What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-12 compared with 2024-03-14 · 431 added, 387 removed, 278 unchanged (75% of the section changed)

16 unchanged sentences

impact of investments that we expect to make;

related to investments in growth-stage companies, other venture capital-backed companies, and generally U.S.

related to investments in growth-stage companies, other venture capital-backed companies,

and generally U.S.

contractual arrangements and relationships with third parties;

ability to make distributions;

dependence of our future success on the general economy and its impact on the industries in which we invest;

dependence of our future success on the general economy and its impact on the industries

in which we invest;

related to the uncertainty of the value of our portfolio investments;

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expected financings and investments;

impact of changes in laws or regulations (including the interpretation thereof), including tax laws, on our operations and/or the

operation of our portfolio companies;

impact of changes in laws or regulations (including the interpretation thereof), including

tax laws, on our operations and/or the operation of our portfolio companies;

adequacy of our cash resources and working capital;

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statements, including, without limitation:

economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some

or all of our investments in such portfolio companies;

economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated,

causing us to suffer losses in our portfolio;

contraction of available credit and/or an inability to access the equity markets could impair our investment activities;

in inflation or an inflationary economic environment could adversely affect our portfolio companies’ operating results, causing

us to suffer losses in our portfolio;

rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;

risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” in our quarterly reports on

Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC.

economic downturn could impair our portfolio companies’ ability to continue to operate,

which could lead to the loss of some or all of our investments in such portfolio companies;

economic downturn could disproportionately impact the market sectors in which a significant

portion of our portfolio is concentrated, causing us to suffer losses in our portfolio;

contraction of available credit and/or an inability to access the equity markets could impair

our investment activities;

in inflation or an inflationary economic environment could adversely affect our portfolio

companies’ operating results, causing us to suffer losses in our portfolio;

rate volatility could adversely affect our results, particularly because we use leverage

as part of our investment strategy;

risks, uncertainties and other factors we identify in the sections entitled “Risk Factors”

in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings

with the SEC.

we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove

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financial statements and the related notes thereto contained elsewhere in this annual report on Form 10-K.

are an internally managed, non-diversified closed-end management investment company that has elected to be regulated as a BDC under the

1940 Act, and has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code.

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

equity-related investments, and to a lesser extent, income from debt investments.

We invest principally in the equity securities of

what we believe to be rapidly growing venture capital-backed emerging companies.

We acquire our investments through direct

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

stockholders.

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

agreements, and PIPE transactions of SPACs.

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

companies that otherwise meet our investment criteria, subject to applicable requirements of the 1940 Act.

To the extent we make

investments in private equity funds and hedge funds that are excluded from the definition of “investment company” under

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

We are an internally managed, non-diversified closed-end management investment

company that has elected to be regulated as a BDC under the 1940 Act, and has elected to be treated, and intends to qualify annually,

as a RIC under Subchapter M of the Code.

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

investments, and to a lesser extent, income from debt investments.

We invest principally in the equity securities of what we believe

to be rapidly growing venture capital-backed emerging companies.

We acquire our investments through direct investments in prospective

portfolio companies, secondary marketplaces for private companies, negotiations with selling stockholders, and through investments in SPVs and investment funds that invest directly in the equity or debt of a single private issuer.

In addition, we may invest in private credit and in the founders equity, founders warrants, venture capital investment funds, and PIPE transactions of SPACs.

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

companies that otherwise meet our

investment criteria, subject to applicable requirements of the 1940 Act.

To the extent we make investments in private equity funds and

hedge funds that are excluded from the definition of “investment company” under the 1940 Act by Section 3(c)(1) or 3(c)(7)

of the 1940 Act, we will limit such investments to no more than 15% of our net assets.

regard to the regulatory requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible

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however, to dispose of any non-qualifying assets in such circumstances.

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

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

technology, mobility, and enterprise software.

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

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

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

Venture capital funds

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

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

companies across several key industry themes which may include, among others, Software-as-a-Service, Artificial Intelligence Infrastructure & Applications,

Consumer Goods & Services, Education Technology, Logistics & Supply Chain, Financial Technology & Services, and SuRo

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

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

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

Venture capital funds or other institutional

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

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

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upon completion of our IPO in May 2011 and began our investment operations during the second quarter of 2011.

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

and effective March 12, 2019, our Board of Directors approved our Internalization, and we began operating as an internally managed

non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act.

Directors approved the Internalization in order to better align the interests of our stockholders with its management.

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

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

As a result of the

Internalization, we no longer pay any fees or expenses under an investment advisory agreement or administration agreement, and

instead pay the operating costs associated with employing investment management professionals including, without limitation,

compensation expenses related to salaries, discretionary bonuses and restricted stock grants.

as otherwise disclosed herein, this Form 10-K discusses our business and operations as an internally managed BDC during the period

covered by this Form 10-K.

and effective March 12, 2019, our Board of Directors approved our Internalization, and we began operating

as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the

Our Board of Directors approved the Internalization in order to better align the interests of our stockholders with its management.

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

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

As a result of the Internalization,

we no longer pay any fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating

costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries,

discretionary bonuses and restricted stock grants.

and Investment Activity

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in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.

The fair value as of December 31, 2024 of all of our portfolio investments was $209,380,742.

the year ended December 31, 2024, we funded investments in an aggregate amount of $74,500,754 (not including capitalized transaction

costs) as shown in the following table:

Supplying Demand,

(d/b/a Liquid Death)

Preferred shares,

Common shares

CW Opportunity 2 LP (1)

Membership Interest, Class

ARK Type One Deep Ventures

Membership Interest, Class

CoreWeave, Inc.

Common shares

CoreWeave, Inc.

