What changed in this filing

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Item 1. Business

2025-03-12 compared with 2024-03-14 · 414 added, 375 removed, 477 unchanged (62% of the section changed)

Capital Corp.

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

formerly known as Sutter Rock Capital Corp.

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

known as Sutter Rock Capital Corp.

and as GSV Capital Corp.

and formed in September 2010 as a Maryland corporation, is an

internally managed, non-diversified closed-end management investment company.

We have elected to be regulated as a business

development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and have

elected to be treated, and intend to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of

the Internal Revenue Code of 1986, as amended (the “Code”).

and formed in September 2010 as a Maryland corporation, is an internally

managed, non-diversified closed-end management investment company.

We have elected to be regulated as a business development company

(“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and have elected to be treated,

and intend to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code

of 1986, as amended (the “Code”).

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

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quarter of 2011.

See “Management’s Dicussion and Analysis of Financial Condition and Results of Operations” in Part

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part

II, Item 7 of this Form 10-K.

and effective June 22, 2020, we changed our name to “SuRo Capital Corp.” from “Sutter Rock Capital Corp.” On

and effective March 12, 2019, our board of directors (“Board of Directors”) approved internalizing our operating

structure (“Internalization”) and we began operating as an internally managed non-diversified closed-end management

investment company that has elected to be regulated as a BDC under the 1940 Act.

Our Board of Directors approved the Internalization

in order to better align the interests of our stockholders with our management.

As an internally managed BDC, we are managed by our employees, rather than the employees of an external investment adviser, thereby allowing for greater

transparency to stockholders through robust disclosure regarding our compensation structure.

and effective March 12, 2019, our board of directors (“Board of Directors”) approved internalizing our operating structure

(“Internalization”) and we began operating as an internally managed non-diversified closed-end management investment company

that has elected to be regulated as a BDC under the 1940 Act.

Our Board of Directors approved the Internalization in order to better

align the interests of our stockholders with our management.

investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and

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We acquire our investments through direct

investments in prospective portfolio companies, secondary marketplaces for private companies, and negotiations with selling

stockholders.

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

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

investments in prospective portfolio companies, secondary marketplaces for private companies, negotiations with selling

stockholders, or through investment funds or special purpose vehicles (“SPVs”) established for the purpose of investing in

the securities of a single private issuer.

In addition, we may invest in private credit and in the founders equity, founders

warrants, and private investment in public equity (“PIPE”) transactions of special purpose acquisition companies

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

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the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, we will limit such investments to no more than 15% of our net

investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies

across several key industry themes, which may include, among others, social mobile, cloud computing and big data, internet commerce, financial

technology, mobility, and enterprise software.

Our investment decisions are based on a disciplined analysis of available information

regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the

quality of recurring revenues, and path to profitability, as well as an understanding of key market fundamentals.

Venture capital funds

or other institutional investors have invested in the vast majority of companies that we evaluate.

investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed

companies across several key industry themes, which may include, among others, software-as-a-service, artificial intelligence infrastructure & applications,

consumer goods & services, education technology, logistics & supply chain, financial technology & services, and SuRo

Sports (as defined below).

Our investment decisions are based on a disciplined analysis of available information regarding each

potential portfolio company’s business operations, focusing on the company’s growth potential, the quality of

recurring revenues, and path to profitability, as well as an understanding of key market fundamentals.

Venture capital funds or

other institutional investors have invested in the vast majority of companies that we evaluate.

seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants,

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our investment strategy is primarily focused on equity positions, our investments generally do not produce current income, and therefore,

we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.

we may be dependent on future capital raisings to meet our operating needs if no other source of liquidity is available.

seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.

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formed in 2010 as a Maryland corporation and operate as an internally managed, non-diversified closed-end management investment company.

Our investment activities are supervised by our Board of Directors and managed by our executive officers and investments professionals,

all of which are our employees.

As an internally managed BDC, we are managed by our employees, rather than the employees of an external investment adviser, thereby allowing

for greater transparency to stockholders through robust disclosure regarding our compensation structure.

Our investment activities are

supervised by our Board of Directors and managed by our executive officers and investments professionals, all of which are our employees.

a BDC, we are subject to certain regulatory requirements.

See “—Regulation as a BDC.” Also,

while we are permitted to finance investments using debt, our ability to use debt is limited in certain significant aspects.

certain limited exceptions, we may issue “senior securities,” including borrowing money from banks or other financial

institutions only in amounts such that the ratio of our total assets (less total liabilities other than indebtedness represented by

senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, is at least 200% (or

150% if certain conditions are met) after such incurrence or issuance.

This means that generally, we can borrow up to $1 for every

$1 of investor equity (or, if certain conditions are met, we can borrow up to $2 for every $1 of investor equity).

In March 2018,

the Small Business Credit Availability Act (the “SBCAA”) modified the 1940 Act by allowing a BDC to increase the maximum

amount of leverage it may incur by decreasing the asset coverage percentage from 200% to 150%, if certain requirements under the

1940 Act are met.

Under the 1940 Act, we are allowed to increase our leverage capacity if stockholders representing at least a

majority of the votes cast, when a quorum is present, approve a proposal to do so.

If we receive stockholder approval, we would be

allowed to increase our leverage capacity on the first day after such approval.

Alternatively, the 1940 Act allows the majority of

our independent directors to approve an increase in our leverage capacity, and such approval would become effective after the

one-year anniversary of such approval.

In either case, we would be required to make certain disclosures on our website and in SEC

filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks

related to leverage.

We currently do not intend to seek stockholder approval or approval from our Board of Directors to

increase our leverage capacity as set forth above.

See “Risk Factors” in Part I, Item 1A of this Form 10-K for more

See “—Regulation as a BDC.” Also, while we are permitted

to finance investments using debt, our ability to use debt is limited in certain significant aspects.

certain limited exceptions, we may issue “senior securities,” including borrowing money from banks or other financial institutions,

only in amounts such that the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities)

to our total indebtedness represented by senior securities plus preferred stock, if any, is at least 200% (or 150% if certain conditions

are met) after such incurrence or issuance.

This means that generally, we can borrow up to $1 for every $1 of investor equity (or, if

certain conditions are met, we can borrow up to $2 for every $1 of investor equity).

In March 2018, the Small Business Credit Availability

Act (the “SBCAA”) modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur by decreasing

the asset coverage percentage from 200% to 150%, if certain requirements under the 1940 Act are met.

Under the 1940 Act, we are allowed

to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when a quorum is present, approve

a proposal to do so.

If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after

such approval.

Alternatively, the 1940 Act allows the majority of our independent directors to approve an increase in our leverage capacity,

and such approval would become effective after the one-year anniversary of such approval.

In either case, we would be required to make

certain disclosures regarding, among other things, the receipt of approval to increase our leverage,

our leverage capacity and usage, and risks related to leverage.

We currently do not intend to seek stockholder approval or approval from

our Board of Directors to increase our leverage capacity as set forth above.

See “Risk Factors” in Part I, Item 1A of this

Form 10-K for more information.

have elected to be treated as a RIC under Subchapter M of the Code and expect to continue to operate in a manner so as to qualify for

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Accounting Policies— U.S.

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

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

Financial Statements for the year ended December 31, 2024 for more information.

Capital Resources

of December 31, 2023, we had eleven employees, each of whom was directly employed by us.

of December 31, 2024, we had ten employees, each of whom was directly employed by us.

These employees include our executive officers,

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believe that society is experiencing a convergence of numerous disruptive trends, producing new high-growth markets.

the same time, we believe that the IPO markets have experienced substantial structural changes which have made it significantly more

challenging for private companies to go public.

Volatile equity markets, a lack of investment research coverage for private and smaller

companies and investor demand for a longer history of revenue and earnings growth have resulted in companies staying private significantly

longer than in the past.

In addition, increased public company compliance obligations such as those imposed by the Sarbanes-Oxley Act

of 2002 (the “Sarbanes-Oxley Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank

Act”) have made it more costly and less attractive to become a public company.

As a result, there are significantly fewer IPOs

today than there were during the 1990s, with prospective public companies taking longer to come to market.

However, we believe structural

changes in the equity capital markets have made accessing these opportunities more difficult for the average investor.

In the public markets,

both volatility and heightened investor demand for a longer history of financial performance have incentivized companies to stay private

significantly longer than they have in the past.

Furthermore, increased public company compliance obligations, such as those imposed by

the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act

(the “Dodd-Frank Act”), have made it more costly and therefore less attractive to become a public company.

Meanwhile, in the

private markets, the significant growth of the venture capital ecosystem has made private financing more readily available.

there are significantly fewer IPOs today than there were during the 1990s, with prospective public companies taking longer to come to

We believe these trends

underscore one of our key value propositions to shareholders:

while value creation has increasingly taken place in the private markets,

access to this value creation has generally been limited to venture capital, private equity and similar large institutional investors.

Our goal is to broaden access to this value creation through our portfolio of high-growth, private technology companies.

Additionally,

as a publicly traded BDC, we provide investors liquidity in an asset class that has historically been highly illiquid.

Finally, we believe our focus on growth-stage

and pre-IPO companies offers a compelling entry point for investors.

Unlike early-stage venture capital funds, whose portfolio companies

generally are earlier in their life-cycle with longer timelines to potential exits, we primarily invest in late-stage companies with relatively

shorter time horizons to expected liquidity.

As a result, we offer shareholders access to private technology companies before their expected

liquidity events, such as an IPO, but with relatively shorter time horizons to liquidity compared to traditional venture capital funds.

seek to maintain our portfolio of potentially high-growth emerging private companies via a repeatable and disciplined investment approach,

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We have adopted the following business strategies to achieve our investment

high quality growth companies.

Identify high

quality growth companies.

Based on our extensive experience in analyzing technology trends and markets, we have identified

several technology sub-sectors, including social mobile, big data and cloud, marketplaces, and education technology, as opportunities

where we believe companies are capable of producing substantial growth.

We rely on our collective industry knowledge as well as an

understanding of where leading venture capitalists and other institutional investors are investing.

several technology sub-sectors, including software-as-a-service, artificial intelligence infrastructure & applications, education technology, and financial

technology and services, as opportunities where we believe companies are capable of producing substantial growth.

We rely on our

collective industry knowledge as well as an understanding of where leading venture capitalists and other institutional investors are

leverage a combination of our relationships throughout Silicon Valley and our independent research to identify leaders in our targeted

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businesses that have been shown to provide scaled valuation growth before a potential IPO or strategic exit.

positions in targeted investments.

We seek to selectively add to our portfolio by sourcing investments at an acceptable price

through our disciplined investing strategy.

To this end, we utilize multiple methods to acquire equity stakes in private companies

that are not available to many individual investors.

Acquire positions in targeted investments.

seek to selectively add to our portfolio by sourcing investments at an acceptable price through our disciplined investing strategy.

this end, we utilize multiple methods to acquire equity stakes in private companies that are not available to many individual investors.

equity investments.

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of investing affords us a favorable position when seeking approval for a purchase of shares subject to such limitations.

access to a varied investment portfolio.

We seek to hold a varied portfolio of non-controlling equity investments, which

we believe will minimize the impact on our portfolio of a negative downturn at any one specific company.

We believe that our relatively

varied portfolio will provide a convenient means for accredited and non-accredited individual investors to obtain access to an asset

class that has generally been limited to venture capital, private equity and similar large institutional investors.

may invest through investment funds or SPVs established for the purpose of investing in

the securities of a single private issuer.

Create access to a varied investment portfolio.

seek to hold a varied portfolio of non-controlling equity investments, which we believe will minimize the impact on our portfolio of

a negative downturn at any one specific company.

We believe that our relatively varied portfolio will provide a convenient means for

accredited and non-accredited individual investors to obtain access to an asset class that has generally been limited to venture capital,

private equity and similar large institutional investors.

in 2017, we began to focus our investment strategy to increase the size of our investments in individual portfolio companies.

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believe that we benefit from the following competitive advantages in executing our investment strategy:

team of investment professionals.

Our executive officers, investment professionals, and Board of Directors have significant

experience researching and investing in the types of high-growth venture capital-backed companies we are targeting for investment.

Through our proprietary company evaluation process, including our identification of technology trends and themes and company

research, we believe we have developed important insight into identifying and valuing emerging private companies.

and repeatable investment process.

We have established a disciplined and repeatable process to locate and acquire available

shares at attractive valuations by utilizing multiple sources.

In contrast to industry “aggregators” that accumulate

stock at market prices, we conduct valuation analysis and make acquisitions only when we can invest at valuations that we believe

are attractive to our investors.

relationships with significant credibility to source and complete transactions.

Our executive officers and investment professionals

are strategically located in New York, New York and at our additional office in San Francisco, California, allowing us to fully engage

in the technology and innovation ecosystem.

Our wide network of venture capital and technology professionals supports our sourcing

efforts and helps provide access to promising investment opportunities.

Our executive officers and investment professionals have

also developed strong relationships in the financial, investing and technology-related sectors.

of permanent investing capital.

As a publicly traded corporation, we have access to a source of permanent equity capital

that we can use to invest in portfolio companies.

This permanent equity capital is a significant differentiator from other potential

investors that may be required to return capital to stockholders on a defined schedule.

We believe that our ability to invest on

a long-term time horizon makes us attractive to companies looking for strong, stable owners of their equity.

mover advantage.

We believe we are one of the few publicly traded BDCs with a specific focus on investing in high-growth

venture-backed companies.

The transactions that we have executed to date since our IPO have helped to establish our reputation with

the types of secondary sellers and emerging companies that we target for investment.

We have leveraged a number of relationships

and channels to acquire the equity of private companies.

As we continue to grow our portfolio with attractive investments, we believe

that our reputation as a committed partner will be further enhanced, allowing us to source and close investments that would otherwise

be unavailable.

We believe that these factors collectively differentiate us from other potential investors in private company securities

and will serve our goal to complete equity transactions in compelling private companies at attractive valuations.

Capable team of investment professionals.

executive officers, investment professionals, and Board of Directors have significant experience researching and investing in the types

of high-growth venture capital-backed companies we are targeting for investment.

Through our proprietary company evaluation process,

including our identification of technology trends and themes and company research, we believe we have developed important insight into

identifying and valuing emerging private companies.

Disciplined and repeatable investment process.

We have established a disciplined and repeatable process to locate and acquire available shares at attractive valuations by utilizing

multiple sources.

In contrast to industry “aggregators” that accumulate stock at market prices, we conduct valuation analyses

and make acquisitions only when we can invest at valuations that we believe are attractive to our investors.

Deep relationships with significant credibility to source

and complete transactions.

Our executive officers and investment professionals are strategically located in New York, New York

and at our additional office in San Francisco, California, allowing us to fully engage in the technology and innovation ecosystem.

wide network of venture capital and technology professionals supports our sourcing efforts and helps provide access to promising investment

opportunities.

Our executive officers and investment professionals have also developed strong relationships in the financial, investing

and technology-related sectors.

Source of permanent investing capital.

As a publicly

traded corporation, we have access to a source of permanent equity capital that we can use to invest in portfolio companies.

This permanent

equity capital is a significant differentiator from other potential investors that may be required to return capital to stockholders

on a defined schedule.

We believe that our ability to invest on a long-term time horizon makes us attractive to companies looking for

strong, stable owners of their equity.

Early mover advantage.

We believe we are one

of the few publicly traded BDCs with a specific focus on investing in high-growth venture-backed companies.

The transactions that we

have executed to date since our IPO have helped to establish our reputation with the types of secondary sellers and emerging companies

that we target for investment.

We have leveraged a number of relationships and channels to acquire the equity of private companies.

we continue to grow our portfolio with attractive investments, we believe that our reputation as a committed partner will be further

enhanced, allowing us to source and close investments that would otherwise be unavailable.

We believe that these factors collectively

differentiate us from other potential investors in private company securities and will serve our goal to complete equity transactions

in compelling private companies at attractive valuations.

primary competitors include specialty finance companies including late-stage venture capital funds, private equity funds, other crossover

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Technology-Related Focus

executive officers and investment professionals have identified five key investment themes from which we have seen significant numbers

of high-growth companies emerge:

social and mobile, financial technology and services, big data and cloud, marketplaces, and education.

However, the opportunity set of high-growth venture-backed technology companies extends beyond these key investment themes into much

broader markets.

These broad markets have the potential to produce disruptive technologies, reach a large addressable market, and provide

significant commercial opportunities.

Within these areas, we have identified trends that could create significant positive effects on

growth such as globalization, consolidation, branding, convergence and network effects.

Thus, while we remain focused on selecting market

leaders within the key investment themes identified, our executive officers and investment professionals actively seek out promising

executive officers and investment professionals have identified six key investment themes from which we have seen significant

numbers of high-growth companies emerge:

software-as-a-service, artificial intelligence infrastructure & applications, consumer goods & services, education

technology, logistics & supply chain, and financial technology & services.

However, the opportunity set of high-growth

venture-backed technology companies extends beyond these key investment themes into much broader markets.

These broad markets have

the potential to produce disruptive technologies, reach a large addressable market, and provide significant commercial

opportunities.

Within these areas, we have identified trends that could create significant positive effects on growth such as

globalization, consolidation, branding, convergence and network effects.

Thus, while we remain focused on selecting market leaders

within the key investment themes identified, our executive officers and investment professionals actively seek out promising

investments across a diverse selection of new technology subsectors.

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We evaluate potential portfolio companies across a spectrum of criteria, including industry

positioning and leadership, stage of growth, path to profitability, the uniqueness and defensibility of the portfolio company’s

strategy, investor sponsorship, and the portfolio company’s potential access to capital to continue to fund its growth that collectively

positioning and leadership, stage of growth, path to profitability, the uniqueness and defensibility of the company’s

strategy, investor sponsorship, and the company’s potential access to capital to continue to fund its growth, that collectively

characterize our proprietary investment process.

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pipeline, and we review and update these companies on a regular basis.

due diligence process will vary depending on whether we are investing through a private secondary transaction with

a selling stockholder or by direct equity investment.

We access information on our potential investments through a variety of sources,

including information made available on secondary marketplaces, publications by private company research firms, industry publications,

commissioned analysis by third-party research firms, and, to a limited extent, directly from the company or financial sponsor.

a combination of each of these sources to help us set a target value for the companies we ultimately select for investment.

due diligence process will vary depending on whether we are investing through a private secondary transaction with a selling stockholder

or by direct equity investment.

We access information on our potential investments through a variety of sources, including information

made available on secondary marketplaces, publications by private company research firms, industry publications, commissioned analysis

by third-party research firms, and, to a limited extent, directly from the company or financial sponsor.

We utilize a combination of

each of these sources to help us set a target value for the companies we ultimately select for investment.

Construction and Sourcing

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enter into purchase agreements for all of our private company portfolio investments.

Private company securities are typically

subject to contractual transfer limitations, which may, among other things, give the issuer, its assignees and/or its stockholders a

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

Accordingly, the purchase agreements we enter into for secondary transactions typically require the lapse or satisfaction

of these rights as a condition to closing.

Under these circumstances, we may be required to deposit the purchase price into escrow upon

signing, with the funds released to the seller at closing or returned to us if the closing conditions are not met.

Private company securities are typically subject

to contractual transfer limitations, which may, among other things, give the issuer, its assignees and/or its stockholders a particular

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

Accordingly, the purchase agreements we enter into for secondary transactions typically require the lapse or satisfaction of these rights

as a condition to closing.

Under these circumstances, we may be required to deposit the purchase price into escrow upon signing, with

the funds released to the seller at closing or returned to us if the closing conditions are not met.

Management and Monitoring

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In cases where we make a direct investment in a portfolio company, we may also obtain board

positions, board observation rights and/or information rights from that portfolio company in connection with our equity investment.

positions, board observation rights and/or information rights from that portfolio company in connection with our investment.

regularly monitor our portfolio for compliance with the diversification requirements for purposes of maintaining our status as a BDC

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following table shows the fair value of our portfolio of investments by asset class as of December 31, 2024 and 2023:

Portfolio Companies:

December 31, 2024

December 31, 2023

Percentage of

Private Portfolio Companies:

Preferred Stock (1)

$ 151,003,991

$ 122,744,564

Portfolio Companies

Traded Portfolio Companies:

Traded Portfolio Companies

Portfolio Investments

Non-Portfolio

Common Stock (2)

Debt Investments

Private Portfolio Companies

Publicly Traded Portfolio Companies:

Publicly Traded Portfolio Companies

Total Portfolio Investments

Non-Portfolio Investments

Treasury Bills

Total Investments

$ 209,380,742

$ 247,892,104

(1) Preferred

Stock also includes our investment in the Class A Interest of ARK Type One Deep Ventures

Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, our investment in the Class A Interest of CW Opportunity 2 LP which is invested in

the Series C Preferred shares of CoreWeave, Inc., and our investment in the Membership

Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd through an SPV.

Stock also includes our Limited Partner Fund Investment in True Global Ventures 4 Plus

(3) Options also includes our investments in the Simple Agreement for Future Equity of PayJoy, Inc.

and Commercial Streaming Solutions Inc.

(d/b/a BettorView).

Determination

of Net Asset Value

determine the net asset value (“NAV”) of our investment portfolio after the conclusion of each fiscal quarter in

connection with the preparation of our annual and quarterly reports filed under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), or more frequently if required under the 1940 Act.

determine the net asset value (“NAV”) of our investment portfolio after the conclusion of each fiscal quarter in connection

with the preparation of our annual and quarterly reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or more frequently if required under the 1940 Act.

that are publicly traded are generally valued at the close price on the valuation date;

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In connection with that determination, our

executive officers and investment professionals will prepare portfolio company valuations using, when available, the most recent portfolio

executive officers and investment professionals prepare portfolio company valuations using, when available, the most recent portfolio

company financial statements and forecasts.

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those securities that are not publicly traded or for which there are no readily available market quotations, our Board of Directors,

with the assistance of its valuation committee (the “Valuation Committee”), will use the recommended valuations as prepared

by our executive officers and investment professionals and the independent valuation firm, respectively, as a component of the foundation

with the assistance of its valuation committee (the “Valuation Committee”), uses the recommended valuations as prepared by

our executive officers and investment professionals and the independent valuation firm, respectively, as a component of the foundation

for its final fair value determination.

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recorded in the Consolidated Statement of Operations as the net change in unrealized appreciation or depreciation.

Our Board of Directors

generally determines the fair value of our investments by considering a number of factors.

The following represent factors that, among

others, could impact our fair value determinations:

trading of our portfolio securities, taking into consideration lock-up requirements and liquidity;

trading of our portfolio securities on a private secondary market, where we have determined that there is meaningful volume and the

transactions are considered arm’s length by sophisticated investors;

funding rounds in the companies in which we invested, where there is meaningful and reputable information available on size, valuation

and investors;

investments by us in current portfolio companies, where the price of the new investment differs materially from prior investments.

Board of Directors determines the fair value of our investments by considering a number of factors.

The following represent

factors that, among others, could impact such fair value determinations:

Public trading of our portfolio securities, taking into consideration

lock-up restrictions and liquidity;

Active trading of our portfolio securities on a private secondary

market, where we have determined that there is meaningful volume and the transactions are considered arm’s length by sophisticated

Qualified funding rounds in the companies in which we invested,

where there is meaningful and reputable information available on size, valuation and investors;

Additional investments by us in current portfolio companies,

where the price of the new investment differs materially from prior investments.

is inherent subjectivity in determining the fair value of our investments.

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in good faith by our Board of Directors, with the assistance of our Valuation Committee.

Furthermore, when calculating NAV,

we also consider our recognition of a deferred tax liability for unrealized gains on investments for those investments held in our taxable

subsidiaries.

See “Note 1—Nature of Operations” to our Consolidated Financial Statements for the year ended December

31, 2023 for a list of our taxable subsidiaries.

Furthermore, when calculating NAV, we also consider

our recognition of a deferred tax liability for unrealized gains on investments for those investments held in our taxable subsidiaries.

See “Note 1—Nature of Operations” to our Consolidated Financial Statements for the year ended December 31, 2024 for

a list of our taxable subsidiaries.

BDC is regulated by the 1940 Act.

A BDC must be organized in the United States for the purpose of investing in, or lending to,

primarily private companies and making significant managerial assistance available to them.

A BDC may use capital provided by public

stockholders and from other sources to make long-term, private investments in businesses.

A BDC provides stockholders the ability to

retain the liquidity of a publicly traded stock while sharing in the possible benefits, if any, of investing primarily in privately

owned companies.

A BDC must be organized in the United States for the purpose of investing in, or lending to, primarily

private companies and making significant managerial assistance available to them.

A BDC may use capital provided by public stockholders

and from other sources to make long-term, private investments in businesses.

A BDC provides stockholders the ability to retain the liquidity

of a publicly traded stock while sharing in the possible benefits, if any, of investing primarily in privately owned companies.

may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority

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directors to approve an increase in our leverage capacity, and such approval would become effective on the one-year anniversary of such

In either case, we would be required to make certain disclosures on our website and in SEC filings regarding, among other things,

In either case, we would be required to make certain disclosures regarding, among other things,

the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage.

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available to operating companies, including, among other things, allowing BDCs to incorporate by reference in registration statements

filed with the SEC and allowing certain BDCs to file shelf registration statements that are automatically effective and take advantage

filed with the SEC and allowing certain BDCs to file shelf registration statements that are automatically effective, and to take advantage

of other benefits available to Well-Known Seasoned Issuers.

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are generally not able to issue and sell our common stock at a price below NAV per share.

See “Risk Factors—Risks

Related to Our Business and Structure— Regulations governing our operation as a BDC affect our ability to, and the way in which

we, raise additional capital, which may expose us to risks, including the typical risks associated with leverage .” in Part I,

Item 1A of this Form 10-K.

We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price

below the then-current NAV of our common stock if our Board of Directors determines that such sale is in our best interests

and the best interests of our stockholders, and our stockholders approve such sale.

In addition, we may generally issue new shares of

our common stock at a price below NAV in rights offerings to existing stockholders, in payment of dividends and in certain

other limited circumstances.

See “Risk Factors—Risks Related

to Our Business and Structure— Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise

additional capital, which may expose us to risks, including the typical risks associated with leverage.

” in Part I, Item 1A

of this Form 10-K.

We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below

the then-current NAV of our common stock if our Board of Directors determines that such sale is in our best interests and the best interests

of our stockholders, and our stockholders approve such sale.

In addition, we may generally issue new shares of our common stock at a

price below NAV in rights offerings to existing stockholders, in payment of dividends and in certain other limited circumstances.

a BDC, we are also prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the

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The principal categories of qualifying assets relevant to our business are the following:

purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain

limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated

purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited

exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated

person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC.

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organized under the laws of, and has its principal place of business in, the United States;

not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an

investment company but for certain exclusions under the 1940 Act;

not an investment company (other than a small business investment company wholly owned by

the BDC) or a company that would be an investment company but for certain exclusions under

the 1940 Act;

any of the following:

not have any class of securities that is traded on a national securities exchange;

a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting

common equity of less than $250.0 million;

controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible

portfolio company;

a small and solvent company having gross assets of not more than $4.0 million and capital and surplus of not less than $2.0 million;

a class of securities listed on a national securities exchange, but has an aggregate market

value of outstanding voting and non-voting common equity of less than $250.0 million;

controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated

person who is a director of the eligible portfolio company;

a small and solvent company having gross assets of not more than $4.0 million and capital

and surplus of not less than $2.0 million;

such other criteria as may be established by the SEC.

of any eligible portfolio company which we control.

purchased in a private transaction from a U.S.

issuer that is not an investment company or from an affiliated person of the issuer,

or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior

to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional

lending or financing arrangements.

of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities

and we already own 60% of the outstanding equity of the eligible portfolio company.

received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise

of options, warrants or rights relating to such securities.

cash equivalents, U.S.

Securities of any eligible

portfolio company which we control.

Securities purchased in a

private transaction from a U.S.

issuer that is not an investment company or from an affiliated person of the issuer, or in transactions

incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase

of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending

or financing arrangements.

Securities of an eligible

portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already

own 60% of the outstanding equity of the eligible portfolio company.

Securities received in exchange

for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of options, warrants

or rights relating to such securities.

Cash, cash equivalents, U.S.

government securities or high-quality debt securities maturing in one year or less from the time of investment.

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non-qualifying assets, other than office furniture and equipment, interests in real estate and leasehold improvements and facilities

maintained to conduct our business operations, deferred organization and operating expenses, and other non-investment assets

necessary and appropriate to our operations as a BDC, until such time as 70% of our then-current gross assets were comprised of qualifying

maintained to conduct our business operations, deferred organization and operating expenses, and other non-investment assets necessary

and appropriate to our operations as a BDC, until such time as 70% of our then-current gross assets were comprised of qualifying assets.

We would not be required, however, to dispose of any non-qualifying assets in such circumstances.

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objectives and policies of a portfolio company.

See “Business — Managerial Assistance” in Part I, Item 1 of this Form 10-K for more information.

See “Business — Managerial Assistance” in Part I, Item 1 of this Form

10-K for more information.

investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents,

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would exceed 15% of the BDC’s total outstanding shares of capital stock.

are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock

if our asset coverage, as defined in the 1940 Act, is at least equal to 200% (or 150% if certain requirements are met) immediately after

each such issuance.

In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution

to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of

the distribution or repurchase.

We may also borrow amounts up to 5% of the value of our gross assets for temporary or emergency purposes

without regard to asset coverage.

For a discussion of the risks associated with leverage, see “Risk Factors — Risks Related

to Our Business and Structure — Borrowings, such as the 6.00% Notes due 2026, can magnify

the potential for gain or loss on amounts invested and may increase the risk of investing in us.

” in Part I, Item 1A of this

are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common

stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% (or 150% if certain requirements are met)

immediately after each such issuance.

