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Item 1A. Risk Factors

2025-03-12 compared with 2024-03-14 · 963 added, 843 removed, 940 unchanged (66% of the section changed)

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

In such case, our NAV and the trading price

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

In such case, our NAV and the trading price of our common

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

of Principal Risk Factors

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are subject to risks related to our investments, including but not limited to the following:

investments in the rapidly growing venture capital-backed emerging companies that we target may be extremely risky, and we could lose

all or part of our investments.

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

which could adversely affect the determination of our NAV.

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

delay any distributions of gains, if any.

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

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

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

of any of our portfolio companies.

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

when or if such companies will operate at a profit.

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

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

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

our portfolio companies could impair the value of our portfolio.

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

control over our portfolio companies or to prevent decisions by substantial stockholders or management of our portfolio companies

that could decrease the value of our investments.

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

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

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

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

Our investments in the rapidly growing venture capital-backed

emerging companies that we target may be extremely risky, and we could lose all or part of our investments.

Because our investments are generally not in publicly traded

securities, there will be uncertainty regarding the value of our investments, which could adversely affect the determination of our NAV.

The lack of liquidity in, and potentially extended holding

period of, many of our investments may adversely affect our business and will delay any distributions of gains, if any.

Investing in publicly traded companies can involve a high degree

of risk and can be speculative.

We may not realize gains from our equity investments and, because

certain of our portfolio companies may incur substantial debt to finance their operations, we may experience a complete loss on our equity

investments in the event of a bankruptcy or liquidation of any of our portfolio companies.

Many of our portfolio companies are currently experiencing

operating losses, which may be substantial, and there can be no assurance when or if such companies will operate at a profit.

Our portfolio is concentrated in a limited number of portfolio

companies or market sectors, which subjects us to a risk of significant loss if the business or market position of these companies deteriorates

or market sectors experiences a market downturn.

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

and our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Because we will generally not hold controlling equity interests

in our portfolio companies, we will likely not be in a position to exercise control over our portfolio companies or to prevent decisions

by substantial stockholders or management of our portfolio companies that could decrease the value of our investments.

We are subject to unique risks specific to our investments

in the sponsors of SPACs.

To the extent we invest in foreign companies, such investments

may be subject to unique risks in addition to those inherent to our investments in U.S.-based companies.

We may be subject to risks associated with hedging transactions

and investments in derivatives.

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

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

management team and investment professionals for our future success.

business model depends upon the development and maintenance of strong referral relationships with private equity, venture capital

funds and investment banking firms.

financial condition and results of operations will depend on our ability to achieve our investment objective.

in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.

political and market conditions may adversely affect our business, results of operations and financial condition.

are exposed to risks associated with changes in interest rates and inflation rates.

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

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

internal controls could impact our business and operating results.

face cyber-security risks.

As an internally managed BDC, we are subject to certain restrictions

that may adversely affect our business and are dependent upon our management team and investment professionals for our future success.

Our business model depends upon the development and maintenance

of strong referral relationships with private equity, venture capital funds and investment banking firms.

Our financial condition and results of operations will depend

on our ability to achieve our investment objective and manage our business effectively.

We are subject to risks associated with the purchase of investments in secondary marketplaces.

Changes in laws or regulations governing our operations, including those related to taxation, may

adversely affect our business or cause us to alter our business strategy.

Economic, political and

market conditions and volatility therein, including economic downturns, may adversely affect our business, results of operations and

financial condition.

We are exposed to risks associated with changes in interest

rates and inflation rates.

We are subject to risks associated with shareholder activism and litigation.

We operate in a highly competitive market for direct equity

investment opportunities.

Our use of borrowed funds to make investments exposes us to

risks typically associated with leverage.

To the extent we enter into any future credit facility, we may pledge substantially all of our assets under such facility,

and the loan agreement governing such facility may have covenants that would affect our liquidity, financial condition, and results of

We may have difficulty paying required distributions if we recognize income before or without receiving cash representing

Regulations incumbent upon BDCs may affect the way in which we raise capital, which may expose us to risks, including

those associated with leverage.

We will experience fluctuations in our operating results.

Our Board of Directors retains broad powers to reclassify our common stock into preferred stock or change our investment

objectives or operating policies, all without shareholder approval.

Ineffective internal controls could impact our business and

operating results.

We face cyber-security risks.

related to our securities include but are not limited to the following:

in our securities may involve an above average degree of risk.

common stock price may be volatile and may decrease substantially.

may not be able to pay distributions to our stockholders and our distributions may not grow over time.

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

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

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

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

active trading market for the 6.00% Notes due 2026 may not develop or be maintained, which could limit a holder’s ability to

sell the 6.00% Notes due 2026 and/or adversely impact the market price of the 6.00% Notes due 2026.

will be subject to U.S.

federal income tax at corporate rates if we are profitable and are unable to qualify as a RIC, which could

have a material adverse effect on us and our stockholders.

Investing in our securities may involve an above average degree

Our common stock price may be volatile and may decrease substantially.

We may not be able to pay distributions to our stockholders

and our distributions may not grow over time.

Our stockholders may experience dilution upon the issuance

of additional shares of our common stock.

If we default under any future credit facility or any other

future indebtedness, we may not be able to make payments on our 6.00% Notes due 2026 (the “6.00% Notes due 2026”) or 6.50% Convertible Notes due 2029 (the “6.50% Convertible Notes due 2029”).

We may choose to redeem the 6.00% Notes due 2026 when prevailing

interest rates are relatively low.

An active trading market for the 6.00% Notes due 2026 may not

develop or be maintained, which could limit a holder’s ability to sell the 6.00% Notes due 2026 and/or adversely impact the market

price of the 6.00% Notes due 2026.

The indenture governing the 6.00% Notes due 2026 contains limited protections for the holders thereof.

We will be subject to U.S.

federal income tax imposed at corporate rates if we are profitable and are unable to qualify as a RIC, which could have a material

adverse effect on us and our stockholders.

Related to Our Investments

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all or part of our investments.

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

the following:

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

to equity financings, possibly at discounted valuations, in which we could be substantially diluted if we do not or cannot participate,

bankruptcy or liquidation and the reduction or loss of our equity investment;

typically have limited operating histories, narrower, less established product lines and smaller market shares than larger businesses,

which tend to render them more vulnerable to competitors’ actions, market conditions and consumer sentiment in respect of their

products or services, as well as general economic downturns;

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

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

their operations, finance expansion or maintain their competitive position;

of these private companies may currently experience operating losses, which may be substantial, and there can be no assurance when

or if such companies will operate at a profit;

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

therefore, although we

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

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

transactions, we may be unable to obtain financial or other information regarding the companies with respect to which we invest.

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

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

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

classes of equity securities with differing rights, including with respect to voting and distributions.

In certain cases, these private

companies may also have senior or pari passu preferred stock or senior debt outstanding, which may heighten the risk of investing

in the underlying equity of such private companies, particularly in circumstance when we have limited information with respect to

such capital structures;

are more likely to depend on the management talents and efforts of a small group of persons;

therefore, the death, disability, resignation

or termination of one or more of these persons could have a material adverse impact on the portfolio company and, in turn, on us.

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

these companies may have

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

financings, possibly at discounted valuations, in which we could be substantially diluted if we do not or cannot participate, or

bankruptcy or liquidation, any of which could lead to the reduction or loss of our investment;

they typically have limited operating histories, narrower,

less established product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’

actions, market conditions and consumer sentiment in respect of their products or services, as well as general economic downturns;

they generally have less predictable operating results, may

from time to time be parties to litigation, may be engaged in rapidly changing industries or sectors with products subject to a substantial

risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their

competitive position;

some of these companies may experience operating

losses, which could be substantial, and there can be no assurance when or if such companies will operate at a profit;

because they are privately owned, there is generally little

publicly available information about these companies;

therefore, although we will perform due diligence investigations on these companies,

their operations and their prospects, we may not learn all of the material information we need to know regarding these businesses and,

in the case of investments we acquire in private secondary transactions, we may be unable to obtain financial or other information regarding

such companies.

Furthermore, there can be no assurance that the information that we do obtain with respect

to any investment is reliable;

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

acquisition opportunities;

these private companies frequently have much complex capital

structures, and may have multiple classes of equity securities with differing rights, including

with respect to voting and distributions.

In certain cases, these private companies may also have senior or pari passu preferred stock

or senior debt outstanding, which may heighten the risk of investing in the underlying equity of such private companies, particularly

in circumstances when we have limited information with respect to such capital structures;

they are more likely to depend on the management talents and

efforts of a small group of persons;

therefore, the death, disability, resignation or termination of one or more of these persons could

have a material adverse impact on the portfolio company and, in turn, on us.

portfolio company’s failure to satisfy financial or operating covenants imposed by its lenders could lead to defaults and, potentially,

termination of its loans and foreclosure on its assets, which could trigger cross-defaults under other agreements and jeopardize our

equity investment in such portfolio company.

investments in such portfolio company.

We may incur expenses to the extent necessary to seek recovery of our equity investment

or to negotiate new terms with a financially distressed portfolio company.

Any or all of these events could negatively impact our business, financial condition, or results of operations.

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

could adversely affect the determination of our NAV.

could affect the determination of our NAV.

portfolio investments will generally not be in publicly traded securities.

As a result, although we expect that some of our equity investments

may trade on private secondary marketplaces, the fair value of our direct investments in portfolio companies will often not be readily

determinable.

Under the 1940 Act, for our investments for which there are no readily available market quotations, including securities

that, while listed on a private securities exchange, have not actively traded, we will value such securities at fair value quarterly

as determined in good faith by our Board of Directors based upon the recommendation of the Valuation Committee in accordance with our

written valuation policy and in compliance with Rule 2a-5.

In connection with that determination, our executive officers and investment

professionals will prepare portfolio company valuations using, where available, the most recent portfolio company financial statements

and forecasts.

The Valuation Committee utilizes the services of an independent valuation firm, which prepares valuations for each of

our portfolio investments that are not publicly traded or for which we do not have readily available market quotations, including securities

that while listed on a private securities exchange, have not actively traded.

As a result, although we expect that some of our equity

investments may trade on private secondary marketplaces, the fair value of our direct investments in our portfolio companies will

often not be readily determinable.

Under the 1940 Act, for our investments for which there are no readily available market

quotations, including securities that, while listed on a private securities exchange, have not actively traded, we will value such

securities at fair value as determined in good faith by our Board of Directors in accordance with our written valuation policy and

in compliance with Rule 2a-5.

In connection with that determination, our executive officers and investment professionals prepare

portfolio company valuations using, where available, the most recent portfolio company financial statements and forecasts.

Valuation Committee utilizes the services of an independent valuation firm, which prepares valuations for each of our portfolio

investments that are not publicly traded or for which we do not have readily available market quotations, including securities that,

while listed on a private securities exchange, have not actively traded.

However, the Board of Directors retains ultimate authority

as to the appropriate valuation of each such investment.

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

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

of publicly traded companies, comparisons to recent sales of comparable companies, the discounted value of the cash flows of the portfolio

company and other relevant factors.

This information may not be available because it is difficult to obtain financial and other information

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

Because such valuations are inherently uncertain and may be based on estimates, our determinations of fair value may differ

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

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

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

As a result, investors purchasing

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

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

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

The types of factors that the Board of Directors takes into account in

determining fair value with respect to such investments include, as relevant and to the extent available, the portfolio

company’s earnings, the markets in which the portfolio company does business, comparison to valuations of publicly traded

companies, comparisons to recent sales of comparable companies, the discounted value of the cash flows of the portfolio company and

other relevant factors.