Preferred Shares, Series

IH10, LLC (3)

(1) CW Opportunity 2 LP is an SPV that 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.

(2) ARK 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.

(3) IH10, LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data, Ltd.

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.

the year ended December 31, 2024, we capitalized fees of $564,146, which include prepaid fund expenses and management fees.

the year ended December 31, 2024, we exited or received proceeds from investments (not including short-term U.S.

Treasury bills) in the

amount of $26,107,936, net of transaction costs, and realized a net loss on investments of $5,020,314 (including adjustments to amounts

held in escrow receivable) as shown in following table:

Net Share Price (1)

Gain/(Loss) (2)

Nextdoor Holdings,

PSQ Holdings, Inc.

PublicSquare) - Warrants (4)

Architect Capital PayJoy SPV,

True Global Ventures 4 Plus

PSQ Holdings, Inc.

PublicSquare) - Public Common Shares (7)

Churchill Sponsor VII LLC

YouBet Technology, Inc.

OneValley, Inc.

(f/k/a NestGSV,

(f/k/a GSV Sustainability

Partners, Inc.) (9)

$ (4,898,712 )

average net share price is the net share price realized after deducting all commissions and

fees on the sale(s), if applicable.

gain/(loss) does not include adjustments to amounts held in escrow receivable.

of February 23, 2024, we had sold our remaining Nextdoor Holdings, Inc.

public common shares.

of December 31, 2024, we held 1,796,037 remaining PSQ Holdings, Inc.

(d/b/a PublicSquare)

public warrants.

June 28, 2024, we redeemed the entirety of our Membership Interest in Architect Capital PayJoy

June 28, 2024 and December 23, 2024, we received return of capital distributions from our

investment in True Global Ventures 4 Plus Pte Ltd.

of December 3, 2024, we had sold our remaining PSQ Holdings, Inc.

(d/b/a PublicSquare)

public common shares.

August 29, 2024, we sold our remaining position in OneValley, Inc.

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

September 20, 2024, SPBRX, INC.

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

and made a final distribution.

of December 31, 2024, we held 1,020,875 remaining Forge Global, Inc.

public common

the year ended December 31, 2024, we wrote-off our investments in Churchill Sponsor VII LLC and YouBet Technology, Inc.

(d/b/a FanPower)

following their dissolution.

Ended December 31, 2023

value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes

in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.

The fair value, as of December 31, 2023, of all of our portfolio investments, excluding short-term U.S.

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Treasury bills) as shown in the following table:

Portfolio Company

Transaction Date

Gross Payments

Orchard Technologies, Inc.

Preferred shares, Series 1

True Global Ventures 4 Plus Pte Ltd (2)

Orchard Technologies,

Preferred shares,

True Global Ventures 4 Plus

Limited Partner Fund Investment

Simple Agreement for Future Equity (SAFE)

Simple Agreement for Future

Equity (SAFE)

ServiceTitan, Inc.

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Shogun Enterprises, Inc.

(d/b/a Hearth) (3)

Preferred shares, Series B-4

Preferred shares, Series

Stake Trade, Inc.

(d/b/a Prophet Exchange)

Simple Agreement for Future Equity (SAFE)

Xgroup Holdings Limited (d/b/a Xpoint)

(d/b/a Prophet

Simple Agreement for Future

Equity (SAFE)

Xgroup Holdings Limited (d/b/a

Convertible Note 6%, Due

Colombier Sponsor II LLC

Class B Units and Class W Units

January 13, 2023, we invested $2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing round.

of the transaction, we exchanged a portion of our existing Series D Preferred shares investment for Series 1 Senior Preferred shares,

Series 2 Senior Preferred shares, and Common shares.

Additionally, our previous investment in the Simple Agreement for Future Equity

of Orchard Technologies, Inc.

was converted into additional Series 1 Senior Preferred shares.

March 31, 2023, the previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions.

On March 31, 2023, the full $2.0 million capital commitment to True Global Ventures 4 Plus Fund LP had been called and funded.

Sponsor II LLC

B Units and Class W Units

January 13, 2023, we invested $2.0 million in Orchard Technologies, Inc.’s Series 1

Senior Preferred financing round.

As part of the transaction, we exchanged a portion of our

existing Series D Preferred shares for Series 1 Senior Preferred shares, Series

2 Senior Preferred shares, and Common shares.

Additionally, our previous investment in the

Simple Agreement for Future Equity of Orchard Technologies, Inc.

was converted into additional

Series 1 Senior Preferred shares.

March 31, 2023, the previously unfunded capital commitment of $1.3 million was deemed fully

contributed in lieu of cash distributions.

On March 31, 2023, the full $2.0 million capital

commitment to True Global Ventures 4 Plus Fund LP had been called and funded.

July 12, 2023, we invested $0.5 million in Shogun Enterprises, Inc.

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

part of the transaction, our previous investment in the Convertible Note of Shogun Enterprises, Inc.

(d/b/a Hearth) was converted

into Series B-3 Preferred shares.

(d/b/a Hearth)’s

Series B-4 Preferred financing round.

As part of the transaction, our previous investment

in the Convertible Note of Shogun Enterprises, Inc.

(d/b/a Hearth) was converted into Series

B-3 Preferred shares.

Additionally, we received Common Warrants as part of the transaction.

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and realized a net loss on investments of $11,947,504 (including adjustments to amounts held in escrow receivable) as shown in following

Portfolio Company

Transaction Date

Average Net Share Price (1)

Realized Gain/(Loss) (2)

NewLake Capital Partners, Inc.

Net Share Price (1)

Gain/(Loss) (2)

NewLake Capital Partners,

(f/k/a GreenAcreage Real Estate Corp.) (4)

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Rent the Runway, Inc.

Residential Homes for Rent, LLC (d/b/a Second Avenue) (7)

True Global Ventures 4 Plus Pte Ltd (8)

Residential Homes for Rent,

LLC (d/b/a Second Avenue) (7)

True Global Ventures 4 Plus

Ozy Media, Inc.

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PSQ Holdings, Inc.

(d/b/a PublicSquare) - Warrants (10)

PublicSquare) - Warrants (10)

Forge Global, Inc.

Churchill Sponsor VI LLC

Sponsor VI LLC

$ (12,091,402 )

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

average net share price is the net share price realized after deducting all commissions and

fees on the sale(s), if applicable.

gain/(loss) does not include adjustments to amounts held in escrow receivable.

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of December 15, 2023, we had sold our remaining NewLake Capital Partners, Inc.

public common shares.

public common

of December 31, 2023, we held 112,420 remaining Nextdoor Holdings, Inc.

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public common shares.

On December 26, 2023, a final payment was received from Residential Homes For Rent, LLC (d/b/a Second Avenue) related

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

the year ended December 31, 2023, approximately $1.1 million was received from Residential Homes for Rent, LLC (d/b/a Second Avenue)

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

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

outstanding principal and the remaining was attributed to interest.

March 31, 2023, the previously unfunded capital commitment of $1.3 million to True Global Ventures 4 Plus Pte Ltd was deemed fully

contributed in lieu of cash distributions.

December 26, 2023, a final payment was received from Residential Homes For Rent, LLC (d/b/a

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

During the year ended

December 31, 2023, approximately $1.1 million was received from Residential Homes for Rent,

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

Of the proceeds

received, approximately $1.0 million repaid a portion of the outstanding principal and the

remaining was attributed to interest.

March 31, 2023, the previously unfunded capital commitment of $1.3 million to True Global

Ventures 4 Plus Pte Ltd was deemed fully contributed in lieu of cash distributions.

May 4, 2023, we abandoned our investment in Ozy Media, Inc.

As of December 31, 2023, we held 2,396,037 remaining PSQ Holdings, Inc.

(d/b/a PublicSquare) warrants.

As of December 31, 2023, we held 1,145,875 remaining Forge Global, Inc.

of December 31, 2023, we held 2,396,037 remaining PSQ Holdings, Inc.

(d/b/a PublicSquare)

of December 31, 2023, we held 1,145,875 remaining Forge Global, Inc.

public common shares.

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expired on December 31, 2023.

Ended December 31, 2022

value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes

in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.

The fair value, as of December 31, 2022, of all of our portfolio investments, excluding U.S.

Treasury bills, was $157,188,578.

the year ended December 31, 2022, we funded investments in an aggregate amount of $23,665,080 (not including capitalized transaction

costs or investments in short-term U.S.

Treasury investments) as shown in the following table:

Portfolio Company

Transaction Date

Gross Payments

Shogun Enterprises, Inc.

(d/b/a Hearth)

Convertible Note 0.5%, Due 4/18/2024

EDGE Markets, Inc.

Preferred shares, Series Seed

Preferred shares, Series C

Xgroup Holdings Limited (d/b/a Xpoint)

Convertible Note 6%, Due 8/17/2023

Orchard Technologies, Inc.

Simple Agreement for Future Equity (SAFE)

Forge Global, Inc.

Common shares

YouBet Technology, Inc.

(d/b/a FanPower)

Preferred shares, Series Seed-2

Locus Robotics Corp.

Preferred shares, Series F

and effective August 5, 2022, we notified Forge Global, Inc.

of our intent to net exercise via cashless settlement

our 230,144 common warrants in Forge Global, Inc.

into 53,283 shares of Forge Global Inc.’s public common stock, pursuant to

the net exercise formula in the warrant agreement.

The exercise was effectuated on September 30, 2022.

the year ended December 31, 2022, we capitalized fees of $33,384.

the year ended December 31, 2022, we exited or received proceeds from investments in the amount of $9,063,919, net of transaction costs,

and realized a net loss on investments of $5,905,453 (including adjustments to amounts held in escrow receivable) as shown in

following table:

Portfolio Company

Transaction Date

Average Net Share Price (1)

Realized Gain/(Loss) (2)

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) (3)

Rover Group, Inc.

Rent the Runway, Inc.

Residential Homes for Rent, LLC (d/b/a Second Avenue) (6)

True Global Ventures 4 Plus Pte Ltd (7)

Palantir Lending Trust SPV I (8)

Enjoy Technology, Inc.

$ (5,891,016 )

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

gain/(loss) does not include adjustments to amounts held in escrow receivable.

of December 31, 2022, we held 229,758 remaining NewLake Capital Partners, Inc.

public common shares.

of October 11, 2022, we had sold all our public common shares of Rover Group, Inc.

of December 31, 2022, we held 79,191 remaining Rent the Runway, Inc.

public common shares.

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

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

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

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

May 31, 2022, we received an $874,470 cash distribution from True Global Ventures 4 Plus Pte Ltd.

July 14, 2022, a final payment was received for the remaining 512,290 Class A common shares of Palantir Technologies, Inc.

that comprised

the beneficial equity interest in underlying shares.

The realized gain from our investment in Palantir Lending

Trust SPV I is generated by the proceeds from the sale of shares collateralizing the repaid promissory note to Palantir Lending Trust

SPV I and attributable to the Equity Participation in Underlying Collateral.

of August 12, 2022, we had sold all its public common shares of Enjoy Technology, Inc.

of December 31, 2022, we held 38,305 remaining Kahoot!

ASA public common shares.

the year ended December 31, 2022, we did not write-off any investments and our OneValley, Inc.

