensed Consolidated Statement of Assets and Liabilities
+Added: have been discounted using the rate implicit in the lease.
+Added: As of June 30, 2023, the remaining lease term was 1.1
+Added: years and the discount rate was 3.00 %.
+Added: following table shows future minimum payments under the Company’s operating lease as of June 30, 2023:
OF FUTURE MINIMUM PAYMENTS OF OPERATING LEASE
−Removed: Years Ended December 31,
+Added: For the Years Ended December 31,
CAPITAL CORP.
3 unchanged sentences
OF FINANCIAL HIGHLIGHTS
−Removed: Months Ended March 31,
−Removed: Basic Share Data
−Removed: asset value at beginning of the year
−Removed: investment loss (1)
−Removed: realized gain on investments (1)
−Removed: change in unrealized appreciation/(depreciation) of investments (1)
−Removed: of common stock from public offering (1)
−Removed: of common stock (1)
−Removed: compensation (1)
−Removed: asset value at end of period
−Removed: share market value at end of period
−Removed: return based on market value (2)
−Removed: return based on net asset value (2)
−Removed: outstanding at end of period
−Removed: Ratios/Supplemental
−Removed: assets at end of period
+Added: Three Months Ended June 30,
+Added: Six Months Ended June 30,
+Added: Per Basic Share Data
+Added: Net asset value at beginning of the year
+Added: Net investment loss (1)
+Added: Net realized gain/(loss) on investments (1)
+Added: Net change in unrealized appreciation/(depreciation) of investments (1)
+Added: Dividends declared
+Added: Issuance of common stock from public offering (1)
+Added: Repurchase of common stock (1)
+Added: Stock-based compensation (1)
+Added: Net asset value at end of period
+Added: Per share market value at end of period
+Added: Total return based on market value (2)
+Added: Total return based on net asset value (2)
+Added: Shares outstanding at end of period
+Added: Ratios/Supplemental Data:
+Added: Net assets at end of period
$ 186,692,724
2 unchanged sentences
$ 280,172,472
−Removed: of net operating expenses to average net assets (3)
−Removed: of net investment loss to average net assets (3)
−Removed: Turnover Ratio
+Added: Average net assets
+Added: $ 205,097,855
+Added: $ 378,428,728
+Added: $ 207,210,870
+Added: $ 371,249,600
+Added: Ratio of net operating expenses to average net assets (3)
+Added: Ratio of net investment loss to average net assets (3)
+Added: Portfolio Turnover Ratio
on weighted-average number of shares outstanding for the relevant period.
−Removed: return based on market value is based upon the change in market price per share between the opening and ending market values per share
−Removed: in the period, adjusted for dividends and equity issuances.
−Removed: Total return based on net asset value is based upon the change in net asset
−Removed: value per share between the opening and ending net asset values per share in the period, adjusted for dividends and equity issuances.
−Removed: Financial highlights for periods of less than one year are annualized and the ratios of operating expenses to average
−Removed: net assets and net investment loss to average net assets are adjusted accordingly.
−Removed: the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary from
−Removed: these ratios.
+Added: return based on market value is based upon the change in market price per share between the opening and ending market values per
+Added: share in the period, adjusted for dividends and equity issuances.
+Added: Total return based on net asset value is based upon the change
+Added: in net asset value per share between the opening and ending net asset values per share in the period, adjusted for dividends and
+Added: equity issuances.
+Added: highlights for periods of less than one year are annualized and the ratios of operating expenses to average net assets and net investment
+Added: loss to average net assets are adjusted accordingly.
+Added: Because the ratios are calculated for the Company’s common stock taken
+Added: as a whole, an individual investor’s ratios may vary from these ratios.
CAPITAL CORP.
55 unchanged sentences
federal excise tax.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Company is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes
3 unchanged sentences
as such gains or losses are not included in taxable income until they are realized.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
federal and state income tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences
4 unchanged sentences
Company and the Taxable Subsidiaries identified their major tax jurisdictions as U.S.
−Removed: federal, New York, and California and may be
−Removed: subject to the taxing authorities’ examination for the tax years 2020–2023 in New York and 2019–2023 in California,
−Removed: respectively.
−Removed: Further, the Company and the Taxable Subsidiaries accrue all interest and penalties related to uncertain tax positions
−Removed: As of March 31, 2023, there were no material interest or penalties incurred related to uncertain tax
+Added: federal, New York, and California and may be subject
+Added: to the taxing authorities’ examination for the tax years 2020–2023 in New York and 2019–2023 in California, respectively.