This information may not be available because it is difficult to obtain financial and other information with

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

Because such valuations are inherently uncertain and may be based on estimates, our Board of Directors’

determinations of fair value may differ materially from the values that would be assessed if a readily available market for these

securities existed.

Due to this uncertainty, fair value determinations with respect to any investments we hold may cause our NAV on

a given date to materially understate or overstate the value that we may ultimately realize on the disposition of one or more of our

As a result, investors purchasing our securities based on an overstated NAV would pay a higher price than the value of

our investments might warrant.

Conversely, investors selling securities during a period in which our NAV understates the value of

our investments would receive a lower price for their securities than the value of our investments might warrant.

securities of our private portfolio companies are illiquid, and the inability of these portfolio companies to complete an IPO or consummate

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

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

IPO market is, by its very nature, unpredictable, and IPO activity in particular has slowed significantly in recent years, which

trend may remain for the foreseeable future.

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

Such stagnation could dampen

Such stagnation could dampen our

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

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

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

As a result, prior

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

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

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

Such buyers may not be willing to purchase our

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

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

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

uncertainty that these transfer and other limitations create.

obligations generally expire only upon an IPO by the company or the occurrence of another liquidity/exit event, and in the case of

an IPO, such securities may still be subject to lock-up restrictions of varying durations.

As a result, prior to an IPO or other

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

Transfer restrictions

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

companies, or, where applicable, their stockholders.

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

volumes sufficient to liquidate our position and realize gains, and even where they are willing, other stockholders could exercise their co-sale

rights to participate in the sale, thereby reducing the number of shares available for us to sell.

Furthermore, prospective buyers

may be deterred from entering into purchase transactions with us due to the delay and uncertainty that these transfer and other

limitations create.

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

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Due to the inherent uncertainty in determining

the fair value of investments that do not have a readily available market value, the fair value of our investments determined in good

the fair value of investments that do not have a readily available market quotation, the fair value of our investments determined in good

faith by our Board of Directors may differ significantly from the value that would have been used had a ready market existed for such

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addition, even if a portfolio company completes an IPO, we will typically not be able to sell our position until any applicable post-IPO

lockup restriction expires.

As a result of lockup restrictions, the market price of securities that we hold may decline substantially

lock-up restriction expires.

As a result of lock-up restrictions, the market price of securities that we hold may decline substantially

before we are able to sell them following an IPO.

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

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

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

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

appreciation will occur.

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

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

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

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

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

We expect that our holdings of equity securities may

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

Even if such appreciation

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

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

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

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

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

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

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

during times of general market volatility, which may restrict our ability to sell our positions and may have a material adverse

impact on us.

Additionally, our investments in companies which have recently completed IPOs may be subject to lock-up restrictions

of varying durations, which could limit our ability to realize gains on our investments at the most opportune times.

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

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

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

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

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

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

condition, and results of operations.

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

our status as a BDC would reduce our operating flexibility.

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

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

portfolio companies.

to comply with the regulatory requirements applicable to BDCs would reduce our operating flexibility, which could have a negative effect

on our business, financial condition, and results of operations.

See “Risks Related to Our Business and Structure — We

are subject to certain limitations and restrictions in our operations as a result of the regulations applicable to BDCs, and any failure

to comply with such regulations could negatively impact our business or expose us to enforcement actions or the claims of private litigants.

We may not realize gains from our investments and, in certain circumstances,

we may experience a complete loss on our investments, including in the event of a bankruptcy or liquidation of any of our portfolio companies.

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

emerging companies.

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

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

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

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

certain circumstances, to force us to liquidate our position in a subject company at a specified price, which could be, in our opinion,

inadequate or undesirable or even below our cost basis.

In this event, we could realize a loss or fail to realize gain in an amount that

we deem appropriate on our investment.

Further, capital market volatility and the overall market environment may preclude our portfolio

companies from realizing liquidity events and impede our exit from these investments.

Accordingly, we may not be able to realize gains

from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset

any other losses we experience.

We will generally have little, if any, control over the timing of any gains we may realize from our equity

investments unless and until the portfolio companies in which we invest become publicly traded.

In addition, the companies in which we

invest may have substantial debt loads.

In such cases, we would typically be last in line behind any creditors in a bankruptcy or liquidation

and would likely experience a complete loss on our investment.

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

Investments in

equity securities involve a number of significant risks, including the risk of dilution as a result of additional issuances and

the company’s failure to pay distributions.

In addition, the private company securities we acquire may be subject to

drag-along rights, which could permit other stockholders, under certain circumstances, to force us to liquidate our position in a subject

company at a specified price, which could be, in our opinion, undesirable or even below our cost basis.

In this event, we could realize

a loss or fail to realize gains in an amount that we deem appropriate on our investment.

Further, capital market volatility and the overall

market environment may preclude our portfolio companies from completing IPOs or liquidity events and impede our exit from these investments.

Accordingly, we may not be able to realize gains on our investments, and any gains that we do realize on the disposition of any investments

may not be sufficient to offset any other losses we experience.

We will generally have little, if any, control over the timing of any

gains we may realize from our investments unless and until the portfolio companies in which we invest become publicly traded.

the companies in which we invest may have substantial debt loads.

In such cases, we would typically be last in line behind any creditors

in a bankruptcy or liquidation and would likely experience a complete loss on our investment, which could, in turn, impact our financial

condition and results of operations.

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

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While certain of our portfolio

companies have earned net income in recent periods, we believe that many of our portfolio companies are currently experiencing operating

companies have experienced gains in their net income in recent periods, we believe that many of our portfolio companies are currently experiencing operating

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

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

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

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

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

If such companies fail to operate at a profit consistently

or ever, such failure may adversely affect our investments, which will, in turn, result in negative effects to our results of operations.

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

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

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

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31, 2024, 91.1% of our NAV was comprised of investments in ten portfolio companies.

Beyond the asset diversification requirements

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

however, our investments could be concentrated in relatively

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

As a result, a downturn in any market sector in which a significant number of our portfolio companies operate or the deterioration

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

Beyond the asset diversification requirements necessary

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

however, our investments could be concentrated in relatively few

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

As a result, a downturn in any market sector in which a significant number of our portfolio companies operate or the deterioration of

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

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

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our financial position and results of operations.

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

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

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

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

Additionally, our investments in the financial technology

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

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

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

Given the experience of our executive officers and investment professionals

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

and as of December 31, 2024, our largest industry concentrations of our total investments at fair value were in the artificial

intelligence infrastructure & applications sector, which represented approximately 27.7% of our portfolio, and the software-as-a-service

(“SaaS”) sector, which represented approximately 23.5% of our portfolio.

Additionally, our investments in the consumer goods

& services sector represented approximately 14.5% of our portfolio, our investments in the educational technology sector represented

approximately 13.1% of our portfolio, and our investments in the logistics & supply chain sector represented approximately 11.0% of

our portfolio.

Therefore, we are susceptible to the economic circumstances and market conditions in these industries, and a downturn

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

Our investment in the artificial

intelligence infrastructure & applications sector is subject to substantial risks due to rapid technological evolution, regulatory

uncertainty, and operational vulnerabilities.

Companies in this sector—including generative artificial intelligence infrastructure

& application companies—are frequently subject to unpredictable revenue, profitability, and valuations, as many such companies

are in their startup or emerging stages and face challenges such as competitive pressures and technical hurdles.

Additionally, emerging

and evolving legal frameworks and regulatory compliance in this sector may increase such companies’ costs and, accordingly, constrain

their operations.

Our equity investments in such companies may be limited, and because we may not control these companies, we may be limited

in our ability to influence their risk mitigation approaches.

Founders and larger shareholders may prioritize growth over compliance or

ethical safeguards, heightening these companies’ exposure to regulatory actions, reputational damage, and economic penalties, any

or all of which could negatively impact our investment.

Artificial intelligence

infrastructure & application companies may also face monetization challenges, which could threaten their returns.

These companies

may struggle to commercialize prototypes amid customer skepticism, pricing model uncertainties, and high operational costs upon startup.

Further, rapid technological advancements, including breakthroughs in quantum machine learning, may render existing models obsolete.

Additionally,

certain of these companies may experience semiconductor supply chain vulnerabilities, causing operational delays as they execute on their

go-to-market strategies.

Any or all of these phenomena may impact such companies’ business, financial condition, or results of operations,

thereby negatively impacting the value of our investments.

Our investment in the SaaS

sector is subject to substantial risks.

For example, such portfolio companies may be subject to consumer protection laws that are enforced

by regulators such as the Federal Trade Commission and private parties, and include statutes that regulate the collection and use of information

for marketing purposes.

Any new legislation or regulations regarding the Internet, mobile devices, software sales or export and/or the

cloud or SaaS industry, and/or the application of existing laws and regulations to the Internet, mobile devices, software sales or export

and/or the cloud or SaaS industry, could create new legal or regulatory burdens on these portfolio companies that could have a material

adverse effect on their respective operations.

In addition, our SaaS portfolio companies may incur significant operating losses and negative

cash flows during certain times of their respective life cycles, resulting in an adverse impact on their operations.

Because our SaaS

portfolio companies are generally investments that are underwritten and valued on “recurring revenue” rather than EBITDA,

the fair value determinations of such companies are inherently uncertain and may fluctuate over short periods of time.

They are also subject

to the risks that their customers have financial difficulties that make them unable or unwilling to pay for the software and services

that drive a portfolio company’s recurring revenue projections.

For these reasons, our financial results could be materially adversely

affected if our portfolio companies in the SaaS industry encounter financial difficulty.

Our investment in the consumer goods and services sector is subject to substantial risks.

Companies in the consumer

goods and services sector frequently experience fluctuations in their earnings due to consumer cyclicality, and are extremely sensitive

to economic downturns or recessions as well as currency fluctuations.

These companies are also subject to changing consumer tastes, extensive

competition, product liability litigation and increased government regulation.

Generally, spending on consumer goods and services is affected

by the health of consumers.

Companies in the consumer goods and services sectors are subject to government regulation affecting the permissibility

of using various food additives and production methods, which regulations could affect company profitability.

A weak economy and its effect

on consumer spending would adversely affect companies in the consumer products and services sector and, in turn, the value of our investments

in companies in that sector.

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

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

companies can and often do fluctuate suddenly and dramatically.

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

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

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

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

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

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

may be disruptive to education technology businesses.

The revenue, income (or losses) and valuations of

technology-related companies can and often do fluctuate suddenly and dramatically.

In addition, because of rapid technological

change, the average selling prices of products and some services provided by companies in technology-related sectors have

historically decreased over their productive lives.

In addition, our portfolio companies in these sectors face intense competition

since their businesses are rapidly evolving, intensely competitive and subject to changing technology, shifting user needs and

frequent introductions of new products and services.

For example, new technologies, including those based on artificial intelligence, can provide students with more immediate responses to inquiries than traditional tools, and over time, the accuracy of these tools

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

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

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

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

These companies may be unseasoned, unprofitable

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

These companies

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

Less established

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

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

or management team.

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

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

Such companies may face intense competition,

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

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

Further, these companies operate in the highly regulated

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

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

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

in the marketplaces sector are also subject to substantial risks.

