Neostellar Capital Corp. 10-K

Item 8. Financial Statements and Supplementary Data Index to Financial Statements Page Report of Independent Registered Public Accounting Firm PCAOB ID: 688 67 Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022 68 Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 69 Consolidated Statements of Changes in Net Assets for the years ended December 31, 2023, 2022 and 2021 70 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 71 Consolidated Schedule of Investments as of December 31, 2023 72 Consolidated Schedule of Investments as of December 31, 2022 76 Notes to Consolidated Financial Statements 80 66 Table OF CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of SuRo Capital Corp. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of assets and liabilities of SuRo Capital Corp. and subsidiaries (the “Company”) including the consolidated schedule of investments as of December 31, 2023 and 2022, the related consolidated statements of operations, cash flows, and changes in net assets for each of the three years in the period ended December 31, 2023, the financial highlights (presented in Note 8) for each of the five years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations, changes in net assets and its cash flows for each of the three years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit s . We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit s in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit s to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit s included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit s also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2023 and 2022, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audit s provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Investments – Level 3 Investments in Preferred Stock, Common Stock, Debt Investments and Options As described in Note 4 to the financial statements, approximately 68% of the Company’s $248 million total investments in securities as of December 31, 2023 represents investments in level 3 preferred stock, common stock, debt investments and options issued by private companies whose fair value, as disclosed by management, is determined in good faith by the Board of Directors. Management applied significant judgment in determining the fair value of these level 3 investments, which involved the use of significant unobservable inputs with respect to the revenue and/or other multiples utilized, liquidation value, financing risk, term to expiration and discount rates. The principal considerations for our determination that performing procedures relating to the valuation of level 3 investments in preferred stock, common stock, debt investments and options is a critical audit matter are the significant judgment involved by management in determining the fair value of these level 3 investments, including the use of various valuation techniques and significant unobservable inputs, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing audit procedures and evaluating the audit evidence obtained relating to the valuation techniques and significant unobservable inputs. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements and financial highlights. Our principle audit procedures included, among others: (i) testing the completeness and accuracy of management’s valuations, including evaluating the appropriateness of management’s methodologies, evaluating the reasonableness of assumptions and significant unobservable inputs, including revenue and/or other multiples utilized, liquidation value, financing risk, term to expiration and discount rates; and (ii) the involvement of professionals with specialized skills and knowledge to assist in the assessment of the fair values for a sample of investments, including reviewing the valuation methodologies, assessing the assumptions utilized in developing the estimates, and evaluating the reasonableness of management’s conclusions in deriving the valuations. /s/ Marcum LLP San Francisco, CA March 14, 2024 We have served as the Company’s auditor since 2019. 67 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 ASSETS Investments at fair value: Non-controlled/non-affiliate investments (cost of $ 160,994,161 and $ 155,103,810 , respectively) $ 147,167,535 $ 130,901,546 Non-controlled/affiliate investments (cost of $ 32,775,940 and $ 41,140,804 , respectively) 24,931,333 12,591,162 Controlled investments (cost of $ 18,771,097 and $ 19,883,894 , respectively) 11,982,381 13,695,870 Total Portfolio Investments 184,081,249 157,188,578 Investments in U.S. Treasury bills (cost of $ 63,792,704 and $ 84,999,598 , respectively) 63,810,855 85,056,817 Total Investments (cost of $ 276,333,902 and $ 301,128,106 , respectively) 247,892,104 242,245,395 Cash 28,178,352 40,117,598 Escrow proceeds receivable 309,293 628,332 Interest and dividends receivable 132,607 138,766 Deferred financing costs 594,726 555,761 Prepaid expenses and other assets (1) 494,602 727,006 Total Assets 277,601,684 284,412,858 LIABILITIES Accounts payable and accrued expenses (1) 346,308 708,827 Dividends payable 152,523 296,170 6.00% Notes due December 30, 2026 (2) 73,745,207 73,387,159 Total Liabilities 74,244,038 74,392,156 Commitments and contingencies (Notes 7 and 10) Net Assets $ 203,357,646 $ 210,020,702 NET ASSETS Common stock, par value $ 0.01 per share ( 100,000,000 authorized; 25,445,805 and 28,429,499 issued and outstanding, respectively) $ 254,458 $ 284,295 Paid-in capital in excess of par 248,454,107 330,899,254 Accumulated net investment loss ( 4,304,111 ) ( 64,832,605 ) Accumulated net realized gain/(loss) on investments, net of distributions ( 12,348,772 ) 2,552,465 Accumulated net unrealized appreciation/(depreciation) of investments ( 28,698,036 ) ( 58,882,707 ) Net Assets $ 203,357,646 $ 210,020,702 Net Asset Value Per Share $ 7.99 $ 7.39 See accompanying notes to consolidated financial statements. (1) This balance includes a right of use asset and corresponding operating lease liability, respectively. Refer to “Note 7—Commitments and Contingencies— Operating Leases and Related Deposits ” for more detail. (2) As of December 31, 2023, the 6.00 % Notes due December 30, 2026 (the “ 6.00 % Notes due 2026”) (effective interest rate of 6.53 % ) had a face value $ 75,000,000 . As of December 31, 2022, the 6.00 % Notes due 2026 (effective interest rate of 6.53 % ) had a face value $ 75,000,000 . Refer to “Note 10—Debt Capital Activities” for a reconciliation of the carrying value to the face value. 68 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS 2023 2022 2021 Year Ended December 31, 2023 2022 2021 INVESTMENT INCOME Non-controlled/non-affiliate investments: Interest income (1) $ 795,847 $ 403,029 $ 507,772 Dividend income 211,310 541,239 470,438 Non-controlled/affiliate investments: Dividend income — — 102,632 Controlled investments: Interest income 1,331,258 1,685,000 390,000 Dividend income 500,000 — — Interest income from U.S. Treasury bills 3,758,365 826,925 — Total Investment Income 6,596,780 3,456,193 1,470,842 OPERATING EXPENSES Compensation expense 9,482,867 7,566,452 6,162,716 Directors’ fees (2) 645,548 675,716 752,442 Professional fees 2,602,894 3,395,260 2,665,689 Interest expense 4,858,049 4,845,549 693,526 Income tax expense 624,049 82,238 9,347 Other expenses 1,822,982 1,598,986 1,117,941 Total Operating Expenses 20,036,389 18,164,201 11,401,661 Net Investment Loss ( 13,439,609 ) ( 14,708,008 ) ( 9,930,819 ) Realized Gain/(Loss) on Investments: Non-controlled/non-affiliated investments ( 1,185,273 ) ( 5,835,074 ) 216,870,940 Non-controlled/affiliate investments ( 10,762,231 ) ( 70,379 ) 1,864,564 Net Realized Gain/(Loss) on Investments ( 11,947,504 ) ( 5,905,453 ) 218,735,504 Change in Unrealized Appreciation/(Depreciation) of Investments: Non-controlled/non-affiliated investments 10,349,592 ( 109,553,034 ) ( 59,057,641 ) Non-controlled/affiliate investments 20,705,035 ( 1,947,553 ) ( 2,902,517 ) Controlled investments ( 600,692 ) ( 63,005 ) 227,194 Net Change in Unrealized Appreciation/(Depreciation) of Investments 30,453,935 ( 111,563,592 ) ( 61,732,964 ) Net Change in Net Assets Resulting from Operations $ 5,066,822 $ ( 132,177,053 ) $ 147,071,721 Net Change in Net Assets Resulting from Operations per Common Share: Basic $ 0.19 $ ( 4.40 ) $ 5.69 Diluted (3) $ 0.19 $ ( 4.40 ) $ 5.52 Weighted-Average Common Shares Outstanding Basic 26,222,667 30,023,202 25,861,642 Diluted (3) 26,222,667 30,023,202 26,758,367 See accompanying notes to consolidated financial statements. (1) Includes interest income earned on idle cash. (2) Refer to “Note 11 — Stock-Based Compensation” for more detail. (3) As of December 31, 2023, 2022, and 2021, there were no potentially dilutive securities outstanding. Refer to “Note 6 — Net Change in Net Assets Resulting from Operations per Common Share — Basic and Diluted”. 69 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS 2023 2022 2021 Year Ended December 31, 2023 2022 2021 Change in Net Assets Resulting from Operations Net investment loss $ ( 13,439,609 ) $ ( 14,708,008 ) $ ( 9,930,819 ) Net realized gain/(loss) on investments ( 11,947,504 ) ( 5,905,453 ) 218,735,504 Net change in unrealized appreciation/(depreciation) of investments 30,453,935 ( 111,563,592 ) ( 61,732,964 ) Net Change in Net Assets Resulting from Operations 5,066,822 ( 132,177,053 ) 147,071,721 Distributions Dividends declared — ( 3,441,824 ) ( 212,197,025 ) Total Distributions — ( 3,441,824 ) ( 212,197,025 ) Change in Net Assets Resulting from Capital Transactions Issuance of common stock from public offering — 229,896 78,608 Stock-based compensation (1) 2,448,807 2,015,600 1,306,615 Issuance of common stock from conversion of 4.75 % Convertible Notes due 2023 — — 37,259,819 Issuance of common stock from stock dividend — — 89,743,813 Repurchases of common stock ( 14,178,685 ) ( 21,452,541 ) — Net Change in Net Assets Resulting from Capital Transactions ( 11,729,878 ) ( 19,207,045 ) 128,388,855 Total Change in Net Assets ( 6,663,056 ) ( 154,825,922 ) 63,263,551 Net Assets at Beginning of Year 210,020,702 364,846,624 301,583,073 Net Assets at End of Year $ 203,357,646 $ 210,020,702 $ 364,846,624 Capital Share Activity Shares outstanding at beginning of year 28,429,499 31,118,556 19,914,023 Issuance of common stock from public offering — 17,807 5,900 Issuance of common stock under restricted stock plan, net (1) 202,799 301,812 369,298 Issuance of common stock from conversion of 4.75 % Convertible Notes due 2023 — — 4,097,808 Issuance of common stock from stock dividend — — 6,731,527 Shares repurchased ( 3,186,493 ) ( 3,008,676 ) — Shares Outstanding at End of Year 25,445,805 28,429,499 31,118,556 See accompanying notes to consolidated financial statements. (1) Refer to “Note 11 — Stock-Based Compensation” for more detail. 70 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS 2023 2022 2021 Year Ended December 31, 2023 2022 2021 Cash Flows from Operating Activities Net change in net assets resulting from operations $ 5,066,822 $ ( 132,177,053 ) $ 147,071,721 Adjustments to reconcile net change in net assets resulting from operations to net cash provided by/(used in) operating activities: Net realized (gain)/loss on investments 11,947,504 5,905,453 ( 218,735,504 ) Net change in unrealized (appreciation)/depreciation of investments ( 30,453,935 ) 111,563,592 61,732,964 Amortization of discount on 4.75 % Convertible Senior Notes due 2023 — — 76,927 Amortization of discount on 6.00 % Notes due 2026 319,092 425,550 16,310 Stock-based compensation 2,448,807 2,015,600 1,306,615 Adjustments to escrow proceeds receivable 117,136 ( 859,121 ) 1,934,622 Accrued interest on U.S. Treasury bills 13,024 — — Forfeited interest on 4.75 % Convertible Senior Notes due 2023 — — 102,917 Purchases of investments in: Portfolio investments ( 24,485,431 ) ( 22,783,388 ) ( 81,716,039 ) U.S. Treasury bills ( 253,585,717 ) ( 184,172,673 ) — Proceeds from sales or maturity of investments in: Portfolio investments 16,008,100 9,063,919 257,427,478 U.S. Treasury bills 274,792,611 99,173,075 150,000,000 Change in operating assets and liabilities: Prepaid expenses and other assets 232,404 210,978 47,566 Interest and dividends receivable 6,159 ( 55,111 ) 83,343 Proceeds receivable — 52,493 ( 52,493 ) Escrow proceeds receivable 319,039 1,418,313 ( 1,194,183 ) Payable for securities purchased — — ( 134,250,000 ) Accounts payable and accrued expenses ( 362,519 ) ( 166,220 ) 112,735 Income tax payable — — ( 35,850 ) Accrued interest payable — ( 175,000 ) ( 278,803 ) Net Cash Provided by/(Used in) Operating Activities 2,383,096 ( 110,559,593 ) 183,650,326 Cash Flows from Financing Activities Proceeds from the issuance of common stock, net — 229,896 78,608 Proceeds from the issuance of 6.00 % Notes due 2026 — — 75,000,000 Redemption of 4.75 % Convertible Senior Notes due 2023 — — ( 290,000 ) Deferred debt issuance costs — — ( 1,970,892 ) Repurchases of common stock ( 14,178,685 ) ( 21,452,541 ) — Cash dividends paid ( 143,657 ) ( 26,535,702 ) ( 103,458,098 ) Cash paid for fractional shares — — ( 399 ) Deferred financing costs — ( 1,540 ) ( 366,191 ) Net Cash Used in Financing Activities ( 14,322,342 ) ( 47,759,887 ) ( 31,006,972 ) Total Increase/(Decrease) in Cash Balance ( 11,939,246 ) ( 158,319,480 ) 152,643,354 Cash Balance at Beginning of Year 40,117,598 198,437,078 45,793,724 Cash Balance at End of Year $ 28,178,352 $ 40,117,598 198,437,078 Supplemental Information: 2023 2022 2021 Interest paid $ 4,500,000 $ 4,662,500 794,206 Taxes paid 533,894 82,238 43,499 Conversion of 4.75 % Convertible Senior Notes due 2023 — — 37,925,000 See accompanying notes to consolidated financial statements. 71 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2023 Portfolio Investments * Headquarters/ Industry Date of Initial Investment Shares/ Principal Cost Fair Value % of Net Assets NON-CONTROLLED/NON-AFFILIATE Learneo, Inc. (f/k/a Course Hero, Inc.) Redwood City, CA Preferred shares, Series A 8% Online Education 9/18/2014 2,145,509 $ 5,000,001 $ 45,982,580 22.61 % Preferred shares, Series C 8% Online Education 11/5/2021 275,659 9,999,971 9,999,971 4.92 % Total 14,999,972 55,982,551 27.53 % ServiceTitan, Inc. Glendale, CA Common shares Contractor Management Software 6/30/2023 151,515 10,008,233 11,960,975 5.88 % Blink Health, Inc. New York, NY Preferred shares, Series A Pharmaceutical Technology 10/27/2020 238,095 5,000,423 1,692,855 0.83 % Preferred shares, Series C 10/27/2020 261,944 10,003,917 9,999,975 4.92 % Total 15,004,340 11,692,830 5.75 % Locus Robotics Corp. Wilmington, MA Preferred shares, Series F 6% Warehouse Automation 11/30/2022 232,568 10,004,286 10,675,766 5.25 % Whoop, Inc. Boston, MA Preferred shares, Series C Fitness Technology 6/30/2022 13,293,450 10,011,460 9,612,887 4.73 % Shogun Enterprises, Inc. (d/b/a Hearth) (13) Austin, TX Preferred shares, Series B-1 (13) Home Improvement Finance 2/26/2021 436,844 3,501,657 3,132,942 1.54 % Preferred shares, Series B-2 (13) 2/26/2021 301,750 3,501,661 3,132,946 1.54 % Preferred shares, Series B-3 (13) 5/2/2022 56,936 530,822 475,152 0.23 % Preferred shares, Series B-4 (13) 7/12/2023 48,267 366,606 342,517 0.17 % Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026 (13) 7/12/2023 86,076 140,060 — — % Total (13) 8,040,806 7,083,557 3.48 % FourKites, Inc. Chicago, IL Common shares Supply Chain Technology 7/7/2023 1,398,024 8,530,389 6,926,176 3.41 % Orchard Technologies, Inc. (12) New York, NY Preferred shares, Series D 8% (12) Real Estate Platform 8/9/2021 558,053 3,751,518 — — % Senior Preferred shares, Series 2 (12) 8/9/2021 58,771 587,951 — — % Senior Preferred shares, Series 1 7% (12) 1/13/2023 441,228 4,418,406 4,854,086 2.39 % Common shares (12) 8/9/2021 558,053 3,751,518 — — % Total (12) - 12,509,393 4,854,086 2.39 % True Global Ventures 4 Plus Pte Ltd ** Singapore, Singapore Limited Partner Fund Investment (8) **(8) Venture Investment Fund 8/27/2021 1 960,778 4,054,309 1.99 % Neutron Holdings, Inc. (d/b/a/ Lime) San Francisco, CA Junior Preferred shares, Series 1-D Micromobility 1/25/2019 41,237,113 10,007,322 3,485,014 1.71 % Junior Preferred Convertible Note 4% Due 5/11/2027 *** 5/11/2020 $ 506,339 506,339 506,339 0.25 % Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027 5/11/2020 2,032,967 — — — % Total 10,513,661 3,991,353 1.96 % Forge Global, Inc. ** San Francisco, CA Common shares (3) **(3) Online Marketplace Finance 7/20/2011 1,145,875 2,093,988 3,930,351 1.93 % PayJoy, Inc. San Francisco, CA Preferred shares Mobile Access Technology 7/23/2021 244,117 2,501,570 2,500,002 1.23 % Simple Agreement for Future Equity 5/25/2023 1 501,470 500,000 0.25 % Total - 3,003,040 3,000,002 1.48 % Residential Homes for Rent, LLC (d/b/a Second Avenue) Chicago, IL Preferred shares, Series A (6) (6) Real Estate Platform 12/23/2020 150,000 1,500,000 2,452,792 1.21 % Varo Money, Inc. ** San Francisco, CA Common shares ** Financial Services 8/11/2021 1,079,266 10,005,548 2,316,590 1.14 % See accompanying notes to consolidated financial statements. 