+Added: Further, the Company and the Taxable Subsidiaries accrue all interest and penalties related to uncertain tax positions as incurred.
+Added: of June 30, 2023, there were no material interest or penalties incurred related to uncertain tax positions.
10— DEBT CAPITAL ACTIVITIES
28 unchanged sentences
The reported closing
−Removed: market price of SSSSL on March 31, 2023 and December 31, 2022 was $ 23.50 and $ 23.51 per note, respectively.
−Removed: As of March 31, 2023 and
−Removed: December 31, 2022, the fair value of the 6.00% Notes due 2026 was $ 70.5 million and $ 70.5 million, respectively.
−Removed: The 6.00% Notes due
−Removed: 2026 are classified as Level 1 of the fair value hierarchy (Refer to “Note 2 — Significant Accounting Policies”).
−Removed: of March 31, 2023 and December 31, 2022, the Company was in compliance with the terms of the Indenture.
+Added: market price of SSSSL on June 30, 2023 and December 31, 2022 was $ 23.20 and $ 23.51 per note, respectively.
+Added: As of June 30, 2023 and December
+Added: 31, 2022, the fair value of the 6.00% Notes due 2026 was $ 69.6 million and $ 70.5 million, respectively.
+Added: The 6.00% Notes due 2026 are
+Added: classified as Level 1 of the fair value hierarchy (Refer to “Note 2 — Significant Accounting Policies”).
+Added: 30, 2023 and December 31, 2022, the Company was in compliance with the terms of the Indenture.
CAPITAL CORP.
14 unchanged sentences
the closing price of the shares on Nasdaq on the date of grant.
−Removed: July 17, 2019, stock options providing the right to purchase up to 1,165,000 shares were granted under the 2019 Equity Incentive Plan
−Removed: with an exercise price equal to the market price of our common stock at the grant date.
−Removed: These stock options had a vesting period of 3
+Added: July 17, 2019, stock options providing the right to purchase up to 1,165,000
+Added: shares were granted under the 2019 Equity Incentive Plan with an exercise price equal to the market price of our common stock at the
+Added: 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,
21 unchanged sentences
option pricing model using the assumptions in the following table:
−Removed: SCHEDULE OF STOCK OPTIONS,
−Removed: VALUATION ASSUMPTIONS
−Removed: 2019 Grant Date
−Removed: OF OPTION, ACTIVITY
−Removed: Weighted-Average
−Removed: Exercise Price
−Removed: Weighted-Average
−Removed: Grant Date Fair
−Removed: as of December 31, 2019
−Removed: and Exercisable as of December 31, 2019
+Added: OF STOCK OPTIONS, VALUATION ASSUMPTIONS
+Added: Input Assumptions
+Added: As of July 17, 2019 Grant Date
+Added: Risk-free rate
+Added: Dividend yield
+Added: SCHEDULE OF OPTION,
+Added: Number of Shares
+Added: Weighted-Average Exercise Price
+Added: Weighted-Average Grant Date Fair Value
+Added: Outstanding as of December 31, 2019
+Added: Vested and Exercisable as of December 31, 2019
( 1,155,000 )
−Removed: as of March 31, 2023 and December 31, 2022
+Added: Outstanding as of June 30, 2023 and December 31, 2022
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: of March 31, 2023 and December 31, 2022, there was $ 0 of total unrecognized compensation cost related to non-vested stock options granted
+Added: of June 30, 2023 and December 31, 2022, 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.
12 unchanged sentences
common stock.
−Removed: the Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $ 50,000 worth of restricted
−Removed: shares of common stock (based on the closing stock price of the common stock on the grant date).
−Removed: Each grant of $ 50,000 in restricted
−Removed: shares will vest, in full, if the non-employee director is in continuous service as a director of the Company through the anniversary
−Removed: of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant).
+Added: the Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $ 50,000
+Added: worth of restricted shares of common stock (based on the closing stock price of the common stock on the grant date).
+Added: Each grant of
+Added: in restricted shares will vest, in full, if the non-employee director is in continuous service as a director of the Company through
+Added: the anniversary of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the
+Added: anniversary of such grant).
+Added: During the six months ended June 30, 2023, the Company granted 60,060 restricted shares to the Company’s non-employee
+Added: directors pursuant to the Amended & Restated 2019 Equity Incentive Plan.
+Added: Additionally, on May 31, 2023, 26,736 restricted shares related
+Added: to the 2022 non-employee director grants vested.
+Added: Compensation expense associated with the restricted shares is recognized on a quarterly
+Added: basis over the respective vesting periods.
than such restricted shares granted to non-employee directors, the Company’s Compensation Committee may determine the time or times
7 unchanged sentences
the term of an incentive stock option will be for no more than five years from the date of grant.