These investments include portfolio companies in sub-industry

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

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

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

the marketplace and engagement has proliferated.

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

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

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

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

In particular, data collection has been

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

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

we have invested.

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

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

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

Such challenges may thus negatively

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

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

Any of the portfolio

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

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

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

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

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

Our investment in the supply

chain and logistics sector is subject to substantial risks.

Geopolitical conflicts, trade restrictions, and regional instability can disrupt

critical shipping lanes and cross-border commerce, while reliance on international suppliers heightens vulnerability to customs delays,

tariff fluctuations, and sudden regulatory changes, all of which could impact the business, financial condition, and results of operations

of such companies.

Additionally, prolonged port congestion, container shortages, and labor disputes at key transit hubs may further impede

delivery timelines, eroding customer trust and such companies’ contractual compliance, thus impacting these companies’ business

and, accordingly, our investment.

Natural disasters, including hurricanes, floods, wildfires, and public health emergencies, as well as climate-related

events, can necessitate rapid supply chain reconfiguration and disrupt essential infrastructure such as warehouses and transportation

Companies must also navigate complex regulatory frameworks across jurisdictions governing emissions, labor practices, and safety

for instance, stricter carbon disclosure requirements and evolving fuel efficiency standards may require costly compliance

Moreover, labor shortages in trucking, warehousing, and dock operations—as well as potential disruptions from unionization

or collective bargaining—could further impact operational efficiency and profit margins.

Any or all of these considerations or circumstances

could distract these companies’ attention from their effective management, thereby potentially negatively impacting their financial

condition and results of operations and, in turn, the value of our investment in such companies.

to all of the artificial intelligence infrastructure & applications, SaaS, consumer goods & services, education technology,

and supply chain & logistic sectors are risks related to cybersecurity.

Any of the portfolio companies in these sectors could be

required to make a significant investment to remedy the effects of any cybersecurity incident, harm to their reputations, legal

claims that they and their respective affiliates may be subjected to, regulatory action or enforcement arising out of applicable

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

The increased

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

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

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

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

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

As a result, if a significant investment in one or

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

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

The following table shows the cost and fair value of our

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

financial results could be negatively affected if a portfolio company in which we have a significant investment fails to perform as

total investment in any one of our portfolio companies may be significant to our NAV.

As a result, if a

significant investment in one or more companies fails to perform as expected, our financial results could be more negatively

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

following table shows the cost and fair value of our ten largest portfolio company positions as of December 31, 2024:

Portfolio Company

CW Opportunity 2 LP (1)

ARK Type One Deep Ventures Fund LLC (2)

Learneo, Inc.

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

ServiceTitan,

Robotics Corp.

Holdings, Inc.

(d/b/a PublicSquare)

Capital PayJoy SPV, LLC

Enterprises, Inc.

(d/b/a Hearth)

Blink Health, Inc.

ServiceTitan, Inc.

IH10, LLC (3)

FourKites, Inc.

Locus Robotics Corp.

$ 123,764,295

$ 143,587,363

Opportunity 2 LP is an SPV for which the Class A Interest is solely invested in the Series

C Preferred Shares of CoreWeave, Inc.

SuRo Capital Corp.

is invested in the Series C Preferred Shares of

CoreWeave, Inc.

through its investment in the Class A Interest of CW Opportunity 2 LP.

Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely

invested in the Convertible Interest Rights of OpenAI Global, LLC.

SuRo Capital Corp.

is invested in the

Convertible Interest Rights of OpenAI Global, LLC through its investment in the Class A Interest

of ARK Type One Deep Ventures Fund LLC.

LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data,

through an SPV.

SuRo Capital Corp.

is invested in the Series B Preferred Shares of VAST Data, Ltd.

through its investment in the

Membership Interest of IH10, LLC.

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

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viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation

in a successful operation.

in a successful company’s capital structure.

Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on

investment because we may not want to increase our concentration of risk, because we prefer other opportunities, or because we are inhibited

by compliance with BDC requirements or the desire to qualify to maintain our status as a RIC, or we lack access to the desired follow-on

investment opportunity.

by our mandate to comply with regulatory requirements applicable to BDCs.

addition, we may be unable to complete follow-on investments in our portfolio companies that have conducted an IPO as a result of regulatory

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This or any of the preceding rationales for failing to undertake a follow-on investment could impact our portfolio

companies’ performance and, thus, its value.

companies’ performance and, thus, its value, which could, in turn, affect our financial condition and results of operations.

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

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in the portfolio company.

Due to the lack of liquidity for the equity and equity-related investments that we will typically hold in our

portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company

or its substantial stockholders, and may therefore suffer a decrease in the value of our investments.

Due to the lack of liquidity for the equity and equity-related investments that we typically hold in our

portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company’s management

or its substantial stockholders, and may therefore suffer a decrease in the value of our investments and, accordingly, our financial condition and results of operations.

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

entirety of our investment.

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

For example, we

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

investment by us in a sponsor of a SPAC will not have the same redemption rights that a direct investment in a SPAC may have.

there is a unique risk of experiencing a complete loss on our investment when we invest in a sponsor of a SPAC.

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

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

Any investment by us in a sponsor of a SPAC will not have the same redemption rights that a direct investment in a SPAC may have.

such, there is a unique risk of experiencing a complete loss on our investment when we invest in a sponsor of a SPAC, which, if such loss were to occur, would negatively impact our financial condition and results of operations.

number of founder shares allocated to us in respect of any investment in a sponsor of a SPAC may be reduced or otherwise subjected to

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

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

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

Developments with

respect to any one of these or any other factors affecting currency values may negatively impact the value of our investment, thereby

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

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

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

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

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

These requirements

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

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

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

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

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

each case as it becomes due.

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

derivatives and/or enter into certain other financial contracts.

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

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

These requirements apply unless the BDC

qualifies as a “limited derivatives user” under Rule 18f-4 under the 1940 Act.

Under Rule 18f-4, a BDC may enter into an unfunded

commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the

BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and

cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due.

currently operate as a “limited derivatives user,” which may limit our ability to use derivatives and/or enter into certain

other financial contracts.

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

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

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

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

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

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

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

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

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

Engaging in such

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

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

We have claimed relief from

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

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

Specifically, we are subject to

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

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

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

on any such contracts we have entered into;

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

liquidation value of our portfolio.

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

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

claimed relief from CFTC registration and regulation as a commodity pool operator with respect to our operations, with the result

that we are limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions.

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

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

premiums required to establish such positions does not exceed 5% of the liquidation value of our portfolio, after taking

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

or (ii) the aggregate net notional

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

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

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Related to Our Business and Structure

failure on our part to maintain our status as a BDC would reduce our operating flexibility.

We are subject to certain limitations and restrictions in our operations as a result of the regulations applicable

to BDCs, and any failure to comply with such regulations could negatively impact our business or expose us to enforcement actions or the

claims of private litigants.

1940 Act imposes numerous constraints on the operations of BDCs.

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

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

public companies, cash, cash

equivalents, U.S.

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

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

public companies, cash, cash equivalents,

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

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

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

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

withdraw our status as a BDC.

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

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

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

of doing business.

Any failure to comply with the requirements

imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants.

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

If we decide to withdraw

our election, or if we otherwise fail to maintain our qualification, to be regulated as a BDC, we may be subject to substantially greater

regulation under the 1940 Act as a closed-end investment company.

Compliance with such regulations would significantly decrease our operating

flexibility and could significantly increase our costs of doing business.

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

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

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

talented investment management professionals.

As such, these limitations could inhibit our ability to grow, pursue our business plan

and attract and retain professional talent, any or all of which may have a negative impact on our business, financial condition and results

of operations.

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

to attract and retain talented investment management professionals.

As such, these limitations could inhibit our ability to grow, pursue

our business plan and attract and retain professional talent, any or all of which may have a negative impact on our business, financial

condition and results of operations.

an internally managed BDC, we are dependent upon our management team and investment professionals for their time availability and for

our future success, and if we are not able to hire and retain qualified personnel, or if we lose key members of our senior management

team, our ability to implement our business strategy could be significantly harmed.

an internally managed BDC, our ability to achieve our investment objectives and to make distributions to our stockholders depends

upon the performance of our management team and investment professionals.

We depend upon the expertise, skill and network of members

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

monitoring of our investments.

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

business plan.

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

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

We believe our future

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

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

our future success, and if we are not able to hire and retain qualified personnel, or if we lose key members of our team, our ability to implement our business strategy could be significantly harmed.

an internally managed BDC, our ability to achieve our investment objectives and to make distributions to our stockholders depends upon

the performance of our management team and investment professionals.

We depend upon the expertise, skill and network of members of our

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

our investments.

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

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

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

We believe our future success will depend, in

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

If we do not succeed in identifying,

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

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

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compensation.

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

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

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

we are subject to as an internally managed BDC.

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

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

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

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

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

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

Accomplishing this result on a cost-effective basis

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

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

We seek a specified number of investments in rapidly

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

There can be no assurance that our management team

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

we will achieve our investment objective.

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

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

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

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

Accomplishing this result on a cost-effective basis is largely

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

to provide competent, attentive and efficient services.

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

emerging companies, which may be extremely risky.

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

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

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

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

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

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with key firms, or if they fail to establish strong referral relationships with other firms or other sources of investment opportunities,

we will not be able to grow our portfolio of equity investments and achieve our investment objective.

we will not be able to grow our portfolio of investments and achieve our investment objective.

In addition, persons with whom

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Any loss or diminishment of such relationships

could effectively reduce the ability to identify attractive portfolio companies that meet our investment criteria, either for direct

equity investments or for investments through private secondary market transactions or other secondary transactions.

could effectively inhibit our ability to identify attractive portfolio companies that meet our investment criteria, thus negatively impacting our cash flows and results of operations.

are significant potential risks related to investing in securities traded on private secondary marketplaces.

have utilized and expect to continue to utilize private secondary marketplaces, such as SharesPost, Inc., to acquire investments for

our portfolio.

When we purchase secondary shares, we may have little or no direct access to financial or other information from these

portfolio companies.

As a result, we are dependent upon the relationships of our management team and investment professionals and our

Board of Directors to obtain the information necessary to perform research and due diligence, and to monitor our investments after they

There can be no assurance that our management team and investment professionals will be able to acquire adequate information

on which to make its investment decision with respect to any private secondary marketplace purchases, or that the information it is able

to obtain is accurate or complete.

Any failure to obtain full and complete information regarding the portfolio companies with respect

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

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

have utilized and expect to continue to utilize private secondary marketplaces, such as Hiive Markets, Ltd.

and Forge Global,

Inc., to acquire investments for our portfolio.

When we purchase investments in the secondary marketplace, we may have little or no direct access to financial or other information from

these portfolio companies.

As a result, we are dependent upon the relationships of our management team and investment professionals to obtain the information necessary to perform research and due diligence, and to monitor our investments

after they are made.

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

adequate information on which to make its investment decision with respect to any private secondary marketplace purchases, or that

the information it is able to obtain is accurate or complete.

Any failure to obtain full and complete information regarding the

portfolio companies with respect to which we invest through private secondary marketplaces could cause us to lose part or all of our

investment in such companies, which would have a material and adverse effect on our NAV and results of operations.

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

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

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

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

While our management team takes reasonable efforts

to ensure that we are in full compliance with all laws applicable to our operations, the increasing rate and extent of regulatory change

increases the risk of a failure to comply, which may limit our ability to operate our business in the ordinary course or may subject

us to potential fines, regulatory findings or other matters that may materially impact our business.

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

would expose us to an increasing risk of inadvertent non-compliance.

While our management team takes reasonable efforts to ensure that

we are in full compliance with all laws applicable to our operations, the increasing rate and extent of regulatory change increases the

risk of a failure to comply, which may limit our ability to operate our business in the ordinary course or may subject us to potential

fines, regulatory findings or other matters that may materially impact our business.

the last several years, there has also been an increase in regulatory attention to the extension of credit outside of the traditional

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

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

or reoccurrence of any potential business or supply chain disruption, changes in interest rates and inflation rates, global conflicts,

health epidemics and pandemics and the actions taken by governments in response to these conditions.

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

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

The continuance or reappearance of market

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

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

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

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

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

in rising rate environments.

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

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

commitments to our portfolio companies.

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

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

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

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

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

The debt capital that

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

experience, including being at a higher cost in rising rate environments.

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

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

to make new commitments or to fund existing commitments to our portfolio companies.

An inability to extend the maturity of, or refinance,

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

of operations.

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

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are exposed to risks associated with changes in interest rates.

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

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

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

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

A reduction in the interest rates

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

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

our interest expense, thereby decreasing our net income.

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

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

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

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

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

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

Further, rising interest

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

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

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

In such a scenario, rising

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

manner as a result of such minimum interest rates.

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

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

Rising interest rates could also

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

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

In addition, rising interest rates may increase pressure

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

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

General interest rate fluctuations

may have a negative impact on our investments and our investment returns and, accordingly, may have a material adverse effect on our investment

objective and our net investment income.

Federal Reserve

decreased the federal funds rate multiple times in 2024 after a sustained period of historically high rates.

We may borrow money and issue

debt securities or preferred stock to make investments, and if we do so, our net investment income will be dependent upon the difference

between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which

we invest these funds.

While we are principally invested in the equity and equity-related securities of our portfolio companies, to the

extent we have debt investments with floating rates, in periods of declining interest rates, we may earn less interest income from investments

and our cost of funds will also decrease.

Conversely, in periods of rising interest rates, our interest income on these investments will

There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our

net investment income.

Rising interest rates may also increase the cost of debt for our underlying portfolio companies, which could adversely

impact their financial performance and ability to meet ongoing obligations to us.

Also, an increase in interest rates available to investors

could make an investment in our common stock less attractive if we are not able to pay dividends at a level that provides a similar return,

which could reduce the value of our common stock.

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

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to borrowers.

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

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

of major domestic and international financial institutions.

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

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

their capital positions and abilities to lend and invest.

In addition, continued uncertainty surrounding the negotiation of trade

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

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

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

There can be no assurance that market conditions will

not worsen in the future.

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

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

and international financial institutions.

In particular, in past periods of instability, the financial services sector was negatively

impacted by significant write-offs as the value of the assets held by financial firms declined, impairing their capital positions and

abilities to lend and invest.

In addition, continued uncertainty surrounding the negotiation of trade deals between the United Kingdom

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

States and other countries, including China and Russia, with respect to trade policies, treaties, and tariffs, among other factors, have

caused disruption in the global markets.

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

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

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

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

impact the fair value of our investments.

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

losses and therefore reduce our net assets resulting from operations.

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

There is no guarantee

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

See “ —We are exposed to risks

associated with changes in interest rates.

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

the fair value of our investments.

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

reduce our net assets resulting from operations.

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

are subject to risks related to corporate social responsibility.

business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities, which are increasing

considered to contribute to the long-term sustainability of a company’s performance.

A variety of organizations measure the performance

of companies on ESG topics, and the results of these assessments are widely publicized.

In addition, investments in funds that specialize

in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized

the importance of such ESG measures to their investment decisions.

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

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

Adverse incidents with respect to ESG activities

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

our business and results of operations.

Additionally,

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

The SEC has proposed rules that, among other matters,

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

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

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

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

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

affect our profitability.

Our business (including that of our portfolio companies) faces increasing

public scrutiny related to environmental, social, and governance (“ESG”) activities.

A variety of organizations measure the

performance of companies on ESG topics, and the results of these assessments are widely publicized.

If our ESG ratings or performance

do not meet the standards set by such investors or our stockholders, they may choose to exclude our securities from their investments.

In addition, investment in funds that specialize in companies that perform well in such assessments remain popular, and major institutional

investors have publicly discussed their consideration of such ESG ratings and measures in making their investment decisions.

We risk damage to our brand and reputation if we fail to act responsibly

in a number of areas, including, but not limited to, human rights, climate change and environmental stewardship, support for local communities,

corporate governance and transparency, or consideration of ESG factors in our investment processes.

Adverse incidents with respect to

ESG activities could impact the value of our brand, our relationship with existing and future portfolio companies, the cost of our operations

and relationships with investors, all of which could adversely affect our business and results of operations.

Conversely, “anti-ESG”

sentiment has gained momentum across the U.S., with a growing number of states, federal agencies, the executive branch and Congress having

enacted, proposed or indicated an intent to pursue “anti-ESG” policies, legislation or issued related legal opinions and engaged

in related investigations and litigation.

If investors subject to “anti-ESG” legislation view our investment activities as

being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in us and

it could negatively impact the price of our common stock.

In addition, corporate diversity, equity and inclusion (“DEI”) practices

have recently come under increasing scrutiny.

For example, some advocacy groups and federal and state officials have asserted that the

Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized

to private employment matters and private contract matters and several media campaigns and cases alleging discrimination based on such

arguments have been initiated since the decision.

Additionally, in January 2025, President Trump signed a number of Executive Orders focused

on DEI, which indicate continued scrutiny of DEI initiatives and potential related investigations of certain private entities with respect

to DEI initiatives, including publicly traded companies.

If we do not successfully manage expectations across varied stakeholder interests,

it could erode stakeholder trust, impact our reputation and constrain our investment opportunities.

Such scrutiny of both ESG and DEI

related practices could expose our investment adviser to the risk of litigation, investigations or challenges by federal or state authorities

or result in reputational harm.

There is also regulatory interest across jurisdictions in improving transparency regarding the definition, measurement

and disclosure of ESG factors in order to allow investors to validate and better understand sustainability claims.

For example, the SEC

sometimes reviews compliance with ESG commitments in examinations and has taken enforcement actions against registered investment advisers

for not establishing adequate or consistently implementing ESG policies and procedures to meet ESG commitments to investors.

2024, the SEC adopted rules aimed at enhancing and standardizing climate-related disclosures;

however, these rules are stayed pending

the outcome of consolidated legal challenges in the Eighth Circuit Court of Appeals.

At the state level, in October 2023, California enacted

legislation that will ultimately require certain companies that do business in California to publicly disclose their Scopes 1, 2, and

3 greenhouse gas emissions, with third party assurance of such data, and issue public reports on their climate-related financial risk

and related mitigation measures.

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

legal, accounting and compliance costs, make some activities more difficult, time-consuming and costly, affect the manner in which we

or our portfolio companies conduct our businesses and adversely affect our profitability.

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

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

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

has often been brought against that company.

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

has been increasing in the BDC space recently.

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

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

target of securities litigation or stockholder activism.

Securities litigation and stockholder activism, including potential proxy

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

from our business.

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

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

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

activist stockholder matters.

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

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

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

often been brought against that company.

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

increasing in the BDC space recently.

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

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

litigation or stockholder activism.

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

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

Additionally,

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

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

Also, we may be required to

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

Further, our stock

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

litigation and stockholder activism.

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

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with our investment objective.

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

also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated with

investing in our securities.

In addition to the 6.00% Notes due 2026, we may borrow from and issue senior debt securities to banks, insurance

companies and other lenders.

Lenders of such senior securities would have fixed dollar claims on our assets that are superior to the

claims of our common stockholders.

If the value of our assets increases, then leveraging would cause the net asset value attributable

to our common stock to increase more sharply than it would have had we not leveraged.

Conversely, if the value of our assets decreases,

leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged.

Similarly, any increase

in our income in excess of interest payable on the borrowed funds would cause our net income to increase more than it would without the

leverage, while any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed.

is generally considered a speculative investment technique.

Our ability to service the 6.00% Notes due 2026, borrowings under any other

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.

also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated

with investing in our securities.

In addition to the 6.00% Notes due 2026 and our 6.50% Convertible Notes due 2029, we may borrow

from and issue senior debt securities to banks, insurance companies and other lenders.

Lenders of such senior securities would have

fixed dollar claims on our assets that are superior to the claims of our common stockholders.

If the value of our assets increases,

then leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had we

not leveraged.

Conversely, if the value of our assets decreases, leveraging would cause net asset value to decline more sharply than

it otherwise would have had we not leveraged.

Similarly, any increase in our income in excess of interest payable on the borrowed

funds would cause our net income to increase more than it would without the leverage, while any decrease in our income would cause

net income to decline more sharply than it would have had we not borrowed.

Leverage is generally considered a speculative investment

Our ability to service the 6.00% Notes due 2026, the 6.50% Convertible Notes due 2029 or any borrowings under any other

future debt that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and

competitive pressures.

As a result of our use of leverage, we have experienced a substantial increase in operating expenses and may continue

to do so in the future.

As a result of our use of leverage, we have experienced a substantial increase in operating expenses and may

continue to do so in the future.

following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns

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Corresponding return to common stockholder (1)

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

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

Assumes $209.4 million in

total portfolio assets excluding U.S.

Treasuries, and $74.7 million in outstanding debt related to our 6.00% Notes due 2026 and

6.50% Convertible Notes due 2029 as of December 31, 2024.

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

borrow money and may issue additional debt securities or preferred stock to leverage our capital structure.

of our common stock would be exposed to incremental risk of loss;

therefore, a decrease in the value of our investments would have

a greater negative impact on the value of our common shares than if we did not use leverage;

depreciation in the value of our assets may magnify losses associated with an investment and could totally eliminate the value of

an asset to us;

we do not appropriately match the assets and liabilities of our business and interest or dividend rates on such assets and liabilities,

adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of any leverage;

ability to pay dividends on our common stock may be restricted if our asset coverage ratio, as provided in the 1940 Act, is not at

least 200% (or 150% if certain requirements are met), and any amounts used to service indebtedness or preferred stock would not be

available for such dividends;

future credit facility we may enter would be subject to periodic renewal by our lenders, whose continued participation cannot be

securities would be governed by an indenture or other instrument containing covenants restricting our operating flexibility or affecting

our investment or operating policies, and may require us to pledge assets or provide other security for such indebtedness;

and indirectly our common stockholders, bear the entire cost of issuing and paying interest or dividends on such securities;

we issue preferred stock, the special voting rights and preferences of preferred stockholders may result in such stockholders’

having interests that are not aligned with the interests of our common stockholders, and the rights of our preferred stockholders

to dividends and liquidation preferences will be senior to the rights of our common stockholders;

convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our

common shares;

custodial relationships associated with our use of leverage would conform to the requirements of the 1940 Act, and no creditor would

have veto power over our investment policies, strategies, objectives or decisions except in an event of default or if our asset coverage

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

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

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

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

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

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

borrow money and may issue debt securities or preferred stock to leverage our capital structure.

shares of our common stock would be exposed to incremental

risk of loss;

therefore, a decrease in the value of our investments would have a greater negative impact on the value of our common stock

than if we did not use leverage;

any depreciation in the value of our assets may magnify losses

associated with an investment and could totally eliminate the value of an asset to us;

if we do not appropriately match the assets and liabilities

of our business and interest or dividend rates on such assets and liabilities, adverse changes in interest rates could reduce or eliminate

the incremental income we make with the proceeds of any leverage;

our ability to pay dividends on our common stock may be restricted

if our asset coverage ratio, as provided in the 1940 Act, is not at least 200% (or 150% if certain requirements are met), and any amounts

used to service indebtedness or preferred stock would not be available for such dividends;

any future credit facility

we may enter into would be subject to periodic renewal by the lenders party thereto, whose continued participation cannot be

such securities would be governed by an indenture or other

instrument containing covenants restricting our operating flexibility or affecting our investment or operating policies, and may require

us to pledge assets or provide other security for such indebtedness;

we, and indirectly our common stockholders, bear the entire

cost of issuing and paying interest or dividends on such securities;

if we issue preferred stock, the special voting rights and

preferences of preferred stockholders may result in such stockholders having interests that are not aligned with the interests

of our common stockholders, and the rights of our preferred stockholders to dividends and liquidation preferences will be senior to the

rights of our common stockholders;

any convertible or exchangeable securities that we issue may

have rights, preferences and privileges more favorable than those of our common shares;

any custodial relationships associated with our use of leverage

would conform to the requirements of the 1940 Act, and no creditor would have veto power over our investment policies, strategies, objectives

or decisions except in an event of default or if our asset coverage was less than 200% (or 150% if certain requirements are met).

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

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

If the value of our assets declines,

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

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

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

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

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

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

may pay to our stockholders.

Moreover, such deleveraging

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

result, we could be forced to curtail or cease new investment activities and lower or eliminate any dividends that we may pay to our

stockholders.

may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.

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we may fail to qualify for RIC tax treatment and thus would be subject to U.S.

federal income tax at corporate rates.

federal income tax.

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.

may in the future issue additional debt securities or preferred stock and/or borrow money from banks or other financial institutions,

which we refer to collectively (along with the 6.00% Notes due 2026) as “senior securities,” up to the maximum amount permitted

by the 1940 Act.

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

asset coverage ratio, as defined in the 1940 Act, equals at least 200% (or 150% if certain requirements are met) of gross assets less

all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities.

If the value of our

assets declines, we may be unable to satisfy this test.

If that happens, we may be required to sell a portion of our investments and,

depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous.

any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders.

of the costs of offering and servicing the 6.00% Notes due 2026 and any additional debt or preferred stock we may issue in the future,

including interest payments thereon, will be borne by our common stockholders.

The interests of the holders of the 6.00% Notes due 2026,

any additional debt or preferred stock we may issue will not necessarily be aligned with the interests of our common stockholders.

particular, the rights of holders of the 6.00% Notes due 2026 and our debt or preferred stock to receive interest or principal repayment

will be senior to those of our common stockholders.

Also, in the event we issue preferred stock, the holders of such preferred stock

will have the ability to elect two members of our Board of Directors.

may in the future issue additional debt securities or preferred stock and/or borrow money from banks or other financial

institutions, which we refer to collectively (along with the 6.00% Notes due 2026 and the 6.50% Convertible Notes due 2029) as “senior securities,” up to the

maximum amount permitted by the 1940 Act.

Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior

securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 200% (or 150% if certain

requirements are met) of gross assets less all liabilities and indebtedness not represented by senior securities, after each

issuance of senior securities.

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

If that happens, we may

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

at a time when such sales may be disadvantageous.

Furthermore, any amounts that we use to service our indebtedness would not be

available for distributions to our common stockholders.

of the costs of offering and servicing the 6.00% Notes due 2026, the 6.50% Convertible Notes due 2029 and any additional debt or

preferred stock we may issue in the future, including interest payments thereon, will be borne by our common stockholders.

interests of the holders of the 6.00% Notes due 2026, the 6.50% Convertible Notes due 2029 and any additional debt or preferred

stock we may issue will not necessarily be aligned with the interests of our common stockholders.

In particular, the rights of

holders of the 6.00% Notes due 2026, the 6.50% Convertible Notes due 2029 and any other debt or preferred stock we mato receive interest or principal repayment will be senior to

those of our common stockholders.

Also, in the event we issue preferred stock, the holders of such preferred stock will have the

ability to elect two members of our Board of Directors.

In addition, we may grant a lender a security interest in a significant

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security interest in our assets.

In no event, however, will any lender to us have any veto power over, or any vote with respect to, any

change in our, or approval of any new, investment objective or investment policies or strategies.

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

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 the best interests of the Company and our stockholders, and our stockholders

In no event, however, will any lender to us have any veto power over, or any vote with respect to,

any change in our, or approval of any new, investment objective or investment policies or strategies.

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

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 per share of our common stock if our

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

approve such sale.

In any such case, the price at which our securities are to be issued and sold may not be less than a price which,

in the determination of our Board of Directors, closely approximates the market value of such securities (less any distributing commission

or discount).

We are also generally prohibited under the 1940 Act from issuing securities convertible into voting securities without

obtaining the approval of our existing stockholders.

in the determination of our Board of Directors, closely approximates the market value of such securities (less any distributing

commission or discount).

We are also generally prohibited under the 1940 Act from issuing securities convertible into voting

securities without obtaining the approval of our existing stockholders.

addition to regulatory requirements that restrict our ability to raise capital, the loan agreement governing any future credit facility

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facilities, including, without limitation, restrictions on incurring additional indebtedness, compliance with the asset coverage requirements

under the 1940 Act, a minimum net asset value requirement, a limitation on the reduction of our net asset value, and maintenance of RIC

under the 1940 Act, a minimum NAV requirement, a limitation on the reduction of our NAV, and maintenance of RIC

and BDC status.

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will be subject to U.S.

federal income tax at corporate rates if we are profitable and are unable to qualify as a RIC, which could have

a material adverse effect on us and our stockholders.

elected to be treated as a RIC under the Code beginning with our taxable year ended December 31, 2014, have qualified to be treated as

a RIC for subsequent taxable years and expect to continue to operate in a manner so as to qualify for the tax treatment applicable to

federal income tax imposed at corporate rates if we are profitable and are unable to qualify as a RIC, which

could have a material adverse effect on us and our stockholders.

elected to be treated as a RIC under Subchapter M of the Code beginning with our taxable year ended December 31, 2014, have

qualified to be treated as a RIC for subsequent taxable years and expect to continue to operate in a manner so as to qualify for the

tax treatment applicable to RICs.

Business—Material U.S.

Federal Income Tax Considerations” and “Note 2—Significant 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 Income Tax Considerations” and

“Note 2—Significant 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, 2024 for more

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

If we fail to

qualify for tax treatment as a RIC for any year in which we are profitable and such profits exceed certain loss carryforwards that we

are entitled to utilize, we will be subject to U.S.

federal income tax at corporate rates, which could substantially reduce our net assets,

the amount of income available for distribution or reinvestment and the amount of our distributions.

Such a failure could have a material

adverse effect on us and our stockholders.

qualify for tax treatment as a RIC for any year in which we are profitable and such profits exceed certain loss carryforwards that

we are entitled to utilize, we will be subject to U.S.

federal income tax imposed at corporate rates, which could substantially

reduce our net assets, the amount of income available for distribution or reinvestment and the amount of our distributions.

failure could have a material adverse effect on us and our stockholders.

any year in which we intend to be treated as a RIC, we may be forced to dispose of investments at times when our management team would

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special tax treatment accorded to RICs.

qualify for the special treatment accorded to RICs, we must meet certain income source, asset diversification and annual distribution

qualify as a RIC, we must meet certain income source, asset diversification and annual distribution

requirements.

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unable to dispose of investments quickly enough to meet the asset diversification requirements at the end of a quarter or obtain cash

from other sources in order to meet the annual distribution requirement, we may fail to qualify for special tax treatment accorded to

RICs and, thus, be subject to U.S.

federal income tax at corporate rates.

from other sources in order to meet the annual distribution requirement, we may fail to qualify and, thus, be subject to U.S.

federal income tax.

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

rules dealing with U.S.

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

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

The rules dealing with U.S.

federal income taxation are constantly under

review by persons involved in the legislative process and by the Internal Revenue Service (“IRS”) and the U.S.

Treasury Department.

Changes in tax laws, regulations or administrative

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

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

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

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

portfolio companies, or the holders of our securities.

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

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

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

The likelihood of any such

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

Treasury regulations, administrative interpretations or

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

a RIC or the U.S.

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

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

Investors are urged to consult with their tax advisors with

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

their potential effect on an investment in our securities.

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

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

Additionally, the Trump Administration

has proposed significant changes to the Code and existing U.S federal income tax regulations and there are a number of proposals in Congress

that would similarly modify the Code.

The likelihood of any such legislation being enacted is uncertain, but new legislation and any U.S.

Treasury regulations, administrative interpretations or court decisions interpreting such legislation could have adverse consequences,

including affecting our ability to qualify as a RIC or otherwise impacting the U.S.

federal income tax consequences to us and our investors.

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

or administrative developments and proposals and their potential effect on an investment in our securities.

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

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federal income tax purposes as a RIC under Subchapter M of the Code.

If we meet certain requirements,

including source of income, asset diversification and distribution requirements, and if we continue to qualify as a BDC, we will continue

to qualify for tax treatment as a RIC under the Code and will not be subject to U.S.

income taxes on income we distribute to our stockholders

as dividends, allowing us to substantially reduce or eliminate our U.S.

If we meet certain

requirements, including source of income, asset diversification and distribution requirements, and if we continue to operate as a

BDC, we will continue to qualify for tax treatment as a RIC under the Code and will not be subject to U.S.

income taxes on income we

distribute to our stockholders as dividends, allowing us to substantially reduce or eliminate our U.S.

federal income tax liability.

As a BDC, we are generally required

to meet a coverage ratio of total assets to total senior securities, which includes all of our borrowings and any preferred stock we

may issue in the future, of at least 200% (or 150% if certain requirements are met) at the time we issue any debt or preferred stock.

As a BDC, we are generally required to meet a coverage ratio of total assets to total senior securities, which includes all of our

borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if certain requirements are met) at the

time we issue any debt or preferred stock.

This requirement limits the amount that we may borrow.

Because we will continue to need capital to grow our investment portfolio, this

limitation may prevent us from incurring debt or preferred stock and require us to raise additional equity at a time when it may be disadvantageous

We cannot assure you that debt and equity financing will be available to us on favorable terms, or at all, and debt financings

may be restricted by the terms of any of our outstanding borrowings.

In addition, as a BDC, we are generally not permitted to issue common

stock priced below net asset value without stockholder approval.

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

or cease new lending and investment activities, and our NAV could decline.

Because we will continue to need

capital to grow our investment portfolio, this limitation may prevent us from incurring debt or issuing preferred stock and require

us to raise additional equity at a time when it may be disadvantageous to do so.

We cannot assure you that debt and equity financing

will be available to us on favorable terms, or at all, and debt financings may be restricted by the terms of any of our outstanding

In addition, as a BDC, we are generally not permitted to issue common stock priced below NAV without

stockholder approval.

If additional funds are not available to us, we could be forced to curtail or cease new lending and investment

activities, and our NAV could decline.

may continue to choose to pay dividends in our common stock, in which case you may be required to pay tax in excess of the cash you receive.

have in the past, and may continue to, distribute taxable dividends that are payable in part in shares of our common stock.

In accordance with certain applicable U.S.

Treasury regulations and published guidance

issued by the IRS, a RIC may treat a distribution of its own common stock as fulfilling the

RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or common stock

of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must not exceed more than

50% of the aggregate declared distribution.

If too many stockholders elect to receive cash, the cash available for distribution must

be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock).

In no event will any

stockholder electing to receive cash receive less than the lesser of (a) the portion of the distribution such stockholder has elected

to receive in cash or (b) an amount equal to his or her entire distribution times the percentage limitation on cash available for distribution.

In accordance

with certain applicable U.S.

Treasury regulations and published guidance issued by the IRS, a RIC may treat a distribution of its own

common stock as fulfilling the RIC distribution requirements if each stockholder may elect to receive his or her entire distribution

in either cash or common stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders

must not exceed more than 20% of the aggregate declared distribution.

If too many stockholders elect to receive cash, the cash available

for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock).

In no event will any stockholder electing to receive cash receive less than the lesser of (a) the portion of the distribution such stockholder

has elected to receive in cash or (b) an amount equal to his or her entire distribution times the percentage limitation on cash available

for distribution.

If these and certain other requirements are met, for U.S.

federal income tax purposes, the amount of the dividend paid in common stock

will be equal to the amount of cash that could have been received instead of common stock.

Taxable stockholders receiving such dividends

will be required to include the full amount of the dividend as ordinary income (or as long-term capital gain to the extent such distribution

is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S.

federal income

tax purposes.

federal income tax purposes, the amount of the dividend paid

in common stock will be equal to the amount of cash that could have been received instead of common stock.

Taxable stockholders receiving

such dividends will be required to include the full amount of the dividend as ordinary income (or as long-term capital gain to the extent

such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits

federal income tax purposes.

As a result, a U.S.

stockholder may be required to pay tax with respect to such dividends in excess of any cash received.

stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount

included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale.

with respect to non-U.S.

stockholder may be required to pay tax with respect to such dividends in excess

of any cash received.

stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may

be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time

Furthermore, with respect to non-U.S.

stockholders, we may be required to withhold U.S.

tax with respect to such dividends, including in respect of

all or a portion of such dividend that is payable in common stock.

In addition, if a significant number of our stockholders determine

to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our

common stock.

tax with respect to such dividends,

including in respect of all or a portion of such dividend that is payable in common stock.

In addition, if a significant number of our

stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the

trading price of our common stock.

in laws or regulations governing our business or the businesses of our portfolio companies, changes in the interpretation thereof or

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and an excise tax on stock repurchases by certain corporations.

We are currently assessing the potential impact of these legislative

We will assess the potential impact of these legislative

Such uncertainty and any resulting confusion may itself be detrimental to the efficient functioning of the markets and the success

of certain investment strategies.

of certain of our investment strategies.

addition, as private equity firms become more influential participants in the U.S.

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there recently has been pressure for greater governmental scrutiny and/or regulation of the private equity industry.

It is uncertain

It is unclear

as to what form and in what jurisdictions such enhanced scrutiny and/or regulation, if any, on the private equity industry may ultimately

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SBCAA allows us to incur additional leverage, which could increase the risk of investing in us.

1940 Act had generally prohibited us from incurring indebtedness unless immediately after such borrowing we had an asset coverage for

total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our total assets).

However, the SBCAA

modified the 1940 Act to allow BDCs to decrease their asset coverage requirement from 200% to 150% (i.e.

the amount of debt may not exceed

66.7% of the value of our total assets), if certain requirements are met.

Under the SBCAA, we are allowed to reduce our asset coverage

requirement to 150%, and thereby increase our leverage capacity, if shareholders representing at least a majority of the votes cast,

when a quorum is present, approve a proposal to do so.

If we receive shareholder approval, we would be allowed to reduce our asset coverage

requirement to 150% on the first day after such approval.

Alternatively, the SBCAA allows the majority of our independent directors to

approve the reduction in our asset coverage requirement to 150%, and such approval would become effective after one year.

In either case,

we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval

to reduce our asset coverage requirement to 150%, our leverage capacity and usage, and risks related to leverage.

SBCAA modified the 1940 Act to allow BDCs to decrease their asset coverage requirement from 200% to 150% (i.e.

the amount of debt may

not exceed 66.7% of the value of our total assets) if certain requirements are met.

Under the SBCAA, we are allowed to reduce our asset

coverage requirement to 150%, and thereby increase our leverage capacity, if shareholders representing at least a majority of the votes

cast, when a quorum is present, approve a proposal to do so.

If we receive shareholder approval, we would be allowed to reduce our asset

coverage requirement to 150% on the first day after such approval.

Alternatively, the SBCAA allows the majority of our independent directors

to approve the reduction in our asset coverage requirement to 150%, and such approval would become effective after one year.

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

approval to reduce our asset coverage requirement to 150%, our leverage capacity and usage, and risks related to leverage.

a result of the SBCAA, if we obtain the necessary approval, we may be able to increase our leverage up to an amount that reduces our

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As we use leverage to partially finance our investments, you will experience increased risks of investing in our securities.

If the value of our assets increases, then leveraging would cause the NAV attributable to our common stock to increase more

sharply than it would have had we not leveraged.

Conversely, if the value of our assets decreases, leveraging would cause NAV

to decline more sharply than it otherwise would have had we not leveraged our business.

Similarly, any increase in our income in excess

of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage,

while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed.

a decline could negatively affect our ability to pay common stock dividends, scheduled debt payments or other payments related to our

Leverage is generally considered a speculative investment technique.

If the value of our assets increases, then leveraging would cause the NAV attributable to our common stock to increase more sharply than

it would have had we not leveraged.

Conversely, if the value of our assets decreases, leveraging would cause NAV to decline more sharply

than it otherwise would have had we not leveraged our business.

Similarly, any increase in our income in excess of interest payable on

the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our

income would cause net investment income to decline more sharply than it would have had we not borrowed.

Such a decline could negatively

affect our ability to pay common stock dividends, scheduled debt payments or other payments related to our securities.

Leverage is generally

considered a speculative investment technique.

investors are limited in their ability to make significant investments in us.

funds that are excluded from the definition of “investment company” either pursuant to Section 3(c)(1) or 3(c)(7) of the

1940 Act are restricted from acquiring directly or through a controlled entity more than 3% of our total outstanding voting stock (measured

at the time of the acquisition).

funds that are excluded from the definition of “investment company” pursuant to Section 3(c)(1) or 3(c)(7) of the 1940 Act

are restricted from acquiring directly or through a controlled entity more than 3% of our total outstanding voting stock (measured at

the time of the acquisition).

Investment companies registered under the 1940 Act and BDCs, such as us, are also subject to this restriction,

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loss and the risks of investing in us in the same way as our borrowings.

stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any preferred

stock we issue must be cumulative.

Payment of such dividends and repayment of the liquidation preference of such preferred stock must

take preference over any dividends or other payments to our common stockholders, and preferred stockholders are not subject to any of

our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference.

stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any

preferred stock we issue must be cumulative.

Payment of such dividends and repayment of the liquidation preference of such preferred

stock must take preference over any dividends or other payments to our common stockholders, and preferred stockholders are not

subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated

Accordingly, any issuance of preferred stock that we effect would subject our stockholders, including our common

stockholders, to these risks.

Board of Directors is authorized to reclassify any unissued shares of stock into one or more classes of preferred stock, which could

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Our Board of Directors will generally have broad discretion over the size and timing of any such reclassification, subject to

a finding that the reclassification and issuance of such preferred stock is in the best interests of SuRo Capital and our existing common

a finding that the reclassification and issuance of such preferred stock is in the best interests of the Company and our existing common

stockholders.

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of the rights of a class of our securities, if these actions were perceived by the holders of preferred shares as not in their best interests.

The issuance of preferred shares convertible into shares of common stock might also reduce the net income and net asset value per share

The issuance of preferred shares convertible into shares of common stock might also reduce the net income and NAV per share

of our common stock upon conversion.

These effects, among others, could have an adverse effect on your investment in our common stock.

These effects, among others, could have an adverse effect on an investment in our common stock.

Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval,

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have also adopted measures that may make it difficult for a third party to obtain control of us, including provisions of our charter

classifying our Board of Directors in three classes serving staggered three-year terms, and authorizing our Board of Directors, without

stockholder action, to classify or reclassify shares of our stock in one or more classes or series, including preferred stock, to cause

the issuance of additional shares of our stock, to amend our charter without stockholder approval to increase or decrease the aggregate

number of shares of stock or the number of shares of stock of any class or series that we have authority to issue.

These provisions,

as well as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise

be in the best interests of our stockholders.

classifying our Board of Directors in three classes serving staggered three-year terms, and authorizing our Board of Directors,

without stockholder action, to classify or reclassify shares of our stock in one or more classes or series, including preferred

stock, to cause the issuance of additional shares of our stock, and to amend our charter without stockholder approval to increase or

decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to

These provisions, as well as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a

change in control that might otherwise be in the best interests of our stockholders.

are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively

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There could be:

electrical or telecommunications outages;

disasters such as earthquakes, tornadoes and hurricanes;

arising from local or larger scale political or social matters, including terrorist acts;

sudden electrical or telecommunications outages;

natural disasters such as earthquakes, tornadoes and hurricanes;

disease pandemics;

events arising from local or larger scale political or social

matters, including terrorist acts;

cyber-attacks.

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and our ability to pay dividends to our stockholders.

We will likely experience fluctuations

in our results and we may be unable to replicate past investment opportunities or make the types of investments we have made to date in

future periods.

We will likely experience fluctuations in our operating results due to a number of factors, including the rate at

which we make new investments, the level of our expenses, changes in the valuation of our portfolio investments, variations in and the

timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and

general economic conditions.

For example, since inception through December 31, 2023, we have experienced substantial cumulative negative

cash flows from operations.

These fluctuations may in certain cases be exaggerated as a result of our focus on realizing capital gains

rather than current income from our investments.

In addition, there can be no assurance that we will be able to locate or acquire investments

that are of a similar nature to those currently in our portfolio.

As a result of these factors, results for any period should not be relied

upon as being indicative of performance in future periods.

Related to the 6.00% Notes due 2026

6.00% Notes due 2026 are unsecured and therefore effectively subordinated to any future secured indebtedness we could incur;

we have agreed under the indenture to not incur any secured or unsecured indebtedness that would be senior to the 6.00% Notes due 2026

while the 6.00% Notes due 2026 are outstanding, subject to certain exceptions.

The 6.00% Notes due 2026 rank pari passu with, or equal

to, all outstanding and future unsecured, unsubordinated indebtedness issued by us and our general liabilities.

6.00% Notes due 2026 are not secured by any of our assets or any of the assets of any of our subsidiaries.

As a result, the 6.00% Notes

due 2026 are effectively subordinated to any future secured indebtedness we or our subsidiaries may incur in the future (or any indebtedness

that is initially unsecured as to which we subsequently grant a security interest) to the extent of the value of the assets securing

such indebtedness.

However, we have agreed under the governing indenture to not incur any secured or unsecured indebtedness that would

be senior to the 6.00% Notes due 2026 while the 6.00% Notes due 2026 are outstanding, subject to certain exceptions.

In any liquidation,

dissolution, bankruptcy or other similar proceeding, the holders of any of our future secured indebtedness or secured indebtedness of

our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness

before the assets may be used to pay other creditors.

6.00% Notes due 2026 rank pari passu , which means equal in right of payment, with all outstanding and future unsecured, unsubordinated

indebtedness issued by us.

The 6.00% Notes due 2026 also rank pari passu with, or equal to, our general liabilities (total liabilities,

In total, these general liabilities were approximately $0.5 million as of December 31, 2023.

will likely experience fluctuations in our results and we may be unable to replicate past investment opportunities or make the types

of investments we have made to date in future periods.

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

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

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

For example, since inception through December 31, 2024, we have experienced substantial cumulative negative cash flows from operations.

These fluctuations may in certain cases be exaggerated as a result of our focus on realizing capital gains rather than current income

from our investments.

In addition, there can be no assurance that we will be able to locate or acquire investments that are of a similar

nature to those currently in our portfolio.

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

of performance in future periods.

Related to our Borrowings

Our borrowings, including the 6.00% Notes due 2026 and the 6.50% Convertible Notes due 2029 are unsecured and therefore

effectively subordinated to any future secured indebtedness we could incur.

The 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029 are not secured

by any of our assets or any of the assets of any of our subsidiaries.

As a result, these borrowings are effectively subordinated to any

future secured indebtedness we or our subsidiaries may incur in the future (or any indebtedness that is initially unsecured as to which

we subsequently grant a security interest) to the extent of the value of the assets securing such indebtedness.

In any liquidation, dissolution,

bankruptcy or other similar proceeding, the holders of such indebtedness may assert rights equal to the holders of the 6.00% Notes due

2026, which may limit recovery by the holders of the 6.00% Notes due 2026.

bankruptcy or other similar proceeding, the holders of any of our future secured indebtedness or secured indebtedness of our subsidiaries

may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before

the assets may be used to pay other creditors.

6.00% Notes due 2026 and 6.50% Convertible Notes due 2029 rank pari passu , which means equal in right of payment, with all

outstanding and future unsecured, unsubordinated indebtedness issued by us.

The 6.00% Notes due 2026 also rank pari passu

with, or equal to, our general liabilities (total liabilities, less debt).

In total, these general liabilities were approximately

$0.8 million as of December 31, 2024.

In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of such

indebtedness may assert rights equal to the holders of the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029, which may limit recovery by the holders of these debt securities.

6.00% Notes due 2026 are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.

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our or our subsidiaries’ ability to:

securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that

would be equal in right of payment to the 6.00% Notes due 2026, (2) any indebtedness or other obligations that would be secured and

therefore rank effectively senior in right of payment to the 6.00% Notes due 2026 to the extent of the values of the assets securing

such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior

to the 6.00% Notes due 2026 and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be

senior to our equity interests in those entities and therefore rank structurally senior to the 6.00% Notes due 2026 with respect

to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation

of Section 18(a)(1)(A) as modified by such provisions of Section 61(a) of the 1940 Act as may be applicable to us from time to time

or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in each

case, to any exemptive relief granted to us by the SEC.

Currently, these provisions generally prohibit us from making additional

borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage,

as defined in the 1940 Act, equals 200% (or 150% if certain requirements are met) after such borrowings.

Notwithstanding the foregoing,

for the period of time during which the 6.00% Notes due 2026 are outstanding, we will not seek the requisite approval under the 1940

Act of our Board Of Directors or our shareholders to reduce our asset coverage below 200%.

In addition, we have agreed under the

indenture that, for the period of time during which the 6.00% Notes due 2026 are outstanding, we will not incur any indebtedness,

unless at the time of the incurrence of such indebtedness we have an asset coverage (as defined in the 1940 Act) of at least 300%

after giving effect to the incurrence of such indebtedness and the application of the net proceeds therefrom;

dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right

of payment to the 6.00% Notes due 2026, including subordinated indebtedness, except that we have agreed under the indenture that,

for the period of time during which the 6.00% Notes due 2026 are outstanding, we will not violate Section 18(a)(1)(B) as modified

by (i) Section 61(a) of the 1940 Act or any successor provisions thereto, whether or not we are subject to such provisions of the

1940 Act and after giving effect to any exemptive relief granted to us by the SEC and (ii) the following two exceptions:

be permitted to declare a cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified

by Section 61(a) of the 1940 Act or any successor provisions, but only up to such amount as is necessary for us to maintain our status

as a RIC under Subchapter M of the Code;

and (B) this restriction will not be triggered unless and until such time as our asset coverage

has not been in compliance with the minimum asset coverage required by Section 18(a)(1)(B) as modified by Section 61(a) of the 1940

Act or any successor provisions (after giving effect to any exemptive relief granted to us by the SEC) for more than six consecutive

Currently, these provisions would generally prohibit us from declaring any cash dividend or distribution upon any class of

our capital stock, or purchasing any such capital stock if our asset coverage, as defined in the 1940 Act, were below 200% (or 150%

if certain requirements are met) at the time of the declaration of the dividend or distribution or the purchase and after deducting

the amount of such dividend, distribution or purchase.

Notwithstanding the foregoing, for the period of time during which the 6.00%

Notes due 2026 are outstanding, we will not seek the requisite approval under the 1940 Act of our board of directors or our shareholders

to reduce our asset coverage below 200%.

In addition, we have agreed under the indenture that, for the period of time during which

the 6.00% Notes due 2026 are outstanding, we will not purchase any shares of our outstanding capital stock, unless at the time of

any such purchase we have an asset coverage (as defined in the 1940 Act) of at least 300% after deducting the amount of such purchase

assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);

into transactions with affiliates;

liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions, except that we have agreed

under the indenture to not incur any secured or unsecured indebtedness that would be senior to the 6.00% Notes due 2026 while the

6.00% Notes due 2026 are outstanding, subject to certain exceptions;

restrictions on the payment of dividends or other amounts to us from our subsidiaries.

issue securities or otherwise incur additional indebtedness

or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the 6.00% Notes

due 2026, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to

the 6.00% Notes due 2026 to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by

one or more of our subsidiaries and which therefore is structurally senior to the 6.00% Notes due 2026 and (4) securities, indebtedness

or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in those entities and therefore rank

structurally senior to the 6.00% Notes due 2026 with respect to the assets of our subsidiaries, in each case other than an incurrence

of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) as modified by such provisions of Section 61(a)

of the 1940 Act as may be applicable to us from time to time or any successor provisions, whether or not we continue to be subject to

such provisions of the 1940 Act, but giving effect, in each case, to any exemptive relief granted to us by the SEC.

Currently, these

provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of

additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals 200% (or 150% if certain requirements are met)

after such borrowings.

Notwithstanding the foregoing, for the period of time during which the 6.00% Notes due 2026 are outstanding, we

will not seek the requisite approval under the 1940 Act of our Board of Directors or our shareholders to reduce our asset coverage below

In addition, we have agreed under the indenture that, for the period of time during which the 6.00% Notes due 2026 are outstanding,

we will not incur any indebtedness, unless at the time of the incurrence of such indebtedness we have an asset coverage (as defined in

the 1940 Act) of at least 300% after giving effect to the incurrence of such indebtedness and the application of the net proceeds therefrom;

pay dividends on, or purchase or redeem or make any payments

in respect of, capital stock or other securities ranking junior in right of payment to the 6.00% Notes due 2026, including subordinated

indebtedness, except that we have agreed under the indenture that, for the period of time during which the 6.00% Notes due 2026 are outstanding,

we will not violate Section 18(a)(1)(B) as modified by (i) Section 61(a) of the 1940 Act or any successor provisions thereto, whether

or not we are subject to such provisions of the 1940 Act and after giving effect to any exemptive relief granted to us by the SEC and

(ii) the following two exceptions:

(A) we will be permitted to declare a cash dividend or distribution notwithstanding the prohibition

contained in Section 18(a)(1)(B) as modified by Section 61(a) of the 1940 Act or any successor provisions, but only up to such amount

as is necessary for us to maintain our status as a RIC under Subchapter M of the Code;

and (B) this restriction will not be triggered

unless and until such time as our asset coverage has not been in compliance with the minimum asset coverage required by Section 18(a)(1)(B)

as modified by Section 61(a) of the 1940 Act or any successor provisions (after giving effect to any exemptive relief granted to us by

the SEC) for more than six consecutive months.

Currently, these provisions would generally prohibit us from declaring any cash dividend

or distribution upon any class of our capital stock, or purchasing any such capital stock if our asset coverage, as defined in the 1940

Act, were below 200% (or 150% if certain requirements are met) at the time of the declaration of the dividend or distribution or the

purchase and after deducting the amount of such dividend, distribution or purchase.

Notwithstanding the foregoing, for the period of

time during which the 6.00% Notes due 2026 are outstanding, we will not seek the requisite approval under the 1940 Act of our Board of

Directors or our shareholders to reduce our asset coverage below 200%.

In addition, we have agreed under the indenture that, for the

period of time during which the 6.00% Notes due 2026 are outstanding, we will not purchase any shares of our outstanding capital stock,

unless at the time of any such purchase we have an asset coverage (as defined in the 1940 Act) of at least 300% after deducting the amount

of such purchase price;

sell assets (other than certain limited restrictions on our

ability to consolidate, merge or sell all or substantially all of our assets);

enter into transactions with affiliates;

create liens (including liens on the shares of our subsidiaries)

or enter into sale and leaseback transactions, except that we have agreed under the indenture to not incur any secured or unsecured indebtedness

that would be senior to the 6.00% Notes due 2026 while the 6.00% Notes due 2026 are outstanding, subject to certain exceptions;

make investments;

create restrictions on the payment of dividends or other amounts

to us from our subsidiaries.

addition, the indenture governing the 6.00% Notes due 2026 does not require us to make an offer to purchase the 6.00% Notes due 2026

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for an indefinite period of time.

we default on our obligations to pay our other indebtedness, we may not be able to make payments on the 6.00% Notes due 2026.

default under any agreements governing any of our future indebtedness that is not waived by the required lenders or holders of such indebtedness,

and the remedies sought by lenders or the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest

on the 6.00% Notes due 2026 and substantially decrease the market value of the 6.00% Notes due 2026.

If we are unable to generate sufficient

cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on

our indebtedness, if any, or if we otherwise fail to comply with any covenants, including financial and operating covenants, as applicable,

in the instruments governing our indebtedness, if any, we could be in default under the terms of the agreements governing such indebtedness

and the 6.00% Notes due 2026.

In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed

thereunder to be due and payable, together with accrued and unpaid interest, the lenders under any credit facility or other debt we may

enter into or incur in the future could elect to terminate their commitment, cease making further loans and institute foreclosure proceedings

against our assets, and we could be forced into bankruptcy or liquidation.

we default on our obligations to pay other indebtedness, we may not be able to make payments on the 6.00% Notes due 2026

or 6.50% Convertible Notes due 2029.

Any default under any agreements governing any of our existing or future

indebtedness that is not waived by the required lenders or holders of such indebtedness, and the remedies sought by lenders or the holders

of such indebtedness could make us unable to pay principal, premium, if any, and interest on the 6.00% Notes due 2026 or 6.50% Convertible

Notes due 2029 and substantially decrease the market value thereof.

If we are unable to generate sufficient cash flow and are otherwise

unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, if any, or

if we otherwise fail to comply with any covenants, including financial and operating covenants, as applicable, in the instruments governing

our indebtedness, if any, we could be in default under the terms of the agreements governing such indebtedness, including the 6.00% Notes

due 2026 and/or 6.50% Convertible Notes due 2029.

In the event of such default, the holders of such indebtedness could elect to declare

all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under any credit facility

or other debt we may enter into or incur in the future could elect to terminate their commitment, cease making further loans and institute

foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.

ability to generate sufficient cash flow in the future is, to some extent, subject to general economic, financial, competitive, legislative

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cash flow from operations, or that future borrowings will be available to us, in an amount sufficient to enable us to meet our payment

obligations under the 6.00% Notes due 2026, our other debt, and to fund other liquidity needs.

our operating performance declines and we are not able to generate sufficient cash flow to service our debt obligations, we may in the

future need to refinance or restructure our debt, including any 6.00% Notes due 2026 sold, sell assets, reduce or delay capital investments,

seek to raise additional capital or seek to obtain waivers from the lenders under any credit facility or other debt we may enter into

or incur in the future to avoid being in default.

If we are unable to implement one or more of these alternatives, we may not be able

to meet our payment obligations under the 6.00% Notes due 2026 and any other debt.

If we are unable to repay debt, lenders having secured

obligations could proceed against the collateral securing the debt.

Because any future credit facilities will likely have customary cross-default

provisions, if we have a default under the terms of the 6.00% Notes due 2026, the obligations under any future credit facility may be

accelerated and we may be unable to repay or finance the amounts due.

obligations under the 6.00% Notes due 2026 and/or 6.50% Convertible Notes due 2029, our other debt, and to fund other liquidity needs.

our operating performance declines and we are not able to generate sufficient cash flow to service our debt obligations, we may in

the future need to refinance or restructure our debt, including any 6.00% Notes due 2026 and/or 6.50% Convertible Notes due 2029

sold, sell assets, reduce or delay capital investments, seek to raise additional capital or seek to obtain waivers from the lenders

under any credit facility or other debt we may enter into or incur in the future to avoid being in default.

If we are unable to

implement one or more of these alternatives, we may not be able to meet our payment obligations under the 6.00% Notes due 2026, the 6.50% Convertible Notes due 2029 and

any other debt.

If we are unable to repay debt, lenders having secured obligations could proceed against the collateral securing the

Because any future credit facilities will likely have customary cross-default provisions, if we have a default under the terms

of the 6.00% Notes due 2026 or the 6.50% Convertible Notes due 2029, the obligations under any future credit facility may be accelerated and we may be unable to repay or

finance the amounts due.

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

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Our investments in portfolio companies may be highly speculative, and therefore,

an investment in our shares may not be suitable for someone with lower risk tolerance.

an investment in our securities may not be suitable for someone with lower risk tolerance.

common stock price may be volatile and may decrease substantially.

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These factors include, but are not limited to, the following:

and volume fluctuations in the overall stock market from time to time;

demand for our shares;

volatility in the market price and trading volume of securities of RICs, BDCs or other financial services companies;

in regulatory policies or tax guidelines with respect to RICs or BDCs;

to qualify as a RIC for a particular taxable year, or the loss of RIC status;

or anticipated changes in our earnings or fluctuations in our operating results or changes in the expectations of securities analysts;

economic conditions and trends;

in the valuation of our portfolio investments;

performance of companies comparable to us;

sentiment against technology-related companies;

of any of the senior members of our management team.

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

has often been brought against that company.

Due to the potential volatility of our stock price, we may therefore be the target of

securities litigation in the future.

Securities litigation could result in substantial costs and divert management’s attention

and resources from our business.

For more information, see — “Our business and operations could be negatively affected

if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expenses,

hinder the execution of our investment strategy, and impact our stock price.”

of our common stock have recently traded, and may in the future trade, at discounts from NAV or at premiums that may prove

to be unsustainable.

price and volume fluctuations in the overall stock market from

time to time;

investor demand for our shares;

significant volatility in the market price and trading volume

of securities of RICs, BDCs or other financial services companies;

changes in regulatory policies or tax guidelines with respect

to RICs or BDCs;

failure to qualify as a RIC for a particular taxable year,

or the loss of RIC status;

actual or anticipated changes in our earnings or fluctuations

in our operating results or changes in the expectations of securities analysts;

general economic conditions and trends;

fluctuations in the valuation of our portfolio investments;

operating performance of companies comparable to us;

market sentiment against technology-related companies;

departures of any of the senior members of our management team.

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

often been brought against that company.

Due to the potential volatility of our stock price, we may therefore be the target of securities

litigation in the future.

Securities litigation could result in substantial costs and divert management’s attention and resources

from our business.

of our common stock have recently traded, and may in the future trade, at discounts from NAV or at premiums that may prove to be unsustainable.

of BDCs like us may, during some periods, trade at prices higher than their NAV per share and, during other periods, as frequently

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The perceived value of our investment

portfolio may be affected by a number of factors including perceived prospects for individual companies we invest in, market conditions

for common stock generally, for IPOs and other exit events for venture-capital-backed companies, and the mix of companies in our investment

portfolio over time.

Negative or unforeseen developments affecting the perceived value of companies in our investment portfolio could

result in a decline in the trading price of our common stock relative to our NAV per share.

possibility that our shares will trade at a discount from NAV or at premiums that are unsustainable are risks separate and distinct

from the risk that our NAV per share will decrease.

The risk of purchasing shares of a BDC that might trade at a discount or

unsustainable premium is more pronounced for investors who wish to sell their shares in a relatively short period of time because,

for those investors, realization of a gain or loss on their investments is likely to be more dependent upon changes in premium or

discount levels than upon increases or decreases in NAV per share.

As of March 13, 2024, the closing price of our common stock on

the Nasdaq Global Select Market was $4.36 per share, which represented an approximately 45.4% discount to our NAV of $7.99 per

share as of December 31, 2023.

portfolio may be affected by a number of factors, including perceived prospects for individual companies we invest in, market

conditions for common stock generally, for IPOs and other exit events for venture capital-backed companies, and the mix of companies

in our investment portfolio over time.

Negative or unforeseen developments affecting the perceived value of companies in our

investment portfolio could result in a decline in the trading price of our common stock relative to our NAV per share.

possibility that our shares will trade at a discount from NAV or at premiums that are unsustainable are risks separate and distinct from

the risk that our NAV per share will decrease.

The risk of purchasing shares of a BDC that might trade at a discount or unsustainable

premium is more pronounced for investors who wish to sell their shares in a relatively short period of time because, for those investors,

realization of a gain or loss on their investments is likely to be more dependent upon changes in premium or discount levels than upon

increases or decreases in NAV per share.

As of March 11, 2025, the closing price of our common stock on the Nasdaq Global Select Market

was $5.27 per share, which represented an approximately 21.1% discount to our NAV of $6.68 per share as of December 31, 2024.

may not be able to pay distributions to our stockholders and our distributions may not grow over time, particularly since we invest primarily

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about presidential administration initiatives could negatively impact our business, financial condition and results of operations.

current administration has called for significant changes to U.S.

Trump Administration has called for significant changes to U.S.

trade, healthcare, immigration, foreign and government regulatory policy.

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environment, inflation and other areas.

particular area identified as subject to potential change, amendment or repeal includes the Dodd-Frank Act, including the Volcker

Rule and various swaps and derivatives regulations, credit risk retention requirements and the authorities of the Federal Reserve,

the Financial Stability Oversight Council and the SEC.

Given the uncertainty associated with the manner in which and whether the

provisions of the Dodd-Frank Act will be implemented, repealed, amended, or replaced, the full impact such requirements will have on

our business, results of operations or financial condition is unclear.

The changes resulting from the Dodd-Frank Act or any changes

to the regulations already implemented thereunder may require us to invest significant management attention and resources to

evaluate and make necessary changes in order to comply with new statutory and regulatory requirements.

Failure to comply with any

such laws, regulations or principles, or changes thereto, may negatively impact our business, results of operations or financial

While we cannot predict what effect any changes in the laws or regulations or their interpretations would have on us as a

result of recent financial reform legislation, these changes could be materially adverse to us and our stockholders.

particular area identified as subject to potential change, amendment or repeal includes the Dodd-Frank Act, including the Volcker Rule

and various swaps and derivatives regulations, credit risk retention requirements and the authorities of the Federal Reserve, the Financial

Stability Oversight Council and the SEC.

Given the uncertainty associated with the manner in which and whether the provisions of the

Dodd-Frank Act will be implemented, repealed, amended, or replaced, the full impact such requirements will have on our business, results

of operations or financial condition is unclear.

The changes resulting from the Dodd-Frank Act or any changes to the regulations already

implemented thereunder may require us to invest significant management attention and resources to evaluate and make necessary changes

in order to comply with new statutory and regulatory requirements.

Failure to comply with any such laws, regulations or principles, or

changes thereto, may negatively impact our business, results of operations or financial condition.

While we cannot predict what effect

any changes in the laws or regulations or their interpretations would have on us as a result of recent financial reform legislation,

these changes could be materially adverse to us and our stockholders.

attacks, acts of war or natural disasters may affect any market for our securities, impact the businesses in which we invest and harm

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of extreme weather conditions or other natural disasters cannot be predicted and may be exacerbated by global climate change.

failure in cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management

continuity planning, could impair our ability to conduct business effectively.

failure in cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity

planning, could impair our ability to conduct business effectively.

Cybersecurity

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or reputational damage.

the increased use of mobile and cloud technologies due to the proliferation of remote work resulting from and following the COVID-19

pandemic could heighten these and other operational risks as certain aspects of the security of such technologies may be complex and

the increased use of mobile and cloud technologies due to the proliferation of remote work could heighten these and other operational risks as certain aspects of the security of such technologies may be complex and

unpredictable.

Reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately

safeguard their systems and prevent cyber-attacks could disrupt our operations, the operations of a portfolio company or the

operations of our or their service providers and result in misappropriation, corruption or loss of personal, confidential or

proprietary information or the inability to conduct ordinary business operations.

In addition, there is a risk that encryption and

other protective measures may be circumvented, particularly to the extent that new computing technologies increase the speed and

computing power available.

An extended period of remote working, whether by us, our portfolio companies, or our third-party

providers, could strain technology resources and introduce operational risks, including heightened cybersecurity risk.

working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.

Accordingly, the risks described above are heightened under current conditions.

Reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard

their systems and prevent cyber-attacks could disrupt our operations, the operations of a portfolio company or the operations of our

or their service providers and result in misappropriation, corruption or loss of personal, confidential or proprietary information or

the inability to conduct ordinary business operations.

In addition, there is a risk that encryption and other protective measures may

be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available.

period of remote working, whether by us, our portfolio companies, or our third-party providers, could strain technology resources and

introduce operational risks, including heightened cybersecurity risk.

Remote working environments may be less secure and more susceptible

to hacking attacks, including phishing and social engineering attempts.

Accordingly, the risks described above are heightened under current

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

What changed 10-K

Item 1A. Risk Factors