In addition, while any senior securities remain outstanding, we must make provisions to

prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset

coverage ratios at the time of the distribution or repurchase.

We may also borrow amounts up to 5% of the value of our gross assets

for temporary or emergency purposes without regard to asset coverage.

For a discussion of the risks associated with leverage, see

“Risk Factors — Risks Related to Our Business and Structure — Borrowings, such as the 6.00% Notes due 2026 and our 6.50% Convertible Notes due 2029,

can magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.

Item 1A of this Form 10-K.

have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act.

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Many of these requirements

to Rule 13a-14 of the Exchange Act, our Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial

statements contained in our periodic reports;

to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls

and procedures;

to Rule 13a-15 of the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control

over financial reporting, and we must obtain an audit of the effectiveness of internal control over financial reporting performed

by our independent registered public accounting firm if we are no longer a non-accelerated filer (as defined in Rule 12b-2 under

the Exchange Act);

to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, our periodic reports must disclose whether there were significant

changes in our internal control over financial reporting or in other factors that could significantly affect these controls subsequent

to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act

and the regulations promulgated thereunder.

We will continue to monitor our compliance with all regulations that are adopted under the

Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.

pursuant to Rule 13a-14 of the Exchange Act, our Chief Executive

Officer and Chief Financial Officer must certify the accuracy of the financial statements contained in our periodic reports;

pursuant to Item 307 of Regulation S-K, our periodic reports

must disclose our conclusions about the effectiveness of our disclosure controls and procedures;

pursuant to Rule 13a-15 of the Exchange Act, our management

must prepare an annual report regarding its assessment of our internal control over financial reporting, and we must obtain an audit

of the effectiveness of internal control over financial reporting performed by our independent registered public accounting firm if we

are no longer a non-accelerated filer (as defined in Rule 12b-2 under the Exchange Act);

pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the

Exchange Act, our periodic reports must disclose whether there were significant changes in our internal control over financial reporting

or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective

actions with regard to significant deficiencies and material weaknesses.

Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley

Act and the regulations promulgated thereunder.

We believe we are in compliance with such statutory and regulatory requirements.

will continue to monitor our compliance with all future regulations that are adopted under the Sarbanes-Oxley Act and will take

actions necessary to ensure that we are in compliance therewith.

addition, Nasdaq has adopted various corporate governance requirements as part of its listing standards.

believe we are in compliance with such corporate governance listing standards.

We will continue to monitor our compliance with all future

listing standards and will take actions necessary to ensure that we are in compliance therewith.

We believe we are in compliance

with such corporate governance listing standards.

We will continue to monitor our compliance with all future listing standards and will

take actions necessary to ensure that we are in compliance therewith.

Voting Policies and Procedures

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in our consolidated financial statements are GSV Capital Lending, LLC, SuRo Capital Sports, LLC, and the following wholly owned

subsidiaries, which are taxable subsidiaries (collectively, the “Taxable Subsidiaries”) regardless of whether we qualify

for tax treatment as a RIC:

GSVC AE Holdings, Inc., GSVC AV Holdings, Inc., GSVC SW Holdings, Inc., and GSVC SVDS Holdings, Inc.

Taxable Subsidiaries are C corporations for U.S.

federal and state income tax purposes.

These taxable subsidiaries are not

consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies.

Such income tax expenses and deferred taxes, if any, will be reflected in our consolidated financial statements.

subsidiaries:

GSVC AE Holdings, Inc., GSVC AV Holdings, Inc., GSVC SW Holdings, Inc., and GSVC SVDS Holdings, Inc (collectively, the

“Taxable Subsidiaries”).

The Taxable Subsidiaries are classified as corporations for U.S.

federal and state income tax

The Taxable Subsidiaries are not consolidated for income tax purposes and will be subject to U.S.

federal income tax

imposed at corporate rates on their income.

evaluate tax positions taken, or expected to be taken, in the course of preparing our consolidated financial statements to determine

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to be Taxed as a RIC

elected to be taxed as a RIC under the Code beginning with our taxable year ended December 31, 2014, and qualified for taxation as a

RIC for such taxable year and each of the subsequent taxable years, including the fiscal year ended December 31, 2023.

operate in a manner so as to continue to qualify for taxation as a RIC.

So long as we maintain our qualification for taxation a RIC,

we generally will not be required to pay U.S.

federal income tax at corporate rates on any ordinary income or capital gains that we

timely distribute to our stockholders as dividends.

To qualify for taxation as a RIC, we must, among other things, meet certain

source-of-income and asset diversification requirements (as described below).

In addition, in order to qualify for the special

treatment accorded to RICs, we are required to distribute to our stockholders on a timely basis each year at least 90% of our

“investment company taxable income,” which is generally our net ordinary income plus the excess of realized net

short-term capital gains over realized net long-term capital losses (the “Annual Distribution Requirement”).

We have elected, and intend to qualify annually, as a RIC for U.S.

federal income tax purposes;

however, no assurance

can be given that we will be able to qualify for and maintain RIC tax treatment.

To qualify as a RIC, we must, among other things, meet

certain source-of-income and asset diversification requirements (as described below).

In addition, to be eligible to be taxed as a RIC,

we generally are required to distribute to our stockholders on a timely basis each year at least 90% of our “investment company

taxable income,” which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized

net long-term capital losses (the “Annual Distribution Requirement”).

as a Regulated Investment Company

the Annual Distribution Requirement,

qualify as a RIC;

satisfy the Annual Distribution Requirement,

we will not be subject to U.S.

federal income tax on the portion of our income and capital gains that we timely distribute (or are deemed

to distribute) to stockholders.

federal income tax on the portion of our income and capital gains that we timely distribute (or are

deemed to distribute) to stockholders as dividends.

We will be subject to U.S.

federal income tax at the regular corporate rates on any income, including

capital gains not distributed (or deemed distributed) to our stockholders.

federal income tax imposed at the regular corporate

rates on any income, including capital gains not timely distributed (or deemed distributed) to our stockholders.

In addition, we

will be subject to a 4% nondeductible U.S.

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federal income tax purposes, we must, among other things:

to qualify as a BDC under the 1940 Act at all times during each taxable year;

in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities,

gains from the sale of stock or other securities or foreign currencies, other income derived with respect to our business of investing

in such stock or securities and net income from “qualified publicly traded partnerships” (the “90% Income Test”);

our holdings so that at the end of each quarter of the taxable year:

least 50% of the value of our assets consists of cash, cash equivalents, U.S.

government securities, securities of other RICs, and

other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than

10% of the outstanding voting securities of the issuer (the “50% Diversification Test”);

more than 25% of the value of our assets is invested in the securities of one issuer, other than U.S.

government securities or securities

of other RICs, the securities (other than securities of other RICs) of two or more issuers that are controlled, as determined under

applicable Code rules, by us and that are engaged in the same or similar or related trades or the securities of businesses, or of

certain “qualified publicly traded partnerships” (the “25% Diversification Test,” and together with the 50%

Diversification Test, the “Diversification Tests”).

we satisfy the Diversification Tests as of the close of any quarter, we will not fail the Diversification Tests as of the close of a

subsequent quarter as a consequence of a discrepancy between the value of our assets and the requirements of the Diversification Tests

that is attributable solely to fluctuations in the value of our assets.

Rather, we will fail the Diversification Tests as of the end

of a subsequent quarter only if such a discrepancy existed immediately after our acquisition of any asset and such discrepancy is wholly

or partly the result of that acquisition.

In addition, if we fail the Diversification Tests as of the end of any quarter, we will not

lose our status as a RIC if we eliminate the discrepancy within thirty days of the end of such quarter and, if we eliminate the discrepancy

within that thirty-day period, we will be treated as having satisfied the Diversification Tests as of the end of such quarter for purposes

of applying the rule described in the preceding sentence.

continue to qualify as a BDC under the 1940 Act at all times

during each taxable year;

derive in each taxable

year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the

sale or other taxable disposition of stock or other securities or foreign currencies, other income derived with respect to our

business of investing in such stock or securities and net income from “qualified publicly traded partnerships” (as defined in the Code) (the

“90% Income Test”);

diversify our holdings so that at the end of each quarter of

the taxable year:

at least 50% of the value of our assets consists of cash, cash

government securities, securities of other RICs, and other securities if such other securities of any one issuer do

not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer (the “50%

Diversification Test”);

no more than 25% of the value of our assets is invested in

the securities of one issuer, other than U.S.

government securities or securities of other RICs, the securities (other than securities

of other RICs) of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the

same or similar or related trades or the securities of businesses, or the securities of one or more “qualified publicly traded partnerships”

(the “25% Diversification Test,” and together with the 50% Diversification Test, the “Diversification Tests”).

may be required to recognize taxable income in circumstances in which we do not receive cash.

11 unchanged sentences

that could, under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement.

See “—Regulation as a BDC—Senior Securities.” Moreover, our ability to dispose of assets

to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating

to our status as a RIC, including the Diversification Tests.

If we dispose of assets in order to meet the Annual Distribution Requirement

or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

may be required to sell assets in order to satisfy the Diversification Tests.

However, our ability to dispose of assets to meet the Diversification

Tests may be limited by the illiquid nature of our portfolio.

If we dispose of assets in order to meet the Diversification Tests, we

may make such dispositions at times that, from an investment standpoint, are not advantageous and may result in substantial losses.

may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local

or foreign income taxes, franchise taxes, or withholding liabilities.

To the extent that we invest in entities treated as

partnerships for U.S.

See “—Regulation as a BDC—Senior Securities.” Moreover, our ability to dispose of assets to meet our distribution

requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC,

including the Diversification Tests.

If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance

Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local or

foreign income taxes, franchise taxes, or withholding liabilities.

To the extent that we invest in entities treated as partnerships for

federal income tax purposes (other than a “qualified publicly traded partnership”, as defined in the Code), we generally

must include the items of gross income derived by the partnerships for purposes of the 90% Income Test, and the income that is

derived from a partnership (other than a “qualified publicly traded partnership”) will be treated as qualifying income

for purposes of the 90% Income Test only to the extent that such income is attributable to items of income of the partnership which

would be qualifying income if realized by us directly.

must include the items of gross income derived by the partnerships for purposes of the 90% Income Test, and the income that is derived

from a partnership (other than a “qualified publicly traded partnership”) will be treated as qualifying income for purposes

of the 90% Income Test only to the extent that such income is attributable to items of income of the partnership which would be qualifying

income if realized by us directly.

order to meet the 90% Income Test, we may establish one or more special purpose corporations to hold assets from which we do not anticipate

28 unchanged sentences

warrant will equal the sum of the amount paid for the warrant plus the strike price paid on the exercise of the warrant.

a RIC, we are generally limited in our ability to deduct expenses in excess of our “investment company taxable income” (which

is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses).

If our expenses in

a given year exceed investment company taxable income, we would experience a net operating loss for that year.

However, a RIC is not

permitted to carry forward net operating losses to subsequent years.

In addition, expenses can be used only to offset investment company

taxable income, not net capital gain.

Due to these limits on the deductibility of expenses, we may, for tax purposes, have aggregate

taxable income or net capital gains for several years that we are required to distribute and that is taxable to our stockholders even

if such income or net capital gains is greater than the aggregate net income we actually earned during those years.

Such required distributions

may be made from the Company’s cash assets or by liquidation of investments, if necessary.

We may realize gains or losses from

such liquidations.

In the event we realize net capital gains from such transactions, a stockholder may receive a larger capital gain

distribution than it would have received in the absence of such transactions.

a RIC, we are generally limited in our ability to deduct expenses in excess of our “investment company taxable income”

(which is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses).

expenses in a given year exceed investment company taxable income, we would experience a net operating loss for that year.

a RIC is not permitted to carry forward net operating losses to subsequent years.

In addition, expenses can be used only to offset

investment company taxable income, not net capital gain.

A RIC may not use any net capital losses (that is, realized capital losses

in excess of realized capital gains) to offset the RIC’s investment company taxable income, but may carry forward such losses

indefinitely and use them to offset capital gains.

Due to these limits on the deductibility of expenses, over the course of one or

more taxable years we may have, for U.S.

federal income tax purposes, aggregate taxable income that we are required to distribute and that is taxable to our shareholders, even if such income is greater

than the aggregate net income we actually earned during those years.

Such required distributions may be made from the

Company’s cash assets or by liquidation of investments, if necessary.

We may realize gains or losses from such liquidations.

In the event we realize net capital gains from such transactions, a stockholder may receive a larger capital gain distribution than

it would have received in the absence of such transactions.

investment in non-U.S.

6 unchanged sentences

we purchase shares in a “passive foreign investment company” (a “PFIC”), we may be subject to U.S.

federal income

tax on our allocable share of a portion of any “excess distribution” received on, or any gain from the disposition of, such

Additional charges in the nature of interest generally will be imposed on us in respect of deferred taxes arising from any such

excess distribution or gain.

This additional tax and interest may apply even if we make a distribution in an amount equal to any “excess

distribution” or gain from the disposition of such shares as a taxable dividend by us to our shareholders.

If we invest in a PFIC

and elect to treat the PFIC as a “qualified electing fund” under the Code (a “QEF”), in lieu of the foregoing

requirements, we will be required to include in income each year our proportionate share of the ordinary earnings and net capital gain

of the QEF, even if such income is not distributed by the QEF.

Alternatively, we may be able to elect to mark-to-market at the end of

each taxable year its shares in a PFIC;

in this case, we will recognize as ordinary income our allocable share of any increase in the

value of such shares, and as ordinary loss our allocable share of any decrease in such value to the extent that any such decrease does

not exceed prior increases included in our income.

Under either election, we may be required to recognize in a year income in excess

of distributions from PFICs and proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject

income tax on our allocable share of a portion of any “excess distribution” received on, or any gain from the

disposition of, such shares.

Additional charges in the nature of interest generally will be imposed on us in respect of deferred

taxes arising from any such excess distribution or gain.

This additional tax and interest may apply even if we make a distribution

as a taxable dividend by us to our shareholders in an amount equal to any “excess distribution” or gain from the

disposition of such shares.

If we invest in a PFIC and elect to treat the PFIC as a

“qualified electing fund” under the Code (a “QEF”), in lieu of the foregoing requirements, we will be

required to include in income each year our proportionate share of the ordinary earnings and net capital gain of the QEF, even if

such income is not distributed by the QEF.

Alternatively, we may be able to elect to mark-to-market at the end of each taxable year

its shares in a PFIC;

in this case, we will recognize as ordinary income our allocable share of any increase in the value of such

shares, and as ordinary loss our allocable share of any decrease in such value to the extent that any such decrease does not exceed

prior increases included in our income.

Under either election, we may be required to recognize in a year income in excess of

distributions from PFICs and proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject

to the Annual Distribution Requirement and will be taken into account for purposes of the 4% U.S.

1 unchanged sentence

to Maintain our Qualification as a RIC

we fail to satisfy the 90% Income Test or the Diversification Tests for any taxable year, we may nevertheless continue to qualify as

a RIC for such year if certain relief provisions are applicable (which may, among other things, require us to pay certain U.S.

income taxes at corporate rates or to dispose of certain assets).

we were unable to qualify for treatment as a RIC and the foregoing relief provisions are not applicable, we would be subject to tax on

all of our taxable income at regular corporate rates, regardless of whether we make any distributions to our stockholders.

Distributions

would not be required, and any distributions would be taxable to our stockholders as ordinary dividend income that, subject to certain

limitations, may be eligible for the 20% maximum rate to the extent of our current and accumulated earnings and profits provided certain

holding period and other requirements were met.

Subject to certain limitations under the Code, corporate distributees would be eligible

for the dividends-received deduction.

Distributions in excess of our current and accumulated earnings and profits would be treated first

as a return of capital that would reduce the stockholder’s adjusted tax basis in its common stock (and correspondingly increase

such stockholder’s gain, or reduce such stockholder’s loss, on disposition of such common stock), and any remaining distributions

would be treated as a capital gain.

To requalify as a RIC in a subsequent taxable year, we would be required to satisfy the RIC qualification

requirements for that year and dispose of any earnings and profits from any year in which we failed to qualify as a RIC.

limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification

and that requalify as a RIC no later than the second year following the nonqualifying year, we could be subject to tax on any unrealized

net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized within the subsequent

five years, unless we made a special election to pay U.S.

federal income tax at corporate rates on such built-in gain at the time of

our requalification as a RIC.

we were unable to qualify for treatment as a RIC and certain relief provisions are unable to be satisfied, we would be subject to

federal income tax on all of our taxable income imposed at regular corporate rates, regardless of whether we make any

distributions to our stockholders.

Distributions would not be required, but if such distributions are paid, including distributions

of net long-term capital gain, they would be taxable to our shareholders as ordinary dividend income to the extent of our current

and accumulated earnings and profits.

Subject to certain limitations under the Code, corporate distributees would be eligible for

the dividends-received deduction with respect to such dividend and our non-corporate shareholders would generally be able to treat such dividends

as “qualified dividend income,” which is subject to reduced rates of U.S.

federal income tax.

Distributions in excess of our current and accumulated earnings and profits would be treated

first as a return of capital that would reduce the stockholder’s adjusted tax basis in its common stock (and correspondingly

increase such stockholder’s gain, or reduce such stockholder’s loss, on disposition of such common stock), and any

remaining distributions would be treated as a capital gain.

To requalify as a RIC in a subsequent taxable year, we would be required

to satisfy the RIC qualification requirements for that year and dispose of any earnings and profits from any year in which we failed

to qualify as a RIC.

Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at

least one year prior to disqualification and that requalify as a RIC no later than the second year following the nonqualifying year,

we could be subject to tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to

qualify as a RIC that are recognized within the subsequent five years, unless we made a special election to pay U.S.

federal income

tax at corporate rates on such built-in gain at the time of our requalification as a RIC.

matters are complicated and the tax consequences to an investor of an investment in our common stock will depend on the facts of his,

6 unchanged sentences

Accounting Policies— U.S.

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

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

Financial Statements for the year ended December 31, 2024 for further detail.

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

What changed 10-K

Item 1. Business