What changed in this filing

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Item 1A. Risk Factors

2024-03-14 compared with 2023-03-16 · 637 added, 767 removed, 1146 unchanged (55% of the section changed)

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condition and results of operations could be materially and adversely affected.

In such case, our net asset value and the trading price

In such case, our NAV and the trading price

of our common stock could decline, and you may lose all or part of your investment.

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all or part of our investments.

the event that we make an investment in a sponsor of a SPAC and the underlying SPAC does not consummate a business combination, we

will lose the entirety of our investment.

our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments,

which could adversely affect the determination of our net asset value.

which could adversely affect the determination of our NAV.

lack of liquidity in, and potentially extended holding period of, our many investments may adversely affect our business and will

delay any distributions of gains, if any.

Technology-related

sectors in which we invest are subject to many risks, including volatility, intense competition, decreasing life cycles, product

obsolescence, changing consumer preferences, periodic downturns, regulatory concerns and litigation risks.

Investing in publicly traded companies can involve a high degree of risk and can be speculative.

We may not realize gains from our equity investments and, because certain of our portfolio companies may incur substantial

debt to finance their operations, we may experience a complete loss on our equity investments in the event of a bankruptcy or liquidation

of any of our portfolio companies.

Many of our portfolio companies are currently experiencing operating losses, which may be substantial, and there can be no assurance

when or if such companies will operate at a profit.

portfolio is concentrated in a limited number of portfolio companies or market sectors, which subjects us to a risk of significant

loss if the business or market position of these companies deteriorates or market sectors experiences a market downturn.

We may be limited in our ability to make follow-on investments, and our failure to make follow-on investments in

our portfolio companies could impair the value of our portfolio.

we will generally not hold controlling equity interests in our portfolio companies, we will likely not be in a position to exercise

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that could decrease the value of our investments.

We are subject to unique risks specific to our investments in the sponsors of SPACs.

To the extent we invest in foreign companies, such investments may be subject to unique risks in addition to those

inherent to our investments in U.S.-based companies.

We may be subject to risks associated with hedging transactions and investments in derivatives.

are subject to risks related to our business and structure, including but not limited to the following:

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stockholders may experience dilution upon the issuance of additional shares of our common stock.

we default under any future credit facility or any other future indebtedness, we may not be able to make payments on the 6.00% Notes

we default under any future credit facility or any other future indebtedness, we may not be able to make payments on our 6.00% Notes

due 2026 (the “6.00% Notes due 2026”).

may choose to redeem the 6.00% Notes due 2026 when prevailing interest rates are relatively low.

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all or part of our investments.

in the rapidly growing venture-capital-backed emerging companies that we target involves a number of significant risks, including the

in the rapidly growing venture capital-backed emerging companies that we target involves a number of significant risks, including

the following:

companies may have limited financial resources and may be unable to meet their obligations under their existing debt, which may lead

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generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing

businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support

industries or sectors with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support

their operations, finance expansion or maintain their competitive position;

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or if such companies will operate at a profit;

they are privately owned, there is generally little publicly available information about these businesses;

they are privately owned, there is generally little publicly available information about these companies;

therefore, although we

will perform due diligence investigations on these portfolio companies, their operations and their prospects, we may not learn all

will perform due diligence investigations on these companies, their operations and their prospects, we may not learn all

of the material information we need to know regarding these businesses and, in the case of investments we acquire on private secondary

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Furthermore, there can be no assurance that the information that we do obtain with respect to any investment is reliable;

they may be adversely affected by a lack of IPO or merger and acquisition opportunities;

private companies frequently have much more complex capital structures than traditional publicly traded companies, and may have multiple

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our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which

could adversely affect the determination of our net asset value.

could adversely affect the determination of our NAV.

portfolio investments will generally not be in publicly traded securities.

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as to the appropriate valuation of each such investment.

The types of factors that the Valuation Committee takes into account in providing

its fair value recommendation to the Board of Directors with respect to such non-traded investments include, as relevant and, to the

The types of factors that the Board of Directors takes into account in determining fair value with respect to such non-traded investments include, as relevant and to the

extent available, the portfolio company’s earnings, the markets in which the portfolio company does business, comparison to valuations

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materially from the values that would be assessed if a readily available market for these securities existed.

Due to this uncertainty,

our fair value determinations with respect to any non-traded investments we hold may cause our net asset value on a given date to materially

Due to this uncertainty, fair value determinations with respect to any non-traded investments we hold may cause our NAV on a given date to materially

understate or overstate the value that we may ultimately realize on one or more of our investments.

As a result, investors purchasing

our securities based on an overstated net asset value would pay a higher price than the value of our investments might warrant.

investors selling securities during a period in which the net asset value understates the value of our investments would receive a lower

our securities based on an overstated NAV would pay a higher price than the value of our investments might warrant.

investors selling securities during a period in which the NAV understates the value of our investments would receive a lower

price for their securities than the value of our investments might warrant.

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of these investments, and will delay the distribution of gains, if any.

IPO market is, by its very nature, unpredictable.

A lack of IPO opportunities for venture capital-backed companies could lead to companies

staying longer in our portfolio as private entities still requiring funding.

This situation may adversely affect the amount of available

venture capital funding to late-stage companies that cannot complete an IPO.

Such stagnation could dampen returns or could lead to unrealized

depreciation and realized losses as some companies run short of cash and have to accept lower valuations in private fundings or are not

able to access additional capital at all.

A lack of IPO opportunities for venture capital-backed companies may also cause some venture

capital firms to change their strategies, leading some of them to reduce funding of their portfolio companies and making it more difficult

for such companies to access capital.

This might result in unrealized depreciation and realized losses in such companies by other investment

funds, like us, who are co-investors in such companies.

There can be no assurance that we will be able to achieve our targeted return

on our portfolio company investments if, as and when they go public.

equity securities we acquire in a private company are generally subject to contractual transfer limitations imposed on the company’s

stockholders as well as other contractual obligations, such as rights of first refusal and co-sale rights.

These obligations generally

expire only upon an IPO by the company or the occurrence of another liquidity/exit event.

As a result, prior to an IPO or other liquidity/exit

event, our ability to liquidate our private portfolio company positions may be constrained.

Transfer restrictions could limit our ability

to liquidate our positions in these securities if we are unable to find buyers acceptable to our portfolio companies, or where applicable,

their stockholders.

Such buyers may not be willing to purchase our investments at adequate prices or in volumes sufficient to liquidate

our position, and even where they are willing, other stockholders could exercise their co-sale rights to participate in the sale, thereby

reducing the number of shares available to sell by us.

Furthermore, prospective buyers may be deterred from entering into purchase transactions

with us due to the delay and uncertainty that these transfer and other limitations create.

IPO market is, by its very nature, unpredictable, and IPO activity in particular has slowed significantly during 2022-2023, which

trend may remain for the foreseeable future.

A lack of IPO opportunities for venture capital-backed companies could lead to

companies staying in our portfolio longer as private entities still requiring funding.

This situation may adversely affect the

amount of available venture capital funding to late-stage companies that cannot complete an IPO.

Such stagnation could dampen

returns or could lead to unrealized depreciation and realized losses as some companies run short of cash and have to accept lower

valuations in private fundings or are not able to access additional capital at all.

A lack of IPO opportunities for venture

capital-backed companies may also cause some venture capital firms to change their strategies, leading some of them to reduce

funding to their portfolio companies and making it more difficult for such companies to access capital.

This might result in

unrealized depreciation and realized losses in such companies by other investment funds, like us, who are co-investors in such

There can be no assurance that we will be able to achieve our targeted return on our portfolio company investments if, as

and when they go public.

equity securities we acquire in a private company are generally subject to contractual transfer limitations imposed on the

company’s stockholders as well as other contractual obligations, such as rights of first refusal and co-sale rights.

obligations generally expire only upon an IPO by the company or the occurrence of another liquidity/exit event.

As a result, prior

to an IPO or other liquidity/exit event, our ability to liquidate our private portfolio company positions may be constrained.

Transfer restrictions could limit our ability to liquidate our positions in these securities if we are unable to find buyers

acceptable to our portfolio companies, or, where applicable, their stockholders.

Such buyers may not be willing to purchase our

investments at adequate prices or in volumes sufficient to liquidate our position, and even where they are willing, other

stockholders could exercise their co-sale rights to participate in the sale, thereby reducing the number of shares available for us

Furthermore, prospective buyers may be deterred from entering into purchase transactions with us due to the delay and

uncertainty that these transfer and other limitations create.

the private companies in which we invest do not perform as planned, they may be unable to successfully complete an IPO or consummate

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traded portfolio companies following an IPO to allow us to liquidate our position when we desire.

In addition, because we generally invest in equity and equity-related securities, with respect to the majority of

our portfolio companies, we do not expect regular realization events, if any, to occur in the near term.

expect that our holdings of equity securities may require several years to appreciate in value, and we can offer no assurance that such

appreciation will occur.

Even if such appreciation does occur, it is likely that initial purchasers of our shares could wait for an extended

period of time before any appreciation or sale of our investments, and any attendant distributions of gains, may be realized.

in publicly traded companies can involve a high degree of risk and can be speculative.

portion of our portfolio is invested in publicly traded companies or companies that are in the process of completing an IPO.

traded companies, the securities of these companies may not trade at high volumes, and prices can be volatile, particularly during times

of general market volatility, which may restrict our ability to sell our positions and may have a material adverse impact on us.

addition, our ability to invest in public companies may be limited in certain circumstances.

To maintain our status as a BDC, we are

not permitted to acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition

is made and giving effect to it, at least 70% of our total assets are qualifying assets (with certain limited exceptions).

certain exceptions for follow-on investments and distressed companies, an investment in an issuer that has outstanding securities listed

on a national securities exchange may be treated as a qualifying asset only if such issuer has a market capitalization that is less than

$250.0 million at any point in the 60 days prior to the time of such investment and meets the other specified requirements.

to maintain our status as a BDC would reduce our operating flexibility, which could have a negative effect on our business, financial

condition, and results of operations.

See “Risks Related to Our Business and Structure — Any failure on our part to maintain

our status as a BDC would reduce our operating flexibility.

may not realize gains from our equity investments and, because certain of our portfolio companies may incur substantial debt to finance

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portfolio companies.

invest principally in the equity and equity-related securities of what we believe to be rapidly growing venture-capital-backed emerging

However, the equity interests we acquire may not appreciate in value and, in fact, may decline in value.

invest principally in the equity and equity-related securities of what we believe to be rapidly growing venture capital-backed

emerging companies.

However, the equity interests we acquire may not appreciate in value and, in fact, may decline in

Investments in equity securities involve a number of significant risks, including the risk of further dilution as

a result of additional issuances, inability to access additional capital and failure to pay current distributions.

addition, the private company securities we acquire may be subject to drag-along rights, which could permit other stockholders, under

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There can be no assurance when or if such companies will operate at a profit.

lack of liquidity in, and potentially extended holding period of, our many investments may adversely affect our business and will delay

any distributions of gains, if any.

investments will generally not be in publicly traded securities.