−Removed: the three months ended March 31, 2023, the Company did no t
−Removed: grant any restricted shares to the Company’s officers pursuant to the Amended & Restated 2019 Equity Incentive Plan.
−Removed: determined that the fair values, based on the grant date close price of such restricted shares granted under the Amended & Restated
−Removed: 2019 Equity Incentive Plan during the three months ended March 31, 2023 and 2022 were approximately $ 0
+Added: the six months ended June 30, 2023, the Company did not grant any restricted shares to the Company’s officers pursuant to the
+Added: Amended & Restated 2019 Equity Incentive Plan.
+Added: The Company determined that the fair values, based on the grant date close price
+Added: of such restricted shares granted to the Company’s officers under the Amended & Restated 2019 Equity Incentive Plan during
+Added: the six months ended June 30, 2023 and 2022 were approximately $ 0
and $ 2,885,000 ,
respectively, in the aggregate.
−Removed: the three months ended March 31, 2023 and 2022, we recognized stock-based compensation expense of $ 755,581
−Removed: and $ 633,193 , respectively.
−Removed: As of March 31, 2023 and December 31,
−Removed: 2022, there were approximately $ 5,696,028 and
−Removed: $ 6,451,610 of
−Removed: total unrecognized compensation costs related to the restricted share grants.
−Removed: Compensation expense associated with the restricted
−Removed: shares is recognized on a quarterly basis over the respective vesting periods.
−Removed: On June 1, 2022, 15,080 restricted
−Removed: shares related to the 2021 non-employee director grants vested.
−Removed: The Company expensed the full value of restricted stock compensation
−Removed: related to annual non-employee director grants on the vesting date.
+Added: the six months ended June 30, 2023 and 2022, the Company recognized stock-based compensation expense of $ 1,525,258
+Added: and $ 1,263,300 ,
+Added: respectively.
+Added: As of June 30, 2023 and December 31, 2022, there were approximately $ 4,926,351
+Added: and $ 6,451,610
+Added: of total unrecognized compensation costs related
+Added: to the restricted share grants.
+Added: Compensation expense associated with the restricted shares is recognized on a quarterly basis over the
+Added: respective vesting periods.
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: following table summarizes the activities for the Company’s restricted share grants for the three months ended March 31, 2023 under
+Added: following table summarizes the activities for the Company’s restricted share grants for the six months ended June 30, 2023 under
the Amended & Restated 2019 Equity Incentive Plan:
−Removed: SCHEDULE OF EQUITY INCENTIVE PLAN
−Removed: Restricted Shares
−Removed: as of December 31, 2022
−Removed: as of March 31, 2023
−Removed: as of March 31, 2023
−Removed: The balance of vested shares as of March 31, 2023 reflects the total shares vested during the period and has not been reduced for those vested
−Removed: shares forfeited at time of vest related to net share settlement.
−Removed: Of the 177,937
−Removed: shares vested, 90,919 shares were forfeited at time of vest related to net share settlement.
+Added: OF EQUITY INCENTIVE PLAN
+Added: Number of Restricted Shares
+Added: Outstanding as of December 31, 2022
+Added: Outstanding as of June 30, 2023
+Added: Vested as of June 30, 2023
+Added: balance of vested shares reflects the total shares vested during the period and has not been reduced for those vested shares forfeited
+Added: 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
3 unchanged sentences
12— SUBSEQUENT EVENTS
−Removed: April 1, 2023 through May 9, 2023, the Company exited or received proceeds from the following investments (excluding short-term U.S.
+Added: July 1, 2023 through August 8, 2023, the Company exited or received proceeds from the following investments (excluding short-term U.S.
Treasury investments):
−Removed: SCHEDULE OF INVESTMENTS
−Removed: Gain/(Loss) (1)
+Added: OF INVESTMENTS
+Added: Portfolio Company
+Added: Transaction Date
+Added: Average Net Share Price (1)
+Added: Realized Loss (2)
+Added: Nextdoor Holdings, Inc.
$ ( 1,394,547 )
1 unchanged sentence
$ ( 1,394,547 )
+Added: The average net share price is the net share price realized after deducting all commissions and fees on the sale(s),
+Added: if applicable.
loss does not include adjustments to amounts held in escrow receivable.
−Removed: On May 4, 2023, SuRo Capital Corp.
−Removed: abandoned its investment in Ozy Media, Inc.
−Removed: Subsequent to March 31, 2023, $ 0.1 million has been received from Residential Homes for Rent, LLC (d/b/a Second Avenue)
−Removed: related to the 15 % term loan due December 23, 2023 .
−Removed: Of the proceeds received, $ 0.1 million repaid a portion of the outstanding principal
−Removed: and the remaining proceeds were attributed to interest.
−Removed: April 1, 2023 through May 9, 2023, the Company did not purchase any investments (excluding short-term U.S.
−Removed: Treasury investments).
+Added: As of August 8, 2023, SuRo Capital held 262,420 shares of Nextdoor Holdings, Inc.
+Added: public common shares.
+Added: to June 30, 2023, $ 0.1 million has been received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15 % term
+Added: loan due December 23, 2023 .
+Added: Of the proceeds received, $ 0.1 million repaid a portion of the outstanding principal and the remaining
+Added: proceeds were attributed to interest.
+Added: July 1, 2023 through August 8, 2023, the Company made the following investments (not including capitalized transaction costs).
+Added: INVESTMENT NOT INCLUDING
+Added: CAPITALIZED TRANSACTION COSTS
+Added: Portfolio Company
+Added: Transaction Date
+Added: FourKites, Inc.
+Added: Common shares
+Added: Shogun Enterprises, Inc.
+Added: (d/b/a Hearth)
+Added: Preferred shares
+Added: Stake Trade, Inc.
+Added: (d/b/a Prophet Exchange)
+Added: Simple Agreement for Future Equity
Company is frequently in negotiations with various private companies with respect to investments in such companies.
7 unchanged sentences
equity investments will be effectuated.
+Added: Repurchase Program
+Added: August 7, 2023, the Company’s Board of Directors authorized an extension of, and a $ 5.0 million increase in the amount of shares
+Added: that may be repurchased under, the Company’s discretionary Share Repurchase Program until the earlier of (i) October 31, 2024 or
+Added: (ii) the repurchase of $ 60.0 million in aggregate amount of the Company’s common stock.
+Added: timing and number of shares to be repurchased pursuant to the Company’s discretionary Share Repurchase Program will depend on a
+Added: number of factors, including market conditions and alternative investment opportunities.
+Added: The Share Repurchase Program may be suspended,
+Added: 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
+Added: Under the Share Repurchase Program, the Company may repurchase its outstanding common stock in the open market, provided that
+Added: it complies with the prohibitions under its insider trading policies and procedures and the applicable provisions of the 1940 Act and
+Added: the Exchange Act.
+Added: of August 8, 2023, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program
+Added: was approximately $ 21.4 million.
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Dutch Auction Tender Offer
−Removed: March 17, 2023, the Company’s Board approved a tender offer, which commenced on March 21, 2023, to purchase up to 3,000,000 shares
−Removed: of its common stock at a price per share not less than $ 3.00 and not greater than $ 4.50 in $ 0.10 increments, using available cash, expiring
−Removed: on April 17, 2023 .
−Removed: Pursuant to the terms of the tender offer, the Company repurchased 3,000,000 shares, representing 10.6 % of its outstanding
−Removed: shares, on or about April 21, 2023 at a price of $ 4.50 per share.
−Removed: The Company used available cash to fund the purchase of its shares
−Removed: of common stock in the tender offer and to pay for all related fees and expenses.
−Removed: Custody Agreements
−Removed: On April 19, 2023, the Company and Western Alliance Trust Company, National
−Removed: Association (the “Custodian”) entered into a custody agreement (the “Custody Agreement”), pursuant to which the
−Removed: Custodian was appointed to serve as the Company’s custodian to hold securities, loans, cash, and other assets on behalf of the Company.
−Removed: Either party may terminate the Custody Agreement at any time upon sixty (60) days’ prior written notice.
13— SUPPLEMENTAL FINANCIAL DATA
14 unchanged sentences
those portfolio companies that were more likely to materially impact the financial condition of an investment company.
−Removed: Company’s three controlled portfolio companies as of March 31, 2023, SPBRX, INC.
+Added: Company’s three controlled portfolio companies as of June 30, 2023, SPBRX, INC.
(f/k/a GSV Sustainability Partners, Inc.), Architect
2 unchanged sentences
For comparability purposes, the Company has omitted the previously disclosed summarized financial information of
−Removed: the Company’s significant subsidiaries for the quarter ended March 31, 2022 as the Company’s significant subsidiaries would
+Added: the Company’s significant subsidiaries for the quarter ended June 30, 2022 as the Company’s significant subsidiaries would
not have been considered significant subsidiaries under the Final Rules.
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.