72 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS - continued December 31, 2023 Portfolio Investments * Headquarters/ Industry Date of Initial Investment Shares/ Principal Cost Fair Value % of Net Assets Aventine Property Group, Inc. Chicago, IL Common shares*** *** Cannabis REIT 9/11/2019 312,500 2,580,750 1,418,723 0.70 % Xgroup Holdings Limited (d/b/a Xpoint) ** (7) Philadelphia, PA Convertible Note 6%, Due 10/17/2024 (4) **(7)(4) Geolocation Technology 8/17/2022 $ 1,000,000 1,338,976 1,325,000 0.65 % Commercial Streaming Solutions Inc. (d/b/a BettorView) (7) Las Vegas, NV Simple Agreement for Future Equity (7) Interactive Media & Services 3/26/2021 1 1,004,240 1,000,000 0.49 % Stake Trade, Inc. (d/b/a Prophet Exchange) (7) New York, NY Simple Agreement for Future Equity (7) Sports Betting 7/26/2023 1 1,002,153 1,000,000 0.49 % AltC Sponsor LLC ** (10)(14) New York, NY Common shares, Class B **(10)(14) Special Purpose Acquisition Company 7/21/2021 214,400 224,753 759,076 0.37 % Common shares, Class A **(10)(14) 7/21/2021 24,900 26,102 176,315 0.09 % Total **(10)(14) 250,855 935,391 0.46 % Skillsoft Corp. ** Nashua, NH Common shares (3) **(3) Online Education 6/8/2021 49,092 9,818,428 863,037 0.42 % Rebric, Inc. (d/b/a Compliable) (7) Denver, CO Preferred shares, Series Seed-4 (7) Gaming Licensing 10/12/2021 2,406,492 1,002,755 799,323 0.39 % EDGE Markets, Inc. (7) San Diego, CA Preferred shares, Series Seed (7) Gaming Technology 5/18/2022 456,704 501,330 500,000 0.25 % Churchill Sponsor VII LLC ** (10) New York, NY Common share units **(10) Special Purpose Acquisition Company 2/25/2021 292,100 205,820 344,097 0.17 % Warrant units **(10) 2/25/2021 277,000 94,180 18,929 0.01 % Total **(10) 300,000 363,026 0.18 % Nextdoor Holdings, Inc.** San Francisco, CA Common shares, Class B (3) **(3) Social Networking 9/27/2018 112,420 626,470 212,474 0.10 % YouBet Technology, Inc. (d/b/a FanPower) (7) New York, NY Preferred shares, Series Seed-2 (7) Digital Media Technology 8/26/2021 578,029 752,943 187,500 0.09 % Kinetiq Holdings, LLC Philadelphia, PA Common shares, Class A Social Data Platform 3/30/2012 112,374 — 28,836 0.01 % Trax Ltd. ** Singapore, Singapore Common shares ** Retail Technology 6/9/2021 55,591 2,781,148 — — % Preferred shares, Investec Series ** 6/9/2021 144,409 7,224,600 — — % Total ** 10,005,748 — — % Aspiration Partners, Inc. Marina Del Rey, CA Preferred shares, Series A Financial Services 8/11/2015 540,270 1,001,815 — — % Preferred shares, Series C-3 8/12/2019 24,912 281,190 — — % Total 1,283,005 — — % Fullbridge, Inc. Cambridge, MA Common shares Business Education 5/13/2012 517,917 6,150,506 — — % Promissory Note 1.47%, Due 11/9/2021 (4)(11) (4)(11) 3/3/2016 $ 2,270,458 2,270,858 — — % Total 8,421,364 — — % Treehouse Real Estate Investment Trust, Inc. Chicago, IL Common shares Cannabis REIT 9/11/2019 312,500 4,919,250 — — % Total Non-controlled/Non-affiliate $ 160,994,161 $ 147,167,535 72.37 % See accompanying notes to consolidated financial statements. 73 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS - continued December 31, 2023 Portfolio Investments * Headquarters/ Industry Date of Initial Investment Shares/ Principal Cost Fair Value % of Net Assets NON-CONTROLLED/AFFILIATE (1) StormWind, LLC (5) Scottsdale, AZ Preferred shares, Series D 8% (1)(5) Interactive Learning 11/26/2019 329,337 $ 257,267 $ 653,975 0.32 % Preferred shares, Series C 8% (1)(5) 1/7/2014 2,779,134 4,000,787 6,804,933 3.35 % Preferred shares, Series B 8% (1)(5) 12/16/2011 3,279,629 2,019,687 4,751,064 2.34 % Preferred shares, Series A 8% (1)(5) 2/25/2014 366,666 110,000 325,903 0.16 % Total (1)(5) 6,387,741 12,535,875 6.16 % PSQ Holdings, Inc. (d/b/a PublicSquare) ** (3)(15) West Palm Beach, FL Common shares, Class A **(1)(3)(15) E-Commerce Marketplace 4/1/2021 1,976,032 1,556,587 8,542,386 4.20 % Warrants, Strike Price $11.50, Expiration Date 7/19/2028 **(1)(3)(15) 4/1/2021 2,396,037 1,028,653 1,964,750 0.97 % Total **(1)(3)(15) 2,585,240 10,507,136 5.17 % OneValley, Inc. (f/k/a NestGSV, Inc.) San Mateo, CA Derivative Security, Expiration Date 8/23/2024 (9) (1)(9) Global Innovation Platform 8/23/2019 1 8,555,124 620,927 0.31 % Convertible Promissory Note 8% Due 8/23/2024 (4) (1)(4) 2/17/2016 $ 1,010,198 1,030,176 1,267,395 0.62 % Total (1) 9,585,300 1,888,322 0.93 % Maven Research, Inc. San Francisco, CA Preferred shares, Series C (1) Knowledge Networks 7/2/2012 318,979 2,000,447 — — % Preferred shares, Series B (1) 2/28/2012 49,505 217,206 — — % Total (1) 2,217,653 — — % Curious.com, Inc. Menlo Park, CA Common shares (1) Online Education 11/22/2013 1,135,944 12,000,006 — — % Total Non-controlled/Affiliate (1) $ 32,775,940 $ 24,931,333 12.26 % CONTROLLED (2) Architect Capital PayJoy SPV, LLC** San Francisco, CA Membership Interest in Lending SPV*** **(2)*** Mobile Finance Technology 3/24/2021 $ 10,000,000 $ 10,006,745 $ 10,000,000 4.92 % Colombier Sponsor II LLC ** (10) Palm Beach, FL Class B Units **(2)(10) Special Purpose Acquisition Company 11/20/2023 1,040,000 842,289 1,101,695 0.54 % Class W Units **(2)(10) 1,600,000 760,651 498,305 0.25 % Total **(2)(10) 1,602,940 1,600,000 0.79 % SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) Cupertino, CA Preferred shares, Class A (2) Clean Technology 4/15/2014 14,300,000 7,151,412 382,381 0.19 % Common shares (2) 4/15/2014 100,000 10,000 — — % Total (2) 7,161,412 382,381 0.19 % Total Controlled (2) $ 18,771,097 $ 11,982,381 5.89 % Total Portfolio Investments $ 212,541,198 $ 184,081,249 90.52 % U.S. Treasury (3) U.S. Treasury bill, 0%, due 3/28/2024*** (3)*** 12/29/2023 $ 35,000,000 34,547,625 34,559,949 16.99 % U.S. Treasury bill, 0%, due 6/27/2024*** (3)*** 12/29/2023 $ 30,000,000 29,245,079 29,250,906 14.38 % Total (3) 63,792,704 63,810,855 31.38 % TOTAL INVESTMENTS $ 276,333,902 $ 247,892,104 121.90 % See accompanying notes to consolidated financial statements. 74 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS - continued December 31, 2023 * All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”). Preferred dividends are generally only payable when declared and paid by the portfolio company’s board of directors. The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ”). ** Indicates assets that SuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Of the Company’s total investments as of December 31, 2023, 14.03 % of its total investments are non-qualifying assets. *** Investment is income-producing. (1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. beneficially owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e. , securities with the right to elect directors) of such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”. (2) “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”. (3) Denotes an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to “Note 4—Investments at Fair Value”. (4) As of December 31, 2023, the investments noted had been placed on non-accrual status. (5) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW Holdings, Inc. (6) SuRo Capital Corp.’s investment in preferred shares of Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc. (7) SuRo Capital Corp.’s investments in Commercial Streaming Solutions Inc. (d/b/a BettorView), YouBet Technology, Inc. (d/b/a FanPower), Rebric, Inc. (d/b/a Compliable), EDGE Markets, Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc. (d/b/a Prophet Exchange) are held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”). (8) SuRo Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SVDS Holdings, Inc. On March 31, 2023, the previously unfunded capital commitment of $ 1.3 million was deemed fully contributed in lieu of cash distributions. On March 31, 2023, the full $ 2.0 million capital commitment to True Global Ventures 4 Plus Fund LP had been called and funded. (9) On August 23, 2019, SuRo Capital Corp. amended the structure of its investment in OneValley, Inc. (f/k/a NestGSV, Inc.). As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security. OneValley, Inc. (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp. can put the shares to OneValley, Inc. (f/k/a NestGSV, Inc.) at the end of the five year period. (10) Denotes an investment that is the sponsor of a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. (11) On November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became past due. (12) On January 13, 2023, SuRo Capital Corp. invested $ 2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing round. As part of the transaction, SuRo Capital Corp. exchanged a portion of its existing Series D Preferred shares investment for Series 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares. Additionally, SuRo Capital Corp.’s previous investment in the Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred shares. (13) On July 12, 2023, SuRo Capital Corp. invested $ 0.5 million in Shogun Enterprises, Inc. (d/b/a Hearth)’s Series B-4 Preferred financing round. As part of the transaction, the previous investment in the Convertible Note was converted into Series B-3 Preferred shares. Additionally, SuRo Capital Corp. received Common Warrants as part of the transaction. (14) On July 11, 2023, AltC Acquisition Corp. announced it signed a definitive agreement to merge with Oklo, Inc. As part of the transaction, SuRo Capital Corp.’s Share units converted to 24,900 Class A Common shares and 214,400 Class B Common shares. (15) On July 19, 2023, Colombier Acquisition Corp. (“Colombier”) stockholders approved a business combination with PSQ Holdings, Inc. (d/b/a PublicSquare) and related proposals at a special meeting. Also on July 19, 2023, PSQ Holdings, Inc. announced that it had consummated the business combination with Colombier pursuant to a merger agreement between the parties, creating the resultant combined company PSQ Holdings, Inc. (d/b/a PublicSquare). SuRo Capital Corp.’s shares of PSQ Holdings, Inc. (d/b/a PublicSquare) Class A Common shares are subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc. warrants are freely tradable. 75 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2022 Portfolio Investments * Headquarters/ Industry Date of Initial Investment Shares/ Principal Cost Fair Value % of Net Assets NON-CONTROLLED/NON-AFFILIATE Learneo, Inc. (f/k/a Course Hero, Inc.) Redwood City, CA Preferred shares, Series A 8% Online Education 9/18/2014 2,145,509 $ 5,000,001 $ 40,541,403 19.30 % Preferred shares, Series C 8% Online Education 11/5/2021 275,659 9,999,971 9,999,971 4.76 % Total 14,999,972 50,541,374 24.06 % Blink Health, Inc. New York, NY Preferred shares, Series A Pharmaceutical Technology 10/27/2020 238,095 5,000,423 949,924 0.45 % Preferred shares, Series C 10/27/2020 261,944 10,003,917 9,999,974 4.76 % Total 15,004,340 10,949,898 5.21 % Orchard Technologies, Inc. New York, NY Preferred shares, Series D Real Estate Platform 8/9/2021 1,488,139 10,004,034 9,999,996 4.76 % Simple Agreement for Future Equity 9/2/2022 1 501,663 500,000 0.24 % Total 10,505,697 10,499,996 5.00 % Locus Robotics Corp. Wilmington, MA Preferred shares, Series F Warehouse Automation 11/30/2022 232,568 10,004,286 10,000,005 4.76 % Aspiration Partners, Inc. Marina Del Rey, CA Preferred shares, Series A Financial Services 8/11/2015 540,270 1,001,815 6,229,360 2.97 % Preferred shares, Series C-3 8/12/2019 24,912 281,190 312,151 0.15 % Total 1,283,005 6,541,511 3.11 % Whoop, Inc. Boston, MA Preferred shares, Series C Fitness Technology 6/30/2022 13,293,450 10,011,460 6,084,041 2.90 % Forge Global, Inc. ** San Francisco, CA Common shares (3)(14) **(3)(14) Online Marketplace Finance 7/20/2011 2,508,074 3,443,483 4,338,968 2.07 % Nextdoor Holdings, Inc. ** San Francisco, CA Common shares, Class B (3) **(3) Social Networking 9/27/2018 1,802,416 10,002,666 3,712,977 1.77 % NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) ** New Canaan, CT Common shares*** (3) **(3)*** Cannabis REIT 8/12/2019 229,758 4,678,686 3,680,723 1.75 % Shogun Enterprises, Inc. (d/b/a Hearth) Austin, TX Preferred shares, Series B-1 Home Improvement Finance 2/26/2021 436,844 3,501,657 1,403,023 0.67 % Preferred shares, Series B-2 2/26/2021 301,750 3,501,661 1,403,024 0.67 % Convertible Note 0.5%, Due 4/18/2024*** *** 5/2/2022 $ 500,000 500,000 500,000 0.24 % Total 7,503,318 3,306,047 1.57 % True Global Ventures 4 Plus Pte Ltd ** (8) Singapore, Singapore Limited Partner Fund Investment **(8) Venture Investment Fund 8/27/2021 1 — 3,063,358 1.46 % Residential Homes for Rent, LLC (d/b/a Second Avenue) Chicago, IL Preferred shares, Series A (6) (6) Real Estate Platform 12/23/2020 150,000 1,500,000 1,959,713 0.93 % Term loan 15%, Due 12/23/2023*** (11) ***(11) 12/23/2020 $ 1,000,000 1,000,000 1,000,000 0.48 % Total 2,500,000 2,959,713 1.41 % Trax Ltd.** Singapore, Singapore Common shares ** Retail Technology 6/9/2021 55,591 2,781,148 280,797 0.13 % Preferred shares, Investec Series ** 6/9/2021 144,409 7,224,600 2,647,017 1.26 % Total ** 10,005,748 2,927,814 1.39 % PayJoy, Inc. San Francisco, CA Preferred shares Mobile Access Technology 7/23/2021 244,117 2,501,570 2,500,002 1.19 % Aventine Property Group, Inc. Chicago, IL Common shares*** *** Cannabis REIT 9/11/2019 312,500 2,580,750 1,917,521 0.91 % Varo Money, Inc. ** San Francisco, CA Common shares ** Financial Services 8/11/2021 1,079,266 10,005,548 1,286,783 0.61 % See accompanying notes to consolidated financial statements. 76 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS - continued December 31, 2022 Portfolio Investments * Headquarters/ Industry Date of Initial Investment Shares/ Principal Cost Fair Value % of Net Assets Skillsoft Corp.** Nashua, NH Common shares (3) **(3) Online Education 6/8/2021 981,843 9,818,430 1,276,396 0.61 % Commercial Streaming Solutions Inc. (d/b/a BettorView) (7) Las Vegas, NV Simple Agreement for Future Equity (7) Interactive Media & Services 3/26/2021 1 1,004,240 1,000,000 0.48 % Rebric, Inc. (d/b/a Compliable) (7) Denver, CO Preferred shares, Series Seed-4 (7) Gaming Licensing 10/12/2021 2,064,409 1,002,755 1,000,000 0.48 % Xgroup Holdings Limited (d/b/a Xpoint) ** (7) Dubai, UAE Convertible Note 6%, Due 8/17/2023*** **(7)*** Geolocation Technology 8/17/2022 $ 1,000,000 1,009,093 1,000,000 0.48 % YouBet Technology, Inc. (d/b/a FanPower) (7) New York, NY Preferred shares, Series Seed-2 (7) Digital Media Technology 8/26/2021 578,029 752,943 749,998 0.36 % EDGE Markets, Inc. (7) San Diego, CA Preferred shares, Series Seed (7) Gaming Technology 5/18/2022 456,704 501,330 500,000 0.24 % Churchill Sponsor VII LLC ** (12) New York, NY Common share units **(12) Special Purpose Acquisition Company 2/25/2021 292,100 205,820 205,820 0.10 % Warrant units **(12) 2/25/2021 277,000 94,180 94,180 0.04 % Total **(12) 300,000 300,000 0.14 % AltC Sponsor LLC ** (12) New York, NY Share units **(12) Special Purpose Acquisition Company 7/21/2021 239,300 250,855 250,000 0.12 % Rent the Runway, Inc. ** New York, NY Common shares (3) **(3) Subscription Fashion Rental 6/17/2020 79,191 1,203,293 241,533 0.12 % Churchill Sponsor VI LLC ** (12) New York, NY Common share units **(12) Special Purpose Acquisition Company 2/25/2021 195,000 134,297 134,297 0.06 % Warrant units **(12) 2/25/2021 199,100 65,703 65,703 0.03 % Total **(12) 200,000 200,000 0.10 % Kahoot! ASA** Oslo, Norway Common shares (3) **(3) Education Software 12/5/2014 38,305 176,067 72,888 0.03 % Neutron Holdings, Inc. (d/b/a/ Lime) San Francisco, CA Junior Preferred shares, Series 1-D Micromobility 1/25/2019 41,237,113 10,007,322 — — % Junior Preferred Convertible Note 4% Due 5/11/2027 (4) (4) 5/11/2020 $ 506,339 506,339 — — % Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027 5/11/2020 2,032,967 — — — % Total 10,513,661 — — % Fullbridge, Inc. Cambridge, MA Common shares Business Education 5/13/2012 517,917 6,150,506 — — % Promissory Note 1.47%, Due 11/9/2021 (4)(13) (4)(13) 3/3/2016 $ 2,270,458 2,270,858 — — % Total 8,421,364 — — % Treehouse Real Estate Investment Trust, Inc. Chicago, IL Common shares Cannabis REIT 9/11/2019 312,500 4,919,250 — — % Kinetiq Holdings, LLC Philadelphia, PA Common shares, Class A Social Data Platform 3/30/2012 112,374 — — — % Total Non-controlled/Non-affiliate $ 155,103,810 $ 130,901,546 62.33 % See accompanying notes to consolidated financial statements. 77 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS - continued December 31, 2022 Portfolio Investments * Headquarters/ Industry Date of Initial Investment Shares/ Principal Cost Fair Value % of Net Assets NON-CONTROLLED/AFFILIATE (1) StormWind, LLC (5) Scottsdale, AZ Preferred shares, Series D 8% (1)(5) Interactive Learning 11/26/2019 329,337 $ 257,267 $ 533,429 0.25 % Preferred shares, Series C 8% (1)(5) 1/7/2014 2,779,134 4,000,787 5,675,081 2.70 % Preferred shares, Series B 8% (1)(5) 12/16/2011 3,279,629 2,019,687 3,550,631 1.69 % Preferred shares, Series A 8% (1)(5) 2/25/2014 366,666 110,000 191,694 0.09 % Total (1)(5) 6,387,741 9,950,835 4.74 % OneValley, Inc. (f/k/a NestGSV, Inc.) San Mateo, CA Derivative Security, Expiration Date 8/23/2024 (10) (1)(10) Global Innovation Platform 8/23/2019 1 8,555,124 652,127 0.31 % Convertible Promissory Note 8% Due 8/23/2024 (4)(10) (1)(4)(10) 2/17/2016 $ 1,010,198 1,030,176 1,988,200 0.95 % Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 (1) 12/31/2018 250,000 5,080 — — % Total (1) 9,590,380 2,640,327 1.26 % Ozy Media, Inc. Mountain View, CA Preferred shares, Series C-2 6% (1) Digital Media Platform 8/31/2016 683,482 2,414,178 — — % Preferred shares, Series B 6% (1) 10/3/2014 922,509 4,999,999 — — % Preferred shares, Series A 6% (1) 12/11/2013 1,090,909 3,000,200 — — % Preferred shares, Series Seed 6% (1) 11/2/2012 500,000 500,000 — — % Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 (1) 4/9/2018 295,565 30,647 — — % Total (1) 10,945,024 — — % Maven Research, Inc. San Francisco, CA Preferred shares, Series C (1) Knowledge Networks 7/2/2012 318,979 2,000,447 — — % Preferred shares, Series B (1) 2/28/2012 49,505 217,206 — — % Total (1) 2,217,653 — — % Curious.com, Inc. Menlo Park, CA Common shares (1) Online Education 11/22/2013 1,135,944 12,000,006 — — % Total Non-controlled/Affiliate (1) $ 41,140,804 $ 12,591,162 6.00 % CONTROLLED (2) Architect Capital PayJoy SPV, LLC ** San Francisco, CA Membership Interest in Lending SPV*** **(2)*** Mobile Finance Technology 3/24/2021 $ 10,000,000 $ 10,006,745 $ 10,000,000 4.76 % Colombier Sponsor LLC ** (12) New York, NY Class B Units (2)**(12) Special Purpose Acquisition Company 4/1/2021 1,976,033 1,556,587 1,554,355 0.74 % Class W Units (2)**(12) 4/1/2021 2,700,000 1,159,150 1,157,487 0.55 % Total (2)**(12) 2,715,737 2,711,842 1.29 % SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) Cupertino, CA Preferred shares, Class A (9) (2)(9) Clean Technology 4/15/2014 14,300,000 7,151,412 984,028 0.47 % Common shares (2) 4/15/2014 100,000 10,000 — — % Total (2) 7,161,412 984,028 0.47 % Total Controlled (2) $ 19,883,894 $ 13,695,870 6.52 % Total Portfolio Investments $ 216,128,508 $ 157,188,578 74.84 % U.S. Treasury U.S. Treasury bill, 0%, due 3/30/2023*** (3) ***(3) 12/29/2022 $ 45,492,000 45,000,118 45,026,162 21.44 % U.S. Treasury bill, 0%, due 6/29/2023*** (3) ***(3) 12/29/2022 $ 40,937,000 39,999,480 40,030,655 19.06 % Total 84,999,598 85,056,817 40.50 % TOTAL INVESTMENTS $ 301,128,106 $ 242,245,395 115.34 % See accompanying notes to consolidated financial statements. 78 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS - continued December 31, 2022 * All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”). Preferred dividends are generally only payable when declared and paid by the portfolio company’s board of directors. The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ”). ** Indicates assets that SuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Of the Company’s total investments as of December 31, 2022, 14.47 % of its total investments are non-qualifying assets. *** Investment is income-producing. (1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. beneficially owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e. , securities with the right to elect directors) of such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”. (2) “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”. (3) Denotes an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to “Note 4—Investments at Fair Value”. (4) As of December 31, 2022, the investments noted had been placed on non-accrual status. (5) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW Holdings, Inc. (6) SuRo Capital Corp.’s investments in preferred shares of Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc. (7) SuRo Capital Corp.’s investments in Commercial Streaming Solutions Inc. (d/b/a BettorView), YouBet Technology, Inc. (d/b/a FanPower), Rebric, Inc. (d/b/a Compliable), EDGE Markets, Inc., and Xgroup Holdings Limited (d/b/a Xpoint) are held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”). (8) SuRo Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SVDS Holdings, Inc. As of December 31, 2022, $ 0.7 million of a $ 2.0 million capital commitment to True Global Ventures 4 Plus Fund LP had been called and funded. (9) The SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp. do not entitle SuRo Capital Corp. to a preferred dividend. SuRo Capital Corp. does not anticipate that SPBRX, INC. will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions. (10) On August 23, 2019, SuRo Capital Corp. amended the structure of its investment in OneValley, Inc. (f/k/a NestGSV, Inc.). As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security. OneValley, Inc. (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp. can put the shares to OneValley, Inc. (f/k/a NestGSV, Inc.) at the end of the five year period. (11) During the year ended December 31, 2022, approximately $ 1.2 million has been received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15 % term loan due December 23, 2023. Of the proceeds received, approximately $ 1.0 million repaid a portion of the outstanding principal and the remaining was attributed to interest. (12) Denotes an investment that is the sponsor of a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. (13) On November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became past due. (14) On March 22, 2022, Forge Global Holdings, Inc., completed its business combination with Motive Capital Corp. As a result of the transaction, each share of Forge Global, Inc.’s capital stock outstanding prior to the business combination was exchanged at the designated exchange ratio of approximately 3.123 . In addition, each warrant of Forge Global, Inc. was exchanged into warrants exercisable into common stock based on the exchange ratio of 3.123 . The exercise price of each converted warrant was determined by dividing the exercise price of the respective Forge Global, Inc. warrants by the exchange ratio, rounded to the nearest whole cent. On and effective August 5, 2022, SuRo Capital Corp. notified Forge Global, Inc. of its intent to net exercise via cashless settlement its 230,144 common warrants in Forge Global, Inc. into 53,283 shares of Forge Global, Inc.’s public common stock, pursuant to the net exercise formula in the warrant agreement. The exercise was effectuated on September 30, 2022. 79 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 NOTE 1— NATURE OF OPERATIONS SuRo Capital Corp. (“we”, “us”, “our”, “Company” or “SuRo Capital”), formerly known as Sutter Rock Capital Corp. and as GSV Capital Corp. and formed in September 2010 as a Maryland corporation, is an internally managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s date of inception was January 6, 2011, which is the date it commenced development stage activities. The Company’s common stock is currently listed on the Nasdaq Global Select Market under the symbol “SSSS” (formerly “GSVC”). Prior to November 24, 2021, the Company’s common stock traded on the Nasdaq Capital Market under the same symbol (“SSSS”). The Company began its investment operations during the second quarter of 2011. The table below displays the Company’s subsidiaries as of December 31, 2023, which, other than GSV Capital Lending, LLC (“GCL”) and SuRo Capital Sports, LLC, are collectively referred to as the “Taxable Subsidiaries.” The Taxable Subsidiaries were formed to hold certain portfolio investments. The Taxable Subsidiaries, including their associated portfolio investments, are consolidated with the Company for accounting purposes, but have elected to be treated as separate entities for U.S. federal income tax purposes. GCL was formed to originate portfolio loan investments within the state of California and is consolidated with the Company for accounting purposes. Refer to “Note 2—Significant Accounting Policies— Basis of Consolidation ” below for further detail. SCHEDULE OF COMPANY’S SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Formation Date Percentage Owned GCL Delaware April 13, 2012 100 % SuRo Capital Sports, LLC (“SuRo Sports”) Delaware March 19, 2021 100 % Subsidiaries below are referred to collectively as the “Taxable Subsidiaries” GSVC AE Holdings, Inc. (“GAE”) Delaware November 28, 2012 100 % GSVC AV Holdings, Inc. (“GAV”) Delaware November 28, 2012 100 % GSVC SW Holdings, Inc. (“GSW”) Delaware November 28, 2012 100 % GSVC SVDS Holdings, Inc. (“SVDS”) Delaware August 13, 2013 100 % The Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity and equity-related investments, and to a lesser extent, income from debt investments. The Company invests principally in the equity securities of what it believes to be rapidly growing venture capital-backed emerging companies. The Company may invest in these portfolio companies through offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, or negotiations with selling stockholders. In addition, the Company may invest in private credit and in founders equity, founders warrants, forward purchase agreements, and private investment in public equity transactions of special purpose acquisition companies (“SPACs”). The Company may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that otherwise meet its investment criteria, subject to any applicable limitations under the 1940 Act. 80 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 NOTE 2— SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-K and Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is an investment company following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies . In the opinion of management, all adjustments, all of which were of a normal recurring nature, were considered necessary for the fair presentation of consolidated financial statements for the period have been included. Basis of Consolidation Under Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled operating company that provides substantially all of its services and benefits to the Company, and certain entities established for tax purposes where the Company holds a 100% interest. Accordingly, the Company’s Consolidated Financial Statements include its accounts and the accounts of the Taxable Subsidiaries, GCL, and SuRo Sports, its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of Consolidated Financial Statements in accordance with GAAP requires the Company’s management to make a number of significant estimates. These include estimates of the fair value of certain assets and liabilities and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of certain revenues and expenses during the reporting period. It is likely that changes in these estimates may occur in the near term. The Company’s estimates are inherently subjective in nature and actual results could differ materially from such estimates. Uncertainties and Risk Factors The Company is subject to a number of risks and uncertainties in the nature of its operations, as well as vulnerability due to certain concentrations. Refer to “Risk Factors” in Part I, Item 1A of this Form 10-K for a detailed discussion of the risks and uncertainties inherent in the nature of the Company’s operations. Refer to “Note 4—Investments at Fair Value” for an overview of the Company’s industry and geographic concentrations. Investments at Fair Value The Company applies fair value accounting in accordance with GAAP and the AICPA’s Audit and Accounting Guide for Investment Companies. The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows: Level 1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. 81 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Level 2 —Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities. Level 3 —Valuations based on unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. The majority of the Company’s investments are Level 3 investments and are subject to a high degree of judgment and uncertainty in determining fair value. When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, gains and losses for such assets and liabilities categorized within the Level 3 table set forth in “Note 4—Investments at Fair Value” may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3). A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in/out of the Level 3 category as of the beginning of the measurement period in which the reclassifications occur. Refer to “Levelling Policy” below for a detailed discussion of the levelling of the Company’s financial assets or liabilities and events that may cause a reclassification within the fair value hierarchy. Securities for which market quotations are readily available on an exchange are valued at the most recently available closing price of such security as of the valuation date, unless there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35 should be incorporated into the security’s fair value measurement as a characteristic of the security that would transfer to market participants who would buy the security. The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or dealers in order to value assets. When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined to be adequate, the Company uses the quote obtained. Securities for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology, or provides a valuation or methodology that, in the judgment of management, the Company’s Board of Directors or the valuation committee of the Company’s Board of Directors (the “Valuation Committee”), does not reliably represent fair value, shall each be valued as follows: 1. The quarterly valuation process begins with each portfolio company or investment being initially valued by the internal investment professionals responsible for the portfolio investment; 2. Preliminary valuation estimates are then documented and discussed with senior management; 3. For all investments for which there are no readily available market quotations, the Valuation Committee engages an independent third-party valuation firm to conduct independent appraisals, review management’s preliminary valuations and make its own independent assessment; 4. The Valuation Committee applies the appropriate valuation methodology to each portfolio asset in a consistent manner, considers the inputs provided by management and the independent third-party valuation firm, discusses the valuations and recommends to the Company’s Board of Directors a fair value for each investment in the portfolio; and 5. The Company’s Board of Directors then discusses the valuations recommended by the Valuation Committee and determines in good faith the fair value of each investment in the portfolio. 82 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 In making a good faith determination of the fair value of investments, the Board of Directors applies valuation methodologies consistent with industry practice. Valuation methods utilized include, but are not limited to, the following: comparisons to prices from secondary market transactions; venture capital financings; public offerings; purchase or sales transactions; analysis of financial ratios and valuation metrics of portfolio companies that issued such private equity securities to peer companies that are public; analysis of the portfolio company’s most recent financial statements, forecasts and the markets in which the portfolio company does business, and other relevant factors. The Company assigns a weighting based upon the relevance of each method to assist the Board of Directors in determining the fair value of each investment. For investments that are not publicly traded or that do not have readily available market quotations, the Valuation Committee generally engages an independent valuation firm to provide an independent valuation, which the Company’s Board of Directors considers, among other factors, in making its fair value determinations for these investments. For the current and prior fiscal year, the Valuation Committee engaged an independent valuation firm to perform valuations of 100% of the Company’s investments for which there were no readily available market quotations. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements. Equity Investments Equity investments for which market quotations are readily available in an active market are generally valued at the most recently available closing market prices and are classified as Level 1 assets. Equity investments with readily available market quotations that are subject to sales restrictions due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1. Any other equity investments with readily available market quotations that are subject to sales restrictions that would transfer to market participants who would buy the security may be valued at a discount for a lack of marketability (“DLOM”), to the most recently available closing market prices depending upon the nature of the sales restriction. These investments are generally classified as Level 2 assets. The DLOM used is generally based upon the market value of publicly traded put options with similar terms. The fair values of the Company’s equity investments for which market quotations are not readily available are determined based on various factors and are classified as Level 3 assets. To determine the fair value of a portfolio company for which market quotations are not readily available, the Board of Directors applies the appropriate respective valuation methodology for the asset class or portfolio holding, which may involve analyzing the relevant portfolio company’s most recently available historical and projected financial results, public market comparables, and other factors. The Board of Directors may also consider other events, including the transaction in which the Company acquired its securities, subsequent equity sales by the portfolio company, and mergers or acquisitions affecting the portfolio company. In addition, the Board of Directors may consider the trends of the portfolio company’s basic financial metrics from the time of its original investment until the measurement date, with material improvement of these metrics indicating a possible increase in fair value, while material deterioration of these metrics may indicate a possible reduction in fair value. In determining the fair value of equity or equity-linked securities (including simple agreement for future equity (“SAFE”) notes and warrants to purchase common or preferred stock) in a portfolio company, the Board of Directors considers the rights, preferences and limitations of such securities. In cases where a portfolio company’s capital structure includes multiple classes of preferred and common stock and equity-linked securities with different rights and preferences, the Board of Directors may use an option pricing model to allocate value to each equity-linked security, unless it believes a liquidity event such as an acquisition or a dissolution is imminent, or the portfolio company is unlikely to continue as a going concern. When equity-linked securities expire worthless, any cost associated with these positions is recognized as a realized loss on investments in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows. In the event these securities are exercised into common or preferred stock, the cost associated with these securities is reassigned to the cost basis of the new common or preferred stock. These conversions are noted as non-cash operating items on the Consolidated Statements of Cash Flows. 83 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Debt Investments Given the nature of the Company’s current debt investments (excluding U.S. Treasuries), principally convertible and promissory notes issued by venture capital-backed portfolio companies, these investments are classified as Level 3 assets because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. The Company’s debt investments are valued at estimated fair value as determined in good faith by the Company’s Board of Directors. Options The Company’s Board of Directors determines the fair value of options based on methodologies that can include discounted cash flow analyses, option pricing models, comparable analyses and other techniques as deemed appropriate. These investments are classified as Level 3 assets because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. The Company’s options are valued at estimated fair value as determined in good faith by the Company’s Board of Directors. Special Purpose Acquisition Companies The Company’s Board of Directors measures its SPAC sponsor investments at fair value, which is equivalent to cost until a SPAC transaction is announced. After a SPAC transaction is announced, the Company’s Board of Directors will determine the fair value of SPAC investments based on fair value analyses that can include option pricing models, probability-weighted expected return method analyses and other techniques as deemed appropriate. Upon completion of the SPAC transaction, the Board of Directors utilizes the public share price of the entity, less a DLOM if there are restrictions on selling. The Company’s SPAC investments are valued at estimated fair value as determined in good faith by the Company’s Board of Directors. Venture Investment Funds In valuing the Company’s investments in venture investment funds (“Venture Investment Funds”), the Company applies the practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value (“NAV”) per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Portfolio Company Investment Classification The Company is a non-diversified company within the meaning of the 1940 Act. The Company classifies its investments by level of control. As defined in the 1940 Act, control investments are those where the investor retains the power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual directly or indirectly owns beneficially more than 25% of the voting securities of an investee company. Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to exist when a company or individual directly or indirectly owns, controls or holds the power to vote 5% or more of the outstanding voting securities of a portfolio company. Refer to the Consolidated Schedules of Investments as of December 31, 2023 and December 31, 2022 for details regarding the nature and composition of the Company’s investment portfolio. 84 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Levelling Policy The portfolio companies in which the Company invests may offer their shares in IPOs. The Company’s shares in such portfolio companies are typically subject to lock-up agreements for 180 days following the IPO. Upon the IPO date, the Company transfers its investment from Level 3 to Level 1 due to the presence of an active market, or Level 2 if limited by the lock-up agreement. The Company prices the investment at the closing price on a public exchange as of the measurement date. In situations where there are lock-up restrictions, as well as legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35 should be incorporated into the security’s fair value measurement as a characteristic of the security that would transfer to market participants who would buy the security, the Company will classify the investment as Level 2 subject to an appropriate DLOM to reflect the restrictions upon sale. The Company transfers investments between levels based on the fair value at the beginning of the measurement period in accordance with FASB ASC 820. For investments transferred out of Level 3 due to an IPO, the Company transfers these investments based on their fair value at the IPO date. Securities Transactions Securities transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company ( i.e. , trade date). Securities transactions outside conventional channels, such as private transactions, are recorded as of the date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligation to pay for securities purchased or to deliver securities sold, respectively. Valuation of Other Financial Instruments The carrying amounts of the Company’s other, non-investment financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses, approximate fair value due to their short-term nature. Cash The Company custodies its cash with Western Alliance Trust Company, N.A., and may place cash in demand deposit accounts with other high-quality financial institutions. The cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Company believes the risk of loss associated with any uninsured balance is remote. Escrow Proceeds Receivable A portion of the proceeds from the sale of portfolio investments are held in escrow as a recourse for indemnity claims that may arise under the sale agreement or other related transaction contingencies. Amounts held in escrow are held at estimated realizable value and included in net realized gains (losses) on investments in the Consolidated Statements of Operations for the period in which they occurred and are adjusted as needed. Any remaining escrow proceeds balances from these transactions reasonably expected to be received are reflected on the Consolidated Statement of Assets and Liabilities as escrow proceeds receivable. Escrow proceeds receivable resulting from contingent consideration are to be recognized when the amount of the contingent consideration becomes realized or realizable. As of December 31, 2023 and December 31, 2022, the Company had $ 309,293 and $ 628,332 , respectively, in escrow proceeds receivable. Deferred Financing Costs The Company records origination costs related to lines of credit as deferred financing costs. These costs are deferred and amortized as part of interest expense using the straight-line method over the respective life of the line of credit. For modifications to a line of credit, any unamortized origination costs are expensed. Included within deferred financing costs are offering costs incurred relating to the Company’s shelf registration statement on Form N-2. The Company defers these offering costs until capital is raised pursuant to the shelf registration statement or until the shelf registration statement expires. For equity capital raised, the offering costs reduce paid-in capital resulting from the offering. For debt capital raised, the associated offering costs are amortized over the life of the debt instrument. As of December 31, 2023 and December 31, 2022, the Company had deferred financing costs of $ 594,726 and $ 555,761 , respectively, on the Consolidated Statement of Assets and Liabilities. 85 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Operating Leases & Related Deposits The Company accounts for its operating leases as prescribed by ASC 842, Leases , which requires lessees to recognize a right-of-use asset on the balance sheet, representing its right to use the underlying asset for the lease term, and a corresponding lease liability for all leases with terms greater than 12 months. The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the lease. Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease cost. On June 3, 2019, the Company entered a 5 -year operating lease for office space for which the Company has recorded a right-of-use asset and a corresponding lease liability for the operating lease obligation. These amounts have been discounted using the rate implicit in the lease. Refer to “Note 7—Commitments and Contingencies— Operating Leases and Related Deposits ” for further detail. Stock-based Compensation Using the fair value recognition provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period. Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options and the expected volatility of the Company’s stock price. Differences between actual results and these estimates could have a material effect on the Company’s financial results. Forfeitures are accounted for as they occur. Refer to “Note 11—Stock-Based Compensation” for further detail. Revenue Recognition The Company recognizes gains or losses on the sale of investments using the specific identification method. The Company recognizes interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. The Company recognizes dividend income on the ex-dividend date. Investment Transaction Costs and Escrow Deposits Commissions and other costs associated with an investment transaction, including legal expenses not reimbursed by the portfolio company, are included in the cost basis of purchases and deducted from the proceeds of sales. The Company makes certain acquisitions on secondary markets, which may involve making deposits to escrow accounts until certain conditions are met, including the underlying private company’s right of first refusal. If the underlying private company does not exercise or assign its right of first refusal and all other conditions are met, then the funds in the escrow account are delivered to the seller and the account is closed. Such transactions would be reflected on the Consolidated Statement of Assets and Liabilities as escrow deposits. As of December 31, 2023 and December 31, 2022, the Company had no escrow deposits. Unrealized Appreciation or Depreciation of Investments Unrealized appreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment. U.S. Federal and State Income Taxes The Company elected to be treated as a RIC under Subchapter M of the Code, beginning with its taxable year ended December 31, 2014, has qualified to be treated as a RIC for subsequent taxable years and intends to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders at least the sum of 90% of its investment company taxable income (“ICTI”), including payment-in-kind interest income, as defined by the Code, and 90% of its net tax-exempt interest income (which is the excess of its gross tax-exempt interest income over certain disallowed deductions) for each taxable year (the “Annual Distribution Requirement”). Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward into the next tax year ICTI in excess of current year dividend distributions. Any such carryforward ICTI must be distributed on or before December 31 of the subsequent tax year to which it was carried forward. 86 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 If the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year a sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Excise Tax Avoidance Requirement”), it generally will be required to pay an excise tax equal to 4% of the amount by which the Excise Tax Avoidance Requirement exceeds the distributions for the year. To the extent that the Company determines that its estimated current year annual taxable income will exceed estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income. So long as the Company qualifies and maintains its tax treatment as a RIC, it generally will not be subject to U.S. federal and state income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company. Included in the Company’s consolidated financial statements, the Taxable Subsidiaries are taxable subsidiaries, regardless of whether the Company is a RIC. These Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in the Company’s Consolidated Financial Statements. If it is not treated as a RIC, the Company will be taxed as a regular corporation (a “C Corporation”) under Subchapter C of the Code for such taxable year. If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to tax on all of its taxable income (including its net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions. Distributions, including distributions of net long-term capital gain, would generally be taxable to its stockholders as ordinary dividend income to the extent of the Company’s current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to such dividend; non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of the Company’s current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any remaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first year that it intends to requalify for tax treatment as a RIC. If the Company fails to requalify for tax treatment as a RIC for a period greater than two taxable years, it may be subject to regular corporate tax on any net built-in gains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next five years. Refer to “Note 9—Income Taxes” for further details. Per Share Information Net change in net assets resulting from operations per basic common share is computed using the weighted-average number of shares outstanding for the period presented. Diluted net change in net assets resulting from operations per common share is computed by dividing net increase/(decrease) in net assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially dilutive securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period. The Company used the if-converted method in accordance with FASB ASC 260 , Earnings Per Share (“ASC 260”) to determine the number of potentially dilutive shares outstanding. Refer to “Note 6—Net Increase in Net Assets Resulting from Operations per Common Share—Basic and Diluted” for further detail. 87 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Recently Issued Accounting Standards In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” This change prohibits entities from taking into account contractual restrictions on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions. The standard is effective for annual periods beginning after December 15, 2023, and should be applied prospectively. Early adoption is permitted. The adoption of ASU 2022-03 is not expected to have a material impact on the Company’s future financial statements. In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this update require more disaggregated information on income taxes paid. The standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted; however, the Company has not elected to adopt this provision as of the date of the financial statements contained in this Annual Report on Form 10-K. The Company is still assessing the impact of the new guidance. However, it does not expect ASU 2023-09 to have a material impact on the Consolidated Financial Statements and the notes thereto. From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption. NOTE 3— RELATED-PARTY ARRANGEMENTS The Company’s executive officers and directors serve or may serve as officers, directors, or managers of entities that operate in a line of business similar to the Company’s, including new entities that may be formed in the future. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of the Company or the Company’s stockholders. The 1940 Act prohibits the Company from participating in certain negotiated co-investments with certain affiliates unless it receives an order from the SEC permitting it to do so. As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactions with certain of its affiliates without the prior approval of the Board of Directors, including its independent directors, and, in some cases, the SEC. The affiliates with which the Company may be prohibited from transacting include its officers, directors, and employees and any person controlling or under common control with the Company, subject to certain exceptions. In the ordinary course of business, the Company may enter into transactions with portfolio companies that may be considered related-party transactions. To ensure that the Company does not engage in any prohibited transactions with any persons affiliated with the Company, the Company has implemented certain written policies and procedures whereby the Company’s executive officers screen each of the Company’s transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlled by the Company, and the Company’s executive officers and directors. The Company’s investment in Churchill Sponsor VI LLC, the sponsor of Churchill Capital Corp. VI, a SPAC, constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark D. Klein, the Company’s Chairman, Chief Executive Officer and President, has a non-controlling interest in the entity that controlled Churchill Sponsor VI LLC, and was a non-controlling member of the board of directors of Churchill Capital Corp. VI. In addition, Mr. Klein’s brother, Michael Klein, was a control person of such Churchill entities. On November 17, 2023, Churchill Capital Corp. VI announced that it would not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation, as amended, and the Company realized a loss on the entirety of its Churchill Sponsor VI LLC common share units and warrant units in the amount of $ 200,000 . The Company’s investment in Churchill Sponsor VII LLC, the sponsor of Churchill Capital Corp. VII, a SPAC, constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark D. Klein, the Company’s Chairman, Chief Executive Officer and President, has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling member of the board of directors of Churchill Capital Corp. VII. In addition, Mr. Klein’s brother, Michael Klein, is a control person of such Churchill entities. As of December 31, 2023, the fair value of the Company’s investment in Churchill Sponsor VII LLC was $ 363,026 . The Company’s investment in Skillsoft Corp. (f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mr. Klein has a non-controlling interest in the entity that controlled Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp. II, a SPAC, and was a non-controlling member of the board of directors of Churchill Capital Corp. II, through which the Company executed a private investment in public equity transaction in order to acquire common shares of Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II. In addition, Mr. Klein’s brother, Michael Klein, was a control person of such Churchill entities. As of December 31, 2023, the fair value of the Company’s investment in Skillsoft Corp. was $ 863,037 . The Company’s initial investment in Shogun Enterprises, Inc. (d/b/a Hearth) on February 26, 2021 constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Keri Findley, a former senior managing director of the Company until her departure on March 9, 2022, was at the time of investment a non-controlling member of the board of directors of Shogun Enterprises, Inc., and held a minority equity interest in such portfolio company. The Company’s investment in Architect Capital PayJoy SPV, LLC also constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Ms. Findley, at the time of investment, was a non-controlling member of the board of directors of the investment manager to Architect Capital PayJoy SPV, LLC, and held a minority equity interest in such investment manager. As of December 31, 2023, the fair values of the Company’s remote-affiliate investments in Shogun Enterprises, Inc. (d/b/a Hearth) and Architect Capital PayJoy SPV, LLC were $ 7,083,557 and $ 10,000,000 , respectively. 88 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 In addition, Ms. Findley and Claire Councill, a former investment professional of the Company until her departure on April 15, 2022, were non-controlling members of the board of directors of Colombier Acquisition Corp., a SPAC, which was sponsored by Colombier Sponsor LLC, one of the Company’s portfolio companies until its dissolution upon completion of Colombier Acquisition Corp.’s business combination into PSQ Holdings, Inc. (d/b/a PublicSquare). The Company’s investment in AltC Sponsor LLC, the sponsor of AltC Acquisition Corp, a SPAC, constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mr. Klein has a non-controlling interest in one of the entities that controls AltC Sponsor LLC, and Allison Green, the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary, is a non-controlling member of the board of directors of AltC Acquisition Corp. As of December 31, 2023, the fair values of the Company’s aggregate investments in each of PSQ Holdings, Inc. (d/b/a PublicSquare) and AltC Sponsor LLC were $ 10,507,136 and $ 935,391 , respectively. NOTE 4— INVESTMENTS AT FAIR VALUE Investment Portfolio Composition The Company’s investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and options to purchase common and preferred stock) and to a lesser extent, debt securities, issued by private and publicly traded companies. The Company may also, from time to time, invest in U.S. Treasury securities. Non-portfolio investments represent investments in U.S. Treasury securities. As of December 31, 2023, the Company had 63 positions in 38 portfolio companies. As of December 31, 2022, the Company had 64 positions in 39 portfolio companies. The following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of December 31, 2023 and December 31, 2022: SCHEDULE OF COMPOSITION OF INVESTMENT PORTFOLIO December 31, 2023 December 31, 2022 Cost Fair Value Percentage of Net Assets Cost Fair Value Percentage of Net Assets Private Portfolio Companies Preferred Stock $ 107,209,010 $ 122,744,564 60.4 % $ 118,472,118 $ 117,214,465 55.8 % Common Stock 73,003,835 39,086,792 19.2 % 50,601,512 18,692,931 8.9 % Debt Investments 5,146,349 3,098,734 1.5 % 6,316,466 4,488,200 2.1 % Options 12,057,878 3,638,161 1.8 % 11,415,787 3,469,497 1.7 % Total Private Portfolio Companies 197,417,072 168,568,251 82.9 % 186,805,883 143,865,093 68.5 % Publicly Traded Portfolio Companies Common Stock 14,095,473 13,548,248 6.7 % 29,322,625 13,323,485 6.3 % Options 1,028,653 1,964,750 1.0 % — — — % Total Publicly Traded Portfolio Companies 15,124,126 15,512,998 7.7 % 29,322,625 13,323,485 6.3 % Total Portfolio Investments 212,541,198 184,081,249 90.6 % 216,128,508 157,188,578 74.8 % Non-Portfolio Investments U.S. Treasury Bills 63,792,704 63,810,855 31.4 % 84,999,598 85,056,817 40.5 % Total Investments $ 276,333,902 $ 247,892,104 121.9 % $ 301,128,106 $ 242,245,395 115.3 % 89 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 The geographic and industrial compositions of the Company’s portfolio at fair value as of December 31, 2023 and December 31, 2022 were as follows: As of December 31, 2023 As of December 31, 2022 Fair Value Percentage of Portfolio Percentage of Net Assets Fair Value Percentage of Portfolio Percentage of Net Assets Geographic Region West $ 108,500,197 58.9 % 53.4 % $ 94,996,805 60.4 % 45.1 % Northeast 41,538,359 22.6 % 20.4 % 46,944,432 29.9 % 22.4 % Southeast 12,107,136 6.6 % 6.0 % — — % — % Midwest 17,881,248 9.7 % 8.8 % 8,183,281 5.2 % 3.9 % International 4,054,309 2.2 % 2.0 % 7,064,060 4.5 % 3.4 % Total $ 184,081,249 100.0 % 90.6 % $ 157,188,578 100.0 % 74.8 % As of December 31, 2023 As of December 31, 2022 Fair Value Percentage of Portfolio Percentage of Net Assets Fair Value Percentage of Portfolio Percentage of Net Assets Industry Education Technology $ 69,381,463 37.7 % 34.2 % $ 61,841,493 39.4 % 29.4 % Marketplaces 36,386,519 19.8 % 17.9 % 27,291,467 17.4 % 13.0 % Financial Technology 32,201,947 17.5 % 15.8 % 38,096,753 24.2 % 18.1 % Big Data/Cloud 31,687,240 17.2 % 15.6 % 14,927,819 9.5 % 7.1 % Social/Mobile 14,041,699 7.6 % 6.9 % 14,047,018 8.9 % 6.7 % Sustainability 382,381 0.2 % 0.2 % 984,028 0.6 % 0.5 % Total $ 184,081,249 100.0 % 90.6 % $ 157,188,578 100.0 % 74.8 % 90 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 The table below details the composition of the Company’s industrial themes presented in the preceding tables: Industry Theme Industry Education Technology Business Education Education Software Interactive Learning Online Education Big Data/Cloud Contractor Management Software Gaming Licensing Geolocation Technology Retail Technology Supply Chain Technology Warehouse Automation Marketplaces E-Commerce Marketplace Global Innovation Platform Knowledge Networks Micromobility Pharmaceutical Technology Real Estate Platform Sports Betting Subscription Fashion Rental Financial Technology Cannabis REIT Financial Services Gaming Technology Home Improvement Finance Mobile Finance Technology Online Marketplace Finance Special Purpose Acquisition Company Venture Investment Fund Social/Mobile Digital Media Platform Digital Media Technology Fitness Technology Interactive Media & Services Mobile Access Technology Social Data Platform Social Networking Sustainability Clean Technology 91 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Investment Valuation Inputs The fair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the valuation as of December 31, 2023 and December 31, 2022 are as follows: SCHEDULE OF FAIR VALUE OF INVESTMENT VALUATION INPUTS As of December 31, 2023 Quoted Prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Investments at Fair Value Private Portfolio Companies Preferred Stock $ — $ — $ 122,744,564 $ 122,744,564 Common Stock — — 39,086,792 39,086,792 Debt Investments — — 3,098,734 3,098,734 Options — — 3,638,161 3,638,161 Private Portfolio Companies — — 168,568,251 168,568,251 Publicly Traded Portfolio Companies Common Stock 5,005,862 8,542,386 — 13,548,248 Options 1,964,750 — — 1,964,750 Publicly Traded Portfolio Companies 6,970,612 8,542,386 — 15,512,998 Total Portfolio Investments 6,970,612 8,542,386 168,568,251 184,081,249 Non-Portfolio Investments U.S. Treasury bills 63,810,855 — — 63,810,855 Total Investments at Fair Value $ 70,781,467 $ 8,542,386 $ 168,568,251 $ 247,892,104 As of December 31, 2022 Quoted Prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Investments at Fair Value Private Portfolio Companies Preferred Stock $ — $ — $ 117,214,465 $ 117,214,465 Common Stock — — 18,692,931 18,692,931 Debt Investments — — 4,488,200 4,488,200 Options — — 3,469,497 3,469,497 Private Portfolio Companies — — 143,865,093 143,865,093 Publicly Traded Portfolio Companies Common Stock 13,298,992 24,493 — 13,323,485 Non-Portfolio Investments U.S. Treasury bills 85,056,817 — — 85,056,817 Total Investments at Fair Value $ 98,355,809 $ 24,493 $ 143,865,093 $ 242,245,395 92 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Significant Unobservable Inputs for Level 3 Assets and Liabilities In accordance with FASB ASC 820, Fair Value Measurement , the tables below provide quantitative information about the fair value measurements of the Company’s Level 3 assets as of December 31, 2023 and December 31, 2022. In addition to the techniques and inputs noted in the tables below, according to the Company’s valuation policy, the Board of Directors may also use other valuation techniques and methodologies when determining the fair value measurements of the Company’s assets. The tables below are not intended to be all-inclusive, but rather provide information on the significant Level 3 inputs as they relate to the fair value measurements of the Company’s assets. To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’s Level 3 fair value measurements as of December 31, 2023 and December 31, 2022. Significant changes in the inputs in isolation would result in a significant change in the fair value measurement, depending on the input and the materiality of the investment. Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail. SCHEDULE OF FAIR VALUE OF ASSETS ON UNOBSERVABLE INPUT As of December 31, 2023 Asset Fair Value Valuation Approach/ Technique (1) Unobservable Inputs (2) Range (Weighted Average) (3) Common stock in private companies $ 39,086,792 Market approach Revenue multiples 0.15 x - 11.13 x ( 9.29 x) PWERM (5) DLOM 15.0 % - 25.0 % ( 18.5 % ) AFFO (4) multiple 10.79 x Discount Rate 15.0 % Preferred stock in private companies $ 122,744,564 Market approach Revenue multiples 0.15 x - 11.41 x ( 2.73 x) PWERM (5) Discount rate 15 % Debt investments $ 3,098,734 Market approach Revenue multiples 1.21 x - 1.66 x ( 1.56 x) PWERM (5) DLOM 15.0 % Options $ 3,638,161 PWERM (5) Term to expiration (Years) 0.65 - 5.63 ( 0.79 ) Volatility 70 % Discount Rate 15.0 % DLOM 15% - 18% ( 16.0 % ) (1) As of December 31, 2023, the Board of Directors used a hybrid market and income approach to value certain common and preferred stock investments, as the Board of Directors felt this approach better reflected the fair value of these investments. In considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of measurement to the next; however, the weighting of each in determining the final fair value of a Level 3 investment may change based on recent events or transactions. The hybrid approach may also consider certain risk weightings to account for the uncertainty of future events. Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail. (2) The Board of Directors considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments. Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change. Increases/(decreases) in revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values, all else equal. Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair values, all else equal. The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Board of Directors carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers. Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail. (3) The weighted averages are calculated based on the fair market value of each investment. (4) Adjusted Funds From Operations, or “AFFO”. (5) Probability-Weighted Expected Return Method, or “PWERM”. 93 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 As of December 31, 2022 Asset Fair Value Valuation Approach/ Technique (1) Unobservable Inputs (2) Range (Weighted Average) (3) Common stock in private companies $ 18,692,931 Market approach Revenue multiples 1.06 x - 4.42 x ( 1.74 x) Liquidation Value N/A PWERM (5) AFFO (4) multiple 8.62 x - 12.62 x ( 10.94 x) Market approach Revenue multiples 0.47 x - 5.45 x ( 2.38 x) Liquidation Value N/A Preferred stock in private companies $ 117,214,465 Discounted cash flow Discount rate 15.0 % ( 15.0 %) PWERM (5) Revenue multiples 1.17 x - 1.26 x DLOM 10.0 % ( 10.0 %) Financing Risk 10.0 % ( 10.0 %) Debt investments $ 4,488,200 Market approach Revenue multiples 0.47 x - 5.45 x ( 3.6 x) Options $ 3,469,497 Option pricing model Term to expiration (Years) 1.00 x - 5.29 x ( 1.65 x) Discounted cash flow Discount Rate 15.0 % ( 15.0 %) (1) As of December 31, 2022, the Board of Directors used a hybrid market and income approach to value certain common and preferred stock investments, as the Board of Directors felt this approach better reflected the fair value of these investments. In considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of measurement to the next; however, the weighting of each in determining the final fair value of a Level 3 investment may change based on recent events or transactions. The hybrid approach may also consider certain risk weightings to account for the uncertainty of future events. Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail. (2) The Board of Directors considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments. Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change. Increases/(decreases) in revenue multiples, EBIT multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values, all else equal. Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair values, all else equal. The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Board of Directors carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent purchases made by the Company, and tender offers. Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail. (3) The weighted averages are calculated based on the fair market value of each investment. (4) Adjusted Funds From Operations, or “AFFO”. (5) Probability-Weighted Expected Return Method, or “PWERM”. 