Although we expect that some of our equity investments will trade on

private secondary marketplaces, certain of the securities we hold will be subject to legal and other restrictions on resale or will otherwise

be less liquid than publicly traded securities.

In addition, while some portfolio companies may trade on private secondary marketplaces,

we can provide no assurance that such a trading market will continue or remain active, or that we will be able to sell our position in

any portfolio company at the time we desire to do so and at the price we anticipate.

The illiquidity of our investments, including those

that are traded on private secondary marketplaces, will make it difficult for us to sell such investments if the need arises.

we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we

have previously recorded our investments.

We have no limitation on the portion of our portfolio that may be invested in illiquid securities,

and a substantial portion or all of our portfolio may be invested in such illiquid securities from time to time.

addition, because we generally invest in equity and equity-related securities, with respect to the majority of our portfolio companies,

we do not expect regular realization events, if any, to occur in the near term.

We expect that our holdings of equity securities may

require several years to appreciate in value, and we can offer no assurance that such appreciation will occur.

Even if such appreciation

does occur, it is likely that initial purchasers of our shares could wait for an extended period of time before any appreciation or sale

of our investments, and any attendant distributions of gains, may be realized.

portfolio is concentrated in a limited number of portfolio companies or market sectors, which subjects us to a risk of significant loss

if the business or market position of these companies deteriorates or market sectors experiences a market downturn.

If such companies fail to operate at a profit consistently or ever, such failure may adversely affect our investments,

which will, in turn, result in negative effects to our results of operations.

portfolio is concentrated in a limited number of portfolio companies or market sectors, which subjects us to a risk of significant

loss if the business or market position of any of these companies deteriorates or any of their market sectors experience a market

consequence of our limited number of investments is that the aggregate returns we realize may be significantly adversely affected if

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For example, as of December

31, 2022, 58.4% of our net asset value was comprised of investments in ten portfolio companies.

31, 2023, 72.3% of our NAV was comprised of investments in ten portfolio companies.

Beyond the asset diversification requirements

necessary to qualify as a RIC, we have general guidelines for diversification, however our investments could be concentrated in relatively

necessary to qualify as a RIC, we have general guidelines for diversification;

however, our investments could be concentrated in relatively

In addition, our investments may be concentrated in a limited number of market sectors, including in technology-related

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of the market position of any portfolio company in which we have a material position could materially adversely affect us.

Our portfolio may be exposed in part to one

or more specific industries, which may subject us to a risk of significant loss in a particular investment or investments if there is

a downturn in that particular industry.

In particular, technology-related sectors in which we invest are subject to many risks, including

volatility, intense competition, decreasing life cycles, product obsolescence, changing consumer preferences, periodic downturns, regulatory

concerns and litigation risks.

Our portfolio may be exposed in part to one or more specific industries.

A downturn in any particular industry in which we are invested could significantly impact the aggregate returns we realize.

If an industry

in which we have significant investments suffers from adverse business or economic conditions, a material portion of our investment portfolio

could be adversely affected, which, in turn, could adversely affect our financial position and results of operations.

Given the experience of our executive officers and investment professionals

within the technology space, a number of the companies in which we have invested and intend to invest operate in technology-related sectors,

and as of December 31, 2022, our largest industry concentrations of our total investments at fair value were in the education technology

sector, which represented approximately 39.4% of our portfolio, and the financial technology sector, which represented approximately 24.2%

of our portfolio.

Additionally, our investments in the marketplaces sector represented approximately 17.4% of our portfolio.

we are susceptible to the economic circumstances and market conditions in these industries, and a downturn in one or more of these industries

could have a material adverse effect.

Our investment in the education technology industry is subject to substantial

The revenue, income (or losses) and valuations of technology-related companies can and often do fluctuate suddenly and dramatically.

In addition, because of rapid technological change, the average selling prices of products and some services provided by companies in

technology-related sectors have historically decreased over their productive lives.

In addition, our portfolio companies in these sectors

face intense competition since their businesses are rapidly evolving, intensely competitive and subject to changing technology, shifting

user needs and frequent introductions of new products and services.

For example, new technologies, including those based on artificial

intelligence, can provide students with more immediate responses to inquiries that traditional tools, and over time, the accuracy of these

tools and their ability to handle complex questions may improve, all of which may be disruptive to education technology businesses.

Potential competitors to our portfolio companies in the education technology

industry range from large and established companies to emerging start-ups.

Further, such companies may be subject to laws that were adopted

prior to the advent of the Internet and related technologies and, as a result, may not contemplate or address the unique issues of the

Internet and related technologies.

The laws that do reference the Internet are being interpreted by the courts, but their applicability

and scope remain uncertain.

Claims have been threatened and filed under both U.S.

and foreign laws for defamation, invasion of privacy

and other tort claims, unlawful activity, copyright and trademark infringement, or other theories based on the nature and content of the

materials searched and the ads posted by a company’s users, a company’s products and services, or content generated by a company’s

Further, the growth of technology-related companies into a variety of new fields implicate a variety of new regulatory issues and

may subject such companies to increased regulatory scrutiny, particularly in the U.S.

Education technology has been a subject

of particular scrutiny;

for example, in 2019, certain members of the United States Senate circulated letters to education technology companies

regarding their concerns about the amount of data being collected on students utilizing such technologies and the potential safety and

security risks to children related to such data collection.

Evolving regulatory landscapes and our portfolio companies’ mandated

compliance with new laws and regulations could add new challenges to their operations and negatively affect such companies’ results

of operations and, in turn, our business.

Similarly, our investments in the financial technology industry are subject

to substantial risks.

These companies may be unseasoned, unprofitable or have no established operating histories or earnings and may lack

technical, marketing, financial and other resources.

These companies often have the need for substantial additional capital to support

expansion or to achieve or maintain a competitive position.

Less established companies tend to have lower capitalization and fewer resources

and, therefore, are often more vulnerable to financial failure.

These companies may be dependent upon the success of one product or service,

a unique distribution channel, or the effectiveness of a manager or management team.

The failure of this one product, service or distribution

channel, or the loss or ineffectiveness of a key executive or executives within the management team may have a materially adverse impact

on such companies.

Such companies may face intense competition, including competition from companies with greater financial resources,

more extensive development, manufacturing, marketing and service capabilities and a larger number of qualified managerial and technical

Further, these companies operate in the highly regulated finance sector, and evolving regulatory regimes specific to financial

technology companies and unclear application of existing laws and regulations to financial technology company products or services may

provide new challenges to such companies’ operations and negatively impact their results of operations and, in turn, our business.

Finally, our investments in the marketplaces sector are subject to substantial

These investments include portfolio companies in sub-industry sectors such as pharmaceutical technology, micromobility and real

estate platforms, all of which are subject to increasing regulatory scrutiny as technological advancements have permitted greater connectivity

and remote consumer engagement.

Shifting market trends, intense competition and changing regulations specific to any such sub-industry

could have a significant impact on our portfolio companies’ operations and, in turn, our business, performance and results of operations.

Common to all of the education technology, financial technology and marketplace

sectors are risks related to cybersecurity.

Any of the portfolio companies in these sectors could be required to make a significant investment

to remedy the effects of any cybersecurity incident, harm to their reputations, legal claims that they and their respective affiliates

may be subjected to, regulatory action or enforcement arising out of applicable privacy and other laws, adverse publicity, and other events

that may affect their business and financial performance.

The increased use of mobile and cloud technologies can heighten these and other

operational risks.

Any of these factors could materially and adversely affect the business

and operations of a portfolio company in the technology industry and, in turn, adversely affect the value of these portfolio companies

and the value of any securities that we may hold.

Our financial results could be negatively

affected if a significant portfolio company fails to perform as expected.

Our total investment in companies may be significant individually or in

the aggregate.

As a result, if a significant investment in one or more companies fails to perform as expected, our financial results could

be more negatively affected and the magnitude of the loss could be more significant than if we had made smaller investments in more companies.

The following table shows the cost and fair value of our ten largest portfolio company positions as of December 31, 2022:

Portfolio Company

Learneo, Inc.

portfolio may be exposed in part to one or more specific industries, which may subject us to a risk of significant loss in a particular

investment or investments if there is a downturn in that particular industry.

In particular, technology-related sectors in which we invest

are subject to many risks, including volatility, intense competition, decreasing life cycles, product obsolescence, changing consumer

preferences, periodic downturns, regulatory concerns and litigation risks.

portfolio may be exposed in part to one or more specific industries.

A downturn in any particular industry in which we are invested could

significantly impact the aggregate returns we realize.

If an industry in which we have significant investments suffers from adverse business

or economic conditions, a material portion of our investment portfolio could be adversely affected, which, in turn, could adversely affect

our financial position and results of operations.

the experience of our executive officers and investment professionals within the technology space, a number of the companies in which

we have invested and intend to invest operate in technology-related sectors, and as of December 31, 2023, our largest industry concentrations

of our total investments at fair value were in the education technology sector, which represented approximately 37.7% of our portfolio,

and the marketplaces sector, which represented approximately 19.8% of our portfolio.

Additionally, our investments in the financial technology

sector represented approximately 17.5% of our portfolio, and our investments in the cloud and big data sector represents approximately 17.2% of our portfolio.

Therefore, we are susceptible to the economic circumstances and market conditions

in these industries, and a downturn in one or more of these industries could have a material adverse effect on our business and results of operations.

investment in the education technology industry is subject to substantial risks.

The revenue, income (or losses) and valuations of technology-related

companies can and often do fluctuate suddenly and dramatically.

In addition, because of rapid technological change, the average selling

prices of products and some services provided by companies in technology-related sectors have historically decreased over their productive

In addition, our portfolio companies in these sectors face intense competition since their businesses are rapidly evolving, intensely

competitive and subject to changing technology, shifting user needs and frequent introductions of new products and services.

new technologies, including those based on artificial intelligence, can provide students with more immediate responses to inquiries than

traditional tools, and over time, the accuracy of these tools and their ability to handle complex questions may improve, all of which

may be disruptive to education technology businesses.

competitors to our portfolio companies in the education technology industry range from large and established companies to emerging start-ups.

Further, such companies may be subject to laws that were adopted prior to the advent of the Internet and related technologies and, as

a result, may not contemplate or address the unique issues of the Internet and related technologies.

The laws that do reference the Internet

are being interpreted by the courts, but their applicability and scope remain uncertain.

Claims have been threatened and filed under

and foreign laws for defamation, invasion of privacy and other tort claims, unlawful activity, copyright and trademark infringement,

or other theories based on the nature and content of the materials searched and the ads posted by a company’s users, a company’s

products and services, or content generated by a company’s users.

Further, the growth of technology-related companies into a variety

of new fields implicate a variety of new regulatory issues and may subject such companies to increased regulatory scrutiny, particularly

Education technology has been a subject of particular scrutiny;

for example, in 2019, certain members of the

United States Senate circulated letters to education technology companies regarding their concerns about the amount of data being collected

on students utilizing such technologies and the potential safety and security risks to children related to such data collection.

regulatory landscapes and our portfolio companies’ mandated compliance with new laws and regulations could add new challenges to

their operations and negatively affect such companies’ results of operations and, in turn, our business.

our investments in the financial technology industry are subject to substantial risks.

These companies may be unseasoned, unprofitable

or have no established operating histories or earnings and may lack technical, marketing, financial and other resources.

These companies

often have the need for substantial additional capital to support expansion or to achieve or maintain a competitive position.

Less established

companies tend to have lower capitalization and fewer resources and, therefore, are often more vulnerable to financial failure.

companies may be dependent upon the success of one product or service, a unique distribution channel, or the effectiveness of a manager

or management team.

The failure of this one product, service or distribution channel or the loss or ineffectiveness of a key executive

or executives within the management team may have a materially adverse impact on such companies.

Such companies may face intense competition,

including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and service

capabilities and a larger number of qualified managerial and technical personnel.

Further, these companies operate in the highly regulated

finance sector, and evolving regulatory regimes specific to financial technology companies and unclear application of existing laws and

regulations to financial technology company products or services may provide new challenges to such companies’ operations and negatively

impact their results of operations and, in turn, our business.

in the marketplaces sector are also subject to substantial risks.

These investments include portfolio companies in sub-industry

sectors such as pharmaceutical technology, micromobility and sports betting, all of which are subject to increasing

regulatory scrutiny as technological advancements have permitted greater connectivity and remote consumer engagement.

In particular, the sports betting sector has been subject to regulatory scrutiny in recent years as states have legalized

the marketplace and engagement has proliferated.

market trends, intense competition and changing regulations specific to any such sub-industry could have a significant impact on our

portfolio companies’ operations and, in turn, our business, performance and results of operations.

Finally, our investments in the cloud and big data sector as subject to particular and substantial risks, including

those arising from increased regulatory scrutiny, intense competition, shifting market trends.

In particular, data collection has been

the subject of significant interest and regulatory scrutiny from legislators on both the state and federal levels, and many states have

proposed and/or enacted comprehensive and narrow data privacy laws in recent years with implications for the portfolio companies in which

we have invested.

As these regulatory regimes have evolved, their application to particular industries or the manner in which certain

companies operate have been unclear, and these companies may experience new and evolving challenges in seeking to comply with such mandates,

with the potential effect of diverting their attention away from operations and towards compliance.

Such challenges may thus negatively

impact these businesses’ operations, financial condition, and results of operations, thereby affecting the value of our investment.

to all of the education technology, financial technology, marketplace and big data and cloud are risks related to cybersecurity.

Any of the portfolio

companies in these sectors could be required to make a significant investment to remedy the effects of any cybersecurity incident, harm

to their reputations, legal claims that they and their respective affiliates may be subjected to, regulatory action or enforcement arising

out of applicable privacy and other laws, adverse publicity, and other events that may affect their business and financial performance.

The increased use of mobile and cloud technologies can heighten these and other operational risks.

of these factors could materially and adversely affect the business and operations of a portfolio company in the technology industry

and, in turn, adversely affect the value of these portfolio companies and the value of any securities that we may hold.

financial results could be negatively affected if a significant portfolio company fails to perform as expected.

total investment in companies may be significant individually or in the aggregate.

As a result, if a significant investment in one or

more companies fails to perform as expected, our financial results could be more negatively affected and the magnitude of the loss could

be more significant than if we had made smaller investments in more companies.

The following table shows the cost and fair value of our

ten largest portfolio company positions as of December 31, 2023:

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

Blink Health, Inc.

Orchard Technologies, Inc.

Locus Robotics Corp.

Architect Capital PayJoy SPV, LLC

Stormwind, LLC

Aspiration Partners, Inc.

Forge Global, Inc.

Nextdoor Holdings, Inc.

ServiceTitan,

Robotics Corp.

Holdings, Inc.

(d/b/a PublicSquare)

Capital PayJoy SPV, LLC

Enterprises, Inc.

(d/b/a Hearth)

$ 146,977,753

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entirety of our investment.

We invest selectively in the sponsors of SPACs, which investments are subject to certain particularized and substantial

For example, we

will lose the entirety of our investment in a sponsor of a SPAC if the underlying SPAC fails to consummate a business combination.

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different currencies, long-term opportunities for investment and capital appreciation, and political developments.

Developments with respect to any one of these or any other factors affecting currency values may negatively impact

the value of our investment, thereby resulting in a material adverse effect on our business, financial condition, and results of operations.

may expose ourselves to risks if we engage in hedging transactions.

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See “ —We are exposed to risks associated with changes in interest rates.

including the current rising interest rate environment.”

ability to enter into transactions involving derivatives and financial commitment transactions may be limited.

In August 2022, Rule 18f-4 under the 1940 Act, regarding the ability of

a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations,

became effective.

Under the newly adopted rules, BDCs that use derivatives will be subject to a value-at-risk (“VaR”) leverage

limit, certain other derivatives risk management program and testing requirements and requirements related to board reporting.

requirements will apply unless the BDC qualifies as a “limited derivatives user” under the adopted rules.

Under the new rule,

a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing

to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it

will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each

case as it becomes due.

We currently operate as a “limited derivatives user,” which may limit our ability to use derivatives

and/or enter into certain other financial contracts.

The market structure applicable to derivatives imposed by the Dodd-Frank

Act, the U.S.

Commodity Futures Trading Commission (“CFTC”) and the SEC may affect our ability to use over-the-counter (“OTC”)

derivatives for hedging purposes.

The Dodd-Frank Act and the CFTC enacted and the SEC has issued rules to

implement, both broad new regulatory requirements and broad new structural requirements applicable to OTC derivatives markets and, to

a lesser extent, listed commodity futures (and futures options) markets.

Similar changes are in the process of being implemented in other

major financial markets.

The CFTC and the SEC have issued final rules establishing that certain

swap transactions are subject to CFTC regulation.

Engaging in such swap or other commodity interest transactions such as futures contracts

or options on futures contracts may cause us to fall within the definition of “commodity pool” under the Commodity Exchange

Act and related CFTC regulations.

We have claimed relief from CFTC registration and regulation as a commodity pool operator with respect

to our operations, with the result that we are limited in our ability to use futures contracts or options on futures contracts or engage

in swap transactions.

Specifically, we are subject to strict limitations on using such derivatives other than for hedging purposes, whereby

the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin

and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking

into account unrealized profits and unrealized losses on any such contracts we have entered into;

or (ii) the aggregate net notional value

of such derivatives does not exceed 100% of the liquidation value of our portfolio.

The Dodd-Frank Act also imposed requirements relating to real-time public

and regulatory reporting of OTC derivative transactions, enhanced documentation requirements, position limits on an expanded array of

derivatives, and record keeping requirements.

Taken as a whole, these changes could significantly increase the cost of using uncleared

OTC derivatives to hedge risks, including interest rate and foreign exchange risk;

reduce the level of exposure we are able to obtain

for risk management purposes through OTC derivatives (including as the result of the CFTC imposing position limits on additional products);

BDCs that enter into transactions involving derivatives are subject to a value-at-risk (“VaR”) leverage limit, certain

other derivatives risk management program and testing requirements and requirements related to board reporting.

These requirements

apply unless the BDC qualifies as a “limited derivatives user” under the rule.

Under Rule 18f-4 under the 1940 Act, a BDC

may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to

a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it

will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in

each case as it becomes due.

We currently operate as a “limited derivatives user,” which may limit our ability to use

derivatives and/or enter into certain other financial contracts.

market structure applicable to derivatives imposed by the Dodd-Frank Act, the U.S.

Commodity Futures Trading Commission (“CFTC”)

and the SEC may affect our ability to use over-the-counter (“OTC”) derivatives for hedging purposes.

Dodd-Frank Act and the CFTC enacted, and the SEC has issued rules implementing, both broad new regulatory requirements and broad new structural

requirements applicable to OTC derivatives markets and, to a lesser extent, listed commodity futures (and futures options) markets.

changes are in the process of being implemented in other major financial markets.

CFTC and the SEC have issued final rules establishing that certain swap transactions are subject to CFTC regulation.

Engaging in such

swap or other commodity interest transactions such as futures contracts or options on futures contracts may cause us to fall within the

definition of “commodity pool” under the Commodity Exchange Act and related CFTC regulations.

We have claimed relief from

CFTC registration and regulation as a commodity pool operator with respect to our operations, with the result that we are limited in

our ability to use futures contracts or options on futures contracts or engage in swap transactions.

Specifically, we are subject to

strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging

purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions

does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses

on any such contracts we have entered into;

or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the

liquidation value of our portfolio.

Dodd-Frank Act also imposed requirements relating to real-time public and regulatory reporting of OTC derivative transactions, enhanced

documentation requirements, position limits on an expanded array of derivatives, and record keeping requirements.

Taken as a whole, these

changes could significantly increase the cost of using uncleared OTC derivatives to hedge risks, including interest rate and foreign

exchange risk;

reduce the level of exposure we are able to obtain for risk management purposes through OTC derivatives (including as

the result of the CFTC imposing position limits on additional products);

reduce the amounts available to us to make non-derivatives investments;

impair liquidity in certain OTC derivatives;

and adversely affect

the quality of execution pricing obtained by us, all of which could adversely impact our investment returns.

and adversely affect the quality of execution pricing obtained by us, all of which could

adversely impact our investment returns.

Related to Our Business and Structure

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1940 Act imposes numerous constraints on the operations of BDCs.

For example, BDCs are required to invest at least 70% of their gross

assets in specified types of securities, primarily in private companies or thinly-traded U.S.

public companies, cash, cash equivalents,

For example, BDCs are required to invest at least 70% of their

gross assets in specified types of securities, primarily in private companies or thinly traded U.S.

public companies, cash, cash

equivalents, U.S.

government securities and other high quality debt investments that mature in one year or less.

Furthermore, any failure to comply

with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us

to claims of private litigants.

In addition, upon approval of a majority of our stockholders, we may elect to withdraw our status as

If we decide to withdraw our election, or if we otherwise fail to maintain our qualification, to be regulated as a BDC, we may

be subject to substantially greater regulation under the 1940 Act as a closed-end investment company.

Compliance with such regulations

would significantly decrease our operating flexibility and could significantly increase our costs of doing business.

failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against

us and/or expose us to claims of private litigants.

In addition, upon approval of a majority of our stockholders, we may elect to

withdraw our status as a BDC.

If we decide to withdraw our election, or if we otherwise fail to maintain our qualification, to be

regulated as a BDC, we may be subject to substantially greater regulation under the 1940 Act as a closed-end investment company.

Compliance with such regulations would significantly decrease our operating flexibility and could significantly increase our costs

of doing business.

an internally managed BDC, we are subject to certain restrictions that may adversely affect our business.

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as an internally managed BDC, our ability to offer more competitive and flexible compensation structures, such as offering both a profit-sharing

plan and an equity incentive plan, is subject to the limitations imposed by the 1940 Act, which limits our ability to attract and retain

plan and an equity incentive plan, is subject to the limitations imposed by the 1940 Act, which limitations thus may limit our ability to attract and retain

talented investment management professionals.

