10 unchanged sentences
of $ 20,605,400 and $ 32,775,940 , respectively)
−Removed: Controlled investments (cost of $ 8,764,352
−Removed: and $ 18,771,097 , respectively)
+Added: Controlled investments
+Added: (cost of $ 1,602,940 and $ 18,771,097 , respectively)
Total Portfolio Investments
Investments in U.S.
−Removed: Treasury bills (cost of
−Removed: $ 0 and $ 63,792,704 , respectively)
+Added: bills (cost of $ 0 and $ 63,792,704 , respectively)
Total Investments (cost of $ 241,532,648 and
$ 276,333,902 , respectively)
+Added: Proceeds receivable
Escrow proceeds receivable
1 unchanged sentence
Deferred financing costs
−Removed: Prepaid expenses and other
+Added: expenses and other assets (1)
Accounts payable and accrued
1 unchanged sentence
6.00% Notes due December
+Added: 6.50% Convertible Notes
+Added: due August 14, 2029 (3)
Commitments and contingencies
12 unchanged sentences
( 12,348,772 )
−Removed: Accumulated net unrealized appreciation/(depreciation)
−Removed: of investments
+Added: Accumulated net unrealized
+Added: appreciation/(depreciation) of investments
( 42,467,968 )
2 unchanged sentences
$ 203,357,646
−Removed: Net Asset Value Per Share
+Added: Asset Value Per Share
accompanying notes to condensed consolidated financial statements.
−Removed: This balance includes a right
−Removed: of use asset and corresponding operating lease liability, respectively.
−Removed: Refer to “Note 7—Commitments and Contingencies— Operating
−Removed: Leases and Related Deposits ” for more detail.
−Removed: As of June 30, 2024, the 6.00 % Notes due December
−Removed: 30, 2026 (the “ 6.00 % Notes due 2026”) (effective interest rate of 6.53 %) had a face value $ 75,000,000 .
−Removed: As of December 31,
−Removed: 2023, the 6.00 % Notes due 2026 (effective interest rate of 6.53 %) had a face value $ 75,000,000 .
−Removed: Refer to “Note 10—Debt
−Removed: Capital Activities” for a reconciliation of the carrying value to the face value.
+Added: balance includes a right of use asset and corresponding operating lease liability, respectively.
+Added: Refer to “Note 7—Commitments
+Added: and Contingencies— Operating Leases and Related Deposits ” for more detail.
+Added: of September 30, 2024, the 6.00 % Notes due December 30, 2026 (the “ 6.00 % Notes due 2026”) (effective interest rate of
+Added: 6.50 %) had a face value $ 49,746,600 .
+Added: As of December 31, 2023, the 6.00 % Notes due 2026 (effective interest rate of 6.53 %) had a face
+Added: value $ 75,000,000 .
+Added: Refer to “Note 10—Debt Capital Activities” for a reconciliation of the carrying value to the
+Added: of September 30, 2024, the 6.50 % Convertible Notes due August 14, 2029 (the “ 6.50 % Convertible Notes due 2029”) (effective
+Added: interest rate of 7.16 %) had a face value $ 25,000,000 .
+Added: Refer to “Note 10—Debt Capital Activities” for a reconciliation
+Added: of the carrying value to the face value.
CAPITAL CORP.
1 unchanged sentence
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
−Removed: Months Ended June 30,
−Removed: Months Ended June 30,
+Added: Months Ended September 30,
+Added: Months Ended September 30,
INVESTMENT INCOME
6 unchanged sentences
Treasury bills
−Removed: Total Investment Income
+Added: Investment Income
OPERATING EXPENSES
5 unchanged sentences
Other expenses
−Removed: Total Operating Expenses
+Added: Operating Expenses
Investment Loss
3 unchanged sentences
( 10,695,531 )
−Removed: Realized Gain/(Loss) on
+Added: Realized Loss on
Non-controlled/non-affiliated investments
4 unchanged sentences
( 6,598,530 )
+Added: ( 10,945,024 )
Controlled investments
+Added: ( 6,786,462 )
+Added: ( 6,793,207 )
Realized Loss on Investments
1 unchanged sentence
( 1,461,281 )
+Added: ( 14,167,198 )
+Added: ( 14,542,137 )
+Added: Realized loss on partial
+Added: repurchase of 6.00% Notes due December 30, 2026
Change in Unrealized Appreciation/(Depreciation)
3 unchanged sentences
( 24,362,275 )
−Removed: ( 19,876,809 )
−Removed: ( 14,216,377 )
Non-controlled/affiliate investments
−Removed: ( 3,485,172 )
−Removed: ( 5,501,871 )
Controlled investments
1 unchanged sentence
( 13,769,932 )
−Removed: ( 25,384,316 )
Change in Net Assets Resulting from Operations
1 unchanged sentence
$ ( 38,168,774 )
−Removed: $ ( 32,716,529 )
−Removed: $ ( 11,003,515 )
Change in Net Assets Resulting from Operations per Common Share:
2 unchanged sentences
accompanying notes to condensed consolidated financial statements.
−Removed: Includes interest income
−Removed: earned on cash.
−Removed: the three and six months ended June 30, 2024 and June 30, 2023, there were no potentially dilutive
+Added: interest income earned on cash.
+Added: the three and nine months ended September 30, 2024, 3,225,808 potentially dilutive common shares were excluded from the weighted-average
+Added: common shares outstanding for diluted net decrease in net assets resulting from operations per common share because the effect of
+Added: these shares would have been anti-dilutive.
+Added: For the three and nine months ended September 30, 2023, there were no potentially dilutive
securities outstanding.
−Removed: Refer to “Note 6 — Net Change in Net Assets Resulting from Operations
−Removed: per Common Share — Basic and Diluted”.
+Added: Refer to “Note 6 — Net Change in Net Assets Resulting from Operations per Common Share —
+Added: Basic and Diluted”.
CAPITAL CORP.
1 unchanged sentence
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
−Removed: Months Ended June 30,
+Added: Months Ended September 30,
Net Assets at
9 unchanged sentences
on investments
−Removed: Net change in unrealized
−Removed: appreciation/(depreciation) of investments
+Added: change in unrealized appreciation/(depreciation) of investments
( 18,418,370 )
3 unchanged sentences
from Capital Transactions
−Removed: Stock-based compensation
Change in Net Assets Resulting from Capital Transactions
−Removed: Total Change in Net Assets
+Added: Change in Net Assets
( 21,636,511 )
−Removed: Net Assets at March 31
+Added: Assets at March 31
$ 181,721,135
7 unchanged sentences
( 13,270,199 )
−Removed: Net change in unrealized
−Removed: appreciation/(depreciation) of investments
+Added: change in unrealized appreciation/(depreciation) of investments
( 6,965,946 )
5 unchanged sentences
Stock-based compensation
−Removed: Repurchases of common stock
+Added: of common stock
( 9,400,000 )
3 unchanged sentences
( 12,730,321 )
−Removed: Total Change in Net Assets
+Added: Change in Net Assets
( 19,408,944 )
( 28,350,345 )
−Removed: Net Assets at June 30
+Added: Assets at June 30
$ 162,312,191
$ 186,692,724
+Added: Change in Net Assets Resulting
+Added: from Operations
+Added: Net investment loss
+Added: $ ( 3,207,873 )
+Added: $ ( 2,668,426 )
+Added: Net realized loss on investments
+Added: ( 13,713,512 )
+Added: ( 1,461,281 )
+Added: Realized loss on partial
+Added: repurchase of 6.00% Notes due 2026
+Added: change in unrealized appreciation/(depreciation) of investments
+Added: Change in Net Assets Resulting from Operations
+Added: ( 5,452,245 )
+Added: Change in Net Assets Resulting
+Added: from Capital Transactions
+Added: Stock-based compensation
+Added: of common stock
+Added: Change in Net Assets Resulting from Capital Transactions
+Added: Change in Net Assets
+Added: ( 4,874,984 )
+Added: Assets at September 30
+Added: $ 157,437,207
+Added: $ 211,971,043
Capital Share Activity
4 unchanged sentences
( 3,186,493 )
−Removed: Shares Outstanding at End of Period
+Added: Shares Outstanding
+Added: at End of Period
accompanying notes to condensed consolidated financial statements.
−Removed: Refer to “Note 11 —
−Removed: Stock-Based Compensation” for more detail.
+Added: to “Note 11 — Stock-Based Compensation” for more detail.
CAPITAL CORP.
1 unchanged sentence
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
−Removed: Months Ended June 30,
−Removed: Cash Flows from Operating Activities
+Added: Months Ended September 30,
+Added: Cash Flows from Operating
Net change in net assets resulting
1 unchanged sentence
$ ( 38,168,774 )
−Removed: $ ( 11,003,515 )
Adjustments to reconcile
−Removed: net change in net assets resulting from operations to net cash provided by/(used in) operating activities:
+Added: net change in net assets resulting from operations to net cash provided by operating activities:
Net realized loss on investments
4 unchanged sentences
on 6.00 % Notes due 2026
+Added: Amortization of discount
+Added: on 6.50 % Convertible Notes due 2029
Stock-based compensation
12 unchanged sentences
Treasury bills
−Removed: Change in operating assets
−Removed: and liabilities:
−Removed: Prepaid expenses and other
−Removed: Interest and dividends
+Added: Change in operating assets and liabilities:
Proceeds receivable
Escrow proceeds receivable
−Removed: Accounts payable and accrued
−Removed: Net Cash Provided by/(Used
−Removed: in) Operating Activities
−Removed: ( 1,967,046 )
+Added: Prepaid expenses and other
+Added: Interest and dividends
+Added: payable and accrued expenses
+Added: Cash Provided by Operating Activities
Cash Flows from Financing
+Added: Gross proceeds from the
+Added: issuance of 6.50 % Convertible Notes due 2029
+Added: Deferred debt issuance costs
+Added: Repurchases of 6.00 % Notes
+Added: ( 25,028,770 )
+Added: Realized loss on partial
+Added: repurchase of 6.00 % Notes due 2026
Repurchases of common stock
2 unchanged sentences
Cash dividends paid
−Removed: Net Cash Used in Financing
−Removed: ( 9,507,823 )
+Added: Cash Used in Financing Activities
( 10,258,089 )
−Removed: Total Increase/(Decrease)
−Removed: in Cash Balance
( 14,286,508 )
−Removed: Cash Balance at Beginning of Year
−Removed: Cash Balance at End of Period
−Removed: Supplemental Information:
+Added: Increase in Cash Balance
+Added: Cash Balance at Beginning
+Added: Balance at End of Period
Interest paid
+Added: Right of use asset obtained in exchange for operating lease liabilities
accompanying notes to condensed consolidated financial statements.
5 unchanged sentences
of Initial Investment
+Added: Principal/Quantity (5)
NON-CONTROLLED/NON-AFFILIATE
1 unchanged sentence
Redwood City, CA
−Removed: Preferred shares,
+Added: Preferred shares, Series A 8%
Online Education
−Removed: Preferred shares, Series C
+Added: Preferred shares, Series
Online Education
−Removed: Preferred shares, Series A
+Added: CW Opportunity 2 LP **(8)
+Added: Membership Interest, Class A *** **(8)
+Added: AI Infrastructure Fund
+Added: Type One Deep Ventures Fund LLC **(9)
+Added: Petersburg, FL
+Added: Membership Interest, Class A **(9)
+Added: AI Application Fund
+Added: Preferred shares, Series
Pharmaceutical Technology
−Removed: Preferred shares, Series C
+Added: Preferred shares, Series
Pharmaceutical Technology
−Removed: CW Opportunity
−Removed: Class A Interest **(16)
−Removed: GPUs-as-a-Service
ServiceTitan,
1 unchanged sentence
Contractor Management Software
+Added: Preferred shares, Series C
+Added: Fitness Technology
Robotics Corp.
2 unchanged sentences
Warehouse Automation
+Added: Common shares
+Added: Supply Chain Technology
(d/b/a Liquid Death)
5 unchanged sentences
Productivity Software
−Removed: Preferred shares, Series C
−Removed: Fitness Technology
−Removed: Common shares
−Removed: Supply Chain Technology
Enterprises, Inc.
8 unchanged sentences
Home Improvement Finance
−Removed: Common Warrants, Strike Price
−Removed: $0.01, Expiration Date 7/12/2026
+Added: Common Warrants, Strike
+Added: Price $0.01, Expiration Date 7/12/2026
Home Improvement Finance
+Added: CoreWeave, Inc.
+Added: Common shares
+Added: AI Infrastructure
+Added: PSQ Holdings,
+Added: (d/b/a PublicSquare)
+Added: West Palm Beach, FL
+Added: Common shares, Class A (3)
+Added: E-Commerce Marketplace
+Added: Warrants, Strike Price $11.50, Expiration Date 7/19/2028 (3)
Holdings, Inc.
1 unchanged sentence
San Francisco, CA
−Removed: Junior Preferred shares, Series
+Added: Junior Preferred shares, Series 1-D
Micromobility
−Removed: Junior Preferred Convertible
−Removed: Note 4% Due 5/11/2027 ***
+Added: Preferred Convertible Note 4% Due 5/11/2027*** ***
Micromobility
−Removed: Common Warrants, Strike Price
−Removed: $0.01, Expiration Date 5/11/2027
+Added: Common Warrants, Strike
+Added: Price $0.01, Expiration Date 5/11/2027
Micromobility
3 unchanged sentences
Venture Investment Fund
+Added: accompanying notes to condensed consolidated financial statements.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
+Added: Investments *
+Added: Headquarters/
+Added: Industry (15)
+Added: of Initial Investment
+Added: Principal/Quantity (5)
Technologies, Inc.
12 unchanged sentences
Mobile Access Technology
−Removed: accompanying notes to condensed consolidated financial statements.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
−Removed: Investments *
−Removed: Headquarters/
−Removed: of Initial Investment
+Added: Singapore, Singapore
+Added: Common shares **
+Added: Retail Technology
+Added: Preferred shares, Investec
+Added: Retail Technology
+Added: Homes for Rent, LLC (d/b/a Second Avenue) (11)
+Added: Preferred shares, Series A (11)
+Added: Real Estate Platform
Holdings Limited (d/b/a Xpoint) (7)(12)
2 unchanged sentences
Geolocation Technology
−Removed: Series A-1 Warrants, Strike
−Removed: Price $0.0001, Expiration Date 5/14/2044 (7)(15)
Series A-1 Warrants, Strike Price $0.0001,
Expiration Date 5/14/2044 (7)(12)
+Added: Series A Warrants, Strike
+Added: Price $0.0001, Expiration Date 5/14/2044 (7)(12)
Total (7)(12)
1 unchanged sentence
Common shares (3) (3)
−Removed: Financial Services
−Removed: San Francisco, CA
−Removed: Common shares (3) ** (3)
Online Marketplace Finance
2 unchanged sentences
Advanced Nuclear Technology
+Added: San Francisco, CA
+Added: Common shares **
+Added: Financial Services
Property Group, Inc.
1 unchanged sentence
Cannabis REIT
−Removed: Homes for Rent, LLC (d/b/a Second Avenue) (6)
−Removed: Preferred shares, Series A (6)
−Removed: Real Estate Platform
Streaming Solutions Inc.
1 unchanged sentence
Las Vegas, NV
−Removed: Simple Agreement for Future
+Added: Simple Agreement for Future Equity (7)
Interactive Media & Services
(d/b/a Prophet Exchange) (7)
−Removed: Simple Agreement for Future
+Added: Simple Agreement for Future Equity (7)
Sports Betting
5 unchanged sentences
Gaming Technology
−Removed: Sponsor VII LLC ** (10)(14)
−Removed: Common share units ** (10)(14)
−Removed: Special Purpose Acquisition
−Removed: Warrant units ** (10)(14)
−Removed: Special Purpose Acquisition
−Removed: Total ** (10)(14)
(d/b/a Compliable) (7)
5 unchanged sentences
Social Data Platform
−Removed: Technology, Inc.
−Removed: (d/b/a FanPower) (7)
−Removed: Preferred shares, Series Seed-2 (7)
−Removed: Digital Media Technology
−Removed: Singapore, Singapore
−Removed: Common shares **
−Removed: Retail Technology
−Removed: Preferred shares, Investec
−Removed: Retail Technology
Holdings, Inc.
1 unchanged sentence
Marina Del Rey, CA
−Removed: Preferred shares, Series A
+Added: Preferred shares, Series
Carbon Credit Services
Preferred shares, Series C-3
−Removed: Carbon Credit Services
−Removed: Cambridge, MA
−Removed: Common shares
−Removed: Business Education
−Removed: Promissory Note 1.47%, Due
−Removed: 11/9/2021 (4)(11) (4)(11)
−Removed: Business Education
+Added: Credit Services
accompanying notes to condensed consolidated financial statements.
4 unchanged sentences
Headquarters/
+Added: Industry (15)
of Initial Investment
+Added: Principal/Quantity (5)
+Added: Cambridge, MA
+Added: Common shares
+Added: Business Education
+Added: Note 1.47%, Due 11/9/2021 (4)(14) (4)(14)
+Added: Business Education
Real Estate Investment Trust, Inc.
9 unchanged sentences
Preferred shares, Series C 8% (1)(15)
−Removed: Interactive Learning
Preferred shares, Series B 8% (1)(15)
−Removed: Interactive Learning
−Removed: Preferred shares, Series A
−Removed: Interactive Learning
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSquare) **
−Removed: West Palm Beach, FL
−Removed: Common shares, Class A (3)(13) **
−Removed: E-Commerce Marketplace
−Removed: Warrants, Strike Price $11.50,
−Removed: Expiration Date 7/19/2028 (3) **
−Removed: E-Commerce Marketplace
−Removed: (f/k/a NestGSV, Inc.)
−Removed: San Mateo, CA
−Removed: Derivative Security, Expiration
−Removed: Date 8/23/2024 (9)
−Removed: Global Innovation Platform
−Removed: Convertible Promissory Note
−Removed: 8% Due 8/23/2024 (4)
−Removed: Global Innovation Platform
+Added: Preferred shares, Series
+Added: Total (1)(15)
Research, Inc.
2 unchanged sentences
Knowledge Networks
−Removed: Preferred shares, Series B
+Added: Preferred shares, Series
Knowledge Networks
7 unchanged sentences
Class B Units **(2)(6)
−Removed: Special Purpose Acquisition
+Added: Special Purpose Acquisition Company
Class W Units **(2)(6)
1 unchanged sentence
Total **(2)(6)
−Removed: (f/k/a GSV Sustainability Partners, Inc.)
−Removed: Cupertino, CA
−Removed: Preferred shares, Class A (2)
−Removed: Clean Technology
−Removed: Common shares (2)
−Removed: Clean Technology
Controlled (2)
3 unchanged sentences
accompanying notes to condensed consolidated financial statements.
−Removed: All portfolio investments
−Removed: are non-control/non-affiliated and non-income-producing, unless otherwise identified.
−Removed: Equity investments may be subject to lock-up restrictions
−Removed: upon their initial public offering (“IPO”).
−Removed: Preferred dividends are generally only payable when declared and paid by the
−Removed: portfolio company’s board of directors.
−Removed: The Company’s directors, officers, employees and staff, as applicable, may serve
−Removed: on the board of directors of the Company’s portfolio investments.
−Removed: (Refer to “Note 3—Related-Party Arrangements”).
−Removed: All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted.
−Removed: “Note 4—Investments at Fair Value”).
−Removed: All of the Company’s portfolio investments are restricted as to resale,
−Removed: unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.
−Removed: to “Note 2—Significant Accounting Policies— Investments at Fair Value ”).
−Removed: Indicates assets that SuRo Capital Corp.
−Removed: do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940
−Removed: Of the Company’s total investments as of June 30, 2024, 24.20 % of its total investments are non-qualifying assets.
−Removed: is income-producing.
CAPITAL CORP.
1 unchanged sentence
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
−Removed: “Affiliate Investments” are investments
−Removed: in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, a company
−Removed: is deemed to be an “Affiliate” of SuRo Capital Corp.
+Added: portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.
+Added: Equity investments may
+Added: be subject to lock-up restrictions upon their initial public offering (“IPO”).
+Added: Preferred dividends are generally only
+Added: payable when declared and paid by the portfolio company’s board of directors.
+Added: The Company’s directors, officers, employees
+Added: and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.
+Added: (Refer to “Note
+Added: 3—Related-Party Arrangements”).
+Added: All portfolio investments are considered Level 3 and valued using significant unobservable
+Added: inputs, unless otherwise noted.
+Added: (Refer to “Note 4—Investments at Fair Value”).
+Added: All of the Company’s portfolio
+Added: investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the
+Added: Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ”).
+Added: assets that SuRo Capital Corp.
+Added: believes do not represent “qualifying assets” under Section 55(a) of the Investment Company
+Added: Act of 1940, as amended (the “1940 Act”).
+Added: Of the Company’s total investments as of September 30, 2024, 28.23 % of
+Added: its total investments are non-qualifying assets.
+Added: is income-producing.
+Added: Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined
+Added: in the 1940 Act.
+Added: In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp.
−Removed: beneficially owns, directly or indirectly, between
−Removed: 5% and 25% of the voting securities ( i.e.
−Removed: , securities with the right to elect directors) of such company.
−Removed: For the Schedule of
−Removed: Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments
−Removed: at Fair Value”.
−Removed: “Control Investments”
−Removed: are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially owns, directly
−Removed: or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the
−Removed: power to exercise control over the management or policies of such portfolio company.
−Removed: For the Schedule of Investments In, and Advances
−Removed: To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.
−Removed: Denotes an investment considered Level 1 or
−Removed: Level 2 and valued using observable inputs.
+Added: owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.
+Added: , securities with the right to elect directors)
+Added: of such company.
+Added: For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14,
refer to “Note 4—Investments at Fair Value”.
−Removed: As of June 30, 2024, the investments noted
−Removed: had been placed on non-accrual status.
−Removed: SuRo Capital Corp.’s investments in
−Removed: StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW Holdings, Inc.
−Removed: SuRo Capital Corp.’s investment in Residential Homes for Rent, LLC (d/b/a Second Avenue) is held through SuRo Capital Corp.’s wholly owned subsidiary,
−Removed: GSVC AV Holdings, Inc.
−Removed: SuRo Capital Corp.’s
−Removed: investments in Commercial Streaming Solutions Inc.
−Removed: (d/b/a BettorView), YouBet Technology, Inc.
−Removed: (d/b/a FanPower), Rebric, Inc.
−Removed: Compliable), EDGE Markets, Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc.
−Removed: (d/b/a Prophet Exchange) are held through
−Removed: SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).
−Removed: SuRo Capital Corp.’s investments in
−Removed: True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SVDS Holdings, Inc.
−Removed: On August 23, 2019, SuRo
−Removed: Capital Corp.
−Removed: amended the structure of its investment in OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.).
−Removed: As part of the agreement, SuRo Capital
−Removed: Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV,
−Removed: Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp.
−Removed: put the shares to OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) at the end of the five year period.
−Removed: Denotes an investment that
−Removed: is the sponsor of a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset
−Removed: acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
−Removed: On November 9, 2021, Fullbridge,
−Removed: Inc.’s obligations under its financing arrangements with the Company became past due.
+Added: Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined
+Added: in the 1940 Act.
+Added: In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially
+Added: owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors)
+Added: and/or had the power to exercise control over the management or policies of such portfolio company.
+Added: For the Schedule of Investments
+Added: In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair
+Added: an investment considered Level 1 or Level 2 and valued using observable inputs.
+Added: Refer to “Note 4—Investments at Fair
+Added: of September 30, 2024, the investments noted had been placed on non-accrual status.
+Added: Represents the respective number of shares, principal amount, fund commitment, or membership interest.
+Added: Denotes an investment that is the sponsor of a special purpose acquisition company formed for the purpose of effecting
+Added: a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
+Added: SuRo Capital Corp.’s investments in Commercial Streaming Solutions Inc.
+Added: (d/b/a BettorView),
+Added: (d/b/a Compliable), EDGE Markets, Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc.
+Added: (d/b/a Prophet
+Added: Exchange) are held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo
+Added: (8) CW Opportunity 2 LP is a special purpose vehicle (“SPV”) for
+Added: which the Class A Interest is solely invested in the Series C Preferred Shares of CoreWeave, Inc.
+Added: SuRo Capital is invested in the
+Added: Series C Preferred Shares of CoreWeave, Inc.
+Added: through its investment in the Class A Interest of CW Opportunity 2 LP.
+Added: Preferred Shares of CoreWeave, Inc.
+Added: accrue a 10 %
+Added: per annum dividend, paid quarterly in cash or in-kind.
+Added: The SPV does not charge a management fee but does charge an incentive fee of 20 %,
+Added: subject to an annual 15 %
+Added: IRR hurdle rate.
+Added: (9) ARK Type One Deep Ventures Fund LLC is an investment fund for which the
+Added: Class A Interest is solely invested in the Convertible Equity of OpenAI Global, LLC.
+Added: SuRo Capital Corp.
+Added: is invested in the
+Added: Convertible Equity of OpenAI Global, LLC through its investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC.
+Added: Type One Deep Ventures Fund LLC charges a 1 %
+Added: management fee per year, and an incentive fee of 10 %.
+Added: The management fees will adjust the cost of SuRo Capital Corp.’s investment in the fund.
+Added: (10) SuRo Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital
+Added: Corp.’s wholly owned subsidiary, GSVC SVDS Holdings, Inc.
+Added: (11) SuRo Capital Corp.’s investment in Residential Homes for Rent, LLC (d/b/a Second Avenue) is held
+Added: through SuRo Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.
+Added: (12) On May 14, 2024, as part of Xgroup Holding Limited (d/b/a Xpoint)’s most recent financing round,
+Added: SuRo Capital Corp.’s 6% Convertible Note due October 17, 2024 was converted into Series A Warrants, Series A-1 Warrants, and Series
(13) On May 7, 2024, AltC Acquisition Corp.
−Removed: stockholders approved a business combination with Oklo, Inc.
+Added: (“AltC”) stockholders approved a business combination
+Added: with Oklo, Inc.
(“Oklo”) and related proposals at a special meeting.
−Removed: 9, 2024, Oklo announced that it had consummated the business combination with AltC pursuant to a merger agreement between the
−Removed: parties, creating the resultant combined company Oklo, Inc.
−Removed: Upon closing of the business combination with Oklo, SuRo Capital Corp.’s Class A common shares and Class B common shares
−Removed: were converted into Class A shares of the post-closing company.
+Added: On May 9, 2024, Oklo announced that it had consummated
+Added: the business combination with AltC pursuant to a merger agreement between the parties, creating the resultant combined company Oklo, Inc.
+Added: Upon closing of the business combination with Oklo, SuRo Capital Corp.’s Class A common shares and Class B common shares of AltC
+Added: Sponsor LLC were converted into Class A shares of the post-closing company.
SuRo Capital Corp.’s shares of Oklo, Inc.
−Removed: are subject to
−Removed: certain vesting conditions.
−Removed: Capital Corp.’s shares of PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) Class A Common shares are subject to contractual sale restrictions
−Removed: in the form of a lock-up agreement applicable to the common shares after the company’s IPO.
−Removed: The lock-up agreement expires on July 19, 2024.
−Removed: On August 1, 2023, Churchill Capital Corp.
−Removed: VII announced it signed a definitive agreement to merge with CorpAcq Holdings Limited.
−Removed: The fair value of SuRo Capital Corp.’s
−Removed: Churchill Sponsor VII LLC position is adjusted for certain lock-up provisions.
−Removed: On May 14, 2024,
−Removed: as part of the most recent financing round, the 6% Convertible Note due October 17, 2024 which SuRo Capital Corp.
−Removed: previously extended
−Removed: to Xgroup Holdings Limited (d/b/a Xpoint) converted into Series A Warrants, Series A-1 Warrants, and Series A-1 Shares.
−Removed: CW Opportunity 2 LP is a special purpose vehicle that is invested in the Series C Preferred Shares of CoreWeave, Inc.
+Added: to certain vesting conditions.
+Added: (14) On November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company
+Added: became past due.
+Added: (15) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly
+Added: owned subsidiary, GSVC SW Holdings, Inc.
CAPITAL CORP.
7 unchanged sentences
Redwood City, CA
−Removed: Preferred shares,
+Added: Preferred shares, Series A 8%
Online Education
−Removed: Preferred shares, Series C
+Added: Preferred shares, Series
Online Education
2 unchanged sentences
Contractor Management Software
−Removed: Preferred shares, Series A
+Added: Preferred shares, Series
Pharmaceutical Technology
−Removed: Preferred shares, Series C
+Added: Preferred shares, Series
Pharmaceutical Technology
10 unchanged sentences
Preferred shares, Series B-2 (13)
−Removed: Home Improvement Finance
+Added: Improvement Finance
Preferred shares, Series B-3 (13)
2 unchanged sentences
Home Improvement Finance
−Removed: Common Warrants, Strike Price
−Removed: $0.01, Expiration Date 7/12/2026 (13)
+Added: Common Warrants, Strike
+Added: Price $0.01, Expiration Date 7/12/2026 (13)
Home Improvement Finance
17 unchanged sentences
San Francisco, CA
−Removed: Junior Preferred shares, Series
+Added: Junior Preferred shares, Series 1-D
Micromobility
−Removed: Junior Preferred Convertible
−Removed: Note 4% Due 5/11/2027 *** ***
+Added: Preferred Convertible Note 4% Due 5/11/2027 *** ***
Micromobility
−Removed: Common Warrants, Strike Price
−Removed: $0.01, Expiration Date 5/11/2027
+Added: Common Warrants, Strike
+Added: Price $0.01, Expiration Date 5/11/2027
Micromobility
30 unchanged sentences
Las Vegas, NV
−Removed: Simple Agreement for Future
+Added: Simple Agreement for Future Equity (7)
Interactive Media & Services
(d/b/a Prophet Exchange) (7)
−Removed: Simple Agreement for Future
+Added: Simple Agreement for Future Equity (7)
Sports Betting
1 unchanged sentence
Common shares, Class B **(10)(14)
−Removed: Special Purpose Acquisition
−Removed: shares, Class A **(10)(14)
+Added: Special Purpose Acquisition Company
+Added: Common shares, Class A **(10)(14)
Special Purpose Acquisition
11 unchanged sentences
Common share units **(10)
−Removed: Special Purpose Acquisition
+Added: Special Purpose Acquisition Company
+Added: Warrant units **(10)
Special Purpose Acquisition
2 unchanged sentences
Common shares, Class B (3) **(3)
+Added: Social Networking
Technology, Inc.
6 unchanged sentences
Social Data Platform
+Added: Singapore, Singapore
Common shares **
−Removed: shares, Investec Series **
+Added: Retail Technology
+Added: Preferred shares, Investec
+Added: Retail Technology
Partners, Inc.
−Removed: shares, Series A
+Added: Marina Del Rey, CA
Preferred shares, Series
+Added: Financial Services
+Added: Preferred shares, Series C-3
+Added: Financial Services
Cambridge, MA
6 unchanged sentences
Cannabis REIT
−Removed: Total Non-controlled/Non-affiliate
+Added: Non-controlled/Non-affiliate
$ 160,994,161
9 unchanged sentences
Scottsdale, AZ
−Removed: Preferred shares,
−Removed: Series D 8% (1)(5)
+Added: Preferred shares, Series D 8% (1)(5)
Interactive Learning
3 unchanged sentences
Interactive Learning
−Removed: Preferred shares, Series A
+Added: Preferred shares, Series
Interactive Learning
7 unchanged sentences
E-Commerce Marketplace
+Added: Total **(1)(3)(15)
(f/k/a NestGSV, Inc.)
3 unchanged sentences
Global Innovation Platform
−Removed: Convertible Promissory Note
−Removed: 8% Due 8/23/2024 (4) (1)(4)
+Added: Promissory Note 8% Due 8/23/2024 (4) (1)(4)
Global Innovation Platform
3 unchanged sentences
Knowledge Networks
−Removed: Preferred shares, Series B (1)
+Added: Preferred shares, Series
Knowledge Networks
6 unchanged sentences
San Francisco, CA
−Removed: Membership Interest in Lending
−Removed: SPV*** ** (2)***
+Added: Membership Interest in Lending SPV*** **(2)***
Mobile Finance Technology
2 unchanged sentences
Class B Units **(2)(10)
−Removed: Special Purpose Acquisition
+Added: Special Purpose Acquisition Company
Class W Units **(2)(10)
6 unchanged sentences
Common shares (2)
−Removed: Clean Technology
Controlled (2)
3 unchanged sentences
Treasury bill, 0%, due 3/28/2024*** (3)***
−Removed: 3/28/2024*** (3)***
−Removed: Treasury bill, 0%, due
−Removed: 6/27/2024*** (3)***
−Removed: TOTAL INVESTMENTS
+Added: Treasury bill, 0%,
+Added: due 6/27/2024*** (3)***
$ 276,333,902
1 unchanged sentence
accompanying notes to condensed consolidated financial statements.
−Removed: All portfolio investments
−Removed: are non-control/non-affiliated and non-income-producing, unless otherwise identified.
−Removed: Equity investments are subject to lock-up restrictions
−Removed: upon their initial public offering (“IPO”).
−Removed: Preferred dividends are generally only payable when declared and paid by the
−Removed: portfolio company’s board of directors.
−Removed: The Company’s directors, officers, employees and staff, as applicable, may serve
−Removed: on the board of directors of the Company’s portfolio investments.
−Removed: (Refer to “Note 3—Related-Party Arrangements”).
−Removed: All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted.
−Removed: “Note 4—Investments at Fair Value”).
−Removed: All of the Company’s portfolio investments are restricted as to resale,
−Removed: unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.
−Removed: to “Note 2—Significant Accounting Policies— Investments at Fair Value ”).
−Removed: Indicates assets that SuRo Capital Corp.
−Removed: do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940
−Removed: Of the Company’s total investments as of December 31, 2023, 14.03 % of its total investments are non-qualifying assets.
−Removed: Investment is income-producing.
CAPITAL CORP.
1 unchanged sentence
CONSOLIDATED SCHEDULE OF INVESTMENTS - continued
−Removed: “Affiliate Investments” are investments
−Removed: in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, a company
−Removed: is deemed to be an “Affiliate” of SuRo Capital Corp.
+Added: portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.
+Added: Equity investments are
+Added: subject to lock-up restrictions upon their initial public offering (“IPO”).
+Added: Preferred dividends are generally only payable
+Added: when declared and paid by the portfolio company’s board of directors.
+Added: The Company’s directors, officers, employees and
+Added: staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.
+Added: (Refer to “Note 3—Related-Party
+Added: Arrangements”).
+Added: All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise
+Added: (Refer to “Note 4—Investments at Fair Value”).
+Added: All of the Company’s portfolio investments are restricted
+Added: as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ”).
+Added: assets that SuRo Capital Corp.
+Added: believes do not represent “qualifying assets” under Section 55(a) of the Investment Company
+Added: Act of 1940, as amended (the “1940 Act”).
+Added: Of the Company’s total investments as of December 31, 2023, 14.03 % of
+Added: its total investments are non-qualifying assets.
+Added: is income-producing.
+Added: Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined
+Added: in the 1940 Act.
+Added: In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp.
−Removed: beneficially owns, directly or indirectly, between
−Removed: 5% and 25% of the voting securities ( i.e.
−Removed: , securities with the right to elect directors) of such company.
−Removed: For the Schedule of
−Removed: Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments
−Removed: at Fair Value”.
−Removed: “Control Investments” are investments
−Removed: in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, under
−Removed: the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially owns, directly or indirectly,
−Removed: more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise
−Removed: control over the management or policies of such portfolio company.
−Removed: For the Schedule of Investments In, and Advances To, Affiliates,
−Removed: as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.
−Removed: Denotes an investment considered Level 1 or
−Removed: Level 2 and valued using observable inputs.
+Added: owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.
+Added: , securities with the right to elect directors)
+Added: of such company.
+Added: For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14,
refer to “Note 4—Investments at Fair Value”.
−Removed: As of December 31, 2023,
−Removed: the investments noted had been placed on non-accrual status.
−Removed: SuRo Capital Corp.’s investments in
−Removed: StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW Holdings, Inc.
−Removed: SuRo Capital Corp.’s investment in preferred
−Removed: shares of Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo Capital Corp.’s wholly owned subsidiary,
−Removed: GSVC AV Holdings, Inc.
−Removed: SuRo Capital Corp.’s investments in
−Removed: Commercial Streaming Solutions Inc.
+Added: Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined
+Added: in the 1940 Act.
+Added: In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially
+Added: owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors)
+Added: and/or had the power to exercise control over the management or policies of such portfolio company.
+Added: For the Schedule of Investments
+Added: In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair
+Added: an investment considered Level 1 or Level 2 and valued using observable inputs.
+Added: Refer to “Note 4—Investments at Fair
+Added: of December 31, 2023, the investments noted had been placed on non-accrual status.
+Added: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW
+Added: Holdings, Inc.
+Added: Capital Corp.’s investment in preferred shares of Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo
+Added: Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.
+Added: Capital Corp.’s investments in Commercial Streaming Solutions Inc.
(d/b/a BettorView), YouBet Technology, Inc.
−Removed: (d/b/a FanPower), Rebric, Inc.
−Removed: (d/b/a Compliable),
−Removed: EDGE Markets, Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc.
−Removed: (d/b/a Prophet Exchange) are held through SuRo Capital
−Removed: Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).
−Removed: SuRo Capital Corp.’s investments in
−Removed: True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SVDS Holdings, Inc.
−Removed: March 31, 2023, the previously unfunded capital commitment of $ 1.3 million was deemed fully contributed in lieu of cash distributions.
−Removed: On March 31, 2023, the full $ 2.0 million capital commitment to True Global Ventures 4 Plus Fund LP had been called and funded.
−Removed: On August 23, 2019, SuRo
−Removed: Capital Corp.
+Added: (d/b/a FanPower),
+Added: (d/b/a Compliable), EDGE Markets, Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc.
+Added: (d/b/a Prophet
+Added: Exchange) are held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).
+Added: Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.’s wholly owned
+Added: subsidiary, GSVC SVDS Holdings, Inc.
+Added: On March 31, 2023, the previously unfunded capital commitment of $ 1.3 million was deemed fully
+Added: contributed in lieu of cash distributions.
+Added: On March 31, 2023, the full $ 2.0 million capital commitment to True Global Ventures 4
+Added: Plus Fund LP had been called and funded.
+Added: August 23, 2019, SuRo Capital Corp.
amended the structure of its investment in OneValley, Inc.
(f/k/a NestGSV, Inc.).
−Removed: As part of the agreement, SuRo Capital
−Removed: Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.
+Added: the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.
OneValley, Inc.
−Removed: (f/k/a NestGSV,
−Removed: Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp.
−Removed: put the shares to OneValley, Inc.
+Added: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024,
+Added: while SuRo Capital Corp.
+Added: can put the shares to OneValley, Inc.
(f/k/a NestGSV, Inc.) at the end of the five year period.
−Removed: Denotes an investment that
−Removed: is the sponsor of a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset
−Removed: acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
−Removed: On November 9, 2021, Fullbridge, Inc.’s
−Removed: obligations under its financing arrangements with the Company became past due.
−Removed: On January 13, 2023, SuRo Capital Corp.
−Removed: $ 2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing round.
−Removed: As part of the transaction, SuRo Capital
−Removed: exchanged a portion of its existing Series D Preferred shares investment for Series 1 Senior Preferred shares, Series 2 Senior
−Removed: Preferred shares, and Common shares.
−Removed: Additionally, SuRo Capital Corp.’s previous investment in the Simple Agreement for Future
−Removed: Equity was converted into additional Series 1 Senior Preferred shares.
−Removed: On July 12, 2023, SuRo Capital
+Added: an investment that is the sponsor of a special purpose acquisition company formed for the purpose of effecting a merger, capital
+Added: stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
+Added: November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became past due.
+Added: January 13, 2023, SuRo Capital Corp.
+Added: invested $ 2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing
+Added: As part of the transaction, SuRo Capital Corp.
+Added: exchanged a portion of its existing Series D Preferred shares investment for
+Added: Series 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares.
+Added: Additionally, SuRo Capital Corp.’s previous
+Added: investment in the Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred shares.
+Added: July 12, 2023, SuRo Capital Corp.
invested $ 0.5 million in Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth)’s Series B-4 Preferred financing round.
−Removed: As part of the
−Removed: transaction, the previous investment in the Convertible Note was converted into Series B-3 Preferred shares.
−Removed: Additionally, SuRo Capital
+Added: (d/b/a Hearth)’s Series B-4 Preferred financing
+Added: As part of the transaction, the previous investment in the Convertible Note was converted into Series B-3 Preferred shares.
+Added: Additionally, SuRo Capital Corp.
received Common Warrants as part of the transaction.
−Removed: On July 11, 2023, AltC Acquisition Corp.
−Removed: it signed a definitive agreement to merge with Oklo, Inc.
−Removed: As part of the transaction, SuRo Capital Corp.’s Share units converted
−Removed: to 24,900 Class A Common shares and 214,400 Class B Common shares.
−Removed: On July 19, 2023, Colombier Acquisition Corp.
−Removed: (“Colombier”) stockholders approved a business combination with PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) and related proposals
−Removed: at a special meeting.
+Added: July 11, 2023, AltC Acquisition Corp.
+Added: announced it signed a definitive agreement to merge with Oklo, Inc.
+Added: As part of the transaction,
+Added: SuRo Capital Corp.’s Share units converted to 24,900 Class A Common shares and 214,400 Class B Common shares.
+Added: July 19, 2023, Colombier Acquisition Corp.
+Added: (“Colombier”) stockholders approved a business combination with PSQ Holdings,
+Added: (d/b/a PublicSquare) and related proposals at a special meeting.
Also on July 19, 2023, PSQ Holdings, Inc.
−Removed: announced that it had consummated the business combination with Colombier
−Removed: pursuant to a merger agreement between the parties, creating the resultant combined company PSQ Holdings, Inc.
+Added: announced that it
+Added: had consummated the business combination with Colombier pursuant to a merger agreement between the parties, creating the resultant
+Added: combined company PSQ Holdings, Inc.
(d/b/a PublicSquare).
SuRo Capital Corp.’s shares of PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) Class A Common shares are subject to certain restrictions
−Removed: on transfer, while the Company’s PSQ Holdings, Inc.
−Removed: warrants are freely tradable.
+Added: (d/b/a PublicSquare)
+Added: Class A Common shares are subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc.
+Added: freely tradable.
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
1— NATURE OF OPERATIONS
14 unchanged sentences
The Company began its investment operations during the second quarter of 2011.
−Removed: table below displays the Company’s subsidiaries as of June 30, 2024, which, other than GSV Capital Lending, LLC (“GCL”)
+Added: table below displays the Company’s subsidiaries as of September 30, 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
7 unchanged sentences
Incorporation
−Removed: Capital Sports, LLC (“SuRo Sports”)
−Removed: below are referred to collectively as the “Taxable Subsidiaries”
−Removed: AE Holdings, Inc.
−Removed: AV Holdings, Inc.
−Removed: SW Holdings, Inc.
−Removed: SVDS Holdings, Inc.
−Removed: Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its
−Removed: equity and equity-related investments, and to a lesser extent, income from debt investments.
−Removed: The Company invests principally in the
−Removed: equity securities of what it believes to be rapidly growing venture capital-backed emerging companies.
−Removed: The Company may invest in
−Removed: these portfolio companies through direct offerings of the prospective portfolio companies, transactions on secondary marketplaces
−Removed: for private companies, or negotiations with selling stockholders.
−Removed: In addition, the Company may invest in private credit and in
−Removed: founders equity, founders warrants, forward purchase agreements, and private investment in public equity transactions of special
−Removed: purpose acquisition companies (“SPACs”).
−Removed: The Company may also invest on an opportunistic basis in select publicly traded
−Removed: equity securities or certain non-U.S.
−Removed: companies that otherwise meet its investment criteria, subject to any applicable limitations
−Removed: under the 1940 Act.
+Added: April 13, 2012
+Added: SuRo Capital Sports, LLC (“SuRo Sports”)
+Added: March 19, 2021
+Added: Subsidiaries below are referred
+Added: to collectively as the “Taxable Subsidiaries”
+Added: GSVC AE Holdings, Inc.
+Added: November 28, 2012
+Added: GSVC AV Holdings, Inc.
+Added: November 28, 2012
+Added: GSVC SW Holdings, Inc.
+Added: November 28, 2012
+Added: GSVC SVDS Holdings, Inc.
+Added: August 13, 2013
+Added: Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity
+Added: and equity-related investments, and to a lesser extent, income from debt investments.
+Added: The Company invests principally in the equity securities
+Added: of what it believes to be rapidly growing venture capital-backed emerging companies.
+Added: The Company may invest in these portfolio companies
+Added: through direct offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, negotiations
+Added: with selling stockholders, investment funds, or through special purpose vehicles (“SPVs”) and other investment funds for the purpose of investing in securities of a single
+Added: private issuer.
+Added: In addition, the Company may invest in private credit and in founders equity, founders warrants, and private investment
+Added: in public equity transactions of special purpose acquisition companies (“SPACs”).
+Added: The Company may also invest on an opportunistic
+Added: basis in select publicly traded equity securities or certain non-U.S.
+Added: companies that otherwise meet its investment criteria, subject
+Added: to any applicable limitations under the 1940 Act.
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
2— SIGNIFICANT ACCOUNTING POLICIES
23 unchanged sentences
and transactions have been eliminated in consolidation.
+Added: The Company invests in and lends to portfolio companies in various industries, including artificial intelligence,
+Added: consumer goods and services, education technology, financial technology and services, logistics and supply chain, software-as-a-service,
+Added: The Company separately evaluates the performance of each of its portfolio company investments.
+Added: However, because each of these
+Added: venture capital investments has similar business and economic characteristics, they have been aggregated into a single reportable segment.
preparation of Condensed Consolidated Financial Statements in accordance with GAAP requires the Company’s management to make a
25 unchanged sentences
The levels of the fair value hierarchy are as follows:
+Added: 1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has
+Added: the ability to access at the measurement date.
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
−Removed: 1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has
−Removed: the ability to access at the measurement date.
2 —Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;
40 unchanged sentences
be valued as follows:
−Removed: The quarterly valuation process
−Removed: begins with each portfolio company or investment being initially valued by the internal investment professionals responsible for the
−Removed: portfolio investment;
−Removed: Preliminary valuation estimates are then documented
−Removed: and discussed with senior management;
−Removed: For all investments for which there are no
−Removed: readily available market quotations, the Valuation Committee engages an independent third-party valuation firm to conduct independent
−Removed: appraisals, review management’s preliminary valuations and make its own independent assessment;
+Added: quarterly valuation process begins with each portfolio company or investment being initially valued by the internal investment professionals
+Added: responsible for the portfolio investment;
+Added: valuation estimates are then documented and discussed with senior management;
+Added: all investments for which there are no readily available market quotations, the Valuation Committee engages an independent third-party
+Added: valuation firm to conduct independent appraisals, review management’s preliminary valuations and make its own independent assessment;
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
−Removed: The Valuation Committee applies
−Removed: the appropriate valuation methodology to each portfolio asset in a consistent manner, considers the inputs provided by management and
−Removed: the independent third-party valuation firm, discusses the valuations and recommends to the Company’s Board of Directors a fair
−Removed: value for each investment in the portfolio;
−Removed: The Company’s Board of Directors then
−Removed: discusses the valuations recommended by the Valuation Committee and determines in good faith the fair value of each investment in the
+Added: Valuation Committee applies the appropriate valuation methodology to each portfolio asset in a consistent manner, considers the inputs
+Added: provided by management and the independent third-party valuation firm, discusses the valuations and recommends to the Company’s
+Added: Board of Directors a fair value for each investment in the portfolio;
+Added: Company’s Board of Directors then discusses the valuations recommended by the Valuation Committee and determines in good faith
+Added: the fair value of each investment in the portfolio.
making a good faith determination of the fair value of investments, the Board of Directors applies valuation methodologies consistent
26 unchanged sentences
in unrealized appreciation or depreciation currently reflected in the condensed consolidated financial statements.
−Removed: investments for which market quotations are readily available in an active market are generally valued at the most recently
−Removed: available closing market prices and are classified as Level 1 assets.
−Removed: Equity investments with readily available market quotations
−Removed: that are subject to sales restrictions due to an initial public offering (“IPO”) by the portfolio company will be
−Removed: classified as Level 1.
−Removed: Any other equity investments with readily available market quotations that are subject to sales restrictions
−Removed: that would transfer to market participants who would buy the security may be valued at a discount for a lack of marketability
−Removed: (“DLOM”) to the most recently available closing market prices.
−Removed: These investments are generally classified as Level 2
−Removed: The DLOM used is generally based upon the market value of publicly traded put options with similar terms.
−Removed: securities with readily available market quotations that are subject to entity-specific contractual sale restrictions, rather than
−Removed: security-specific contractual sale restrictions, if such entity-specific contractual sale restrictions first applied or were
−Removed: modified on or after December 15, 2023, the restrictions are not considered in the determination of fair value for that security.
+Added: investments for which market quotations are readily available in an active market are generally valued at the most recently available
+Added: closing market prices and are classified as Level 1 assets.
+Added: Equity investments with readily available market quotations that are subject
+Added: to sales restrictions due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1.
+Added: other equity investments with readily available market quotations that are subject to sales restrictions that would transfer to market
+Added: participants who would buy the security may be valued at a discount for a lack of marketability (“DLOM”) to the most recently
+Added: available closing market prices.
+Added: These investments are generally classified as Level 2 assets.
+Added: The DLOM used is generally based upon
+Added: the market value of publicly traded put options with similar terms.
+Added: For equity securities with readily available market quotations that
+Added: are subject to entity-specific contractual sale restrictions, rather than security-specific contractual sale restrictions, if such entity-specific
+Added: contractual sale restrictions first applied or were modified on or after December 15, 2023, the restrictions are not considered in the
+Added: determination of fair value for that security.
See “Recently Issued or Adopted Accounting Standards” for more information.
13 unchanged sentences
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
determining the fair value of equity or equity-linked securities (including simple agreement for future equity (“SAFE”) notes
1 unchanged sentence
and limitations of such securities.
−Removed: In cases where a portfolio company’s capital structure includes multiple classes of preferred
−Removed: and common stock and equity-linked securities with different rights and preferences, the Board of Directors may use an option pricing
−Removed: model to allocate value to each equity-linked security, unless it believes a liquidity event such as an acquisition or a dissolution
−Removed: is imminent, or the portfolio company is unlikely to continue as a going concern.
When equity-linked securities expire worthless, any
16 unchanged sentences
The Company’s options are valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
+Added: Special Purpose Vehicles and
+Added: Investment Funds
+Added: At various times, the Company may utilize SPVs and similar investment fund
+Added: structures in the investment process.
+Added: The Company advances money to these SPVs or investment funds that are formed for the specific purpose
+Added: of investing in securities of a single private issuer.
+Added: Generally speaking, these single asset SPVs have the following characteristics:
+Added: (1) the underlying investment in the securities of the single private issuer is the sole activity of the SPV or investment fund;
+Added: Company’s underlying ownership of the single private issuer is proportionate to the Company’s contributions made to the SPV
+Added: or investment fund;
+Added: and (3) the Company will receive its proportionate share of the cash proceeds as the single private issuer is monetized
+Added: and distributed.
+Added: The Condensed Consolidated Schedule of Investments presents the value of the Company’s investment in the SPV or
+Added: investment fund.
+Added: These SPV and fund investments are valued at estimated fair value as determined in good faith by the Company’s
+Added: Board of Directors.
+Added: The SPVs may incur a tax liability associated with distributions made by underlying portfolio investments.
+Added: or investment fund charges management fees or prepaid partnership expenses, those fees may adjust the cost of the SPV.
+Added: In valuing the
+Added: Company’s investments in venture investment funds (“Venture Investment
+Added: Funds”), the Company may apply the practical expedient provided by the ASC Topic 820 relating to investments in certain
+Added: entities that calculate net asset value (“NAV”) per share (or its equivalent).
+Added: ASC Topic 820 permits an entity holding
+Added: investments in certain entities that either are investment companies, or have attributes similar to an investment company, and
+Added: calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such
+Added: investments on the basis of that NAV per share, or its equivalent, without adjustment.
Purpose Acquisition Companies
6 unchanged sentences
less a DLOM if there are security-specific contractual sale restrictions.
−Removed: The Company’s SPAC investments are valued
−Removed: at estimated fair value as determined in good faith by the Company’s Board of Directors.
−Removed: valuing the Company’s investments in venture investment funds (“Venture Investment Funds”), the Company applies the
−Removed: practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value (“NAV”)
−Removed: per share (or its equivalent).
−Removed: ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies,
−Removed: or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily
−Removed: determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment.
+Added: The Company’s SPAC investments are valued at estimated
+Added: fair value as determined in good faith by the Company’s Board of Directors.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Company Investment Classification
9 unchanged sentences
Refer to the Condensed Consolidated Schedules of
−Removed: Investments as of June 30, 2024 and December 31, 2023 for details regarding the nature and composition of the Company’s investment
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
+Added: Investments as of September 30, 2024 and December 31, 2023 for details regarding the nature and composition of the Company’s investment
portfolio companies in which the Company invests may offer their shares in IPOs.
35 unchanged sentences
from contingent consideration are to be recognized when the amount of the contingent consideration becomes realized or realizable.
−Removed: of June 30, 2024 and December 31, 2023, the Company had $ 71,044 and $ 309,293 , respectively, in escrow proceeds receivable.
+Added: of September 30, 2024 and December 31, 2023, the Company had $ 63,745
+Added: and $ 309,293 ,
+Added: respectively, in escrow proceeds receivable.
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
Financing Costs
−Removed: Company records fees and expenses incurred in connection with financing or capital raising activities other than the Company’s 6.00 %
−Removed: Notes due 2026
−Removed: as deferred financing costs.
−Removed: These costs are deferred and amortized using the straight-line method over the respective life of the
−Removed: financing instrument.
−Removed: For modifications to a financing instrument, any unamortized origination costs are expensed.
−Removed: Included within
−Removed: deferred financing costs are offering costs incurred relating to the Company’s shelf registration statement on Form N-2.
−Removed: Company defers these offering costs until capital is raised pursuant to the shelf registration statement or until the shelf
−Removed: registration statement expires.
−Removed: For equity capital raised, the offering costs reduce paid-in capital resulting from the offering.
−Removed: Company records fees and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt issuance costs.
−Removed: are reflected in the carrying value of the 6.00% Notes due 2026, and not the Company’s deferred financing costs.
−Removed: debt capital raised, the associated offering costs are deferred and amortized as part of interest expense using the straight-line
−Removed: method over the life of the debt instrument.
−Removed: As of June 30, 2024 and December 31, 2023, the Company had deferred financing costs of
−Removed: and $ 594,726 ,
−Removed: respectively, on the Condensed Consolidated Statement of Assets and Liabilities.
+Added: Company records fees and expenses incurred in connection with financing or capital raising activities relating to the
+Added: Company’s shelf registration statement on Form N-2 as deferred financing costs.
+Added: The Company also incurred additional offering
+Added: costs in connection with its 6.00 % Notes due 2026.
+Added: The Company defers these offering costs until capital is raised pursuant to the
+Added: shelf registration statement or as the shelf registration statement expires.
+Added: For equity capital raised, the offering costs reduce
+Added: paid-in capital resulting from the offering.
+Added: These costs are deferred and amortized using the straight-line method over the
+Added: respective life of the financing instrument.
+Added: For modifications to a financing instrument, any unamortized origination costs are
+Added: Company records fees and expenses incurred in connection with debt capital raises as deferred
+Added: debt issuance costs.
+Added: Such costs are reflected in the carrying value of the related debt instrument,
+Added: and not the Company’s deferred financing costs.
+Added: For debt capital raised, the associated offering costs are deferred and amortized
+Added: as part of interest expense using the straight-line method over the life of the debt instrument.
+Added: As of September 30, 2024 and December
+Added: 31, 2023, the Company had deferred financing costs of $ 492,952 and $ 594,726 , respectively, on the Condensed Consolidated Statement of
+Added: Assets and Liabilities.
OF DEFERRED FINANCING COSTS
10 unchanged sentences
parking) are not included in the lease cost.
−Removed: On June 3, 2019, the Company entered an operating lease expiring August 31, 2024 for
−Removed: office space, for which the Company has recorded a right-of-use asset and a corresponding lease liability for the operating lease
−Removed: These amounts have been discounted using the rate implicit in the lease.
−Removed: Refer to “Note 7—Commitments and
−Removed: Contingencies— Operating Leases and Related Deposits ” for further detail.
+Added: On September 1, 2024, the Company extended the previous operating lease for office
+Added: space, for an additional term of three years and three months, expiring March 31, 2028 .
+Added: The Company has
+Added: recorded a right-of-use asset and a corresponding lease liability for the operating lease obligation.
+Added: These amounts have been
+Added: discounted using the rate implicit in the lease.
+Added: Refer to “Note 7—Commitments and Contingencies— Operating
+Added: Leases and Related Deposits ” for further detail.
the fair value recognition provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured
22 unchanged sentences
on the Condensed Consolidated Statement of Assets and Liabilities as escrow deposits.
−Removed: As of June 30, 2024 and December 31, 2023, the
−Removed: Company had no escrow deposits.
+Added: As of September 30, 2024 and December 31, 2023,
+Added: the Company had no escrow deposits.
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
Appreciation or Depreciation of Investments
64 unchanged sentences
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
Share Information
4 unchanged sentences
securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period.
−Removed: When applicable, the Company uses the if-converted method in accordance with FASB ASC 260 , Earnings Per Share (“ASC 260”), to determine
−Removed: the number of potentially dilutive shares outstanding.
−Removed: Refer to “Note 6—Net Increase in Net Assets Resulting from Operations
−Removed: per Common Share—Basic and Diluted” for further detail.
+Added: When applicable, the Company uses the if-converted method in accordance with FASB ASC 260 , Earnings Per Share (“ASC 260”),
+Added: to determine the number of potentially dilutive shares outstanding.
+Added: Refer to “Note 6—Net Increase in Net Assets Resulting
+Added: from Operations per Common Share—Basic and Diluted” for further detail.
Issued or Adopted Accounting Standards
1 unchanged sentence
2022-03, “Fair Value Measurements (Topic 820):
−Removed: Fair Value Measurement of Equity Securities
−Removed: Subject to Contractual Sale Restrictions.” This change prospectively prohibits entities from taking into account certain
−Removed: contractual restrictions on the sale of equity securities when estimating fair value and introduces required disclosures for such
−Removed: transactions.
−Removed: The standard is effective for annual periods beginning after December 15, 2023, and applied prospectively.
−Removed: adopted the requirements of ASU 2022-03 during the period ended March 31, 2024.
+Added: Fair Value Measurement of Equity Securities Subject
+Added: to Contractual Sale Restrictions.” This change prospectively prohibits entities from taking into account certain contractual restrictions
+Added: on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions.
+Added: The standard is
+Added: effective for annual periods beginning after December 15, 2023, and applied prospectively.
+Added: The Company adopted the requirements of ASU
+Added: 2022-03 during the period ended March 31, 2024.
December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this update require
19 unchanged sentences
have a material impact on the Company’s future financial statements.
+Added: November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures
+Added: (“ASU 2023- 07”),” which enhances disclosure requirements about significant segment expenses that are regularly
+Added: provided to the chief operating decision maker (the “CODM”).
+Added: ASU 2023-07, among other things, (i) requires a single
+Added: segment public entity to provide all of the disclosures as required by Topic 280, (ii) requires a public entity to disclose the
+Added: title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in
+Added: assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect
+Added: more than one performance measure.
+Added: ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim
+Added: periods beginning with the first quarter ended March 31, 2025.
+Added: Early adoption is permitted and retrospective adoption is required
+Added: for all prior periods presented.
+Added: The Company is currently assessing the impact of this guidance, however, the Company does not
+Added: expect a material impact on its condensed consolidated financial statements.
time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company
8 unchanged sentences
stockholders.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1940 Act prohibits the Company from participating in certain negotiated co-investments with certain affiliates unless it receives an
11 unchanged sentences
by the Company, and the Company’s executive officers and directors.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
−Removed: Company’s investment in Churchill Sponsor VI LLC, the sponsor of Churchill Capital Corp.
−Removed: VI, a SPAC, constituted a “remote-affiliate”
+Added: Company’s investment in Churchill Sponsor VII LLC, the sponsor of Churchill Capital Corp.
+Added: 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
−Removed: and President, has a non-controlling interest in the entity that controlled Churchill Sponsor VI LLC, and was a non-controlling member
+Added: 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.
−Removed: Klein’s brother, Michael Klein, was a control person
+Added: Klein’s brother, Michael Klein, is a control person
of such Churchill entities.
−Removed: On November 17, 2023, Churchill Capital Corp.
−Removed: VI announced that it would not consummate an initial business
+Added: On August 18, 2024, Churchill Capital Corp.
+Added: VII 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
−Removed: a loss on the entirety of its Churchill Sponsor VI LLC common share units and warrant units in the amount of $ 200,000 .
−Removed: Company’s investment in Churchill Sponsor VII LLC, the sponsor of Churchill Capital Corp.
−Removed: VII, a SPAC, constituted a
−Removed: “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark D.
−Removed: Klein, the Company’s
−Removed: Chairman, Chief Executive Officer and President, has a non-controlling interest in the entity that controls Churchill Sponsor VII
−Removed: LLC, and is a non-controlling member of the board of directors of Churchill Capital Corp.
−Removed: In addition, Mr.
−Removed: brother, Michael Klein, is a control person of such Churchill entities.
−Removed: As of June 30, 2024, the fair value of the Company’s
−Removed: remote-affiliate investment in Churchill Sponsor VII LLC was $ 403,871 .
+Added: a loss on the entirety of its Churchill Sponsor VII LLC common share units and warrant units in the amount of $ 300,000 .
Company’s investment in Skillsoft Corp.
−Removed: (f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a
−Removed: “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mr.
−Removed: Klein has a non-controlling
−Removed: interest in the entity that controlled Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp.
−Removed: II, a SPAC, and was a
−Removed: non-controlling member of the board of directors of Churchill Capital Corp.
−Removed: II, through which the Company executed a private
−Removed: investment in public equity transaction in order to acquire common shares of Skillsoft alongside the merger of Skillsoft and
−Removed: Churchill Capital Corp II.
+Added: (f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a “remote-affiliate”
+Added: transaction for purposes of the 1940 Act in light of the fact that Mr.
+Added: Klein has a non-controlling interest in the entity that controlled
+Added: Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp.
+Added: II, a SPAC, and was a non-controlling member of the board of directors
+Added: of Churchill Capital Corp.
+Added: II, through which the Company executed a private investment in public equity transaction in order to acquire
+Added: common shares of Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II.
In addition, Mr.
−Removed: Klein’s brother, Michael Klein, was a control person of such Churchill entities.
−Removed: As of June 30, 2024, the fair value of the Company’s remote-affiliate investment in Skillsoft was $ 678,942 .
+Added: Klein’s brother, Michael
+Added: Klein, was a control person of such Churchill entities.
+Added: As of September 30, 2024, the fair value of the Company’s remote-affiliate
+Added: investment in Skillsoft was $ 760,926 .
Company’s initial investment in Shogun Enterprises, Inc.
3 unchanged sentences
and held a minority equity interest in such portfolio company.
−Removed: As of June 30, 2024, the fair value of the Company’s remote-affiliate
+Added: As of September 30, 2024, the fair value of the Company’s remote-affiliate
investment in Shogun Enterprises, Inc.
11 unchanged sentences
(d/b/a PublicSquare).
−Removed: As of June 30, 2024, the fair value of the Company’s investment in PSQ
−Removed: Holdings, Inc.
+Added: As of September 30, 2024, the fair value of the Company’s investment
+Added: in PSQ Holdings, Inc.
(d/b/a PublicSquare) was $ 4,457,988 .
−Removed: Company’s investment in AltC Sponsor LLC, the sponsor of AltC Acquisition Corp, a SPAC, constituted a
−Removed: “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mr.
−Removed: Klein has a non-controlling
−Removed: interest in one of the entities that controls AltC Sponsor LLC, and Allison Green, the Company’s Chief Financial Officer,
−Removed: Chief Compliance Officer, Treasurer and Secretary, was a non-controlling member of the board of directors of AltC Acquisition Corp
−Removed: until its dissolution upon completion of AltC Acquisition Corp.’s business combination into Oklo, Inc.
−Removed: As of June 30, 2024, the
−Removed: fair value of the Company’s investment in Oklo, Inc.
+Added: Company’s investment in AltC Sponsor LLC, the sponsor of AltC Acquisition Corp, a SPAC, constituted a “remote-affiliate”
+Added: transaction for purposes of the 1940 Act in light of the fact that Mr.
+Added: Klein has a non-controlling interest in one of the entities that
+Added: controlled AltC Sponsor LLC, and Allison Green, the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer and
+Added: Secretary, was a non-controlling member of the board of directors of AltC Acquisition Corp until its dissolution upon completion of AltC
+Added: Acquisition Corp.’s business combination into Oklo, Inc.
+Added: As of September 30, 2024, the fair value of the Company’s investment
+Added: in Oklo, Inc.
was $ 1,405,641 .
2 unchanged sentences
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
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
−Removed: options or agreements to purchase or acquire common and preferred stock) and to a lesser extent, debt securities, issued by private and
−Removed: publicly traded companies.
+Added: options or agreements to purchase or acquire common and preferred stock), and to a lesser extent, debt securities, issued by private
+Added: and publicly traded companies.
The Company may also, from time to time, invest in U.S.
3 unchanged sentences
Treasury bills.
−Removed: As of June 30, 2024, the Company had 65 positions in 39 portfolio companies.
−Removed: As of December
−Removed: 31, 2023, the Company had 63 positions in 38 portfolio companies.
+Added: As of September 30, 2024, the Company had 60
+Added: positions in 37
+Added: portfolio companies.
+Added: As of December 31, 2023, the Company had 63
following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of
−Removed: June 30, 2024 and December 31, 2023:
+Added: September 30, 2024 and December 31, 2023:
SCHEDULE OF COMPOSITION OF INVESTMENT PORTFOLIO
3 unchanged sentences
$ 138,567,805
+Added: $ 107,209,010
+Added: $ 122,744,564
+Added: Common Stock (2)
Debt Investments
2 unchanged sentences
Publicly Traded Portfolio Companies
−Removed: Total Portfolio Investments
+Added: Portfolio Investments
Non-Portfolio Investments
Treasury Bills
−Removed: Total Investments
$ 241,532,648
2 unchanged sentences
$ 247,892,104
+Added: Preferred Stock includes the Company’s investment
+Added: in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested in the Convertible Equity of OpenAI Global, LLC, and the Company’s
+Added: investment in the Class A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares of CoreWeave, Inc.
+Added: Common Stock includes the Company’s Limited Partner Fund Investment in True Global Ventures
+Added: 4 Plus Pte Ltd.
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
−Removed: geographic and industrial compositions of the Company’s portfolio at fair value as of June 30, 2024 and December 31, 2023 were
−Removed: of June 30, 2024
+Added: geographic and industrial compositions of the Company’s portfolio at fair value as of September 30, 2024 and December 31, 2023
+Added: were as follows:
+Added: of September 30, 2024
of December 31, 2023
4 unchanged sentences
$ 184,081,249
−Removed: of June 30, 2024
+Added: of September 30, 2024
of December 31, 2023
−Removed: AI/Big Data/Cloud
+Added: Software-as-a-Service
+Added: Artificial Intelligence Infrastructure & Application
+Added: Consumer Goods & Services
Education Technology
−Removed: Social/Mobile/Consumer
−Removed: Financial Technology
−Removed: Sustainability/Alternative Energy
+Added: Logistics & Supply Chain
+Added: Financial Technology & Services
$ 199,302,778
3 unchanged sentences
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
table below details the composition of the Company’s industrial themes presented in the preceding tables:
−Removed: Management Software
−Removed: GPUs-as-a-Service
−Removed: Chain Technology
−Removed: Innovation Platform
+Added: Intelligence Infrastructure
+Added: Advanced Nuclear Technology
+Added: & Application
+Added: AI Application Fund
+Added: AI Infrastructure
+Added: AI Infrastructure Fund
+Added: Goods & Services
+Added: Beverage Brand
Micromobility
−Removed: Pharmaceutical
−Removed: Estate Platform
−Removed: Improvement Finance
+Added: Technology & Services
+Added: Credit Services
+Added: Access Technology
Finance Technology
Marketplace Finance
+Added: Estate Platform
Purpose Acquisition Company
Investment Fund
−Removed: Social/Mobile/Consumer
+Added: & Supply Chain
+Added: Chain Technology
+Added: Software-as-a-Service
+Added: Management Software
+Added: Innovation Platform
+Added: Improvement Finance
+Added: Pharmaceutical
+Added: Data Platform
Media Technology
Media & Services
−Removed: Beverage Brand
−Removed: Access Technology
−Removed: Data Platform
−Removed: Sustainability/Alternative Energy
−Removed: Advanced Nuclear
−Removed: Carbon Credit Services
−Removed: Clean Technology
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
Valuation Inputs
fair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest
−Removed: level of significant input used in the valuation as of June 30, 2024 and December 31, 2023 are as follows:
+Added: level of significant input used in the valuation as of September 30, 2024 and December 31, 2023 are as follows:
SCHEDULE OF FAIR VALUE OF INVESTMENT VALUATION INPUTS
−Removed: of June 30, 2024
+Added: of September 30, 2024
Investments at Fair Value
3 unchanged sentences
$ 138,567,805
+Added: Common Stock (2)
Debt Investments
5 unchanged sentences
$ 199,302,778
+Added: Preferred Stock includes the Company’s investment
+Added: in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested in the Convertible Equity of OpenAI Global, LLC, and the Company’s
+Added: investment in the Class A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares of CoreWeave, Inc.
+Added: Common Stock includes the Company’s Limited Partner Fund Investment in True Global Ventures
+Added: 4 Plus Pte Ltd.
of December 31, 2023
4 unchanged sentences
$ 122,744,564
+Added: Common Stock (1)
Debt Investments
8 unchanged sentences
$ 247,892,104
+Added: Common Stock includes the Company’s
+Added: Limited Partner Fund Investment in True Global Ventures 4 Plus Pte Ltd.
CAPITAL CORP.
3 unchanged sentences
accordance with FASB ASC 820, Fair Value Measurement , the tables below provide quantitative information about the fair value measurements
−Removed: of the Company’s Level 3 assets as of June 30, 2024 and December 31, 2023.
−Removed: In addition to the techniques and inputs noted in the
−Removed: tables below, according to the Company’s valuation policy, the Board of Directors may also use other valuation techniques and methodologies
−Removed: when determining the fair value measurements of the Company’s assets.
−Removed: The tables below are not intended to be all-inclusive, but
−Removed: rather provide information on the significant Level 3 inputs as they relate to the fair value measurements of the Company’s assets.
−Removed: To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’s
−Removed: Level 3 fair value measurements as of June 30, 2024 and December 31, 2023.
−Removed: Significant changes in the inputs in isolation would result
−Removed: in a significant change in the fair value measurement, depending on the input and the materiality of the investment.
−Removed: Refer to “Note
−Removed: 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.
+Added: of the Company’s Level 3 assets as of September 30, 2024 and December 31, 2023.
+Added: In addition to the techniques and inputs noted
+Added: in the tables below, according to the Company’s valuation policy, the Board of Directors may also use other valuation techniques
+Added: and methodologies when determining the fair value measurements of the Company’s assets.
+Added: The tables below are not intended to be
+Added: all-inclusive, but rather provide information on the significant Level 3 inputs as they relate to the fair value measurements of the
+Added: Company’s assets.
+Added: To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant
+Added: with respect to the Company’s Level 3 fair value measurements as of September 30, 2024 and December 31, 2023.
+Added: Significant changes
+Added: in the inputs in isolation would result in a significant change in the fair value measurement, depending on the input and the materiality
+Added: of the investment.
+Added: Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more
SCHEDULE OF FAIR VALUE OF ASSETS ON UNOBSERVABLE INPUT
−Removed: of June 30, 2024
+Added: of September 30, 2024
Approach/ Technique (1)
(Weighted Average) (3)
−Removed: stock in private companies
−Removed: - 10.79 x ( 8.07 x)
−Removed: - 18.0 % ( 16.2 %)
−Removed: stock in private companies
+Added: Preferred stock in private
+Added: companies (6)
$ 138,567,805
−Removed: - 5.61 x ( 1.52 x)
−Removed: - 1.89 x ( 1.78 x)
+Added: Market approach
+Added: Revenue multiples
- 5.93 x ( 1.61 x)
−Removed: Pricing Model
−Removed: to expiration (Years)
−Removed: to expiration (Years)
+Added: Private Company Discount
+Added: Precedent Transaction
25 % - 100 % ( 57 %)
+Added: Conversion Adjustment Premium
+Added: Revenue multiples
+Added: - 1.88 x ( 1.81 x)
+Added: Dissolution Risk
+Added: Common stock in private companies (7)
+Added: Market approach
+Added: Revenue multiples
+Added: 0.10 x - 11.00 x ( 8.44 x)
+Added: Private Company Discount
15 % - 30 % ( 24 %)
−Removed: of June 30, 2024, the Board of Directors used a hybrid market and income approach to value
−Removed: certain common and preferred stock investments, as the Board of Directors felt this approach
−Removed: better reflected the fair value of these investments.
−Removed: In considering multiple valuation approaches
−Removed: (and consequently, multiple valuation techniques), the valuation approaches and techniques
−Removed: are not likely to change from one period of measurement to the next;
−Removed: however, the weighting
−Removed: of each in determining the final fair value of a Level 3 investment may change based on recent
−Removed: events or transactions.
+Added: Precedent Transaction
+Added: AFFO (4) multiple
+Added: Dissolution Risk
+Added: Debt investments
+Added: Market approach
+Added: Revenue multiples
+Added: - 1.59 x ( 1.49 x)
+Added: Option Pricing Model
+Added: Term to expiration (Years)
+Added: of September 30, 2024, the Board of Directors used a hybrid market and income approach to value certain common and preferred stock
+Added: investments, as the Board of Directors felt this approach better reflected the fair value of these investments.
+Added: In considering multiple
+Added: valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to
+Added: change from one period of measurement to the next;
+Added: however, the weighting of each in determining the final fair value of a Level
+Added: 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.
−Removed: Refer to “Note 2—Significant Accounting
−Removed: Policies— Investments at Fair Value ” for more detail.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Board of Directors considers all relevant information that can reasonably be obtained when
−Removed: determining the fair value of Level 3 investments.
−Removed: Due to any given portfolio company’s
−Removed: information rights, changes in capital structure, recent events, transactions, or liquidity
−Removed: events, the type and availability of unobservable inputs may change.
−Removed: Increases/(decreases)
−Removed: in revenue multiples, earnings before interest and taxes (“EBIT”) multiples,
−Removed: time to expiration, and stock price/strike price would result in higher (lower) fair values,
−Removed: all else equal.
−Removed: Decreases/(increases) in discount rates, volatility, and annual risk rates,
−Removed: would result in higher (lower) fair values, all else equal.
−Removed: The market approach utilizes
−Removed: market value (revenue and EBIT) multiples of publicly traded comparable companies and available
−Removed: precedent sales transactions of comparable companies.
+Added: Refer to “Note 2—Significant Accounting Policies— Investments at
+Added: Fair Value ” for more detail.
+Added: Board of Directors considers all relevant information that can reasonably be obtained when determining the fair value of Level 3
+Added: Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions,
+Added: or liquidity events, the type and availability of unobservable inputs may change.
+Added: Increases/(decreases) in revenue multiples, earnings
+Added: before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher
+Added: (lower) fair values, all else equal.
+Added: Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in
+Added: higher (lower) fair values, all else equal.
+Added: The market approach utilizes market value (revenue and EBIT) multiples of publicly traded
+Added: comparable companies and available precedent sales transactions of comparable companies.
The Board of Directors carefully considers
−Removed: numerous factors when selecting the appropriate companies whose multiples are used to value
−Removed: the Company’s portfolio companies.
−Removed: These factors include, but are not limited to, the
−Removed: type of organization, similarity to the business being valued, relevant risk factors, as
−Removed: well as size, profitability and growth expectations.
−Removed: In general, precedent transactions include
−Removed: recent rounds of financing, recent purchases made by the Company, and tender offers.
−Removed: to “Note 2—Significant Accounting Policies— Investments at Fair Value ”
−Removed: for more detail.
+Added: numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies.
+Added: These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors,
+Added: as well as size, profitability and growth expectations.
+Added: In general, precedent transactions include recent rounds of financing, recent
+Added: purchases made by the Company, and tender offers.
+Added: Refer to “Note 2—Significant Accounting Policies— Investments
+Added: at Fair Value ” for more detail.
weighted averages are calculated based on the fair market value of each investment.
2 unchanged sentences
Expected Return Method, or “PWERM”.
+Added: Stock includes the Company’s investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested in
+Added: the Convertible Equity of OpenAI Global, LLC, and the Company’s investment in the Class A Interest of CW Opportunity 2 LP
+Added: which is invested in the Series C Preferred shares of CoreWeave, Inc.
+Added: Stock includes the Company’s Limited Partner Fund Investment in True Global Ventures 4 Plus Pte Ltd.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
of December 31, 2023
−Removed: Technique (1)
+Added: Approach/ Technique (1)
(Weighted Average) (3)
−Removed: stock in private companies
−Removed: - 11.13 x ( 9.29 x)
−Removed: - 25.0 % ( 18.5 %)
−Removed: stock in private companies
+Added: Preferred stock in private companies
$ 122,744,564
+Added: Market approach
+Added: Revenue multiples
+Added: 0.15 x - 11.41 x ( 2.73 x)
+Added: Discount rate
+Added: Common stock in private companies (6)
+Added: Market approach
+Added: Revenue multiples
- 11.13 x ( 9.29 x)
+Added: - 25.0 % ( 18.5 %)
+Added: Discount Rate
+Added: Debt investments
+Added: Market approach
+Added: Revenue multiples
- 1.66 x ( 1.56 x)
−Removed: to expiration (Years)
+Added: Term to expiration (Years)
- 5.63 ( 0.79 )
+Added: Discount Rate
- 18 % ( 16.0 %)
−Removed: of December 31, 2023, the Board of Directors used a hybrid market and income approach to
−Removed: value certain common and preferred stock investments, as the Board of Directors felt this
−Removed: approach better reflected the fair value of these investments.
−Removed: In considering multiple valuation
−Removed: approaches (and consequently, multiple valuation techniques), the valuation approaches and
−Removed: techniques are not likely to change from one period of measurement to the next;
−Removed: the weighting of each in determining the final fair value of a Level 3 investment may change
−Removed: based on recent events or transactions.
−Removed: The hybrid approach may also consider certain risk
−Removed: weightings to account for the uncertainty of future events.
−Removed: Refer to “Note 2—Significant
−Removed: Accounting Policies— Investments at Fair Value ” for more detail.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Board of Directors considers all relevant information that can reasonably be obtained when
−Removed: determining the fair value of Level 3 investments.
−Removed: Due to any given portfolio company’s
−Removed: information rights, changes in capital structure, recent events, transactions, or liquidity
−Removed: events, the type and availability of unobservable inputs may change.
−Removed: Increases/(decreases)
−Removed: in revenue multiples, earnings before interest and taxes (“EBIT”) multiples,
−Removed: time to expiration, and stock price/strike price would result in higher (lower) fair values,
−Removed: all else equal.
−Removed: Decreases/(increases) in discount rates, volatility, and annual risk rates,
−Removed: would result in higher (lower) fair values, all else equal.
−Removed: The market approach utilizes
−Removed: market value (revenue and EBIT) multiples of publicly traded comparable companies and available
−Removed: precedent sales transactions of comparable companies.
+Added: of December 31, 2023, the Board of Directors used a hybrid market and income approach to value certain common and preferred stock
+Added: investments, as the Board of Directors felt this approach better reflected the fair value of these investments.
+Added: In considering multiple
+Added: valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to
+Added: change from one period of measurement to the next;
+Added: however, the weighting of each in determining the final fair value of a Level
+Added: 3 investment may change based on recent events or transactions.
+Added: The hybrid approach may also consider certain risk weightings to
+Added: account for the uncertainty of future events.
+Added: Refer to “Note 2—Significant Accounting Policies— Investments at
+Added: Fair Value ” for more detail.
+Added: Board of Directors considers all relevant information that can reasonably be obtained when determining the fair value of Level 3
+Added: Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions,
+Added: or liquidity events, the type and availability of unobservable inputs may change.
+Added: Increases/(decreases) in revenue multiples, earnings
+Added: before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher
+Added: (lower) fair values, all else equal.
+Added: Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in
+Added: higher (lower) fair values, all else equal.
+Added: The market approach utilizes market value (revenue and EBIT) multiples of publicly traded
+Added: comparable companies and available precedent sales transactions of comparable companies.
The Board of Directors carefully considers
−Removed: numerous factors when selecting the appropriate companies whose multiples are used to value
−Removed: the Company’s portfolio companies.
−Removed: These factors include, but are not limited to, the
−Removed: type of organization, similarity to the business being valued, relevant risk factors, as
−Removed: well as size, profitability and growth expectations.
−Removed: In general, precedent transactions include
−Removed: recent rounds of financing, recent purchases made by the Company, and tender offers.
−Removed: to “Note 2—Significant Accounting Policies— Investments at Fair Value ”
−Removed: for more detail.
+Added: numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies.
+Added: These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors,
+Added: as well as size, profitability and growth expectations.
+Added: In general, precedent transactions include recent rounds of financing, recent
+Added: purchases made by the Company, and tender offers.
+Added: Refer to “Note 2—Significant Accounting Policies— Investments
+Added: at Fair Value ” for more detail.
weighted averages are calculated based on the fair market value of each investment.
2 unchanged sentences
Expected Return Method, or “PWERM”.
−Removed: aggregate values of Level 3 assets and liabilities changed during the six months ended June 30, 2024 as follows:
+Added: Common Stock includes the Company's Limited Partner Fund Investment in True Global Ventures 4 Plus Pte Ltd.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: aggregate values of Level 3 assets and liabilities changed during the nine months ended September 30, 2024 as follows:
SCHEDULE OF AGGREGATE VALUE OF ASSETS AND LIABILITIES
−Removed: Six Months Ended June 30, 2024
+Added: Months Ended September 30, 2024
Fair Value as of December 31, 2023
6 unchanged sentences
( 1,414,278 )
+Added: ( 1,585,722 )
+Added: ( 13,607,969 )
Exercises and conversions
( 1,338,976 )
−Removed: Realized losses
−Removed: Net change in unrealized appreciation/(depreciation) included in earnings
+Added: Realized gains/(losses)
( 7,529,405 )
( 7,076,812 )
−Removed: Transfers out of Level 3
−Removed: Fair Value as of June 30, 2024
( 14,444,680 )
+Added: Net change in unrealized
+Added: appreciation/(depreciation) included in earnings
( 19,286,404 )
−Removed: Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of June 30, 2024
( 6,400,047 )
+Added: Fair Value as of September 30, 2024
$ 138,567,805
−Removed: the six months ended June 30, 2024, the Company’s portfolio investments had the following
−Removed: corporate actions which are reflected above:
−Removed: Portfolio Company
−Removed: Conversion from
−Removed: Conversion to
−Removed: AltC Sponsor LLC
−Removed: Common shares, Class A
−Removed: Common shares, Class B
+Added: $ 191,177,127
+Added: Net change in unrealized
+Added: appreciation/ (depreciation) of Level 3 investments still held as of September 30, 2024
+Added: $ ( 27,903,880 )
+Added: $ ( 22,682,197 )
+Added: Preferred Stock includes the Company’s investment
+Added: in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested in the Convertible Equity of OpenAI Global, LLC, and the Company’s
+Added: investment in the Class A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares of CoreWeave, Inc.
+Added: Common Stock includes the Company’s Limited Partner Fund Investment in True Global Ventures
+Added: 4 Plus Pte Ltd.
+Added: the nine months ended September 30, 2024, the Company’s portfolio investments had the following corporate actions which are
+Added: reflected above:
+Added: shares, Class A
+Added: shares, Class B
- Common shares, Class A (Level 2)
−Removed: Xgroup Holdings Limited (d/b/a Xpoint)
−Removed: Convertible Note 6 %, Due 10/17/2024
−Removed: Preferred shares, Series A-1
−Removed: Warrants, Series A-1
−Removed: Warrants, Series A
+Added: Holdings Limited (d/b/a Xpoint)
+Added: Note 6 %, Due 10/17/2024
+Added: shares, Series A-1
CAPITAL CORP.
2 unchanged sentences
aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2023 as follows:
−Removed: Year Ended December 31, 2023
+Added: Ended December 31, 2023
Fair Value as of December 31, 2022
17 unchanged sentences
( 9,815,023 )
−Removed: Net change in unrealized appreciation/(depreciation) included in earnings
−Removed: ( 2,010,693 )
−Removed: Transfers out of Level 3
−Removed: ( 1,554,355 )
−Removed: ( 1,157,487 )
+Added: Net change in unrealized
+Added: appreciation/(depreciation) included in earnings
( 2,010,693 )
5 unchanged sentences
$ 168,568,251
−Removed: Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2023
+Added: Net change in unrealized
+Added: appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2023
$ ( 2,010,694 )
1 unchanged sentence
$ ( 512,480 )
−Removed: Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held
+Added: Net change in unrealized
+Added: appreciation/ (depreciation) of Level 3 investments still held
$ ( 2,010,694 )
1 unchanged sentence
$ ( 512,480 )
−Removed: the year ended December 31, 2023, the Company’s portfolio investments had the following
−Removed: corporate actions which are reflected above:
−Removed: Portfolio Company
−Removed: Conversion from
−Removed: Conversion to
−Removed: Orchard Technologies, Inc.
−Removed: Preferred shares, Series D
−Removed: Simple Agreement for Future Equity
−Removed: Senior Preferred shares, Series 1
−Removed: Senior Preferred shares, Series 2
−Removed: Common Shares, Class A
−Removed: Shogun Enterprises, Inc.
+Added: Common Stock includes the Company's Limited Partner Fund Investment in True Global Ventures 4 Plus Pte Ltd.
+Added: the year ended December 31, 2023, the Company’s portfolio investments had the following corporate actions which are reflected
+Added: Technologies, Inc.
+Added: shares, Series D
+Added: Agreement for Future Equity
+Added: Preferred shares, Series 1
+Added: Preferred shares, Series 2
+Added: Shares, Class A
+Added: Enterprises, Inc.
(d/b/a Hearth)
−Removed: Convertible Note 0.5 %
−Removed: Preferred Shares, Series B-3
−Removed: Colombier Sponsor LLC
−Removed: Class B Units
−Removed: Class W Units
−Removed: PSQ Holdings, Inc.
+Added: Shares, Series B-3
+Added: Holdings, Inc.
(d/b/a PublicSquare) - Common shares, Class A (Level 2)
−Removed: PSQ Holdings, Inc.
+Added: Holdings, Inc.
(d/b/a PublicSquare) Warrants (Level 1)
−Removed: AltC Sponsor LLC
−Removed: Common shares, Class A
−Removed: Common shares, Class B
+Added: shares, Class A
+Added: shares, Class B
CAPITAL CORP.
2 unchanged sentences
of Investments In, and Advances to, Affiliates
−Removed: during the six months ended June 30, 2024 involving the Company’s controlled investments and non-controlled/affiliate
−Removed: investments were as follows:
+Added: during the nine months ended September 30, 2024 involving the Company’s controlled investments and non-controlled/affiliate investments
+Added: were as follows:
OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
2 unchanged sentences
Value at December 31, 2023
+Added: and Amortization
Sales/Redemptions
1 unchanged sentence
Gains/(Losses)
−Removed: Value at June 30, 2024
+Added: Value at September 30, 2024
INVESTMENTS * (2)
Purpose Acquisition Company
−Removed: Sponsor II LLC**–Class W Units
+Added: Colombier Sponsor
+Added: II LLC**–Class W Units
$ 498,305 - -
−Removed: (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A
+Added: Total Options
Preferred Stock
−Removed: (f/k/a GSV Sustainability Partners, Inc.)–Common shares
+Added: Sustainability Partners, Inc.)–Preferred shares, Class A
+Added: ( 6,776,462 )
+Added: Total Preferred Stock
+Added: ( 6,776,462 )
+Added: Sustainability Partners, Inc.)–Common shares
Finance Technology
−Removed: Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV***
+Added: Architect Capital PayJoy
+Added: SPV, LLC**–Membership Interest in Lending SPV***
( 10,000,000 )
Purpose Acquisition Company
−Removed: Sponsor II LLC**–Class B Units
+Added: Colombier Sponsor II LLC**–Class
( 10,000,000 )
1 unchanged sentence
$ ( 10,374,950 )
+Added: $ ( 6,793,207 )
NON-CONTROLLED/AFFILIATE
INVESTMENTS * (1)
−Removed: Innovation Platform
−Removed: (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8 %, Due 8/23/2024 (4)
Debt Investments
−Removed: Research, Inc.–Preferred shares, Series C
+Added: Innovation Platform
+Added: (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8 %,
+Added: Due 8/23/2024
+Added: $ ( 1,414,278 )
+Added: $ ( 237,219 )
+Added: Total Debt Investments
+Added: ( 1,414,278 )
+Added: Preferred Stock
+Added: Maven Research, Inc.–Preferred
+Added: shares, Series C
Research, Inc.–Preferred shares, Series B
8 unchanged sentences
( 3,890,410 )
−Removed: Preferred Stock
+Added: Total Preferred Stock
( 3,890,410 )
1 unchanged sentence
(f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024 (6)
+Added: ( 1,585,722 )
+Added: ( 6,982,628 )
Global Innovation Platform
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSquare)** (7)(3) – Warrants
( 1,585,722 )
−Removed: Inc.–Common shares
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSquare)** (7)(3) – Common shares, Class A
( 6,982,628 )
+Added: PSQ Holdings,
+Added: (d/b/a PublicSquare)** (3)(4) – Warrants
( 1,585,722 )
+Added: ( 6,982,628 )
+Added: Curious.com, Inc.–Common shares
+Added: PSQ Holdings,
+Added: (d/b/a PublicSquare)** (3)(4) – Common shares, Class A
NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
1 unchanged sentence
$ ( 6,598,526 )
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
portfolio investments are non-income-producing, unless otherwise identified.
1 unchanged sentence
may be subject to lock-up restrictions upon their IPO.
−Removed: Preferred dividends are generally only
−Removed: payable when declared and paid by the portfolio company’s board of directors.
−Removed: The Company’s
−Removed: directors, officers, employees and staff, as applicable, may serve on the board of directors
−Removed: of the Company’s portfolio investments.
−Removed: (Refer to “Note 3—Related-Party
−Removed: Arrangements”).
−Removed: All portfolio investments are considered Level 3 and valued using significant
−Removed: unobservable inputs, unless otherwise noted.
−Removed: (Refer to “Note 4—Investments at
−Removed: Fair Value”).
−Removed: All of the Company’s portfolio investments are restricted
−Removed: as to resale, unless otherwise noted, and were valued at fair value as determined in good
−Removed: faith by the Company’s Board of Directors.
+Added: Preferred dividends are generally
+Added: only payable when declared and paid by the portfolio company’s board of directors.
+Added: The Company’s directors, officers, employees and staff, as applicable, may serve on
+Added: the board of directors of the Company’s portfolio investments.
+Added: (Refer to “Note
+Added: 3—Related-Party Arrangements”).
+Added: All portfolio investments are considered Level
+Added: 3 and valued using significant unobservable inputs, unless otherwise noted.
+Added: (Refer to “Note
+Added: 4—Investments at Fair Value”).
+Added: All of the Company’s portfolio investments
+Added: are restricted as to resale, unless otherwise noted, and were valued at fair value as determined
+Added: in good faith by the Company’s Board of Directors.
(Refer to “Note 2—Significant
Accounting Policies— Investments at Fair Value ”).
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Indicates assets that SuRo Capital Corp.
−Removed: believes do not represent
−Removed: “qualifying assets” under Section 55(a) of the 1940 Act.
−Removed: Of the Company’s total investments as of June 30, 2024, 24.20 %
+Added: assets that SuRo Capital Corp.
+Added: believes do not represent “qualifying assets”
+Added: under Section 55(a) of the 1940 Act.
+Added: Of the Company’s total investments as of September
30, 2024, 28.23 % of its total investments are non-qualifying assets.
19 unchanged sentences
“Note 4—Investments at Fair Value”.
−Removed: of June 30, 2024, the investments noted had been placed on non-accrual status.
+Added: (4) SuRo Capital Corp.’s ownership percentage in PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) decreased to below 5% and as
+Added: such, PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) is no longer classified as an “affiliate investment” as of September 30, 2024.
+Added: As such, the Company has reflected a “transfer out” of the “Non-Controlled/Affiliate Investment” category above as
+Added: of September 30, 2024 to indicate that the investment in PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare), while still held as of September 30,
+Added: 2024, does not meet the criteria of an affiliate investment as defined in the 1940 Act.
Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
wholly owned subsidiary, GSVC SW Holdings, Inc.
−Removed: August 23, 2019, SuRo Capital Corp.
−Removed: amended the structure of its investment in OneValley,
−Removed: (f/k/a NestGSV, Inc.).
−Removed: As part of the agreement, SuRo Capital Corp.’s equity holdings
−Removed: (warrants notwithstanding) were restructured into a derivative security.
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period,
−Removed: ending August 23, 2024, while SuRo Capital Corp.
−Removed: can put the shares to OneValley, Inc.
−Removed: NestGSV, Inc.) at the end of the five year period.
−Removed: Capital Corp.’s shares of PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) Class A Common shares are subject to contractual sale restrictions
−Removed: in the form of a lock-up agreement applicable to the common shares after the company’s IPO, while the PSQ Holdings, Inc.
−Removed: PublicSquare) warrants are freely tradable.
−Removed: The lock-up agreement expires on July 19, 2024.
CAPITAL CORP.
16 unchanged sentences
( 1,159,150 )
+Added: Total Options
( 1,159,150 )
−Removed: (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A
Preferred Stock
−Removed: (f/k/a GSV Sustainability Partners, Inc.)–Common shares
+Added: Sustainability Partners, Inc.)–Preferred shares, Class A
+Added: Total Preferred Stock
+Added: Sustainability Partners, Inc.)–Common shares
Finance Technology
−Removed: Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV***
+Added: Architect Capital PayJoy
+Added: SPV, LLC**–Membership Interest in Lending SPV***
Purpose Acquisition Company
−Removed: Sponsor II LLC**–Class B Units
+Added: Colombier Sponsor II
+Added: LLC**–Class B Units
Sponsor LLC** (6) –Class B Units
4 unchanged sentences
$ ( 600,693 )
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONDENSED
+Added: CONSOLIDATED FINANCIAL STATEMENTS
+Added: Type/Industry/Portfolio Company/Investment
+Added: Interest, Fees, or Dividends Credited in Income
+Added: Fair Value at December 31, 2022
+Added: Transfer In/ (Out)
+Added: Capitalized Fees,
+Added: Realized Gains/(Losses)
+Added: Unrealized Gains/(Losses)
+Added: Fair Value at December 31, 2023
+Added: Percentage of Net Assets
NON-CONTROLLED/AFFILIATE
INVESTMENTS * (1)
+Added: Debt Investments
Innovation Platform
1 unchanged sentence
$ ( 720,805 )
−Removed: Debt Investments
−Removed: Research, Inc.–Preferred shares, Series C
+Added: Total Debt Investments
+Added: Preferred Stock
+Added: Maven Research, Inc.–Preferred
+Added: shares, Series C
Research, Inc.–Preferred shares, Series B
15 unchanged sentences
Interactive Learning
−Removed: Preferred Stock
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONDENSED
+Added: CONSOLIDATED FINANCIAL STATEMENTS
+Added: Type/Industry/Portfolio Company/Investment
+Added: Interest, Fees, or Dividends Credited in Income
+Added: Fair Value at December 31, 2022
+Added: Transfer In/(Out)
+Added: Purchases, Capitalized Fees, Interest and Amortization
+Added: Realized Gains/ (Losses)
+Added: Unrealized Gains/ (Losses)
+Added: Fair Value at December 31, 2023
+Added: Percentage of Net Assets
+Added: Total Preferred
( 10,914,377 )
7 unchanged sentences
(d/b/a PublicSquare)** (6) – Warrants
−Removed: Inc.–Common shares
+Added: Curious.com, Inc.–Common shares
Holdings, Inc.
27 unchanged sentences
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Indicates assets that SuRo Capital Corp.
−Removed: believes do not represent
−Removed: “qualifying assets” under Section 55(a) of the 1940 Act.
+Added: assets that SuRo Capital Corp.
+Added: believes do not represent “qualifying assets”
+Added: under Section 55(a) of the 1940 Act.
Of the Company’s total investments as of December
49 unchanged sentences
its investment in Ozy Media, Inc.
−Removed: SURO CAPITAL CORP.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5 unchanged sentences
Following several intervening
−Removed: approvals from the Company’s Board of Directors to increase the amount of shares of our common stock that may be repurchased under
−Removed: the discretionary Share Repurchase Program and/or to extend the Share Repurchase Program to later expiration dates, most recently, on
−Removed: 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
−Removed: common stock that may be repurchased under, the discretionary Share Repurchase Program until the earlier of (i) October 31, 2024 or (ii)
−Removed: the repurchase of $ 60.0 million in aggregate amount of the Company’s common stock.
+Added: approvals from the Company’s Board of Directors to increase the amount of shares of the Company’s common stock that may be
+Added: repurchased under the discretionary Share Repurchase Program and/or to extend the Share Repurchase Program to later expiration dates, on August 7, 2023, the Company’s Board of Directors authorized an extension of, and an increase in the amount of
+Added: shares of the Company’s common stock that may be repurchased under, the discretionary Share Repurchase Program until the earlier
+Added: 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.
−Removed: the three and six months ended June 30, 2024 and 2023, the Company did no t repurchase any shares of the Company’s common stock
−Removed: under the Share Repurchase Program.
−Removed: As of June 30, 2024, the dollar value of shares that remained available to be purchased by the Company
−Removed: under the Share Repurchase Program was approximately $ 20.7 million.
+Added: the three and nine months ended September 30, 2024, the Company did no t repurchase any shares of the Company’s common stock under
+Added: the Share Repurchase Program.
+Added: During the three and nine months ended September 30, 2023, the Company repurchased 186,493 shares of the
+Added: Company’s common stock under the Share Repurchase Program.
+Added: As of September 30, 2024, the dollar value of shares that remained available
+Added: to be purchased by the Company under the Share Repurchase Program was approximately $ 20.7 million.
Dutch Auction Tender Offer
33 unchanged sentences
agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
−Removed: the three and six months ended June 30, 2024 and 2023, the Company did not issue or sell Shares under the ATM Program.
−Removed: As of June 30,
+Added: the three and nine months ended September 30, 2024 and 2023, the Company did not issue or sell Shares under the ATM Program.
+Added: As of September
30, 2024, up to approximately $ 98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.
1 unchanged sentence
following information sets forth the computation of basic and diluted net change in net assets resulting from operations per common share,
−Removed: pursuant to ASC 260, for the three and six months ended June 30, 2024 and 2023.
+Added: pursuant to ASC 260, for the three and nine months ended September 30, 2024 and 2023.
SCHEDULE OF BASIC AND
DILUTED COMMON SHARE
−Removed: Three Months Ended June 30,
−Removed: Six Months Ended June 30,
−Removed: Earnings per common share–basic:
−Removed: Net change in net assets resulting from operations
−Removed: $ ( 10,651,183 )
−Removed: $ ( 15,620,024 )
+Added: Months Ended September 30,
+Added: Months Ended September 30,
+Added: per common share–basic:
+Added: Net change in net assets resulting
+Added: from operations
$ ( 5,452,245 )
$ ( 38,168,774 )
−Removed: Weighted-average common shares–basic
−Removed: Earnings per common share–basic
−Removed: Earnings per common share–diluted:
−Removed: Net change in net assets resulting from operations
+Added: Weighted-average common
+Added: per common share–basic
+Added: per common share–diluted:
+Added: Net change in net assets
+Added: resulting from operations
$ ( 5,452,245 )
$ ( 38,168,774 )
+Added: Adjustment for interest and amortization on 6.50 % Convertible Notes due 2029 (1)
+Added: Net change in net assets resulting from operations, as adjusted
$ ( 5,452,245 )
$ ( 38,168,774 )
−Removed: Weighted-average common shares outstanding–diluted (1)
−Removed: Earnings per common share–diluted
−Removed: the three and six months ended June 30, 2024 and June 30, 2023, there were no potentially
−Removed: dilutive securities outstanding.
+Added: Adjustment for dilutive effect of 6.50 % Convertible Notes due 2029 (1)
+Added: Weighted-average common
+Added: shares outstanding–diluted (1)
+Added: per common share–diluted
+Added: the three and nine months ended September 30, 2024, 3,225,808 potentially dilutive common
+Added: shares were excluded from the weighted-average common shares outstanding for diluted net
+Added: decrease in net assets resulting from operations per common shares because the effect of
+Added: these shares would have been anti-dilutive.
+Added: For the three and nine months ended September
+Added: 30, 2023, there were no potentially dilutive securities outstanding.
7— COMMITMENTS AND CONTINGENCIES
7 unchanged sentences
The Company is not currently a party to any material legal proceedings.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Leases and Related Deposits
−Removed: Company currently has one operating lease for office space for which the Company has recorded a right-of-use asset and lease liability
−Removed: for the operating lease obligation.
−Removed: The lease commenced June 3, 2019 and expires August 31, 2024.
−Removed: The lease expense is presented as a single
−Removed: lease cost that is amortized on a straight-line basis over the life of the lease.
−Removed: of June 30, 2024 and December 31, 2023, the Company booked a right-of-use asset and operating lease liability of $ 33,025 and $ 112,485 ,
+Added: Company currently has one operating lease for office space for which the Company has recorded a right-of-use asset and lease
+Added: liability for the operating lease obligation.
+Added: The lease originally commenced on June 3, 2019 and expired on August 31, 2024.
+Added: September 1, 2024, the Company extended the previous operating lease for office space for an additional term of three years and three
+Added: months, expiring March 31, 2028.
+Added: The lease expense is presented as a single lease cost
+Added: that is amortized on a straight-line basis over the life of the lease.
+Added: of September 30, 2024 and December 31, 2023, the Company booked a right-of-use asset and operating lease liability of $ 455,109 and $ 112,485 ,
respectively, on the Condensed Consolidated Statement of Assets and Liabilities.
−Removed: As of June 30, 2024 and December 31, 2023, the Company
−Removed: recorded a security deposit of $ 16,574 and $ 16,574 , respectively, on the Condensed Consolidated Statement of Assets and Liabilities.
−Removed: For the three months ended June 30, 2024 and 2023, the Company incurred $ 53,684 and $ 50,441 , respectively, of operating lease expense.
−Removed: For the six months ended June 30, 2024 and 2023, the Company incurred $ 106,346 and $ 99,164 , respectively, of operating lease expense.
+Added: As of September 30, 2024 and December 31, 2023, the
+Added: Company recorded a security deposit of $ 16,574 and $ 16,574 , respectively, on the Condensed Consolidated Statement of Assets and Liabilities.
+Added: For the three months ended September 30, 2024 and 2023, the Company incurred $ 49,512 and $ 52,472 , respectively, of operating lease expense.
+Added: For the nine months ended September 30, 2024 and 2023, the Company incurred $ 155,859 and $ 151,637 , 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.
−Removed: As of June 30, 2024, the remaining lease term was 0.2 years and the discount rate was 3.00 %.
−Removed: following table shows future minimum payments under the Company’s operating lease as of June 30, 2024:
+Added: As of September 30, 2024, the remaining lease term was 3.3 years and the discount rate was 3.00 %.
+Added: following table shows future minimum payments under the Company’s operating lease as of September 30, 2024:
OF FUTURE MINIMUM PAYMENTS OF OPERATION LEASE
−Removed: For the Year Ended December 31,
+Added: Ended December 31,
CAPITAL CORP.
3 unchanged sentences
OF FINANCIAL HIGHLIGHTS
−Removed: Three Months Ended June 30,
−Removed: Six Months Ended June 30,
+Added: Months Ended September 30,
+Added: Months Ended September 30,
Per Basic Share Data
−Removed: Net asset value at beginning of the year
−Removed: Net investment loss (1)
−Removed: Net realized loss on investments (1)
−Removed: Net change in unrealized appreciation/(depreciation) of investments (1)
+Added: Net asset value at beginning of
+Added: investment loss (1)
+Added: realized loss on investments (1)
+Added: loss on partial repurchase of 6.00% Notes due December 30, 2026 (1)
+Added: change in unrealized appreciation/(depreciation) of investments (1)
Repurchase of common stock (1)
−Removed: Stock-based compensation (1)
+Added: compensation (1)
Net asset value at end of period
Per share market value at end of period
−Removed: Total return based on market value (2)
+Added: return based on market value (2)
Total return based on net
12 unchanged sentences
$ 206,224,853
−Removed: Ratio of net operating expenses to average net assets (3)
−Removed: Ratio of net investment loss to average net assets (3)
+Added: of net operating expenses to average net assets (3)
+Added: of net investment loss to average net assets (3)
Portfolio Turnover Ratio
10 unchanged sentences
an individual investor’s ratios may vary from these ratios.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9— INCOME TAXES
19 unchanged sentences
stockholders.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
a RIC, the Company will be subject to a 4 % nondeductible U.S.
33 unchanged sentences
are not currently payable/receivable.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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.
−Removed: of June 30, 2024, there were no material interest or penalties incurred related to uncertain tax positions.
+Added: of September 30, 2024, there were no material interest or penalties incurred related to uncertain tax positions.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10— DEBT CAPITAL ACTIVITIES
11 unchanged sentences
The 6.00% Notes due 2026 have a maturity
−Removed: date of December 30, 2026, unless previously repurchased in accordance with their terms.
−Removed: The Company has the right to redeem the 6.00%
−Removed: 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
−Removed: the outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest.
+Added: date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms.
+Added: The Company has the right to redeem
+Added: 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
+Added: 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.
−Removed: Company records fees and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt issuance costs.
−Removed: Such costs are
−Removed: reflected in the carrying value of the 6.00% Notes due 2026.
−Removed: As of June 30, 2024 and December 31, 2023, the Company had deferred debt
−Removed: issuance costs of $ 1,076,259 and $ 1,254,793 , respectively, associated with the 6.00% Notes due 2026.
+Added: Company records certain fees and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt issuance costs.
+Added: costs are reflected in the carrying value of the 6.00% Notes due 2026.
+Added: As of September 30, 2024 and December 31, 2023, the Company
+Added: had deferred debt issuance costs of $ 587,682 and
+Added: $ 1,254,793 ,
+Added: respectively, associated with the 6.00% Notes due 2026.
+Added: The table below shows a reconciliation from the aggregate principal amount
+Added: of 6.00% Notes due 2026 to the balance shown on the Condensed Consolidated Statements of Assets and Liabilities.
+Added: SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
+Added: September 30, 2024
+Added: December 31, 2023
+Added: Aggregate principal amount of 6.00% Notes due 2026
+Added: Direct deduction of deferred debt issuance costs
+Added: ( 1,254,793 )
6.00% Notes due 2026 are listed for trading on the Nasdaq Global Select Market under the symbol “SSSSL”.
The reported closing
−Removed: market price of SSSSL on June 30, 2024 and December 31, 2023 was $ 24.11 and $ 23.80 per note, respectively.
−Removed: As of June 30, 2024 and December
−Removed: 31, 2023, the fair value of the 6.00% Notes due 2026 was $ 72.3 million and $ 71.4 million, respectively.
−Removed: The 6.00% Notes due 2026 are
−Removed: classified as Level 1 of the fair value hierarchy (Refer to “Note 2 — Significant Accounting Policies”).
−Removed: 30, 2024 and December 31, 2023, the Company was in compliance with the terms of the Indenture.
+Added: market price of SSSSL on September 30, 2024 and December 31, 2023 was $ 24.68 and $ 23.80 per note, respectively.
+Added: As of September 30, 2024
+Added: and December 31, 2023, the fair value of the 6.00% Notes due 2026 was $ 49.1 million and $ 71.4 million, respectively.
+Added: The 6.00% Notes
+Added: due 2026 are classified as Level 1 of the fair value hierarchy (Refer to “Note 2 — Significant Accounting Policies”).
+Added: As of September 30, 2024 and December 31, 2023, the Company was in compliance with the terms of the Indenture.
+Added: August 6, 2024, the Company’s Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”),
+Added: which allows the Company to repurchase up to 46.67 %, or $ 35.0 million in aggregate principal amount, of its 6.00% Notes due 2026 through
+Added: open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange
+Added: During the three months ended September 30, 2024, the Company repurchased and retired $ 25.3 million of aggregate principal amount
+Added: of the 6.00% Notes due 2026.
+Added: Convertible Notes due 2029
+Added: August 14, 2024, the Company issued $ 25.0 million
+Added: aggregate principal amount of convertible notes, which bear interest at a rate of 6.50 %
+Added: per year, payable
+Added: quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on September 30, 2024 (the
+Added: “6.50% Convertible Notes due 2029”).
+Added: The 6.50% Convertible Notes due 2029 were issued privately pursuant to a Notes
+Added: Purchase Agreement (the “Notes Purchase Agreement”) between the Company and the purchaser identified therein (the
+Added: “Purchaser”).
+Added: The 6.50% Convertible Notes due 2029 mature on August
+Added: 14, 2029 (the “6.50% Convertible Notes due 2029”), unless previously repurchased, redeemed or converted in
+Added: accordance with the terms of the Notes Purchase Agreement .
+Added: The Company does not have the right to redeem the 6.50% Convertible
+Added: Notes due 2029 prior to August 6, 2027.
+Added: On or after August 6, 2027, the Company may redeem the 6.50% Convertible Notes due 2029 upon
+Added: the fulfillment of certain conditions .
+Added: 6.50% Convertible Notes due 2029 will be convertible into shares of the Company’s common stock at the Purchaser’s sole
+Added: discretion at an initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible
+Added: Notes due 2029, which represent a conversion price of approximately $ 7.75 per share, subject to adjustment as provided in the Notes
+Added: Purchase Agreement.
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: 6.50% Convertible Notes due 2029 are direct unsecured obligations of the Company and rank pari passu, or equal in right of payment, with
+Added: any outstanding existing or future unsecured, unsubordinated indebtedness of the Company.
+Added: The 6.50% Convertible Notes due 2029 are junior
+Added: in right of payment to any existing or future secured credit facility;
+Added: provided, however, that if the Company enters into a future credit
+Added: facility senior in right of payment to the 6.50% Convertible Notes due 2029 (including any secured indebtedness), the interest on the outstanding principal amount of the 6.50% Convertible Notes due 2029 shall increase as of the date of such entry to 7.00 %
+Added: Company records fees and expenses incurred in connection with its 6.50% Convertible Notes due 2029 as deferred debt issuance costs.
+Added: costs are reflected in the carrying value of the 6.50% Convertible Notes due 2029.
+Added: As of September 30, 2024, the Company had deferred
+Added: debt issuance costs of $ 844,430
+Added: associated with the 6.50% Convertible Notes due
+Added: SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
+Added: September 30, 2024
+Added: December 31, 2023
+Added: Aggregate principal amount of 6.50% Convertible Notes due 2029
+Added: Direct deduction of deferred debt issuance costs
11— STOCK-BASED COMPENSATION
17 unchanged sentences
of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant).
−Removed: During the six months ended June 30, 2024, the Company granted 48,192 restricted shares to the Company’s non-employee directors
+Added: During the nine months ended September 30, 2024, the Company granted 48,192 restricted shares to the Company’s non-employee directors
pursuant to the Amended & Restated 2019 Equity Incentive Plan.
14 unchanged sentences
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.
−Removed: the six months ended June 30, 2024, the Company did not grant any restricted shares to the Company’s officers pursuant to the Amended
−Removed: & Restated 2019 Equity Incentive Plan.
−Removed: the six months ended June 30, 2024 and 2023, the Company recognized stock-based compensation expense of $ 1,392,266 and $ 1,525,258 , respectively,
−Removed: not including executive and employee forfeits.
−Removed: As of June 30, 2024 and December 31, 2023, there were approximately $ 3,657,621 and $ 4,849,887 ,
−Removed: respectively, of total unrecognized compensation costs related to the restricted share grants.
−Removed: Compensation expense associated with the
−Removed: restricted shares is recognized on a quarterly basis over the respective vesting periods.
+Added: the nine months ended September 30, 2024, the Company did not grant any restricted shares to the Company’s officers pursuant to
+Added: the Amended & Restated 2019 Equity Incentive Plan.
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: following table summarizes the activities for the Company’s restricted share grants for the six months ended June 30, 2024 under
−Removed: the Amended & Restated 2019 Equity Incentive Plan:
+Added: the nine months ended September 30, 2024 and 2023, the Company recognized stock-based compensation expense of $ 1,969,534 and $ 2,300,237 ,
+Added: respectively, not including executive and employee forfeits.
+Added: As of September 30, 2024 and December 31, 2023, there were approximately
+Added: $ 3,080,353 and $ 4,849,887 , respectively, of total unrecognized compensation costs related to the restricted share grants.
+Added: expense associated with the restricted shares is recognized on a quarterly basis over the respective vesting periods.
+Added: following table summarizes the activities for the Company’s restricted share grants for the nine months ended September 30, 2024
+Added: under the Amended & Restated 2019 Equity Incentive Plan:
OF EQUITY INCENTIVE PLAN
−Removed: Number of Restricted Shares
+Added: of Restricted Shares
Outstanding as of December 31, 2023 (1)
−Removed: Outstanding as of June 30, 2024
−Removed: Vested as of June 30, 2024
+Added: Outstanding as of September 30, 2024
+Added: Vested as of September 30, 2024
+Added: (1) Not including unvested dividends.
balance of vested shares reflects the total shares vested during the period and has not been
4 unchanged sentences
12— SUBSEQUENT EVENTS
−Removed: July 1, 2024 through August 7, 2024, the Company exited or received proceeds from the following investments (not including short-term U.S.
−Removed: Treasury bills).
−Removed: SCHEDULE OF INVESTMENTS BY COMPANY
−Removed: Portfolio Company
−Removed: Transaction Date
−Removed: Average Net Share Price (1)
−Removed: Realized Gain (2)
−Removed: PSQ Holdings, Inc.
−Removed: (d/b/a PublicSq.) - Common Shares (3)
−Removed: The average net share price is the net share price realized after deducting
−Removed: all commissions and fees on the sale(s), if applicable.
−Removed: Realized gain does not include adjustments to amounts held in escrow receivable.
−Removed: As of August 7, 2024, SuRo Capital held 1,756,032 PSQ Holdings, Inc.
−Removed: PublicSq.) public common shares.
+Added: October 1, 2024 through November 7, 2024, the Company made the following investments (not including capitalized transaction costs).
+Added: SCHEDULE OF INVESTMENTS
+Added: CoreWeave, Inc.
+Added: Series A Preferred Shares
+Added: IH10, LLC (1)
+Added: Membership Interest
+Added: LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: We are invested in the
+Added: Series B Preferred Shares of VAST Data, Ltd.
+Added: through our investment in the Membership Interest of IH10, LLC.
+Added: October 1, 2024 through November 7, 2024, the Company exited or received proceeds from the following investments.
+Added: OF INVESTMENTS BY COMPANY
+Added: Net Share Price (1)
+Added: Holdings, Inc.
+Added: (d/b/a PublicSq.) - Public Common Shares (3)
+Added: average net share price is the net share price realized after deducting all commissions and
+Added: fees on the sale(s), if applicable.
+Added: gain does not include adjustments to amounts held in escrow receivable.
+Added: of November 7, 2024, SuRo Capital held 793,882 PSQ Holdings, Inc.
+Added: (d/b/a PublicSq.) public
+Added: common shares.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Company is frequently in negotiations with various private companies with respect to investments in such companies.
7 unchanged sentences
equity investments will be effectuated.
+Added: Notes due 2026 - Note Repurchase Program
+Added: October 1, 2024 and October 4, 2024, the Company repurchased an additional 201,446 units of the 6.00% Notes due 2026 under the Note Repurchase
+Added: As of November 7, 2024, the aggregate principal dollar amount of 6.00% Notes due 2026 that may yet be repurchased by the Company
+Added: under the Note Repurchase Program is approximately $ 4.7 million.
+Added: 6.50% Convertible Notes Due 2029
+Added: to the Note Purchase Agreement, on October 9, 2024 the Company issued and sold, and the Purchaser purchased, $ 5.0 million in aggregate
+Added: principal amount of additional 6.50 % Convertible Notes due 2029 (the “Additional Notes”).
+Added: The Additional Notes are treated
+Added: as a single series with the Company’s outstanding 6.50 % Convertible Notes due 2029 (the “Initial Notes”) and have the
+Added: same terms as the Initial Notes.
+Added: The Additional Notes are fungible and rank equally with the Initial Notes.
+Added: Upon issuance of the Additional
+Added: Notes, the outstanding aggregate principal amount of the Company’s 6.50 % Convertible Notes due 2029 became $ 30.0 million.
Repurchase Program
−Removed: August 6, 2024, the Company’s Board of Directors approved a discretionary note
−Removed: repurchase program (the “Note Repurchase Program”) which allows the Company to repurchase
−Removed: up to 46.67 %, or $ 35.0 million in aggregate principal amount, of its 6.00% Notes due 2026
−Removed: through open market purchases, including block purchases, in such manner as will comply with
−Removed: the provisions of the 1940 Act and the Exchange Act.
−Removed: As of August 7, 2024, the Company had
−Removed: not repurchased any of the 6.00% Notes due 2026 under the Note Repurchase Program.
−Removed: Convertible Note Purchase Agreement
−Removed: On August 6, 2024,
−Removed: the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”), by and between the Company and the purchaser identified
−Removed: therein (the “Purchaser”), pursuant to which the Company may issue up to a maximum of $ 75.0
−Removed: million in aggregate principal amount of 6.50 %
−Removed: Convertible Notes due 2029 (the “Convertible Notes”).
−Removed: Pursuant to the Note Purchase Agreement, the Company agreed to issue and sell,
−Removed: and the Purchaser agreed to purchase, up to $ 25.0 million in aggregate principal amount of the Convertible Notes (the “Initial
−Removed: Thereafter, upon mutual agreement between the Company and the Purchaser, it may issue additional Convertible Notes for
−Removed: sale in subsequent offerings (the “Additional Notes”), or issue additional notes with modified pricing terms (the “New
−Removed: Notes”), in the aggregate for both the Additional Notes and the New Notes, up to a maximum of $ 50.0 million in one or more private
−Removed: The Purchaser will acquire, and the Company will issue, up to $ 25.0 million of the Initial Notes on or about August 14, 2024 (the “Initial
−Removed: Closing Date”), and thereafter at such time and date as the Purchaser and the Company mutually agree to purchase and sell any Additional
−Removed: Interest on the
−Removed: Convertible Notes will be paid quarterly in arrears on March 30, June 30, September 30, and December 30, at a rate of 6.50 %
−Removed: per year, beginning September 30, 2024.
−Removed: The Convertible Notes will mature on August 14, 2029 and may be redeemed in whole or
−Removed: in part at any time or from time to time at the Company’s option on or after August 6, 2027 upon the fulfillment of
−Removed: certain conditions.
−Removed: Convertible Notes will be convertible into shares of the Company’s common stock at the Purchaser’s sole discretion at an initial
−Removed: conversion rate of 129.0323 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes, subject to adjustment as provided in the Note Purchase Agreement.
−Removed: The net proceeds from the offering will be used to repay outstanding indebtedness, make
−Removed: investments in accordance with the Company’s investment objective and investment strategy, and for other general corporate
−Removed: The Note Purchase Agreement includes customary representations, warranties, and covenants by the Company.
+Added: October 29, 2024, the Company’s Board of Directors authorized an extension of the Company’s discretionary Share Repurchase
+Added: Program until the earlier of (i) October 31, 2025 or (ii) the repurchase of $ 64.3 million in aggregate amount of the Company’s
+Added: common stock.
+Added: timing and number of shares to be repurchased pursuant to the Company’s discretionary Share Repurchase Program will depend on a
+Added: number of factors, including market conditions and alternative investment opportunities.
+Added: The Share Repurchase Program may be suspended,
+Added: terminated or modified at any time for any reason and does not obligate the Company to acquire any specific number of shares of its common
+Added: Under the Share Repurchase Program, the Company may repurchase its outstanding common stock in the open market, provided that
+Added: it complies with the prohibitions under its insider trading policies and procedures and the applicable provisions of the 1940 Act and
+Added: the Exchange Act.
+Added: of November 7, 2024, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program
+Added: was approximately $ 25.0 million.
13— SUPPLEMENTAL FINANCIAL DATA
5 unchanged sentences
under the applicable rules of Regulation S-X.
−Removed: Company’s two controlled portfolio companies as of June 30, 2024, SPBRX, INC.
−Removed: (f/k/a GSV Sustainability Partners, Inc.) and Colombier
−Removed: Sponsor II LLC, did not meet the definition of a “significant subsidiary” as set forth in Rule 1-02(w)(2) of Regulation S-X.
−Removed: For comparability purposes, the Company has omitted the previously disclosed summarized financial information of the Company’s
−Removed: significant subsidiaries for the quarter ended June 30, 2023 as the Company’s significant subsidiaries would not have been considered
−Removed: significant subsidiaries under Rule 1-02(w)(2).
+Added: Company’s controlled portfolio company as of September 30, 2024, Colombier Sponsor II LLC, did not meet the definition of a “significant
+Added: subsidiary” as set forth in Rule 1-02(w)(2) of Regulation S-X.
+Added: For comparability purposes, the Company has omitted the previously
+Added: disclosed summarized financial information of the Company’s significant subsidiaries for the quarter ended September 30, 2023 as
+Added: the Company’s significant subsidiaries would not have been considered significant subsidiaries under Rule 1-02(w)(2).
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.