6 unchanged sentences
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
−Removed: Consolidated Schedule of Investments as of December 31, 2023
−Removed: Consolidated Schedule of Investments as of December 31, 2022
−Removed: Notes to Consolidated Financial Statements
+Added: Schedule of Investments as of December 31, 2024
+Added: Schedule of Investments as of December 31, 2023
+Added: to Consolidated Financial Statements
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and Board of Directors of
−Removed: SuRo Capital Corp.
−Removed: Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated statements
−Removed: of assets and liabilities of SuRo Capital Corp.
−Removed: and subsidiaries (the “Company”) including the consolidated schedule of investments
−Removed: as of December 31, 2023 and 2022, the related consolidated statements of operations, cash flows, and changes in net assets for each of
−Removed: the three years in the period ended December 31, 2023, the financial highlights (presented in Note 8) for each of the five years in the
−Removed: period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion,
−Removed: the financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of
−Removed: December 31, 2023 and 2022, and the results of its operations, changes in net assets and its cash flows for each of the three years in
−Removed: the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023, in conformity
−Removed: with accounting principles generally accepted in the United States of America.
−Removed: Basis for Opinion
−Removed: These financial statements are the responsibility
−Removed: of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
−Removed: and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable
−Removed: rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit s in accordance with
−Removed: the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit s to obtain reasonable assurance about whether
−Removed: the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were
−Removed: we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit we are required to obtain an understanding
−Removed: of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
−Removed: internal control over financial reporting.
+Added: the Shareholders and Board of Directors of
+Added: Capital Corp.
+Added: on the Financial Statements
+Added: have audited the accompanying consolidated statements of assets and liabilities of SuRo Capital Corp.
+Added: and subsidiaries (the “Company”),
+Added: including the consolidated schedule of investments as of December 31, 2024 and 2023, the related consolidated statements of operations,
+Added: cash flows, and changes in net assets for each of the three years in the period ended December 31, 2024, the financial highlights (presented
+Added: in Note 8) for each of the five years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial
+Added: statements”).
+Added: In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial
+Added: position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three
+Added: years in the period ended December 31, 2024 and the financial highlights for each of the five years in the period ended December 31,
+Added: 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s
+Added: financial statements based on our audits.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board
+Added: (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
+Added: securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: conducted our audit s in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits
+Added: to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
+Added: of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
+Added: an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audit s included performing procedures to
−Removed: assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
−Removed: to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit s also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
−Removed: the overall presentation of the financial statements.
−Removed: Our procedures included confirmation of investments owned as of December 31, 2023
−Removed: and 2022, by correspondence with the custodian, loan agents, and borrowers;
−Removed: when replies were not received, we performed other auditing
−Removed: We believe that our audit s provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a
−Removed: matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit
−Removed: committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
−Removed: challenging, subjective, or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on
−Removed: the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion
−Removed: on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Valuation of Investments – Level 3 Investments
−Removed: in Preferred Stock, Common Stock, Debt Investments and Options
−Removed: As described in Note 4 to the financial statements,
−Removed: approximately 68% of the Company’s $248 million total investments in securities as of December 31, 2023 represents investments in
−Removed: level 3 preferred stock, common stock, debt investments and options issued by private companies whose fair value, as disclosed by management,
−Removed: is determined in good faith by the Board of Directors.
−Removed: Management applied significant judgment in determining the fair value of these
−Removed: level 3 investments, which involved the use of significant unobservable inputs with respect to the revenue and/or other multiples utilized,
−Removed: liquidation value, financing risk, term to expiration and discount rates.
−Removed: The principal considerations for our determination
−Removed: that performing procedures relating to the valuation of level 3 investments in preferred stock, common stock, debt investments and options
−Removed: is a critical audit matter are the significant judgment involved by management in determining the fair value of these level 3 investments,
−Removed: including the use of various valuation techniques and significant unobservable inputs, which in turn led to a high degree of auditor judgment,
−Removed: subjectivity, and effort in performing audit procedures and evaluating the audit evidence obtained relating to the valuation techniques
−Removed: and significant unobservable inputs.
−Removed: Addressing the matter involved performing procedures
−Removed: and evaluating audit evidence in connection with forming our overall opinion on the financial statements and financial highlights.
−Removed: principle audit procedures included, among others:
−Removed: (i) testing the completeness and accuracy of management’s
−Removed: valuations, including evaluating the appropriateness of management’s methodologies, evaluating the reasonableness of assumptions
−Removed: and significant unobservable inputs, including revenue and/or other multiples utilized, liquidation value, financing risk, term to expiration
−Removed: and discount rates;
−Removed: (ii) the involvement of professionals with specialized
−Removed: skills and knowledge to assist in the assessment of the fair values for a sample of investments, including reviewing the valuation methodologies,
−Removed: assessing the assumptions utilized in developing the estimates, and evaluating the reasonableness of management’s conclusions in
−Removed: deriving the valuations.
−Removed: /s/ Marcum LLP
−Removed: San Francisco, CA
−Removed: March 14, 2024
−Removed: We have served as the Company’s auditor since
+Added: audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
+Added: or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding
+Added: the amounts and disclosures in the financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant
+Added: estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: Our procedures included confirmation
+Added: of investments owned as of December 31, 2024, and 2023, by correspondence with the custodian, loan agents, and borrowers;
+Added: were not received, we performed other auditing procedures.
+Added: We believe that our audits provide a reasonable basis for our opinion.
+Added: Audit Matters
+Added: critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
+Added: or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the financial
+Added: statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters
+Added: does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
+Added: matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: of Investments – Level 3 Investments in Preferred Stock, Common Stock, Debt Investments and Options
+Added: described in Note 4 to the financial statements, approximately 91.6% of the Company’s $209 million total investments in securities
+Added: as of December 31, 2024, represents investments in Level 3 preferred stock, common stock, debt investments and options issued by private
+Added: companies whose fair value, as disclosed by management, is determined in good faith by the Board of Directors.
+Added: Management applied significant
+Added: judgment in determining the fair value of these Level 3 investments, which involved the use of significant unobservable inputs with respect
+Added: to the revenue and/or other multiples utilized, liquidation value, financing risk, term to expiration and discount rates.
+Added: principal considerations for our determination that performing procedures relating to the valuation of Level 3 investments in preferred
+Added: stock, common stock, debt investments and options is a critical audit matter are the significant judgment involved by management in determining
+Added: the fair value of these Level 3 investments, including the use of various valuation techniques and significant unobservable inputs, which
+Added: in turn led to a high degree of auditor judgment, subjectivity, and effort in performing audit procedures and evaluating the audit evidence
+Added: obtained relating to the valuation techniques and significant unobservable inputs.
+Added: the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial
+Added: statements and financial highlights.
+Added: Our principal audit procedures included, among others:
+Added: testing the completeness and accuracy of management’s valuations, including evaluating the appropriateness of management’s
+Added: methodologies, evaluating the reasonableness of assumptions and significant unobservable inputs, including revenue and/or other multiples
+Added: utilized, liquidation value, financing risk, term to expiration and discount rates;
+Added: the involvement of professionals with specialized skills and knowledge to assist in the assessment of the fair values for a sample of
+Added: investments, including reviewing the valuation methodologies, assessing the assumptions utilized in developing the estimates, and evaluating
+Added: the reasonableness of management’s conclusions in deriving the valuations.
+Added: have served as the Company’s auditor since 2019.
CAPITAL CORP.
1 unchanged sentence
STATEMENTS OF ASSETS AND LIABILITIES
−Removed: December 31, 2023
−Removed: December 31, 2022
Investments at fair value:
−Removed: Non-controlled/non-affiliate investments (cost of $ 160,994,161 and $ 155,103,810 , respectively)
+Added: Non-controlled/non-affiliate
+Added: investments (cost of $ 234,601,314 and $ 160,994,161 , respectively)
$ 198,511,915
$ 147,167,535
−Removed: Non-controlled/affiliate investments (cost of $ 32,775,940 and $ 41,140,804 , respectively)
−Removed: Controlled investments (cost of $ 18,771,097 and $ 19,883,894 , respectively)
−Removed: Total Portfolio Investments
−Removed: Investments in U.S.
+Added: Non-controlled/affiliate investments
+Added: (cost of $ 20,605,400 and $ 32,775,940 , respectively)
+Added: investments (cost of $ 1,602,940 and $ 18,771,097 , respectively)
+Added: Portfolio Investments
Treasury bills (cost of $ 0 and $ 63,792,704 , respectively)
−Removed: Total Investments (cost of $ 276,333,902 and $ 301,128,106 , respectively)
+Added: Total Investments (cost of
+Added: $ 256,809,654 and $ 276,333,902 , respectively)
Escrow proceeds receivable
2 unchanged sentences
expenses and other assets (1)
−Removed: Accounts payable and accrued expenses (1)
−Removed: Dividends payable
6.00% Notes due December
−Removed: Total Liabilities
−Removed: Commitments and contingencies (Notes 7 and 10)
+Added: 6.50% Convertible Notes
+Added: due August 14, 2029 (3)
+Added: Accounts payable and accrued
+Added: and contingencies (Notes 7 and 10)
$ 157,572,086
$ 203,357,646
−Removed: Common stock, par value $ 0.01 per share ( 100,000,000 authorized;
−Removed: 25,445,805 and
−Removed: 28,429,499 issued and outstanding, respectively)
−Removed: Paid-in capital in excess of par
−Removed: Accumulated net investment loss
+Added: Common stock, par value $ 0.01
+Added: per share ( 100,000,000 authorized;
+Added: 23,601,566 and 25,445,805 issued and outstanding, respectively)
+Added: Paid-in capital in excess
+Added: Accumulated net investment
( 4,302,192 )
( 4,304,111 )
−Removed: Accumulated net realized gain/(loss) on investments, net of distributions
+Added: Accumulated net realized loss
+Added: on investments, net of distributions
( 17,409,097 )
−Removed: Accumulated net unrealized appreciation/(depreciation) of investments
( 12,348,772 )
+Added: net unrealized appreciation/(depreciation) of investments
( 47,532,073 )
1 unchanged sentence
$ 157,572,086
−Removed: Net Asset Value Per Share
+Added: $ 203,357,646
+Added: Asset Value Per Share
accompanying notes to consolidated financial statements.
2 unchanged sentences
Related Deposits ” for more detail.
−Removed: of December 31, 2023, the 6.00 % Notes due December
−Removed: 30, 2026 (the “ 6.00 % Notes due 2026”) (effective
−Removed: interest rate of 6.53 % )
−Removed: had a face value $ 75,000,000 .
−Removed: As of December 31, 2022, the 6.00 %
−Removed: Notes due 2026 (effective
−Removed: interest rate of 6.53 % )
−Removed: had a face value $ 75,000,000 .
−Removed: Refer to “Note
−Removed: 10—Debt Capital Activities” for a reconciliation of the carrying value to the face value.
+Added: of December 31, 2024, the 6.00 % Notes due December 30, 2026 (the “ 6.00 % Notes due 2026”)
+Added: (effective interest rate of 6.48 %) had a face value $ 44,667,400 .
+Added: As of December 31, 2023,
+Added: the 6.00 % Notes due 2026 (effective interest rate of 6.53 %) had a face value $ 75,000,000 .
+Added: Refer to “Note 10—Debt Capital Activities” for a reconciliation of the
+Added: carrying value to the face value.
+Added: of December 31, 2024, the 6.50 % Convertible Notes due August 14, 2029 (the “ 6.50 % Convertible
+Added: Notes due 2029”) (effective interest rate of 7.06 %) had a face value $ 30,000,000 .
+Added: to “Note 10—Debt Capital Activities” for a reconciliation of the carrying
+Added: value to the face value.
CAPITAL CORP.
1 unchanged sentence
STATEMENTS OF OPERATIONS
−Removed: Year Ended December 31,
−Removed: INVESTMENT INCOME
−Removed: Non-controlled/non-affiliate investments:
+Added: Ended December 31,
+Added: Non-controlled/non-affiliate
Interest income (1)
−Removed: Dividend income
−Removed: Non-controlled/affiliate investments:
−Removed: Dividend income
Controlled investments:
−Removed: Interest income
−Removed: Dividend income
−Removed: Interest income from U.S.
+Added: income from U.S.
Treasury bills
−Removed: Total Investment Income
−Removed: OPERATING EXPENSES
+Added: Investment Income
Compensation expense
−Removed: Directors’ fees (2)
−Removed: Professional fees
Interest expense
+Added: Professional fees
+Added: Directors’ fees
Income tax expense
−Removed: Other expenses
−Removed: Total Operating Expenses
−Removed: Net Investment Loss
+Added: Operating Expenses
+Added: Investment Loss
( 13,951,287 )
1 unchanged sentence
( 14,708,008 )
−Removed: Realized Gain/(Loss) on Investments:
−Removed: Non-controlled/non-affiliated investments
+Added: Gain/(Loss) on Investments:
+Added: Non-controlled/non-affiliated
( 1,185,273 )
2 unchanged sentences
( 6,598,530 )
−Removed: Net Realized Gain/(Loss) on Investments
( 10,762,231 )
( 6,797,425 )
−Removed: Change in Unrealized Appreciation/(Depreciation) of Investments:
−Removed: Non-controlled/non-affiliated investments
+Added: Realized Loss on Investments
( 5,020,314 )
( 11,947,504 )
−Removed: Non-controlled/affiliate investments
( 5,905,453 )
+Added: loss on partial repurchase of 6.00 % Notes due December 30, 2026
+Added: in Unrealized Appreciation/(Depreciation) of Investments:
+Added: Non-controlled/non-affiliated
( 30,184,682 )
−Removed: Controlled investments
−Removed: Net Change in Unrealized Appreciation/(Depreciation) of Investments
( 109,553,034 )
+Added: Non-controlled/affiliate investments
( 1,947,553 )
−Removed: Net Change in Net Assets Resulting from Operations
+Added: Change in Unrealized Appreciation/(Depreciation) of Investments
( 18,968,978 )
( 111,563,592 )
−Removed: Net Change in Net Assets Resulting from Operations per Common Share:
−Removed: Weighted-Average Common Shares Outstanding
+Added: Change in Net Assets Resulting from Operations
+Added: $ ( 38,124,247 )
+Added: $ ( 132,177,053 )
+Added: Change in Net Assets Resulting from Operations per Common Share:
+Added: Weighted-Average
+Added: Common Shares Outstanding
accompanying notes to consolidated financial statements.
−Removed: (1) Includes interest income earned on idle cash.
−Removed: to “Note 11 — Stock-Based Compensation” for more detail.
−Removed: of December 31, 2023, 2022, and 2021, there were no potentially dilutive securities outstanding.
−Removed: Refer to “Note 6 — Net Change in Net Assets Resulting from Operations per Common
−Removed: Share — Basic and Diluted”.
+Added: interest income earned on cash.
+Added: the year ended December 31, 2024, 3,870,969 potentially dilutive common shares were excluded
+Added: from the weighted-average common shares outstanding for diluted net decrease in net assets
+Added: resulting from operations per common share because the effect of these shares would have
+Added: been anti-dilutive.
+Added: For the year ended December 31, 2024, there were no potentially dilutive
+Added: securities outstanding.
+Added: Refer to “Note 6 — Net Change in Net Assets Resulting
+Added: from Operations per Common Share — Basic and Diluted”.
CAPITAL CORP.
1 unchanged sentence
STATEMENTS OF CHANGES IN NET ASSETS
−Removed: Year Ended December 31,
−Removed: Change in Net Assets Resulting from Operations
−Removed: Net investment loss
+Added: Ended December 31,
+Added: in Net Assets Resulting from Operations
+Added: investment loss
$ ( 13,951,287 )
1 unchanged sentence
$ ( 14,708,008 )
−Removed: Net realized gain/(loss) on investments
+Added: realized loss on investments
( 5,020,314 )
( 11,947,504 )
−Removed: Net change in unrealized appreciation/(depreciation) of investments
( 5,905,453 )
+Added: Realized loss on partial repurchase of 6.00% Notes due 2026
+Added: change in unrealized appreciation/(depreciation) of investments
( 18,968,978 )
−Removed: Net Change in Net Assets Resulting from Operations
( 111,563,592 )
+Added: Change in Net Assets Resulting from Operations
+Added: ( 38,124,247 )
+Added: ( 132,177,053 )
Distributions
−Removed: Dividends declared
( 3,441,824 )
+Added: Distributions
( 3,441,824 )
−Removed: Total Distributions
+Added: in Net Assets Resulting from Capital Transactions
+Added: of common stock from public offering
+Added: compensation (1)
+Added: of common stock
( 9,400,000 )
( 14,178,685 )
+Added: ( 21,452,541 )
Change in Net Assets Resulting from Capital Transactions
−Removed: Issuance of common stock from public offering
−Removed: Stock-based compensation (1)
−Removed: Issuance of common stock from conversion of 4.75 % Convertible Notes due 2023
−Removed: Issuance of common stock from stock dividend
−Removed: Repurchases of common stock
( 7,661,313 )
( 11,729,878 )
−Removed: Net Change in Net Assets Resulting from Capital Transactions
( 19,207,045 )
+Added: Change in Net Assets
( 45,785,560 )
−Removed: Total Change in Net Assets
( 6,663,056 )
( 154,825,922 )
−Removed: Net Assets at Beginning of Year
−Removed: Net Assets at End of Year
+Added: at Beginning of Year
+Added: Assets at End of Year
$ 157,572,086
2 unchanged sentences
Capital Share Activity
−Removed: Shares outstanding at beginning of year
−Removed: Issuance of common stock from public offering
−Removed: Issuance of common stock under restricted stock plan, net (1)
−Removed: Issuance of common stock from conversion of 4.75 % Convertible Notes due 2023
−Removed: Issuance of common stock from stock dividend
−Removed: Shares repurchased
+Added: outstanding at beginning of year
+Added: of common stock from public offering
+Added: of common stock under restricted stock plan, net (1)
( 2,000,000 )
( 3,186,493 )
−Removed: Shares Outstanding at End of Year
+Added: ( 3,008,676 )
+Added: Outstanding at End of Year
accompanying notes to consolidated financial statements.
4 unchanged sentences
Year Ended December 31,
−Removed: Cash Flows from Operating Activities
−Removed: Net change in net assets resulting from operations
−Removed: $ ( 132,177,053 )
+Added: Flows from Operating Activities
+Added: Net change in
+Added: net assets resulting from operations
$ ( 38,124,247 )
−Removed: Adjustments to reconcile net change in net assets resulting from operations to net cash provided by/(used in) operating activities:
−Removed: Net realized (gain)/loss on investments
$ ( 132,177,053 )
−Removed: Net change in unrealized (appreciation)/depreciation of investments
+Added: to reconcile net change in net assets resulting from operations to net cash provided by/(used in) operating activities:
+Added: loss on investments
+Added: in unrealized (appreciation)/depreciation of investments
( 30,453,935 )
−Removed: Amortization of discount on 4.75 % Convertible Senior Notes due 2023
−Removed: Amortization of discount on 6.00 % Notes due 2026
−Removed: Stock-based compensation
−Removed: Adjustments to escrow proceeds receivable
−Removed: Accrued interest on U.S.
+Added: of discount on 6.00 % Notes due 2026
+Added: of discount on 6.50 % Convertible Notes due 2029
+Added: to escrow proceeds receivable
+Added: interest on U.S.
Treasury bills
−Removed: Forfeited interest on 4.75 % Convertible Senior Notes due 2023
−Removed: Purchases of investments in:
−Removed: Portfolio investments
+Added: of investments in:
( 75,064,900 )
1 unchanged sentence
( 22,783,388 )
−Removed: Treasury bills
( 253,585,717 )
( 184,172,673 )
−Removed: Proceeds from sales or maturity of investments in:
−Removed: Portfolio investments
−Removed: Treasury bills
−Removed: Change in operating assets and liabilities:
−Removed: Prepaid expenses and other assets
−Removed: Interest and dividends receivable
+Added: from sales or maturity of investments in:
+Added: in operating assets and liabilities:
proceeds receivable
−Removed: Escrow proceeds receivable
−Removed: ( 1,194,183 )
−Removed: Payable for securities purchased
−Removed: ( 134,250,000 )
−Removed: Accounts payable and accrued expenses
−Removed: Income tax payable
−Removed: Accrued interest payable
−Removed: Net Cash Provided by/(Used in) Operating Activities
+Added: expenses and other assets
+Added: and dividends receivable
+Added: payable and accrued expenses
+Added: interest payable
+Added: Cash Provided by /(Used in) Operating Activities
( 110,559,593 )
−Removed: Cash Flows from Financing Activities
−Removed: Proceeds from the issuance of common stock, net
−Removed: Proceeds from the issuance of 6.00 % Notes due 2026
−Removed: Redemption of 4.75 % Convertible Senior Notes due 2023
+Added: from Financing Activities
+Added: Proceeds from the issuance
+Added: of common stock, net
+Added: Gross proceeds from the issuance
+Added: of 6.50 % Convertible Notes due 2029
Deferred debt issuance costs
( 1,021,789 )
+Added: Repurchases of 6.00 % Notes
+Added: ( 30,076,852 )
+Added: Realized loss on partial repurchase
+Added: of 6.00 % Notes due 2026
Repurchases of common stock
1 unchanged sentence
( 14,178,685 )
+Added: ( 21,452,541 )
+Added: Deferred financing costs
Cash dividends paid
( 26,535,702 )
+Added: Used in Financing Activities
( 10,512,351 )
−Removed: Cash paid for fractional shares
−Removed: Deferred financing costs
−Removed: Net Cash Used in Financing Activities
( 14,322,342 )
( 47,759,887 )
+Added: Total Decrease
+Added: in Cash Balance
( 8,142,712 )
−Removed: Total Increase/(Decrease) in Cash Balance
( 11,939,246 )
( 158,319,480 )
−Removed: Cash Balance at Beginning of Year
−Removed: Cash Balance at End of Year
−Removed: Supplemental Information:
+Added: Cash Balance at Beginning
+Added: at End of Year
Interest paid
−Removed: Conversion of 4.75 % Convertible Senior Notes due 2023
+Added: Right of use asset obtained
+Added: in exchange for operating lease liabilities
accompanying notes to consolidated financial statements.
2 unchanged sentences
SCHEDULE OF INVESTMENTS
−Removed: Portfolio Investments *
+Added: Investments *
Headquarters/
−Removed: Date of Initial
NON-CONTROLLED/NON-AFFILIATE
−Removed: Learneo, Inc.
−Removed: (f/k/a Course
+Added: Opportunity 2 LP **(8)
+Added: Interest, Class A 10% *** **(8)
+Added: AI Infrastructure
+Added: Type One Deep Ventures Fund LLC **(9)
+Added: Petersburg, FL
+Added: Membership Interest, Class
+Added: AI Application Fund
+Added: (f/k/a Course Hero, Inc.)
Redwood City, CA
1 unchanged sentence
Online Education
−Removed: Preferred shares, Series C 8%
+Added: shares, Series C 8%
Online Education
−Removed: ServiceTitan, Inc.
−Removed: Common shares
−Removed: Contractor Management Software
−Removed: Blink Health, Inc.
−Removed: Preferred shares, Series A
+Added: shares, Series A
+Added: Pharmaceutical
+Added: shares, Series C
Pharmaceutical Technology
Preferred shares, Series C
−Removed: Locus Robotics Corp.
−Removed: Wilmington, MA
+Added: Fitness Technology
+Added: ServiceTitan,
+Added: Common shares (3) **(16)(3)
+Added: Contractor Management Software
+Added: Membership Interest **(15)
+Added: AI Infrastructure Fund
+Added: Sydney, Australia
+Added: Common shares **
+Added: Productivity Software
+Added: Common shares
+Added: Supply Chain Technology
+Added: Robotics Corp.
Preferred shares, Series F
Warehouse Automation
−Removed: Preferred shares, Series C
−Removed: Fitness Technology
+Added: Common shares
+Added: AI Infrastructure
+Added: shares, Series A
+Added: AI Infrastructure
+Added: (d/b/a Liquid Death)
+Added: Los Angeles, CA
+Added: Preferred shares, Series F-1
+Added: Lifestyle Beverage Brand
Enterprises, Inc.
2 unchanged sentences
Home Improvement Finance
−Removed: Preferred shares, Series B-2 (13)
−Removed: Preferred shares, Series B-3 (13)
+Added: Preferred shares, Series
+Added: Home Improvement Finance
+Added: Preferred shares, Series
+Added: Home Improvement Finance
Preferred shares, Series B-4
−Removed: Common Warrants, Strike Price $0.01, Expiration
−Removed: Date 7/12/2026 (13)
−Removed: Common shares
−Removed: Supply Chain Technology
+Added: Home Improvement Finance
+Added: Warrants, Strike Price $0.01, Expiration Date 7/12/2026
+Added: Home Improvement Finance
Technologies, Inc.
1 unchanged sentence
Real Estate Platform
−Removed: Senior Preferred shares, Series 2 (12)
+Added: Preferred shares, Series 2 8%
+Added: Real Estate Platform
Senior Preferred shares, Series
+Added: Real Estate Platform
Common shares
−Removed: Global Ventures 4 Plus Pte Ltd **
−Removed: Singapore, Singapore
−Removed: Limited Partner Fund Investment (8) **(8)
−Removed: Venture Investment Fund
−Removed: Neutron Holdings, Inc.
+Added: Real Estate Platform
+Added: Holdings, Inc.
+Added: (d/b/a/ Lime)
San Francisco, CA
−Removed: Junior Preferred shares, Series 1-D
+Added: Junior Preferred shares, Series
Micromobility
Preferred Convertible Note 4% Due 5/11/2027 ***
−Removed: Common Warrants, Strike Price $0.01, Expiration
−Removed: Date 5/11/2027
−Removed: San Francisco, CA
−Removed: Common shares (3) **(3)
−Removed: Online Marketplace Finance
−Removed: San Francisco, CA
−Removed: Preferred shares
−Removed: Mobile Access Technology
−Removed: Simple Agreement for Future Equity
−Removed: Homes for Rent, LLC (d/b/a Second Avenue)
−Removed: Preferred shares, Series A (6) (6)
−Removed: Real Estate Platform
−Removed: San Francisco, CA
−Removed: Common shares **
−Removed: Financial Services
+Added: Micromobility
+Added: Warrants, Strike Price $0.01, Expiration Date 5/11/2027
+Added: Micromobility
accompanying notes to consolidated financial statements.
2 unchanged sentences
SCHEDULE OF INVESTMENTS - continued
−Removed: Portfolio Investments *
+Added: Investments *
Headquarters/
−Removed: Date of Initial
−Removed: Aventine Property Group,
+Added: Industry (15)
+Added: Global Ventures 4 Plus Pte Ltd **(10)
+Added: Singapore, Singapore
+Added: Limited Partner
+Added: Fund Investment **(10)
+Added: Venture Investment
+Added: San Francisco, CA
+Added: Preferred shares, Series C
+Added: Mobile Access Technology
+Added: Agreement for Future Equity
+Added: Mobile Access Technology
Common shares **
−Removed: Cannabis REIT
+Added: shares, Investec Series **
Holdings Limited (d/b/a Xpoint) (7)(12)
Philadelphia, PA
−Removed: Convertible Note 6%, Due 10/17/2024 (4) **(7)(4)
+Added: Preferred shares, Series A-1 (7)(12)
Geolocation Technology
+Added: Series A-1 Warrants, Strike
+Added: Price $0.0001, Expiration Date 5/14/2044 (7)(12)
+Added: Geolocation Technology
+Added: A Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (7)(12)
+Added: Geolocation Technology
+Added: Total (7)(12)
+Added: Holdings, Inc.
+Added: (d/b/a PublicSquare)
+Added: West Palm Beach, FL
+Added: Warrants, Strike Price $11.50, Expiration Date 7/19/2028 (3)
+Added: E-Commerce Marketplace
+Added: Homes for Rent, LLC (d/b/a Second Avenue) (11)
+Added: Preferred shares, Series A (11)
+Added: Real Estate Platform
+Added: San Francisco, CA
+Added: Common shares **
+Added: Financial Services
+Added: Common shares (3) (3)
+Added: Online Education
Streaming Solutions Inc.
1 unchanged sentence
Las Vegas, NV
−Removed: Simple Agreement for Future Equity (7)
−Removed: Interactive Media & Services
+Added: Simple Agreement for Future
+Added: Interactive Media &
+Added: Property Group, Inc.
+Added: Common shares *** ***
+Added: Cannabis REIT
+Added: Francisco, CA
+Added: Common shares (3) (3)
+Added: Online Marketplace Finance
(d/b/a Prophet Exchange) (7)
−Removed: Simple Agreement for Future Equity (7)
+Added: Simple Agreement for Future
Sports Betting
−Removed: Sponsor LLC ** (10)(14)
−Removed: Common shares, Class B **(10)(14)
−Removed: Special Purpose Acquisition Company
−Removed: Common shares, Class A **(10)(14)
−Removed: Total **(10)(14)
−Removed: Skillsoft Corp.
−Removed: Common shares (3) **(3)
−Removed: Online Education
−Removed: (d/b/a Compliable) (7)
−Removed: Preferred shares, Series Seed-4 (7)
−Removed: Gaming Licensing
Markets, Inc.
2 unchanged sentences
Gaming Technology
−Removed: Sponsor VII LLC ** (10)
−Removed: Common share units **(10)
−Removed: Special Purpose Acquisition Company
−Removed: Warrant units **(10)
−Removed: Nextdoor Holdings, Inc.**
−Removed: San Francisco, CA
−Removed: Common shares, Class B (3) **(3)
−Removed: Social Networking
−Removed: Technology, Inc.
−Removed: (d/b/a FanPower) (7)
+Added: (d/b/a Compliable) (7)
Preferred shares, Series Seed-4 (7)
−Removed: Digital Media Technology
−Removed: Kinetiq Holdings, LLC
+Added: Gaming Licensing
+Added: Holdings, LLC
Philadelphia, PA
1 unchanged sentence
Social Data Platform
−Removed: Singapore, Singapore
−Removed: Common shares **
−Removed: Retail Technology
−Removed: Preferred shares, Investec Series **
−Removed: Partners, Inc.
−Removed: Marina Del Rey, CA
−Removed: Preferred shares, Series A
−Removed: Financial Services
−Removed: Preferred shares, Series C-3
−Removed: Fullbridge, Inc.
+Added: Holdings, Inc.
+Added: (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.)
+Added: shares, Series A
+Added: Credit Services
+Added: Preferred shares, Series
+Added: Credit Services
+Added: accompanying notes to consolidated financial statements.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: SCHEDULE OF INVESTMENTS - continued
+Added: Investments *
+Added: Headquarters/
+Added: Industry (15)
Cambridge, MA
2 unchanged sentences
Note 1.47%, Due 11/9/2021 (4)(13) (4)(13)
−Removed: Treehouse Real Estate Investment
+Added: Business Education
+Added: Real Estate Investment Trust, Inc.
Common shares *** ***
Cannabis REIT
−Removed: Total Non-controlled/Non-affiliate
+Added: Non-controlled/Non-affiliate
$ 234,601,314
$ 198,511,915
−Removed: accompanying notes to consolidated financial statements.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: SCHEDULE OF INVESTMENTS - continued
−Removed: Portfolio Investments *
−Removed: Headquarters/
−Removed: Date of Initial
NON-CONTROLLED/AFFILIATE (1)
−Removed: StormWind, LLC (5)
Scottsdale, AZ
2 unchanged sentences
Preferred shares, Series C
+Added: Interactive Learning
Preferred shares, Series B
−Removed: Preferred shares, Series A 8% (1)(5)
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSquare) ** (3)(15)
−Removed: West Palm Beach, FL
−Removed: Common shares, Class A **(1)(3)(15)
−Removed: E-Commerce Marketplace
−Removed: Warrants, Strike Price $11.50, Expiration Date 7/19/2028 **(1)(3)(15)
+Added: Interactive Learning
+Added: shares, Series A 8% (1)(14)
+Added: Interactive Learning
Total (1)(14)
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV,
−Removed: San Mateo, CA
−Removed: Derivative Security, Expiration
−Removed: Date 8/23/2024 (9) (1)(9)
−Removed: Global Innovation Platform
−Removed: Promissory Note 8% Due 8/23/2024 (4) (1)(4)
−Removed: Maven Research, Inc.
+Added: Research, Inc.
San Francisco, CA
1 unchanged sentence
Knowledge Networks
−Removed: Preferred shares, Series B (1)
−Removed: Curious.com, Inc.
+Added: shares, Series B
+Added: Knowledge Networks
Menlo Park, CA
1 unchanged sentence
Online Education
−Removed: Total Non-controlled/Affiliate (1)
+Added: Non-controlled/Affiliate
CONTROLLED (2)
−Removed: Architect Capital PayJoy
−Removed: San Francisco, CA
−Removed: Membership Interest in Lending SPV*** **(2)***
−Removed: Mobile Finance Technology
Sponsor II LLC **(6)
1 unchanged sentence
Class B Units **(2)(6)
−Removed: Special Purpose Acquisition Company
−Removed: Class W Units **(2)(10)
+Added: Special Purpose Acquisition
+Added: W Units **(2)(6)
+Added: Special Purpose Acquisition
Total **(2)(6)
−Removed: (f/k/a GSV Sustainability
−Removed: Partners, Inc.)
−Removed: Cupertino, CA
−Removed: Preferred shares, Class A (2)
−Removed: Clean Technology
−Removed: Common shares (2)
−Removed: Total Controlled (2)
−Removed: Total Portfolio Investments
−Removed: $ 212,541,198
−Removed: $ 184,081,249
−Removed: Treasury bill, 0%, due 3/28/2024*** (3)***
−Removed: Treasury bill, 0%, due 6/27/2024*** (3)***
−Removed: TOTAL INVESTMENTS
+Added: Controlled (2)
+Added: Portfolio Investments
$ 256,809,654
5 unchanged sentences
portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise
−Removed: Equity investments are subject to lock-up restrictions upon their initial public
−Removed: offering (“IPO”).
−Removed: Preferred dividends are generally only payable when declared
−Removed: and paid by the portfolio company’s board of directors.
−Removed: The Company’s directors,
−Removed: officers, employees and staff, as applicable, may serve on the board of directors of the
−Removed: Company’s portfolio investments.
−Removed: (Refer to “Note 3—Related-Party Arrangements”).
−Removed: All portfolio investments are considered Level 3 and valued using significant unobservable
−Removed: inputs, unless otherwise noted.
−Removed: (Refer to “Note 4—Investments at Fair Value”).
−Removed: All of the Company’s portfolio investments are restricted as to resale, unless otherwise
−Removed: noted, and were valued at fair value as determined in good faith by the Company’s Board
−Removed: of Directors.
−Removed: (Refer to “Note 2—Significant Accounting Policies— Investments
−Removed: at Fair Value ”).
+Added: Equity investments may be subject to lock-up restrictions upon their initial
+Added: public offering (“IPO”).
+Added: Preferred dividends are generally only payable when
+Added: declared and paid by the portfolio company’s board of directors.
+Added: SuRo Capital Corp.’s (the “Company’s”)
+Added: directors, officers, employees and staff, as applicable, may serve on the board of directors
+Added: of the Company’s portfolio investments.
+Added: (Refer to “Note 3—Related-Party
+Added: Arrangements”).
+Added: All portfolio investments are considered Level 3 and valued using significant
+Added: unobservable inputs, unless otherwise noted.
+Added: (Refer to “Note 4—Investments at
+Added: Fair Value”).
+Added: All of the Company’s portfolio investments are restricted as to
+Added: resale, unless otherwise noted, and were valued at fair value as determined in good faith
+Added: by the Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant Accounting
+Added: Policies— Investments at Fair Value ”).
assets that SuRo Capital Corp.
2 unchanged sentences
Of the Company’s total investments as of December 31, 2024, 39.56 % of its total investments
−Removed: are non-qualifying assets.
+Added: are non-qualifying assets, excluding cash and short-term US treasuries.
*** Investment
25 unchanged sentences
of December 31, 2024, the investments noted had been placed on non-accrual status.
−Removed: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
−Removed: wholly owned subsidiary, GSVC SW Holdings, Inc.
−Removed: Capital Corp.’s investment in preferred shares of Residential Homes for Rent, LLC
−Removed: (d/b/a Second Avenue) are held through SuRo Capital Corp.’s wholly owned subsidiary,
−Removed: GSVC AV Holdings, Inc.
+Added: (5) Represents
+Added: the respective number of shares, principal amount, fund commitment, or membership interest.
+Added: an investment that is the sponsor of a special purpose acquisition company formed for the
+Added: purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
+Added: reorganization or similar business combination with one or more businesses.
Capital Corp.’s investments in Commercial Streaming Solutions Inc.
(d/b/a BettorView),
−Removed: YouBet Technology, Inc.
−Removed: (d/b/a FanPower), Rebric, Inc.
−Removed: (d/b/a Compliable), EDGE Markets,
−Removed: Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc.
−Removed: (d/b/a Prophet Exchange)
−Removed: are held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports,
−Removed: LLC (“SuRo Sports”).
+Added: (d/b/a Compliable), EDGE Markets, Inc., Xgroup Holdings Limited (d/b/a Xpoint),
+Added: and Stake Trade, Inc.
+Added: (d/b/a Prophet Exchange) are held through SuRo Capital Corp.’s
+Added: wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).
+Added: Opportunity 2 LP is a special purpose vehicle (“SPV”) for which the Class A Interest
+Added: is solely invested in the Series C Preferred Shares of CoreWeave, Inc.
+Added: SuRo Capital Corp.
+Added: in the Series C Preferred Shares of CoreWeave, Inc.
+Added: through its investment in the Class A
+Added: Interest of CW Opportunity 2 LP.
+Added: The Series C Preferred Shares of CoreWeave, Inc.
+Added: a 10 % per annum dividend, paid quarterly in cash or in-kind.
+Added: CW Opportunity 2 LP does not charge a management
+Added: fee but does charge an incentive fee of 20 %, subject to an annual 15 % IRR hurdle rate.
+Added: Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely
+Added: invested in the Convertible Interest Rights of OpenAI Global, LLC.
+Added: SuRo Capital Corp.
+Added: in the Convertible Interest Rights of OpenAI Global, LLC through its investment in the Class A Interest
+Added: of ARK Type One Deep Ventures Fund LLC.
+Added: ARK Type One Deep Ventures Fund LLC charges a 1 %
+Added: management fee per year, and an incentive fee of 10 %, not subject to a hurdle rate.
+Added: The management fees will adjust the
+Added: cost of SuRo Capital Corp.’s investment in the fund.
Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through
SuRo Capital Corp.’s wholly owned subsidiary, GSVC SVDS Holdings, Inc.
−Removed: 2023, the previously unfunded capital commitment of $ 1.3 million was deemed fully contributed
−Removed: in lieu of cash distributions.
−Removed: On March 31, 2023, the full $ 2.0 million capital commitment
−Removed: to True Global Ventures 4 Plus Fund LP had been called and funded.
−Removed: August 23, 2019, SuRo Capital Corp.
−Removed: amended the structure of its investment in OneValley,
−Removed: (f/k/a NestGSV, Inc.).
−Removed: As part of the agreement, SuRo Capital Corp.’s equity holdings
−Removed: (warrants notwithstanding) were restructured into a derivative security.
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period,
−Removed: ending August 23, 2024, while SuRo Capital Corp.
−Removed: can put the shares to OneValley, Inc.
−Removed: NestGSV, Inc.) at the end of the five year period.
−Removed: an investment that is the sponsor of a special purpose acquisition company formed for the
−Removed: purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
−Removed: reorganization or similar business combination with one or more businesses.
+Added: True Global Ventures 4 Plus Pte Ltd charges a 1.8 % management fee and a 22.5 % incentive fee, subject to an annual
+Added: 5 % IRR hurdle rate.
+Added: Capital Corp.’s investment in Residential Homes for Rent, LLC (d/b/a Second Avenue)
+Added: is held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.
+Added: May 14, 2024, as part of Xgroup Holding Limited (d/b/a Xpoint)’s most recent financing
+Added: round, SuRo Capital Corp.’s 6% Convertible Note due October 17, 2024 was converted
+Added: into Series A-1 Shares, Series A Warrants, and Series A-1 Warrants.
November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with
the Company became past due.
−Removed: January 13, 2023, SuRo Capital Corp.
−Removed: invested $ 2.0 million in Orchard Technologies, Inc.’s
−Removed: Series 1 Senior Preferred financing round.
−Removed: As part of the transaction, SuRo Capital Corp.
−Removed: exchanged a portion of its existing Series D Preferred shares investment for Series 1 Senior
−Removed: Preferred shares, Series 2 Senior Preferred shares, and Common shares.
−Removed: Additionally, SuRo
−Removed: Capital Corp.’s previous investment in the Simple Agreement for Future Equity was converted
−Removed: into additional Series 1 Senior Preferred shares.
−Removed: July 12, 2023, SuRo Capital Corp.
−Removed: invested $ 0.5 million in Shogun Enterprises, Inc.
−Removed: Hearth)’s Series B-4 Preferred financing round.
−Removed: As part of the transaction, the previous
−Removed: investment in the Convertible Note was converted into Series B-3 Preferred shares.
−Removed: Additionally,
+Added: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
+Added: wholly owned subsidiary, GSVC SW Holdings, Inc.
+Added: LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
SuRo Capital Corp.
−Removed: received Common Warrants as part of the transaction.
−Removed: July 11, 2023, AltC Acquisition Corp.
−Removed: announced it signed a definitive agreement to merge
−Removed: with Oklo, Inc.
−Removed: As part of the transaction, SuRo Capital Corp.’s Share units converted
−Removed: to 24,900 Class A Common shares and 214,400 Class B Common shares.
−Removed: July 19, 2023, Colombier Acquisition Corp.
−Removed: (“Colombier”) stockholders approved
−Removed: a business combination with PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) and related proposals at
−Removed: a special meeting.
−Removed: Also on July 19, 2023, PSQ Holdings, Inc.
−Removed: announced that it had consummated
−Removed: the business combination with Colombier pursuant to a merger agreement between the parties,
−Removed: creating the resultant combined company PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare).
−Removed: Corp.’s shares of PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) Class A Common shares are subject
−Removed: to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc.
−Removed: are freely tradable.
+Added: is invested in
+Added: the Series B Preferred Shares of VAST Data, Ltd.
+Added: through its investment in the Membership Interest of IH10, LLC.
+Added: IH10, LLC does not
+Added: charge a management or an incentive fee;
+Added: however, SuRo Capital Corp.
+Added: has prepaid operating expenses.
+Added: Accordingly, these will adjust
+Added: the total cost basis of SuRo Capital Corp.’s investment.
+Added: of December 31, 2024, SuRo Capital Corp.’s shares of ServiceTitan, Inc.
+Added: were not registered and were therefore subject to certain restrictions on
+Added: sale or transfer for which the Company has applied a discount to the closing public share price as of year-end.
+Added: The Company anticipates
+Added: the shares will be registered and freely tradable in June 2025.
CAPITAL CORP.
1 unchanged sentence
SCHEDULE OF INVESTMENTS
−Removed: Portfolio Investments *
+Added: Investments *
Headquarters/
−Removed: Date of Initial
+Added: of Initial Investment
NON-CONTROLLED/NON-AFFILIATE
−Removed: Learneo, Inc.
−Removed: (f/k/a Course
+Added: (f/k/a Course Hero, Inc.)
Redwood City, CA
−Removed: Preferred shares, Series A 8%
+Added: Preferred shares,
Online Education
−Removed: Preferred shares, Series C 8%
+Added: shares, Series C 8%
Online Education
−Removed: Blink Health, Inc.
−Removed: Preferred shares, Series A
−Removed: Pharmaceutical Technology
−Removed: Preferred shares, Series C
−Removed: Orchard Technologies, Inc.
−Removed: Preferred shares, Series D
−Removed: Real Estate Platform
−Removed: Simple Agreement for Future Equity
−Removed: Locus Robotics Corp.
+Added: ServiceTitan,
+Added: Common shares
+Added: Contractor Management Software
+Added: shares, Series A
+Added: Pharmaceutical
+Added: shares, Series C
+Added: Pharmaceutical
+Added: Robotics Corp.
Wilmington, MA
1 unchanged sentence
Warehouse Automation
−Removed: Partners, Inc.
−Removed: Marina Del Rey, CA
−Removed: Preferred shares, Series A
−Removed: Financial Services
Preferred shares, Series C
−Removed: Preferred shares, Series C
Fitness Technology
−Removed: San Francisco, CA
−Removed: Common shares (3)(14) **(3)(14)
−Removed: Online Marketplace Finance
−Removed: Nextdoor Holdings, Inc.
−Removed: San Francisco, CA
−Removed: Common shares, Class B (3) **(3)
−Removed: Social Networking
−Removed: NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage
−Removed: Real Estate Corp.) **
−Removed: New Canaan, CT
−Removed: Common shares*** (3) **(3)***
−Removed: Cannabis REIT
−Removed: Shogun Enterprises, Inc.
+Added: Enterprises, Inc.
(d/b/a Hearth) (13)
1 unchanged sentence
Home Improvement Finance
+Added: Preferred shares, Series
+Added: Improvement Finance
+Added: Preferred shares, Series
+Added: Improvement Finance
Preferred shares, Series B-4 (13)
−Removed: Convertible Note 0.5%, Due 4/18/2024*** ***
+Added: Improvement Finance
+Added: Warrants, Strike Price $0.01, Expiration Date 7/12/2026 (13)
+Added: Improvement Finance
+Added: Common shares
+Added: Supply Chain Technology
+Added: Technologies, Inc.
+Added: Preferred shares, Series D
+Added: Real Estate Platform
+Added: Senior Preferred shares, Series
+Added: Real Estate Platform
+Added: Senior Preferred shares, Series
+Added: Real Estate Platform
+Added: Common shares (12)
+Added: Real Estate Platform
Global Ventures 4 Plus Pte Ltd **
2 unchanged sentences
Venture Investment Fund
−Removed: Homes for Rent, LLC (d/b/a Second Avenue)
−Removed: Preferred shares, Series
−Removed: Real Estate Platform
−Removed: loan 15%, Due 12/23/2023*** (11) ***(11)
−Removed: Singapore, Singapore
+Added: Holdings, Inc.
+Added: (d/b/a/ Lime)
+Added: San Francisco, CA
+Added: Junior Preferred shares, Series
+Added: Micromobility
+Added: Preferred Convertible Note 4% Due 5/11/2027 *** ***
+Added: Micromobility
+Added: Warrants, Strike Price $0.01, Expiration Date 5/11/2027
+Added: Micromobility
+Added: Francisco, CA
Common shares (3) **(3)
−Removed: Retail Technology
−Removed: Preferred shares, Investec Series **
+Added: Online Marketplace Finance
San Francisco, CA
1 unchanged sentence
Mobile Access Technology
−Removed: Aventine Property Group,
−Removed: Common shares*** ***
−Removed: Cannabis REIT
−Removed: Varo Money, Inc.
+Added: Agreement for Future Equity
+Added: Mobile Access Technology
+Added: Homes for Rent, LLC (d/b/a Second Avenue)
+Added: Preferred shares, Series A (6) (6)
+Added: Real Estate Platform
San Francisco, CA
5 unchanged sentences
SCHEDULE OF INVESTMENTS - continued
−Removed: Portfolio Investments *
+Added: Investments *
Headquarters/
−Removed: Date of Initial
−Removed: Skillsoft Corp.**
+Added: of Initial Investment
+Added: Property Group, Inc.
Common shares*** ***
−Removed: Online Education
+Added: Cannabis REIT
+Added: Holdings Limited (d/b/a Xpoint) ** (7)
+Added: Philadelphia, PA
+Added: Convertible Note 6%, Due 10/17/2024 (4) **(7)(4)
+Added: Geolocation Technology
Streaming Solutions Inc.
1 unchanged sentence
Las Vegas, NV
−Removed: Simple Agreement for Future Equity (7)
−Removed: Interactive Media & Services
+Added: Simple Agreement for Future
+Added: Interactive Media &
+Added: (d/b/a Prophet Exchange) (7)
+Added: Simple Agreement for Future
+Added: Sports Betting
+Added: Sponsor LLC ** (10)(14)
+Added: Common shares, Class B **(10)(14)
+Added: Special Purpose Acquisition
+Added: shares, Class A **(10)(14)
+Added: Special Purpose Acquisition
+Added: Total **(10)(14)
+Added: Common shares (3) **(3)
+Added: Online Education
(d/b/a Compliable) (7)
1 unchanged sentence
Gaming Licensing
−Removed: Holdings Limited (d/b/a Xpoint) ** (7)
−Removed: Convertible Note 6%, Due 8/17/2023*** **(7)***
−Removed: Geolocation Technology
−Removed: Technology, Inc.
−Removed: (d/b/a FanPower) (7)
−Removed: Preferred shares, Series Seed-2 (7)
−Removed: Digital Media Technology
Markets, Inc.
4 unchanged sentences
Common share units **(10)
−Removed: Special Purpose Acquisition Company
−Removed: Warrant units **(12)
−Removed: Sponsor LLC ** (12)
−Removed: Share units **(12)
−Removed: Special Purpose Acquisition Company
−Removed: Rent the Runway, Inc.
−Removed: Common shares (3) **(3)
−Removed: Subscription Fashion Rental
−Removed: Sponsor VI LLC ** (12)
−Removed: Common share units **(12)
−Removed: Special Purpose Acquisition Company
−Removed: Warrant units **(12)
−Removed: Common shares (3) **(3)
−Removed: Education Software
−Removed: Neutron Holdings, Inc.
+Added: Special Purpose Acquisition
+Added: Special Purpose Acquisition
+Added: Holdings, Inc.**
San Francisco, CA
−Removed: Junior Preferred shares, Series 1-D
−Removed: Micromobility
−Removed: Preferred Convertible Note 4% Due 5/11/2027 (4) (4)
−Removed: Common Warrants, Strike Price $0.01, Expiration
−Removed: Date 5/11/2027
−Removed: Fullbridge, Inc.
+Added: Common shares, Class B (3) **(3)
+Added: Technology, Inc.
+Added: (d/b/a FanPower) (7)
+Added: Preferred shares, Series Seed-2 (7)
+Added: Digital Media Technology
+Added: Holdings, LLC
+Added: Philadelphia, PA
+Added: Common shares, Class A
+Added: Social Data Platform
+Added: Common shares **
+Added: shares, Investec Series **
+Added: Partners, Inc.
+Added: shares, Series A
+Added: Preferred shares, Series
Cambridge, MA
2 unchanged sentences
Note 1.47%, Due 11/9/2021 (4)(11) (4)(11)
−Removed: Treehouse Real Estate Investment
+Added: Real Estate Investment Trust, Inc.
Common shares
Cannabis REIT
−Removed: Kinetiq Holdings, LLC
−Removed: Philadelphia, PA
−Removed: Common shares, Class A
−Removed: Social Data Platform
−Removed: Total Non-controlled/Non-affiliate
+Added: Non-controlled/Non-affiliate
$ 160,994,161
4 unchanged sentences
SCHEDULE OF INVESTMENTS - continued
−Removed: Portfolio Investments *
+Added: Investments *
Headquarters/
−Removed: Date of Initial
+Added: of Initial Investment
NON-CONTROLLED/AFFILIATE (1)
Scottsdale, AZ
−Removed: Preferred shares, Series D 8% (1)(5)
−Removed: Interactive Learning
+Added: Preferred shares,
+Added: Series D 8% (1)(5)
Preferred shares, Series C
Preferred shares, Series B
−Removed: Preferred shares, Series A 8% (1)(5)
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV,
+Added: shares, Series A 8% (1)(5)
+Added: Holdings, Inc.
+Added: (d/b/a PublicSquare) ** (3)(15)
+Added: West Palm Beach, FL
+Added: Common shares, Class A **(1)(3)(15)
+Added: E-Commerce Marketplace
+Added: Strike Price $11.50, Expiration Date 7/19/2028 **(1)(3)(15)
+Added: E-Commerce Marketplace
+Added: Total **(1)(3)(15)
+Added: (f/k/a NestGSV, Inc.)
San Mateo, CA
2 unchanged sentences
Global Innovation Platform
−Removed: Convertible Promissory Note
−Removed: 8% Due 8/23/2024 (4)(10) (1)(4)(10)
−Removed: Preferred Warrant Series B, Strike Price $2.31,
−Removed: Expiration Date 12/31/2023 (1)
−Removed: Ozy Media, Inc.
−Removed: Mountain View, CA
−Removed: Preferred shares, Series C-2 6% (1)
−Removed: Digital Media Platform
−Removed: Preferred shares, Series B 6% (1)
−Removed: Preferred shares, Series A 6% (1)
−Removed: Preferred shares, Series Seed 6% (1)
−Removed: Common Warrants, Strike Price $0.01, Expiration
−Removed: Date 4/9/2028 (1)
−Removed: Maven Research, Inc.
+Added: Promissory Note 8% Due 8/23/2024 (4) (1)(4)
+Added: Global Innovation Platform
+Added: Research, Inc.
San Francisco, CA
1 unchanged sentence
Knowledge Networks
−Removed: Preferred shares, Series B (1)
−Removed: Curious.com, Inc.
+Added: shares, Series B (1)
+Added: Knowledge Networks
Menlo Park, CA
1 unchanged sentence
Online Education
−Removed: Total Non-controlled/Affiliate (1)
+Added: Non-controlled/Affiliate (1)
CONTROLLED (2)
−Removed: Architect Capital PayJoy SPV, LLC **
+Added: Capital PayJoy SPV, LLC**
San Francisco, CA
−Removed: Membership Interest in Lending SPV*** **(2)***
+Added: Membership Interest in Lending
+Added: SPV*** **(2)***
Mobile Finance Technology
−Removed: Sponsor LLC ** (12)
+Added: Sponsor II LLC ** (10)
+Added: Palm Beach, FL
Class B Units **(2)(10)
+Added: Special Purpose Acquisition
+Added: W Units **(2)(10)
Special Purpose Acquisition Company
−Removed: Class W Units (2)**(12)
Total **(2)(10)
−Removed: (f/k/a GSV Sustainability
−Removed: Partners, Inc.)
+Added: (f/k/a GSV Sustainability Partners, Inc.)
Cupertino, CA
2 unchanged sentences
Common shares (2)
−Removed: Total Controlled (2)
−Removed: Total Portfolio Investments
+Added: Clean Technology
+Added: Controlled (2)
+Added: Portfolio Investments
$ 212,541,198
3 unchanged sentences
Treasury bill, 0%, due 6/27/2024*** (3)***
−Removed: TOTAL INVESTMENTS
$ 276,333,902
55 unchanged sentences
wholly owned subsidiary, GSVC SW Holdings, Inc.
−Removed: Capital Corp.’s investments in preferred shares of Residential Homes for Rent, LLC
−Removed: (d/b/a Second Avenue) are held through SuRo Capital Corp.’s wholly owned subsidiary,
−Removed: GSVC AV Holdings, Inc.
+Added: Capital Corp.’s investment in preferred shares of Residential Homes for Rent, LLC (d/b/a
+Added: Second Avenue) are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC
+Added: AV Holdings, Inc.
Capital Corp.’s investments in Commercial Streaming Solutions Inc.
3 unchanged sentences
(d/b/a Compliable), EDGE Markets,
−Removed: Inc., and Xgroup Holdings Limited (d/b/a Xpoint) are held through SuRo Capital Corp.’s
−Removed: wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).
+Added: Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc.
+Added: (d/b/a Prophet Exchange)
+Added: are held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports,
+Added: LLC (“SuRo Sports”).
Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through
SuRo Capital Corp.’s wholly owned subsidiary, GSVC SVDS Holdings, Inc.
−Removed: As of December
−Removed: 31, 2022, $ 0.7 million of a $ 2.0 million capital commitment to True Global Ventures 4 Plus
−Removed: Fund LP had been called and funded.
−Removed: (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital
−Removed: do not entitle SuRo Capital Corp.
−Removed: to a preferred dividend.
−Removed: SuRo Capital Corp.
−Removed: not anticipate that SPBRX, INC.
−Removed: will pay distributions on a quarterly or regular basis or
−Removed: become a predictable distributor of distributions.
+Added: 2023, the previously unfunded capital commitment of $ 1.3 million was deemed fully contributed
+Added: in lieu of cash distributions.
+Added: On March 31, 2023, the full $ 2.0 million capital commitment
+Added: to True Global Ventures 4 Plus Fund LP had been called and funded.
August 23, 2019, SuRo Capital Corp.
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NestGSV, Inc.) at the end of the five year period.
−Removed: the year ended December 31, 2022, approximately $ 1.2 million has been received from Residential
−Removed: Homes for Rent, LLC (d/b/a Second Avenue) related to the 15 % term loan due December 23, 2023.
−Removed: Of the proceeds received, approximately $ 1.0 million repaid a portion of the outstanding
−Removed: principal and the remaining was attributed to interest.
an investment that is the sponsor of a special purpose acquisition company formed for the
3 unchanged sentences
the Company became past due.
−Removed: March 22, 2022, Forge Global Holdings, Inc., completed its business combination with Motive
−Removed: Capital Corp.
−Removed: As a result of the transaction, each share of Forge Global, Inc.’s capital
−Removed: stock outstanding prior to the business combination was exchanged at the designated exchange
−Removed: ratio of approximately 3.123 .
−Removed: In addition, each warrant of Forge Global, Inc.
−Removed: was exchanged
−Removed: into warrants exercisable into common stock based on the exchange ratio of 3.123 .
−Removed: price of each converted warrant was determined by dividing the exercise price of the respective
−Removed: Forge Global, Inc.
−Removed: warrants by the exchange ratio, rounded to the nearest whole cent.
−Removed: and effective August 5, 2022, SuRo Capital Corp.
−Removed: notified Forge Global, Inc.
−Removed: of its intent
−Removed: to net exercise via cashless settlement its 230,144 common warrants in Forge Global, Inc.
−Removed: into 53,283 shares of Forge Global, Inc.’s public common stock, pursuant to the net
−Removed: exercise formula in the warrant agreement.
−Removed: The exercise was effectuated on September 30,
+Added: January 13, 2023, SuRo Capital Corp.
+Added: invested $ 2.0 million in Orchard Technologies, Inc.’s
+Added: Series 1 Senior Preferred financing round.
+Added: As part of the transaction, SuRo Capital Corp.
+Added: exchanged a portion of its existing Series D Preferred shares investment for Series 1 Senior
+Added: Preferred shares, Series 2 Senior Preferred shares, and Common shares.
+Added: Additionally, SuRo
+Added: Capital Corp.’s previous investment in the Simple Agreement for Future Equity was converted
+Added: into additional Series 1 Senior Preferred shares.
+Added: July 12, 2023, SuRo Capital Corp.
+Added: invested $ 0.5 million in Shogun Enterprises, Inc.
+Added: Hearth)’s Series B-4 Preferred financing round.
+Added: As part of the transaction, the previous
+Added: investment in the Convertible Note was converted into Series B-3 Preferred shares.
+Added: Additionally,
+Added: SuRo Capital Corp.
+Added: received Common Warrants as part of the transaction.
+Added: July 11, 2023, AltC Acquisition Corp.
+Added: announced it signed a definitive agreement to merge
+Added: with Oklo, Inc.
+Added: As part of the transaction, SuRo Capital Corp.’s Share units converted
+Added: to 24,900 Class A Common shares and 214,400 Class B Common shares.
+Added: July 19, 2023, Colombier Acquisition Corp.
+Added: (“Colombier”) stockholders approved
+Added: a business combination with PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) and related proposals
+Added: at a special meeting.
+Added: Also on July 19, 2023, PSQ Holdings, Inc.
+Added: announced that it had consummated
+Added: the business combination with Colombier pursuant to a merger agreement between the parties,
+Added: creating the resultant combined company PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare).
+Added: Corp.’s shares of PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) Class A Common shares are
+Added: subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc.
+Added: warrants are freely tradable.
CAPITAL CORP.
3 unchanged sentences
Capital Corp.
−Removed: (“we”, “us”, “our”, “Company” or “SuRo Capital”), formerly
+Added: (“we”, “us”, “our”, the “Company” or “SuRo Capital”), formerly
known as Sutter Rock Capital Corp.
4 unchanged sentences
company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be
−Removed: treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal
−Removed: Revenue Code of 1986, as amended (the “Code”).
+Added: treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue
+Added: Code of 1986, as amended (the “Code”).
Company’s date of inception was January 6, 2011, which is the date it commenced development stage activities.
2 unchanged sentences
Prior to November 24, 2021, the Company’s common stock traded on the Nasdaq Capital Market under the same symbol (“SSSS”).
−Removed: began its investment operations during the second quarter of 2011.
+Added: The Company began its investment operations during the second quarter of 2011.
table below displays the Company’s subsidiaries as of December 31, 2024, which, other than GSV Capital Lending, LLC (“GCL”)
2 unchanged sentences
The Taxable Subsidiaries, including their associated portfolio investments, are consolidated with
−Removed: the Company for accounting purposes, but have elected to be treated as separate entities for U.S.
+Added: the Company for accounting purposes, but have elected to be treated as separate corporations for U.S.
federal income tax purposes.
2 unchanged sentences
OF COMPANY’S SUBSIDIARIES
−Removed: Jurisdiction of
Incorporation
April 13, 2012
−Removed: SuRo Capital Sports, LLC (“SuRo Sports”)
+Added: SuRo Capital Sports, LLC (“SuRo
March 19, 2021
−Removed: Subsidiaries below are referred to collectively as the “Taxable Subsidiaries”
+Added: below are referred to collectively as the “Taxable Subsidiaries”
GSVC AE Holdings, Inc.
6 unchanged sentences
August 13, 2013
−Removed: Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its
−Removed: equity and equity-related investments, and to a lesser extent, income from debt investments.
−Removed: The Company invests principally in the
−Removed: equity securities of what it believes to be rapidly growing venture capital-backed emerging companies.
−Removed: The Company may invest in
−Removed: these portfolio companies through offerings of the prospective portfolio companies, transactions on secondary marketplaces for
−Removed: private companies, or negotiations with selling stockholders.
+Added: Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity
+Added: and equity-related investments, and to a lesser extent, income from debt investments.
+Added: The Company invests principally in the equity securities
+Added: of what it believes to be rapidly growing venture capital-backed emerging companies.
+Added: The Company may invest in these portfolio companies
+Added: through direct offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, negotiations
+Added: with selling stockholders, investment funds, or through special purpose vehicles (“SPVs”) and other investment funds for
+Added: the purpose of investing in securities of a single private issuer.
In addition, the Company may invest in private credit and in founders
−Removed: equity, founders warrants, forward purchase agreements, and private investment in public equity transactions of special purpose
−Removed: acquisition companies (“SPACs”).
−Removed: The Company may also invest on an opportunistic basis in select publicly traded equity
−Removed: securities or certain non-U.S.
−Removed: companies that otherwise meet its investment criteria, subject to any applicable limitations under
−Removed: the 1940 Act.
+Added: equity, founders warrants, and private investment in public equity transactions of special purpose acquisition companies (“SPACs”).
+Added: The Company may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S.
+Added: companies that
+Added: otherwise meet its investment criteria, subject to any applicable limitations under the 1940 Act.
CAPITAL CORP.
1 unchanged sentence
TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 2— SIGNIFICANT ACCOUNTING POLICIES
+Added: 2— SIGNIFICANT ACCOUNTING POLICIES
of Presentation
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of Consolidation
−Removed: Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Audit and
−Removed: Accounting Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investment
−Removed: company, a controlled operating company that provides substantially all of its services and benefits to the Company, and certain
−Removed: entities established for tax purposes where the Company holds a 100% interest.
−Removed: Accordingly, the Company’s Consolidated Financial Statements include its accounts and the accounts of the Taxable Subsidiaries, GCL, and SuRo Sports, its wholly owned
−Removed: subsidiaries.
−Removed: All intercompany balances and transactions have been eliminated in consolidation.
+Added: Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting
+Added: Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled
+Added: operating company that provides substantially all of its services and benefits to the Company, and certain entities established for tax
+Added: purposes where the Company holds a 100% interest.
+Added: Accordingly, the Company’s Consolidated Financial Statements include its accounts
+Added: and the accounts of the Taxable Subsidiaries, GCL, and SuRo Sports, its wholly owned subsidiaries.
+Added: All intercompany balances and transactions
+Added: have been eliminated in consolidation.
+Added: The Company operates as a single operating segment.
+Added: Capital has determined that it has a single operating segment in accordance with Topic 280, Segment Reporting (“ASC
+Added: The Company operates as a single segment with a principal investment objective to maximize our portfolio’s total
+Added: return, principally by seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt
+Added: The Company’s Chief Executive Officer, Chief Financial Officer, and Investment Committee collectively perform the
+Added: function that allocates resources and assesses performance, and thus together, serve as the Company’s chief operating decision
+Added: maker (the “CODM”).
+Added: Among other metrics, the CODM uses Net Change in Net Assets Resulting from Operations as a primary GAAP profit or loss metric used in making operating decisions, which can be found on
+Added: the Consolidated Statement of Operations along with significant expenses.
+Added: The measure of segment assets is reported on the
+Added: Consolidated Balance Sheets as total assets.
preparation of Consolidated Financial Statements in accordance with GAAP requires the Company’s management to make a number of
5 unchanged sentences
Company’s estimates are inherently subjective in nature and actual results could differ materially from such estimates.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
Uncertainties
1 unchanged sentence
Company is subject to a number of risks and uncertainties in the nature of its operations, as well as vulnerability due to certain concentrations.
−Removed: Refer to “Risk Factors” in Part I, Item 1A of this Form 10-K for a detailed discussion of the risks and uncertainties inherent
+Added: Refer to “Risk Factors” in Part II, Item 1A of this Form 10-K for a detailed discussion of the risks and uncertainties inherent
in the nature of the Company’s operations.
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the ability to access at the measurement date.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
2 —Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;
23 unchanged sentences
for which market quotations are readily available on an exchange are valued at the most recently available closing price of such security
−Removed: as of the valuation date, unless there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35
−Removed: should be incorporated into the security’s fair value measurement as a characteristic of the security that would transfer to market
−Removed: participants who would buy the security.
−Removed: The Company may also obtain quotes with respect to certain of its investments from pricing services,
−Removed: brokers or dealers in order to value assets.
−Removed: When doing so, the Company determines whether the quote obtained is sufficient according
−Removed: to GAAP to determine the fair value of the security.
+Added: as of the valuation date.
+Added: If there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35,
+Added: as modified by ASU 2022-03 (as defined below), should be incorporated into the security’s fair value measurement as a characteristic
+Added: of the security that would transfer to market participants who would buy the security, the Company will consider those restrictions in
+Added: the fair value determination of that security.
+Added: Contractual sale restrictions on the sale or use of a security which are an entity-specific
+Added: characteristic, rather than a security-specific characteristic (as discussed in ASU 2022-03), are not considered in the fair value determinations
+Added: for such securities.
+Added: The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or
+Added: dealers in order to value assets.
+Added: When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to
+Added: determine the fair value of the security.
If determined to be adequate, the Company uses the quote obtained.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology,
8 unchanged sentences
review management’s preliminary valuations and make its own independent assessment;
−Removed: Valuation Committee applies the appropriate valuation methodology to each portfolio asset in a consistent manner, considers the
−Removed: inputs provided by management and the independent third-party valuation firm, discusses the valuations and recommends to the
−Removed: Company’s Board of Directors a fair value for each investment in the portfolio;
+Added: Valuation Committee applies the appropriate valuation methodology to each portfolio asset
+Added: in a consistent manner, considers the inputs provided by management and the independent third-party
+Added: valuation firm, discusses the valuations and recommends to the Company’s Board of Directors
+Added: a fair value for each investment in the portfolio;
Company’s Board of Directors then discusses the valuations recommended by the Valuation
Committee and determines in good faith the fair value of each investment in the portfolio.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: making a good faith determination of the fair value of investments, the Board of Directors applies valuation methodologies
−Removed: consistent with industry practice.
+Added: making a good faith determination of the fair value of investments, the Board of Directors applies valuation methodologies consistent
+Added: with industry practice.
Valuation methods utilized include, but are not limited to, the following:
−Removed: comparisons to prices
−Removed: from secondary market transactions;
+Added: comparisons to prices from secondary
+Added: market transactions;
venture capital financings;
1 unchanged sentence
purchase or sales transactions;
−Removed: financial ratios and valuation metrics of portfolio companies that issued such private equity securities to peer companies that are
−Removed: analysis of the portfolio company’s most recent financial statements, forecasts and the markets in which the portfolio
−Removed: company does business, and other relevant factors.
−Removed: The Company assigns a weighting based upon the relevance of each method to assist
−Removed: the Board of Directors in determining the fair value of each investment.
+Added: analysis of financial ratios and valuation
+Added: metrics of portfolio companies that issued such private equity securities to peer companies that are public;
+Added: analysis of the portfolio
+Added: company’s most recent financial statements, forecasts and the markets in which the portfolio company does business, and other relevant
+Added: The Company assigns a weighting based upon the relevance of each method to assist the Board of Directors in determining the
+Added: fair value of each investment.
investments that are not publicly traded or that do not have readily available market quotations, the Valuation Committee generally engages
18 unchanged sentences
participants who would buy the security may be valued at a discount for a lack of marketability (“DLOM”) to the most recently
−Removed: available closing market prices depending upon the nature of the sales restriction.
−Removed: These investments are generally classified as Level
−Removed: The DLOM used is generally based upon the market value of publicly traded put options with similar terms.
−Removed: fair values of the Company’s equity investments for which market quotations are not readily available are determined based on
−Removed: various factors and are classified as Level 3 assets.
−Removed: To determine the fair value of a portfolio company for which market quotations
−Removed: are not readily available, the Board of Directors applies the appropriate respective valuation methodology for the asset class or
−Removed: portfolio holding, which may involve analyzing the relevant portfolio company’s most recently available historical and
−Removed: projected financial results, public market comparables, and other factors.
−Removed: The Board of Directors may also consider other events,
−Removed: including the transaction in which the Company acquired its securities, subsequent equity sales by the portfolio company, and
−Removed: mergers or acquisitions affecting the portfolio company.
−Removed: In addition, the Board of Directors may consider the trends of the
−Removed: portfolio company’s basic financial metrics from the time of its original investment until the measurement date, with material
−Removed: improvement of these metrics indicating a possible increase in fair value, while material deterioration of these metrics may
−Removed: indicate a possible reduction in fair value.
−Removed: determining the fair value of equity or equity-linked securities (including simple agreement for future equity (“SAFE”) notes and warrants to purchase common or preferred
−Removed: stock) in a portfolio company, the Board of Directors considers the rights, preferences and limitations of such securities.
−Removed: where a portfolio company’s capital structure includes multiple classes of preferred and common stock and equity-linked
−Removed: securities with different rights and preferences, the Board of Directors may use an option pricing model to allocate value to each
−Removed: equity-linked security, unless it believes a liquidity event such as an acquisition or a dissolution is imminent, or the portfolio
−Removed: company is unlikely to continue as a going concern.
−Removed: When equity-linked securities expire worthless, any cost associated with these
−Removed: positions is recognized as a realized loss on investments in the Consolidated Statements of Operations and Consolidated Statements
−Removed: of Cash Flows.
−Removed: In the event these securities are exercised into common or preferred stock, the cost associated with these securities
−Removed: is reassigned to the cost basis of the new common or preferred stock.
−Removed: These conversions are noted as non-cash operating items on the
−Removed: Consolidated Statements of Cash Flows.
+Added: available closing market prices.
+Added: These investments are generally classified as Level 2 assets.
+Added: The DLOM used is generally based upon
+Added: the market value of publicly traded put options with similar terms.
+Added: For equity securities with readily available market quotations that
+Added: are subject to entity-specific contractual sale restrictions, rather than security-specific contractual sale restrictions, if such entity-specific
+Added: contractual sale restrictions first applied or were modified on or after December 15, 2023, the restrictions are not considered in the
+Added: determination of fair value for that security.
+Added: See “Recently Issued or Adopted Accounting Standards” for more information.
CAPITAL CORP.
1 unchanged sentence
TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: fair values of the Company’s equity investments for which market quotations are not readily available are determined based on various
+Added: factors and are classified as Level 3 assets.
+Added: To determine the fair value of a portfolio company for which market quotations are not
+Added: readily available, the Board of Directors applies the appropriate respective valuation methodology for the asset class or portfolio holding,
+Added: which may involve analyzing the relevant portfolio company’s most recently available historical and projected financial results,
+Added: public market comparables, and other factors.
+Added: The Board of Directors may also consider other events, including the transaction in which
+Added: the Company acquired its securities, subsequent equity sales by the portfolio company, and mergers or acquisitions affecting the portfolio
+Added: In addition, the Board of Directors may consider the trends of the portfolio company’s basic financial metrics from the
+Added: time of its original investment until the measurement date, with material improvement of these metrics indicating a possible increase
+Added: in fair value, while material deterioration of these metrics may indicate a possible reduction in fair value.
+Added: determining the fair value of equity or equity-linked securities (including simple agreement for future equity (“SAFE”) notes
+Added: and warrants to purchase common or preferred stock) in a portfolio company, the Board of Directors considers the rights, preferences
+Added: and limitations of such securities.
+Added: When equity-linked securities expire worthless, any cost associated with these positions is recognized
+Added: as a realized loss on investments in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows.
+Added: these securities are exercised into common or preferred stock, the cost associated with these securities is reassigned to the cost basis
+Added: of the new common or preferred stock.
+Added: These conversions are noted as non-cash operating items on the Consolidated Statements of Cash
the nature of the Company’s current debt investments (excluding U.S.
−Removed: Treasuries), principally convertible and promissory notes
−Removed: issued by venture capital-backed portfolio companies, these investments are classified as Level 3 assets because there is no known
−Removed: or accessible market or market indexes for these investment securities to be traded or exchanged.
−Removed: The Company’s debt
−Removed: investments are valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
+Added: Treasuries), which are principally convertible and promissory
+Added: notes issued by venture capital-backed portfolio companies, these investments are classified as Level 3 assets because there is no known
+Added: or accessible market or market indices for these investment securities to be traded or exchanged.
+Added: The Company’s debt investments
+Added: are valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
Company’s Board of Directors determines the fair value of options based on methodologies that can include discounted cash flow
analyses, option pricing models, comparable analyses and other techniques as deemed appropriate.
−Removed: These investments are classified as
−Removed: Level 3 assets because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged.
+Added: If the options are publicly traded, in accordance with our leveling policy, the Company prices the options at the
+Added: closing price on a public exchange as of the measurement date.
+Added: All other options investments are generally classified as
+Added: Level 3 assets because there is no known or accessible market or market indices for these investment securities to be traded or exchanged.
The Company’s options are valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
−Removed: Purpose Acquisition Companies
−Removed: Company’s Board of Directors measures its SPAC sponsor investments at fair value, which is equivalent to cost until a SPAC
−Removed: transaction is announced.
−Removed: After a SPAC transaction is announced, the Company’s Board of Directors will determine the fair
−Removed: value of SPAC investments based on fair value analyses that can include option pricing models, probability-weighted expected return
−Removed: method analyses and other techniques as deemed appropriate.
−Removed: Upon completion of the SPAC transaction, the Board of Directors utilizes
−Removed: the public share price of the entity, less a DLOM if there are restrictions on selling.
−Removed: The Company’s SPAC investments are
−Removed: valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
−Removed: Investment Funds
−Removed: valuing the Company’s investments in venture investment funds (“Venture Investment Funds”), the Company applies the
+Added: and Investment Funds
+Added: various times, the Company may utilize SPVs and similar investment fund structures in the investment process.
+Added: The Company advances money
+Added: to these SPVs or investment funds that are formed for the specific purpose of investing in securities of a single private issuer.
+Added: speaking, these entities have the following characteristics:
+Added: (1) the underlying investment in the securities of the single private
+Added: issuer is the sole activity of the SPV or investment fund;
+Added: (2) the Company’s underlying ownership of the single private issuer
+Added: is proportionate to the Company’s contributions made to the SPV or investment fund;
+Added: and (3) the Company will receive its proportionate
+Added: share of the cash proceeds as the single private issuer is monetized and distributed.
+Added: The Consolidated Schedule of Investments presents
+Added: the value of the Company’s investment in the SPV or investment fund.
+Added: These SPV and fund investments are valued at estimated fair
+Added: value as determined in good faith by the Company’s Board of Directors.
+Added: The SPVs may incur a tax liability associated with distributions
+Added: made by underlying portfolio investments.
+Added: If an SPV or investment fund charges fees or expenses, those
+Added: fees may impact the fair value of the Company’s investment.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: valuing the Company’s investments in venture investment funds (“Venture Investment Funds”), the Company may apply the
practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value (“NAV”)
3 unchanged sentences
determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment.
+Added: Purpose Acquisition Companies
+Added: Company’s Board of Directors measures its SPAC sponsor investments at fair value, which is equivalent to cost until a SPAC transaction
+Added: is announced.
+Added: After a SPAC transaction is announced, the Company’s Board of Directors will determine the fair value of SPAC investments
+Added: based on fair value analyses that can include option pricing models, probability-weighted expected return method analyses and other techniques
+Added: as deemed appropriate.
+Added: Upon completion of the SPAC transaction, the Board of Directors utilizes the public share price of the entity,
+Added: less a DLOM if there are security-specific contractual sale restrictions.
+Added: The Company’s SPAC investments are valued at estimated
+Added: fair value as determined in good faith by the Company’s Board of Directors.
Company Investment Classification
10 unchanged sentences
as of December 31, 2024 and December 31, 2023 for details regarding the nature and composition of the Company’s investment portfolio.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
portfolio companies in which the Company invests may offer their shares in IPOs.
5 unchanged sentences
at the closing price on a public exchange as of the measurement date.
−Removed: In situations where there are lock-up restrictions, as well as
−Removed: legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35 should be incorporated into the security’s
+Added: In situations where there are legal or contractual restrictions
+Added: on the sale or use of such security that under ASC 820-10-35 (as modified by ASU 2022-03) should be incorporated into the security’s
fair value measurement as a characteristic of the security that would transfer to market participants who would buy the security, the
12 unchanged sentences
and accrued expenses, approximate fair value due to their short-term nature.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
Company custodies its cash with Western Alliance Trust Company, N.A., and may place cash in demand deposit accounts with other high-quality
15 unchanged sentences
Financing Costs
−Removed: Company records origination costs related to lines of credit as deferred financing costs.
−Removed: These costs are deferred and amortized as part
−Removed: of interest expense using the straight-line method over the respective life of the line of credit.
−Removed: For modifications to a line of credit,
−Removed: any unamortized origination costs are expensed.
−Removed: Included within deferred financing costs are offering costs incurred relating to the
−Removed: Company’s shelf registration statement on Form N-2.
−Removed: The Company defers these offering costs until capital is raised pursuant to
−Removed: the shelf registration statement or until the shelf registration statement expires.
−Removed: For equity capital raised, the offering costs reduce
−Removed: paid-in capital resulting from the offering.
−Removed: For debt capital raised, the associated offering costs are amortized over the life of the
−Removed: debt instrument.
−Removed: As of December 31, 2023 and December 31, 2022, the Company had deferred financing costs of $ 594,726 and $ 555,761 , respectively,
−Removed: on the Consolidated Statement of Assets and Liabilities.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Company records fees and expenses incurred in connection with financing or capital raising activities relating to the Company’s
+Added: shelf registration statement on Form N-2 as deferred financing costs.
+Added: The Company also incurred additional offering costs in connection
+Added: with its 6.00 % Notes due 2026.
+Added: The Company defers these offering costs until capital is raised pursuant to the shelf registration statement
+Added: or as the shelf registration statement expires.
+Added: For equity capital raised, the offering costs reduce paid-in capital resulting from the
+Added: These costs are deferred and amortized using the straight-line method over the respective life of the financing instrument.
+Added: For modifications to a financing instrument, any unamortized origination costs are expensed.
+Added: Company records fees and expenses incurred in connection with debt capital raises as deferred debt issuance costs.
+Added: Such costs are reflected
+Added: in the carrying value of the related debt instrument, and not the Company’s deferred financing costs.
+Added: For debt capital raised,
+Added: the associated offering costs are deferred and amortized as part of interest expense using the straight-line method over the life of
+Added: the debt instrument.
+Added: As of December 31, 2024 and December 31, 2023, the Company had deferred financing costs of $ 526,261 and $ 594,726 ,
+Added: respectively, on the Consolidated Statement of Assets and Liabilities.
+Added: OF DEFERRED FINANCING COSTS
+Added: Deferred debt
+Added: issuance costs
+Added: financing costs
+Added: to “Note 10 — Debt Capital Activities” for further detail regarding the Company’s deferred debt issuance costs.
Leases & Related Deposits
5 unchanged sentences
Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease
−Removed: On June 3, 2019, the Company entered a 5 -year operating lease for office space for which the Company has recorded a right-of-use
−Removed: asset and a corresponding lease liability for the operating lease obligation.
−Removed: These amounts have been discounted using the rate implicit
−Removed: in the lease.
−Removed: Refer to “Note 7—Commitments and Contingencies— Operating Leases and Related Deposits ” for
−Removed: further detail.
+Added: On September 1, 2024, the Company extended the previous operating lease for office space for an additional term of three years
+Added: and three months, expiring March 31, 2028.
+Added: The Company has recorded a right-of-use asset and a corresponding lease liability for the
+Added: operating lease obligation.
+Added: These amounts have been discounted using the rate implicit in the lease.
+Added: Refer to “Note 7—Commitments
+Added: and Contingencies— Operating Leases and Related Deposits ” for further detail.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
the fair value recognition provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured
27 unchanged sentences
Federal and State Income Taxes
−Removed: Company elected to be treated as a RIC under Subchapter M of the Code, beginning with its taxable year ended December 31, 2014, has qualified
−Removed: to be treated as a RIC for subsequent taxable years and intends to continue to operate in a manner so as to qualify for the tax treatment
−Removed: applicable to RICs.
−Removed: To qualify for tax treatment as a RIC, among other things, the Company is required to meet certain source of income
−Removed: and asset diversification requirements and timely distribute to its stockholders at least the sum of 90% of its investment company taxable
−Removed: income (“ICTI”), including payment-in-kind interest income, as defined by the Code, and 90% of its net tax-exempt interest
−Removed: income (which is the excess of its gross tax-exempt interest income over certain disallowed deductions) for each taxable year (the “Annual
−Removed: Distribution Requirement”).
−Removed: Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward into the
−Removed: next tax year ICTI in excess of current year dividend distributions.
−Removed: Any such carryforward ICTI must be distributed on or before December
−Removed: 31 of the subsequent tax year to which it was carried forward.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Company elected to be treated and intends to qualify annually as a RIC under Subchapter M of the Code.
+Added: To qualify for tax treatment as a RIC, among other things,
+Added: the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its
+Added: stockholders at least the sum of 90% of its investment company taxable income (“ICTI”), including payment-in-kind
+Added: interest income, as defined by the Code, and 90% of its net tax-exempt interest income (which is the excess of its gross tax-exempt
+Added: interest income over certain disallowed deductions) for each taxable year (the “Annual Distribution Requirement”).
+Added: Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward into the next tax year ICTI in excess
+Added: of current year dividend distributions.
+Added: Any such carryforward ICTI must be distributed on or before December 31 of the subsequent
+Added: tax year to which it was carried forward.
the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year
8 unchanged sentences
excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
long as the Company qualifies and maintains its tax treatment as a RIC, it generally will not be subject to U.S.
−Removed: federal and state income
−Removed: taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
−Removed: Rather, any tax
−Removed: liability related to income earned by the RIC will represent obligations of the Company’s investors and will not be reflected in
−Removed: the consolidated financial statements of the Company.
−Removed: Included in the Company’s consolidated financial statements, the Taxable
−Removed: Subsidiaries are taxable subsidiaries, regardless of whether the Company is a RIC.
−Removed: These Taxable Subsidiaries are not consolidated for
−Removed: income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies.
−Removed: Such income tax expenses
−Removed: and deferred taxes, if any, will be reflected in the Company’s Consolidated Financial Statements.
+Added: federal and state
+Added: income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
+Added: any tax liability related to income earned by the RIC will represent obligations of the Company’s investors and will not be
+Added: reflected in the consolidated financial statements of the Company.
+Added: Included in the Company’s consolidated financial
+Added: statements, the Taxable Subsidiaries are subject to U.S.
+Added: federal income tax imposed at corporate rates on their income, regardless
+Added: of whether the Company is a RIC.
+Added: These Taxable Subsidiaries are not consolidated for U.S.
+Added: federal income tax purposes and may
+Added: generate income tax expenses as a result of their ownership of the portfolio companies.
+Added: Such income tax expenses and deferred taxes,
+Added: if any, will be reflected in the Company’s Consolidated Financial Statements.
it is not treated as a RIC, the Company will be taxed as a regular corporation (a “C Corporation”) under Subchapter C of
27 unchanged sentences
for the period presented.
−Removed: Diluted net change in net assets resulting from operations per common share is computed by dividing net increase/(decrease) in net assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially
−Removed: dilutive securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during
−Removed: The Company used the if-converted method in accordance with FASB ASC 260 , Earnings Per Share (“ASC 260”)
+Added: Diluted net change in net assets resulting from operations per common share is computed by dividing net increase/(decrease)
+Added: in net assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially dilutive
+Added: securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period.
+Added: When applicable, the Company uses the if-converted method in accordance with FASB ASC 260 , Earnings Per Share (“ASC 260”),
to determine the number of potentially dilutive shares outstanding.
1 unchanged sentence
from Operations per Common Share—Basic and Diluted” for further detail.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Issued Accounting Standards
+Added: Issued or Adopted Accounting Standards
June 2022, the FASB issued ASU No.
1 unchanged sentence
Fair Value Measurement of Equity Securities Subject
−Removed: to Contractual Sale Restrictions.” This change prohibits entities from taking into account contractual restrictions on the sale
−Removed: of equity securities when estimating fair value and introduces required disclosures for such transactions.
−Removed: The standard is effective
−Removed: for annual periods beginning after December 15, 2023, and should be applied prospectively.
−Removed: Early adoption is permitted.
−Removed: of ASU 2022-03 is not expected to have a material impact on the Company’s future financial statements.
−Removed: In December 2023, the FASB
−Removed: issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this update require more disaggregated information
−Removed: on income taxes paid.
+Added: to Contractual Sale Restrictions.” This change prospectively prohibits entities from taking into account certain contractual restrictions
+Added: on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions.
+Added: The standard is
+Added: effective for annual periods beginning after December 15, 2023, and applied prospectively.
+Added: The Company adopted the requirements of ASU
+Added: 2022-03 during the period ended March 31, 2024.
+Added: In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):
+Added: Improvements to Reportable
+Added: Segment Disclosures (“ASU 2023- 07”),” which enhances disclosure requirements about significant segment expenses that
+Added: are regularly provided to the CODM.
+Added: ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the
+Added: disclosures as required by Topic 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation
+Added: of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources
+Added: and (iii) provides the ability for a public entity to elect more than one performance measure.
+Added: ASU 2023-07 is effective for the fiscal
+Added: years beginning after December 15, 2023, and interim periods beginning with the first quarter ended March 31, 2025.
+Added: Early adoption is
+Added: permitted and retrospective adoption is required for all prior periods presented.
+Added: The Company adopted the requirements of ASU 2023-07
+Added: during the year ended December 31, 2024, but does not expect a material impact on its consolidated financial statements.
+Added: December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this update require
+Added: more disaggregated information on income taxes paid.
The standard is effective for annual periods beginning after December 15, 2024.
Early adoption is permitted;
−Removed: the Company has not elected to adopt this provision as of the date of the financial statements contained in this Annual Report on Form
+Added: however, the Company has not elected to adopt this provision as of the date of the consolidated financial
The Company is still assessing the impact of the new guidance.
−Removed: However, it does not expect ASU 2023-09 to have a material impact
−Removed: on the Consolidated Financial Statements and the notes thereto.
+Added: However, it does not expect ASU 2023-09 to have a material
+Added: impact on the Company’s future financial statements.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: March 2024, the FASB issued ASU 2024-01, “Compensation - Stock Compensation (Topic 718):
+Added: Scope Application of Profits Interest
+Added: and Similar Awards.” ASU 2024-01 clarifies how an entity determines whether a profits interest or similar award is within the scope
+Added: of Topic 718 or not a share-based payment arrangement and therefore within the scope of other guidance.
+Added: ASU 2024-01 is effective for
+Added: public entities for fiscal years beginning after December 15, 2024, and interim periods in fiscal years beginning after December 15,
+Added: Early adoption is permitted;
+Added: however, the Company has not elected to adopt this provision as of the date of the consolidated financial
+Added: The Company is currently evaluating the impact of the new guidance.
+Added: However, it does not expect ASU 2024-01 to have a material
+Added: impact on the Company’s future financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income —
+Added: Expense Disaggregation Disclosures”, which requires disaggregated disclosure of certain costs and expenses, including purchases of
+Added: inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions.
+Added: ASU 2024-03 is
+Added: effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028.
+Added: Early adoption and retrospective application is permitted.
+Added: The Company is still assessing the impact of the new guidance.
+Added: does not expect ASU 2024-03 to have a material impact on the Company’s future financial statements.
+Added: In November 2024, the FASB issued ASU 2024-04, “Debt — Debt with Conversion and Other Options”, which
+Added: amends ASC 470-20 to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion.
+Added: The amendments are effective for fiscal years and interim periods within fiscal years beginning after December 15, 2025.
+Added: The Company is
+Added: still assessing the impact of the new guidance.
time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company
21 unchanged sentences
by the Company, and the Company’s executive officers and directors.
−Removed: Company’s investment in Churchill Sponsor VI LLC, the sponsor of Churchill Capital Corp.
−Removed: VI, a SPAC, constituted a
−Removed: “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark D.
−Removed: Klein, the Company’s
−Removed: Chairman, Chief Executive Officer and President, has a non-controlling interest in the entity that controlled Churchill Sponsor VI
−Removed: LLC, and was a non-controlling member of the board of directors of Churchill Capital Corp.
−Removed: In addition, Mr.
−Removed: brother, Michael Klein, was a control person of such Churchill entities.
−Removed: On November 17, 2023, Churchill Capital Corp.
−Removed: that it would not consummate an initial business combination within the time period required by its Amended and Restated Certificate
−Removed: of Incorporation, as amended, and the Company realized a loss on the entirety of its Churchill Sponsor VI LLC common share units and
−Removed: warrant units in the amount of $ 200,000 .
Company’s investment in Churchill Sponsor VII LLC, the sponsor of Churchill Capital Corp.
−Removed: VII, a SPAC, constituted a
−Removed: “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark D.
−Removed: Klein, the Company’s
−Removed: Chairman, Chief Executive Officer and President, has a non-controlling interest in the entity that controls Churchill Sponsor VII
−Removed: LLC, and is a non-controlling member of the board of directors of Churchill Capital Corp.
+Added: VII, a SPAC, constituted a “remote-affiliate”
+Added: transaction for purposes of the 1940 Act in light of the fact that Mark D.
+Added: Klein, the Company’s Chairman, Chief Executive Officer
+Added: and President, has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling member
+Added: of the board of directors of Churchill Capital Corp.
In addition, Mr.
−Removed: brother, Michael Klein, is a control person of such Churchill entities.
−Removed: As of December 31, 2023, the fair value of the
−Removed: Company’s investment in Churchill Sponsor VII LLC was $ 363,026 .
+Added: Klein’s brother, Michael Klein, is a control person
+Added: of such Churchill entities.
+Added: On August 18, 2024, Churchill Capital Corp.
+Added: VII announced that it would not consummate an initial business
+Added: combination within the time period required by its Amended and Restated Certificate of Incorporation, as amended, and the Company realized
+Added: a loss on the entirety of its Churchill Sponsor VII LLC common share units and warrant units in the amount of $ 300,000 .
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
Company’s investment in Skillsoft Corp.
10 unchanged sentences
Klein, was a control person of such Churchill entities.
−Removed: As of December 31, 2023, the fair value of the Company’s investment in Skillsoft
−Removed: was $ 863,037 .
+Added: As of December 31, 2024, the fair value of the Company’s remote-affiliate
+Added: investment in Skillsoft was $ 1,176,244 .
Company’s initial investment in Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth) on February 26, 2021 constituted a
−Removed: “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Keri Findley, a former senior
−Removed: managing director of the Company until her departure on March 9, 2022, was at the time of investment a non-controlling member of the
−Removed: board of directors of Shogun Enterprises, Inc., and held a minority equity interest in such portfolio company.
−Removed: The Company’s
−Removed: investment in Architect Capital PayJoy SPV, LLC also constituted a “remote-affiliate” transaction for purposes of the
−Removed: 1940 Act in light of the fact that Ms.
−Removed: Findley, at the time of investment, was a non-controlling member of the board of directors of
−Removed: the investment manager to Architect Capital PayJoy SPV, LLC, and held a minority equity interest in such investment manager.
−Removed: December 31, 2023, the fair values of the Company’s remote-affiliate investments in Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth)
−Removed: and Architect Capital PayJoy SPV, LLC were $ 7,083,557
−Removed: and $ 10,000,000 ,
−Removed: respectively.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (d/b/a Hearth) on February 26, 2021 constituted a “remote-affiliate”
+Added: transaction for purposes of the 1940 Act in light of the fact that Keri Findley, a former senior managing director of the Company until
+Added: her departure on March 9, 2022, was, at the time of investment, a non-controlling member of the board of directors of Shogun Enterprises,
+Added: and held a minority equity interest in such portfolio company.
+Added: As of December 31, 2024, the fair value of the Company’s remote-affiliate
+Added: investment in Shogun Enterprises, Inc.
+Added: (d/b/a Hearth) was $ 5,374,819 .
+Added: Company’s investment in Architect Capital PayJoy SPV, LLC also constituted a “remote-affiliate” transaction for purposes
+Added: of the 1940 Act in light of the fact that Ms.
+Added: Findley, at the time of investment, was a non-controlling member of the board of directors
+Added: of the investment manager to Architect Capital PayJoy SPV, LLC, and held a minority equity interest in such investment manager.
+Added: 28, 2024, the Company redeemed the entirety of its Membership Interest in Architect Capital PayJoy SPV, LLC.
addition, Ms.
−Removed: Findley and Claire Councill, a former investment professional of the Company until her departure on April 15, 2022,
−Removed: were non-controlling members of the board of directors of Colombier Acquisition Corp., a SPAC, which was sponsored by Colombier
−Removed: Sponsor LLC, one of the Company’s portfolio companies until its dissolution upon completion of Colombier Acquisition
−Removed: Corp.’s business combination into PSQ Holdings, Inc.
+Added: Findley and Claire Councill, a former investment professional of the Company until her departure on April 15, 2022, were
+Added: non-controlling members of the board of directors of Colombier Acquisition Corp., a SPAC, which was sponsored by Colombier Sponsor LLC,
+Added: one of the Company’s portfolio companies until its dissolution upon completion of Colombier Acquisition Corp.’s business
+Added: combination into PSQ Holdings, Inc.
(d/b/a PublicSquare).
−Removed: The Company’s investment in AltC Sponsor LLC,
−Removed: the sponsor of AltC Acquisition Corp, a SPAC, constituted a “remote-affiliate” transaction for purposes of the 1940 Act
−Removed: in light of the fact that Mr.
−Removed: Klein has a non-controlling interest in one of the entities that controls AltC Sponsor LLC, and
−Removed: Allison Green, the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary, is a non-controlling
−Removed: member of the board of directors of AltC Acquisition Corp.
−Removed: As of December 31, 2023, the fair values of the Company’s aggregate
−Removed: investments in each of PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) and AltC Sponsor LLC were $ 10,507,136
−Removed: and $ 935,391 ,
−Removed: respectively.
+Added: As of December 31, 2024, the fair value of the Company’s investment in
+Added: PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) was $ 1,436,830 .
+Added: Company’s investment in AltC Sponsor LLC, the sponsor of AltC Acquisition Corp., a SPAC, constituted a “remote-affiliate”
+Added: transaction for purposes of the 1940 Act in light of the fact that Mr.
+Added: Klein has a non-controlling interest in one of the entities that
+Added: controlled AltC Sponsor LLC, and Allison Green, the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer and
+Added: Secretary, was a non-controlling member of the board of directors of AltC Acquisition Corp.
+Added: until its dissolution upon completion of AltC
+Added: Acquisition Corp.’s business combination into Oklo, Inc.
+Added: As of November 15, 2024, the Company had sold its investment in Oklo,
4— INVESTMENTS AT FAIR VALUE
1 unchanged sentence
Company’s investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and
−Removed: options to purchase common and preferred stock) and to a lesser extent, debt securities, issued by private and publicly traded companies.
+Added: options or agreements to purchase or acquire common and preferred stock), and to a lesser extent, debt securities, issued by private
+Added: and publicly traded companies.
The Company may also, from time to time, invest in U.S.
−Removed: Treasury securities.
−Removed: Non-portfolio investments represent investments in U.S.
−Removed: Treasury securities.
+Added: Treasury bills.
+Added: Non-portfolio investments represent
+Added: investments in U.S.
+Added: Treasury bills.
As of December 31, 2024, the Company had 60 positions in 37 portfolio companies.
−Removed: As of December 31, 2022, the Company
−Removed: had 64 positions in 39 portfolio companies.
+Added: As of December 31,
+Added: 2023, the Company had 63 positions in 38 portfolio companies.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of
1 unchanged sentence
SCHEDULE OF COMPOSITION OF INVESTMENT PORTFOLIO
−Removed: December 31, 2023
−Removed: December 31, 2022
−Removed: Percentage of
−Removed: Percentage of
−Removed: Private Portfolio Companies
−Removed: Preferred Stock
+Added: Portfolio Companies
$ 159,592,108
2 unchanged sentences
$ 122,744,564
−Removed: Debt Investments
−Removed: Total Private Portfolio Companies
+Added: Common Stock (2)
+Added: Private Portfolio Companies
+Added: Traded Portfolio Companies
Publicly Traded Portfolio Companies
−Removed: Total Publicly Traded Portfolio Companies
−Removed: Total Portfolio Investments
−Removed: Non-Portfolio Investments
+Added: Portfolio Investments
+Added: Non-Portfolio
Treasury Bills
−Removed: Total Investments
$ 256,809,654
2 unchanged sentences
$ 247,892,104
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (1) Preferred
+Added: Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
+Added: Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the
+Added: Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares
+Added: of CoreWeave, Inc., and the Company’s investment in the Membership Interest of IH10, LLC which is invested in the
+Added: Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: (2) Common Stock also includes the Company’s Limited Partner Fund Investment in True Global
+Added: Ventures 4 Plus Pte Ltd.
+Added: (3) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc.
+Added: and Commercial Streaming Solutions Inc.
+Added: (d/b/a BettorView).
geographic and industrial compositions of the Company’s portfolio at fair value as of December 31, 2024 and December 31, 2023 were
−Removed: As of December 31, 2023
−Removed: As of December 31, 2022
−Removed: Percentage of
−Removed: Percentage of
−Removed: Percentage of
−Removed: Percentage of
−Removed: Geographic Region
−Removed: $ 108,500,197
+Added: of December 31, 2024
+Added: of December 31, 2023
International
1 unchanged sentence
$ 184,081,249
−Removed: As of December 31, 2023
−Removed: As of December 31, 2022
−Removed: Percentage of
−Removed: Percentage of
−Removed: Percentage of
−Removed: Percentage of
+Added: of December 31, 2024
+Added: of December 31, 2023
+Added: Artificial Intelligence
+Added: Infrastructure & Applications
+Added: Software-as-a-Service
+Added: Consumer Goods & Services
Education Technology
+Added: Logistics & Supply Chain
Financial Technology &
−Removed: Big Data/Cloud
−Removed: Social/Mobile
−Removed: Sustainability
$ 209,380,742
$ 184,081,249
−Removed: CAPITAL CORP.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
1 unchanged sentence
table below details the composition of the Company’s industrial themes presented in the preceding tables:
−Removed: Management Software
−Removed: Chain Technology
−Removed: Innovation Platform
+Added: Intelligence Infrastructure
+Added: Application Fund
+Added: Infrastructure
+Added: Infrastructure Fund
+Added: Goods & Services
+Added: Beverage Brand
Micromobility
−Removed: Pharmaceutical
−Removed: Estate Platform
−Removed: Fashion Rental
−Removed: Improvement Finance
+Added: Technology & Services
+Added: Credit Services
+Added: Access Technology
Finance Technology
Marketplace Finance
+Added: Estate Platform
Purpose Acquisition Company
Investment Fund
−Removed: Social/Mobile
−Removed: Media Platform
+Added: & Supply Chain
+Added: Chain Technology
+Added: Software-as-a-Service
+Added: Management Software
+Added: Innovation Platform
+Added: Improvement Finance
+Added: Pharmaceutical
+Added: Data Platform
Media Technology
Media & Services
−Removed: Access Technology
−Removed: Data Platform
−Removed: Sustainability
CAPITAL CORP.
6 unchanged sentences
As of December 31, 2024
−Removed: Quoted Prices in
−Removed: Active Markets for
−Removed: Identical Securities
−Removed: Significant Other
Investments at Fair Value
3 unchanged sentences
$ 151,003,991
+Added: Common Stock (2)
Debt Investments
2 unchanged sentences
Publicly Traded Portfolio Companies
−Removed: Total Portfolio Investments
−Removed: Non-Portfolio Investments
−Removed: Treasury bills
Total Investments at Fair Value
1 unchanged sentence
$ 209,380,742
+Added: (1) Preferred
+Added: Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
+Added: Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the
+Added: Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares
+Added: of CoreWeave, Inc., and the Company’s investment in the Membership Interest of IH10, LLC which is invested in the
+Added: Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures
+Added: 4 Plus Pte Ltd.
+Added: (3) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc.
+Added: and Commercial Streaming Solutions Inc.
+Added: (d/b/a BettorView).
As of December 31, 2023
−Removed: Quoted Prices in
−Removed: Active Markets for
−Removed: Identical Securities
−Removed: Significant Other
Investments at Fair Value
3 unchanged sentences
$ 122,744,564
+Added: Common Stock (1)
Debt Investments
1 unchanged sentence
Publicly Traded Portfolio Companies
+Added: Publicly Traded Portfolio Companies
+Added: Total Portfolio Investments
Non-Portfolio Investments
3 unchanged sentences
$ 247,892,104
+Added: Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures
+Added: 4 Plus Pte Ltd.
+Added: (2) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc.
+Added: and Commercial Streaming Solutions Inc.
+Added: (d/b/a BettorView).
CAPITAL CORP.
2 unchanged sentences
Unobservable Inputs for Level 3 Assets and Liabilities
−Removed: accordance with FASB ASC 820, Fair Value Measurement , the tables below provide quantitative information about the fair value
−Removed: measurements of the Company’s Level 3 assets as of December 31, 2023 and December 31, 2022.
−Removed: In addition to the techniques and
−Removed: inputs noted in the tables below, according to the Company’s valuation policy, the Board of Directors may also use other
−Removed: valuation techniques and methodologies when determining the fair value measurements of the Company’s assets.
−Removed: The tables below
−Removed: are not intended to be all-inclusive, but rather provide information on the significant Level 3 inputs as they relate to the fair
−Removed: value measurements of the Company’s assets.
−Removed: To the extent an unobservable input is not reflected in the tables below, such
−Removed: input is deemed insignificant with respect to the Company’s Level 3 fair value measurements as of December 31, 2023 and
−Removed: December 31, 2022.
−Removed: Significant changes in the inputs in isolation would result in a significant change in the fair value
−Removed: measurement, depending on the input and the materiality of the investment.
−Removed: Refer to “Note 2—Significant Accounting
−Removed: Policies— Investments at Fair Value ” for more detail.
+Added: accordance with FASB ASC 820, Fair Value Measurement , the tables below provide quantitative information about the fair value measurements
+Added: of the Company’s Level 3 assets as of December 31, 2024 and December 31, 2023.
+Added: In addition to the techniques and inputs noted in
+Added: the tables below, according to the Company’s valuation policy, the Board of Directors may also use other valuation techniques and
+Added: methodologies when determining the fair value measurements of the Company’s assets.
+Added: The tables below are not intended to be all-inclusive,
+Added: but rather provide information on the significant Level 3 inputs as they relate to the fair value measurements of the Company’s
+Added: To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to
+Added: the Company’s Level 3 fair value measurements as of December 31, 2024 and December 31, 2023.
+Added: Significant changes in the inputs
+Added: in isolation would result in a significant change in the fair value measurement, depending on the input and the materiality of the investment.
+Added: Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.
SCHEDULE OF FAIR VALUE OF ASSETS ON UNOBSERVABLE INPUT
of December 31, 2024
−Removed: Approach/ Technique (1)
−Removed: (Weighted Average) (3)
−Removed: stock in private companies
−Removed: - 11.13 x ( 9.29 x)
−Removed: 15.0 % - 25.0 % ( 18.5 % )
−Removed: Discount Rate
−Removed: stock in private companies
+Added: Valuation Approach/ Technique (1)
+Added: Unobservable Inputs (2)
+Added: Range (Weighted Average) (3)
+Added: Preferred stock in private companies (6)
$ 151,003,991
−Removed: - 11.41 x ( 2.73 x)
−Removed: - 1.66 x ( 1.56 x)
−Removed: to expiration (Years)
+Added: Market Approach
+Added: Revenue Multiples
+Added: 0.67 x - 5.96 x ( 1.82 x)
+Added: Precedent Transactions
25 % - 100 % ( 55 %)
−Removed: Discount Rate
+Added: Revenue Multiples
+Added: Dissolution Risk
75 % - 100 % ( 87.5 %)
−Removed: of December 31, 2023, the Board of Directors used a hybrid market and income approach to value certain
−Removed: common and preferred stock investments, as the Board of Directors felt this approach better reflected the
−Removed: fair value of these investments.
−Removed: In considering multiple valuation approaches (and consequently,
−Removed: multiple valuation techniques), the valuation approaches and techniques are not likely to
−Removed: change from one period of measurement to the next;
−Removed: however, the weighting of each in determining
−Removed: the final fair value of a Level 3 investment may change based on recent events or transactions.
−Removed: The hybrid approach may also consider certain risk weightings to account for the uncertainty
−Removed: of future events.
−Removed: Refer to “Note 2—Significant Accounting Policies— Investments
−Removed: at Fair Value ” for more detail.
−Removed: Board of Directors considers all relevant information that can reasonably be obtained when determining the fair value of
−Removed: Level 3 investments.
−Removed: Due to any given portfolio company’s information rights, changes in capital structure, recent
−Removed: events, transactions, or liquidity events, the type and availability of unobservable inputs may change.
−Removed: Increases/(decreases) in
−Removed: revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike
−Removed: price would result in higher (lower) fair values, all else equal.
−Removed: Decreases/(increases) in discount rates, volatility, and annual
−Removed: risk rates, would result in higher (lower) fair values, all else equal.
−Removed: The market approach utilizes market value (revenue and EBIT)
−Removed: multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies.
−Removed: Directors carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value the
−Removed: Company’s portfolio companies.
−Removed: These factors include, but are not limited to, the type of organization, similarity to the
−Removed: business being valued, relevant risk factors, as well as size, profitability and growth expectations.
−Removed: In general, precedent
−Removed: transactions include recent rounds of financing, recent purchases made by the Company, and tender offers.
−Removed: Refer to “Note
−Removed: 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.
+Added: Common stock in private companies (7)
+Added: Market Approach
+Added: Revenue Multiples
+Added: 0.77 x - 8.81 x ( 7.59 x)
+Added: Precedent Transactions
+Added: AFFO (4) Multiples
+Added: Dissolution Risk
+Added: Debt investments
+Added: Market Approach
+Added: Revenue Multiples
+Added: 0.90 x - 1.31 x ( 1.22 x)
+Added: Option Pricing Model
+Added: Term to Expiration (Years)
+Added: Precedent Transaction
+Added: of December 31, 2024, the Board of Directors used a hybrid market and income approach to
+Added: value certain common and preferred stock investments, as the Board of Directors felt this
+Added: approach better reflected the fair value of these investments.
+Added: In considering multiple valuation
+Added: approaches (and consequently, multiple valuation techniques), the valuation approaches and
+Added: techniques are not likely to change from one period of measurement to the next;
+Added: the weighting of each in determining the final fair value of a Level 3 investment may change
+Added: based on recent events or transactions.
+Added: The hybrid approach may also consider certain risk
+Added: weightings to account for the uncertainty of future events.
+Added: Refer to “Note 2—Significant
+Added: Accounting Policies— Investments at Fair Value ” for more detail.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Board of Directors considers all relevant information that can reasonably be obtained when
+Added: determining the fair value of Level 3 investments.
+Added: Due to any given portfolio company’s
+Added: information rights, changes in capital structure, recent events, transactions, or liquidity
+Added: events, the type and availability of unobservable inputs may change.
+Added: Increases/(decreases)
+Added: in revenue multiples, earnings before interest and taxes (“EBIT”) multiples,
+Added: time to expiration, and stock price/strike price would result in higher (lower) fair values,
+Added: all else equal.
+Added: Decreases/(increases) in discount rates, volatility, and annual risk rates,
+Added: would result in higher (lower) fair values, all else equal.
+Added: The market approach utilizes
+Added: market value (revenue and EBIT) multiples of publicly traded comparable companies and available
+Added: precedent sales transactions of comparable companies.
+Added: The Board of Directors carefully considers
+Added: numerous factors when selecting the appropriate companies whose multiples are used to value
+Added: the Company’s portfolio companies.
+Added: These factors include, but are not limited to, the
+Added: type of organization, similarity to the business being valued, relevant risk factors, as
+Added: well as size, profitability and growth expectations.
+Added: In general, precedent transactions include
+Added: recent rounds of financing, recent purchases made by the Company, and tender offers.
+Added: to “Note 2—Significant Accounting Policies— Investments at Fair Value ”
+Added: for more detail.
weighted averages are calculated based on the fair market value of each investment.
2 unchanged sentences
Expected Return Method, or “PWERM”.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (6) Preferred
+Added: Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
+Added: Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested
+Added: in the Series C Preferred shares of CoreWeave, Inc., and the Company’s investment in the Membership Interest of IH10, LLC which is invested in the Series B Preferred
+Added: Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures
+Added: 4 Plus Pte Ltd.
+Added: (8) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc.
+Added: and Commercial Streaming Solutions
+Added: (d/b/a BettorView).
of December 31, 2023
−Removed: Approach/ Technique (1)
−Removed: (Weighted Average) (3)
−Removed: stock in private companies
−Removed: - 4.42 x ( 1.74 x)
−Removed: - 12.62 x ( 10.94 x)
−Removed: - 5.45 x ( 2.38 x)
−Removed: stock in private companies
+Added: Valuation Approach/ Technique (1)
+Added: Unobservable Inputs (2)
+Added: Range (Weighted Average) (3)
+Added: Preferred stock in private companies
$ 122,744,564
−Removed: - 5.45 x ( 3.6 x)
−Removed: pricing model
−Removed: to expiration (Years)
−Removed: - 5.29 x ( 1.65 x)
−Removed: of December 31, 2022, the Board of Directors used a hybrid market and income approach to value certain
−Removed: common and preferred stock investments, as the Board of Directors felt this approach better reflected the
−Removed: fair value of these investments.
−Removed: In considering multiple valuation approaches (and consequently,
−Removed: multiple valuation techniques), the valuation approaches and techniques are not likely to
−Removed: change from one period of measurement to the next;
−Removed: however, the weighting of each in determining
−Removed: the final fair value of a Level 3 investment may change based on recent events or transactions.
−Removed: The hybrid approach may also consider certain risk weightings to account for the uncertainty
−Removed: of future events.
−Removed: Refer to “Note 2—Significant Accounting Policies— Investments
−Removed: at Fair Value ” for more detail.
−Removed: Board of Directors considers all relevant information that can reasonably be obtained when determining the fair value of
−Removed: Level 3 investments.
−Removed: Due to any given portfolio company’s information rights, changes in capital structure, recent events,
−Removed: transactions, or liquidity events, the type and availability of unobservable inputs may change.
−Removed: Increases/(decreases) in revenue multiples,
−Removed: EBIT multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values, all else
−Removed: Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair values, all else
−Removed: The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable companies and available precedent
−Removed: sales transactions of comparable companies.
−Removed: The Board of Directors carefully considers numerous factors
−Removed: when selecting the appropriate companies whose multiples are used to value the Company’s portfolio
−Removed: These factors include, but are not limited to, the type of organization, similarity
−Removed: to the business being valued, relevant risk factors, as well as size, profitability and growth
−Removed: expectations.
−Removed: In general, precedent transactions include recent rounds of financing, recent
−Removed: purchases made by the Company, and tender offers.
+Added: Market Approach
+Added: Revenue Multiples
+Added: 0.15 x - 11.41 x ( 2.73 x)
+Added: Discount Rate
+Added: Common stock in private companies (6)
+Added: Market Approach
+Added: Revenue Multiples
+Added: 0.15 x - 11.13 x ( 9.29 x)
+Added: 15.0 % - 25.0 % ( 18.5 %)
+Added: Discount Rate
+Added: Debt investments
+Added: Market Approach
+Added: Revenue Multiples
+Added: 1.21 x - 1.66 x ( 1.56 x)
+Added: Term to Expiration (Years)
+Added: 0.65 - 5.63 ( 0.79 )
+Added: Discount Rate
+Added: 15 % - 18 % ( 16.0 %)
+Added: of December 31, 2023, the Board of Directors used a hybrid market and income approach to
+Added: value certain common and preferred stock investments, as the Board of Directors felt this
+Added: approach better reflected the fair value of these investments.
+Added: In considering multiple valuation
+Added: approaches (and consequently, multiple valuation techniques), the valuation approaches and
+Added: techniques are not likely to change from one period of measurement to the next;
+Added: the weighting of each in determining the final fair value of a Level 3 investment may change
+Added: based on recent events or transactions.
+Added: The hybrid approach may also consider certain risk
+Added: weightings to account for the uncertainty of future events.
Refer to “Note 2—Significant
Accounting Policies— Investments at Fair Value ” for more detail.
+Added: Board of Directors considers all relevant information that can reasonably be obtained when
+Added: determining the fair value of Level 3 investments.
+Added: Due to any given portfolio company’s
+Added: information rights, changes in capital structure, recent events, transactions, or liquidity
+Added: events, the type and availability of unobservable inputs may change.
+Added: Increases/(decreases)
+Added: in revenue multiples, EBIT multiples,
+Added: time to expiration, and stock price/strike price would result in higher (lower) fair values,
+Added: all else equal.
+Added: Decreases/(increases) in discount rates, volatility, and annual risk rates,
+Added: would result in higher (lower) fair values, all else equal.
+Added: The market approach utilizes
+Added: market value (revenue and EBIT) multiples of publicly traded comparable companies and available
+Added: precedent sales transactions of comparable companies.
+Added: The Board of Directors carefully considers
+Added: numerous factors when selecting the appropriate companies whose multiples are used to value
+Added: the Company’s portfolio companies.
+Added: These factors include, but are not limited to, the
+Added: type of organization, similarity to the business being valued, relevant risk factors, as
+Added: well as size, profitability and growth expectations.
+Added: In general, precedent transactions include
+Added: recent rounds of financing, recent purchases made by the Company, and tender offers.
+Added: to “Note 2—Significant Accounting Policies— Investments at Fair Value ”
+Added: for more detail.
weighted averages are calculated based on the fair market value of each investment.
2 unchanged sentences
Expected Return Method, or “PWERM”.
+Added: Stock includes the Company’s Limited Partner Fund Investment in True Global Ventures
+Added: 4 Plus Pte Ltd.
+Added: (7) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc.
+Added: and Commercial Streaming Solutions Inc.
+Added: (d/b/a BettorView).
CAPITAL CORP.
10 unchanged sentences
( 12,896,367 )
−Removed: ( 2,711,842 )
Purchases, capitalized fees and interest
−Removed: Sales/Maturity of investments
+Added: Sales/Redemptions of investments
( 10,375,762 )
( 1,414,278 )
+Added: ( 1,585,722 )
+Added: ( 13,750,712 )
Exercises and conversions (4)
3 unchanged sentences
( 7,076,812 )
+Added: ( 14,448,898 )
Net change in unrealized appreciation/(depreciation) included in earnings
( 24,123,671 )
−Removed: Transfers out of Level 3 (1)
−Removed: Fair Value as of December 31, 2023
( 10,957,286 )
+Added: Fair Value as of December 31, 2024
$ 151,003,991
−Removed: Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2023
$ 191,789,622
+Added: Net change in unrealized appreciation/ (depreciation) of Level 3 investments
+Added: still held as of December 31, 2024
$ ( 32,741,143 )
$ ( 27,210,597 )
+Added: (1) Preferred
+Added: Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
+Added: Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the
+Added: Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares
+Added: of CoreWeave, Inc., and the Company’s investment in the Membership Interest of IH10, LLC which is invested in the
+Added: Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures
+Added: 4 Plus Pte Ltd.
+Added: (3) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc.
+Added: and Commercial Streaming Solutions
+Added: (d/b/a BettorView).
the year ended December 31, 2024, the Company’s portfolio investments had the following
corporate actions which are reflected above:
−Removed: Technologies, Inc.
−Removed: shares, Series D
−Removed: Agreement for Future Equity
−Removed: Preferred shares, Series 1
−Removed: Preferred shares, Series 2
−Removed: Shares, Class A
−Removed: Enterprises, Inc.
−Removed: (d/b/a Hearth)
−Removed: Preferred Shares, Series B-3
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSquare) - Common shares, Class A (Level 2)
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSquare) Warrants (Level 1)
−Removed: shares, Class A
−Removed: shares, Class B
+Added: Portfolio Company
+Added: Conversion from
+Added: Conversion to
+Added: AltC Sponsor LLC
+Added: Common shares, Class A
+Added: Common shares, Class B
+Added: - Common shares, Class A (Level 2)
+Added: Xgroup Holdings Limited (d/b/a Xpoint)
+Added: Convertible Note 6 %, Due 10/17/2024
+Added: Preferred shares, Series A-1
+Added: Warrants, Series A-1
+Added: Warrants, Series A
+Added: ServiceTitan, Inc.
+Added: Common shares
+Added: Common shares (Level 2)
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2023 as follows:
14 unchanged sentences
( 1,374,302 )
−Removed: Realized gains/(losses)
−Removed: Net change in unrealized appreciation/(depreciation) included in earnings
+Added: Exercises and conversions (3)
( 2,859,095 )
+Added: Realized gains/(losses)
( 10,914,376 )
( 9,815,023 )
+Added: Net change in unrealized appreciation/(depreciation) included in earnings
( 2,010,693 )
5 unchanged sentences
$ 168,568,251
−Removed: Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2022
+Added: Net change in unrealized appreciation/ (depreciation) of Level 3 investments
+Added: still held as of December 31, 2023
$ ( 2,010,694 )
1 unchanged sentence
$ ( 512,480 )
+Added: Net change in unrealized
+Added: appreciation/ (depreciation) of Level 3 investments still held
$ ( 2,010,694 )
+Added: $ ( 219,349 )
+Added: $ ( 512,480 )
+Added: Stock includes the Company’s Limited Partner Fund Investment in True Global Ventures
+Added: 4 Plus Pte Ltd.
+Added: (2) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc.
+Added: and Commercial Streaming Solutions
+Added: (d/b/a BettorView).
the year ended December 31, 2023, the Company’s portfolio investments had the following
corporate actions which are reflected above:
−Removed: Shares, Class AA
−Removed: Preferred Shares
−Removed: Preferred Warrants, Strike Price $ 12.42 , Expiration Date 11/9/2025
−Removed: Common shares (Level 2)
−Removed: warrants, Strike Price $ 3.98 , Expiration Date 11/9/2025 (Level 2)
+Added: Technologies, Inc.
+Added: shares, Series D
+Added: Agreement for Future Equity
+Added: Preferred shares, Series 1
+Added: Preferred shares, Series 2
+Added: Shares, Class A
+Added: Enterprises, Inc.
+Added: (d/b/a Hearth)
+Added: Shares, Series B-3
+Added: Holdings, Inc.
+Added: (d/b/a PublicSquare) - Common shares, Class A (Level 2)
+Added: Holdings, Inc.
+Added: (d/b/a PublicSquare) Warrants (Level 1)
+Added: shares, Class A
+Added: shares, Class B
CAPITAL CORP.
5 unchanged sentences
OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
−Removed: Type/Industry/Portfolio
−Removed: Company/Investment
−Removed: Value at December 31,
−Removed: Fees, Interest and
+Added: Type/Industry/Portfolio Company/Investment
+Added: Principal/Quantity
+Added: Fair Value at December 31, 2023
+Added: Transfer In/ (Out)
+Added: Sales/Redemptions
Gains/(Losses)
Gains/(Losses)
−Removed: Value at December 31,
−Removed: Percentage of
+Added: Fair Value at December 31, 2024
INVESTMENTS * (2)
−Removed: Purpose Acquisition Company
−Removed: Sponsor II LLC**–Class W Units
−Removed: $ ( 262,347 )
−Removed: Sponsor LLC** (6) –Class W Units
+Added: Special Purpose Acquisition Company
+Added: Colombier Sponsor II LLC**–Class W Units
+Added: Total Options
+Added: Preferred Stock
+Added: Clean Technology
+Added: (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class
( 6,780,680 )
+Added: Total Preferred Stock
( 6,780,680 )
−Removed: (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A
−Removed: Preferred Stock
+Added: Clean Technology
(f/k/a GSV Sustainability Partners, Inc.)–Common shares
−Removed: Finance Technology
−Removed: Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV***
−Removed: Purpose Acquisition Company
−Removed: Sponsor II LLC**–Class B Units
−Removed: Sponsor LLC** (6) –Class B Units
+Added: Mobile Finance Technology
+Added: Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV***
( 10,000,000 )
+Added: Special Purpose Acquisition Company
+Added: Colombier Sponsor II LLC**–Class B Units
+Added: Total Common Stock
( 10,000,000 )
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Type/Industry/Portfolio
−Removed: Company/Investment
−Removed: Value at December 31,
−Removed: Fees, Interest and
−Removed: Gains/(Losses)
−Removed: Gains/(Losses)
−Removed: Value at December 31,
−Removed: Percentage of
CONTROLLED INVESTMENTS* (2)
3 unchanged sentences
INVESTMENTS * (1)
−Removed: Innovation Platform
−Removed: (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8 %, Due 8/23/2024 (3)
−Removed: $ ( 720,805 )
Debt Investments
−Removed: Research, Inc.–Preferred shares, Series C
−Removed: Research, Inc.–Preferred shares, Series B
−Removed: Knowledge Networks
−Removed: Media Platform
−Removed: (7) – Preferred shares, Series C-2 6%
−Removed: ( 2,414,178 )
−Removed: (7) – Preferred shares, Series B 6%
+Added: Global Innovation Platform
+Added: OneValley, Inc.
+Added: (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8 %, Due
$ ( 1,414,278 )
−Removed: (7) – Preferred shares, Series A 6%
$ ( 237,219 )
−Removed: (7) – Preferred shares, Series Seed 6%
−Removed: Digital Media Platform
+Added: Total Debt Investments
( 1,414,278 )
−Removed: LLC (4) – Preferred shares, Series D 8%
−Removed: LLC (4) – Preferred shares, Series C 8%
−Removed: LLC (4) – Preferred shares, Series B 8%
−Removed: LLC (4) – Preferred shares, Series A 8%
CAPITAL CORP.
1 unchanged sentence
TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Type/Industry/Portfolio
−Removed: Company/Investment
−Removed: Value at December 31,
−Removed: Fees, Interest and
+Added: Type/Industry/Portfolio Company/Investment
+Added: Principal/Quantity
+Added: Fair Value at December 31, 2023
+Added: Transfer In/ (Out)
+Added: Sales/Redemptions
Gains/(Losses)
Gains/(Losses)
−Removed: Value at December 31,
−Removed: Percentage of Net
−Removed: Total Interactive Learning
+Added: Fair Value at December 31, 2024
+Added: Preferred Stock
+Added: Knowledge Networks
+Added: Maven Research, Inc.–Preferred shares, Series C
+Added: Maven Research, Inc.–Preferred shares, Series B
+Added: Total Knowledge Networks
+Added: Interactive Learning
+Added: LLC (5) – Preferred shares, Series D 8%
+Added: LLC (5) – Preferred shares, Series C 8%
( 1,427,939 )
+Added: LLC (5) – Preferred shares, Series B 8%
( 1,517,142 )
−Removed: Total Preferred Stock — 9,950,835 — —
+Added: LLC (5) – Preferred shares, Series A 8%
+Added: Total Interactive Learning
( 3,267,048 )
−Removed: Media Platform
−Removed: (7) – Common Warrants, Strike Price $ 0.01 ,
−Removed: Expiration Date 4/9/2028 — — — — —
+Added: Total Preferred Stock
( 3,267,048 )
Global Innovation Platform
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.)–Preferred Warrant Series
−Removed: B, Strike Price $ 2.31 ,
−Removed: Expiration Date 12/31/2023
−Removed: ( 5,080 ) 5,080 — — %
−Removed: OneValley, Inc.
(f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024 (6)
−Removed: Innovation Platform — 652,127 — —
( 1,585,722 )
−Removed: Holdings, Inc.
+Added: ( 6,982,628 )
+Added: Total Global Innovation Platform
+Added: ( 1,585,722 )
+Added: ( 6,982,628 )
+Added: E-Commerce Marketplace
+Added: PSQ Holdings,
(d/b/a PublicSquare)** (3)(4) – Warrants
( 1,964,750 )
+Added: Total Options
( 1,964,750 )
1 unchanged sentence
( 6,982,628 )
−Removed: Inc.–Common shares 1,135,944 — — — —
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSquare)** (6) – Class A Common shares
+Added: Online Education
+Added: Curious.com, Inc.–Common shares
+Added: E-Commerce Marketplace
+Added: PSQ Holdings,
+Added: (d/b/a PublicSquare)** (3)(4) – Common shares, Class A
( 8,542,386 )
+Added: Total Common Stock
( 8,542,386 )
−Removed: Common Stock —
NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
$ ( 10,507,136 )
+Added: $ ( 3,000,000 )
+Added: $ ( 6,598,526 )
CAPITAL CORP.
2 unchanged sentences
portfolio investments are non-income-producing, unless otherwise identified.
−Removed: Equity investments are subject to lock-up restrictions
−Removed: upon their IPO.
−Removed: Preferred dividends are generally only payable when declared and paid by the portfolio company’s board of directors.
−Removed: The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s
−Removed: portfolio investments.
−Removed: (Refer to “Note 3—Related-Party Arrangements”).
−Removed: All portfolio investments are considered
−Removed: Level 3 and valued using significant unobservable inputs, unless otherwise noted.
−Removed: (Refer to “Note 4—Investments at Fair
−Removed: All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted.
−Removed: of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as
−Removed: determined in good faith by the Company’s Board of Directors.
−Removed: (Refer to “Note 2—Significant Accounting Policies—Investments
−Removed: at Fair Value”).
−Removed: assets that SuRo Capital Corp.
+Added: Equity investments
+Added: may be subject to lock-up restrictions upon their IPO.
+Added: Preferred dividends are generally
+Added: only payable when declared and paid by the portfolio company’s board of directors.
+Added: The Company’s directors, officers, employees and staff, as applicable, may serve on
+Added: the board of directors of the Company’s portfolio investments.
+Added: (Refer to “Note
+Added: 3—Related-Party Arrangements”).
+Added: All portfolio investments are considered Level
+Added: 3 and valued using significant unobservable inputs, unless otherwise noted.
+Added: (Refer to “Note
+Added: 4—Investments at Fair Value”).
+Added: All of the Company’s portfolio investments
+Added: are restricted as to resale, unless otherwise noted, and were valued at fair value as determined
+Added: in good faith by the Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant
+Added: Accounting Policies— Investments at Fair Value ”).
+Added: Indicates assets that SuRo
+Added: Capital Corp.
believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.
−Removed: the Company’s total investments as of December 31, 2023, 14.03 % of its total investments are non-qualifying assets.
+Added: Of the Company’s
+Added: total investments as of December 31, 2024, 39.56 % of its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
+Added: *** Investment
is income-producing.
−Removed: Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined
−Removed: in the 1940 Act.
−Removed: In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
+Added: (1) “Affiliate
+Added: Investments” are investments in those companies that are “Affiliated Companies”
+Added: of SuRo Capital Corp., as defined in the 1940 Act.
+Added: In general, a company is deemed to be
+Added: an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp.
−Removed: owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.
−Removed: , securities with the right to elect directors)
−Removed: of such company.
−Removed: Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined
−Removed: in the 1940 Act.
−Removed: In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially
−Removed: owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors)
−Removed: and/or had the power to exercise control over the management or policies of such portfolio company.
−Removed: of December 31, 2023, the investments noted had been placed on non-accrual status.
−Removed: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW
−Removed: Holdings, Inc.
−Removed: August 23, 2019, SuRo Capital Corp.
−Removed: amended the structure of its investment in OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.).
−Removed: the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024,
−Removed: while SuRo Capital Corp.
−Removed: can put the shares to OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) at the end of the five year period.
−Removed: July 19, 2023, Colombier Acquisition Corp.
−Removed: (“Colombier”) stockholders approved a business combination with PSQ Holdings,
−Removed: (d/b/a PublicSquare) and related proposals at a special meeting.
−Removed: Also on July 19, 2023, PSQ Holdings, Inc.
−Removed: announced that it had
−Removed: consummated the business combination with Colombier pursuant to a merger agreement between the parties, creating the resultant combined
−Removed: company PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare).
−Removed: SuRo Capital Corp.’s shares of PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) Class A Common
−Removed: shares are subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc.
−Removed: warrants are freely tradable.
−Removed: March 1, 2023, Ozy Media, Inc.
−Removed: suspended operations.
−Removed: On May 4, 2023, SuRo Capital Corp.
−Removed: abandoned its investment in Ozy Media, Inc.
+Added: beneficially owns,
+Added: directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with
+Added: the right to elect directors) of such company.
+Added: Investments” are investments in those companies that are “Controlled Companies”
+Added: of SuRo Capital Corp., as defined in the 1940 Act.
+Added: In general, under the 1940 Act, the Company
+Added: would “Control” a portfolio company if the Company beneficially owns, directly
+Added: or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
+Added: the right to elect directors) and/or had the power to exercise control over the management
+Added: or policies of such portfolio company.
+Added: an investment considered Level 1 or Level 2 and valued using observable inputs.
+Added: “Note 4—Investments at Fair Value”.
+Added: Capital Corp.’s ownership percentage in PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) decreased
+Added: to below 5% and as such, PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) was no longer classified
+Added: as an “affiliate investment” as of September 30, 2024.
+Added: As such, the Company has
+Added: reflected a “transfer out” of the “Non-Controlled/Affiliate Investment”
+Added: category above as of September 30, 2024 to indicate that the investment in PSQ Holdings,
+Added: (d/b/a PublicSquare), while still held as of December 31, 2024, does not meet the criteria
+Added: of an affiliate investment as defined in the 1940 Act.
+Added: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
+Added: wholly owned subsidiary, GSVC SW Holdings, Inc.
CAPITAL CORP.
4 unchanged sentences
were as follows:
−Removed: Type/Industry/Portfolio
−Removed: Company/Investment
+Added: Type/Industry/Portfolio Company/Investment
+Added: Fair Value at December 31, 2022
+Added: Transfer In/ (Out)
Gains/(Losses)
Gains/(Losses)
+Added: Fair Value at December 31, 2023
INVESTMENTS * (2)
Special Purpose Acquisition Company
+Added: Colombier Sponsor II LLC**–Class W Units
+Added: $ ( 262,347 )
Sponsor LLC** (6) –Class W Units
+Added: ( 1,159,150 )
Total Options
+Added: ( 1,159,150 )
Preferred Stock
Clean Technology
−Removed: (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A (4)
+Added: (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class
Total Preferred Stock
Clean Technology
−Removed: (f/k/a GSV Sustainability Partners, Inc.)–Common
+Added: (f/k/a GSV Sustainability Partners, Inc.)–Common shares
Mobile Finance Technology
−Removed: Architect Capital PayJoy SPV, LLC**–Membership
−Removed: Interest in Lending SPV***
+Added: Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV***
Special Purpose Acquisition Company
+Added: Colombier Sponsor II LLC**–Class B Units
Sponsor LLC** (6) –Class B Units
+Added: ( 1,556,587 )
Total Common Stock
+Added: ( 1,556,587 )
CONTROLLED INVESTMENTS* (2)
+Added: $ ( 2,715,737 )
+Added: $ ( 600,693 )
CAPITAL CORP.
1 unchanged sentence
TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Type/Industry/Portfolio
−Removed: Company/Investment
+Added: Type/Industry/Portfolio Company/Investment
+Added: Fair Value at December 31, 2022
+Added: Transfer In/ (Out)
Gains/(Losses)
Gains/(Losses)
−Removed: NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)
+Added: Fair Value at December 31, 2023
+Added: NON-CONTROLLED/AFFILIATE
+Added: INVESTMENTS * (1)
Debt Investments
Global Innovation Platform
−Removed: OneValley, Inc.
(f/k/a NestGSV, Inc.) –Convertible Promissory Note 8%, Due 8/23/2024 (3)
+Added: $ ( 720,805 )
Total Debt Investments
5 unchanged sentences
Digital Media Platform
−Removed: Ozy Media, Inc.–Preferred shares, Series C-2 6%
−Removed: Ozy Media, Inc.–Preferred shares, Series B 6%
−Removed: Ozy Media, Inc.–Preferred shares, Series A 6%
−Removed: Ozy Media, Inc.–Preferred shares, Series Seed 6%
+Added: (7) – Preferred shares, Series C-2 6%
+Added: ( 2,414,178 )
+Added: (7) – Preferred shares, Series B 6%
+Added: ( 4,999,999 )
+Added: (7) – Preferred shares, Series A 6%
+Added: ( 3,000,200 )
+Added: (7) – Preferred shares, Series Seed 6%
Total Digital Media Platform
+Added: ( 10,914,377 )
Interactive Learning
−Removed: StormWind, LLC–Preferred shares, Series D 8% (5)
−Removed: StormWind, LLC–Preferred shares, Series C 8% (5)
−Removed: StormWind, LLC–Preferred shares, Series B 8% (5)
−Removed: StormWind, LLC–Preferred shares, Series A 8% (5)
+Added: LLC (4) – Preferred shares, Series D 8%
+Added: LLC (4) – Preferred shares, Series C 8%
+Added: LLC (4) – Preferred shares, Series B 8%
+Added: LLC (4) – Preferred shares, Series A 8%
Total Interactive Learning
−Removed: ( 1,879,887 )
Total Preferred Stock
3 unchanged sentences
TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Type/Industry/Portfolio
−Removed: Company/Investment
+Added: Type/Industry/Portfolio Company/Investment
+Added: Fair Value at December 31, 2022
+Added: Transfer In/ (Out)
Gains/(Losses)
Gains/(Losses)
+Added: Fair Value at December 31, 2023
Digital Media Platform
−Removed: Ozy Media, Inc.–Common Warrants, Strike Price $ 0.01 , Expiration Date 4/9/2028
+Added: (7) – Common Warrants, Strike Price $ 0.01 , Expiration Date 4/9/2028
Global Innovation Platform
OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $ 2.31 , Expiration Date 5/29/2022
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $ 2.31 , Expiration Date 12/31/2023
−Removed: OneValley, Inc.
+Added: (f/k/a NestGSV, Inc.)–Preferred Warrant
+Added: Series B, Strike Price $ 2.31 , Expiration Date 12/31/2023
(f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024 (5)
−Removed: ( 1,616,141 )
Total Global Innovation Platform
−Removed: ( 1,550,762 )
+Added: E-Commerce Marketplace
+Added: PSQ Holdings,
+Added: (d/b/a PublicSquare)** (6) – Warrants
Total Options
−Removed: ( 1,550,762 )
Online Education
Curious.com, Inc.–Common shares
+Added: E-Commerce Marketplace
+Added: PSQ Holdings,
+Added: (d/b/a PublicSquare)** (6) – Class A Common shares
Total Common Stock
−Removed: TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
+Added: NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
$ ( 318,368 )
+Added: $ ( 10,762,233 )
portfolio investments are non-income-producing, unless otherwise identified.
−Removed: Equity investments are subject to lock-up restrictions
−Removed: upon their IPO.
−Removed: Preferred dividends are generally only payable when declared and paid by the portfolio company’s board of directors.
−Removed: The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s
−Removed: portfolio investments.
−Removed: (Refer to “Note 3—Related-Party Arrangements”).
−Removed: All portfolio investments are considered
−Removed: Level 3 and valued using significant unobservable inputs, unless otherwise noted.
−Removed: (Refer to “Note 4—Investments at Fair
−Removed: All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted.
−Removed: of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as
−Removed: determined in good faith by the Company’s Board of Directors.
−Removed: (Refer to “Note 2—Significant Accounting Policies—Investments
−Removed: at Fair Value”).
−Removed: assets that SuRo Capital Corp.
−Removed: believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.
−Removed: the Company’s total investments as of December 31, 2022, 14.47 % of its total investments are non-qualifying assets.
−Removed: is income-producing.
+Added: Equity investments
+Added: are subject to lock-up restrictions upon their IPO.
+Added: Preferred dividends are generally only
+Added: payable when declared and paid by the portfolio company’s board of directors.
+Added: The Company’s
+Added: directors, officers, employees and staff, as applicable, may serve on the board of directors
+Added: of the Company’s portfolio investments.
+Added: (Refer to “Note 3—Related-Party
+Added: Arrangements”).
+Added: All portfolio investments are considered Level 3 and valued using significant
+Added: unobservable inputs, unless otherwise noted.
+Added: (Refer to “Note 4—Investments at
+Added: Fair Value”).
+Added: All portfolio investments are considered Level 3 and valued using unobservable
+Added: inputs, unless otherwise noted.
+Added: All of the Company’s portfolio investments are restricted
+Added: as to resale, unless otherwise noted, and were valued at fair value as determined in good
+Added: faith by the Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant
+Added: Accounting Policies—Investments at Fair Value”).
CAPITAL CORP.
1 unchanged sentence
TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined
−Removed: in the 1940 Act.
−Removed: In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
+Added: Indicates assets that SuRo
+Added: Capital Corp.
+Added: believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.
+Added: Of the Company’s
+Added: total investments as of December 31, 2023, 14.03% of its total investments are non-qualifying assets.
+Added: *** Investment
+Added: is income-producing.
+Added: (1) “Affiliate
+Added: Investments” are investments in those companies that are “Affiliated Companies”
+Added: of SuRo Capital Corp., as defined in the 1940 Act.
+Added: In general, a company is deemed to be
+Added: an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp.
−Removed: owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.
−Removed: , securities with the right to elect directors)
−Removed: of such company.
−Removed: Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined
−Removed: in the 1940 Act.
−Removed: In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially
−Removed: owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors)
−Removed: and/or had the power to exercise control over the management or policies of such portfolio company.
+Added: beneficially owns,
+Added: directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with
+Added: the right to elect directors) of such company.
+Added: Investments” are investments in those companies that are “Controlled Companies”
+Added: of SuRo Capital Corp., as defined in the 1940 Act.
+Added: In general, under the 1940 Act, the Company
+Added: would “Control” a portfolio company if the Company beneficially owns, directly
+Added: or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
+Added: the right to elect directors) and/or had the power to exercise control over the management
+Added: or policies of such portfolio company.
of December 31, 2023, the investments noted had been placed on non-accrual status.
−Removed: (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp.
−Removed: do not entitle SuRo Capital Corp.
−Removed: to a preferred dividend rate.
−Removed: SuRo Capital Corp.
−Removed: does not anticipate that SPBRX, INC.
−Removed: will pay distributions on a quarterly or regular
−Removed: basis or become a predictable distributor of distributions.
−Removed: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW
−Removed: Holdings, Inc.
+Added: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
+Added: wholly owned subsidiary, GSVC SW Holdings, Inc.
August 23, 2019, SuRo Capital Corp.
−Removed: amended the structure of its investment in OneValley, Inc.
+Added: amended the structure of its investment in OneValley,
(f/k/a NestGSV, Inc.).
−Removed: the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.
+Added: As part of the agreement, SuRo Capital Corp.’s equity holdings
+Added: (warrants notwithstanding) were restructured into a derivative security.
OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024,
−Removed: while SuRo Capital Corp.
+Added: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period,
+Added: ending August 23, 2024, while SuRo Capital Corp.
can put the shares to OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) at the end of the five year period.
−Removed: Sponsor LLC is the sponsor of Colombier Acquisition Corp., a special purpose acquisition company formed for the purpose of effecting
−Removed: a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more
+Added: NestGSV, Inc.) at the end of the five year period.
+Added: July 19, 2023, Colombier Acquisition Corp.
+Added: (“Colombier”) stockholders approved
+Added: a business combination with PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) and related proposals
+Added: at a special meeting.
+Added: Also on July 19, 2023, PSQ Holdings, Inc.
+Added: announced that it had consummated
+Added: the business combination with Colombier pursuant to a merger agreement between the parties,
+Added: creating the resultant combined company PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare).
+Added: Corp.’s shares of PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) Class A Common shares are
+Added: subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc.
+Added: warrants are freely tradable.
+Added: March 1, 2023, Ozy Media, Inc.
+Added: suspended operations.
+Added: On May 4, 2023, SuRo Capital Corp.
+Added: its investment in Ozy Media, Inc.
CAPITAL CORP.
3 unchanged sentences
Repurchase Program
−Removed: August 8, 2017, the Company announced a $ 5.0 million
−Removed: discretionary open-market share repurchase program of shares of the Company’s common stock, $ 0.01 par
−Removed: value per share, of up to $ 5.0 million
−Removed: until the earlier of (i) August 6, 2018 or (ii) the repurchase of $ 5.0 million
−Removed: in aggregate amount of the Company’s common stock (the “Share Repurchase Program”).
−Removed: Following several intervening approvals from the Company’s Board of Directors to increase the amount of shares of
−Removed: our common stock that may be repurchased under the discretionary Share Repurchase Program and/or to extend the Share Repurchase Program
−Removed: to later expiration dates, most recently, on August 7, 2023, the
−Removed: Company’s Board of Directors authorized an extension of, and an increase in the amount of shares of the Company’s common
−Removed: stock that may be repurchased under, the discretionary Share Repurchase Program until the earlier of (i) October 31, 2024 or (ii)
−Removed: the repurchase of $ 60.0 million
−Removed: in aggregate amount of the Company’s common stock.
+Added: August 8, 2017, the Company announced a $ 5.0
+Added: million discretionary open-market share repurchase program of shares of the Company’s common stock, $ 0.01
+Added: par value per share, of up to $ 5.0
+Added: million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $ 5.0
+Added: million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”).
+Added: Following several
+Added: intervening approvals from the Company’s Board of Directors to increase the amount of shares of the Company’s common
+Added: stock that may be repurchased under the discretionary Share Repurchase Program and/or to extend the Share Repurchase Program to
+Added: later expiration dates, on October 29, 2024, the Company’s Board of Directors authorized an extension, and increase in the
+Added: amount of common shares that may be purchased under, of the Company’s discretionary Share Repurchase
+Added: Program until the earlier of (i) October 31, 2025 or (ii) the repurchase of $ 64.3
+Added: million in aggregate amount of the Company’s common stock.
timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment
5 unchanged sentences
procedures and the applicable provisions of the 1940 Act and the Exchange Act.
−Removed: the year ended December 31, 2023, the Company repurchased 186,493 of the Company’s common stock under the Share Repurchase Program.
−Removed: During the year ended December 31, 2022, the Company repurchased 1,008,676 shares of the Company’s common stock under the Share
−Removed: Repurchase Program.
−Removed: As of December 31, 2023, the dollar value of shares that remained available to be purchased by the Company under
−Removed: the Share Repurchase Program was approximately $ 20.7 million.
+Added: the year ended December 31, 2024, the Company did no t repurchase any shares of the Company’s common stock under the Share Repurchase
+Added: During the year ended December 31, 2023, the Company repurchased 186,493 shares of the Company’s common stock under the
+Added: Share Repurchase Program.
+Added: As of December 31, 2024, the dollar value of shares that remained available to be purchased by the Company
+Added: under the Share Repurchase Program was approximately $ 25.0 million.
Dutch Auction Tender Offer
−Removed: March 17, 2023, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”)
−Removed: to purchase up to 3,000,000 shares of its common stock from its stockholders, which expired on April 17, 2023 .
−Removed: In accordance with the
−Removed: terms of the Modified Dutch Auction Tender Offer, the Company selected the lowest price per share of not less than $ 3.00 per share and
−Removed: not greater than $ 4.50 per share.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: to the Modified Dutch Auction Tender Offer, the Company repurchased 3,000,000 shares, representing 10.6 % of its outstanding shares, on
−Removed: or about April 21, 2023 at a price of $ 4.50 per share.
−Removed: The Company used available cash to fund the purchase of its shares of common stock
−Removed: in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.
+Added: February 20, 2024, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender
+Added: Offer”) to purchase up to 2,000,000 shares of its common stock from its stockholders, which expired on April 1, 2024.
+Added: In accordance
+Added: with the terms of the Modified Dutch Auction Tender Offer, the Company selected the lowest price per share of not less than $ 4.00 per
+Added: share and not greater than $ 5.00 per share.
+Added: to the Modified Dutch Auction Tender Offer, the Company repurchased 2,000,000 shares, representing 7.9 % of its then-outstanding shares,
+Added: on or about April 5, 2024 at a price of $ 4.70 per share.
+Added: The Company used available cash to fund the purchase of its shares of common
+Added: stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.
and Restated 2019 Equity Incentive Plan
2 unchanged sentences
At-the-Market
−Removed: July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (as amended, the “Sales Agreement”),
−Removed: with BTIG, LLC, JMP Securities LLC and Ladenburg Thalmann & Co., Inc.
+Added: July 29, 2020, the Company established an “at-the-market” offering (the “ATM Program”) pursuant to an
+Added: At-the-Market Sales Agreement dated July 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales
+Added: Agreement”) with BTIG LLC, Citizens JMP Securities, LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co.
+Added: Barrington Research Associates, Inc.
(collectively, the “Agents”).
−Removed: Under the Sales Agreement,
−Removed: the Company may, but has no obligation to, issue and sell up to $ 150.0
−Removed: million in aggregate amount of shares of its
−Removed: common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM
−Removed: The Company intends to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance
−Removed: with its investment objective and strategy and for general corporate purposes.
+Added: Under the Sales Agreement, the Company may, but has
+Added: no obligation to, issue and sell up to $ 150.0
+Added: million in aggregate amount of shares of its common stock (the “Shares”) from time to time through the Agents or to them
+Added: as principal for their own account (the “ATM Program”).
+Added: The Company intends to use the net proceeds from the ATM Program
+Added: to make investments in portfolio companies in accordance with its investment objective and strategy and for general corporate
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
of the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415
−Removed: 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or sales made to or through a market
−Removed: maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or
−Removed: at other negotiated prices.
+Added: under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or sales made to or through
+Added: a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices
+Added: or at other negotiated prices.
Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from
4 unchanged sentences
agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
−Removed: the year ended December 31, 2023, the Company did not issue or sell Shares under the ATM Program.
−Removed: During the year ended December 31,
−Removed: 2022, the Company issued and sold 17,807
−Removed: Shares under the ATM Program at weighted-average price of $ 13.01 per
−Removed: share, for gross proceeds of $ 231,677 and
−Removed: net proceeds of $ 229,896 ,
−Removed: after deducting commissions to the Agents on Shares sold.
−Removed: As of December 31, 2023, up to approximately $ 98.8 million
−Removed: in aggregate amount of the Shares remain available for sale under the ATM Program.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: the years ended December 31, 2024 and 2023, the Company did not issue or sell Shares under the ATM Program.
+Added: As of December 31, 2024, up
+Added: to approximately $ 98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.
6— NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED
14 unchanged sentences
$ ( 132,177,053 )
−Removed: Adjustment for interest and amortization on 4.75% Convertible Senior Notes due 2023 (1)
+Added: Adjustment for interest and amortization on 6.50 % Convertible Notes due 2029 (1)
Net change in net assets resulting from operations, as adjusted
1 unchanged sentence
$ ( 132,177,053 )
−Removed: Adjustment for dilutive effect of 4.75% Convertible Senior Notes due 2023 (1)
−Removed: Weighted-average common
−Removed: shares outstanding–diluted (1)
+Added: Adjustment for dilutive effect of 6.50 % Convertible Notes due 2029 (1)
+Added: Weighted-average common shares outstanding–diluted (1)
Earnings per common share–diluted
−Removed: As of December 31, 2023, 2022, and 2021, there were no potentially dilutive securities outstanding.
+Added: the year ended December 31, 2024, 3,870,969
+Added: potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net decrease in net
+Added: assets resulting from operations per common shares because the effect of these shares would have been anti-dilutive.
+Added: For the years
+Added: ended December 31, 2023 and 2022, there were no
+Added: potentially dilutive securities outstanding.
7— COMMITMENTS AND CONTINGENCIES
7 unchanged sentences
The Company is not currently a party to any material legal proceedings.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
Leases and Related Deposits
1 unchanged sentence
for the operating lease obligation.
−Removed: The lease commenced June 3, 2019 and expires July 31, 2024.
−Removed: The lease expense is presented as a single
−Removed: lease cost that is amortized on a straight-line basis over the life of the lease.
−Removed: of December 31, 2023 and December 31, 2022, the Company booked a right-of-use asset and operating lease liability of $ 112,485 and $ 288,268 ,
+Added: The lease originally commenced on June 3, 2019 and expired on August 31, 2024.
+Added: On September 1, 2024,
+Added: the Company extended the previous operating lease for office space for an additional term of three years and three months, expiring March
+Added: The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the lease.
+Added: of December 31, 2024 and December 31, 2023, the Company booked a right-of-use asset and operating lease liability of $ 446,349
+Added: and $ 112,485 ,
respectively, on the Consolidated Statement of Assets and Liabilities .
As of December 31, 2024 and December 31, 2023, the Company recorded
−Removed: a security deposit of $ 16,574 and $ 16,574 , respectively, on the Consolidated Statement of Assets and Liabilities.
−Removed: For the years
−Removed: ended December 31, 2023 and 2022, the Company incurred $ 204,109 and $ 192,176 , respectively, of operating lease expense.
−Removed: reflected on the Consolidated Statement of Assets and Liabilities have been discounted using the rate implicit in the lease.
−Removed: As of December
−Removed: 31, 2023, the remaining lease term was 0.6 years and the discount rate was 3.00 %.
+Added: a security deposit of $ 16,574
+Added: and $ 16,574 ,
+Added: respectively, on the Consolidated Statement of Assets and Liabilities.
+Added: For the years ended December 31, 2024 and 2023, the Company incurred
+Added: and $ 204,109 ,
+Added: respectively, of operating lease expense.
+Added: The amounts reflected on the Consolidated Statement of Assets and Liabilities have been discounted
+Added: using the rate implicit in the lease.
+Added: As of December 31, 2024, the remaining lease term was 3.3
+Added: years and the discount rate was 3.00 %.
following table shows future minimum payments under the Company’s operating lease as of December 31, 2024:
10 unchanged sentences
Net investment loss (1)
−Removed: Net realized gain/(loss) on investments (1)
+Added: realized gain/(loss) on investments (1)
+Added: Realized loss on partial repurchase of 6.00% Notes due December 30, 2026 (1)
Net change in unrealized appreciation/(depreciation) of investments (1)
−Removed: Benefit from taxes on unrealized depreciation of investments (1)
Dividends declared
22 unchanged sentences
$ 205,430,809
−Removed: Ratio of gross operating expenses to average net assets (3)
−Removed: Ratio of income tax provision to average net assets
Ratio of net operating expenses to average net assets (3)
2 unchanged sentences
on weighted-average number of shares outstanding for the relevant period.
−Removed: return based on market value is based upon the change in market price per share between the opening and ending market values per
−Removed: share in the period, adjusted for dividends and equity issuances.
−Removed: Total return based on net asset value is based upon the change
−Removed: in net asset value per share between the opening and ending net asset values per share in the period, adjusted for dividends and
−Removed: equity issuances.
−Removed: For the year ended December 31, 2021, the Company excluded $ 100,274 of non-recurring expenses.
−Removed: For the year ended
−Removed: December 31, 2020, the Company excluded $ 1,962,431 of non-recurring expenses.
+Added: return based on market value is based upon the change in market price per share between the
+Added: opening and ending market values per share in the period, adjusted for dividends and equity
+Added: Total return based on net asset value is based upon the change in net asset value
+Added: per share between the opening and ending net asset values per share in the period, adjusted
+Added: for dividends and equity issuances.
+Added: the year ended December 31, 2021, the Company excluded $ 100,274
+Added: of non-recurring expenses.
For the year ended December 31, 2020, the Company excluded $ 1,962,431
of non-recurring expenses.
−Removed: Because the ratios are calculated for the Company’s common stock taken
−Removed: as a whole, an individual investor’s ratios may vary from these ratios.
+Added: Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary
+Added: from these ratios.
+Added: 9— INCOME TAXES
+Added: Company elected to be treated and intends to qualify annually as a RIC under Subchapter M of the Code and, as such, will not be
+Added: subject to U.S.
+Added: federal income tax on the portion of taxable income (including gains) timely distributed as dividends for U.S.
+Added: federal income tax purposes to stockholders.
+Added: Taxable income includes the Company’s taxable interest, dividend and fee income,
+Added: reduced by certain deductions, as well as taxable net realized investment gains.
+Added: Taxable income generally differs from net income
+Added: for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally
+Added: excludes net unrealized appreciation or depreciation, as such gains or losses are not included in taxable income until they are
CAPITAL CORP.
1 unchanged sentence
TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 9— INCOME TAXES
−Removed: Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2014 and has
−Removed: qualified to be treated as a RIC for subsequent taxable years.
−Removed: The Company intends to continue to operate so as to qualify to be subject
−Removed: to tax treatment as a RIC under Subchapter M of the Code and, as such, will not be subject to U.S.
−Removed: federal income tax on the portion
−Removed: of taxable income (including gains) distributed as dividends for U.S.
−Removed: federal income tax purposes to stockholders.
−Removed: Taxable income includes
−Removed: the Company’s taxable interest, dividend and fee income, reduced by certain deductions, as well as taxable net realized investment
−Removed: Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in
−Removed: the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are
−Removed: not included in taxable income until they are realized.
−Removed: qualify and be subject to tax as a RIC, the Company is required to meet certain income and asset diversification tests in addition to
+Added: qualify as a RIC, the Company is required to meet certain income and asset diversification tests in addition to
distributing dividends of an amount generally at least equal to 90 % of its investment company taxable income, as defined by the Code
26 unchanged sentences
year, or returns of capital.
−Removed: Company has taxable subsidiaries which hold certain portfolio investments in an effort to limit potential legal liability and/or comply
−Removed: with source-income type requirements contained in the RIC tax provisions of the Code.
−Removed: These taxable subsidiaries are consolidated for
−Removed: GAAP and the portfolio investments held by the taxable subsidiaries are included in the Company’s consolidated financial statements
−Removed: and are recorded at fair value.
−Removed: These taxable subsidiaries are not consolidated with the Company for income tax purposes and may generate
−Removed: income tax expense, or benefit, and tax assets and liabilities as a result of their ownership of certain portfolio investments.
−Removed: generated by these taxable subsidiaries generally would be subject to tax at normal corporate tax rates based on its taxable income.
+Added: Company has subsidiaries that are classified as corporations for U.S.
+Added: federal income tax purposes which hold certain portfolio
+Added: investments in an effort to limit potential legal liability and/or comply with source-income type requirements contained in the RIC
+Added: tax provisions of the Code.
+Added: These subsidiaries are consolidated for GAAP and the portfolio investments held by the subsidiaries are
+Added: included in the Company’s consolidated financial statements and are recorded at fair value.
+Added: These subsidiaries are not
+Added: consolidated with the Company for U.S.
+Added: federal income tax purposes and may generate income tax expense, or benefit, and tax assets
+Added: and liabilities as a result of their ownership of certain portfolio investments.
+Added: Any income generated by these subsidiaries
+Added: generally would be subject to U.S.
+Added: federal income tax imposed at corporate rates.
Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that it
3 unchanged sentences
of December 31, 2024 and December 31, 2023, the Company recorded a deferred tax liability of $ 0 .
−Removed: The Company is required to include
−Removed: net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently
−Removed: payable/receivable.
−Removed: Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent
−Removed: differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such
−Removed: gains or losses are not included in taxable income until they are realized.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: The Company is required to include net
+Added: deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.
+Added: Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition
+Added: of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are not included
+Added: in taxable income until they are realized.
federal and state income tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences
3 unchanged sentences
may be significantly less than the actual amounts of the tax attributes.
−Removed: Company and the Taxable Subsidiaries identified their major tax jurisdictions as U.S.
−Removed: federal, New York, and California and may be subject
−Removed: to the taxing authorities’ examination for the tax years 2020–2023 in New York and 2019–2023 in California, respectively.
−Removed: Further, the Company and the Taxable Subsidiaries accrue all interest and penalties related to uncertain tax positions as incurred.
−Removed: of December 31, 2023, there were no material interest or penalties incurred related to uncertain tax positions.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: accounting purposes, the Company and the Taxable Subsidiaries identified their major tax jurisdictions as U.S.
+Added: federal, New York,
+Added: and California and may be subject to the taxing authorities’ examination for the tax years 2021–2023 for federal and New
+Added: York and 2020–2023 in California, respectively.
+Added: Further, the Company and the Taxable
+Added: Subsidiaries accrue all interest and penalties related to uncertain tax positions as incurred.
+Added: As of December 31, 2024, there were
+Added: no material interest or penalties incurred related to uncertain tax positions.
differences between ICTI and net investment income for financial reporting purposes are reclassified among capital accounts in the consolidated
12 unchanged sentences
( 2,953,733 )
−Removed: In general, we make certain
−Removed: adjustments to the classification of net assets as a result of permanent book-to-tax differences, which may include nondeductible federal
−Removed: excise taxes and net operating losses, among other items.
−Removed: Certain prior period amounts have been reclassified to conform with the tax-based
−Removed: components of capital at the period end.
−Removed: income tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital, long term capital gains or
−Removed: a combination thereof.
−Removed: The tax character of distributions declared in the years ended December 31, 2023, 2022, and 2021 was as follows:
+Added: general, the Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which may
+Added: include nondeductible federal excise taxes and net operating losses, among other items.
+Added: income tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital, long term capital gains
+Added: or a combination thereof.
+Added: The tax character of distributions declared in the years ended December 31, 2024, 2023, and 2022 was as
SCHEDULE OF TAX
5 unchanged sentences
Distributions on a tax basis
−Removed: federal income tax purposes, the tax cost of investments owned at December 31, 2023 and 2022, was $ 268,353,952 and $ 294,674,345 , respectively.
−Removed: The gross unrealized appreciation and gross unrealized depreciation on investments owned at December 31, 2023 was $ 73,341,574 and $ 93,803,419 ,
−Removed: respectively, and on investments owned at December 31, 2022 was $ 56,250,562 and $ 108,679,513 , respectively.
−Removed: The net unrealized appreciation/(depreciation)
−Removed: on investments owned at December 31, 2023 and 2022, was $( 20,461,845 ) and $( 52,428,951 ), respectively.
+Added: federal income tax purposes, the tax cost of investments owned at December 31, 2024 and 2023, was $ 252,563,617 and $ 268,353,952 ,
+Added: respectively.
+Added: The gross unrealized appreciation and gross unrealized depreciation on investments owned at December 31, 2024 was $ 31,354,369
+Added: and $ 74,537,243 ,
+Added: respectively, and on investments owned at December 31, 2023 was $ 73,341,574
+Added: and $ 93,803,419 ,
+Added: respectively.
+Added: The net unrealized appreciation/(depreciation) on investments owned at December 31, 2024 and 2023, was $( 43,182,874 ) and
+Added: $( 20,461,845 ), respectively.
December 31, 2024 and 2023, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected
−Removed: in the Company’s Consolidated Statements of Assets and Liabilities by temporary and other book/tax differences, primarily relating
−Removed: to the tax treatment of certain investments in partnerships and wholly-owned subsidiary corporations, and organizational expenses, as
+Added: in the Company’s Consolidated Statements of Assets and Liabilities by temporary and other book/tax differences, primarily
+Added: relating to the tax treatment of certain investments in partnerships and wholly owned subsidiary corporations, and organizational
+Added: expenses, as follows:
SCHEDULE OF COMPONENTS
2 unchanged sentences
Undistributed ordinary loss
−Removed: $ ( 45,822,672 )
Accumulated net realized losses on investments
7 unchanged sentences
$ ( 41,046,808 )
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
10— DEBT CAPITAL ACTIVITIES
Notes due 2026
−Removed: December 17, 2021, the Company issued $ 70.0 million aggregate principal amount of its 6.00% Notes due 2026, pursuant to an Indenture, dated as of March 28, 2018 (the “Base Indenture”), between the Company and U.S.
−Removed: Trust Company, National Association (as successor in interest to U.S.
−Removed: Bank National Association), as trustee (the “Trustee”),
−Removed: as supplemented by a second supplemental indenture, dated as of December 17, 2021 (together with the Base Indenture, the “Indenture”),
−Removed: between the Company and the Trustee.
−Removed: On December 21, 2021, the Company issued an additional $ 5.0 million aggregate principal amount of
−Removed: 6.00% Notes due 2026 pursuant to an overallotment option.
−Removed: The 6.00% Notes due 2026 bear interest at a fixed rate of 6.00 % per year, payable
−Removed: quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022 .
−Removed: The 6.00% Notes
−Removed: due 2026 have a maturity date of December 30, 2026, unless previously repurchased in accordance with their terms.
−Removed: The Company has the
−Removed: right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption
−Removed: price of 100% of the outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest .
+Added: December 17, 2021, the Company issued $ 70.0 million aggregate principal amount of its 6.00% Notes due 2026 pursuant to an Indenture,
+Added: dated as of March 28, 2018 (the “Base Indenture”), between the Company and U.S.
+Added: Bank Trust Company, National Association
+Added: (as successor in interest to U.S.
+Added: Bank National Association), as trustee (the “Trustee”), as supplemented by a second supplemental
+Added: indenture, dated as of December 17, 2021 (together with the Base Indenture, the “Indenture”), between the Company and the
+Added: On December 21, 2021, the Company issued an additional $ 5.0 million aggregate principal amount of 6.00% Notes due 2026 pursuant
+Added: to an overallotment option.
+Added: The 6.00% Notes due 2026 bear interest at a fixed rate of 6.00 % per year, payable quarterly in arrears on
+Added: March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022.
+Added: The 6.00% Notes due 2026 have a maturity
+Added: date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms.
+Added: The Company has the right to redeem
+Added: the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price
+Added: of 100% of the outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest.
6.00% Notes due 2026 are direct unsecured obligations of the Company and rank pari passu , or equal in right of payment, with all
9 unchanged sentences
obligations of any of the Company’s subsidiaries.
+Added: Company records certain fees and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt issuance costs.
+Added: costs are reflected in the carrying value of the 6.00% Notes due 2026.
+Added: As of December 31, 2024 and December 31, 2023, the Company had
+Added: deferred debt issuance costs of $ 468,562
+Added: and $ 1,254,793 ,
+Added: respectively, associated with the 6.00% Notes due 2026.
+Added: The table below shows a reconciliation from the aggregate principal amount of
+Added: 6.00% Notes due 2026 to the balance shown on the Consolidated Statements of Assets and Liabilities.
+Added: SCHEDULE OF CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
+Added: December 31, 2024
+Added: December 31, 2023
+Added: Aggregate principal amount of 6.00% Notes due 2026
+Added: Direct deduction of deferred debt issuance costs
+Added: ( 1,254,793 )
6.00% Notes due 2026 are listed for trading on the Nasdaq Global Select Market under the symbol “SSSSL”.
3 unchanged sentences
and December 31, 2023, the fair value of the 6.00% Notes due 2026 was $ 43.8 million and $ 71.4 million, respectively.
−Removed: The 6.00% Notes
−Removed: due 2026 are classified as Level 1 of the fair value hierarchy (Refer to “Note 2 — Significant Accounting Policies”).
−Removed: As of December 31, 2023 and December 31, 2022, the Company was in compliance with the terms of the Indenture.
+Added: August 6, 2024, the Company’s Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”),
+Added: which allows the Company to repurchase up to 46.67 %, or $ 35.0 million in aggregate principal amount, of its 6.00% Notes due 2026 through
+Added: open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange
+Added: During the year ended December 31, 2024, the Company repurchased and retired $ 30.3 million of aggregate principal amount
+Added: of the 6.00% Notes due 2026.
CAPITAL CORP.
1 unchanged sentence
TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Convertible Notes due 2029
+Added: August 14, 2024, the Company privately issued $ 25.0 million aggregate principal amount of its 6.50% Convertible Notes due 2029 (the
+Added: “Initial Notes”) pursuant to a Note Purchase Agreement (the “Note Purchase Agreement”) between the Company
+Added: and the purchaser identified therein (the “Purchaser”).
+Added: On October 9, 2024, the Company issued an additional $ 5.0 million
+Added: in aggregate principal amount of 6.50% Convertible Notes due 2029 (the “Additional Notes”), which are treated as a single series with the Initial Notes.
+Added: As of December 31, 2024,
+Added: $ 30.0 million of 6.50% Convertible Notes due 2029 had been issued.
+Added: 6.50% Convertible Notes due 2029 bear interest at a rate of 6.50 %
+Added: per year, payable
+Added: quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on September 30, 2024.
+Added: Convertible Notes due 2029 have a maturity date of August
+Added: 14, 2029 , unless previously repurchased, redeemed
+Added: or converted in accordance with the terms of the Notes Purchase Agreement.
+Added: The Company has the right to redeem the 6.50%
+Added: Convertible Notes due 2029, in whole or in part, at any time or from time to time, on or after August 6, 2027, upon the fulfillment of certain conditions.
+Added: 6.50% Convertible Notes due 2029 will be convertible into shares of the Company’s common stock at the Purchaser’s sole
+Added: discretion at an initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible
+Added: Notes due 2029, which represent a conversion price of approximately $ 7.75
+Added: per share, subject to adjustment as provided in the Notes Purchase Agreement.
+Added: Upon evaluation, the Company has identified an embedded derivative within the Notes Purchase Agreement.
+Added: the Company may incur a potential liability.
+Added: As of December 31, 2024, the potential liability was $ 0 .
+Added: Management will continue to assess
+Added: the fair value of the embedded derivative at each reporting period.
+Added: 6.50% Convertible Notes due 2029 are direct unsecured obligations of the Company and rank pari passu, or equal in right of payment,
+Added: with any outstanding existing or future unsecured, unsubordinated indebtedness of the Company.
+Added: The 6.50% Convertible Notes due 2029 are
+Added: junior in right of payment to any existing or future secured credit facility;
+Added: provided, however, that if the Company enters into a future
+Added: credit facility senior in right of payment to the 6.50% Convertible Notes due 2029 (including any secured indebtedness), the interest
+Added: on the outstanding principal amount of the 6.50% Convertible Notes due 2029 shall increase as of the date of such entry to 7.00 % per
+Added: The table below shows a reconciliation from the aggregate principal amount of 6.50% Convertible Notes due 2029 to
+Added: the balance shown on the Consolidated Statements of Assets and Liabilities.
+Added: SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
+Added: December 31, 2024
+Added: Aggregate principal amount of 6.50% Convertible Notes due 2029
+Added: Direct deduction of deferred debt issuance costs
11— STOCK-BASED COMPENSATION
and Restated 2019 Equity Incentive Plan
−Removed: June 19, 2020, the Company’s Board of Directors adopted, and the Company’s stockholders approved, an amendment and restatement of the Company’s 2019
−Removed: Equity Incentive Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which the Company is authorized to
−Removed: grant equity awards for up to 1,627,967 shares of its common stock.
−Removed: In accordance with the exemptive relief granted to the Company by
−Removed: the SEC on June 16, 2020 with respect to the Amended & Restated 2019 Equity Incentive Plan, the Company is generally authorized to
−Removed: (i) issue restricted shares as part of the compensation package for certain of its employees, officers and all directors, including non-employee
−Removed: directors (collectively, the “Participants”), (ii) issue options to acquire shares of its common stock (“Options”)
−Removed: to certain employees, officers and employee directors as a part of such compensation packages, (iii) withhold shares of the Company’s
−Removed: common stock or purchase shares of common stock from the Participants to satisfy tax withholding obligations relating to the vesting
−Removed: of restricted shares or the exercise of Options granted to the certain Participants pursuant to the Amended & Restated 2019 Equity
−Removed: Incentive Plan, and (iv) permit the Participants to pay the exercise price of Options granted to them with shares of the Company’s
−Removed: common stock.
+Added: June 19, 2020, the Company’s Board of Directors adopted, and the Company’s stockholders approved, an amendment and restatement
+Added: of the Company’s 2019 Equity Incentive Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which the
+Added: Company is authorized to grant equity awards for up to 1,627,967 shares of its common stock.
+Added: In accordance with the exemptive relief
+Added: granted to the Company by the SEC on June 16, 2020 with respect to the Amended & Restated 2019 Equity Incentive Plan, the Company
+Added: is generally authorized to (i) issue restricted shares as part of the compensation package for certain of its employees, officers and
+Added: all directors, including non-employee directors (collectively, the “Participants”), (ii) issue options to acquire shares
+Added: of its common stock (“Options”) to certain employees, officers and employee directors as a part of such compensation packages,
+Added: (iii) withhold shares of the Company’s common stock or purchase shares of common stock from the Participants to satisfy tax withholding
+Added: obligations relating to the vesting of restricted shares or the exercise of Options granted to the certain Participants pursuant to the
+Added: Amended & Restated 2019 Equity Incentive Plan, and (iv) permit the Participants to pay the exercise price of Options granted to them
+Added: with shares of the Company’s common stock.
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
the Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $ 50,000 worth of restricted
10 unchanged sentences
than such restricted shares granted to non-employee directors, the Compensation Committee of the Company’s Board of Directors may
−Removed: determine the time or times at which Options and restricted shares granted to other Participants will vest or become payable or
−Removed: exercisable, as applicable.
−Removed: The exercise price of each Option will not be less than 100% of the fair market value of the
−Removed: Company’s common stock on the date the option is granted.
−Removed: However, any optionee who owns more than 10% of the combined voting
−Removed: power of all classes of the Company’s outstanding common stock (a “10% Stockholder”), will not be eligible for the
−Removed: grant of an incentive stock option unless the exercise price of the incentive stock option is at least 110% of the fair market value
−Removed: of the Company’s common stock on the date of grant.
−Removed: Generally, no Option will be exercisable after the expiration of ten years
−Removed: from the date of grant.
−Removed: In the case of an Option granted to a 10% Stockholder, the term of an incentive stock option will be for no
−Removed: more than five years from the date of grant.
+Added: determine the time or times at which Options and restricted shares granted to other Participants will vest or become payable or exercisable,
+Added: as applicable.
+Added: The exercise price of each Option will not be less than 100% of the fair market value of the Company’s common stock
+Added: on the date the option is granted.
+Added: However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s
+Added: outstanding common stock (a “10% Stockholder”), will not be eligible for the grant of an incentive stock option unless the
+Added: exercise price of the incentive stock option is at least 110% of the fair market value of the Company’s common stock on the date
+Added: Generally, no Option will be exercisable after the expiration of ten years from the date of grant.
+Added: In the case of an Option
+Added: granted to a 10% Stockholder, the term of an incentive stock option will be for no more than five years from the date of grant.
the year ended December 31, 2024, the Company granted 125,000 restricted shares to the Company’s officers pursuant to the
Amended & Restated 2019 Equity Incentive Plan.
−Removed: The restricted shares have a vesting period of 3 years.
−Removed: The Company determined
−Removed: that the fair values, based on the grant date close price of such restricted shares granted to the Company’s officers under
−Removed: the Amended & Restated 2019 Equity Incentive Plan during the year ended December 31, 2023 and 2022 were approximately $ 532,500
−Removed: and $ 2,885,000 ,
−Removed: respectively, in the aggregate.
−Removed: the years ended December 31, 2023 and 2022, the Company recognized stock-based compensation expense of $ 2,920,526 and
−Removed: $ 2,606,147 ,
−Removed: respectively, not including executive and employee forfeits.
+Added: the year ended December 31, 2024 and 2023, the Company recognized stock-based compensation expense of $ 2,550,638 and $ 2,920,526 , respectively,
+Added: not including executive and employee forfeits.
As of December 31, 2024 and December 31, 2023, there were approximately $ 4,333,337 and
−Removed: $ 6,451,610 of
−Removed: total unrecognized compensation costs related to the restricted share grants.
−Removed: Compensation expense associated with the restricted
−Removed: shares is recognized on a quarterly basis over the respective vesting periods.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: $ 4,849,887 , respectively, of total unrecognized compensation costs related to the restricted share grants.
+Added: Compensation expense associated
+Added: with the restricted shares is recognized on a quarterly basis over the respective vesting periods.
following table summarizes the activities for the Company’s restricted share grants for the year ended December 31, 2024 under
1 unchanged sentence
OF EQUITY INCENTIVE PLAN
−Removed: of Restricted Shares
+Added: Number of Restricted Shares
Outstanding as of December 31, 2023 (1)
1 unchanged sentence
Vested as of December 31, 2024
−Removed: The balance of vested shares
−Removed: reflects the total shares vested during the period and has not been reduced for those vested shares forfeited at time of vest related
−Removed: to net share settlement.
+Added: including unvested dividends.
+Added: balance of vested shares reflects the total shares vested during the period and has not been
+Added: reduced for those vested shares forfeited at time of vest related to net share settlement.
Amended & Restated 2019 Equity Incentive Plan provides for the concept of “net share settlement.” Specifically, it provides
1 unchanged sentence
the Participant’s tax obligations.
−Removed: On June 16, 2020, the Company received exemptive relief from the SEC to permit such withholding
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
12— SUBSEQUENT EVENTS
−Removed: January 1, 2024 through March 13, 2024, the Company made the following investments (not including capitalized transaction costs or
−Removed: investments in short-term U.S.
−Removed: Treasury bills).
−Removed: SCHEDULE OF INVESTMENTS BY COMPANY
−Removed: Supplying Demand, Inc.
−Removed: (d/b/a Liquid Death)
−Removed: Preferred shares, Series F-1
−Removed: January 1, 2024 through March 13,
−Removed: 2024 , the Company exited or received proceeds from the following investments
−Removed: (excluding short-term U.S.
−Removed: Treasury bills):
−Removed: OF INVESTMENTS
−Removed: Net Share Price (1)
−Removed: Nextdoor Holdings, Inc.
−Removed: $ ( 411,151 )
−Removed: PSQ Holdings,
−Removed: (d/b/a PublicSquare) - Warrants (4)
−Removed: $ ( 351,084 )
−Removed: The average net share price
−Removed: is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
−Removed: Realized gain does not include
−Removed: adjustments to amounts held in escrow receivable.
−Removed: As of February 23, 2024, SuRo Capital had sold its remaining Nextdoor Holdings, Inc.
−Removed: public common shares.
−Removed: As of March 13, 2024, SuRo Capital held 2,296,037 PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) public warrants.
+Added: January 1, 2025 through March 11, 2025, the Company made the following follow-on investments (not including capitalized transaction
+Added: SCHEDULE OF INVESTMENTS
+Added: Portfolio Company
+Added: Transaction Date
+Added: Orchard Technologies, Inc.
+Added: Preferred shares, Series 1
+Added: Orchard Technologies, Inc.
+Added: Simple Agreement for Future Equity
+Added: Simple Agreement for Future Equity
Company is frequently in negotiations with various private companies with respect to investments in such companies.
7 unchanged sentences
equity investments will be effectuated.
−Removed: Modified Dutch Auction Tender Offer
−Removed: February 14, 2024, the Company’s Board of Directors authorized a modified Dutch Auction tender offer (the “Tender Offer”)
−Removed: to purchase up to 2,000,000 shares of its common stock at a price per share of not less than $ 4.00 and not greater than $ 5.00 in $ 0.10
−Removed: increments, using available cash.
−Removed: The Tender Offer commenced on February 20, 2024 and will expire at 5:00 P.M.
−Removed: Eastern Time on April
−Removed: 1, 2024, unless extended.
−Removed: If the Tender Offer is fully subscribed, the Company will purchase 2,000,000 shares, or approximately 7.9 % ,
−Removed: of the Company’s outstanding shares of its common stock.
−Removed: Any shares tendered may be withdrawn prior to expiration of the Tender Offer.
−Removed: on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest per-share
−Removed: price that will enable it to acquire up to 2,000,000 shares of its common stock.
−Removed: All shares accepted in the Tender Offer will be purchase
−Removed: at the same price even if tendered at a lower price.
+Added: Notes due 2026 - Note Repurchase Program
+Added: January 6, 2025 and January 8, 2025, the Company repurchased an additional 199,990 units of the 6.00% Notes due 2026 under the Note Repurchase
+Added: Program resulting in the total use of the authorized available funds.
+Added: Convertible Notes Due 2029
+Added: January 16, 2025, the Company issued and sold $ 5.0 million
+Added: in aggregate principal amount of Additional Notes to the Purchaser pursuant to the Notes Purchase Agreement.
+Added: The Additional Notes
+Added: are treated as a single series with the initial issuance of $ 25.0 million in aggregate principal amount of the outstanding 6.50 %
+Added: Convertible Notes due 2029 and the additional $ 5.0 million issuance of the 6.50% Convertible Notes due 2029 on October 9, 2024
+Added: (together, the “Existing Notes”) and have the same terms as the Existing Notes.
+Added: The Additional Notes are fungible and rank
+Added: equally with the Existing Notes.
+Added: Upon issuance of the Additional Notes on January 16, 2025, the outstanding aggregate principal amount of the 6.50 %
+Added: Convertible Notes due 2029 became $ 35.0 million.
CAPITAL CORP.
3 unchanged sentences
OF QUARTERLY FINANCIAL DATA
+Added: Quarter Ended
+Added: December 31, 2024
+Added: September 30, 2024
Total Investment Income
7 unchanged sentences
( 13,713,512 )
+Added: Loss on Extinguishment of Debt
+Added: Net Change in Unrealized Appreciation/(Depreciation) of Investments
( 5,199,046 )
−Removed: Net Change in Unrealized
−Removed: Appreciation/(Depreciation) of Investments
( 6,965,946 )
−Removed: Net Increase/(Decrease)
−Removed: in Net Assets Resulting from Operations
( 18,418,370 )
+Added: Net Increase/(Decrease) in Net Assets Resulting from Operations
$ ( 5,452,245 )
−Removed: Net Increase/(Decrease) in Net Assets from
−Removed: Operations per Common Share:
+Added: $ ( 10,651,183 )
+Added: $ ( 22,065,346 )
+Added: Net Increase/(Decrease) in Net Assets from Operations per Common Share:
Weighted Average Common Shares Outstanding–Basic
Weighted Average Common Shares Outstanding–Diluted
−Removed: December 31, 2022
−Removed: September 30, 2022
−Removed: June 30, 2022
−Removed: March 31, 2022
Quarter Ended
1 unchanged sentence
September 30, 2023
−Removed: June 30, 2022
−Removed: March 31, 2022
Total Investment Income
8 unchanged sentences
( 13,270,199 )
−Removed: ( 1,966,225 )
Net Change in Unrealized Appreciation/(Depreciation) of Investments
( 8,973,578 )
−Removed: ( 36,951,920 )
−Removed: ( 88,562,575 )
Net Increase/(Decrease) in Net Assets Resulting from Operations
1 unchanged sentence
$ ( 15,620,024 )
−Removed: $ ( 94,339,688 )
Net Increase/(Decrease) in Net Assets from Operations per Common Share:
1 unchanged sentence
Weighted Average Common Shares Outstanding–Diluted
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Quarter Ended
+Added: December 31, 2022
+Added: September 30, 2022
Total Investment Income
5 unchanged sentences
( 4,224,705 )
−Removed: Net Realized Gain on Investments
−Removed: Net Change in Unrealized
−Removed: Appreciation/(Depreciation) of Investments
+Added: Net Realized Gain/(Loss) on Investments
( 1,894,406 )
1 unchanged sentence
( 1,966,225 )
−Removed: Net Increase/(Decrease)
−Removed: in Net Assets Resulting from Operations
+Added: Net Change in Unrealized Appreciation/(Depreciation) of Investments
( 7,633,982 )
( 36,951,920 )
−Removed: Net Increase/(Decrease) in Net Assets from
−Removed: Operations per Common Share:
+Added: ( 88,562,575 )
+Added: Net Increase/(Decrease) in Net Assets Resulting from Operations
+Added: $ ( 12,391,570 )
+Added: $ ( 45,902,250 )
+Added: $ ( 94,339,688 )
+Added: Net Increase/(Decrease) in Net Assets from Operations per Common Share:
Weighted Average Common Shares Outstanding–Basic
Weighted Average Common Shares Outstanding–Diluted
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONSOLIDATED FINANCIAL STATEMENTS
14— SUPPLEMENTAL FINANCIAL DATA
14 unchanged sentences
those portfolio companies that were more likely to materially impact the financial condition of an investment company.
−Removed: Company’s three controlled portfolio companies as of December 31, 2023, SPBRX, INC.
−Removed: (f/k/a GSV Sustainability Partners, Inc.),
−Removed: Architect Capital PayJoy SPV, LLC, and Colombier Sponsor II LLC, did not meet the definition of a “significant
−Removed: subsidiary” as set forth in Rule 1-02(w)(2).
−Removed: For comparability purposes, the Company has omitted the previously disclosed
−Removed: summarized financial information of the Company’s significant subsidiaries for the year ended December 31, 2022 as the
−Removed: Company’s significant subsidiaries would not have been considered significant subsidiaries under the Final Rules.
+Added: The Company’s controlled portfolio company as of December 31, 2024,
+Added: Colombier Sponsor II LLC, did not meet the definition of a “significant subsidiary” as set forth in Rule 1-02(w)(2) of Regulation
+Added: The Company’s three controlled portfolio companies as of December 31, 2023, SPBRX, INC.
+Added: (f/k/a GSV Sustainability Partners,
+Added: Inc.), Architect Capital PayJoy SPV, LLC, and Colombier Sponsor II LLC, did not meet the definition of significant subsidiaries under
+Added: the Final Rules.
in and Disagreements with Accountants on Accounting and Financial Disclosure
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.