94 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 The aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2023 as follows: SCHEDULE OF AGGREGATE VALUE OF ASSETS AND LIABILITIES Year Ended December 31, 2023 Common Stock Preferred Stock Debt Investments Options Total Assets: Fair Value as of December 31, 2022 $ 18,692,931 $ 117,214,465 $ 4,488,200 $ 3,469,497 $ 143,865,093 Transfers out of Level 3 ( 1,554,355 ) — — ( 1,157,487 ) ( 2,711,842 ) Purchases, capitalized fees and interest 19,380,910 2,510,363 329,883 2,264,274 24,485,430 Sales/Maturity of investments ( 369,222 ) — ( 1,000,000 ) ( 5,080 ) ( 1,374,302 ) Exercises and conversions (1) 3,751,518 ( 2,859,095 ) ( 500,000 ) ( 361,603 ) 30,820 Realized gains/(losses) 1,195,703 ( 10,914,376 ) — ( 96,350 ) ( 9,815,023 ) Net change in unrealized appreciation/(depreciation) included in earnings ( 2,010,693 ) 16,793,207 ( 219,349 ) ( 475,090 ) 14,088,075 Transfers out of Level 3 (1) Fair Value as of December 31, 2023 $ 39,086,792 $ 122,744,564 $ 3,098,734 $ 3,638,161 $ 168,568,251 Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2023 $ ( 2,010,694 ) $ 5,878,830 $ ( 219,349 ) $ ( 512,480 ) $ 3,136,307 (1) During the year ended December 31, 2023, the Company’s portfolio investments had the following corporate actions which are reflected above: Portfolio Company Conversion from Conversion to Orchard Technologies, Inc. Preferred shares, Series D Simple Agreement for Future Equity Senior Preferred shares, Series 1 Senior Preferred shares, Series 2 Common Shares, Class A Shogun Enterprises, Inc. (d/b/a Hearth) Convertible Note 0.5 % Preferred Shares, Series B-3 Colombier Sponsor LLC Class B Units Class W Units PSQ Holdings, Inc. (d/b/a PublicSquare) - Common shares, Class A (Level 2) PSQ Holdings, Inc. (d/b/a PublicSquare) Warrants (Level 1) AltC Sponsor LLC Share units Common shares, Class A Common shares, Class B The aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2022 as follows: Year Ended December 31, 2022 Common Stock Preferred Stock Debt Investments Options Total Assets: Fair Value as of December 31, 2021 $ 42,860,156 $ 163,801,798 $ 3,011,438 $ 4,959,112 $ 214,632,504 Fair value beginning balance $ 42,860,156 $ 163,801,798 $ 3,011,438 $ 4,959,112 $ 214,632,504 Transfers out of Level 3 (1) ( 6,918,251 ) ( 1,775,506 ) — ( 48,639 ) ( 8,742,396 ) Purchases, capitalized fees and interest — 20,767,788 1,509,093 503,183 22,780,064 Sales/Maturity of investments ( 874,470 ) — ( 1,000,000 ) — ( 1,874,470 ) Realized gains/(losses) 160,965 — — ( 70,379 ) 90,586 Net change in unrealized appreciation/(depreciation) included in earnings ( 16,535,469 ) ( 65,579,615 ) 967,669 ( 1,873,780 ) ( 83,021,195 ) Fair Value as of December 31, 2022 $ 18,692,931 $ 117,214,465 $ 4,488,200 $ 3,469,497 $ 143,865,093 Fair value ending balance $ 18,692,931 $ 117,214,465 $ 4,488,200 $ 3,469,497 $ 143,865,093 Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2022 $ ( 7,023,165 ) $ ( 63,138,372 ) $ 967,669 $ ( 1,624,324 ) $ ( 70,818,192 ) (1) During the year ended December 31, 2022, the Company’s portfolio investments had the following corporate actions which are reflected above: Portfolio Company Conversion from Conversion to Forge Global, Inc. Common Shares, Class AA Junior Preferred Shares Junior Preferred Warrants, Strike Price $ 12.42 , Expiration Date 11/9/2025 Public Common shares (Level 2) Common warrants, Strike Price $ 3.98 , Expiration Date 11/9/2025 (Level 2) 95 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Schedule of Investments In, and Advances to, Affiliates Transactions during the year ended December 31, 2023 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows: SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES Type/Industry/Portfolio Company/Investment Principal/ Quantity Interest, Fees, or Dividends Credited in Income Fair Value at December 31, 2022 Transfer In/ (Out) Purchases, Capitalized Fees, Interest and Amortization Sales Realized Gains/(Losses) Unrealized Gains/(Losses) Fair Value at December 31, 2023 Percentage of Net Assets CONTROLLED INVESTMENTS * (2) Options Special Purpose Acquisition Company Colombier Sponsor II LLC**–Class W Units 1,600,000 $ — $ — $ — $ 760,651 $ — $ ( 262,347 ) $ 498,305 0.25 % Colombier Sponsor LLC** (6) –Class W Units — — 1,157,487 ( 1,159,150 ) — — 1,663 — — % Total Options — 1,157,487 ( 1,159,150 ) 760,651 — — ( 260,684 ) 498,304 0.25 % Preferred Stock Clean Technology SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A 14,300,000 500,000 984,028 — — — — ( 601,647 ) 382,381 0.19 % Total Preferred Stock 500,000 984,028 — — — — ( 601,647 ) 382,381 0.19 % Common Stock Clean Technology SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares 100,000 — — — — — — — — — % Mobile Finance Technology Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV*** $ 10,000,000 1,331,258 10,000,000 — — — — — 10,000,000 4.92 % Special Purpose Acquisition Company Colombier Sponsor II LLC**–Class B Units 1,040,000 — — 842,289 259,406 1,101,695 0.54 % Colombier Sponsor LLC** (6) –Class B Units — — 1,554,355 ( 1,556,587 ) — 2,232 — — % Total Common Stock 1,331,258 11,554,355 ( 1,556,587 ) 842,289 — — 261,638 11,101,695 5.46 % 96 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Type/Industry/Portfolio Company/Investment Principal/ Quantity Interest, Fees, or Dividends Credited in Income Fair Value at December 31, 2022 Transfer In/ (Out) Purchases, Capitalized Fees, Interest and Amortization Sales Realized Gains/(Losses) Unrealized Gains/(Losses) Fair Value at December 31, 2023 Percentage of Net Assets TOTAL CONTROLLED INVESTMENTS* (2) *(2) $ 1,831,258 $ 13,695,870 $ ( 2,715,737 ) $ 1,602,940 $ — $ — $ ( 600,693 ) $ 11,982,380 5.89 % NON-CONTROLLED/AFFILIATE INVESTMENTS * (1) Debt Investments Global Innovation Platform OneValley, Inc. (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8 %, Due 8/23/2024 (3) $ 1,010,198 $ — $ 1,988,200 $ — $ — $ — $ — $ ( 720,805 ) $ 1,267,395 0.62 % Total Debt Investments — 1,988,200 — — — — ( 720,805 ) 1,267,395 0.62 % Preferred Stock Knowledge Networks Maven Research, Inc.–Preferred shares, Series C 318,979 — — — — — — — — — % Maven Research, Inc.–Preferred shares, Series B 49,505 — — — — — — — — — % Total Knowledge Networks — — — — — — — — — % Digital Media Platform Ozy Media, Inc. (7) – Preferred shares, Series C-2 6% — — — — — ( 2,414,178 ) 2,414,178 — — % Ozy Media, Inc. (7) – Preferred shares, Series B 6% — — — — — — ( 4,999,999 ) 4,999,999 — — % Ozy Media, Inc. (7) – Preferred shares, Series A 6% — — — — — — ( 3,000,200 ) 3,000,200 — — % Ozy Media, Inc. (7) – Preferred shares, Series Seed 6% (7) — — — — — — ( 500,000 ) 500,000 — — % Total Digital Media Platform — — — — — ( 10,914,377 ) 10,914,377 — — % Interactive Learning StormWind, LLC (4) – Preferred shares, Series D 8% 329,337 — 533,429 — — — 120,546 653,975 0.32 % StormWind, LLC (4) – Preferred shares, Series C 8% 2,779,134 — 5,675,081 — — — — 1,129,852 6,804,933 3.35 % StormWind, LLC (4) – Preferred shares, Series B 8% 3,279,629 — 3,550,631 — — — — 1,200,433 4,751,064 2.34 % StormWind, LLC (4) – Preferred shares, Series A 8% 366,666 — 191,694 — — — — 134,209 325,903 0.16 % 97 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Type/Industry/Portfolio Company/Investment Principal/ Quantity Interest, Fees, or Dividends Credited in Income Fair Value at December 31, 2022 Transfer In/ (Out) Purchases, Capitalized Fees, Interest and Amortization Sales Realized Gains/(Losses) Unrealized Gains/(Losses) Fair Value at December 31, 2023 Percentage of Net Assets Total Interactive Learning — 9,950,835 — — — — 2,585,040 12,535,875 6.16 % Total Preferred Stock — 9,950,835 — — — ( 10,914,377 ) 13,499,417 12,535,875 6.16 % Options Digital Media Platform Ozy Media, Inc. (7) – Common Warrants, Strike Price $ 0.01 , Expiration Date 4/9/2028 — — — — — — ( 30,647 ) 30,647 — — % Global Innovation Platform OneValley, Inc. (f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $ 2.31 , Expiration Date 12/31/2023 — — — — — — ( 5,080 ) 5,080 — — % OneValley, Inc. (f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024 (5) 1 — 652,127 — — — — ( 31,200 ) 620,927 0.31 % Total Global Innovation Platform — 652,127 — — ( 5,080 ) ( 26,120 ) 620,927 0.31 % E-Commerce Marketplace PSQ Holdings, Inc. (d/b/a PublicSquare)** (6) –Warrants 2,396,037 — — 1,159,150 — ( 318,368 ) 187,872 936,096 1,964,750 0.97 % Total Options — 652,127 1,159,150 — ( 318,368 ) 152,145 940,623 2,585,677 1.27 % Common Stock Online Education Curious.com, Inc.–Common shares 1,135,944 — — — — — — — — — % E-Commerce Marketplace PSQ Holdings, Inc. (d/b/a PublicSquare)** (6) – Class A Common shares 1,976,032 — — 1,556,587 — — — 6,985,799 8,542,386 4.20 % Total Common Stock — — 1,556,587 — — — 6,985,799 8,542,386 4.20 % TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1) $ — $ 12,591,162 $ 2,715,737 $ — $ ( 318,368 ) $ ( 10,762,233 ) $ 20,705,035 $ 24,931,333 12.26 % 98 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 * All portfolio investments are non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their IPO. Preferred dividends are generally only payable when declared and paid by the portfolio company’s board of directors. The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted. All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value”). ** Indicates assets that SuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act. Of the Company’s total investments as of December 31, 2023, 14.03 % of its total investments are non-qualifying assets. *** Investment is income-producing. (1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. beneficially owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e. , securities with the right to elect directors) of such company. (2) “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. (3) As of December 31, 2023, the investments noted had been placed on non-accrual status. (4) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW Holdings, Inc. (5) On August 23, 2019, SuRo Capital Corp. amended the structure of its investment in OneValley, Inc. (f/k/a NestGSV, Inc.). As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security. OneValley, Inc. (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp. can put the shares to OneValley, Inc. (f/k/a NestGSV, Inc.) at the end of the five year period. (6) On July 19, 2023, Colombier Acquisition Corp. (“Colombier”) stockholders approved a business combination with PSQ Holdings, Inc. (d/b/a PublicSquare) and related proposals at a special meeting. Also on July 19, 2023, PSQ Holdings, Inc. announced that it had consummated the business combination with Colombier pursuant to a merger agreement between the parties, creating the resultant combined company PSQ Holdings, Inc. (d/b/a PublicSquare). SuRo Capital Corp.’s shares of PSQ Holdings, Inc. (d/b/a PublicSquare) Class A Common shares are subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc. warrants are freely tradable. (7) On March 1, 2023, Ozy Media, Inc. suspended operations. On May 4, 2023, SuRo Capital Corp. abandoned its investment in Ozy Media, Inc. 99 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Schedule of Investments In, and Advances to, Affiliates Transactions during the year ended December 31, 2022 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows: Type/Industry/Portfolio Company/Investment Principal/ Quantity Interest, Fees, or Dividends Credited in Income Fair Value at December 31, 2021 Transfer In/ (Out) Purchases, Capitalized Fees, Interest and Amortization Sales Realized Gains/(Losses) Unrealized Gains/(Losses) Fair Value at December 31, 2022 Percentage of Net Assets CONTROLLED INVESTMENTS * (2) Options Special Purpose Acquisition Company Colombier Sponsor LLC**–Class W Units (7) 2,700,000 $ — $ 1,157,487 $ — $ — $ — $ — $ — $ 1,157,487 0.55 % Total Options — 1,157,487 — — — — — 1,157,487 0.55 % Preferred Stock Clean Technology SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A (4) 14,300,000 — 1,047,033 — — — — ( 63,005 ) 984,028 0.47 % Total Preferred Stock — 1,047,033 — — — — ( 63,005 ) 984,028 0.47 % Common Stock Clean Technology SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares 100,000 — — — — — — — — — % Mobile Finance Technology Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV*** $ 10,000,000 1,685,000 10,000,000 — — — — — 10,000,000 4.76 % Special Purpose Acquisition Company Colombier Sponsor LLC**–Class B Units (7) 1,976,033 — 1,554,354 — — — — 1 1,554,355 0.74 % Total Common Stock 1,685,000 11,554,354 — — — — 1 11,554,355 5.50 % TOTAL CONTROLLED INVESTMENTS* (2) $ 1,685,000 $ 13,758,874 $ — $ — $ — $ — $ ( 63,004 ) $ 13,695,870 6.52 % 100 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Type/Industry/Portfolio Company/Investment Principal/ Quantity Interest, Fees, or Dividends Credited in Income Fair Value at December 31, 2021 Transfer In/ (Out) Purchases, Capitalized Fees, Interest and Amortization Sales Realized Gains/(Losses) Unrealized Gains/(Losses) Fair Value at December 31, 2022 Percentage of Net Assets NON-CONTROLLED/AFFILIATE INVESTMENTS * (1) Debt Investments Global Innovation Platform OneValley, Inc. (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8 %, Due 8/23/2024 (3) $ 1,010,198 $ — $ 505,099 $ — $ — $ — $ — $ 1,483,101 $ 1,988,200 0.95 % Total Debt Investments — 505,099 — — — — 1,483,101 1,988,200 0.95 % Preferred Stock Knowledge Networks Maven Research, Inc.–Preferred shares, Series C 318,979 — — — — — — — — — % Maven Research, Inc.–Preferred shares, Series B 49,505 — — — — — — — — — % Total Knowledge Networks — — — — — — — — — % Digital Media Platform Ozy Media, Inc.–Preferred shares, Series C-2 6% 683,482 — — — — — — — — % Ozy Media, Inc.–Preferred shares, Series B 6% 922,509 — — — — — — — — — % Ozy Media, Inc.–Preferred shares, Series A 6% 1,090,909 — — — — — — — — — % Ozy Media, Inc.–Preferred shares, Series Seed 6% 500,000 — — — — — — — — — % Total Digital Media Platform — — — — — — — — — % Interactive Learning StormWind, LLC–Preferred shares, Series D 8% (5) 329,337 — 621,093 — — — ( 87,664 ) 533,429 0.25 % StormWind, LLC–Preferred shares, Series C 8% (5) 2,779,134 — 6,496,729 — — — — ( 821,648 ) 5,675,081 2.70 % StormWind, LLC–Preferred shares, Series B 8% (5) 3,279,629 — 4,423,607 — — — — ( 872,976 ) 3,550,631 1.69 % StormWind, LLC–Preferred shares, Series A 8% (5) 366,666 — 289,293 — — — — ( 97,599 ) 191,694 0.09 % Total Interactive Learning — 11,830,722 — — — — ( 1,879,887 ) 9,950,835 4.74 % Total Preferred Stock — 11,830,722 — — — — ( 1,879,887 ) 9,950,835 4.74 % 101 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Type/Industry/Portfolio Company/Investment Principal/ Quantity Interest, Fees, or Dividends Credited in Income Fair Value at December 31, 2021 Transfer In/ (Out) Purchases, Capitalized Fees, Interest and Amortization Sales Realized Gains/(Losses) Unrealized Gains/(Losses) Fair Value at December 31, 2022 Percentage of Net Assets Options Digital Media Platform Ozy Media, Inc.–Common Warrants, Strike Price $ 0.01 , Expiration Date 4/9/2028 295,565 $ — $ — $ — $ — $ — $ — $ — $ — — % Global Innovation Platform OneValley, Inc. (f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $ 2.31 , Expiration Date 5/29/2022 — — — — — — ( 70,379 ) 70,379 — — % OneValley, Inc. (f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $ 2.31 , Expiration Date 12/31/2023 250,000 — 5,000 — — — — ( 5,000 ) — — % OneValley, Inc. (f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024 (6) 1 — 2,268,268 — — — — ( 1,616,141 ) 652,127 0.31 % Total Global Innovation Platform — 2,273,268 — — ( 70,379 ) ( 1,550,762 ) 652,127 0.31 % Total Options — 2,273,268 — — — ( 70,379 ) ( 1,550,762 ) 652,127 0.31 % Common Stock Online Education Curious.com, Inc.–Common shares 1,135,944 — — — — — — — — — % Total Common Stock — — — — — — — — — % TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1) $ — $ 14,609,089 $ — $ — $ — $ ( 70,379 ) $ ( 1,947,548 ) $ 12,591,162 6.00 % * All portfolio investments are non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their IPO. Preferred dividends are generally only payable when declared and paid by the portfolio company’s board of directors. The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted. All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value”). ** Indicates assets that SuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act. Of the Company’s total investments as of December 31, 2022, 14.47 % of its total investments are non-qualifying assets. *** Investment is income-producing. 102 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 (1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. beneficially owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e. , securities with the right to elect directors) of such company. (2) “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. (3) As of December 31, 2022, the investments noted had been placed on non-accrual status. (4) The SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp. do not entitle SuRo Capital Corp. to a preferred dividend rate. SuRo Capital Corp. does not anticipate that SPBRX, INC. will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions. (5) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW Holdings, Inc. (6) On August 23, 2019, SuRo Capital Corp. amended the structure of its investment in OneValley, Inc. (f/k/a NestGSV, Inc.). As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security. OneValley, Inc. (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp. can put the shares to OneValley, Inc. (f/k/a NestGSV, Inc.) at the end of the five year period. (7) Colombier Sponsor LLC is the sponsor of Colombier Acquisition Corp., a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. 103 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 NOTE 5— COMMON STOCK Share Repurchase Program On August 8, 2017, the Company announced a $ 5.0 million discretionary open-market share repurchase program of shares of the Company’s common stock, $ 0.01 par value per share, of up to $ 5.0 million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $ 5.0 million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”). Following several intervening approvals from the Company’s Board of Directors to increase the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program and/or to extend the Share Repurchase Program to later expiration dates, most recently, on August 7, 2023, the Company’s Board of Directors authorized an extension of, and an increase in the amount of shares of the Company’s common stock that may be repurchased under, the discretionary Share Repurchase Program until the earlier of (i) October 31, 2024 or (ii) the repurchase of $ 60.0 million in aggregate amount of the Company’s common stock. The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities. The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate the Company to acquire any specific number of shares of its common stock. Under the Share Repurchase Program, the Company may repurchase its outstanding common stock in the open market, provided that it complies with the prohibitions under its insider trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2023, the Company repurchased 186,493 of the Company’s common stock under the Share Repurchase Program. During the year ended December 31, 2022, the Company repurchased 1,008,676 shares of the Company’s common stock under the Share Repurchase Program. As of December 31, 2023, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $ 20.7 million. Modified Dutch Auction Tender Offer On March 17, 2023, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”) to purchase up to 3,000,000 shares of its common stock from its stockholders, which expired on April 17, 2023 . In accordance with the terms of the Modified Dutch Auction Tender Offer, the Company selected the lowest price per share of not less than $ 3.00 per share and not greater than $ 4.50 per share. 104 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Pursuant to the Modified Dutch Auction Tender Offer, the Company repurchased 3,000,000 shares, representing 10.6 % of its outstanding shares, on or about April 21, 2023 at a price of $ 4.50 per share. The Company used available cash to fund the purchase of its shares of common stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses. Amended and Restated 2019 Equity Incentive Plan Refer to “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock granted under the Amended & Restated 2019 Equity Incentive Plan (as defined therein). At-the-Market Offering On July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (as amended, the “Sales Agreement”), with BTIG, LLC, JMP Securities LLC and Ladenburg Thalmann & Co., Inc. (collectively, the “Agents”). Under the Sales Agreement, the Company may, but has no obligation to, issue and sell up to $ 150.0 million in aggregate amount of shares of its common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM Program”). The Company intends to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with its investment objective and strategy and for general corporate purposes. Sales of the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or sales made to or through a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated prices. Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from time to time. The Agents will receive a commission from the Company equal to up to 2.0 % of the gross sales price of any Shares sold through the Agents under the Sales Agreement and reimbursement of certain expenses. The Sales Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. During the year ended December 31, 2023, the Company did not issue or sell Shares under the ATM Program. During the year ended December 31, 2022, the Company issued and sold 17,807 Shares under the ATM Program at weighted-average price of $ 13.01 per share, for gross proceeds of $ 231,677 and net proceeds of $ 229,896 , after deducting commissions to the Agents on Shares sold. As of December 31, 2023, up to approximately $ 98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program. 105 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 NOTE 6— NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED The following information sets forth the computation of basic and diluted net change in net assets resulting from operations per common share, pursuant to ASC 260, for the years ended December 31, 2023, 2022, and 2021. SCHEDULE OF BASIC AND DILUTED COMMON SHARE 2023 2022 2021 Year Ended December 31, 2023 2022 2021 Earnings per common share–basic: Net change in net assets resulting from operations $ 5,066,822 $ ( 132,177,053 ) $ 147,071,721 Weighted-average common shares–basic 26,222,667 30,023,202 25,861,642 Earnings per common share–basic $ 0.19 $ ( 4.40 ) $ 5.69 Earnings per common share–diluted: Net change in net assets resulting from operations $ 5,066,822 $ ( 132,177,053 ) $ 147,071,721 Adjustment for interest and amortization on 4.75% Convertible Senior Notes due 2023 (1) 501,065 Net change in net assets resulting from operations, as adjusted $ 5,066,822 $ ( 132,177,053 ) $ 147,572,786 Adjustment for dilutive effect of 4.75% Convertible Senior Notes due 2023 (1) — — 896,725 Weighted-average common shares outstanding–diluted (1) 26,222,667 30,023,202 26,758,367 Earnings per common share–diluted $ 0.19 $ ( 4.40 ) $ 5.52 (1) As of December 31, 2023, 2022, and 2021, there were no potentially dilutive securities outstanding. NOTE 7— COMMITMENTS AND CONTINGENCIES In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial condition or results of operations. The Company is not currently a party to any material legal proceedings. Operating Leases and Related Deposits The Company currently has one operating lease for office space for which the Company has recorded a right-of-use asset and lease liability for the operating lease obligation. The lease commenced June 3, 2019 and expires July 31, 2024. The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the lease. As of December 31, 2023 and December 31, 2022, the Company booked a right-of-use asset and operating lease liability of $ 112,485 and $ 288,268 , respectively, on the Consolidated Statement of Assets and Liabilities. As of December 31, 2023 and December 31, 2022, the Company recorded a security deposit of $ 16,574 and $ 16,574 , respectively, on the Consolidated Statement of Assets and Liabilities. For the years ended December 31, 2023 and 2022, the Company incurred $ 204,109 and $ 192,176 , respectively, of operating lease expense. The amounts reflected on the Consolidated Statement of Assets and Liabilities have been discounted using the rate implicit in the lease. As of December 31, 2023, the remaining lease term was 0.6 years and the discount rate was 3.00 %. The following table shows future minimum payments under the Company’s operating lease as of December 31, 2023: SCHEDULE OF FUTURE MINIMUM PAYMENTS OF OPERATION LEASE For the Year Ended December 31, Amount 2024 113,603 Total $ 113,603 106 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 NOTE 8— FINANCIAL HIGHLIGHTS SCHEDULE OF FINANCIAL HIGHLIGHTS 2023 2022 2021 2020 2019 Year Ended December 31, 2023 2022 2021 2020 2019 Per Basic Share Data Net asset value at beginning of the year $ 7.39 $ 11.72 $ 15.14 $ 11.38 $ 9.89 Net investment loss (1) ( 0.51 ) ( 0.49 ) ( 0.38 ) ( 0.81 ) ( 0.49 ) Net realized gain/(loss) on investments (1) ( 0.46 ) ( 0.20 ) 8.46 0.92 0.99 Net change in unrealized appreciation/(depreciation) of investments (1) 1.16 ( 3.72 ) ( 2.39 ) 3.78 0.69 Benefit from taxes on unrealized depreciation of investments (1) — — — — 0.05 Dividends declared — ( 0.11 ) ( 8.00 ) ( 0.87 ) ( 0.32 ) Issuance of common stock from stock dividend — — 0.74 — — Issuance of common stock from public offering (1) — 0.01 0.01 0.30 — Issuance of common stock from conversion of 4.75% Convertible Notes due 2023 (1) — — ( 1.91 ) ( 0.11 ) — Repurchase of common stock (1) 0.32 0.11 — 0.43 0.52 Stock-based compensation (1) 0.09 0.07 0.05 0.12 0.05 Net asset value at end of year $ 7.99 $ 7.39 $ 11.72 $ 15.14 $ 11.38 Per share market value at end of year $ 3.94 $ 3.80 $ 12.95 $ 13.09 $ 6.55 Total return based on market value (2) 3.68 % ( 69.45 )% 60.05 % 99.85 % 31.61 % Total return based on net asset value (2) 8.12 % ( 36.01 )% 30.25 % 33.04 % 15.08 % Shares outstanding at end of year 25,445,805 28,429,499 31,118,556 19,914,023 17,564,244 Ratios/Supplemental Data: Net assets at end of year $ 203,357,646 $ 210,020,702 $ 364,846,624 $ 301,583,073 $ 199,917,289 Average net assets $ 207,608,591 $ 310,086,061 $ 396,209,139 $ 205,430,809 $ 209,261,190 Ratio of gross operating expenses to average net assets (3) 9.70 % 5.87 % 2.88 % 7.95 % 6.08 % Ratio of income tax provision to average net assets — % — % — % — % ( 0.42 )% Ratio of net operating expenses to average net assets (3) 9.70 % 5.87 % 2.88 % 7.95 % 5.66 % Ratio of net investment loss to average net assets (3) ( 6.51 )% ( 4.76 )% ( 2.51 )% ( 7.07 )% ( 4.52 )% Portfolio Turnover Ratio 9.34 % 4.31 % 28.34 % 14.87 % 12.95 % (1) Based on weighted-average number of shares outstanding for the relevant period. (2) Total return based on market value is based upon the change in market price per share between the opening and ending market values per share in the period, adjusted for dividends and equity issuances. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in the period, adjusted for dividends and equity issuances. (3) For the year ended December 31, 2021, the Company excluded $ 100,274 of non-recurring expenses. For the year ended December 31, 2020, the Company excluded $ 1,962,431 of non-recurring expenses. For the year ended December 31, 2019, the Company excluded $ 1,769,820 of non-recurring expenses. Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary from these ratios. 107 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 NOTE 9— INCOME TAXES The Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2014 and has qualified to be treated as a RIC for subsequent taxable years. The Company intends to continue to operate so as to qualify to be subject to tax treatment as a RIC under Subchapter M of the Code and, as such, will not be subject to U.S. federal income tax on the portion of taxable income (including gains) distributed as dividends for U.S. federal income tax purposes to stockholders. Taxable income includes the Company’s taxable interest, dividend and fee income, reduced by certain deductions, as well as taxable net realized investment gains. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are not included in taxable income until they are realized. To qualify and be subject to tax as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing dividends of an amount generally at least equal to 90 % of its investment company taxable income, as defined by the Code and determined without regard to any deduction for distributions paid, to its stockholders. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company. To the extent that the Company’s earnings fall below the amount of dividend distributions declared, however, a portion of the total amount of the Company’s distributions for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders. As a RIC, the Company will be subject to a 4 % nondeductible U.S. federal excise tax on certain undistributed income unless the Company makes distributions treated as dividends for U.S. federal income tax purposes in a timely manner to its stockholders in respect of each calendar year of an amount at least equal to the sum of (1) 98% of its ordinary income (taking into account certain deferrals and elections) for each calendar year, (2) 98.2% of its capital gain net income (adjusted for certain ordinary losses) for the 1-year period ending October 31 of each such calendar year and (3) any ordinary income and net capital gains for preceding years, but not distributed during such years and on which the Company paid no U.S. federal income tax . The Company will not be subject to this excise tax on any amount on which the Company incurred U.S. federal corporate income tax (such as the tax imposed on a RIC’s retained net capital gains). Depending on the level of taxable income earned in a taxable year, the Company may choose to carry over taxable income in excess of current taxable year distributions from such taxable income into the next taxable year and incur a 4 % excise tax on such taxable income, as required. The maximum amount of excess taxable income that may be carried over for distribution in the next taxable year under the Code is the total amount of distributions paid in the following taxable year, subject to certain declaration and payment guidelines. To the extent the Company chooses to carry over taxable income into the next taxable year, distributions declared and paid by the Company in a taxable year may differ from the Company’s taxable income for that taxable year as such distributions may include the distribution of current taxable year taxable income, the distribution of prior taxable year taxable income carried over into and distributed in the current taxable year, or returns of capital. The Company has taxable subsidiaries which hold certain portfolio investments in an effort to limit potential legal liability and/or comply with source-income type requirements contained in the RIC tax provisions of the Code. These taxable subsidiaries are consolidated for GAAP and the portfolio investments held by the taxable subsidiaries are included in the Company’s consolidated financial statements and are recorded at fair value. These taxable subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities as a result of their ownership of certain portfolio investments. Any income generated by these taxable subsidiaries generally would be subject to tax at normal corporate tax rates based on its taxable income. The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that it may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. As of December 31, 2023 and December 31, 2022, the Company recorded a deferred tax liability of $ 0 . The Company is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are not included in taxable income until they are realized. 108 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 For U.S. federal and state income tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences may be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law. The amount of such limitations, if any, has not been determined. Accordingly, the amount of such tax attributes available to offset future profits may be significantly less than the actual amounts of the tax attributes. The Company and the Taxable Subsidiaries identified their major tax jurisdictions as U.S. federal, New York, and California and may be subject to the taxing authorities’ examination for the tax years 2020–2023 in New York and 2019–2023 in California, respectively. Further, the Company and the Taxable Subsidiaries accrue all interest and penalties related to uncertain tax positions as incurred. As of December 31, 2023, there were no material interest or penalties incurred related to uncertain tax positions. Permanent differences between ICTI and net investment income for financial reporting purposes are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes. During the years ended December 31, 2023 and 2022, the Company reclassified for book purposes amounts arising from permanent book/tax differences related as follows: SCHEDULE OF RECLASSIFICATION OF BOOK/TAX DIFFERENCES 2023 2022 Year Ended December 31, 2023 2022 Capital in excess of par value $ ( 70,745,103 ) $ ( 14,709,928 ) Accumulated undistributed net investment loss 73,968,102 14,709,928 Accumulated net realized gains from investments ( 2,953,733 ) — In general, we make certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which may include nondeductible federal excise taxes and net operating losses, among other items. Certain prior period amounts have been reclassified to conform with the tax-based components of capital at the period end. For income tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital, long term capital gains or a combination thereof. The tax character of distributions declared in the years ended December 31, 2023, 2022, and 2021 was as follows: SCHEDULE OF TAX CHARACTER OF DISTRIBUTIONS 2023 2022 2021 Year Ended December 31, 2023 2022 2021 Ordinary income $ — $ — $ — Long-term capital gain — 3,441,824 212,197,026 Return of capital — — — Distributions on a tax basis — — — For federal income tax purposes, the tax cost of investments owned at December 31, 2023 and 2022, was $ 268,353,952 and $ 294,674,345 , respectively. The gross unrealized appreciation and gross unrealized depreciation on investments owned at December 31, 2023 was $ 73,341,574 and $ 93,803,419 , respectively, and on investments owned at December 31, 2022 was $ 56,250,562 and $ 108,679,513 , respectively. The net unrealized appreciation/(depreciation) on investments owned at December 31, 2023 and 2022, was $( 20,461,845 ) and $( 52,428,951 ), respectively. At December 31, 2023 and 2022, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Consolidated Statements of Assets and Liabilities by temporary and other book/tax differences, primarily relating to the tax treatment of certain investments in partnerships and wholly-owned subsidiary corporations, and organizational expenses, as follows: SCHEDULE OF COMPONENTS OF DISTRIBUTED EARNINGS ON A TAX BASIS 2023 2022 Year Ended December 31, 2023 2022 Undistributed ordinary loss $ — $ ( 45,822,672 ) Accumulated net realized losses on investments ( 20,584,963 ) ( 3,901,291 ) Unrealized appreciation/(depreciation) on investments ( 20,461,845 ) ( 52,428,951 ) Components of distributable earnings at year-end $ ( 41,046,808 ) $ ( 102,152,914 ) NOTE 10— DEBT CAPITAL ACTIVITIES 6.00% Notes due 2026 On December 17, 2021, the Company issued $ 70.0 million aggregate principal amount of its 6.00% Notes due 2026, pursuant to an Indenture, dated as of March 28, 2018 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a second supplemental indenture, dated as of December 17, 2021 (together with the Base Indenture, the “Indenture”), between the Company and the Trustee. On December 21, 2021, the Company issued an additional $ 5.0 million aggregate principal amount of 6.00% Notes due 2026 pursuant to an overallotment option. The 6.00% Notes due 2026 bear interest at a fixed rate of 6.00 % per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022 . The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless previously repurchased in accordance with their terms. The Company has the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of the outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest . The 6.00% Notes due 2026 are direct unsecured obligations of the Company and rank pari passu , or equal in right of payment, with all outstanding and future unsecured, unsubordinated indebtedness of the Company; senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the 6.00% Notes due 2026; effectively subordinated to any of the Company’s future secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company subsequently grants a security interest), to the extent of the value of the assets securing such indebtedness (provided, however, that the Company has agreed under the Indenture to not incur any secured or unsecured indebtedness that would be senior to the 6.00% Notes due 2026 while the 6.00% Notes due 2026 are outstanding, subject to certain exceptions); and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries. The 6.00% Notes due 2026 are listed for trading on the Nasdaq Global Select Market under the symbol “SSSSL”. The reported closing market price of SSSSL on December 31, 2023 and December 31, 2022 was $ 23.80 and $ 23.51 per note, respectively. As of December 31, 2023 and December 31, 2022, the fair value of the 6.00% Notes due 2026 was $ 71.4 million and $ 70.5 million, respectively. The 6.00% Notes due 2026 are classified as Level 1 of the fair value hierarchy (Refer to “Note 2 — Significant Accounting Policies”). As of December 31, 2023 and December 31, 2022, the Company was in compliance with the terms of the Indenture. 109 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 NOTE 11— STOCK-BASED COMPENSATION Amended and Restated 2019 Equity Incentive Plan On June 19, 2020, the Company’s Board of Directors adopted, and the Company’s stockholders approved, an amendment and restatement of the Company’s 2019 Equity Incentive Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which the Company is authorized to grant equity awards for up to 1,627,967 shares of its common stock. In accordance with the exemptive relief granted to the Company by the SEC on June 16, 2020 with respect to the Amended & Restated 2019 Equity Incentive Plan, the Company is generally authorized to (i) issue restricted shares as part of the compensation package for certain of its employees, officers and all directors, including non-employee directors (collectively, the “Participants”), (ii) issue options to acquire shares of its common stock (“Options”) to certain employees, officers and employee directors as a part of such compensation packages, (iii) withhold shares of the Company’s common stock or purchase shares of common stock from the Participants to satisfy tax withholding obligations relating to the vesting of restricted shares or the exercise of Options granted to the certain Participants pursuant to the Amended & Restated 2019 Equity Incentive Plan, and (iv) permit the Participants to pay the exercise price of Options granted to them with shares of the Company’s common stock. Under the Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $ 50,000 worth of restricted shares of common stock (based on the closing stock price of the common stock on the grant date). Each grant of $ 50,000 in restricted shares will vest, in full, if the non-employee director is in continuous service as a director of the Company through the anniversary of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant). During the year ended December 31, 2023, the Company granted 60,060 restricted shares to the Company’s non-employee directors pursuant to the Amended & Restated 2019 Equity Incentive Plan. Additionally, on May 31, 2023, 26,736 restricted shares related to the 2022 non-employee director grants vested. Compensation expense associated with the restricted shares is recognized on a quarterly basis over the respective vesting periods. Other than such restricted shares granted to non-employee directors, the Compensation Committee of the Company’s Board of Directors may determine the time or times at which Options and restricted shares granted to other Participants will vest or become payable or exercisable, as applicable. The exercise price of each Option will not be less than 100% of the fair market value of the Company’s common stock on the date the option is granted. However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s outstanding common stock (a “10% Stockholder”), will not be eligible for the grant of an incentive stock option unless the exercise price of the incentive stock option is at least 110% of the fair market value of the Company’s common stock on the date of grant. Generally, no Option will be exercisable after the expiration of ten years from the date of grant. In the case of an Option granted to a 10% Stockholder, the term of an incentive stock option will be for no more than five years from the date of grant. During the year ended December 31, 2023, the Company granted 125,000 restricted shares to the Company’s officers pursuant to the Amended & Restated 2019 Equity Incentive Plan. The restricted shares have a vesting period of 3 years. The Company determined that the fair values, based on the grant date close price of such restricted shares granted to the Company’s officers under the Amended & Restated 2019 Equity Incentive Plan during the year ended December 31, 2023 and 2022 were approximately $ 532,500 and $ 2,885,000 , respectively, in the aggregate. For the years ended December 31, 2023 and 2022, the Company recognized stock-based compensation expense of $ 2,920,526 and $ 2,606,147 , respectively, not including executive and employee forfeits. As of December 31, 2023 and December 31, 2022, there were approximately $ 4,849,887 and $ 6,451,610 of total unrecognized compensation costs related to the restricted share grants. Compensation expense associated with the restricted shares is recognized on a quarterly basis over the respective vesting periods. 110 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 The following table summarizes the activities for the Company’s restricted share grants for the year ended December 31, 2023 under the Amended & Restated 2019 Equity Incentive Plan: SCHEDULE OF EQUITY INCENTIVE PLAN Number of Restricted Shares Outstanding as of December 31, 2022 606,620 Granted 361,115 Vested (1) ( 342,772 ) Forfeited — Outstanding as of December 31, 2023 624,963 Vested as of December 31, 2023 513,572 (1) The balance of vested shares reflects the total shares vested during the period and has not been reduced for those vested shares forfeited at time of vest related to net share settlement. The Amended & Restated 2019 Equity Incentive Plan provides for the concept of “net share settlement.” Specifically, it provides that the Company is authorized to withhold the Common Stock at the time the restricted shares are vested and taxed in satisfaction of the Participant’s tax obligations. On June 16, 2020, the Company received exemptive relief from the SEC to permit such withholding of shares. NOTE 12— SUBSEQUENT EVENTS Portfolio Activity From January 1, 2024 through March 13, 2024, the Company made the following investments (not including capitalized transaction costs or investments in short-term U.S. Treasury bills). SCHEDULE OF INVESTMENTS BY COMPANY Portfolio Company Investment Transaction Date Amount Supplying Demand, Inc. (d/b/a Liquid Death) Preferred shares, Series F-1 1/18/2024 $ 9,999,996 Total $ 9,999,996 From January 1, 2024 through March 13, 2024 , the Company exited or received proceeds from the following investments (excluding short-term U.S. Treasury bills): SCHEDULE OF INVESTMENTS Portfolio Company Transaction Date Quantity Average Net Share Price (1) Net Proceeds Realized Gain (2) Nextdoor Holdings, Inc. (3) Various 112,420 $ 1.92 $ 215,318 $ ( 411,151 ) PSQ Holdings, Inc. (d/b/a PublicSquare) - Warrants (4) Various 100,000 1.03 102,998 60,067 Total $ 318,316 $ ( 351,084 ) (1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable. (2) Realized gain does not include adjustments to amounts held in escrow receivable. (3) As of February 23, 2024, SuRo Capital had sold its remaining Nextdoor Holdings, Inc. public common shares. (4) As of March 13, 2024, SuRo Capital held 2,296,037 PSQ Holdings, Inc. (d/b/a PublicSquare) public warrants. The Company is frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the seller or the Company. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated. Modified Dutch Auction Tender Offer On February 14, 2024, the Company’s Board of Directors authorized a modified Dutch Auction tender offer (the “Tender Offer”) to purchase up to 2,000,000 shares of its common stock at a price per share of not less than $ 4.00 and not greater than $ 5.00 in $ 0.10 increments, using available cash. The Tender Offer commenced on February 20, 2024 and will expire at 5:00 P.M. Eastern Time on April 1, 2024, unless extended. If the Tender Offer is fully subscribed, the Company will purchase 2,000,000 shares, or approximately 7.9 % , of the Company’s outstanding shares of its common stock. Any shares tendered may be withdrawn prior to expiration of the Tender Offer. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest per-share price that will enable it to acquire up to 2,000,000 shares of its common stock. All shares accepted in the Tender Offer will be purchase at the same price even if tendered at a lower price. 111 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 NOTE 13— SELECTED QUARTERLY FINANCIAL DATA SCHEDULE OF QUARTERLY FINANCIAL DATA Quarter Ended December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 Total Investment Income $ 2,459,734 $ 1,465,746 $ 1,372,218 $ 1,299,082 Total Operating Expenses 5,203,812 4,134,172 5,177,558 5,520,847 Net Investment Loss ( 2,744,078 ) ( 2,668,426 ) ( 3,805,340 ) ( 4,221,765 ) Net Realized Gain/(Loss) on Investments 2,594,633 ( 1,461,281 ) ( 13,270,199 ) 189,343 Net Change in Unrealized Appreciation/(Depreciation) of Investments ( 8,973,578 ) 29,323,067 1,455,515 8,648,931 Net Increase/(Decrease) in Net Assets Resulting from Operations $ ( 9,123,023 ) $ 25,193,360 $ ( 15,620,024 ) $ 4,616,509 Net Increase/(Decrease) in Net Assets from Operations per Common Share: Basic $ ( 0.36 ) $ 0.99 $ ( 0.60 ) $ 0.16 Diluted $ ( 0.36 ) $ 0.99 $ ( 0.60 ) $ 0.16 Weighted Average Common Shares Outstanding–Basic 25,251,921 25,351,306 25,952,447 28,378,529 Weighted Average Common Shares Outstanding–Diluted 25,251,921 25,351,306 25,952,447 28,378,529 December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Quarter Ended December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Total Investment Income $ 1,462,951 $ 519,511 $ 890,631 $ 583,100 Total Operating Expenses 4,326,133 4,328,744 4,701,519 4,807,805 Net Investment Loss ( 2,863,182 ) ( 3,809,233 ) ( 3,810,888 ) ( 4,224,705 ) Net Realized Gain/(Loss) on Investments ( 1,894,406 ) ( 5,141,097 ) ( 1,966,225 ) 3,096,275 Net Change in Unrealized Appreciation/(Depreciation) of Investments ( 7,633,982 ) ( 36,951,920 ) ( 88,562,575 ) 21,584,885 Net Increase/(Decrease) in Net Assets Resulting from Operations $ ( 12,391,570 ) $ ( 45,902,250 ) $ ( 94,339,688 ) $ 20,456,455 Net Increase/(Decrease) in Net Assets from Operations per Common Share: Basic $ ( 0.44 ) $ ( 1.54 ) $ ( 3.08 ) $ 0.66 Diluted $ ( 0.44 ) $ ( 1.54 ) $ ( 3.08 ) $ 0.66 Weighted Average Common Shares Outstanding–Basic 28,349,822 29,781,801 30,633,878 31,228,046 Weighted Average Common Shares Outstanding–Diluted 28,349,822 29,781,801 30,633,878 31,228,046 Quarter Ended December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 Total Investment Income $ 380,754 $ 523,916 $ 274,820 $ 291,352 Total Operating Expenses 3,210,777 2,747,394 2,317,820 3,125,670 Net Investment Loss ( 2,830,023 ) ( 2,223,478 ) ( 2,043,000 ) ( 2,834,318 ) Net Realized Gain on Investments 46,428,514 32,495,660 27,658,812 112,152,518 Net Change in Unrealized Appreciation/(Depreciation) of Investments ( 53,134,601 ) ( 15,023,778 ) 7,741,252 ( 1,315,837 ) Net Increase/(Decrease) in Net Assets Resulting from Operations $ ( 9,536,110 ) $ 15,248,404 $ 33,357,064 $ 108,002,363 Net Increase/(Decrease) in Net Assets from Operations per Common Share: Basic $ ( 0.32 ) $ 0.55 $ 1.32 $ 5.27 Diluted $ ( 0.32 ) $ 0.55 $ 1.32 $ 4.50 Weighted Average Common Shares Outstanding–Basic 29,883,824 27,619,062 25,334,482 20,486,621 Weighted Average Common Shares Outstanding–Diluted 29,883,824 27,619,062 25,334,482 24,123,339 112 Table OF CONTENTS SURO CAPITAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 NOTE 14— SUPPLEMENTAL FINANCIAL DATA Summarized Financial Information of Unconsolidated Subsidiaries In accordance with the SEC’s Regulation S-X and GAAP, the Company is not permitted to consolidate any subsidiary or other entity that is not an investment company, including those in which the Company has a controlling interest; however, the Company must disclose certain financial information related to any subsidiaries or other entities that are considered to be “significant subsidiaries” under the applicable rules of Regulation S-X. In May 2020, the SEC adopted rule amendments that impacted the requirement of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies or acquired funds (the “Final Rules”). The Final Rules adopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act. Rules 3-09 and 4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s periodic reports for any portfolio company that meets the definition of “significant subsidiary.” The Final Rules amended the definition of “significant subsidiary” in a manner that was intended to more accurately capture those portfolio companies that were more likely to materially impact the financial condition of an investment company. The Company’s three controlled portfolio companies as of December 31, 2023, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.), Architect Capital PayJoy SPV, LLC, and Colombier Sponsor II LLC, did not meet the definition of a “significant subsidiary” as set forth in Rule 1-02(w)(2). For comparability purposes, the Company has omitted the previously disclosed summarized financial information of the Company’s significant subsidiaries for the year ended December 31, 2022 as the Company’s significant subsidiaries would not have been considered significant subsidiaries under the Final Rules. 113 Table OF CONTENTS Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.