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We depend upon the expertise, skill and network of members

of our management and our investment professionals for the identification, final selection, structuring, closing and monitoring of

our investments.

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

If we lose the services of key members of our senior management team, we may not be able to operate the business as we expect,

and our ability to compete could be harmed, which could cause our operating results to suffer.

We believe our future success will

depend, in part, on our ability to identify, attract and retain sufficient numbers of highly skilled employees.

If we do not succeed

in identifying, attracting and retaining such personnel, we may not be able to operate our business as we expect.

of our management and our investment professionals for the identification, diligence, final selection, structuring, closing and

monitoring of our investments.

These employees have critical industry experience and relationships on which we rely to implement our

business plan.

If we lose the services of key members of our senior management team, we may not be able to operate the business as

we expect, and our ability to compete could be harmed, which could cause our operating results to suffer.

We believe our future

success will depend, in part, on our ability to identify, attract and retain sufficient numbers of highly skilled employees.

do not succeed in identifying, attracting and retaining such personnel, we may not be able to operate our business as we

an internally managed BDC, our compensation structure is determined and set by our Board of Directors and its Compensation Committee.

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compensation.

of our senior management team may receive offers of more flexible and attractive compensation arrangements from other companies,

particularly from investment advisers to externally managed BDCs that are not subject to the same limitations on incentive-based

compensation that we are subject to as an internally managed BDC.

A departure by one or more members of our senior management team

or competing demands on their time could have a negative impact on our business, financial condition and results of

financial condition and results of operations will depend on our ability to manage our business effectively and achieve our

investment objective.

ability to achieve our investment objective will depend on our management team’s and investment professionals’ ability to

identify, analyze and invest in companies that meet our investment criteria.

Accomplishing this result on a cost-effective basis is largely

a function of our management team’s and investment professionals’ structuring of the investment process and their ability

to provide competent, attentive and efficient services to us.

We seek a specified number of investments in rapidly growing venture-capital-backed

emerging companies, which may be extremely risky.

There can be no assurance that our management team and investment professionals will

be successful in identifying and investing in companies that meet our investment criteria, or that we will achieve our investment objective.

Even if we are able to grow and build upon our investment operations, any failure to manage our growth effectively could have a material

adverse effect on our business, financial condition, results of operations and prospects.

of our senior management team may receive offers of more flexible and attractive compensation arrangements from other companies, particularly

from investment advisers to externally managed BDCs that are not subject to the same limitations on incentive-based compensation that

we are subject to as an internally managed BDC.

A departure by one or more members of our senior management team or competing demands

on their time could have a negative impact on our business, financial condition and results of operations.

financial condition and results of operations will depend on our ability to manage our business effectively and achieve our investment

ability to achieve our investment objective will depend on our management team’s and investment professionals’ ability

to identify, analyze and invest in companies that meet our investment criteria.

Accomplishing this result on a cost-effective basis

is largely a function of our management team’s and investment professionals’ structuring of the investment process and

their ability to provide competent, attentive and efficient services to us.

We seek a specified number of investments in rapidly

growing venture capital-backed emerging companies, which may be extremely risky.

There can be no assurance that our management team

and investment professionals will be successful in identifying and investing in companies that meet our investment criteria, or that

we will achieve our investment objective.

Even if we are able to grow and build upon our investment operations, any failure to

manage our growth effectively could have a material adverse effect on our business, financial condition, results of operations and

results of our operations will depend on many factors, including the availability of opportunities for investment, readily accessible

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to which we invest through private secondary marketplaces could cause us to lose part or all of our investment in such companies, which

would have a material and adverse effect on our net asset value and results of operations.

would have a material and adverse effect on our NAV and results of operations.

addition, while we believe the ability to trade on private secondary marketplaces provides valuable opportunities for liquidity, there

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If any of the foregoing were to occur, it would likely

have a material and adverse effect on our net asset value and results of operations.

have a material and adverse effect on our NAV and results of operations.

in private companies, including through private secondary marketplaces, also entail additional legal and regulatory risks which expose

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company shares, our ability to find investment opportunities and to liquidate our investments could be adversely affected.

to transfer restrictions and the illiquid nature of our investments, we may not be able to purchase or sell our investments when we wish

of our investments are or will be in equity or equity-related securities of privately held companies.

The securities we acquire in private

companies are typically subject to contractual transfer limitations, which may include prohibitions on transfer without the company’s

consent, may require that shares owned by us be held in escrow and may include provisions in company charter documents, and may include

investor rights of first refusal and co-sale and/or employment or trading policies further restricting trading.

In order to complete

a purchase of shares we may need to, among other things, give the issuer, its assignees or its stockholders a particular period of time,

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

We may be unable

to complete a purchase transaction if the subject company or its stockholders chooses to exercise a veto right or right of first refusal.

When we complete an investment, we generally become bound to the contractual transfer limitations imposed on the subject company’s

stockholders as well as other contractual obligations, such as co-sale or tag- along rights.

These obligations generally expire only

upon an IPO by the subject company.

As a result, prior to an IPO, our ability to liquidate may be constrained.

Transfer restrictions

could limit our ability to liquidate our positions in these securities if we are unable to find buyers acceptable to our portfolio companies,

or where applicable, their stockholders.

Such buyers may not be willing to purchase our investments at adequate prices or in volumes

sufficient to liquidate our position, and even where they are willing, other stockholders could exercise their co-sales or tag-along

rights to participate in the sale, thereby reducing the number of shares sellable by us.

Furthermore, prospective buyers may be deterred

from entering into purchase transactions with us due to the delay and uncertainty that these transfer and other limitations create.

we believe that secondary marketplaces may offer an opportunity to liquidate our private company investments, there can be no assurance

that a trading market will develop for the securities that we wish to liquidate or that the subject companies will permit their shares

to be sold through such marketplaces.

Even if some of our portfolio companies complete IPOs, we are typically subject to lock-up provisions

that prohibit us from selling our investments into the public market for specified periods of time after IPOs.

As a result, the market

price of securities that we hold may decline substantially before we are able to sell these securities following an IPO.

to the illiquid nature of most of our investments, we may not be able to sell these securities at times when we deem it advantageous

to do so, or at all.

Because our net asset value is only determined on a quarterly basis, and due to the difficulty in assessing this

value, our net asset value may not fully reflect the illiquidity of our portfolio, which may change on a daily basis, depending on many

factors, including the status of the private secondary markets and our particular portfolio at any given time.

will likely experience fluctuations in our operating results due to a number of factors, including the rate at which we make new investments,

the level of our expenses, changes in the valuation of our portfolio investments, variations in and the timing of the recognition of

realized and unrealized gains and losses, the degree to which we encounter competition in our markets and general economic conditions.

There can be no assurance that we will be able to locate or acquire investments that are of a similar nature to those currently in our

As a result of these factors, results for any period should not be relied upon as being indicative of performance in future

are significant potential risks associated with investing in venture capital companies with complex capital structures.

invest primarily in what we believe to be rapidly growing, venture-capital-backed emerging companies, either through private secondary

transactions, other secondary transactions or direct investments in companies.

Such private companies frequently have much more complex

capital structures than traditional publicly traded companies, and may have multiple classes of equity securities with differing rights,

including with respect to voting and distributions.

In addition, it is often difficult to obtain financial and other information with

respect to private companies, and even where we are able to obtain such information, there can be no assurance that it is complete or

In certain cases, such private companies may also have senior or pari passu preferred stock or senior debt outstanding, which

may heighten the risk of investing in the underlying equity of such private companies, particularly in circumstances when we have limited

information with respect to such capital structures.

Although we believe that our management team and investment professionals and our

Board of Directors have extensive experience evaluating and investing in private companies with such complex capital structures, there

can be no assurance that we will be able to adequately evaluate the relative risks and benefits of investing in a particular class of

a portfolio company’s equity securities.

Any failure on our part to properly evaluate the relative rights and value of a class

of securities in which we invest could cause us to lose part or all of our investment, which in turn could have a material and adverse

effect on our net asset value and results of operations.

business is subject to increasingly complex corporate governance, public disclosure and accounting requirements that are costly and could

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to continue to result in, an increase in expenses and a diversion of management’s time from other business activities.

addition, any failure to keep pace with such rules, or for our management to appropriately address compliance with such rules fully and

addition, any failure to keep pace with such rules, or to appropriately address compliance with such rules fully and

in a timely manner, would expose us to an increasing risk of inadvertent non-compliance.

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supervision of us or otherwise adversely affect our business.

Capital markets may experience periods of

disruption and instability, including as recently experienced.

Such market conditions may materially and adversely affect debt

and equity capital markets in the United States and abroad, which may have a negative impact on our business and operations.

From time to time, capital markets may experience periods of disruption

and instability, including during portions of the last three fiscal years.

markets may experience periods of disruption and instability, including as recently experienced.

Such market conditions may materially

and adversely affect debt and equity capital markets in the United States and abroad, which may have a negative impact on our business

and operations.

time to time, capital markets may experience periods of disruption and instability, including during portions of the last three fiscal

Since 2020, the U.S.

capital markets have experienced extreme

volatility and disruption, as evidenced by the volatility in global stock markets as a result of, among other things, uncertainty surrounding

the COVID-19 pandemic, supply chain disruptions, interest rate and inflation rate environments, and the fluctuating price of commodities

Despite actions of the U.S.

federal government and foreign governments, these types of events contribute to unpredictable

general economic conditions that materially and adversely impact the broader financial and credit markets and reduce the availability

of debt and equity capital for the market as a whole.

These conditions could continue for a prolonged period of time or worsen in the

Given the ongoing and dynamic nature of recent market disruption and instability,

it is difficult to predict the full impact of these conditions on our business.

The extent of any such impact will depend on future developments,

which are highly uncertain, including the duration or reoccurrence of any potential business or supply chain disruption, changes in interest

rates and inflation rates, the conflict between Russia and Ukraine, health epidemics and pandemics and the actions taken by governments

in response to these conditions.

During any such periods of market disruption and instability, we and other

companies in the financial services sector may have limited access, if available, to alternative markets for debt and equity capital.

Equity capital may be difficult to raise because, subject to some limited exceptions which will apply to us as a BDC, we will generally

not be able to issue additional shares of our common stock at a price less than net asset value without first obtaining approval for such

issuance from our stockholders and our independent directors.

Volatility and dislocation in the capital markets can also create a challenging environment in which to raise or

access debt capital, and our ability to incur indebtedness (including by issuing preferred stock) is limited by applicable regulations

such that our asset coverage (as defined in the 1940 Act) must equal at least 150% immediately after each time we incur indebtedness.

The continuance or reappearance of market conditions similar to those experienced during portions of the last three fiscal years for any

substantial length of time could make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness

with similar terms and any failure to do so could have a material adverse effect on our business.

The debt capital that will be available

to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently experience,

including being at a higher cost in rising rate environments.

If we are unable to raise or refinance debt, then our equity investors may

not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new

commitments or to fund existing commitments to our portfolio companies.

An inability to extend the maturity of, or refinance, our existing

indebtedness or obtain new indebtedness could have a material adverse effect on our business, financial condition or results of operations.

Significant volatility and disruption, has had, and in the future may

have, a negative effect on the valuations of our investments and on the potential for liquidity events involving these investments.

While most of our investments are not publicly traded, applicable accounting standards require us to assume, as part of our

valuation process, that our investments are sold in orderly mark-to-market transactions between market participants.

volatility in the capital markets can adversely affect our investment valuations.

Significant disruption or volatility in the capital markets may also affect

the pace of our investment activity and the potential for liquidity events involving our investments.

The illiquidity of our investments

may make it difficult for us to sell such investments to access capital if required and to value such investments.

Consequently, we may

realize significantly less than the value at which we carry our investments.

An inability to raise capital, and any required sale of our

investments for liquidity purposes, could have a material adverse impact on our business, financial condition or results of operations.

In addition, a prolonged period of market illiquidity may cause us to reduce the volume of loans and debt securities we originate and/or

fund and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial

condition, results of operations and cash flows.

Global economic, political and market conditions,

including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial

condition and results of operations.

Downgrades by rating agencies to the U.S.

government’s credit rating

or concerns about its credit and deficit levels in general could cause interest rates and borrowing costs to rise, which may negatively

impact both the perception of credit risk associated with our debt portfolio and our ability to access the debt markets on favorable terms.

In addition, a decreased U.S.

government credit rating could create broader financial turmoil and uncertainty, which may weigh heavily

on our financial performance and the value of our common stock.

Deterioration

in the economic conditions in the Eurozone and other regions or countries globally and the resulting instability in global financial

markets may pose a risk to our business.

Financial markets have been affected at times by a number of global macroeconomic events, including

the following:

large sovereign debts and fiscal deficits of several countries in Europe and in emerging markets jurisdictions, levels

of non-performing loans on the balance sheets of European banks, the effect of the United Kingdom (the “U.K.”) leaving the

European Union (the “EU”), instability in the Chinese capital markets and the COVID-19 pandemic.

Global market and economic

disruptions have affected, and may in the future affect, the U.S.

capital markets, which could adversely affect our business, financial

condition or results of operations.

We cannot assure you that market disruptions in Europe and other regions or countries, including

the increased cost of funding for certain governments and financial institutions, will not impact the global economy, and we cannot assure

you that assistance packages will be available, or if available, be sufficient to stabilize countries and markets in Europe or elsewhere

affected by a financial crisis.

To the extent uncertainty regarding any economic recovery in Europe or elsewhere negatively impacts consumer

confidence and consumer credit factors, our and our portfolio companies’ business, financial condition and results of operations

could be significantly and adversely affected.

Moreover, there is a risk of both sector-specific and broad-based corrections and/or downturns

in the equity and credit markets.

Any of the foregoing could have a significant impact on the markets in which we operate and could have

a material adverse impact on our business prospects and financial condition.

Various social and political circumstances in the United States and around

the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods,

earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties

or deterioration in the United States and worldwide.

Such events, including rising trade tensions between the United States and China,

other uncertainties regarding actual and potential shifts in U.S.

and foreign, trade, economic and other policies with other countries,

the war between Russia and Ukraine, and the COVID-19 pandemic, could adversely affect our business, financial condition or results of

These market and economic disruptions could negatively impact the operating results of our portfolio companies.

Events outside of our control, including public health crises,

may negatively affect our results of operations and financial performance and the fair value of our investments.

The COVID-19 pandemic and restrictive measures taken to contain or mitigate

its spread have caused business shutdowns, cancellations of events and restrictions on travel, significant reductions in demand for certain

goods and services, reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial

market instability both globally and in the United States.

capital markets have experienced extreme volatility and disruption.

Despite actions of the U.S.

federal government and foreign governments, these

events have contributed to unpredictable general economic conditions that are materially and adversely impacting the broader financial

and credit markets and reducing the availability of debt and equity capital for the market as a whole.

It is uncertain how long this volatility

will continue, and as a result, even after the COVID-19 pandemic subsides, the U.S.

economy and most other major global economies may

continue to experience a recession.

Our business and operations, as well as the business and operations of our portfolio companies, could

be materially adversely affected by a prolonged recession in the United States and other major markets.

Some economists and major investment

banks have expressed concern that the continued spread of the virus globally could lead to a world-wide economic downturn, the impacts

of which could last for some period after the pandemic is controlled and/or abated.

The extent of the impact of any public health emergency, including the

COVID-19 pandemic, on our and our portfolio companies’ operational and financial performance will depend on many factors, including

the duration and scope of such public health emergency, the actions taken by governmental authorities to contain its financial and economic

impact, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall

supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption

to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted.

In addition, our and our portfolio companies’ operations may be significantly impacted, or even temporarily or permanently halted,

as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related

to a public health emergency, including its potential adverse impact on the health of any of our or our portfolio companies’ personnel.

This could create widespread business continuity issues for us and our portfolio companies.

These factors may also cause the valuation of our investments to differ

materially from the values that we may ultimately realize.

Our valuations, and particularly valuations of private investments and private

companies, are inherently uncertain, may fluctuate over short periods of time and are often based on estimates, comparisons and qualitative

evaluations of private information.

As a result, our valuations may not show the completed or continuing impact of the COVID-19 pandemic

and the resulting measures taken in response thereto.

Any public health emergency, including the COVID-19 pandemic or any outbreak of

other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have

a significant adverse impact on us and the fair value of our investments and our portfolio companies.

The COVID-19 pandemic is ongoing as of the filing date of this Annual Report,

and its extended duration may have further adverse impacts on us and our portfolio companies after December 31, 2022.

are exposed to risks associated with changes in interest rates, including the current rising interest rate environment.

In 2022, the U.S.

Federal Reserve began raising short-term interest rates

and is expected to further increase the federal funds rate in 2023.

Because we may borrow money to make investments, our net investment

income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds.

As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our

net investment income.

A reduction in the interest rates on new investments relative to interest rates on current investments could have

an adverse impact on our net investment income.

However, an increase in interest rates could decrease the value of any investments we

hold which earn fixed interest rates and also could increase our interest expense, thereby decreasing our net income.

Also, an increase

in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our

distribution rate, which could reduce the value of our common stock.

Further, rising interest rates could also adversely affect our performance

if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield.

In periods of rising interest

rates, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net

investment income.

Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest

rates, subject to specified minimum interest rates (such as London Inter-Bank Offered Rate (“LIBOR”) or Secured Overnight

Financing Rate (“SOFR”) floor, as applicable), while at the same time engaging in borrowings subject to floating interest

rates not subject to such minimums.

In such a scenario, rising interest rates may increase our interest expense, even though our interest

income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.

If general interest rates rise, there is a risk that the portfolio companies

in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their

loan documents with us.

Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment

of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults.

In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely

affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from

such fixed-rate investments.

The elimination of LIBOR or any other changes or reforms to the determination

or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial

obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

We are assessing

the impact of a transition from LIBOR;

however, we cannot reasonably estimate the impact of the transition at this time.

federal government

and foreign governments, these types of events contribute to unpredictable general economic conditions that materially and adversely

impact the broader financial and credit markets and reduce the availability of debt and equity capital for the market as a whole.

conditions could continue for a prolonged period of time or worsen in the future.

the ongoing and dynamic nature of recent market disruption and instability, it is difficult to predict the full impact of these conditions

on our business.

The extent of any such impact will depend on future developments, which are highly uncertain, including the duration

or reoccurrence of any potential business or supply chain disruption, changes in interest rates and inflation rates, global conflicts, health epidemics and pandemics and the actions taken by governments in response to these conditions.

any such periods of market disruption and instability, we and other companies in the financial services sector may have limited access,

if available, to alternative markets for debt and equity capital.

Equity capital may be difficult to raise because, subject to some limited

exceptions which will apply to us as a BDC, we will generally not be able to issue additional shares of our common stock at a price less

than NAV without first obtaining approval for such issuance from our stockholders and our independent directors.

and dislocation in the capital markets can also create a challenging environment in which to raise or access debt capital, and our ability

to incur indebtedness (including by issuing preferred stock) is limited by applicable regulations such that our asset coverage (as defined

in the 1940 Act) must equal at least 200% (or 150% if certain requirements are met) immediately after each time we incur indebtedness.

The continuance or reappearance of market

conditions similar to those experienced during portions of the last three fiscal years for any substantial length of time could make

it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure

to do so could have a material adverse effect on our business.

The debt capital that will be available to us in the future, if at all,

may be at a higher cost and on less favorable terms and conditions than what we currently experience, including being at a higher cost

in rising rate environments.

If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential

for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing

commitments to our portfolio companies.

An inability to extend the maturity of, or refinance, our existing indebtedness or obtain new

indebtedness could have a material adverse effect on our business, financial condition or results of operations.

volatility and disruption, has had, and in the future may have, a negative effect on the valuations of our investments and on the potential

for liquidity events involving these investments.

While most of our investments are not publicly traded, applicable accounting standards

require us to assume, as part of our valuation process, that our investments are sold in orderly mark-to-market transactions between

market participants.

As a result, volatility in the capital markets can adversely affect our investment valuations.

disruption or volatility in the capital markets may also affect the pace of our investment activity and the potential for liquidity events

involving our investments.

The illiquidity of our investments may make it difficult for us to sell such investments to access capital

if required and to value such investments.

Consequently, we may realize significantly less than the value at which we carry our investments.

An inability to raise capital, and any required sale of our investments for liquidity purposes, could have a material adverse impact

on our business, financial condition or results of operations.

In addition, a prolonged period of market illiquidity may cause us to

reduce the volume of loans and debt securities we originate and/or fund and adversely affect the value of our portfolio investments,

which could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

are exposed to risks associated with changes in interest rates.

Because we may borrow money to make investments, our net investment income will depend, in part, upon the difference between the

rate at which we borrow funds and the rate at which we invest those funds.

As a result, we can offer no assurance that a significant

change in market interest rates will not have a material adverse effect on our net investment income.

A reduction in the interest rates

on new investments relative to interest rates on current investments could have an adverse impact on our net investment income.

an increase in interest rates, like that experienced recently, could decrease the value of any investments we hold which earn fixed interest rates and also could increase

our interest expense, thereby decreasing our net income.

Also, an increase in interest rates available to investors could make an investment

in our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common

Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise

at a rate in excess of the rate that our investments yield.

In periods of rising interest rates, to the extent we borrow money subject

to a floating interest rate, our cost of funds would increase, which could reduce our net investment income.

Further, rising interest

rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest

rates (such as a Secured Overnight Financing Rate (“SOFR”) floor),

while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums.

In such a scenario, rising

interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding

manner as a result of such minimum interest rates.

general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to

pay escalating interest amounts, which could result in a default under their loan documents with us.

Rising interest rates could also

cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect

on their business and operations and could, over time, lead to increased defaults.

In addition, rising interest rates may increase pressure

on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in

our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.

recessions or downturns could impair our portfolio companies and harm our operating results.

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to borrowers.

In the past, instability in the global capital markets resulted in disruptions

in liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the

broadly syndicated credit market and the failure of major domestic and international financial institutions.

In particular, in past periods

of instability, the financial services sector was negatively impacted by significant write-offs as the value of the assets held by financial

firms declined, impairing their capital positions and abilities to lend and invest.

In addition, continued uncertainty surrounding the

negotiation of trade deals between the United Kingdom and the European Union following the United Kingdom’s exit from the European

Union and uncertainty between the United States and other countries, including China, with respect to trade policies, treaties, and tariffs,

among other factors, have caused disruption in the global markets.

There can be no assurance that market conditions will not worsen in

the past, instability in the global capital markets resulted in disruptions in liquidity in the debt capital markets, significant

write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure

of major domestic and international financial institutions.

In particular, in past periods of instability, the financial services

sector was negatively impacted by significant write-offs as the value of the assets held by financial firms declined, impairing

their capital positions and abilities to lend and invest.

In addition, continued uncertainty surrounding the negotiation of trade

deals between the United Kingdom and the European Union following the United Kingdom’s exit from the European Union and

tensions uncertainty between the United States and other countries, including China and Russia, with respect to trade policies, treaties, and

tariffs, among other factors, have caused disruption in the global markets.

There can be no assurance that market conditions will

not worsen in the future.

sanction laws in the United States and other jurisdictions may prohibit us from transacting with certain countries, individuals and companies.

In the United States, the U.S.

the United States, the U.S.

Department of the Treasury’s Office of Foreign Assets Control administers and enforces laws, executive

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along to their customers, it could adversely affect their results, which could in turn adversely impact our results of operations.

addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact

the fair value of our investments.

Any decreases in the fair value of our investments could result in future unrealized losses and therefore

reduce our net assets resulting from operations.

Additionally, the Federal Reserve has raised, and has indicated its intent to continue raising, certain benchmark

interest rates in an effort to combat inflation.

There is no guarantee that the actions taken by the Federal Reserve will reduce or eliminate

See “—We are exposed to risks associated with changes in interest rates, including the current rising interest

rate environment.”

In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely

impact the fair value of our investments.

Any decreases in the fair value of our investments could result in future unrealized

losses and therefore reduce our net assets resulting from operations.

Additionally, the Federal Reserve has recently raised certain benchmark interest rates in an effort to combat inflation.

There is no guarantee

that the actions taken by the Federal Reserve will reduce or eliminate inflation.

See “ —We are exposed to risks

associated with changes in interest rates.

are subject to risks related to corporate social responsibility.

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the importance of such ESG measures to their investment decisions.

We risk damage

to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance

and transparency and considering ESG factors in our investment processes.

Adverse incidents with respect to ESG activities could impact

the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business

and results of operations.

Additionally, new regulatory initiatives related to ESG could adversely

affect our business.

The SEC has proposed rules that, among other matters, would establish a framework for reporting of climate-related

At this time, there is uncertainty regarding the scope of such proposals or when they would become effective (if at all).

with any new laws or regulations increases our regulatory burden and could make compliance more difficult and expensive, affect the manner

in which we or our portfolio companies conduct our businesses and adversely affect our profitability.

risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate

governance and transparency and considering ESG factors in our investment processes.

Adverse incidents with respect to ESG activities

could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect

our business and results of operations.

Additionally,

new regulatory initiatives related to ESG could adversely affect our business.

The SEC has proposed rules that, among other matters,

would establish a framework for reporting of climate-related risks.

At this time, there is uncertainty regarding the scope of such proposals

or when they would become effective (if at all).

Compliance with any new laws or regulations increases our regulatory burden and could

make compliance more difficult and expensive, affect the manner in which we or our portfolio companies conduct our businesses and adversely

affect our profitability.

business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism, which

could cause us to incur significant expense, hinder execution of investment strategy and impact our stock price.

the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has

often been brought against that company.

Stockholder activism, which could take many forms or arise in a variety of situations, has been

increasing in the BDC space recently.

While we are currently not subject to any securities litigation or stockholder activism, due to

the potential volatility of our stock price and for a variety of other reasons, we may in the future become the target of securities

litigation or stockholder activism.

Securities litigation and stockholder activism, including potential proxy contests, could result

in substantial costs and divert management’s and our Board of Directors’ attention and resources from our business.

Additionally,

such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect our

relationships with service providers and make it more difficult to attract and retain qualified personnel.

Also, we may be required to

incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters.

Further, our stock

price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities

litigation and stockholder activism.

the past, following periods of volatility in the market price of a company’s securities, securities class action litigation

has often been brought against that company.

Stockholder activism, which could take many forms or arise in a variety of situations,

has been increasing in the BDC space recently.

While we are currently not subject to any securities litigation or stockholder

activism, due to the potential volatility of our stock price and for a variety of other reasons, we may in the future become the

target of securities litigation or stockholder activism.

Securities litigation and stockholder activism, including potential proxy

contests, could result in substantial costs and divert management’s and our Board of Directors’ attention and resources

from our business.

Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as

to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified

Also, we may be required to incur significant legal fees and other expenses related to any securities litigation and

activist stockholder matters.

Further, our stock price could be subject to significant fluctuation or otherwise be adversely

affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

operate in a highly competitive market for direct equity investment opportunities.

A large number of entities compete with us to make the types of direct

equity investments that we target as part of our business strategy.

We compete for such investments with a large number of private equity

and venture capital funds, other equity and non- equity based investment funds, investment banks and other sources of financing, including

traditional financial services companies such as commercial banks and specialty finance companies.

Many of our competitors are substantially

larger than us and have considerably greater financial, technical and marketing resources than we do.

For example, some competitors may

have a lower cost of funds and access to funding sources that are not available to us.

In addition, some of our competitors may have higher

risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships

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

or to the distribution and other requirements we must satisfy to maintain our ability to subject to tax as a RIC.

These characteristics

could allow our competitors to consider a wider variety of investments, establish more relationships and offer financing at more attractive

terms than we are able to offer.

There can be no assurance that the competitive pressures we face will not have a material adverse effect

on our business, financial condition and results of operations.

Also, as a result of this competition, we may not be able to take advantage

of attractive investment opportunities from time to time, and we can offer no assurance that we will be able to identify and make direct

equity investments that are consistent with our investment objective.

large number of entities compete with us to make the types of direct equity investments that we target as part of our business strategy.

We compete for such investments with a large number of private equity and venture capital funds, other equity and non-equity based investment

funds, investment banks and other sources of financing, including traditional financial services companies such as commercial banks and

specialty finance companies.

Many of our competitors are substantially larger than us and have considerably greater financial, technical

and marketing resources than we do.

For example, some competitors may have a lower cost of funds and access to funding sources that are

not available to us.

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

allow them to consider a wider variety of investments and establish more relationships than us.

Furthermore, many of our competitors

are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or to the distribution and other requirements

we must satisfy to maintain our ability to subject to tax as a RIC.

These characteristics could allow our competitors to consider a wider

variety of investments, establish more relationships and offer financing at more attractive terms than we are able to offer.

be no assurance that the competitive pressures we face will not have a material adverse effect on our business, financial condition and

results of operations.

Also, as a result of this competition, we may not be able to take advantage of attractive investment opportunities

from time to time, and we can offer no assurance that we will be able to identify and make direct equity investments that are consistent

with our investment objective.

such as the 6.00% Notes due 2026, can magnify the potential for gain or loss on amounts invested and may increase the risk of investing

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$184.1 million in total portfolio assets excluding U.S.

Treasuries, and $75.0 million in outstanding 6.00% Notes due 2026 as of

December 31, 2022.

Treasuries, and $75.0 million in outstanding 6.00% Notes due 2026 as of December

use of borrowed funds to make investments exposes us to risks typically associated with leverage.

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was less than 200% (or 150% if certain requirements are met).

the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities only in amounts such that our asset coverage ratio

equals at least 200% after each issuance of senior securities.

If the value of our assets declines, we may be unable to satisfy this

test and we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our

senior securities at a time when such sales may be disadvantageous.

the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities only in amounts such that our asset coverage

ratio equals at least 200% after each issuance of senior securities (or 150% if certain requirements are met).

If the value of our assets declines, we may be unable to

satisfy this test and we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a

portion of our senior securities at a time when such sales may be disadvantageous.

we default under any future borrowing facility we enter into or are unable to amend, repay or refinance any such facility on commercially

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or potentially eliminating the amount of cash available to us after repayment of our outstanding borrowings.

Moreover, such deleveraging

of our Company could significantly impair our ability to effectively operate our business in the manner in which we have historically

Moreover, such deleveraging could significantly impair our ability to effectively operate our business in the manner in which we have historically

As a result, we could be forced to curtail or cease new investment activities and lower or eliminate any dividends that we

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We may, however, sell our common

stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock

if our Board of Directors determines that such sale is in the best interests of SuRo Capital and its stockholders, and our stockholders

stock, or warrants, options or rights to acquire our common stock, at a price below the then-current NAV of our common stock

if our Board of Directors determines that such sale is in the best interests of the Company and our stockholders, and our stockholders

approve such sale.

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Policies— U.S.

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

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

generally believes that it will be in our best interest to be treated as a RIC in any year in which we are profitable.

Federal and State Income Taxes ” and “Note 9—Income Taxes” to our Consolidated Financial Statements for the year ended December 31, 2023 for more information.

generally believe that it will be in our best interest to be treated as a RIC in any year in which we are profitable.

If we fail to

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or regulatory tax changes could adversely affect our business and financial condition.

The rules dealing with U.S.

federal income taxation are constantly under

review by persons involved in the legislative process and by the Internal Revenue Service and the U.S.

rules dealing with U.S.

federal income taxation are constantly under review by persons involved in the legislative process and by

the Internal Revenue Service (“IRS”) and the U.S.

Treasury Department.

tax laws, regulations or administrative interpretations or any amendments thereto could adversely affect us, the entities in which we

invest, or the holders of our securities, including our common stock and the 6.00% Notes due 2026.

For example, on August 16, 2022, President

Biden signed the Inflation Reduction Act of 2022 into law, which may result in different and potentially adverse tax treatment

for us, our portfolio companies, or the holder of our securities.

Additionally, the Biden Administration has announced a number of tax

law proposals, including American Families Plan and Made in America Tax Plan, which include increases in the corporate and individual

Changes in tax laws, regulations or administrative

interpretations or any amendments thereto could adversely affect us, the entities in which we invest, or the holders of our

securities, including our common stock and the 6.00% Notes due 2026.

For example, on August 16, 2022, President Joseph R.

signed the Inflation Reduction Act of 2022 into law, which may result in different and potentially adverse tax treatment for us, our

portfolio companies, or the holders of our securities.

Additionally, the Biden Administration has announced a number of tax law

proposals, including American Families Plan and Made in America Tax Plan, which include increases in the corporate and individual

tax rates, and impose a minimum tax on book income and profits of certain multinational corporations.

The likelihood of any such legislation

being enacted is uncertain, but new legislation and any U.S.

Treasury regulations, administrative interpretations or court decisions interpreting

such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S.

federal income

tax consequences to us and our investors of such qualification, or could have other adverse consequences for us, our portfolio companies,

and/or our investors.

Investors are urged to consult with their tax advisors with respect to the impact of this legislation and the status

of any other regulatory or administrative developments and proposals and their potential effect on an investment in our securities.

The likelihood of any such

legislation being enacted is uncertain, but new legislation and any U.S.

Treasury regulations, administrative interpretations or

court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as

a RIC or the U.S.

federal income tax consequences to us and our investors of such qualification, or could have other adverse

consequences for us, our portfolio companies, and/or our investors.

Investors are urged to consult with their tax advisors with

respect to the impact of this legislation and the status of any other regulatory or administrative developments and proposals and

their potential effect on an investment in our securities.

we expect to distribute substantially all of our net investment income and net realized capital gains to our stockholders, we will need

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If additional funds are not available to us, we could be forced to curtail

or cease new lending and investment activities, and our net asset value could decline.

or cease new lending and investment activities, and our NAV could decline.

may continue to choose to pay dividends in our common stock, in which case you may be required to pay tax in excess of the cash you receive.

have in the past, and may continue to, distribute taxable dividends that are payable in part in shares of our common stock.

on November 3, 2021, our Board of Directors declared a dividend of $2.00 per share to stockholders, paid partially in cash and partially

in shares of our common stock on December 30, 2021.

In accordance with certain applicable U.S.

Treasury regulations and published guidance

issued by the Internal Revenue Service (“IRS”), a RIC may treat a distribution of its own common stock as fulfilling the

issued by the IRS, a RIC may treat a distribution of its own common stock as fulfilling the

RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or common stock

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affect our business and the businesses of our portfolio companies.

We and our portfolio companies are subject to laws and regulations at the

federal, state and local levels and, in some cases, foreign levels.

These laws and regulations, as well as their interpretation,

may change from time to time, and new laws, regulations and interpretations may also come into effect, potentially with retroactive effect.

Any such new or changed laws or regulations could have a material adverse effect on our business or the business of our portfolio companies.

The legal, tax and regulatory environment for BDCs, investment advisers and the instruments that they utilize (including derivative instruments)

is continuously evolving.

In addition, there is significant uncertainty regarding enacted legislation and, consequently, the full impact

that such legislation will ultimately have on us and the markets in which we trade and invest is not fully known.

For example, on August

16, 2022, the Biden Administration enacted the Inflation Reduction Act of 2022, which modifies key aspects of the Code, including by creating

an alternative minimum tax on certain large corporations and an excise tax on stock repurchases by certain corporations.

We are currently

assessing the potential impact of these legislative changes.

Such uncertainty and any resulting confusion may itself be detrimental to

the efficient functioning of the markets and the success of certain investment strategies.

and our portfolio companies are subject to laws and regulations at the U.S.

federal, state and local levels and, in some cases, foreign

These laws and regulations, as well as their interpretation, may change from time to time, and new laws, regulations and interpretations

may also come into effect, potentially with retroactive effect.

Any such new or changed laws or regulations could have a material adverse

effect on our business or the business of our portfolio companies.

The legal, tax and regulatory environment for BDCs, investment advisers

and the instruments that they utilize (including derivative instruments) is continuously evolving.

In addition, there is significant

uncertainty regarding enacted legislation and, consequently, the full impact that such legislation will ultimately have on us and the

markets in which we trade and invest is not fully known.

For example, on August 16, 2022, the Biden Administration enacted the Inflation

Reduction Act of 2022, which modifies key aspects of the Code, including by creating an alternative minimum tax on certain large corporations

and an excise tax on stock repurchases by certain corporations.

We are currently assessing the potential impact of these legislative

Such uncertainty and any resulting confusion may itself be detrimental to the efficient functioning of the markets and the success

of certain investment strategies.

addition, as private equity firms become more influential participants in the U.S.

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occur, could have a material adverse effect on our results of operations and the value of your investment.

The SBCAA allows us to incur additional leverage,

which could increase the risk of investing in us.

The 1940 Act had generally prohibited us from incurring indebtedness unless

immediately after such borrowing we had an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed

50% of the value of our total assets).

However, the SBCAA modified the 1940 Act to allow BDCs to decrease their asset coverage requirement

from 200% to 150% (i.e.

the amount of debt may not exceed 66.7% of the value of our total assets), if certain requirements are met.

the SBCAA, we are allowed to reduce our asset coverage requirement to 150%, and thereby increase our leverage capacity, if shareholders

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

If we receive shareholder approval,

we would be allowed to reduce our asset coverage requirement to 150% on the first day after such approval.

Alternatively, the SBCAA allows

the majority of our independent directors to approve the reduction in our asset coverage requirement to 150%, and such approval would

become effective after one year.

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

among other things, the receipt of approval to reduce our asset coverage requirement to 150%, our leverage capacity and usage, and risks

related to leverage.

As a result of the SBCAA, if we obtain the necessary approval, we may be

able to increase our leverage up to an amount that reduces our asset coverage ratio from 200% to 150%.

Leverage magnifies the potential

for loss on investments in our indebtedness and on invested equity capital.

As we use leverage to partially finance our investments, you

will experience increased risks of investing in our securities.

If the value of our assets increases, then leveraging would cause the

net asset value attributable to our common stock to increase more sharply than it would have had we not leveraged.

Conversely, if the

value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not

leveraged our business.

Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net

investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income

to decline more sharply than it would have had we not borrowed.

Such a decline could negatively affect our ability to pay common stock

dividends, scheduled debt payments or other payments related to our securities.

Leverage is generally considered a speculative investment

SBCAA allows us to incur additional leverage, which could increase the risk of investing in us.

1940 Act had generally prohibited us from incurring indebtedness unless immediately after such borrowing we had an asset coverage for

total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our total assets).

However, the SBCAA

modified the 1940 Act to allow BDCs to decrease their asset coverage requirement from 200% to 150% (i.e.

the amount of debt may not exceed

66.7% of the value of our total assets), if certain requirements are met.

Under the SBCAA, we are allowed to reduce our asset coverage

requirement to 150%, and thereby increase our leverage capacity, if shareholders representing at least a majority of the votes cast,

when a quorum is present, approve a proposal to do so.

If we receive shareholder approval, we would be allowed to reduce our asset coverage

requirement to 150% on the first day after such approval.

Alternatively, the SBCAA allows the majority of our independent directors to

approve the reduction in our asset coverage requirement to 150%, and such approval would become effective after one year.

In either case,

we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval

to reduce our asset coverage requirement to 150%, our leverage capacity and usage, and risks related to leverage.

a result of the SBCAA, if we obtain the necessary approval, we may be able to increase our leverage up to an amount that reduces our

asset coverage ratio from 200% to 150%.

Leverage magnifies the potential for loss on investments in our indebtedness and on invested

equity capital.

As we use leverage to partially finance our investments, you will experience increased risks of investing in our securities.

If the value of our assets increases, then leveraging would cause the NAV attributable to our common stock to increase more

sharply than it would have had we not leveraged.

Conversely, if the value of our assets decreases, leveraging would cause NAV

to decline more sharply than it otherwise would have had we not leveraged our business.

Similarly, any increase in our income in excess

of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage,

while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed.

a decline could negatively affect our ability to pay common stock dividends, scheduled debt payments or other payments related to our

Leverage is generally considered a speculative investment technique.

investors are limited in their ability to make significant investments in us.

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disasters such as earthquakes, tornadoes and hurricanes;

pandemics (including the COVID-19 pandemic);

arising from local or larger scale political or social matters, including terrorist acts;

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and our ability to pay dividends to our stockholders.

We will likely experience fluctuations

in our results and we may be unable to replicate past investment opportunities or make the types of investments we have made to date in

future periods.

We will likely experience fluctuations in our operating results due to a number of factors, including the rate at

which we make new investments, the level of our expenses, changes in the valuation of our portfolio investments, variations in and the

timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and

general economic conditions.

For example, since inception through December 31, 2023, we have experienced substantial cumulative negative

cash flows from operations.

These fluctuations may in certain cases be exaggerated as a result of our focus on realizing capital gains

rather than current income from our investments.

In addition, there can be no assurance that we will be able to locate or acquire investments

that are of a similar nature to those currently in our portfolio.

As a result of these factors, results for any period should not be relied

upon as being indicative of performance in future periods.

Related to the 6.00% Notes due 2026

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of any of the senior members of our management team.

the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has

often been brought against that company.

Due to the potential volatility of our stock price, we may therefore be the target of securities

litigation in the future.

Securities litigation could result in substantial costs and divert management’s attention and resources

from our business.

For more information, see “Our business and operations could be negatively affected if we become subject to

any securities litigation or stockholder activism, which could cause us to incur significant expenses, hinder the execution of our investment

strategy, and impact our stock price.”

of our common stock have recently traded, and may in the future trade, at discounts from net asset value or at premiums that may prove

the past, following periods of volatility in the market price of a company’s securities, securities class action litigation

has often been brought against that company.

Due to the potential volatility of our stock price, we may therefore be the target of

securities litigation in the future.

Securities litigation could result in substantial costs and divert management’s attention

and resources from our business.

For more information, see — “Our business and operations could be negatively affected

if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expenses,

hinder the execution of our investment strategy, and impact our stock price.”

of our common stock have recently traded, and may in the future trade, at discounts from NAV or at premiums that may prove

to be unsustainable.

of BDCs like us may, during some periods, trade at prices higher than their net asset value per share and, during other periods, as frequently

occurs with closed-end investment companies, trade at prices lower than their net asset value per share.

of BDCs like us may, during some periods, trade at prices higher than their NAV per share and, during other periods, as frequently

occurs with closed-end investment companies, trade at prices lower than their NAV per share.

The perceived value of our investment

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Negative or unforeseen developments affecting the perceived value of companies in our investment portfolio could

result in a decline in the trading price of our common stock relative to our net asset value per share.

possibility that our shares will trade at a discount from net asset value or at premiums that are unsustainable are risks separate and

distinct from the risk that our net asset value per share will decrease.

The risk of purchasing shares of a BDC that might trade at a

discount or unsustainable premium is more pronounced for investors who wish to sell their shares in a relatively short period of time

because, for those investors, realization of a gain or loss on their investments is likely to be more dependent upon changes in premium

or discount levels than upon increases or decreases in net asset value per share.

As of March 15, 2023, the closing price of our

common stock on the Nasdaq Global Select Market was $3.01 per share, which represented an approximately 59.3% discount to our net asset

value of $7.39 per share as of December 31, 2022.

result in a decline in the trading price of our common stock relative to our NAV per share.

possibility that our shares will trade at a discount from NAV or at premiums that are unsustainable are risks separate and distinct

from the risk that our NAV per share will decrease.

The risk of purchasing shares of a BDC that might trade at a discount or

unsustainable premium is more pronounced for investors who wish to sell their shares in a relatively short period of time because,

for those investors, realization of a gain or loss on their investments is likely to be more dependent upon changes in premium or

discount levels than upon increases or decreases in NAV per share.

As of March 13, 2024, the closing price of our common stock on

the Nasdaq Global Select Market was $4.36 per share, which represented an approximately 45.4% discount to our NAV of $7.99 per

share as of December 31, 2023.

may not be able to pay distributions to our stockholders and our distributions may not grow over time, particularly since we invest primarily

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our available equity capital our aggregate expenses, and correspondingly, our expense ratio, will be lowered.

have internalized our operating structure, including our management and investment functions;

as a result, we may incur significant costs

and face significant risks associated with being self-managed, including adverse effects on our business and financial condition.

March 12, 2019, our Board of Directors approved internalizing our operating structure, including our management and investment functions.

There can be no assurances that internalizing our operating structure will be beneficial to us and our stockholders, as we may incur

the costs and risks discussed below and may not be able to effectively replicate the services previously provided to us by our former

investment adviser, GSV Asset Management, and our former administrator, GSV Capital Service Company.

we will no longer bear the costs of the various fees and expenses we previously paid to GSV Asset Management under the Investment Advisory

Agreement, our direct expenses will generally include general and administrative costs, including legal, accounting, and other expenses

related to corporate governance, SEC reporting and compliance, as well as costs and expenses related to making and managing our investments.

We will also now incur the compensation and benefits costs of our officers and other employees and consultants, and we have issued equity

awards to our officers, employees and consultants, which awards may decrease net income and funds from our operations and may dilute

our stockholders.

We may also be subject to potential liabilities commonly faced by employers, such as workers disability and compensation

claims, potential labor disputes and other employee-related liabilities and grievances.

Finally, internalization transactions have also, in some cases, been the

subject of litigation.

Even if these claims are without merit, we could be forced to spend significant amounts of time and money defending

claims, which would reduce the amount of funds available for us to make investments and to pay distributions, and may divert our management’s

attention from managing our investments.

of these factors could have a material adverse effect on our results of operations, financial condition, and ability to pay distributions.

will likely experience fluctuations in our results and we may be unable to replicate past investment opportunities or make the types

of investments we have made to date in future periods.

will likely experience fluctuations in our operating results due to a number of factors, including the rate at which we make new investments,

the level of our expenses, changes in the valuation of our portfolio investments, variations in and the timing of the recognition of

realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions.

For example, since inception through December 31, 2022, we have experienced substantial cumulative negative cash flows from operations.

These fluctuations may in certain cases be exaggerated as a result of our focus on realizing capital gains rather than current income

from our investments.

In addition, there can be no assurance that we will be able to locate or acquire investments that are of a similar

nature to those currently in our portfolio.

As a result of these factors, results for any period should not be relied upon as being indicative

of performance in future periods.

economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant

adverse effect on our business, financial condition and results of operations.

by rating agencies to the U.S.

government’s credit rating or concerns about its credit and deficit levels in general could cause

interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our debt portfolio

and our ability to access the debt markets on favorable terms.

In addition, a decreased U.S.

government credit rating could create broader

financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our common stock.

Deterioration

in the economic conditions in the Eurozone and other regions or countries globally and the resulting instability in global financial

markets may pose a risk to our business.

Financial markets have been affected at times by a number of global macroeconomic events, including

the following:

large sovereign debts and fiscal deficits of several countries in Europe and in emerging markets jurisdictions, levels

of non-performing loans on the balance sheets of European banks, the effect of the United Kingdom leaving the European Union, instability

in the Chinese capital markets and bank failures.

Global market and economic disruptions have affected, and may in the future affect,

capital markets, which could adversely affect our business, financial condition or results of operations.

We cannot assure you

that market disruptions in Europe and other regions or countries, including the increased cost of funding for certain governments and

financial institutions, will not impact the global economy, and we cannot assure you that assistance packages will be available, or if

available, be sufficient to stabilize countries and markets in Europe or elsewhere affected by a financial crisis.

To the extent uncertainty

regarding any economic recovery in Europe or elsewhere negatively impacts consumer confidence and consumer credit factors, our and our

portfolio companies’ business, financial condition and results of operations could be significantly and adversely affected.

there is a risk of both sector-specific and broad-based corrections and/or downturns in the equity and credit markets.

Any of the foregoing

could have a significant impact on the markets in which we operate and could have a material adverse impact on our business prospects

and financial condition.

social and political circumstances in the United States and around the world (including wars and other forms of conflict, terrorist acts,

security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may

also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide.

including uncertainties regarding actual and potential shifts in U.S.

and foreign trade, economic and other policies with other countries,

and global conflicts could adversely affect our business, financial condition or results of operations.

These market and economic disruptions

could negatively impact the operating results of our portfolio companies.

about presidential administration initiatives could negatively impact our business, financial condition and results of operations.

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environment, inflation and other areas.

particular area identified as subject to potential change, amendment or repeal includes the Dodd-Frank Wall Street Reform and Consumer

Protection Act, or the “Dodd-Frank Act,” including the Volcker Rule and various swaps and derivatives regulations, credit

risk retention requirements and the authorities of the Federal Reserve, the Financial Stability Oversight Council and the SEC.

the uncertainty associated with the manner in which and whether the provisions of the Dodd-Frank Act will be implemented, repealed, amended,

or replaced, the full impact such requirements will have on our business, results of operations or financial condition is unclear.

changes resulting from the Dodd-Frank Act or any changes to the regulations already implemented thereunder may require us to invest significant

management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements.

Failure to comply with any such laws, regulations or principles, or changes thereto, may negatively impact our business, results of operations

or financial condition.

While we cannot predict what effect any changes in the laws or regulations or their interpretations would have

on us as a result of recent financial reform legislation, these changes could be materially adverse to us and our stockholders.

particular area identified as subject to potential change, amendment or repeal includes the Dodd-Frank Act, including the Volcker

Rule and various swaps and derivatives regulations, credit risk retention requirements and the authorities of the Federal Reserve,

the Financial Stability Oversight Council and the SEC.

Given the uncertainty associated with the manner in which and whether the

provisions of the Dodd-Frank Act will be implemented, repealed, amended, or replaced, the full impact such requirements will have on

our business, results of operations or financial condition is unclear.

The changes resulting from the Dodd-Frank Act or any changes

to the regulations already implemented thereunder may require us to invest significant management attention and resources to

evaluate and make necessary changes in order to comply with new statutory and regulatory requirements.

Failure to comply with any

such laws, regulations or principles, or changes thereto, may negatively impact our business, results of operations or financial

While we cannot predict what effect any changes in the laws or regulations or their interpretations would have on us as a

result of recent financial reform legislation, these changes could be materially adverse to us and our stockholders.

attacks, acts of war or natural disasters may affect any market for our securities, impact the businesses in which we invest and harm

our business, operating results and financial condition.

Terrorist acts, acts of war or natural disasters, including as a result

of global climate change, may disrupt our operations, as well as the operations of the businesses in which we invest.

Such acts have created,

and may continue to create, economic and political uncertainties and have contributed to global economic instability.

Terrorist activities,

military or security operations, global health emergencies, or extreme weather conditions or other natural disasters, including as a result

of global climate change, could further weaken domestic and/or global economies and create additional uncertainties, which may negatively

impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating

results and financial condition.

Losses from terrorist attacks, global health emergencies, and extreme weather conditions or other natural

disasters are generally uninsurable.

The nature and level of extreme weather conditions or other natural disasters cannot be predicted

and may be exacerbated by global climate change.

failure in cyber-security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management

acts, acts of war or natural disasters, including as a result of global climate change, may disrupt our operations, as well as the operations

of the businesses in which we invest.

Such acts have created, and may continue to create, economic and political uncertainties and have

contributed to global economic instability.

Terrorist activities, military or security operations, global health emergencies, or extreme

weather conditions or other natural disasters, including as a result of global climate change, could further weaken domestic and/or global

economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and,

in turn, could have a material adverse impact on our business, operating results and financial condition.

Losses from terrorist attacks,

global health emergencies, and extreme weather conditions or other natural disasters are generally uninsurable.

The nature and level

of extreme weather conditions or other natural disasters cannot be predicted and may be exacerbated by global climate change.

failure in cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management

continuity planning, could impair our ability to conduct business effectively.

Cybersecurity incidents and cyber-attacks have been occurring globally

at a more frequent and severe level, and will likely continue to increase in frequency in the future.

The occurrence of a disaster, such

as a cyber-attack against us or against a third party that has access to our data or networks, a natural catastrophe, an industrial accident,

failure of our disaster recovery systems, or consequential employee error, could have an adverse effect on our ability to communicate

or conduct business, negatively impacting our operations and financial condition.

This adverse effect can become particularly acute if

those events affect our electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity,

or confidentiality of our data.

Cybersecurity

incidents and cyber-attacks have been occurring globally at a more frequent and severe level, and will likely continue to increase in

frequency in the future.

The occurrence of a disaster, such as a cyber-attack against us or against a third party that has access to

our data or networks, a natural catastrophe, an industrial accident, failure of our disaster recovery systems, or consequential employee

error, could have an adverse effect on our ability to communicate or conduct business, negatively impacting our operations and financial

This adverse effect can become particularly acute if those events affect our electronic data processing, transmission, storage,

and retrieval systems, or impact the availability, integrity, or confidentiality of our data.

business operations rely upon secure information technology systems for data processing, storage and reporting.

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or modify private and sensitive information, including nonpublic personal information related to stockholders (and their beneficial owners)

and material nonpublic information.

and material non-public information.

The systems we have implemented to manage risks relating to these types of events could prove to

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cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive

data, including personal information relating to stockholders, material nonpublic information and other sensitive information in our

data, including personal information relating to stockholders, material non-public information and other sensitive information in our

disaster or a disruption in the infrastructure that supports our business, including a disruption involving electronic communications

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or reputational damage.

Finally, the increased use of mobile and cloud technologies due to the

proliferation of remote work resulting from the COVID-19 pandemic could heighten these and other operational risks as certain aspects

of the security of such technologies may be complex and unpredictable.

Reliance on mobile or cloud technology or any failure by mobile

technology and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations, the

operations of a portfolio company or the operations of our or their service providers and result in misappropriation, corruption or loss

of personal, confidential or proprietary information or the inability to conduct ordinary business operations.

In addition, there is a

risk that encryption and other protective measures may be circumvented, particularly to the extent that new computing technologies increase

the speed and computing power available.

the increased use of mobile and cloud technologies due to the proliferation of remote work resulting from and following the COVID-19

pandemic could heighten these and other operational risks as certain aspects of the security of such technologies may be complex and

unpredictable.

Reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately

safeguard their systems and prevent cyber-attacks could disrupt our operations, the operations of a portfolio company or the

operations of our or their service providers and result in misappropriation, corruption or loss of personal, confidential or

proprietary information or the inability to conduct ordinary business operations.

In addition, there is a risk that encryption and

other protective measures may be circumvented, particularly to the extent that new computing technologies increase the speed and

computing power available.

An extended period of remote working, whether by us, our portfolio companies, or our third-party

providers, could strain technology resources and introduce operational risks, including heightened cybersecurity risk.

Remote working

environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.

the risks described above are heightened under current conditions.

Unresolved Staff Comments

working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.

Accordingly, the risks described above are heightened under current conditions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors