What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-09 compared with 2023-11-09 · 1061 added, 1274 removed, 1330 unchanged (64% of the section changed)

Financial Statements and Supplementary Data

Financial Statements

CAPITAL CORP.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

September 30, 2023

December 31, 2022

Investments at fair value:

11 unchanged sentences

Deferred financing costs

Prepaid expenses and other assets (1)

Accounts payable and accrued expenses (1)

expenses and other assets (1)

Accounts payable and accrued

Dividends payable

5 unchanged sentences

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

25,209,108 and 28,429,499 issued and outstanding, respectively)

25,353,284 and 25,445,805 issued and

outstanding, respectively)

Paid-in capital in excess of par

2 unchanged sentences

( 4,304,111 )

Accumulated net realized gain/(loss) on investments, net of distributions

Accumulated net realized loss on investments, net of distributions

( 12,772,846 )

( 12,348,772 )

Accumulated net unrealized appreciation/(depreciation) of investments

8 unchanged sentences

and Contingencies— Operating Leases and Related Deposits ” for more detail.

of September 30, 2023, the 6.00 % Notes due December 30, 2026 (effective interest rate of 6.53 %) had a face value $ 75,000,000 .

of December 31, 2022, the 6.00 % Notes due December 30, 2026 (effective interest rate of 6.53 %) had a face value $ 75,000,000 .

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

of March 31, 2024, 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, 2023, 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

CAPITAL CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended September 30,

Nine Months Ended September 30,

CONSOLIDATED STATEMENTS OF OPERATIONS

Ended March 31,

INVESTMENT INCOME

18 unchanged sentences

( 4,221,765 )

( 10,695,531 )

( 11,844,826 )

Realized Loss on Investments:

Realized Gain/(Loss) on Investments:

Non-controlled/non-affiliated investments

( 1,461,281 )

( 5,141,097 )

( 3,597,113 )

( 3,940,668 )

Non-controlled/affiliate investments

( 10,945,024 )

Net Realized Loss on Investments

( 1,461,281 )

( 5,141,097 )

( 14,542,137 )

( 4,011,047 )

Net Realized Gain/(Loss) on Investments

Change in Unrealized Appreciation/(Depreciation) of Investments:

6 unchanged sentences

Controlled investments

Net Change in Unrealized Appreciation/(Depreciation) of Investments

( 36,951,920 )

( 103,929,610 )

Net Change in Net Assets Resulting from Operations

Net Change in Unrealized Appreciation/(Depreciation)

of Investments

( 18,418,370 )

Net Change in Net Assets Resulting from

$ ( 22,065,346 )

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

Net Change in Net Assets Resulting from Operations per Common

Weighted-Average Common Shares Outstanding

accompanying notes to condensed consolidated financial statements.

Refer to “Note 11 — Stock-Based Compensation”

for more detail.

For the three and nine months ended September 30, 2023 and

September 30, 2022, 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”.

interest income earned on idle cash.

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

For the three months ended March 31, 2024 and March 31, 2023, 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”.

CAPITAL CORP.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

Nine Months Ended September 30,

Three Months Ended March

Net Assets at Beginning of Year

5 unchanged sentences

( 4,221,765 )

Net realized gain on investments

Net change in unrealized appreciation/(depreciation) of investments

Net Change in Net Assets Resulting from Operations

Distributions

Dividends declared

( 3,441,824 )

Total Distributions

( 3,441,824 )

Change in Net Assets Resulting from Capital Transactions

Issuance of common stock from public offering

Stock-based compensation

Repurchases of common stock

( 1,359,607 )

Net Change in Net Assets Resulting from Capital Transactions

( 1,159,727 )

Total Change in Net Assets

Net Assets at March 31

$ 215,043,069

$ 380,701,528

Change in Net Assets Resulting from Operations

Net investment loss

( 3,805,340 )

( 3,810,888 )

Net realized loss on investments

( 13,270,199 )

( 1,966,225 )

Net change in unrealized appreciation/(depreciation) of investments

( 88,562,575 )

Net Change in Net Assets Resulting from Operations

( 15,620,024 )

( 94,339,688 )

Change in Net Assets Resulting from Capital Transactions

Stock-based compensation

Repurchases of common stock

( 13,500,000 )

( 6,892,934 )

Net Change in Net Assets Resulting from Capital Transactions

( 12,730,321 )

( 6,189,368 )

Total Change in Net Assets

( 28,350,345 )

( 100,529,056 )

Net Assets at June 30

$ 186,692,724

$ 280,172,472

accompanying notes to condensed consolidated financial statements.

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) - continued

Nine Months Ended September 30,

Change in Net Assets Resulting from Operations

Net investment loss

$ ( 2,668,426 )

$ ( 3,809,233 )

Net realized loss on investments

( 1,461,281 )

( 5,141,097 )

Net realized gain/(loss) on investments

Net change in unrealized appreciation/(depreciation) of investments

4 unchanged sentences

Stock-based compensation

Repurchases of common stock

( 13,200,000 )

Net Change in Net Assets Resulting from Capital Transactions

( 12,486,611 )

Net Change in Net Assets Resulting from

Capital Transactions

Total Change in Net Assets

( 21,636,511 )

Net Assets at September 30

Net Assets at March 31

$ 181,721,135

2 unchanged sentences

Shares outstanding at beginning of year

Issuance of common stock from public offering

Issuance of common stock under restricted stock plan, net (1)

Shares repurchased

( 3,186,493 )

( 3,008,676 )

of common stock under restricted stock plan, net (1)

Shares Outstanding at End of Period

accompanying notes to condensed consolidated financial statements.

Refer to “Note 11 — Stock-Based Compensation”

for more detail.

SURO CAPITAL CORP.

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

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

Nine Months Ended September 30,

CONSOLIDATED STATEMENTS OF CASH FLOWS

Ended March 31,

Cash Flows from Operating Activities

1 unchanged sentence

$ ( 22,065,346 )

Adjustments to reconcile net change in net assets resulting from operations to net cash used in operating activities:

Net realized loss on investments

Adjustments to reconcile net change in net assets resulting from operations to net

cash provided by operating activities:

Net realized (gain)/loss on investments

Net change in unrealized (appreciation)/depreciation of investments

11 unchanged sentences

( 35,497,676 )

( 99,173,075 )

Proceeds from sales or maturity of investments in:

4 unchanged sentences

Interest and dividends receivable

Proceeds receivable

Escrow proceeds receivable

Accounts payable and accrued expenses

Accrued interest payable

Net Cash Used in Operating Activities

( 111,078,342 )

Net Cash Provided by Operating Activities

Cash Flows from Financing Activities

Proceeds from the issuance of common stock, net

Repurchases of common stock

( 14,178,685 )

( 21,452,541 )

Cash dividends paid

( 26,481,943 )

Deferred financing costs

Net Cash Used in Financing Activities

( 14,286,508 )

( 47,706,128 )

Total Decrease in Cash Balance

( 158,784,470 )

Total Increase in Cash Balance

Cash Balance at Beginning of Year

7 unchanged sentences

Portfolio Investments *

Headquarters/ Industry

Date of Initial Investment

Shares/ Principal

% of Net Assets

Headquarters/

NON-CONTROLLED/NON-AFFILIATE

5 unchanged sentences

Preferred shares, Series C 8%

Online Education

ServiceTitan, Inc.

5 unchanged sentences

Preferred shares, Series C

Pharmaceutical Technology

Locus Robotics Corp.

2 unchanged sentences

Warehouse Automation

Supplying Demand, Inc.

(d/b/a Liquid Death)

Los Angeles, CA

Preferred shares, Series F-1

Lifestyle Beverage Brand

Preferred shares, Series C

Fitness Technology

FourKites, Inc.

Common shares

Supply Chain Technology

Enterprises, Inc.

3 unchanged sentences

Preferred shares, Series B-2

Home Improvement Finance

Preferred shares, Series B-3

Home Improvement Finance

Preferred shares, Series B-4

Home Improvement Finance

Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026

Home Improvement Finance

Technologies, Inc.

2 unchanged sentences

Senior Preferred shares, Series 2

Real Estate Platform

Senior Preferred shares, Series 1 7%

Common shares (13)

FourKites, Inc.

Common shares

Supply Chain Technology

Forge Global, Inc.

San Francisco, CA

Real Estate Platform

Common shares

Online Marketplace Finance

True Global Ventures 4 Plus Pte Ltd **

Real Estate Platform

Global Ventures 4 Plus Pte Ltd **

Singapore, Singapore

1 unchanged sentence

Venture Investment Fund

Preferred shares, Series C

Fitness Technology

Neutron Holdings, Inc.

(d/b/a/ Lime)

San Francisco, CA

Junior Preferred shares, Series 1-D

Micromobility

Junior Preferred Convertible

Note 4% Due 5/11/2027 ***

Micromobility

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

Micromobility

San Francisco, CA

Preferred shares

1 unchanged sentence

Simple Agreement for Future Equity

Varo Money, Inc.

Mobile Access Technology

San Francisco, CA

Common shares (3) **(3)

Financial Services

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

Preferred shares, Series A (6) (6)

Real Estate Platform

Term loan 15%, Due 12/23/2023*** (10) ***(10)

NewLake Capital Partners, Inc.

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

New Canaan, CT

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

Cannabis REIT

Aventine Property Group, Inc.

Online Marketplace Finance

San Francisco, CA

Common shares **

Cannabis REIT

Financial Services

accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

Portfolio Investments *

Headquarters/ Industry

Date of Initial Investment

Shares/ Principal

% of Net Assets

Headquarters/

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

Philadelphia, PA

Note 6%, Due 10/17/2024 (4) (7)(4)

Geolocation Technology

Aventine Property Group, Inc.

Common shares*** ***

Cannabis REIT

Streaming Solutions Inc.

3 unchanged sentences

Interactive Media & Services

Stake Trade, Inc.