(f/k/a NestGSV, Inc.) Series B preferred

warrants with a strike price of $2.31 expired on May 29, 2022.

of Operations

of the Year Ended December 31, 2023, 2022, and 2021

of the Years Ended December 31, 2024, 2023, and 2022

results for the years ended December 31, 2024, 2023, and 2022 are as follows:

Year Ended December 31,

Total Investment Income

Ended December 31,

Investment Income

Interest income

Dividend income

Total Operating Expenses

Total Operating

Compensation expense

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Other expenses

Net Investment Loss

Net Investment

$ (13,951,287 )

1 unchanged sentence

$ (14,708,008 )

Net realized gain/(loss) on investments

Net realized loss on investments

(11,947,504 )

Net change in unrealized appreciation/(depreciation) of investments

Realized loss on partial repurchase

of 6.00% Notes due December 30, 2026

Net change in unrealized appreciation/(depreciation)

of investments

(18,968,978 )

(111,563,592 )

Net Change in Net Assets Resulting from Operations

in Net Assets Resulting from Operations

$ (38,124,247 )

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the year ended December 31, 2024 as compared to the year ended December 31, 2023

Investment income decreased to $4,673,427 for the year ended December 31,

2024 from $6,596,780 for the year ended December 31, 2023.

The net decrease between periods was primarily due to the cessation of interest

income from short-term U.S.

Treasury bills and from Architect Capital PayJoy SPV, LLC following the redemption of our investment in June

Additional decreases in interest income were related to interest accruals from debt investments in Xgroup Holdings Limited (d/b/a

Xpoint) and Shogun Enterprises, Inc.

(d/b/a Hearth), and the repayment in full of the Residential Homes for Rent, LLC (d/b/a Second Avenue)

term loan as of December 26, 2023, as well as a decrease in dividend income from SPBRX, INC.

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

and NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) following our complete exit in December 2023.

The decreases

were offset by an increase in interest income received on cash, and an increase in dividend income from CW Opportunity 2 LP during the

year ended December 31, 2024, relative to the year ended December 31, 2023.

the year ended December 31, 2023 as compared to the year ended December 31, 2022

income increased to $6,596,780 for the year ended December 31, 2023 from $3,456,193 for the year ended December 31, 2022.

increase between periods was due to increases in interest income from U.S.

Treasury Bills and interest on idle cash, plus an increase

in dividend income from SPBRX, INC.

The net increase

between periods was due to increases in interest income from U.S.

Treasury Bills and interest on idle cash, plus an increase in dividend

income from SPBRX, INC.

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

The increase was offset by a decrease in

interest income from Architect Capital PayJoy SPV, LLC, Residential Homes for Rent, LLC (d/b/a Second Avenue), and a decrease in

dividend income from NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) during the year ended December 31, 2023,

relative to the year ended December 31, 2022.

For the year ended December 31, 2022 as compared

to the year ended December 31, 2021

Investment income increased to $3,456,193 for the year ended December 31,

2022 from $1,470,842 for the year ended December 31, 2021.

The net increase between periods was due to increases in interest income from

Treasury Bills, Xgroup Holdings Limited (d/b/a Xpoint), Architect Capital PayJoy SPV, LLC, and Shogun Enterprises, Inc.

(d/b/a Hearth)

plus an increase in dividend income from NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) and interest on idle cash.

The increase was offset by a decrease in interest income from Residential Homes for Rent, LLC (d/b/a Second Avenue) and Neutron Holdings,

(d/b/a/ Lime), plus a cessation in dividend income from Treehouse Real Estate Investment Trust, Inc.

during the year ended December

31, 2022, relative to the year ended December 31, 2021.

For the year ended December 31, 2023 as compared

to the year ended December 31, 2022

operating expenses increased to $20,036,389 for the year ended December 31, 2023 from $18,164,201 for the year ended December 31,

The increase in operating expense was primarily due to an increase in compensation expense associated with an increased

headcount and stock-based compensation expense, and income tax expense related to blocker corporations, offset by a decrease in

professional fees during the year ended December 31, 2023, relative to the year ended December 31, 2022.

The increase was offset by a decrease in interest income from Architect

Capital PayJoy SPV, LLC, Residential Homes for Rent, LLC (d/b/a Second Avenue), and a decrease in dividend income from NewLake Capital

Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) during the year ended December 31, 2023, relative to the year ended December 31,

the year ended December 31, 2024 as compared to the year ended December 31, 2023

operating expenses decreased to $18,624,714 for the year ended December 31, 2024 from $20,036,389 for the year ended December 31, 2023.

The decrease in operating expense was primarily due to decreases in income tax expense, professional fees, compensation expense and other

expenses, offset by an increase in directors’ fees during the year ended December 31, 2024, relative to the year ended December

the year ended December 31, 2023 as compared to the year ended December 31, 2022

operating expenses increased to $20,036,389 for the year ended December 31, 2023 from $18,164,201 for the year ended December 31, 2022.

The increase in operating expense was primarily due to an increase in interest expense, compensation expense, and professional

fees during the year ended December 31, 2022, relative to the year ended December 31, 2021.

Net Investment Loss

For the year ended December 31, 2023 as compared

to the year ended December 31, 2022

The increase in operating expense was primarily due to an increase in compensation expense associated with an increased headcount and

stock-based compensation expense, and income tax expense related to blocker corporations, offset by a decrease in professional fees during

the year ended December 31, 2023, relative to the year ended December 31, 2022.

Investment Loss

the year ended December 31, 2024 as compared to the year ended December 31, 2023

the year ended December 31, 2024, we recognized a net investment loss of $13,951,287, compared to a net investment loss of $13,439,609

for the year ended December 31, 2023.

The change between periods resulted from a decrease in total investment income and operating expenses

during the year ended December 31, 2024, relative to the year ended December 31, 2023.

the year ended December 31, 2023 as compared to the year ended December 31, 2022

the year ended December 31, 2023, we recognized a net investment loss of $13,439,609, compared to a net investment loss of $14,708,008

for the year ended December 31, 2022.

The change between periods resulted from an increase in total investment income, offset by an increase

in operating expenses during the year ended December 31, 2023, relative to the year ended December 31, 2022.

For the year ended December 31, 2022 as compared

to the year ended December 31, 2021

For the year ended December 31, 2022, we recognized a net investment loss of $14,708,008, compared to a net investment

loss of $9,930,819 for the year ended December 31, 2021.

The change between periods resulted from the increase in operating expenses offset

by an increase in total investment income between periods during the year ended December 31, 2022, relative to the year ended December

Realized Loss on Investments

the year ended December 31, 2023 as compared to the year ended December 31, 2022

For the year ended December 31, 2024 as compared to the year ended December 31, 2023

the year ended December 31, 2024, we recognized a net realized loss on our investments of $5,020,314, compared to a net realized loss

of $11,947,504 for the year ended December 31, 2023.

The components of our net realized losses on portfolio investments for the year

ended December 31, 2024 and 2023, excluding short-term U.S.

Treasury bills and fluctuations in escrow receivables estimates, are reflected

in the tables above, under “—Portfolio and Investment Activity.”

For the year ended December 31, 2023 as compared to the year ended December 31, 2022

the year ended December 31, 2023, we recognized a net realized loss on our investments of $11,947,504, compared to a net realized loss

of $5,905,453 for the year ended December 31, 2022.

The components of our net realized losses on portfolio investments for the year ended

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in the tables above, under “—Portfolio and Investment Activity.”

For the year ended December 31, 2022 as compared

to the year ended December 31, 2021

For the year ended

December 31, 2022, we recognized a net realized loss on our investments of $5,905,453, compared to a net realized gain of

$218,735,504 for the year ended December 31, 2021.

The components of our net realized gains and losses on portfolio investments for

the year ended December 31, 2022 and 2021, excluding U.S.

Treasury investments and fluctuations in escrow receivables estimates, are

reflected in the tables above, under “—Portfolio and Investment Activity.”

Change in Unrealized Appreciation/(Depreciation) of Investments

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The following tables summarize, by portfolio company, the significant

changes in unrealized appreciation/(depreciation) of our investment portfolio for the year ended December 31, 2023, 2022, and 2021.

Portfolio Company

/(Depreciation)

For the Year Ended

December 31, 2023

Ozy Media, Inc.

PSQ Holdings, Inc.

(d/b/a PublicSquare) (1)

Nextdoor Holdings, Inc.

Learneo, Inc.

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

Neutron Holdings, Inc.

(d/b/a/ Lime)

changes in unrealized appreciation/(depreciation) of our investment portfolio for the years ended December 31, 2024, 2023, and 2022.

Change in Unrealized Appreciation/(Depreciation) For the Year Ended December 31, 2024

OneValley, Inc.

(f/k/a NestGSV, Inc.) (1)

(f/k/a GSV Sustainability

Partners, Inc.) (1)

FourKites, Inc.

Blink Health, Inc.

CW Opportunity 2 LP

ServiceTitan, Inc.

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

Shogun Enterprises, Inc.

(d/b/a Hearth)

Forge Global, Inc.

StormWind, LLC

ServiceTitan, Inc.

Varo Money, Inc.

FourKites, Inc.

Aspiration Partners, Inc.

Orchard Technologies, Inc.

change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial

exit of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.

represents investments for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the

year ended December 31, 2023.

Portfolio Company

Net Change in

PSQ Holdings, Inc.

PublicSquare) (1)

Learneo, Inc.

(f/k/a Course

(39,100,522 )

$ (18,968,978 )

change in unrealized appreciation/(depreciation) reflected for these investments resulted

from the full or partial exit of the investment, which resulted in the reversal of previously

accrued unrealized appreciation/(depreciation), as applicable.

represents investments for which individual changes in unrealized appreciation/(depreciation)

was less than $1.0 million for the year ended December 31, 2024.

Appreciation/

(Depreciation)

For the Year Ended

December 31, 2022

Portfolio Company

Net Change in

Appreciation/

(Depreciation)

For the Year Ended

(Depreciation) For the

December 31, 2022

True Global Ventures 4 Plus Pte Ltd (1)

Course Hero, Inc.

Ozy Media, Inc.

True Global Ventures

4 Plus Pte Ltd (1)

PSQ Holdings, Inc.

PublicSquare) (1)

Rent the Runway (1)

Forge Global, Inc.

Nextdoor Holdings, Inc.

StormWind, LLC

Aspiration Partners, Inc.

NewLake Capital Partners, Inc.

Learneo, Inc.

(f/k/a Course

NewLake Capital Partners,

(f/k/a GreenAcreage Real Estate Corp.) (1)

Rover Group, Inc.

Neutron Holdings, Inc.

Blink Health, Inc.

StormWind, LLC

(d/b/a CorpU) (1)

Shogun Enterprises, Inc.

Neutron Holdings, Inc.

(d/b/a/ Lime)

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) (1)

StormWind, LLC

Shogun Enterprises, Inc.

(d/b/a Hearth)

ServiceTitan, Inc.

CTN Holdings, Inc.

(d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.)

Varo Money, Inc.

Aspiration Partners, Inc.

Palantir Lending Trust SPV I

Rover Group, Inc.

Enjoy Technology, Inc.

FourKites, Inc.

Varo Money, Inc.

Rent the Runway, Inc.

Ozy Media, Inc.

(10,098,381 )

Holdings, Inc.

(d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.)

Skillsoft Corp.

Coursera, Inc.

(35,822,601 )

Orchard Technologies, Inc.

Nextdoor Holdings, Inc.

Palantir Technologies, Inc.

(81,760,272 )

Forge Global, Inc.

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Learneo, Inc.

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

(37,290,369 )

(f/k/a Course

(37,290,369 )

$ (111,563,592 )

change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial exit of the investment,

which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.

represents investments (including U.S.

Treasury bills) for which individual change in unrealized appreciation/(depreciation) was

less than $1.0 million for the year ended December 31, 2022 and 2021.

refer to “Note 12—Subsequent Events” to our Consolidated Financial Statements as of December 31, 2023 for details regarding

activity in our investment portfolio from January 1, 2024 through March 13, 2024.

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

Investments in private companies

are generally subject to satisfaction of applicable closing conditions.

In the case of secondary market transactions, such closing conditions

may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination

rights by the seller or us.

Equity investments made through the secondary market may involve making deposits in escrow accounts until

the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.

Modified Dutch Auction Tender Offer

On February 14, 2024, our

Board of Directors authorized a modified Dutch Auction tender offer (the “Tender Offer”) to purchase up to 2,000,000 shares

of our common stock at a price per share of not less than $4.00 and not greater than $5.00 in $0.10 increments, using available cash.

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

Eastern Time on April 1, 2024, unless extended.

If the Tender

Offer is fully subscribed, we will purchase 2,000,000 shares, or approximately 7.9%, of our outstanding shares of its common stock.

shares tendered may be withdrawn prior to expiration of the Tender Offer.

Based on the number of shares tendered and the prices specified by the tendering stockholders, we will determine

the lowest per-share price that will enable us to acquire up to 2,000,000 shares of our common stock.

All shares accepted in the Tender

Offer will be purchase at the same price even if tendered at a lower price.

change in unrealized appreciation/(depreciation) reflected for these investments resulted

from the full or partial exit of the investment, which resulted in the reversal of previously

accrued unrealized appreciation/(depreciation), as applicable.

represents investments for which individual changes in unrealized appreciation/(depreciation)

was less than $1.0 million for the year ended December 31, 2023 and 2022.

and Capital Resources

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In addition, on

December 17, 2021, we issued $75.0 million aggregate principal amount of 6.00% Notes due 2026, all of which remain outstanding.

additional information, see below and “Note 10—Debt Capital Activities” to our Consolidated Financial Statements

as of December 31, 2023.

December 17, 2021, we issued $75.0 million aggregate principal amount of 6.00% Notes due 2026, of which $44.7 million remain

outstanding, and on August 14, 2024 and October 9, 2024, we issued $25.0 million and $5.0 million, respectively, in aggregate

principal amount of 6.50% Convertible Notes due 2029, all of which remain

For additional information, see below and “Note 10—Debt Capital Activities” to our Consolidated

Financial Statements as of December 31, 2024.

primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders.

For the year ended

December 31, 2023 our operating expenses were $20,036,389.

For the years ended December 31, 2022 and 2021, our operating expenses were $18,164,201 and $11,401,661, respectively.

Cash Reserves and Liquid Securities

December 31, 2023

December 31, 2022

December 31, 2021

$ 198,437,078

December 31, 2024, December

31, 2023 and December 31, 2022, our operating expenses, including interest payments on our debt obligations, were $18,624,714 , $ 20,036,389 and $18,164,201,

respectively.

Reserves and Liquid Securities

Cash Equivalents:

Treasury bills (1)

Securities of publicly traded portfolio companies:

Securities of publicly traded

portfolio companies:

Unrestricted securities (2)

to other sales restrictions (3)

Securities of publicly traded portfolio companies

Total Cash Reserves and Liquid Securities

$ 107,502,205

of publicly traded portfolio companies

Cash Reserves and Liquid Securities

$ 107,502,205

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(2) “Unrestricted

securities” represents common stock and warrants of our publicly traded portfolio companies that are not subject to any restrictions

securities” represents common stock and warrants of our publicly traded portfolio companies

that are not currently subject to any restrictions upon sale.

We may incur losses.

of publicly traded portfolio companies “subject to other sales restrictions” represents common stock of our publicly

traded portfolio companies that are subject to certain lock-up restrictions.

(3) Securities

of publicly traded portfolio companies “subject to other sales restrictions”

represents common stock of our publicly traded portfolio companies that are currently subject

to certain lock-up restrictions.

the year ended December 31, 2024, cash decreased to $20,035,640 from $28,178,352 at the beginning of the year.

The decrease was

primarily driven by the purchase of new and follow-on investments, our operating expenses, interest payments on the 6.00% Notes due

2026, and the repurchase of our common stock pursuant to a modified “Dutch Auction” tender offer (the “Modified

Dutch Auction Tender Offer”) and Share Repurchase Program.

The decrease was offset by portfolio investment exits and

investment income received.

The decrease in cash

was primarily due to the purchase of new investments, payment of our operating expenses, repurchase of our common stock pursuant to a modified “Dutch

Auction” tender offer (the “Modified Dutch Auction Tender Offer”), and payment

of interest on the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029.

The decrease was offset the sale or exit of investments including the maturity of our investments

in short-term U.S.

Treasury bills, and other investment income received.

For additional information

relating to the Modified Dutch Auction Tender Offer, see “Modified Dutch Auction Tender Offer” below and “Note 5 -

Common Stock” to our Consolidated Financial Statements as of December 31, 2024.

we believe we have ample liquidity to support our near-term capital requirements.

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summary of our significant contractual payment obligations as of December 31, 2024 is as follows:

Payments Due By Period (in millions)

Due By Period (in millions)

6.00% Notes due

Operating lease liability

the principal balance payable to investors for the 6.00% Notes due 2026 as of December 31, 2023.

Refer to “Note 10—Debt

Capital Activities” in our Consolidated Financial Statements as of December 31, 2023 for more information.

6.50% Convertible Notes due

lease liability

the principal balance payable for the 6.00% Notes due 2026 as of December 31,

Refer to “Note 10—Debt Capital Activities” in our Consolidated Financial

Statements as of December 31, 2024 for more information.

the principal balance payable for the 6.50% Convertible Notes due 2029 as of

December 31, 2024.

Refer to “Note 10—Debt Capital Activities” in our Consolidated

Financial Statements as of December 31, 2024 for more information.

Repurchase Program

the year ended December 31, 2023, we repurchased 186,493 shares of our common stock under the Share Repurchase Program.

During the year

ended December 31, 2022, we repurchased 1,008,676 shares of our common stock under the Share Repurchase Program.

As of December 31, 2023,

the dollar value of shares that remained available to be purchased under the Share Repurchase Program was approximately $20.7 million.

On August 7, 2023, our Board of Directors authorized an extension of, and an increase in the amount of shares of our common stock that

may be repurchased under, the discretionary Share Repurchase Program until the earlier of (i) October 31, 2024 or (ii) the repurchase

of $60.0 million in aggregate amount of our common stock.

the Share Repurchase Program, we may repurchase our outstanding common stock in the open market provided that we comply with the

prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act

and the rules promulgated thereunder.

For more information on the Share Repurchase Program, see “Item 5.

Market for Registrant’s

Common Equity, Related Stockholder Matters and Issuances of Equity Securities -- Issuer Purchases of Equity Securities” and

“Note 5—Common Stock” to our Consolidated Financial Statements as of December 31, 2023.

During the year ended December 31, 2024, we did not repurchase any shares

of our common stock under the discretionary open-market Share Repurchase Program.

During the year ended December 31, 2023, we repurchased

186,493 shares of our common stock under the Share Repurchase Program.

As of December 31, 2024, the dollar value of shares that remained

available to be purchased under the Share Repurchase Program was approximately $25.0 million.

On October 29, 2024, our Board of Directors

authorized an extension of, and an increase in the amount of shares of our common stock that may be repurchased under the discretionary

Share Repurchase Program until the earlier of (i) October 31, 2025 or (ii) the repurchase of $64.3 million in aggregate amount of our

common stock.

the Share Repurchase Program, we may repurchase our outstanding common stock in the open market, provided that we comply with the prohibitions

under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act and the rules promulgated thereunder.

For more information on the Share Repurchase Program,

see “Note 5—Common Stock” to our Consolidated Financial Statements as of December 31, 2024.

Dutch Auction Tender Offer

March 17, 2023, we commenced a Modified Dutch Auction Tender Offer to purchase up to 3,000,000 shares of our common stock from our

February 20, 2024, we commenced the Modified Dutch Auction Tender Offer to purchase up to 2,000,000 shares of our common stock from our

stockholders, which expired on April 1, 2024.

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lowest price per share of not less than $4.00 per share and not greater than $5.00 per share.

to the Modified Dutch Auction Tender Offer, we repurchased 3,000,000 shares, representing 10.6% of our outstanding shares, on or about

April 21, 2023 at a price of $4.50 per share.

to the Modified Dutch Auction Tender Offer, we repurchased 2,000,000 shares, representing 7.9% of our then-outstanding shares, on or

about April 5, 2024 at a price of $4.70 per share.

We used available cash to fund the purchase of our shares of common stock in the Modified

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At-the-Market

July 29, 2020, we entered into an At-the-Market Sales Agreement, dated July 29, 2020 (as amended, the “Sales

Agreement”), with BTIG, LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.

(collectively, the

Under the Initial Sales Agreement, we may, but have no obligation to, issue and sell up to $150.0 million in

aggregate amount of shares of our common stock (the “Shares”) from time to time through the Agents or to them as

principal for their own account (the “ATM Program”).

intend to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with our investment

objective and strategy and for general corporate purposes.

the year ended December 31, 2023, we did not issue or sell Shares under the ATM program.

As of December 31, 2023, up to approximately

$98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

the year ended December 31, 2022, we issued and sold 17,807 Shares under the ATM Program at a weighted-average price of $13.01

per Share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions to the Agents on Shares sold.

of December 31, 2022, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

July 29, 2020, we established an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market

Sales Agreement dated July 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with

BTIG LLC, Citizens JMP Securities, LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co.

and Barrington Research

Associates, Inc.

(collectively, the “Agents”).

Under the Sales Agreement, we may, but have no obligation to, issue and

sell up to $150.0 million in aggregate amount of shares of our common stock (the “Shares”) from time to time through the

Agents or to them as principal for their own account.

We intend to use the net proceeds from the ATM Program to make investments in

portfolio companies in accordance with our investment objective and strategy and for general corporate purposes.

the years ended December 31, 2024 and 2023, we did not issue or sell Shares under the ATM Program.

As of December 31, 2024, up to

approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

to “Note 5—Common Stock” to our Consolidated Financial Statements as of December 31, 2024 for more information regarding

the ATM Program.

Notes due 2026

Notes due 2026 - Note Repurchase Program

December 17, 2021, we issued $70.0 million aggregate principal amount of 6.00% Notes due 2026, which bear interest at a fixed rate of

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a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.

On August 6, 2024, our Board of Directors approved a discretionary note

repurchase program (the “Note Repurchase Program”) which allows us to repurchase up to 46.67%, or $35.0 million in aggregate

principal amount, of our 6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply

with the provisions of the 1940 Act and the Exchange Act.

During the year ended December 31, 2024, we repurchased and retired $30.3 million

of aggregate principal amount of the 6.00% Notes due 2026.

As of December 31, 2024, the aggregate principal dollar amount of 6.00% Notes

due 2026 that remained available to be purchased under the Note Repurchase Program was approximately $5.0 million.

to “Note 10—Debt Capital Activities” to our Consolidated Financial Statements as of December 31, 2024 for more information

regarding the 6.00% Notes due 2026.

Convertible Notes due 2029

On August 14, 2024, we issued $25.0 million aggregate principal amount of the 6.50% Convertible Notes due 2029 to

a private purchaser (the “Purchaser”), which bear interest at a rate of 6.50% per year, payable quarterly in arrears on March

30, June 30, September 30, and December 30 of each year, commencing on September 30, 2024.

We received $24.3 million in proceeds from

the issuance, net of underwriting discounts and commissions.

the purchase agreement governing the 6.50% Convertible Notes due 2029 (the “Notes Purchase Agreement”), upon mutual agreement

between the Company and the Purchaser, we may issue additional 6.50% Convertible Notes due 2029 for sale in subsequent offerings to the

Purchaser (the “Additional Notes”), or issue additional notes with modified pricing terms (the “New Notes”), in

the aggregate for both the Additional Notes and the New Notes, up to a maximum of $50.0 million in one or more private offerings.

to the Notes Purchase Agreement, on October 9, 2024, we issued $5.0 million of Additional Notes to the Purchaser, which Additional Notes

are treated as a single series with the initial issuance of the 6.50% Convertible Notes due 2029.

The 6.50% Convertible Notes due 2029

mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance with their terms.

We do not have the right

to redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027.

6.50% Convertible Notes due 2029 will be convertible into shares of our common stock at the Purchaser’s sole discretion at an initial

conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029, subject to adjustment

as provided in the Notes Purchase Agreement.

to “Note 10—Debt Capital Activities” to our Consolidated Financial Statements as of December 31, 2024 for more information

regarding the 6.50% Convertible Notes due 2029.

Distributions

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of Equity Securities” in Part II, Item 5 of this Form 10-K for a list of our past distributions, including dividends and returns

of capital, if any, per share that we have declared since our formation through December 31, 2023.

of capital, if any, that we have declared since our formation through December 31, 2024.

Accounting Estimates and Policies

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are required to report our investments at fair value.

We follow the provisions of the Financial Accounting Standards Board Accounting

Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”).

ASC 820 defines fair

value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure

fair value and enhances disclosure requirements for fair value measurements.

ASC 820 requires us to assume that the portfolio investment

is to be sold in the principal market to independent market participants, which may be a hypothetical market.

Market participants are

defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.

2 – Significant Accounting Policies – Investments at Fair Value” for more information.

We follow the provisions of the Financial Accounting Standards Board

Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”).

defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of

inputs used to measure fair value and enhances disclosure requirements for fair value measurements.

ASC 820 requires us to assume

that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical

Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and

willing and able to transact.

See “Note 2 – Significant Accounting Policies – Investments at Fair Value” to

our Consolidated Financial Statements for more information.

to the inherent uncertainty in the valuation process, the determination of fair value for our investment portfolio may differ materially

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individual investment and record changes in fair value as unrealized appreciation or depreciation.

2022, the SEC adopted Rule 2a-5 under the 1940 Act (“Rule 2a-5”), which establishes a framework for determining fair value

2022, the SEC adopted Rule 2a-5 under the 1940 Act, which establishes a framework for determining fair value

in good faith for purposes of the 1940 Act.

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third-party valuation firm in arriving at its determination of fair value for 100% of our portfolio investments as of December 31, 2024

and 2022, exclusive of new portfolio company investments made during the three months ended December 31, 2023 and 2022, respectively.

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

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“Note 3—Related-Party Arrangements” to our Consolidated Financial Statements as of December 31, 2024 for more information.

Recent Developments

6.00% Notes Due 2026 - Note Repurchase

Between January 1, 2025

and January 8, 2025, we repurchased an additional 199,990 units of the 6.00% Notes due 2026 under the Note Repurchase Program resulting

in the total use of the authorized available funds.

6.50% Convertible Notes due 2029

On January 16,

2025, we issued and sold $5.0 million in aggregate principal amount of Additional Notes to the Purchaser pursuant to the Notes

Purchase Agreement.

The Additional Notes are treated as a single series with our initial issuance of $25.0 million in aggregate

principal amount of the outstanding 6.50% Convertible Notes due 2029 and the additional $5.0 million issuance of the 6.50%

Convertible Notes due 2029 on October 9, 2024 (together, the “Initial Notes”) and have the same terms as the Initial

The Additional Notes are fungible and rank equally with the Initial Notes.

Upon issuance of the Additional Notes on January

16, 2025, the outstanding aggregate principal amount of our 6.50% Convertible Notes due 2029 became $35.0 million.

Portfolio Activity

Please refer to “Note

12—Subsequent Events” to our Consolidated Financial Statements as of December 31, 2024 for details regarding activity in our

investment portfolio from January 1, 2025 through March 11, 2025.

We are frequently in negotiations with various private companies with respect to investments in such companies.

in private companies are generally subject to satisfaction of applicable closing conditions.

In the case of secondary market transactions,

such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or

its stockholders and termination rights by the seller or us.

Equity investments made through the secondary market may involve making deposits

in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity

investments will be effectuated.

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 7. Management’s Discussion and Analysis