(d/b/a Prophet Exchange) (7)

1 unchanged sentence

Sports Betting

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

Convertible Note 6%, Due 10/17/2024 (4) (4)**(7)

Geolocation Technology

Sponsor LLC ** (10)(12)

2 unchanged sentences

Common shares, Class A **

Purpose Acquisition Company

Total **(11)(15)

Skillsoft Corp.

Common shares (3) **(3)

Online Education

(d/b/a Compliable) (7)

Preferred shares, Series Seed-4 (7)

Gaming Licensing

Special Purpose Acquisition

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

Preferred shares, Series A (6) (6)

Real Estate Platform

Markets, Inc.

2 unchanged sentences

Gaming Technology

Nextdoor Holdings, Inc.

San Francisco, CA

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

Social Networking

Skillsoft Corp.**

Common shares (3) **(3)

Online Education

Sponsor VII LLC ** (10)(14)

2 unchanged sentences

Warrant units **(10)(14)

Sponsor VI LLC ** (11)

Common share units **(11)

Special Purpose Acquisition Company

Warrant units **(11)

Special Purpose Acquisition

Total **(10)(14)

Technology, Inc.

2 unchanged sentences

Digital Media Technology

(d/b/a Compliable) (7)

Preferred shares, Series Seed-4 (7)

Gaming Licensing

Kinetiq Holdings, LLC

6 unchanged sentences

Preferred shares, Investec Series **

Retail Technology

Aspiration Partners, Inc.

3 unchanged sentences

Preferred shares, Series C-3

Neutron Holdings, Inc.

(d/b/a/ Lime)

San Francisco, CA

Junior Preferred shares, Series 1-D

Micromobility

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

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

Financial Services

Fullbridge, Inc.

2 unchanged sentences

Business Education

Promissory Note 1.47%, Due 11/9/2021 (4)(12) (4)(12)

accompanying notes to condensed consolidated financial statements.

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued

Portfolio Investments *

Headquarters/ Industry

Date of Initial Investment

Shares/ Principal

% of Net Assets

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

Business Education

Treehouse Real Estate Investment Trust, Inc.

4 unchanged sentences

$ 140,167,986

accompanying notes to condensed consolidated financial statements.

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued

Portfolio Investments *

Headquarters/

NON-CONTROLLED/AFFILIATE (1)

PSQ Holdings, Inc.

(d/b/a PublicSq.)** (3)(16)

West Palm Beach, FL

Common shares,

Class A (1)**(3)(16)

E-Commerce Marketplace

Warrants, Strike Price $11.50, Expiration Date 7/19/2028 (1)**(3)(16)

Total (1)**(3)(16)

StormWind, LLC (5)

Scottsdale, AZ

2 unchanged sentences

Preferred shares, Series C 8% *

Interactive Learning

Preferred shares, Series B 8% *

Interactive Learning

Preferred shares, Series A 8% *

Interactive Learning

Holdings, Inc.

(d/b/a PublicSquare) ** (13)

West Palm Beach, FL

Common shares, Class A (3) * **

E-Commerce Marketplace

Warrants, Strike Price $11.50, Expiration Date 7/19/2028 (3) *

** (1)(3)(13)

E-Commerce Marketplace

** (1)(3)(13)

OneValley, Inc.

1 unchanged sentence

San Mateo, CA

Derivative Security, Expiration Date 8/23/2024 (9) (1)(9)

Derivative Security, Expiration

Date 8/23/2024 (9) *

Global Innovation Platform

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

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

Promissory Note 8% Due 8/23/2024 (4) *

Global Innovation Platform

Maven Research, Inc.

3 unchanged sentences

Preferred shares, Series B *

Knowledge Networks

Curious.com, Inc.

8 unchanged sentences

Mobile Finance Technology

Sponsor II LLC ** (10)

Palm Beach, FL

Class B Units * **

Special Purpose Acquisition Company

Class W Units *

Special Purpose Acquisition

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

3 unchanged sentences

Common shares *

Clean Technology

Total Controlled *

7 unchanged sentences

accompanying notes to condensed consolidated financial statements.

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued

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

12 unchanged sentences

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

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued

assets that SuRo Capital Corp.

1 unchanged sentence

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

Of the Company’s total investments as of September 30, 2023, 21.30 % of

its total investments are non-qualifying assets.

Of the Company’s total investments as of March 31, 2024, 15.66 % of its

total investments are non-qualifying assets.

is income-producing.

17 unchanged sentences

Refer to “Note 4—Investments at Fair

of September 30, 2023, the investments noted had been placed on non-accrual status.

of March 31, 2024, the investments noted had been placed on non-accrual status.

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

Holdings, Inc.

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

Capital Corp.’s 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.

3 unchanged sentences

(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”).

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.

(d/b/a Prophet

Exchange) are held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).

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

GSVC SVDS Holdings, Inc.

August 23, 2019, SuRo Capital Corp.

7 unchanged sentences

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

the nine months ended September 30, 2023, approximately $ 0.9 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 $ 0.8 million repaid a

portion of the outstanding principal and the remaining was attributed to interest.

an investment that is the sponsor of a special purpose acquisition company formed for the purpose of effecting a merger, capital

1 unchanged sentence

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

January 13, 2023, SuRo Capital Corp.

invested $ 2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing

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.

July 12, 2023, SuRo Capital Corp.

invested $ 0.5 million in Shogun Enterprises, Inc (d/b/a Hearth)’s Series B-4 Preferred financing

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.

On July 11, 2023, AltC Acquisition Corp.

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.

On July 19, 2023, Colombier

Acquisition Corp.

(“Colombier”) stockholders approved a business combination with PSQ Holdings, Inc.

(d/b/a PublicSq.)

and related proposals at a special meeting.

As part of the

transaction, SuRo Capital Corp.’s Share units in AltC Sponsor LLC converted to 24,900

Class A Common shares and 214,400

Class B Common shares.

SuRo Capital Corp.’s AltC Sponsor LLC position is adjusted for certain lock-up provisions.

July 19, 2023, Colombier Acquisition Corp.

(“Colombier”) stockholders approved a business combination with PSQ Holdings,

(d/b/a PublicSq.) 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,

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 PublicSq.).

SuRo Capital Corp.’s shares of PSQ Holdings, Inc.

(d/b/a PublicSq.) Class A Common shares are subject to

certain restrictions on transfer, while the Company’s PSQ Holdings, Inc.

warrants are freely tradable.

(d/b/a PublicSquare)

Class A Common shares are subject to contractual sale restrictions in the form of a lock-up agreement applicable to the common

shares after the company’s IPO, while the PSQ Holdings, Inc.

(d/b/a PublicSquare) warrants are freely tradable.

agreement expires on July 19, 2024.

The lock-up agreement has early lock-up expiration provisions which would allow SuRo Capital

to sell its Class A common shares in PSQ Holdings, Inc.

(d/b/a PublicSquare) if the closing price of the Class A common stock

equals or exceeds $ 12.00

per share, as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations for any 20 trading days within any

30 trading day period commencing on December 16, 2023.

On August 1, 2023, Churchill Capital Corp.

VII announced it signed a definitive agreement to merge with CorpAcq Holdings Limited.

The fair value of SuRo Capital Corp.’s Churchill Sponsor VII LLC position is adjusted for certain lock-up provisions.

CAPITAL CORP.

3 unchanged sentences

Headquarters/

Date of Initial Investment

NON-CONTROLLED/NON-AFFILIATE

5 unchanged sentences

Preferred shares, Series C 8%

Online Education

ServiceTitan, Inc.

Common shares

Contractor Management Software

Blink Health, Inc.

2 unchanged sentences

Preferred shares, Series C

Orchard Technologies, Inc.

Preferred shares, Series D

Real Estate Platform

Simple Agreement for Future Equity

Pharmaceutical Technology

Locus Robotics Corp.

2 unchanged sentences

Warehouse Automation

Aspiration Partners, Inc.

Marina Del Rey, CA

Preferred shares, Series A

Financial Services

Preferred shares, Series C

Fitness Technology

San Francisco, CA

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

Online Marketplace Finance

Nextdoor Holdings, Inc.

San Francisco, CA

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

Social Networking

NewLake Capital Partners, Inc.

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

New Canaan, CT

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

Cannabis REIT

Shogun Enterprises, Inc.

Enterprises, Inc.

(d/b/a Hearth) (13)

2 unchanged sentences

Preferred shares, Series B-2 (13)

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

Home Improvement Finance

Preferred shares, Series B-3 (13)

Home Improvement Finance

Preferred shares, Series B-4 (13)

Home Improvement Finance

Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026 (13)

Home Improvement Finance

FourKites, Inc.

Common shares

Supply Chain Technology

Technologies, Inc.

Preferred shares, Series D 8% (12)

Real Estate Platform

Senior Preferred shares, Series 2 (12)

Real Estate Platform

Senior Preferred shares, Series 1 7% (12)

Real Estate Platform

Common shares (12)

Real Estate Platform

Global Ventures 4 Plus Pte Ltd **

2 unchanged sentences

Venture Investment Fund

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

Preferred shares, Series A (6) (6)

Real Estate Platform

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

Singapore, Singapore

Neutron Holdings, Inc.

(d/b/a/ Lime)

San Francisco, CA

Junior Preferred shares, Series 1-D

Micromobility

Junior Preferred Convertible

Note 4% Due 5/11/2027 *** ***

Micromobility

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

Micromobility

San Francisco, CA

Common shares (3) **(3)

Retail Technology

Preferred shares, Investec Series **

Online Marketplace Finance

San Francisco, CA

1 unchanged sentence

Mobile Access Technology

Aventine Property Group, Inc.

Common shares*** ***

Cannabis REIT

Varo Money, Inc.

Simple Agreement for Future Equity

Mobile Access Technology

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

Preferred shares, Series A (6) (6)

Real Estate Platform

San Francisco, CA

7 unchanged sentences

Headquarters/

Date of Initial Investment

Skillsoft Corp.

Aventine Property Group, Inc.

Common shares*** ***

Online Education

Cannabis REIT

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

Philadelphia, PA

Convertible Note 6%, Due 10/17/2024 (4) **(7)(4)

Geolocation Technology

Streaming Solutions Inc.

3 unchanged sentences

Interactive Media & Services

(d/b/a Prophet Exchange) (7)

Simple Agreement for Future Equity (7)

Sports Betting

Sponsor LLC ** (10)(14)

Common shares, Class B **(10)(14)

Special Purpose Acquisition Company

Common shares, Class A **(10)(14)

Special Purpose Acquisition

Total **(10)(14)

Skillsoft Corp.**

Common shares (3) **(3)

Online Education

(d/b/a Compliable) (7)

1 unchanged sentence

Gaming Licensing

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

Convertible Note 6%, Due 8/17/2023*** **(7)***

Geolocation Technology

Technology, Inc.

(d/b/a FanPower) (7)

Preferred shares, Series Seed-2 (7)

Digital Media Technology

Markets, Inc.

6 unchanged sentences

Warrant units **(10)

Sponsor LLC ** (12)

Share units **(12)

Special Purpose Acquisition Company

Rent the Runway, Inc.

Common shares (3) **(3)

Subscription Fashion Rental

Sponsor VI LLC ** (12)

Common share units **(12)

Special Purpose Acquisition Company

Warrant units **(12)

Common shares (3) **(3)

Education Software

Neutron Holdings, Inc.

(d/b/a/ Lime)

Special Purpose Acquisition

Nextdoor Holdings, Inc.**

San Francisco, CA

Junior Preferred shares, Series 1-D

Micromobility

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

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

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

Social Networking

Technology, Inc.

(d/b/a FanPower) (7)

Preferred shares, Series Seed-2 (7)

Digital Media Technology

Kinetiq Holdings, LLC

Philadelphia, PA

Common shares, Class A

Social Data Platform

Singapore, Singapore

Common shares **

Retail Technology

Preferred shares, Investec Series **

Aspiration Partners, Inc.

Marina Del Rey, CA

Preferred shares, Series A

Financial Services

Preferred shares, Series C-3

Fullbridge, Inc.

6 unchanged sentences

Cannabis REIT

Kinetiq Holdings, LLC

Philadelphia, PA

Common shares, Class A

Social Data Platform

Total Non-controlled/Non-affiliate

7 unchanged sentences

Headquarters/

Date of Initial Investment

NON-CONTROLLED/AFFILIATE (1)

StormWind, LLC (5)

Scottsdale, AZ

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Preferred shares, Series C 8% *

Interactive Learning

Preferred shares, Series B 8% *

Interactive Learning

Preferred shares, Series A 8% *

Interactive Learning

Holdings, Inc.

(d/b/a PublicSquare) ** (3)(15)

West Palm Beach, FL

Common shares, Class A *

** (1)(3)(15)

E-Commerce Marketplace

Warrants, Strike Price $11.50, Expiration Date 7/19/2028 *

** (1)(3)(15)

OneValley, Inc.

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San Mateo, CA

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

Derivative Security, Expiration

Date 8/23/2024 (9) *

Global Innovation Platform

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

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

Ozy Media, Inc.

Mountain View, CA

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

Digital Media Platform

Preferred shares, Series B 6% (1)

Preferred shares, Series A 6% (1)

Preferred shares, Series Seed 6% (1)

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

Promissory Note 8% Due 8/23/2024 (4) *

Innovation Platform

Maven Research, Inc.

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Mobile Finance Technology

Colombier Sponsor LLC ** (12)

Sponsor II LLC ** (10)

Palm Beach, FL

Class B Units *

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Class W Units *

Total (2)**(12)

Purpose Acquisition Company

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

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accompanying notes to condensed consolidated financial statements.

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

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

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

CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

assets that SuRo Capital Corp.

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Holdings, Inc.

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

Capital Corp.’s 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.

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(d/b/a FanPower),

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

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

(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”).

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

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.

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

do not entitle SuRo Capital Corp.

to a preferred dividend.

SuRo Capital Corp.

does not anticipate that SPBRX, INC.

will pay distributions on a quarterly or regular

basis or become a predictable distributor of distributions.

August 23, 2019, SuRo Capital Corp.

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

the year ended December 31, 2022, approximately $ 1.2 million has been received from Residential Homes for Rent, LLC (d/b/a Second

Avenue) related to the 15 % term loan due December 23, 2023.

Of the proceeds received, approximately $ 1.0 million repaid a portion

of the outstanding principal and the remaining was attributed to interest.

an investment that is the sponsor of a special purpose acquisition company formed for the purpose of effecting a merger, capital

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

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.

January 13, 2023, SuRo Capital Corp.

invested $ 2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing

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.

July 12, 2023, SuRo Capital Corp.

invested $ 0.5 million in Shogun Enterprises, Inc.

(d/b/a Hearth)’s Series B-4 Preferred financing

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.

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.

July 19, 2023, Colombier Acquisition Corp.

(“Colombier”) stockholders approved a business combination with PSQ Holdings,

(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.

freely tradable.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

1— NATURE OF OPERATIONS

Capital Corp.

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

known as Sutter Rock Capital Corp.

(“we”, “us”, “our”, the “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

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

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”).

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, our common stock traded on the Nasdaq Capital Market under the same symbol (“SSSS”).

began its investment operations during the second quarter of 2011.

table below displays the Company’s subsidiaries as of September 30, 2023, which, other than GSV Capital Lending, LLC (“GCL”)

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.

table below displays the Company’s subsidiaries as of March 31, 2024, 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

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OF COMPANY’S SUBSIDIARIES

Jurisdiction of

Incorporation

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

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

The Company may also invest

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

companies that otherwise meet its investment

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

agreements, and private investment in public equity transactions of special purpose acquisition companies (“SPACs”).

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

companies that otherwise

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

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

2— SIGNIFICANT ACCOUNTING POLICIES

of Presentation

interim unaudited condensed consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity

generally accepted accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q 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.

The interim unaudited condensed

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-Q 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.

results of operations for the current interim period are not necessarily indicative of results that ultimately may be achieved for any

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AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

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

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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

as of the valuation date.

If there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35, as modified by ASU 2022-03 (as defined below),

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.

participants who would buy the security, the Company will consider those restrictions in the fair value determination of that security.

Contractual sale

restrictions on the sale or use of a security which are an entity-specific characteristic, rather than a security-specific characteristic

(as discussed in ASU 2022-03), are not considered in the fair value determinations for such securities.

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

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AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

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;

comparisons to prices from secondary

market transactions;

venture capital financings;

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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.

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

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

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.

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

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

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

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

financial statements.

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 condensed consolidated financial statements.

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

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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.

available closing market prices.

These investments are generally classified as Level

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

For equity securities with readily available market quotations that are subject to entity-specific contractual

sale restrictions, rather than security-specific contractual sale restrictions, if such entity-specific contractual sale restrictions

first applied or were modified on or after December 15, 2023, the restrictions are not considered in the determination of fair value for

that security.

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

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

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

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

market comparables, and other factors.

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

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

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

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

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

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

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

In cases where a portfolio company’s capital

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

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

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

When equity-linked

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

Consolidated Statements of Operations and Condensed 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

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

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

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.

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 Condensed Consolidated Statements of Operations

and Condensed 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 Condensed Consolidated Statements of Cash Flows.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

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.

Treasuries), which are 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.

Company’s debt investments are valued at estimated fair value as determined in good faith by the Company’s Board of

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

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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

The Company’s options are valued at estimated fair value as determined in good faith by the Company’s Board

of Directors.

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.

Purpose Acquisition Companies

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

is equivalent to cost until a SPAC transaction is announced.

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

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

expected return method analyses and other techniques as deemed appropriate.

Upon completion of the SPAC transaction, the Board utilizes

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

The Company’s SPAC investments are valued

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

Company’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 security-specific contractual sale restrictions on selling.

Company’s SPAC investments are valued at estimated fair value as determined in good faith by the Company’s Board of

Investment Funds

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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 September 30, 2023 and December 31, 2022 for details regarding the nature and composition of the Company’s investment portfolio.

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.

Condensed Consolidated Schedules of Investments as of March 31, 2024 and December 31, 2023 for details regarding the nature and

composition of the Company’s investment portfolio.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

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.

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.

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

In situations where there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35 (as

modified by ASU 2022-03) 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.

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

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from contingent consideration are to be recognized when the amount of the contingent consideration becomes realized or realizable.

of September 30, 2023 and December 31, 2022, the Company had $ 309,484 and $ 628,332 , respectively, in escrow proceeds receivable.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of March 31, 2024 and December 31, 2023, the Company had $ 236,303 and $ 309,293 ,

respectively, in escrow proceeds receivable.

Financing Costs

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

These costs are deferred and amortized as part

of interest expense using the straight-line method over the respective life of the line of credit.

For modifications to a line of credit,

any unamortized origination costs are expensed.

Company records fees and expenses incurred in connection with financing or capital raising activities other than the Company’s

6.00 % Notes due 2026 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 financing instrument.

For modifications to a financing instrument, 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 September 30, 2023 and December 31, 2022, the Company had deferred financing costs of $ 611,736 and $ 555,761 , respectively,

on the Condensed Consolidated Statement of Assets and Liabilities.

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.

The Company records fees and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt

issuance costs.

Such costs are reflected in the carrying value of the 6.00% Notes due 2026, and not the Company’s deferred

financing costs .

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

March 31, 2024 and December 31, 2023, the Company had deferred financing costs of $ 577,900

and $ 594,726 ,

respectively, on the Condensed Consolidated Statement of Assets and Liabilities.

OF DEFERRED FINANCING COSTS

March 31, 2024

December 31, 2023

Deferred debt issuance costs

Deferred financing costs

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

to “Note 10 — Debt Capital Activities” for further detail regarding the Company’s deferred debt issuance costs.

Leases & Related Deposits

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the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options and the

expected volatility of our stock price.

Differences between actual results and these estimates could have a material effect on our financial

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.

Refer to “Note 11—Stock-Based

Compensation” for further detail.

Company recognizes gains or losses on the sale of investments using the specific identification method.

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on the Condensed Consolidated Statement of Assets and Liabilities as escrow deposits.

As of September 30, 2023 and December 31, 2022,

the Company had no escrow deposits.

As of March 31, 2024 and December 31, 2023, the

Company had no escrow deposits.

Appreciation or Depreciation of Investments

appreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Federal and State Income Taxes

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To qualify for tax treatment as a RIC, among other things, the Company is required to meet certain source of income

and asset diversification requirements and timely distribute to its stockholders at least the sum of 90% of our investment company taxable

income (“ICTI”), including payment-in-kind interest income, as defined by the Code, and 90% of our net tax-exempt interest

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

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31 of the subsequent tax year to which it was carried forward.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year

9 unchanged sentences

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 condensed consolidated financial statements.

federal and state

income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.

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 condensed consolidated financial statements of the Company.

Included in the Company’s condensed 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 Condensed

Consolidated Financial Statements.

it is not treated as a RIC, the Company will be taxed as a regular corporation (a “C Corporation”) under Subchapter C of

24 unchanged sentences

Refer to “Note 9—Income Taxes” for further details.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Share Information

8 unchanged sentences

per Common Share—Basic and Diluted” for further detail.

Issued Accounting Standards

Recently Adopted Accounting Standards

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.

Fair Value Measurement of Equity Securities

Subject to Contractual Sale Restrictions.” This change prospectively 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 applied prospectively.

The Company adopted the requirements of ASU 2022-03 during the period ended March 31, 2024.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

Recently Issued Accounting Standards

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

Early adoption is permitted;

of ASU 2022-03 is not expected to have a material impact on the Company’s future financial statements.

however, the Company has not elected to adopt this provision as of the date of the condensed

consolidated financial statements.

The Company is still assessing the impact of the new

However, it does not expect ASU 2023-09 to have a material impact on the Company’s future financial statements.

time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company

1 unchanged sentence

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.

will not have a material impact on its condensed consolidated financial statements upon adoption.

3— RELATED-PARTY ARRANGEMENTS

21 unchanged sentences

Klein, the Company’s Chairman, Chief Executive Officer

and President, has a non-controlling interest in the entity that controls Churchill Sponsor VI LLC, and is a non-controlling member of

the board of directors of Churchill Capital Corp VI.

The Company’s investment in Churchill Sponsor VII LLC, the sponsor of Churchill

Capital Corp.

VII, a SPAC, also constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the

fact that Mr.

Klein has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling member

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.

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 .

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.

In addition, Mr.

Klein’s brother, Michael Klein, is a control person

of such Churchill entities.

As of September 30, 2023, the fair values of the Company’s investments in Churchill Sponsor VI LLC

and Churchill Sponsor VII LLC were $ 200,000 and $ 387,216 , respectively.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2024, the fair value of the Company’s investment in Churchill Sponsor VII LLC was $ 394,774 .

Company’s investment in Skillsoft Corp.

1 unchanged sentence

transaction for purposes of the 1940 Act in light of the fact that Mr.

Klein has a non-controlling interest in the entity that controls

Klein has a non-controlling interest in the entity that controlled

Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp.

5 unchanged sentences

Klein’s brother, Michael

Klein, is a control person of such Churchill entities.

As of September 30, 2023, the fair value of the Company’s investment in

Skillsoft Corp.

was $ 873,840 .

Klein, was a control person of such Churchill entities.

As of March 31, 2024, the fair value of the Company’s investment in Skillsoft was $ 441,828 .

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

Company’s initial investment in Shogun Enterprises, Inc.

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 September 30, 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 $ 8,030,810 and $ 10,000,000 , respectively.

(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.

As of March 31, 2024, the fair value of the Company’s remote-affiliate investment in Shogun Enterprises, Inc.

(d/b/a Hearth) was $ 6,775,071 .

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

As of March 31, 2024, the fair value of the Company’s remote-affiliate investment in Architect Capital PayJoy SPV,

LLC was $ 10,000,000 .

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.

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

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 September 30, 2023, the fair values of the Company’s aggregate investments in

each of PSQ Holdings, Inc.

and AltC Sponsor LLC were $ 18,106,896

and $ 892,467 ,

respectively.

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).

As of March 31, 2024, the fair value of the Company’s investment in PSQ Holdings, Inc.

(d/b/a PublicSquare)

was $ 10,528,818 .

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 March 31, 2024, the fair value of the Company’s investment in AltC Sponsor LLC was $ 945,983 .

4— INVESTMENTS AT FAIR VALUE

1 unchanged sentence

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.

options or agreements to purchase or acquire 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.

Non-portfolio

investments represent investments in U.S.

Treasury securities.

As of September 30, 2023, the Company had 66 positions in 39 portfolio companies.

As of December 31, 2022, the Company

had 64 positions in 39 portfolio companies.

As of March 31, 2024, the Company had 63

positions in 38

portfolio companies.

As of December 31, 2023, the Company had 63

positions in 38

portfolio companies.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of

September 30, 2023 and December 31, 2022:

March 31, 2024 and December 31, 2023:

SCHEDULE OF COMPOSITION OF INVESTMENT PORTFOLIO

September 30, 2023

March 31, 2024

December 31, 2023

5 unchanged sentences

$ 113,934,393

$ 118,472,118

$ 117,214,465

Debt Investments

10 unchanged sentences

$ 247,892,104

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

geographic and industrial compositions of the Company’s portfolio at fair value as of September 30, 2023 and December 31, 2022

were as follows:

As of September 30, 2023

geographic and industrial compositions of the Company’s portfolio at fair value as of March 31, 2024 and December 31, 2023 were

As of March 31, 2024

As of December 31, 2023

5 unchanged sentences

$ 101,868,755

$ 108,500,197

International

1 unchanged sentence

$ 184,081,249

As of September 30, 2023

As of March 31, 2024

As of December 31, 2023

4 unchanged sentences

Education Technology

Financial Technology

Big Data/Cloud

Social/Mobile

Financial Technology

Social/Mobile/Consumer

Sustainability

3 unchanged sentences

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

table below details the composition of the Company’s industrial themes presented in the preceding tables:

Management Software

Supply Chain Technology

E-Commerce Marketplace

Chain Technology

Innovation Platform

2 unchanged sentences

Estate Platform

Sports Betting

Fashion Rental

Improvement Finance

3 unchanged sentences

Investment Fund

Social/Mobile

Media Platform

Media Technology

Social/Mobile/Consumer

Digital Media Technology

Media & Services

Lifestyle Beverage Brand

Access Technology

3 unchanged sentences

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

Valuation Inputs

fair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest

level of significant input used in the valuation as of September 30, 2023 and December 31, 2022 are as follows:

level of significant input used in the valuation as of March 31, 2024 and December 31, 2023 are as follows:

SCHEDULE OF FAIR VALUE OF INVESTMENT VALUATION INPUTS

As of September 30, 2023

Quoted Prices in

Active Markets for

Identical Securities

Significant Other

As of March 31, 2024

Investments at Fair Value

14 unchanged sentences

As of December 31, 2023

Quoted Prices in

Active Markets for

Identical Securities

Significant Other

Investments at Fair Value

6 unchanged sentences

Publicly Traded Portfolio Companies

Total Portfolio Investments

Non-Portfolio Investments

5 unchanged sentences

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

Unobservable Inputs for Level 3 Assets and Liabilities

accordance with FASB ASC 820, Fair Value Measurement , the tables below provide quantitative information about the fair value measurements

of the Company’s Level 3 assets as of September 30, 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 may also use other valuation techniques and methodologies

of the Company’s Level 3 assets as of March 31, 2024 and December 31, 2023.

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.

2 unchanged sentences

To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’s

Level 3 fair value measurements as of September 30, 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.

“Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.

Level 3 fair value measurements as of March 31, 2024 and December 31, 2023.

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

of September 30, 2023

of March 31, 2024

Technique (1)

Unobservable Inputs (2)

(Weighted Average) (3)

Common stock in private companies

in private companies

Market approach

Revenue multiples

0.12 x - 10.08 x ( 8.23 x)

Preferred stock in private companies

- 25.0 % ( 18.3 % )

Discount Rate

Preferred stock in private

$ 113,934,393

Market approach

2 unchanged sentences

Discount rate

Revenue multiples

Debt investments

1 unchanged sentence

Revenue multiples

0.50 x - 5.43 x ( 4.97 x)

- 1.82 x ( 1.70 x)

Discount Rate

Option Pricing Model

Term to expiration (Years)

- 5.25 ( 0.54 )

of September 30, 2023, the Board used a hybrid market and income approach to value certain common and preferred stock investments

as the Board felt this approach better reflected the fair value of these investments.

In considering multiple valuation approaches

(and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period

of measurement to the next;

however, the weighting of each in determining the final fair value of a Level 3 investment may change

based on recent events or transactions.

The hybrid approach may also consider certain risk weightings to account for the uncertainty

of future events.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for

Board considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments.

Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity

events, the type and availability of unobservable inputs may change.

Increases/(decreases) in revenue multiples, earnings before

interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower)

fair values, all else equal.

Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in higher (lower)

fair values, all else equal.

The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable

companies and available precedent sales transactions of comparable companies.

The Board carefully considers numerous factors when

selecting the appropriate companies whose multiples are used to value its portfolio companies.

These factors include, but are not

limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability

and growth expectations.

In general, precedent transactions include recent rounds of financing, recent purchases made by the Company,

and tender offers.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for

Discount Rate

- 18 % ( 16.0 % )

of March 31, 2024, 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.

Board of Directors considers all relevant information that can reasonably be obtained when determining the fair value of Level 3

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.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

weighted averages are calculated based on the fair market value of each investment.

2 unchanged sentences

Expected Return Method, or “PWERM”.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of December 31, 2023

Technique (1)

Unobservable Inputs (2)

(Weighted Average) (3)

Market approach

Revenue multiples

1.06 x - 4.42 x ( 1.74 x)

Liquidation Value

Common stock in private companies

8.62 x - 12.62 x ( 10.94 x)

in private companies

Market approach

Revenue multiples

0.47 x - 5.45 x ( 2.38 x)

Liquidation Value

Discounted cash flow

Discount rate

- 11.13 x ( 9.29 x)

- 25.0 % ( 18.5 % )

Preferred stock in private companies

Discount Rate

Preferred stock in private

$ 122,744,564

Market approach

Revenue multiples

- 11.41 x ( 2.73 x)

10.0 % ( 10.0 %)

Financing Risk

10.0 % ( 10.0 %)

Discount rate

Debt investments

1 unchanged sentence

Revenue multiples

0.47 x - 5.45 x ( 3.6 x)

Option pricing model

- 1.66 x ( 1.56 x)

Term to expiration (Years)

1.00 x - 5.29 x ( 1.65 x)

Discounted cash flow

- 5.63 ( 0.79 )

Discount Rate

- 18% ( 16.0 % )

of December 31, 2022, the Board used a hybrid market and income approach to value certain common and preferred stock investments

as the Board felt this approach better reflected the fair value of these investments.

In considering multiple valuation approaches

(and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period

of measurement to the next;

however, the weighting of each in determining the final fair value of a Level 3 investment may change

based on recent events or transactions.

The hybrid approach may also consider certain risk weightings to account for the uncertainty

of future events.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for

Board considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments.

Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity

events, the type and availability of unobservable inputs may change.

Increases/(decreases) in revenue multiples, earnings before

interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower)

fair values, all else equal.

Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in higher (lower)

fair values, all else equal.

The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable

companies and available precedent sales transactions of comparable companies.

The Company carefully considers numerous factors when

selecting the appropriate companies whose multiples are used to value its portfolio companies.

These factors include, but are not

limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability

and growth expectations.

In general, precedent transactions include recent rounds of financing, recent purchases made by the Company,

and tender offers.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for

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.

Board of Directors considers all relevant information that can reasonably be obtained when determining the fair value of Level 3

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.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

weighted averages are calculated based on the fair market value of each investment.

2 unchanged sentences

Expected Return Method, or “PWERM”.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

aggregate values of Level 3 assets and liabilities changed during the nine months ended September 30, 2023 as follows:

aggregate values of Level 3 assets and liabilities changed during the three months ended March 31, 2024 as follows:

SCHEDULE OF AGGREGATE VALUE OF ASSETS AND LIABILITIES

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Fair Value as of December 31, 2023

1 unchanged sentence

$ 168,568,251

Transfers out of Level 3

Purchases, capitalized fees and interest

Sales/Maturity of investments

( 1,002,629 )

Exercises and conversions (1)

( 2,859,095 )

Realized gains/(losses)

Net change in unrealized appreciation/(depreciation) included in earnings

( 18,814,105 )

( 16,738,799 )

Net change in unrealized appreciation/(depreciation) included in earnings

Transfers out of Level 3 (1)

Fair Value as of September 30, 2023

Fair Value as of March 31, 2024

$ 113,934,393

$ 161,833,386

Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of September 30, 2023

Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of March 31, 2024

$ ( 18,814,105 )

$ ( 142,828 )

During the nine months

ended September 30, 2023, the Company’s portfolio investments had the following corporate actions which are reflected

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

Class A Common Shares

Shogun Enterprises, Inc.

(d/b/a Hearth)

Convertible Note 0.5 %

B-3 Preferred Shares

Colombier Sponsor LLC

Class B Units

Class W Units

PSQ Holdings, Inc.

Class A Common Shares (Level 2)

PSQ Holdings, Inc.

Warrants (Level 1)

AltC Sponsor LLC

Common shares, Class A

Common shares, Class B

$ ( 16,738,799 )

aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2023 as follows:

14 unchanged sentences

( 1,374,302 )

Realized gains/(losses)

Net change in unrealized appreciation/(depreciation) included in earnings

Exercises and conversions (1)

( 2,859,095 )

Realized gains/(losses)

( 10,914,376 )

( 9,815,023 )

Net change in unrealized appreciation/(depreciation) included in earnings

( 2,010,693 )

Transfers out of Level 3 (1)

Fair Value as of December 31, 2023

8 unchanged sentences

$ ( 512,480 )

$ ( 70,818,192 )

During the year ended December

31, 2022, the Company’s portfolio investments had the following corporate actions which are reflected above:

Shares, Class AA

Preferred Shares

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

Common shares (Level 2)

warrants, Strike Price $ 3.98 , Expiration Date 11/9/2025 (Level 2)

SURO CAPITAL CORP.

the year ended December 31, 2023, the Company’s portfolio investments had the following corporate actions which are reflected

Technologies, Inc.

shares, Series D

Agreement for Future Equity

Preferred shares, Series 1

Preferred shares, Series 2

Shares, Class A

Enterprises, Inc.

(d/b/a Hearth)

Shares, Series B-3

Holdings, Inc.

(d/b/a PublicSquare) - Common shares, Class A (Level 2)

Holdings, Inc.

(d/b/a PublicSquare) Warrants (Level 1)

shares, Class A

shares, Class B

CAPITAL CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

of Investments In, and Advances to, Affiliates

during the nine months ended September 30, 2023 involving the Company’s controlled investments and non-controlled/affiliate investments

during the three months ended March 31, 2024 involving the Company’s controlled investments and non-controlled/affiliate investments

were as follows:

1 unchanged sentence

Type/Industry/Portfolio Company/Investment

Interest, Fees, or

Dividends Credited

Fair Value at December 31, 2022

Transfer In/ (Out)

Gains/(Losses)

Fair Value at September 30, 2023

CONTROLLED INVESTMENTS * (2)

Special Purpose Acquisition Company

Colombier Sponsor LLC**–Class W Units (6)

Colombier Sponsor II LLC**–Class W Units

Total Options

8 unchanged sentences

Special Purpose Acquisition Company

Colombier Sponsor LLC**–Class B Units (6)

Colombier Sponsor II LLC**–Class B Units

Total Common Stock

5 unchanged sentences

(f/k/a NestGSV, Inc.) –Convertible Promissory Note 8 %, Due 8/23/2024 (4)

$ ( 776,164 )

Total Debt Investments

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

Type/Industry/Portfolio Company/Investment

Gains/(Losses)

Preferred Stock

3 unchanged sentences

Total Knowledge Networks

Digital Media Platform

Ozy Media, Inc.–Preferred shares, Series C-2 6% (7)

( 2,414,178 )

Ozy Media, Inc.–Preferred shares, Series B 6% (7)

( 4,999,999 )

Ozy Media, Inc.–Preferred shares, Series A 6% (7)

( 3,000,200 )

Ozy Media, Inc.–Preferred shares, Series Seed 6% (7) (7)

Total Digital Media Platform

( 10,914,377 )

Interactive Learning

4 unchanged sentences

Total Interactive Learning

( 1,895,783 )

Total Preferred Stock

( 1,895,783 )

Digital Media Platform

Ozy Media, Inc.–Common Warrants, Strike Price $ 0.01 , Expiration Date 4/9/2028 (7)

Global Innovation Platform

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $ 2.31 , Expiration Date 12/31/2023

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024 (6)

2 unchanged sentences

PSQ Holdings, Inc.

(d/b/a PublicSq.)**–Warrants (6)

(d/b/a PublicSquare)** (7)(3) – Warrants

Total Options

3 unchanged sentences

PSQ Holdings, Inc.

(d/b/a PublicSq.)**–Class A Common shares (6)

(d/b/a PublicSquare)** (7)(3) – Common shares, Class A

Total Common Stock

1 unchanged sentence

$ ( 102,998 )

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”).

$ ( 2,016,698 )

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 September 30, 2023,

21.30 % of its total investments are non-qualifying assets.

*** Investment

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

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

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

of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as

determined in good faith by the Company’s Board of Directors.

(Refer to “Note 2—Significant Accounting Policies—Investments

at Fair Value”).

assets that SuRo Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.

the Company’s total investments as of March 31, 2024, 15.66 % of its total investments are non-qualifying assets.

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.

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.

with the right to elect directors) of such company.

Investments” are investments in those companies that are “Controlled Companies”

of SuRo Capital Corp., as defined in the 1940 Act.

In general, under the 1940 Act, the Company

would “Control” a portfolio company if the Company beneficially owns, directly

or indirectly, more than 25% of its outstanding voting securities (i.e., securities with

the right to elect directors) and/or had the power to exercise control over the management

or policies of such portfolio company.

of September 30, 2023, the investments noted had been placed on non-accrual status.

Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s

wholly owned subsidiary, GSVC SW Holdings, Inc.

owns, directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with the right to elect directors) of

such company.

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

in the 1940 Act.

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

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

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

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

Refer to “Note 4—Investments

at Fair Value”.

of March 31, 2024, the investments noted had been placed on non-accrual status.

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

Holdings, Inc.

August 23, 2019, SuRo Capital Corp.

amended the structure of its investment in OneValley,

amended the structure of its investment in OneValley, Inc.

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

As part of the agreement, SuRo Capital Corp.’s equity holdings

(warrants notwithstanding) were restructured into a derivative security.

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

OneValley, Inc.

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

ending August 23, 2024, while SuRo Capital Corp.

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

while SuRo Capital Corp.

can put the shares to OneValley, Inc.

NestGSV, Inc.) at the end of the five year period.

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

July 19, 2023, Colombier Acquisition Corp.

2 unchanged sentences

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

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.

1 unchanged sentence

SuRo Capital Corp.’s shares of PSQ Holdings, Inc.

(d/b/a PublicSq.) Class A

Common shares are subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc.

warrants are freely

March 1, 2023, Ozy Media, Inc.

suspended operations.

On May 4, 2023, SuRo Capital Corp.

its investment in Ozy Media, Inc.

SURO CAPITAL CORP.

(d/b/a PublicSquare)

Class A Common shares are subject to contractual sale restrictions in the form of a lock-up agreement applicable to the common shares after the company’s

IPO, while the PSQ Holdings, Inc.

(d/b/a PublicSquare) warrants are freely tradable.

The lock-up agreement expires on July 19, 2024.

lock-up agreement has early lock-up expiration provisions which would allow SuRo Capital Corp.

to sell its Class A common shares in PSQ

Holdings, Inc.

(d/b/a PublicSquare) if the closing price of the Class A common stock equals or exceeds $ 12.00 per share, as adjusted for

stock splits, stock dividends, reorganizations, and recapitalizations for any 20 trading days within any 30 trading day period commencing

on December 16, 2023.

CAPITAL CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

of Investments In, and Advances to, Affiliates

1 unchanged sentence

were as follows:

Type/Industry/Portfolio Company/Investment

Value at December 31, 2021

Type/Industry/Portfolio

Company/Investment

Gains/(Losses)

Value at December 31, 2022

INVESTMENTS * (2)

Special Purpose Acquisition Company

Purpose Acquisition Company

Colombier Sponsor

II LLC**–Class W Units

$ ( 262,347 )

Sponsor LLC** (6) –Class W Units

( 1,159,150 )

Total Options

( 1,159,150 )

Preferred Stock

Clean Technology

(f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A (4)

Sustainability Partners, Inc.)–Preferred shares, Class A

Total Preferred Stock

Clean Technology

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

Mobile Finance Technology

Architect Capital PayJoy SPV, LLC**–Membership

Interest in Lending SPV***

Special Purpose Acquisition Company

Sustainability Partners, Inc.)–Common shares

Finance Technology

Architect Capital PayJoy

SPV, LLC**–Membership Interest in Lending SPV***

Purpose Acquisition Company

Colombier Sponsor II LLC**–Class

Sponsor LLC** (6) –Class B Units

Total Common Stock

( 1,556,587 )

CONTROLLED INVESTMENTS* (2)

$ ( 2,715,737 )

$ ( 600,693 )

NON-CONTROLLED/AFFILIATE

1 unchanged sentence

Debt Investments

Global Innovation Platform

Innovation Platform

(f/k/a NestGSV, Inc.) –Convertible Promissory Note 8%, Due 8/23/2024 (3)

$ ( 720,805 )

Total Debt Investments

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

Type/Industry/Portfolio

Company/Investment

Gains/(Losses)

Preferred Stock

Maven Research,

Inc.–Preferred shares, Series C

Research, Inc.–Preferred shares, Series B

Knowledge Networks

Maven Research, Inc.–Preferred shares, Series

Maven Research, Inc.–Preferred

shares, Series B

Total Knowledge Networks

Media Platform

(7) – Preferred shares, Series C-2 6%

( 2,414,178 )

(7) – Preferred shares, Series B 6%

( 4,999,999 )

(7) – Preferred shares, Series A 6%

( 3,000,200 )

(7) – Preferred shares, Series Seed 6%

Digital Media Platform

Ozy Media, Inc.–Preferred shares, Series C-2

Ozy Media, Inc.–Preferred shares, Series B 6%

Ozy Media, Inc.–Preferred shares, Series A 6%

Ozy Media, Inc.–Preferred

shares, Series Seed 6%

Total Digital Media Platform

Interactive Learning

( 10,914,377 )

LLC (4) – Preferred shares, Series D 8%

4 unchanged sentences

— 9,950,835 — —

— 2,585,040 12,535,875 6.16 %

Total Preferred Stock — 9,950,835 — —

1 unchanged sentence

Media Platform

Ozy Media, Inc.–Common Warrants, Strike Price

(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 5/29/2022

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

(f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024 (5) 1

Innovation Platform — 652,127 — —

( 5,080 ) ( 26,120 ) 620,927 0.31 %

Total Global Innovation Platform

Holdings, Inc.

(d/b/a PublicSquare)** (6) –Warrants

2,396,037 — — 1,159,150 —

Total Options

187,872 936,096 1,964,750 0.97 %

Online Education

Curious.com, Inc.–Common shares

Total Common Stock

— 652,127 1,159,150 —

152,145 940,623 2,585,677 1.27 %

Inc.–Common shares 1,135,944 — — — —

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 %

Common Stock —

NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)

$ ( 10,762,233 )

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”).

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

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

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

of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as

determined in good faith by the Company’s Board of Directors.

(Refer to “Note 2—Significant Accounting Policies—Investments

at Fair Value”).

assets that SuRo Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.

the Company’s total investments as of December 31, 2023, 14.03 % of its total investments are non-qualifying assets.

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.

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.

with the right to elect directors) of such company.

Investments” are investments in those companies that are “Controlled Companies”

of SuRo Capital Corp., as defined in the 1940 Act.

In general, under the 1940 Act, the Company

would “Control” a portfolio company if the Company beneficially owns, directly

or indirectly, more than 25% of its outstanding voting securities (i.e., securities with

the right to elect directors) and/or had the power to exercise control over the management

or policies of such portfolio company.

owns, directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with the right to elect directors) of

such company.

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

in the 1940 Act.

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

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

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

of December 31, 2023, the investments noted had been placed on non-accrual status.

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

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.

Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s

wholly owned subsidiary, GSVC SW Holdings, Inc.

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

Holdings, Inc.

August 23, 2019, SuRo Capital Corp.

amended the structure of its investment in OneValley,

amended the structure of its investment in OneValley, Inc.

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

As part of the agreement, SuRo Capital Corp.’s equity holdings

(warrants notwithstanding) were restructured into a derivative security.

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

OneValley, Inc.

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

ending August 23, 2024, while SuRo Capital Corp.

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

while SuRo Capital Corp.

can put the shares to OneValley, Inc.

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.

SURO CAPITAL CORP.

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

July 19, 2023, Colombier Acquisition Corp.

(“Colombier”) stockholders approved a business combination with PSQ Holdings,

(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.

freely tradable.

March 1, 2023, Ozy Media, Inc.

suspended operations.

On May 4, 2023, SuRo Capital Corp.

abandoned its investment in Ozy Media, Inc.

CAPITAL CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

5— COMMON STOCK

3 unchanged sentences

million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”).

On November 7, 2017, the

Company’s Board of Directors authorized an extension of, and an increase in the amount of shares of the Company’s common

stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the

repurchase of $ 10.0 million in aggregate amount of the Company’s common stock.

On May 3, 2018, the Company’s Board of Directors

authorized a $ 5.0 million increase in the amount of shares of the Company’s common stock that may be repurchased under the discretionary

Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $ 15.0 million in aggregate amount of the

Company’s common stock.

On November 1, 2018, our Board of Directors authorized a $ 5.0 million increase in the amount of shares

of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2019

or (ii) the repurchase of $ 20.0 million in aggregate amount of our common stock.

On August 5, 2019, our Board of Directors authorized

a $ 5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase

Program until the earlier of (i) August 4, 2020 or (ii) the repurchase of $ 25.0 million in aggregate amount of our common stock.

9, 2020, our Board of Directors authorized a $ 5.0 million increase in the amount of shares of our common stock that may be repurchased

under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $ 30.0 million in aggregate

amount of our common stock.

On October 28, 2020, our Board of Directors authorized a $ 10.0 million increase in the amount of shares of

our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2021 or

(ii) the repurchase of $ 40.0 million in aggregate amount of our common stock.

On October 27, 2021, our Board of Directors approved an

extension of the Share Repurchase Program until the earlier of (i) October 31, 2022 or (ii) the repurchase of $ 40.0 million in aggregate

amount of our common stock.

On March 13, 2022, our Board of Directors authorized a $ 15.0 million increase in the amount of shares of

our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2022 or

(ii) the repurchase of $ 55.0 million in aggregate amount of our common stock.

On October 19, 2022, the Company’s Board of Directors

approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2023 or (ii) the repurchase of $ 55.0 million

in aggregate amount of the Company’s common stock.

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.

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.

timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment

5 unchanged sentences

procedures and the applicable provisions of the 1940 Act and the Exchange Act.

the three and nine months ended September 30, 2023, the Company repurchased 186,493

of the Company’s common stock under the

Share Repurchase Program.

During the three and nine months ended September 30, 2022, the Company repurchased 0

and 1,008,676

shares, respectively, of the Company’s common stock under

the Share Repurchase Program.

As of September 30, 2023, the dollar value of shares that remained available to be purchased by the Company

under the Share Repurchase Program was approximately $ 20.7

Dutch Auction Tender Offer

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.

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.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the three months ended March 31, 2024 and 2023, the Company repurchased 0

shares of the Company’s common stock under the Share Repurchase Program.

As of March 31, 2024, the dollar value of shares that

remained available to be purchased by the Company under the Share Repurchase Program was approximately $ 20.7 million.

and Restated 2019 Equity Incentive Plan

2 unchanged sentences

At-the-Market

July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the “Initial Sales Agreement”),

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 Initial

Sales Agreement, the Company may, but has no obligation to, issue and sell up to $ 50.0 million in aggregate amount of shares of its common

stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM Program”).

On September 23, 2020, the Company increased the maximum amount of Shares to be sold through the ATM Program to $ 150.0 million from $ 50.0

In connection with the upsize of the ATM Program to $ 150.0 million, the Company entered into Amendment No.

1 to the At-the-Market

Sales Agreement, dated September 23, 2020, with the Agents (the “Amendment No.

1 to the Sales Agreement,” and together with

the Initial Sales Agreement, the “Sales Agreement”).

The Company intends to use the net proceeds from the ATM Program to

make investments in portfolio companies in accordance with its investment objective and strategy and for general corporate purposes.

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.

of the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415

under the Securities Act, including sales made directly on the Nasdaq Global Select Market or sales made to or through a market maker

other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other

negotiated prices.

Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from time to time.

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.

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

2 unchanged sentences

agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

the three and nine months ended September 30, 2023, the Company did not issue or sell shares under the ATM program.

During the three and nine

months ended September 30, 2022, the Company issued and sold 0 and 17,807 shares, respectively, 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

As of September 30, 2023, up to approximately $ 98.8 million in aggregate amount of the Shares remain available for sale

under the ATM Program.

SURO CAPITAL CORP.

the three months ended March 31, 2024 and 2023, the Company did not issue or sell Shares under the ATM Program.

As of March 31,

2024, up to approximately $ 98.8 million

in aggregate amount of the Shares remain available for sale under the ATM Program.

CAPITAL CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

6— NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED

following information sets forth the computation of basic and diluted net change in net assets resulting from operations per common

share, pursuant to ASC 260, for the three and nine months ended September 30, 2023 and 2022.

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 three months ended March 31, 2024 and 2023.

SCHEDULE OF BASIC AND

DILUTED COMMON SHARE

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

Earnings per common share–basic:

1 unchanged sentence

$ ( 22,065,346 )

$ ( 119,785,483 )

Weighted-average common shares–basic

3 unchanged sentences

$ ( 22,065,346 )

$ ( 119,785,483 )

Weighted-average common shares outstanding–diluted (1)

Earnings per common share–diluted

the three and nine months ended September 30, 2023 and September 30, 2022, there were no potentially

dilutive securities outstanding.

For the three months ended March 31, 2024 and March 31, 2023, there were no potentially dilutive securities outstanding.

7— COMMITMENTS AND CONTINGENCIES

13 unchanged sentences

lease cost that is amortized on a straight-line basis over the life of the lease.

of September 30, 2023 and December 31, 2022, the Company booked a right-of-use asset and operating lease liability of $ 159,693 and $ 288,268 ,

of March 31, 2024 and December 31, 2023, the Company booked a right-of-use asset and operating lease liability of $ 64,449

and $ 112,485 ,

respectively, on the Condensed Consolidated Statement of Assets and Liabilities.

As of September 30, 2023 and December 31, 2022, the

Company recorded a security deposit of $ 16,574 and $ 16,574 , respectively, on the Condensed Consolidated Statement of Assets and Liabilities.

For the three months ended September 30, 2023 and 2022, the Company incurred $ 52,472 and $ 48,738 , respectively, of operating lease expense.

For the nine months ended September 30, 2023 and 2022, the Company incurred $ 151,637 and $ 143,459 , respectively, of operating lease expense.

The amounts reflected on the Condensed Consolidated Statement of Assets and Liabilities have been discounted using the rate implicit

in the lease.

As of September 30, 2023, the remaining lease term was 0.8 years and the discount rate was 3.00 %.

following table shows future minimum payments under the Company’s operating lease as of September 30, 2023:

OF FUTURE MINIMUM PAYMENTS OF OPERATION LEASE

For the Years Ended December 31,

SURO CAPITAL CORP.

As of March 31, 2024 and December 31, 2023, the

Company recorded a security deposit of $ 16,574 and

respectively, on the Condensed Consolidated Statement of Assets and Liabilities.

For the three months ended March 31, 2024 and 2023,

the Company incurred $ 52,662 and

respectively, of operating lease expense.

The amounts reflected on the Condensed Consolidated Statement of Assets and Liabilities

have been discounted using the rate implicit in the lease.

As of March 31, 2024, the remaining lease term was 0.3

years and the discount rate was 3.00 %.

CAPITAL CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

following table shows future minimum payments under the Company’s operating lease as of March 31, 2024:

OF FUTURE MINIMUM PAYMENTS OF OPERATION LEASE

For the Year Ended December 31,

8— FINANCIAL HIGHLIGHTS

OF FINANCIAL HIGHLIGHTS

Three Months Ended

September 30,

Nine Months Ended

September 30,

Per Basic Share Data

Net asset value at beginning of period

Net investment loss (1)

Net realized gain/(loss) on investments (1)

Net change in unrealized appreciation/(depreciation) of investments (1)

Dividends declared

Issuance of common stock from public offering (1)

Repurchase of common stock (1)

Months Ended March 31,

asset value at beginning of the year

Net investment

gain/(loss) on investments (1)

in unrealized appreciation/(depreciation) of investments (1)

Stock-based compensation (1)

Net asset value at end of period

Per share market value at end of period

Total return based on market value (2)

Total return based on net asset value (2)

Shares outstanding at end of period

Ratios/Supplemental Data:

Net assets at end of period

$ 211,971,043

$ 221,783,611

value at end of period

Per share market value at end

based on market value (2)

based on net asset value (2)

Shares outstanding

at end of period

Ratios/Supplemental

at end of period

$ 181,721,135

3 unchanged sentences

$ 209,347,362

$ 206,224,853

$ 340,160,110

Ratio of net operating expenses to average net assets (3)

Ratio of net investment loss to average net assets (3)

Portfolio Turnover Ratio

net operating expenses to average net assets (3)

net investment loss to average net assets (3)

Turnover Ratio

on weighted-average number of shares outstanding for the relevant period.

return based on market value is based upon the change in market price per share between the

opening and ending market values per share in the period, adjusted for dividends and equity

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) Financial

highlights for periods of less than one year are annualized and the ratios of operating expenses

to average net assets and net investment loss to average net assets are adjusted accordingly.

Because the ratios are calculated for the Company’s common stock taken as a whole,

an individual investor’s ratios may vary from these ratios.

SURO CAPITAL CORP.

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.

Financial highlights for periods of less than one year are annualized and the ratios of operating expenses to average

net assets and net investment loss to average net assets are adjusted accordingly.

Because the ratios are calculated for the Company’s common stock taken as a whole, an individual

investor’s ratios may vary from these ratios.

CAPITAL CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

9— INCOME TAXES

23 unchanged sentences

federal income tax purposes in a timely manner to its stockholders in respect of each calendar

year of an amount at least equal to the sum of (1) 98% of our ordinary income (taking into account certain deferrals and elections) for

each calendar year, (2) 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the 1-year period ending October

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

13 unchanged sentences

year, or returns of capital.

Company has taxable subsidiaries which hold certain portfolio investments in an effort to limit potential legal liability and/or comply

with source-income type requirements contained in the RIC tax provisions of the Code.

These taxable subsidiaries are consolidated for

GAAP and the portfolio investments held by the taxable subsidiaries are included in the Company’s consolidated financial statements

and are recorded at fair value.

These taxable subsidiaries are not consolidated with the Company for income tax purposes and may generate

income tax expense, or benefit, and tax assets and liabilities as a result of their ownership of certain portfolio investments.

generated by these taxable subsidiaries generally would be subject to tax at normal corporate tax rates based on its taxable income.

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 condensed

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.

Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that it

2 unchanged sentences

federal excise tax.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

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.

CAPITAL CORP.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

federal and state income tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences

7 unchanged sentences

Further, the Company and the Taxable Subsidiaries accrue all interest and penalties related to uncertain tax positions as incurred.

of September 30, 2023, there were no material interest or penalties incurred related to uncertain tax positions.

of March 31, 2024, there were no material interest or penalties incurred related to uncertain tax positions.

10— DEBT CAPITAL ACTIVITIES

Notes due 2026

December 17, 2021, the Company issued $ 70.0 million aggregate principal amount of its 6.00% Notes due 2026 (the “6.00% Notes due

2026”), pursuant to an Indenture, dated as of March 28, 2018 (the “Base Indenture”), between the Company and U.S.

Trust Company, National Association (as successor in interest to U.S.

Bank National Association), as trustee (the “Trustee”),

as supplemented by a second supplemental indenture, dated as of December 17, 2021 (together with the Base Indenture, the “Indenture”),

between the Company and the Trustee.

On December 21, 2021, the Company issued an additional $ 5.0 million aggregate principal amount of

6.00% Notes due 2026 pursuant to an overallotment option.

The 6.00% Notes due 2026 bear interest at a fixed rate of 6.00 % per year, payable

quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022 .

The 6.00% Notes

due 2026 have a maturity date of December 30, 2026, unless previously repurchased in accordance with their terms.

The Company has the

right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption

price of 100 % of the outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest .

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

On December 21, 2021, the Company issued an additional $ 5.0 million aggregate principal amount of 6.00% Notes due 2026 pursuant

to an overallotment option.

The 6.00% Notes due 2026 bear interest at a fixed rate of 6.00 % per year, payable quarterly in arrears on

March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022.

The 6.00% Notes due 2026 have a maturity

date of December 30, 2026, unless previously repurchased in accordance with their terms.

The Company has the right to redeem the 6.00%

Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of

the outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest.

6.00% Notes due 2026 are direct unsecured obligations of the Company and rank pari passu , or equal in right of payment, with all

9 unchanged sentences

obligations of any of the Company’s subsidiaries.

Company records fees and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt issuance costs.

Such costs are

reflected in the carrying value of the 6.00% Notes due 2026.

As of March 31, 2024 and December 31, 2023, the Company had deferred debt

issuance costs of $ 1,165,526 and $ 1,254,793 , respectively, associated with the 6.00% Notes due 2026.

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 September 30, 2023 and December 31, 2022 was $ 23.35 and $ 23.51 per note, respectively.

As of September 30, 2023

and December 31, 2022, the fair value of the 6.00% Notes due 2026 was $ 70.1 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 September 30, 2023 and December 31, 2022, the Company was in compliance with the terms of the Indenture.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

11— STOCK-BASED COMPENSATION

Equity Incentive Plan

June 5, 2019, our Board of Directors adopted, and our stockholders approved, an equity-based incentive plan (the “2019 Equity Incentive

Plan”), which authorized equity awards to be granted for up to 1,976,264 shares of our common stock.

Under the 2019 Equity Incentive

Plan, the exercise price of awards would be set on the grant date and could not be less than the fair market value per share on such

date, however, that in the case of an incentive stock option granted to an employee who, at the time of the grant of such option, owned

stock representing more than ten percent ( 10 %) of the voting power of all classes of stock of the Company or the Company’s present

or future parent or subsidiary corporations, as defined in Section 424(e) or (f) of the Code, or other Affiliates the employees of which

were eligible to receive incentive stock options under the Code (the “10% Shareholders”), the exercise price per share would

be no less than one hundred ten percent (110%) of the fair market value per share on the date of grant.

The fair market value would be

the closing price of the shares on Nasdaq on the date of grant.

July 17, 2019, stock options providing the right to purchase up to 1,165,000 shares were granted under the 2019 Equity Incentive Plan

with an exercise price equal to the market price of our common stock at the grant date.

These stock options had a vesting period of 3

years with 1/3 vesting immediately on the grant date, 1/3 vesting on July 17, 2020, and the remaining 1/3 vesting on July 17, 2021.

of Stock Option Awards Under 2019 Equity Incentive Plan

April 28, 2020, all stock option awards granted under the 2019 Equity Incentive Plan were canceled for no payment pursuant to an option

cancellation agreement (the “Option Cancellation Agreement”).

As a result, there are no stock option awards outstanding under

the 2019 Equity Incentive Plan.

In accordance with FASB ASC 718, Compensation – Stock Compensation (“ASC 718”)

all unrecognized compensation cost related to still unvested shares was recognized as of the date of cancellation.

For more information,

including a description of the Option Cancellation Agreement, please refer to our current report on Form 8-K filed with the SEC on April

Such description of the Option Cancellation Agreement is qualified in its entirety by reference to the text of such Option

Cancellation Agreement filed as Exhibit 10.3 to our quarterly report on Form 10-Q for the period ended March 31, 2020 filed with the

SEC on May 8, 2020.

Company follows ASC 718 to account for stock options granted.

Under ASC 718, compensation expense associated with stock-based compensation

is measured at the grant date based on the fair value of the award and is recognized over the vesting period.

Determining the appropriate

fair value model and calculating the fair value of stock-based awards at the grant date requires judgment, including estimating stock

price volatility, forfeiture rate, and expected option life.

The time-based options granted on July 17, 2019 were ascribed a weighted-average

fair value of $ 2.57 per share.

The fair value of options granted under the 2019 Equity Incentive Plan was based upon a Black Scholes

option pricing model using the assumptions in the following table:

OF STOCK OPTIONS, VALUATION ASSUMPTIONS

Input Assumptions

As of July 17, 2019 Grant Date

Risk-free rate

Dividend yield

OF OPTION ACTIVITY

Number of Shares

Weighted-Average

Exercise Price

Weighted-Average

Grant Date Fair Value

Outstanding as of December 31, 2019

Vested and Exercisable as of December 31, 2019

( 1,155,000 )

Outstanding as of September 30, 2023 and December 31, 2022

market price of SSSSL on March 31, 2024 and December 31, 2023 was $ 23.97

per note, respectively.

As of March 31, 2024

and December 31, 2023, the fair value of the 6.00% Notes due 2026 was $ 71.9

million and $ 71.4 million, respectively.

Notes due 2026 are classified as Level 1 of the fair value hierarchy (Refer to “Note 2 — Significant Accounting Policies”).

As of March 31, 2024 and December 31, 2023, the Company was in compliance with the terms of the Indenture.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

of September 30, 2023 and December 31, 2022, there was $ 0 of total unrecognized compensation cost related to non-vested stock options

granted under the 2019 Equity Incentive Plan, as the options were cancelled effective April 28, 2020.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

11— STOCK-BASED COMPENSATION

and Restated 2019 Equity Incentive Plan

June 19, 2020, our Board of Directors adopted, and our stockholders approved, an amendment and restatement of the Company’s 2019

Equity Incentive Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which the Company is authorized to

grant equity awards for up to 1,627,967 shares of its common stock.

In accordance with the exemptive relief granted to the Company by

the SEC on June 16, 2020 with respect to the Amended & Restated 2019 Equity Incentive Plan, the Company is generally authorized to

(i) issue restricted shares as part of the compensation package for certain of its employees, officers and all directors, including non-employee

directors (collectively, the “Participants”), (ii) issue options to acquire shares of its common stock (“Options”)

to certain employees, officers and employee directors as a part of such compensation packages, (iii) withhold shares of the Company’s

common stock or purchase shares of common stock from the Participants to satisfy tax withholding obligations relating to the vesting

of restricted shares or the exercise of Options granted to the certain Participants pursuant to the Amended & Restated 2019 Equity

Incentive Plan, and (iv) permit the Participants to pay the exercise price of Options granted to them with shares of the Company’s

common stock.

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.

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).

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 nine months ended September 30, 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.

than such restricted shares granted to non-employee directors, the Company’s Compensation Committee may determine the time or times

at which Options and restricted shares granted to other Participants will vest or become payable or exercisable, as applicable.

price of each Option will not be less than 100% of the fair market value of the Company’s common stock on the date the option is

However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s outstanding

common stock (a “10% Stockholder”), will not be eligible for the grant of an incentive stock option unless the exercise price

of the incentive stock option is at least 110% of the fair market value of the Company’s common stock on the date of grant.

no Option will be exercisable after the expiration of ten years from the date of grant.

In the case of an Option granted to a 10% Stockholder,

the term of an incentive stock option will be for no more than five years from the date of grant.

the nine months ended September 30, 2023, the Company did not grant any restricted shares to the Company’s officers pursuant to

the Amended & Restated 2019 Equity Incentive Plan.

The Company determined that the fair values, based on the grant date close price

of such restricted shares granted to the Company’s officers under the Amended & Restated 2019 Equity Incentive Plan during

the nine months ended September 30, 2023 and 2022 were approximately $ 0 and $ 2,885,000 , respectively, in the aggregate.

the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $ 774,978

and $ 2,300,237 ,

respectively.

For the three and nine months ended September 30, 2022, the Company recognized stock-based compensation expense of

and $ 1,976,695 ,

respectively.

As of September 30, 2023 and December 31, 2022, there were approximately $ 4,351,373

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).

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

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.

the three months ended March 31, 2024, the Company did not grant any restricted shares to the Company’s officers pursuant

to the Amended & Restated 2019 Equity Incentive Plan.

the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense of $ 750,037

and $ 755,581 ,

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.

respectively, not including executive and employee forfeits.

As of March 31, 2024 and December 31, 2023, there were approximately $ 4,099,850

and $ 4,849,887 , respectively, 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.

CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

following table summarizes the activities for the Company’s restricted share grants for the nine months ended September 30, 2023

under the Amended & Restated 2019 Equity Incentive Plan:

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

following table summarizes the activities for the Company’s restricted share grants for the three months ended March 31, 2024 under

the Amended & Restated 2019 Equity Incentive Plan:

OF EQUITY INCENTIVE PLAN

Number of Restricted Shares

Restricted Shares

Outstanding as of December 31, 2023

Outstanding as of September 30, 2023

Vested as of September 30, 2023

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.

Outstanding as of March 31, 2024

Vested as of March 31, 2024

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.

Amended & Restated 2019 Equity Incentive Plan provides for the concept of “net share settlement.” Specifically, it provides

1 unchanged sentence

the Participant’s tax obligations.

On June 16, 2020, the Company received exemptive relief from the SEC to permit such withholding

12— SUBSEQUENT EVENTS

October 1, 2023 through November 8, 2023, the Company exited or received proceeds from the following investments (excluding short-term

Treasury bills):

OF INVESTMENTS

Portfolio Company

Transaction Date

Net Share Price (1)

Realized Gain (2)

PSQ Holdings, Inc.

(d/b/a PublicSq.) - Warrants (3)

Homes For Rent, LLC (d/b/a Second Avenue) (4)

(1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.

gain does not include adjustments to amounts held in escrow receivable.

(3) As of November 8, 2023, SuRo

Capital held 2,632,069

PSQ Holdings, Inc.

(d/b/a PublicSq.) warrants.

(4) Subsequent

to September 30, 2023, $ 0.1 million has been received from Residential Homes for Rent, LLC

(d/b/a Second Avenue) related to the 15 % term loan due December 23, 2023 .

Of the proceeds

received, $ 0.1 million repaid a portion of the outstanding principal and the remaining proceeds

were attributed to interest.

October 1, 2023 through November 8, 2023, the Company made the following investments (not including capitalized transaction costs

or investments in short-term U.S.

April 1, 2024 through May 8, 2024, the Company made the following investments (not including capitalized transaction costs or investments

in short-term U.S.

Treasury bills).

OF INVESTMENTS BY COMPANY

SCHEDULE OF INVESTMENTS BY COMPANY

Portfolio Company

Transaction Date

Xgroup Holdings Limited (d/b/a Xpoint)

Convertible Note

Common shares

CW Opportunity 2 LP

Class A Interest

Company is frequently in negotiations with various private companies with respect to investments in such companies.

9 unchanged sentences

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2024

Dutch Auction Tender Offer

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

increments, using available cash.

The Tender Offer commenced on February 20, 2024 and expired at 5:00 P.M.

Eastern Time on April 1,

Pursuant to the terms of the Tender Offer, the Company repurchased 2,000,000

shares, representing approximately 7.9 %

of its outstanding shares, on or about April 5, 2024, at a price of $ 4.70 per share.

The Company used available cash to fund the purchase

of its shares of common stock in the

Tender Offer and to pay for all related fees and expenses.

13— SUPPLEMENTAL FINANCIAL DATA

14 unchanged sentences

those portfolio companies that were more likely to materially impact the financial condition of an investment company.

Company’s two controlled portfolio companies as of September 30, 2023, SPBRX, INC.

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

Architect Capital PayJoy SPV, LLC, did not meet the definition of a “significant subsidiary” as

set forth in Rule 1-02(w)(2).

For comparability purposes, the Company has omitted the previously disclosed summarized financial information

of the Company’s significant subsidiaries for the quarter ended September 30, 2022 as the Company’s significant subsidiaries

would not have been considered significant subsidiaries under the Final Rules.

Company’s three controlled portfolio companies as of March 31, 2024, 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 quarter ended March 31, 2023 as the

Company’s significant subsidiaries would not have been considered significant subsidiaries under the Final Rules.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements