Item 8. Financial Statements and Supplementary Data
Item
8. Financial Statements and Supplementary Data
Index
to Financial Statements
Page
Report of Independent Registered Public Accounting Firm PCAOB ID: 688
69
Consolidated Statements of Assets and Liabilities as of December 31, 2024 and 2023
70
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
7 1
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022
72
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
73
Consolidated
Schedule of Investments as of December 31, 2024
74
Consolidated
Schedule of Investments as of December 31, 2023
78
Notes
to Consolidated Financial Statements
82
68
TABLE OF CONTENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and Board of Directors of
SuRo
Capital Corp.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated statements of assets and liabilities of SuRo Capital Corp. and subsidiaries (the “Company”),
including the consolidated schedule of investments as of December 31, 2024 and 2023, the related consolidated statements of operations,
cash flows, and changes in net assets for each of the three years in the period ended December 31, 2024, the financial highlights (presented
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
statements”). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial
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
years in the period ended December 31, 2024 and the financial highlights for each of the five years in the period ended December 31,
2024, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit s in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation
of investments owned as of December 31, 2024, and 2023, by correspondence with the custodian, loan agents, and borrowers; when replies
were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
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
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation
of Investments – Level 3 Investments in Preferred Stock, Common Stock, Debt Investments and Options
As
described in Note 4 to the financial statements, approximately 91.6% of the Company’s $209 million total investments in securities
as of December 31, 2024, represents investments in Level 3 preferred stock, common stock, debt investments and options issued by private
companies whose fair value, as disclosed by management, is determined in good faith by the Board of Directors. Management applied significant
judgment in determining the fair value of these Level 3 investments, which involved the use of significant unobservable inputs with respect
to the revenue and/or other multiples utilized, liquidation value, financing risk, term to expiration and discount rates.
The
principal considerations for our determination that performing procedures relating to the valuation of Level 3 investments in preferred
stock, common stock, debt investments and options is a critical audit matter are the significant judgment involved by management in determining
the fair value of these Level 3 investments, including the use of various valuation techniques and significant unobservable inputs, which
in turn led to a high degree of auditor judgment, subjectivity, and effort in performing audit procedures and evaluating the audit evidence
obtained relating to the valuation techniques and significant unobservable inputs.
Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial
statements and financial highlights. Our principal audit procedures included, among others:
(i)
testing the completeness and accuracy of management’s valuations, including evaluating the appropriateness of management’s
methodologies, evaluating the reasonableness of assumptions and significant unobservable inputs, including revenue and/or other multiples
utilized, liquidation value, financing risk, term to expiration and discount rates; and
(ii)
the involvement of professionals with specialized skills and knowledge to assist in the assessment of the fair values for a sample of
investments, including reviewing the valuation methodologies, assessing the assumptions utilized in developing the estimates, and evaluating
the reasonableness of management’s conclusions in deriving the valuations.
/s/
Marcum LLP
Marcum
LLP
We
have served as the Company’s auditor since 2019.
Boston,
MA
March
12, 2025
69
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF ASSETS AND LIABILITIES
December
31, 2024
December
31, 2023
ASSETS
Investments at fair value:
Non-controlled/non-affiliate
investments (cost of $ 234,601,314 and $ 160,994,161 , respectively)
$ 198,511,915
$ 147,167,535
Non-controlled/affiliate investments
(cost of $ 20,605,400 and $ 32,775,940 , respectively)
9,268,827
24,931,333
Controlled
investments (cost of $ 1,602,940 and $ 18,771,097 , respectively)
1,600,000
11,982,381
Total
Portfolio Investments
209,380,742
184,081,249
Investments
in U.S. Treasury bills (cost of $ 0 and $ 63,792,704 , respectively)
—
63,810,855
Total Investments (cost of
$ 256,809,654 and $ 276,333,902 , respectively)
209,380,742
247,892,104
Cash
20,035,640
28,178,352
Escrow proceeds receivable
45,298
309,293
Interest and dividends receivable
756,022
132,607
Deferred financing costs
526,261
594,726
Prepaid
expenses and other assets (1)
855,630
494,602
Total
Assets
231,599,593
277,601,684
LIABILITIES
6.00% Notes due December
30, 2026 (2)
44,198,838
73,745,207
6.50% Convertible Notes
due August 14, 2029 (3)
29,051,408
—
Accounts payable and accrued
expenses (1)
768,394
346,308
Dividends
payable
8,867
152,523
Total
Liabilities
74,027,507
74,244,038
Commitments
and contingencies (Notes 7 and 10)
-
-
Net
Assets
$ 157,572,086
$ 203,357,646
NET
ASSETS
Common stock, par value $ 0.01
per share ( 100,000,000 authorized; 23,601,566 and 25,445,805 issued and outstanding, respectively)
$ 236,016
$ 254,458
Paid-in capital in excess
of par
226,579,432
248,454,107
Accumulated net investment
loss
( 4,302,192 )
( 4,304,111 )
Accumulated net realized loss
on investments, net of distributions
( 17,409,097 )
( 12,348,772 )
Accumulated
net unrealized appreciation/(depreciation) of investments
( 47,532,073 )
( 28,698,036 )
Net
Assets
$ 157,572,086
$ 203,357,646
Net
Asset Value Per Share
$ 6.68
$ 7.99
See
accompanying notes to consolidated financial statements.
(1) This
balance includes a right of use asset and corresponding operating lease liability, respectively.
Refer to “Note 7—Commitments and Contingencies— Operating Leases and
Related Deposits ” for more detail.
(2) As
of December 31, 2024, the 6.00 % Notes due December 30, 2026 (the “ 6.00 % Notes due 2026”)
(effective interest rate of 6.48 %) had a face value $ 44,667,400 . As of December 31, 2023,
the 6.00 % Notes due 2026 (effective interest rate of 6.53 %) had a face value $ 75,000,000 .
Refer to “Note 10—Debt Capital Activities” for a reconciliation of the
carrying value to the face value.
(3) As
of December 31, 2024, the 6.50 % Convertible Notes due August 14, 2029 (the “ 6.50 % Convertible
Notes due 2029”) (effective interest rate of 7.06 %) had a face value $ 30,000,000 . Refer
to “Note 10—Debt Capital Activities” for a reconciliation of the carrying
value to the face value.
70
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
Year
Ended December 31,
2024
2023
2022
INVESTMENT
INCOME
Non-controlled/non-affiliate
investments:
Interest income (1)
$ 1,296,415
$ 795,847
$ 403,029
Dividend
income
1,232,239
211,310
541,239
Controlled investments:
Interest
income
955,628
1,331,258
1,685,000
Dividend
income
—
500,000
—
Interest
income from U.S. Treasury bills
1,189,145
3,758,365
826,925
Total
Investment Income
4,673,427
6,596,780
3,456,193
OPERATING
EXPENSES
Compensation expense
9,159,673
9,482,867
7,566,452
Interest expense
4,843,570
4,858,049
4,845,549
Professional fees
2,277,765
2,602,894
3,395,260
Directors’ fees
682,260
645,548
675,716
Income tax expense
88,692
624,049
82,238
Other
expenses
1,572,754
1,822,982
1,598,986
Total
Operating Expenses
18,624,714
20,036,389
18,164,201
Net
Investment Loss
( 13,951,287 )
( 13,439,609 )
( 14,708,008 )
Realized
Gain/(Loss) on Investments:
Non-controlled/non-affiliated
investments
8,375,641
( 1,185,273 )
( 5,835,074 )
Non-controlled/affiliate investments
( 6,598,530 )
( 10,762,231 )
( 70,379 )
Controlled
investments
( 6,797,425 )
—
—
Net
Realized Loss on Investments
( 5,020,314 )
( 11,947,504 )
( 5,905,453 )
Realized
loss on partial repurchase of 6.00 % Notes due December 30, 2026
( 183,668 )
—
—
Change
in Unrealized Appreciation/(Depreciation) of Investments:
Non-controlled/non-affiliated
investments
( 30,184,682 )
10,349,592
( 109,553,034 )
Non-controlled/affiliate investments
4,429,928
20,705,035
( 1,947,553 )
Controlled
investments
6,785,776
( 600,692 )
( 63,005 )
Net
Change in Unrealized Appreciation/(Depreciation) of Investments
( 18,968,978 )
30,453,935
( 111,563,592 )
Net
Change in Net Assets Resulting from Operations
$ ( 38,124,247 )
$ 5,066,822
$ ( 132,177,053 )
Net
Change in Net Assets Resulting from Operations per Common Share:
Basic
$ ( 1.60 )
$ 0.19
$ ( 4.40 )
Diluted (2)
$ ( 1.60 )
$ 0.19
$ ( 4.40 )
Weighted-Average
Common Shares Outstanding
Basic
23,901,805
26,222,667
30,023,202
Diluted (2)
23,901,805
26,222,667
30,023,202
See
accompanying notes to consolidated financial statements.
(1) Includes
interest income earned on cash.
(2) For
the year ended December 31, 2024, 3,870,969 potentially dilutive common shares were excluded
from the weighted-average common shares outstanding for diluted net decrease in net assets
resulting from operations per common share because the effect of these shares would have
been anti-dilutive. For the year ended December 31, 2024, there were no potentially dilutive
securities outstanding. Refer to “Note 6 — Net Change in Net Assets Resulting
from Operations per Common Share — Basic and Diluted”.
71
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN NET ASSETS
Year
Ended December 31,
2024
2023
2022
Change
in Net Assets Resulting from Operations
Net
investment loss
$ ( 13,951,287 )
$ ( 13,439,609 )
$ ( 14,708,008 )
Net
realized loss on investments
( 5,020,314 )
( 11,947,504 )
( 5,905,453 )
Realized loss on partial repurchase of 6.00% Notes due 2026
( 183,668 )
—
—
Net
change in unrealized appreciation/(depreciation) of investments
( 18,968,978 )
30,453,935
( 111,563,592 )
Net
Change in Net Assets Resulting from Operations
( 38,124,247 )
5,066,822
( 132,177,053 )
Distributions
Dividends
declared
—
—
( 3,441,824 )
Total
Distributions
—
—
( 3,441,824 )
Change
in Net Assets Resulting from Capital Transactions
Issuance
of common stock from public offering
—
—
229,896
Stock-based
compensation (1)
1,738,687
2,448,807
2,015,600
Repurchases
of common stock
( 9,400,000 )
( 14,178,685 )
( 21,452,541 )
Net
Change in Net Assets Resulting from Capital Transactions
( 7,661,313 )
( 11,729,878 )
( 19,207,045 )
Total
Change in Net Assets
( 45,785,560 )
( 6,663,056 )
( 154,825,922 )
Net Assets
at Beginning of Year
203,357,646
210,020,702
364,846,624
Net
Assets at End of Year
$ 157,572,086
$ 203,357,646
$ 210,020,702
Capital Share Activity
Shares
outstanding at beginning of year
25,445,805
28,429,499
31,118,556
Issuance
of common stock from public offering
—
—
17,807
Issuance
of common stock under restricted stock plan, net (1)
155,761
202,799
301,812
Shares
repurchased
( 2,000,000 )
( 3,186,493 )
( 3,008,676 )
Shares
Outstanding at End of Year
23,601,566
25,445,805
28,429,499
See
accompanying notes to consolidated financial statements.
(1) Refer
to “Note 11 — Stock-Based Compensation” for more detail.
72
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Year Ended December 31,
2024
2023
2022
Cash
Flows from Operating Activities
Net change in
net assets resulting from operations
$ ( 38,124,247 )
$ 5,066,822
$ ( 132,177,053 )
Adjustments
to reconcile net change in net assets resulting from operations to net cash provided by/(used in) operating activities:
Net realized
loss on investments
5,020,314
11,947,504
5,905,453
Net change
in unrealized (appreciation)/depreciation of investments
18,968,978
( 30,453,935 )
111,563,592
Amortization
of discount on 6.00 % Notes due 2026
468,999
319,092
425,550
Amortization
of discount on 6.50 % Convertible Notes due 2029
73,196
—
—
Stock-based
compensation
1,738,687
2,448,807
2,015,600
Adjustments
to escrow proceeds receivable
( 331,816 )
117,136
( 859,121 )
Accrued
interest on U.S. Treasury bills
18,150
13,024
—
Purchases
of investments in:
Portfolio
investments
( 75,064,900 )
( 24,485,431 )
( 22,783,388 )
U.S. Treasury
bills
—
( 253,585,717 )
( 184,172,673 )
Proceeds
from sales or maturity of investments in:
Portfolio
investments
26,107,936
16,008,100
9,063,919
U.S. Treasury
bills
63,792,704
274,792,611
99,173,075
Change
in operating assets and liabilities:
Proceeds
receivable
—
—
52,493
Escrow
proceeds receivable
263,995
319,039
1,418,313
Prepaid
expenses and other assets
( 361,028 )
232,404
210,978
Interest
and dividends receivable
( 623,415 )
6,159
( 55,111 )
Accounts
payable and accrued expenses
422,086
( 362,519 )
( 166,220 )
Accrued
interest payable
—
—
( 175,000 )
Net
Cash Provided by /(Used in) Operating Activities
2,369,639
2,383,096
( 110,559,593 )
Cash Flows
from Financing Activities
Proceeds from the issuance
of common stock, net
—
—
229,896
Gross proceeds from the issuance
of 6.50 % Convertible Notes due 2029
30,000,000
—
—
Deferred debt issuance costs
( 1,021,789 )
—
—
Repurchases of 6.00 % Notes
due 2026
( 30,076,852 )
—
—
Realized loss on partial repurchase
of 6.00 % Notes due 2026
183,668
—
—
Repurchases of common stock
( 9,400,000 )
( 14,178,685 )
( 21,452,541 )
Deferred financing costs
( 53,721 )
—
( 1,540 )
Cash dividends paid
( 143,657 )
( 143,657 )
( 26,535,702 )
Net Cash
Used in Financing Activities
( 10,512,351 )
( 14,322,342 )
( 47,759,887 )
Total Decrease
in Cash Balance
( 8,142,712 )
( 11,939,246 )
( 158,319,480 )
Cash Balance at Beginning
of Year
28,178,352
40,117,598
198,437,078
Cash Balance
at End of Year
$ 20,035,640
$ 28,178,352
$ 40,117,598
Supplemental
Information:
2024
2023
2022
Interest paid
$ 4,359,287
$ 4,500,000
4,662,500
Taxes paid
88,692
533,894
82,238
Right of use asset obtained
in exchange for operating lease liabilities
466,029
—
—
See
accompanying notes to consolidated financial statements.
73
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED
SCHEDULE OF INVESTMENTS
December
31, 2024
Portfolio
Investments *
Headquarters/
Industry
Date
of
Initial
Investment
Shares/
Principal/
Quantity (5)
Cost
Fair
Value
%
of Net
Assets
NON-CONTROLLED/NON-AFFILIATE
CW
Opportunity 2 LP **(8)
Evanston, IL
Membership
Interest, Class A 10% *** **(8)
***
AI Infrastructure
Fund
5/7/2024
$ 15,000,000
$ 15,176,443
$ 17,775,155
11.28 %
ARK
Type One Deep Ventures Fund LLC **(9)
St. Petersburg, FL
Membership Interest, Class
A **(9)
AI Application Fund
9/25/2024
$ 17,500,000
17,696,568
17,638,247
11.19 %
Learneo,
Inc. (f/k/a Course Hero, Inc.)
Redwood City, CA
Preferred shares, Series A
8%
Online Education
9/18/2014
2,145,509
5,000,001
6,882,058
4.37 %
Preferred
shares, Series C 8%
Online Education
11/5/2021
275,659
9,999,971
9,999,971
6.35 %
Total
-
14,999,972
16,882,029
10.71 %
Blink
Health, Inc.
New York, NY
Preferred
shares, Series A
Pharmaceutical
Technology
10/27/2020
238,095
5,000,423
4,998,467
3.17 %
Preferred
shares, Series C
Pharmaceutical Technology
10/27/2020
261,944
10,003,917
10,094,048
6.41 %
Total
-
15,004,340
15,092,515
9.58 %
Whoop,
Inc.
Boston, MA
Preferred shares, Series C
Fitness Technology
6/30/2022
13,293,450
10,011,460
14,923,457
9.47 %
ServiceTitan,
Inc. **(16)
Glendale, CA
Common shares (3) **(16)(3)
Contractor Management Software
6/30/2023
151,515
10,008,233
14,027,713
8.90 %
IH10,
LLC **(15)
New York, NY
Membership Interest **(15)
AI Infrastructure Fund
10/9/2024
$ 12,000,010
12,273,784
12,215,010
7.75 %
Canva,
Inc. **
Sydney, Australia
Common shares **
Productivity Software
4/17/2024
9,375
10,058,820
12,000,000
7.62 %
FourKites,
Inc.
Chicago,
IL
Common shares
Supply Chain Technology
7/7/2023
1,398,024
8,530,389
11,716,925
7.44 %
Locus
Robotics Corp.
Wilmington,
MA
Preferred shares, Series F
6%
Warehouse Automation
11/30/2022
232,568
10,004,286
11,316,312
7.18 %
CoreWeave,
Inc.
Roseland, NJ
Common shares
AI Infrastructure
9/26/2024
5,556
5,002,973
5,221,824
3.31 %
Preferred
shares, Series A
AI Infrastructure
10/8/2024
5,556
5,000,610
5,221,824
3.31 %
Total
-
10,003,583
10,443,648
6.63 %
Supplying
Demand, Inc. (d/b/a Liquid Death)
Los Angeles, CA
Preferred shares, Series F-1
Lifestyle Beverage Brand
1/18/2024
776,747
10,003,934
9,999,996
6.35 %
Shogun
Enterprises, Inc. (d/b/a Hearth)
Austin, TX
Preferred shares, Series B-1
Home Improvement Finance
2/26/2021
436,844
3,501,657
2,342,458
1.49 %
Preferred shares, Series
B-2
Home Improvement Finance
2/26/2021
301,750
3,501,661
2,342,461
1.49 %
Preferred shares, Series
B-3
Home Improvement Finance
5/2/2022
56,936
530,822
355,264
0.23 %
Preferred shares, Series B-4
Home Improvement Finance
7/12/2023
48,267
366,606
334,636
0.21 %
Common
Warrants, Strike Price $0.01, Expiration Date 7/12/2026
Home Improvement Finance
7/12/2023
86,076
140,060
—
— %
Total
-
8,040,806
5,374,819
3.41 %
Orchard
Technologies, Inc.
New York, NY
Preferred shares, Series D
8%
Real Estate Platform
8/9/2021
558,052
3,751,518
—
— %
Senior
Preferred shares, Series 2 8%
Real Estate Platform
8/9/2021
58,771
587,951
—
— %
Senior Preferred shares, Series
1 7%
Real Estate Platform
1/13/2023
441,228
4,418,406
4,412,280
2.80 %
Common shares
Real Estate Platform
8/9/2021
558,053
3,751,518
—
— %
Total
-
12,509,393
4,412,280
2.80 %
Neutron
Holdings, Inc. (d/b/a/ Lime)
San Francisco, CA
Junior Preferred shares, Series
1-D
Micromobility
1/25/2019
41,237,113
10,007,322
3,485,014
2.21 %
Junior
Preferred Convertible Note 4% Due 5/11/2027 ***
Micromobility
5/11/2020
$ 506,339
506,339
506,339
0.32 %
Common
Warrants, Strike Price $0.01, Expiration Date 5/11/2027
Micromobility
5/11/2020
2,032,967
—
—
— %
Total
-
10,513,661
3,991,353
2.53 %
See
accompanying notes to consolidated financial statements.
74
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED
SCHEDULE OF INVESTMENTS - continued
December
31, 2024
Portfolio
Investments *
Headquarters/
Industry (15)
Date
of
Initial
Investment
Shares/
Principal/
Quantity (5)
Cost
Fair
Value
%
of Net
Assets
True
Global Ventures 4 Plus Pte Ltd **(10)
Singapore, Singapore
Limited Partner
Fund Investment **(10)
Venture Investment
Fund
8/27/2021
$ 2,000,000
585,016
3,489,005
2.21 %
PayJoy,
Inc.
San Francisco, CA
Preferred shares, Series C
Mobile Access Technology
7/23/2021
244,117
2,501,570
2,500,002
1.59 %
Simple
Agreement for Future Equity
Mobile Access Technology
5/25/2023
$ 500,000
501,470
500,000
0.32 %
Total
3,003,040
3,000,002
1.90 %
Trax
Ltd . **
Singapore,
Singapore
Common shares **
Retail
Technology
6/9/2021
55,591
2,781,148
83,306
0.05 %
Preferred
shares, Investec Series **
Retail
Technology
6/9/2021
144,409
7,224,600
2,647,017
1.68 %
Total **
10,005,748
2,730,323
1.73 %
Xgroup
Holdings Limited (d/b/a Xpoint) (7)(12)
Philadelphia, PA
Preferred shares, Series A-1 (7)(12)
Geolocation Technology
8/17/2022
454
136,114
161,862
0.10 %
Series A-1 Warrants, Strike
Price $0.0001, Expiration Date 5/14/2044 (7)(12)
Geolocation Technology
8/17/2022
3,286
985,180
1,171,540
0.74 %
Series
A Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (7)(12)
Geolocation Technology
8/17/2022
873
261,735
324,931
0.21 %
Total (7)(12)
1,383,029
1,658,333
1.05 %
PSQ
Holdings, Inc. (d/b/a PublicSquare)
West Palm Beach, FL
Common
Warrants, Strike Price $11.50, Expiration Date 7/19/2028 (3)
E-Commerce Marketplace
4/1/2021
1,796,037
771,065
1,436,830
0.91 %
Residential
Homes for Rent, LLC (d/b/a Second Avenue) (11)
Chicago,
IL
Preferred shares, Series A (11)
Real Estate Platform
12/23/2020
150,000
1,500,000
1,431,967
0.91 %
Varo
Money, Inc. **
San Francisco, CA
Common shares **
Financial Services
8/11/2021
1,079,266
10,005,548
1,347,058
0.85 %
Skillsoft
Corp.
Nashua, NH
Common shares (3) (3)
Online Education
6/8/2021
49,092
9,818,428
1,176,244
0.75 %
Commercial
Streaming Solutions Inc. (d/b/a BettorView) (7)
Las Vegas, NV
Simple Agreement for Future
Equity (7)
Interactive Media &
Services
3/26/2021
$ 1,000,000
1,004,240
1,000,000
0.63 %
Aventine
Property Group, Inc.
Chicago, IL
Common shares *** ***
Cannabis REIT
9/11/2019
312,500
2,580,750
962,341
0.61 %
Forge
Global, Inc.
San
Francisco, CA
Common shares (3) (3)
Online Marketplace Finance
7/20/2011
1,020,875
1,978,921
950,333
0.60 %
Stake
Trade, Inc. (d/b/a Prophet Exchange) (7)
New York, NY
Simple Agreement for Future
Equity (7)
Sports Betting
7/26/2023
$ 1,000,000
1,002,153
862,362
0.55 %
EDGE
Markets, Inc. (7)
San Diego, CA
Preferred shares, Series Seed (7)
Gaming Technology
5/18/2022
456,704
501,330
500,000
0.32 %
Rebric,
Inc. (d/b/a Compliable) (7)
Denver, CO
Preferred shares, Series Seed-4 (7)
Gaming Licensing
10/12/2021
2,406,492
1,002,755
157,658
0.10 %
Kinetiq
Holdings, LLC
Philadelphia, PA
Common shares, Class A
Social Data Platform
3/30/2012
112,374
—
—
— %
CTN
Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.)
Marina
Del Rey, CA
Preferred
shares, Series A
Carbon
Credit Services
8/11/2015
540,270
1,001,815
—
— %
Preferred shares, Series
C-3
Carbon
Credit Services
8/12/2019
24,912
281,190
—
— %
Total
1,283,005
—
— %
See
accompanying notes to consolidated financial statements.
75
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED
SCHEDULE OF INVESTMENTS - continued
December
31, 2024
Portfolio
Investments *
Headquarters/
Industry (15)
Date
of
Initial
Investment
Shares/
Principal/
Quantity (5)
Cost
Fair
Value
%
of Net
Assets
Fullbridge,
Inc.
Cambridge, MA
Common shares
Business Education
5/13/2012
517,917
6,150,506
—
— %
Promissory
Note 1.47%, Due 11/9/2021 (4)(13) (4)(13)
Business Education
3/3/2016
$ 2,270,458
2,270,858
—
— %
Total
8,421,364
—
— %
Treehouse
Real Estate Investment Trust, Inc.
Chicago, IL
Common shares *** ***
Cannabis REIT
9/11/2019
312,500
4,919,250
—
— %
Total
Non-controlled/Non-affiliate
$ 234,601,314
$ 198,511,915
125.98 %
NON-CONTROLLED/AFFILIATE (1)
StormWind,
LLC (14)
Scottsdale, AZ
Preferred shares, Series D
8% (1)(14)
Interactive Learning
11/26/2019
329,337
$ 257,267
$ 501,626
0.32 %
Preferred shares, Series C
8% (1)(14)
Interactive Learning
1/7/2014
2,779,134
4,000,787
5,376,994
3.41 %
Preferred shares, Series B
8% (1)(14)
Interactive Learning
12/16/2011
3,279,629
2,019,687
3,233,922
2.05 %
Preferred
shares, Series A 8% (1)(14)
Interactive Learning
2/25/2014
366,666
110,000
156,285
0.10 %
Total (1)(14)
6,387,741
9,268,827
5.88 %
Maven
Research, Inc.
San Francisco, CA
Preferred shares, Series C
(1)
Knowledge Networks
7/2/2012
318,979
2,000,447
—
— %
Preferred
shares, Series B
(1)
Knowledge Networks
2/28/2012
49,505
217,206
—
— %
Total
(1)
2,217,653
—
— %
Curious.com,
Inc.
Menlo Park, CA
Common shares
(1)
Online Education
11/22/2013
1,135,944
12,000,006
—
— %
Total
Non-controlled/Affiliate
(1)
$ 20,605,400
$ 9,268,827
5.88 %
CONTROLLED (2)
Colombier
Sponsor II LLC **(6)
Palm Beach, FL
Class B Units **(2)(6)
Special Purpose Acquisition
Company
11/20/2023
1,040,000
$ 1,103,719
$ 1,101,695
0.70 %
Class
W Units **(2)(6)
Special Purpose Acquisition
Company
1,600,000
499,221
498,305
0.32 %
Total **(2)(6)
1,602,940
1,600,000
1.02 %
Total
Controlled (2)
$ 1,602,940
$ 1,600,000
1.02 %
Total
Portfolio Investments
$ 256,809,654
$ 209,380,742
132.88 %
See
accompanying notes to consolidated financial statements.
76
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED
SCHEDULE OF INVESTMENTS - continued
December
31, 2024
* All
portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise
identified. Equity investments may be subject to lock-up restrictions upon their initial
public offering (“IPO”). Preferred dividends are generally only payable when
declared and paid by the portfolio company’s board of directors. SuRo Capital Corp.’s (the “Company’s”)
directors, officers, employees and staff, as applicable, may serve on the board of directors
of the Company’s portfolio investments. (Refer to “Note 3—Related-Party
Arrangements”). All portfolio investments are considered Level 3 and valued using significant
unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at
Fair Value”). All of the Company’s portfolio investments are restricted as to
resale, unless otherwise noted, and were valued at fair value as determined in good faith
by the Company’s Board of Directors. (Refer to “Note 2—Significant Accounting
Policies— Investments at Fair Value ”).
** Indicates
assets that SuRo Capital Corp. believes do not represent “qualifying assets”
under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).
Of the Company’s total investments as of December 31, 2024, 39.56 % of its total investments
are non-qualifying assets, excluding cash and short-term US treasuries.
*** Investment
is income-producing.
(1) “Affiliate
Investments” are investments in those companies that are “Affiliated Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be
an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. beneficially owns,
directly or indirectly, between 5% and 25% of the voting securities ( i.e. , securities
with the right to elect directors) of such company. For the Schedule of Investments In, and
Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note
4—Investments at Fair Value”.
(2) “Control
Investments” are investments in those companies that are “Controlled Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company
would “Control” a portfolio company if the Company beneficially owns, directly
or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
the right to elect directors) and/or had the power to exercise control over the management
or policies of such portfolio company. For the Schedule of Investments In, and Advances To,
Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments
at Fair Value”.
(3) Denotes
an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to
“Note 4—Investments at Fair Value”.
(4) As
of December 31, 2024, the investments noted had been placed on non-accrual status.
(5) Represents
the respective number of shares, principal amount, fund commitment, or membership interest.
(6) Denotes
an investment that is the sponsor of a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
(7) SuRo
Capital Corp.’s investments in Commercial Streaming Solutions Inc. (d/b/a BettorView),
Rebric, Inc. (d/b/a Compliable), EDGE Markets, Inc., Xgroup Holdings Limited (d/b/a Xpoint),
and Stake Trade, Inc. (d/b/a Prophet Exchange) are held through SuRo Capital Corp.’s
wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).
(8) CW
Opportunity 2 LP is a special purpose vehicle (“SPV”) for which the Class A Interest
is solely invested in the Series C Preferred Shares of CoreWeave, Inc. SuRo Capital Corp. is invested
in the Series C Preferred Shares of CoreWeave, Inc. through its investment in the Class A
Interest of CW Opportunity 2 LP. The Series C Preferred Shares of CoreWeave, Inc. accrue
a 10 % per annum dividend, paid quarterly in cash or in-kind. CW Opportunity 2 LP does not charge a management
fee but does charge an incentive fee of 20 %, subject to an annual 15 % IRR hurdle rate.
(9) ARK
Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely
invested in the Convertible Interest Rights of OpenAI Global, LLC. SuRo Capital Corp. is invested
in the Convertible Interest Rights of OpenAI Global, LLC through its investment in the Class A Interest
of ARK Type One Deep Ventures Fund LLC. ARK Type One Deep Ventures Fund LLC charges a 1 %
management fee per year, and an incentive fee of 10 %, not subject to a hurdle rate. The management fees will adjust the
cost of SuRo Capital Corp.’s investment in the fund.
(10) SuRo
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. True Global Ventures 4 Plus Pte Ltd charges a 1.8 % management fee and a 22.5 % incentive fee, subject to an annual
5 % IRR hurdle rate.
(11) SuRo
Capital Corp.’s investment in Residential Homes for Rent, LLC (d/b/a Second Avenue)
is held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.
(12) On
May 14, 2024, as part of Xgroup Holding Limited (d/b/a Xpoint)’s most recent financing
round, SuRo Capital Corp.’s 6% Convertible Note due October 17, 2024 was converted
into Series A-1 Shares, Series A Warrants, and Series A-1 Warrants.
(13) On
November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with
the Company became past due.
(14) SuRo
Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
wholly owned subsidiary, GSVC SW Holdings, Inc.
(15) IH10,
LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data, Ltd. through an SPV. SuRo Capital Corp. is invested in
the Series B Preferred Shares of VAST Data, Ltd. through its investment in the Membership Interest of IH10, LLC. IH10, LLC does not
charge a management or an incentive fee; however, SuRo Capital Corp. has prepaid operating expenses. Accordingly, these will adjust
the total cost basis of SuRo Capital Corp.’s investment.
(16) As
of December 31, 2024, SuRo Capital Corp.’s shares of ServiceTitan, Inc. were not registered and were therefore subject to certain restrictions on
sale or transfer for which the Company has applied a discount to the closing public share price as of year-end. The Company anticipates
the shares will be registered and freely tradable in June 2025.
77
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED
SCHEDULE OF INVESTMENTS
December
31, 2023
Portfolio
Investments *
Headquarters/
Industry
Date
of Initial Investment
Shares/
Principal
Cost
Fair
Value
%
of Net
Assets
NON-CONTROLLED/NON-AFFILIATE
Learneo,
Inc. (f/k/a Course Hero, Inc.)
Redwood City, CA
Preferred shares,
Series A 8%
Online Education
9/18/2014
2,145,509
$ 5,000,001
$ 45,982,580
22.61 %
Preferred
shares, Series C 8%
Online Education
11/5/2021
275,659
9,999,971
9,999,971
4.92 %
Total
14,999,972
55,982,551
27.53 %
ServiceTitan,
Inc.
Glendale, CA
Common shares
Contractor Management Software
6/30/2023
151,515
10,008,233
11,960,975
5.88 %
Blink
Health, Inc.
New York, NY
Preferred
shares, Series A
Pharmaceutical
Technology
10/27/2020
238,095
5,000,423
1,692,855
0.83 %
Preferred
shares, Series C
Pharmaceutical
Technology
10/27/2020
261,944
10,003,917
9,999,975
4.92 %
Total
15,004,340
11,692,830
5.75 %
Locus
Robotics Corp.
Wilmington, MA
Preferred shares, Series F
6%
Warehouse Automation
11/30/2022
232,568
10,004,286
10,675,766
5.25 %
Whoop,
Inc.
Boston, MA
Preferred shares, Series C
Fitness Technology
6/30/2022
13,293,450
10,011,460
9,612,887
4.73 %
Shogun
Enterprises, Inc. (d/b/a Hearth) (13)
Austin, TX
Preferred shares, Series B-1 (13)
Home Improvement Finance
2/26/2021
436,844
3,501,657
3,132,942
1.54 %
Preferred shares, Series
B-2 (13)
Home
Improvement Finance
2/26/2021
301,750
3,501,661
3,132,946
1.54 %
Preferred shares, Series
B-3 (13)
Home
Improvement Finance
5/2/2022
56,936
530,822
475,152
0.23 %
Preferred shares, Series B-4 (13)
Home
Improvement Finance
7/12/2023
48,267
366,606
342,517
0.17 %
Common
Warrants, Strike Price $0.01, Expiration Date 7/12/2026 (13)
Home
Improvement Finance
7/12/2023
86,076
140,060
—
— %
Total (13)
8,040,806
7,083,557
3.48 %
FourKites,
Inc.
Chicago,
IL
Common shares
Supply Chain Technology
7/7/2023
1,398,024
8,530,389
6,926,176
3.41 %
Orchard
Technologies, Inc. (12)
New York, NY
Preferred shares, Series D
8% (12)
Real Estate Platform
8/9/2021
558,053
3,751,518
—
— %
Senior Preferred shares, Series
2 (12)
Real Estate Platform
8/9/2021
58,771
587,951
—
— %
Senior Preferred shares, Series
1 7% (12)
Real Estate Platform
1/13/2023
441,228
4,418,406
4,854,086
2.39 %
Common shares (12)
Real Estate Platform
8/9/2021
558,053
3,751,518
—
— %
Total (12)
12,509,393
4,854,086
2.39 %
True
Global Ventures 4 Plus Pte Ltd **
Singapore, Singapore
Limited Partner Fund Investment (8) **(8)
Venture Investment Fund
8/27/2021
1
960,778
4,054,309
1.99 %
Neutron
Holdings, Inc. (d/b/a/ Lime)
San Francisco, CA
Junior Preferred shares, Series
1-D
Micromobility
1/25/2019
41,237,113
10,007,322
3,485,014
1.71 %
Junior
Preferred Convertible Note 4% Due 5/11/2027 *** ***
Micromobility
5/11/2020
$ 506,339
506,339
506,339
0.25 %
Common
Warrants, Strike Price $0.01, Expiration Date 5/11/2027
Micromobility
5/11/2020
2,032,967
—
—
— %
Total
10,513,661
3,991,353
1.96 %
Forge
Global, Inc. **
San
Francisco, CA
Common shares (3) **(3)
Online Marketplace Finance
7/20/2011
1,145,875
2,093,988
3,930,351
1.93 %
PayJoy,
Inc.
San Francisco, CA
Preferred shares
Mobile Access Technology
7/23/2021
244,117
2,501,570
2,500,002
1.23 %
Simple
Agreement for Future Equity
Mobile Access Technology
5/25/2023
1
501,470
500,000
0.25 %
Total
3,003,040
3,000,002
1.48 %
Residential
Homes for Rent, LLC (d/b/a Second Avenue)
Chicago,
IL
Preferred shares, Series A (6) (6)
Real Estate Platform
12/23/2020
150,000
1,500,000
2,452,792
1.21 %
Varo
Money, Inc. **
San Francisco, CA
Common shares **
Financial Services
8/11/2021
1,079,266
10,005,548
2,316,590
1.14 %
See
accompanying notes to consolidated financial statements.
78
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED
SCHEDULE OF INVESTMENTS - continued
December
31, 2023
Portfolio
Investments *
Headquarters/
Industry
Date
of Initial Investment
Shares/
Principal
Cost
Fair
Value
%
of Net
Assets
Aventine
Property Group, Inc.
Chicago, IL
Common shares*** ***
Cannabis REIT
9/11/2019
312,500
2,580,750
1,418,723
0.70 %
Xgroup
Holdings Limited (d/b/a Xpoint) ** (7)
Philadelphia, PA
Convertible Note 6%, Due 10/17/2024 (4) **(7)(4)
Geolocation Technology
8/17/2022
$ 1,000,000
1,338,976
1,325,000
0.65 %
Commercial
Streaming Solutions Inc. (d/b/a BettorView) (7)
Las Vegas, NV
Simple Agreement for Future
Equity (7)
Interactive Media &
Services
3/26/2021
1
1,004,240
1,000,000
0.49 %
Stake
Trade, Inc. (d/b/a Prophet Exchange) (7)
New York, NY
Simple Agreement for Future
Equity (7)
Sports Betting
7/26/2023
1
1,002,153
1,000,000
0.49 %
AltC
Sponsor LLC ** (10)(14)
New York, NY
Common shares, Class B **(10)(14)
Special Purpose Acquisition
Company
7/21/2021
214,400
224,753
759,076
0.37 %
Common
shares, Class A **(10)(14)
Special Purpose Acquisition
Company
7/21/2021
24,900
26,102
176,315
0.09 %
Total **(10)(14)
250,855
935,391
0.46 %
Skillsoft
Corp.**
Nashua, NH
Common shares (3) **(3)
Online Education
6/8/2021
49,092
9,818,428
863,037
0.42 %
Rebric,
Inc. (d/b/a Compliable) (7)
Denver, CO
Preferred shares, Series Seed-4 (7)
Gaming Licensing
10/12/2021
2,406,492
1,002,755
799,323
0.39 %
EDGE
Markets, Inc. (7)
San Diego, CA
Preferred shares, Series Seed (7)
Gaming Technology
5/18/2022
456,704
501,330
500,000
0.25 %
Churchill
Sponsor VII LLC ** (10)
New York, NY
Common share units **(10)
Special Purpose Acquisition
Company
2/25/2021
292,100
205,820
344,097
0.17 %
Warrant
units **(10)
Special Purpose Acquisition
Company
2/25/2021
277,000
94,180
18,929
0.01 %
Total **(10)
300,000
363,026
0.18 %
Nextdoor
Holdings, Inc.**
San Francisco, CA
Common shares, Class B (3) **(3)
Social
Networking
9/27/2018
112,420
626,470
212,474
0.10 %
YouBet
Technology, Inc. (d/b/a FanPower) (7)
New York, NY
Preferred shares, Series Seed-2 (7)
Digital Media Technology
8/26/2021
578,029
752,943
187,500
0.09 %
Kinetiq
Holdings, LLC
Philadelphia, PA
Common shares, Class A
Social Data Platform
3/30/2012
112,374
—
28,836
0.01 %
Trax
Ltd.**
Singapore,
Singapore
Common shares **
Retail
Technology
6/9/2021
55,591
2,781,148
—
— %
Preferred
shares, Investec Series **
Retail
Technology
6/9/2021
144,409
7,224,600
—
— %
Total **
10,005,748
—
— %
Aspiration
Partners, Inc.
Marina
Del Rey, CA
Preferred
shares, Series A
Financial
Services
8/11/2015
540,270
1,001,815
—
— %
Preferred shares, Series
C-3
Financial
Services
8/12/2019
24,912
281,190
—
— %
Total
1,283,005
—
— %
Fullbridge,
Inc.
Cambridge, MA
Common shares
Business Education
5/13/2012
517,917
6,150,506
—
— %
Promissory
Note 1.47%, Due 11/9/2021 (4)(11) (4)(11)
3/3/2016
$ 2,270,458
2,270,858
—
— %
Total
8,421,364
—
— %
Treehouse
Real Estate Investment Trust, Inc.
Chicago, IL
Common shares
Cannabis REIT
9/11/2019
312,500
4,919,250
—
— %
Total
Non-controlled/Non-affiliate
$ 160,994,161
$ 147,167,535
72.37 %
See
accompanying notes to consolidated financial statements.
79
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED
SCHEDULE OF INVESTMENTS - continued
December
31, 2023
Portfolio
Investments *
Headquarters/
Industry
Date
of Initial Investment
Shares/
Principal
Cost
Fair
Value
%
of Net
Assets
NON-CONTROLLED/AFFILIATE (1)
StormWind,
LLC (5)
Scottsdale, AZ
Preferred shares,
Series D 8% (1)(5)
Interactive
Learning
11/26/2019
329,337
$ 257,267
$ 653,975
0.32 %
Preferred shares, Series C
8% (1)(5)
Interactive
Learning
1/7/2014
2,779,134
4,000,787
6,804,933
3.35 %
Preferred shares, Series B
8% (1)(5)
Interactive
Learning
12/16/2011
3,279,629
2,019,687
4,751,064
2.34 %
Preferred
shares, Series A 8% (1)(5)
Interactive
Learning
2/25/2014
366,666
110,000
325,903
0.16 %
Total (1)(5)
6,387,741
12,535,875
6.16 %
PSQ
Holdings, Inc. (d/b/a PublicSquare) ** (3)(15)
West Palm Beach, FL
Common shares, Class A **(1)(3)(15)
E-Commerce Marketplace
4/1/2021
1,976,032
1,556,587
8,542,386
4.20 %
Warrants,
Strike Price $11.50, Expiration Date 7/19/2028 **(1)(3)(15)
E-Commerce Marketplace
4/1/2021
2,396,037
1,028,653
1,964,750
0.97 %
Total **(1)(3)(15)
2,585,240
10,507,136
5.17 %
OneValley,
Inc. (f/k/a NestGSV, Inc.)
San Mateo, CA
Derivative Security, Expiration
Date 8/23/2024 (9) (1)(9)
Global Innovation Platform
8/23/2019
1
8,555,124
620,927
0.31 %
Convertible
Promissory Note 8% Due 8/23/2024 (4) (1)(4)
Global Innovation Platform
2/17/2016
$ 1,010,198
1,030,176
1,267,395
0.62 %
Total (1)
9,585,300
1,888,322
0.93 %
Maven
Research, Inc.
San Francisco, CA
Preferred shares, Series C (1)
Knowledge Networks
7/2/2012
318,979
2,000,447
—
— %
Preferred
shares, Series B (1)
Knowledge Networks
2/28/2012
49,505
217,206
—
— %
Total (1)
2,217,653
—
— %
Curious.com,
Inc.
Menlo Park, CA
Common shares (1)
Online Education
11/22/2013
1,135,944
12,000,006
—
— %
Total
Non-controlled/Affiliate (1)
$ 32,775,940
$ 24,931,333
12.26 %
CONTROLLED (2)
Architect
Capital PayJoy SPV, LLC**
San Francisco, CA
Membership Interest in Lending
SPV*** **(2)***
Mobile Finance Technology
3/24/2021
$ 10,000,000
$ 10,006,745
$ 10,000,000
4.92 %
Colombier
Sponsor II LLC ** (10)
Palm Beach, FL
Class B Units **(2)(10)
Special Purpose Acquisition
Company
11/20/2023
1,040,000
842,289
1,101,695
0.54 %
Class
W Units **(2)(10)
Special Purpose Acquisition Company
1,600,000
760,651
498,305
0.25 %
Total **(2)(10)
1,602,940
1,600,000
0.79 %
SPBRX,
INC. (f/k/a GSV Sustainability Partners, Inc.)
Cupertino, CA
Preferred shares, Class A (2)
Clean Technology
4/15/2014
14,300,000
7,151,412
382,381
0.19 %
Common shares (2)
Clean Technology
4/15/2014
100,000
10,000
—
— %
Total (2)
-
7,161,412
382,381
0.19 %
Total
Controlled (2)
$ 18,771,097
$ 11,982,381
5.89 %
Total
Portfolio Investments
$ 212,541,198
$ 184,081,249
90.52 %
U.S.
Treasury (3)
U.S. Treasury bill, 0%, due
3/28/2024*** (3)***
12/29/2023
$ 35,000,000
34,547,625
34,559,949
16.99 %
U.S.
Treasury bill, 0%, due 6/27/2024*** (3)***
12/29/2023
$ 30,000,000
29,245,079
29,250,906
14.38 %
Total (3)
63,792,704
63,810,855
31.38 %
TOTAL
INVESTMENTS
$ 276,333,902
$ 247,892,104
121.90 %
See
accompanying notes to consolidated financial statements.
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CONSOLIDATED
SCHEDULE OF INVESTMENTS - continued
December
31, 2023
* All
portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise
identified. Equity investments are subject to lock-up restrictions upon their initial public
offering (“IPO”). Preferred dividends are generally only payable when declared
and paid by the portfolio company’s board of directors. The Company’s directors,
officers, employees and staff, as applicable, may serve on the board of directors of the
Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”).
All portfolio investments are considered Level 3 and valued using significant unobservable
inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”).
All of the Company’s portfolio investments are restricted as to resale, unless otherwise
noted, and were valued at fair value as determined in good faith by the Company’s Board
of Directors. (Refer to “Note 2—Significant Accounting Policies— Investments
at Fair Value ”).
** Indicates
assets that SuRo Capital Corp. believes do not represent “qualifying assets”
under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).
Of the Company’s total investments as of December 31, 2023, 14.03 % of its total investments
are non-qualifying assets.
*** Investment
is income-producing.
(1) “Affiliate
Investments” are investments in those companies that are “Affiliated Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be
an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. beneficially owns,
directly or indirectly, between 5% and 25% of the voting securities ( i.e. , securities
with the right to elect directors) of such company. For the Schedule of Investments In, and
Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note
4—Investments at Fair Value”.
(2) “Control
Investments” are investments in those companies that are “Controlled Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company
would “Control” a portfolio company if the Company beneficially owns, directly
or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
the right to elect directors) and/or had the power to exercise control over the management
or policies of such portfolio company. For the Schedule of Investments In, and Advances To,
Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments
at Fair Value”.
(3) Denotes
an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to
“Note 4—Investments at Fair Value”.
(4) As
of December 31, 2023, the investments noted had been placed on non-accrual status.
(5) SuRo
Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
wholly owned subsidiary, GSVC SW Holdings, Inc.
(6) SuRo
Capital Corp.’s investment in preferred shares of Residential Homes for Rent, LLC (d/b/a
Second Avenue) are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC
AV Holdings, Inc.
(7) SuRo
Capital Corp.’s investments in Commercial Streaming Solutions Inc. (d/b/a BettorView),
YouBet Technology, Inc. (d/b/a FanPower), Rebric, Inc. (d/b/a Compliable), EDGE Markets,
Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc. (d/b/a Prophet Exchange)
are held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports,
LLC (“SuRo Sports”).
(8) SuRo
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. On March 31,
2023, the previously unfunded capital commitment of $ 1.3 million was deemed fully contributed
in lieu of cash distributions. On March 31, 2023, the full $ 2.0 million capital commitment
to True Global Ventures 4 Plus Fund LP had been called and funded.
(9) On
August 23, 2019, SuRo Capital Corp. amended the structure of its investment in OneValley,
Inc. (f/k/a NestGSV, Inc.). As part of the agreement, SuRo Capital Corp.’s equity holdings
(warrants notwithstanding) were restructured into a derivative security. OneValley, Inc.
(f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period,
ending August 23, 2024, while SuRo Capital Corp. can put the shares to OneValley, Inc. (f/k/a
NestGSV, Inc.) at the end of the five year period.
(10) Denotes
an investment that is the sponsor of a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
(11) On
November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with
the Company became past due.
(12) On
January 13, 2023, SuRo Capital Corp. invested $ 2.0 million in Orchard Technologies, Inc.’s
Series 1 Senior Preferred financing round. As part of the transaction, SuRo Capital Corp.
exchanged a portion of its existing Series D Preferred shares investment for Series 1 Senior
Preferred shares, Series 2 Senior Preferred shares, and Common shares. Additionally, SuRo
Capital Corp.’s previous investment in the Simple Agreement for Future Equity was converted
into additional Series 1 Senior Preferred shares.
(13) On
July 12, 2023, SuRo Capital Corp. invested $ 0.5 million in Shogun Enterprises, Inc. (d/b/a
Hearth)’s Series B-4 Preferred financing round. As part of the transaction, the previous
investment in the Convertible Note was converted into Series B-3 Preferred shares. Additionally,
SuRo Capital Corp. received Common Warrants as part of the transaction.
(14) On
July 11, 2023, AltC Acquisition Corp. announced it signed a definitive agreement to merge
with Oklo, Inc. As part of the transaction, SuRo Capital Corp.’s Share units converted
to 24,900 Class A Common shares and 214,400 Class B Common shares.
(15) On
July 19, 2023, Colombier Acquisition Corp. (“Colombier”) stockholders approved
a business combination with PSQ Holdings, Inc. (d/b/a PublicSquare) and related proposals
at a special meeting. Also on July 19, 2023, PSQ Holdings, Inc. announced that it had consummated
the business combination with Colombier pursuant to a merger agreement between the parties,
creating the resultant combined company PSQ Holdings, Inc. (d/b/a PublicSquare). SuRo Capital
Corp.’s shares of PSQ Holdings, Inc. (d/b/a PublicSquare) Class A Common shares are
subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc.
warrants are freely tradable.
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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
NOTE
1— NATURE OF OPERATIONS
SuRo
Capital Corp. (“we”, “us”, “our”, the “Company” or “SuRo Capital”), formerly
known as Sutter Rock Capital Corp. and as GSV Capital Corp. and formed in September 2010 as a Maryland corporation, is an internally
managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development
company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be
treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue
Code of 1986, as amended (the “Code”).
The
Company’s date of inception was January 6, 2011, which is the date it commenced development stage activities. The Company’s
common stock is currently listed on the Nasdaq Global Select Market under the symbol “SSSS” (formerly “GSVC”).
Prior to November 24, 2021, the Company’s common stock traded on the Nasdaq Capital Market under the same symbol (“SSSS”).
The Company began its investment operations during the second quarter of 2011.
The
table below displays the Company’s subsidiaries as of December 31, 2024, which, other than GSV Capital Lending, LLC (“GCL”)
and SuRo Capital Sports, LLC, are collectively referred to as the “Taxable Subsidiaries.” The Taxable Subsidiaries were formed
to hold certain portfolio investments. The Taxable Subsidiaries, including their associated portfolio investments, are consolidated with
the Company for accounting purposes, but have elected to be treated as separate corporations for U.S. federal income tax purposes. GCL was
formed to originate portfolio loan investments within the state of California and is consolidated with the Company for accounting purposes.
Refer to “Note 2—Significant Accounting Policies— Basis of Consolidation ” below for further detail.
SCHEDULE
OF COMPANY’S SUBSIDIARIES
Subsidiary
Jurisdiction
of
Incorporation
Formation
Date
Percentage
Owned
GCL
Delaware
April 13, 2012
100 %
SuRo Capital Sports, LLC (“SuRo
Sports”)
Delaware
March 19, 2021
100 %
Subsidiaries
below are referred to collectively as the “Taxable Subsidiaries”
GSVC AE Holdings, Inc. (“GAE”)
Delaware
November 28, 2012
100 %
GSVC AV Holdings, Inc. (“GAV”)
Delaware
November 28, 2012
100 %
GSVC SW Holdings, Inc. (“GSW”)
Delaware
November 28, 2012
100 %
GSVC SVDS Holdings, Inc. (“SVDS”)
Delaware
August 13, 2013
100 %
The
Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity
and equity-related investments, and to a lesser extent, income from debt investments. The Company invests principally in the equity securities
of what it believes to be rapidly growing venture capital-backed emerging companies. The Company may invest in these portfolio companies
through direct offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, negotiations
with selling stockholders, investment funds, or through special purpose vehicles (“SPVs”) and other investment funds for
the purpose of investing in securities of a single private issuer. In addition, the Company may invest in private credit and in founders
equity, founders warrants, and private investment in public equity transactions of special purpose acquisition companies (“SPACs”).
The Company may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that
otherwise meet its investment criteria, subject to any applicable limitations under the 1940 Act.
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TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
NOTE
2— SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S. generally accepted
accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-K and Regulation S-X under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The Company is an investment company following the specialized accounting
and reporting guidance specified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification
(“ASC”) Topic 946, Financial Services—Investment Companies . In the opinion of management, all adjustments, all
of which were of a normal recurring nature, were considered necessary for the fair presentation of consolidated financial statements
for the period have been included.
Basis
of Consolidation
Under
Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting
Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled
operating company that provides substantially all of its services and benefits to the Company, and certain entities established for tax
purposes where the Company holds a 100% interest. Accordingly, the Company’s Consolidated Financial Statements include its accounts
and the accounts of the Taxable Subsidiaries, GCL, and SuRo Sports, its wholly owned subsidiaries. All intercompany balances and transactions
have been eliminated in consolidation. The Company operates as a single operating segment.
Segments
SuRo
Capital has determined that it has a single operating segment in accordance with Topic 280, Segment Reporting (“ASC
280”). The Company operates as a single segment with a principal investment objective to maximize our portfolio’s total
return, principally by seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt
investments. The Company’s Chief Executive Officer, Chief Financial Officer, and Investment Committee collectively perform the
function that allocates resources and assesses performance, and thus together, serve as the Company’s chief operating decision
maker (the “CODM”). 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
the Consolidated Statement of Operations along with significant expenses. The measure of segment assets is reported on the
Consolidated Balance Sheets as total assets.
Use
of Estimates
The
preparation of Consolidated Financial Statements in accordance with GAAP requires the Company’s management to make a number of
significant estimates. These include estimates of the fair value of certain assets and liabilities and other estimates that affect the
reported amounts of certain assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of
certain revenues and expenses during the reporting period. It is likely that changes in these estimates may occur in the near term. The
Company’s estimates are inherently subjective in nature and actual results could differ materially from such estimates.
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December
31, 2024
Uncertainties
and Risk Factors
The
Company is subject to a number of risks and uncertainties in the nature of its operations, as well as vulnerability due to certain concentrations.
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. Refer to “Note 4—Investments at Fair Value” for an overview of the
Company’s industry and geographic concentrations.
Investments
at Fair Value
The
Company applies fair value accounting in accordance with GAAP and the AICPA’s Audit and Accounting Guide for Investment Companies.
The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act.
Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to
classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value
into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest
level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:
Level
1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has
the ability to access at the measurement date.
Level
2 —Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at
the measurement date for substantially the full term of the assets or liabilities.
Level
3 —Valuations based on unobservable inputs that reflect management’s best estimate of what market participants would use
in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and
the risk inherent in the inputs to the model. The majority of the Company’s investments are Level 3 investments and are subject
to a high degree of judgment and uncertainty in determining fair value.
When
the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement
is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level
3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, gains and losses
for such assets and liabilities categorized within the Level 3 table set forth in “Note 4—Investments at Fair Value”
may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
A
review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may
result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy
are reported as transfers in/out of the Level 3 category as of the beginning of the measurement period in which the reclassifications
occur. Refer to “Levelling Policy” below for a detailed discussion of the levelling of the Company’s financial assets
or liabilities and events that may cause a reclassification within the fair value hierarchy.
Securities
for which market quotations are readily available on an exchange are valued at the most recently available closing price of such security
as of the valuation date. If there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35,
as modified by ASU 2022-03 (as defined below), 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 Company will consider those restrictions in
the fair value determination of that security. Contractual sale restrictions on the sale or use of a security which are an entity-specific
characteristic, rather than a security-specific characteristic (as discussed in ASU 2022-03), are not considered in the fair value determinations
for such securities. The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or
dealers in order to value assets. When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to
determine the fair value of the security. If determined to be adequate, the Company uses the quote obtained.
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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Securities
for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology,
or provides a valuation or methodology that, in the judgment of management, the Company’s Board of Directors or the valuation committee
of the Company’s Board of Directors (the “Valuation Committee”), does not reliably represent fair value, shall each
be valued as follows:
1. The
quarterly valuation process begins with each portfolio company or investment being initially
valued by the internal investment professionals responsible for the portfolio investment;
2. Preliminary
valuation estimates are then documented and discussed with senior management;
3. For
all investments for which there are no readily available market quotations, the Valuation
Committee engages an independent third-party valuation firm to conduct independent appraisals,
review management’s preliminary valuations and make its own independent assessment;
4. The
Valuation Committee applies the appropriate valuation methodology to each portfolio asset
in a consistent manner, considers the inputs provided by management and the independent third-party
valuation firm, discusses the valuations and recommends to the Company’s Board of Directors
a fair value for each investment in the portfolio; and
5. The
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.
In
making a good faith determination of the fair value of investments, the Board of Directors applies valuation methodologies consistent
with industry practice. Valuation methods utilized include, but are not limited to, the following: comparisons to prices from secondary
market transactions; venture capital financings; public offerings; purchase or sales transactions; analysis of financial ratios and valuation
metrics of portfolio companies that issued such private equity securities to peer companies that are public; analysis of the portfolio
company’s most recent financial statements, forecasts and the markets in which the portfolio company does business, and other relevant
factors. The Company assigns a weighting based upon the relevance of each method to assist the Board of Directors in determining the
fair value of each investment.
For
investments that are not publicly traded or that do not have readily available market quotations, the Valuation Committee generally engages
an independent valuation firm to provide an independent valuation, which the Company’s Board of Directors considers, among other
factors, in making its fair value determinations for these investments. For the current and prior fiscal year, the Valuation Committee
engaged an independent valuation firm to perform valuations of 100% of the Company’s investments for which there were no readily
available market quotations.
Due
to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair
value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these
estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed,
and it is reasonably possible that the difference could be material. In addition, changes in the market environment and other events
that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change
in unrealized appreciation or depreciation currently reflected in the consolidated financial statements.
Equity
Investments
Equity
investments for which market quotations are readily available in an active market are generally valued at the most recently available
closing market prices and are classified as Level 1 assets. Equity investments with readily available market quotations that are subject
to sales restrictions due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1. Any
other equity investments with readily available market quotations that are subject to sales restrictions that would transfer to market
participants who would buy the security may be valued at a discount for a lack of marketability (“DLOM”) to the most recently
available closing market prices. These investments are generally classified as Level 2 assets. The DLOM used is generally based upon
the market value of publicly traded put options with similar terms. For equity securities with readily available market quotations that
are subject to entity-specific contractual sale restrictions, rather than security-specific contractual sale restrictions, if such entity-specific
contractual sale restrictions first applied or were modified on or after December 15, 2023, the restrictions are not considered in the
determination of fair value for that security. See “Recently Issued or Adopted Accounting Standards” for more information.
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TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
The
fair values of the Company’s equity investments for which market quotations are not readily available are determined based on various
factors and are classified as Level 3 assets. To determine the fair value of a portfolio company for which market quotations are not
readily available, the Board of Directors applies the appropriate respective valuation methodology for the asset class or portfolio holding,
which may involve analyzing the relevant portfolio company’s most recently available historical and projected financial results,
public market comparables, and other factors. The Board of Directors may also consider other events, including the transaction in which
the Company acquired its securities, subsequent equity sales by the portfolio company, and mergers or acquisitions affecting the portfolio
company. In addition, the Board of Directors may consider the trends of the portfolio company’s basic financial metrics from the
time of its original investment until the measurement date, with material improvement of these metrics indicating a possible increase
in fair value, while material deterioration of these metrics may indicate a possible reduction in fair value.
In
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 stock) in a portfolio company, the Board of Directors considers the rights, preferences
and limitations of such securities. When equity-linked securities expire worthless, any cost associated with these positions is recognized
as a realized loss on investments in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows. In the event
these securities are exercised into common or preferred stock, the cost associated with these securities is reassigned to the cost basis
of the new common or preferred stock. These conversions are noted as non-cash operating items on the Consolidated Statements of Cash
Flows.
Debt
Investments
Given
the nature of the Company’s current debt investments (excluding U.S. Treasuries), which are principally convertible and promissory
notes issued by venture capital-backed portfolio companies, these investments are classified as 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 debt investments
are valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
Options
The
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. If the options are publicly traded, in accordance with our leveling policy, the Company prices the options at the
closing price on a public exchange as of the measurement date. All other options investments are generally classified as
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.
SPVs
and Investment Funds
At
various times, the Company may utilize SPVs and similar investment fund structures in the investment process. The Company advances money
to these SPVs or investment funds that are formed for the specific purpose of investing in securities of a single private issuer. Generally
speaking, these entities have the following characteristics: (1) the underlying investment in the securities of the single private
issuer is the sole activity of the SPV or investment fund; (2) the Company’s underlying ownership of the single private issuer
is proportionate to the Company’s contributions made to the SPV or investment fund; and (3) the Company will receive its proportionate
share of the cash proceeds as the single private issuer is monetized and distributed. The Consolidated Schedule of Investments presents
the value of the Company’s investment in the SPV or investment fund. These SPV and fund investments are valued at estimated fair
value as determined in good faith by the Company’s Board of Directors. The SPVs may incur a tax liability associated with distributions
made by underlying portfolio investments. If an SPV or investment fund charges fees or expenses, those
fees may impact the fair value of the Company’s investment.
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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
In
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”)
per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies,
or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily
determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment.
Special
Purpose Acquisition Companies
The
Company’s Board of Directors measures its SPAC sponsor investments at fair value, which is equivalent to cost until a SPAC transaction
is announced. After a SPAC transaction is announced, the Company’s Board of Directors will determine the fair value of SPAC investments
based on fair value analyses that can include option pricing models, probability-weighted expected return method analyses and other techniques
as deemed appropriate. Upon completion of the SPAC transaction, the Board of Directors utilizes the public share price of the entity,
less a DLOM if there are security-specific contractual sale restrictions. The Company’s SPAC investments are valued at estimated
fair value as determined in good faith by the Company’s Board of Directors.
Portfolio
Company Investment Classification
The
Company is a non-diversified company within the meaning of the 1940 Act. The Company classifies its investments by level of control.
As defined in the 1940 Act, control investments are those where the investor retains the power to exercise a controlling influence over
the management or policies of a company. Control is generally deemed to exist when a company or individual directly or indirectly owns
beneficially more than 25% of the voting securities of an investee company. Affiliated investments and affiliated companies are defined
by a lesser degree of influence and are deemed to exist when a company or individual directly or indirectly owns, controls or holds the
power to vote 5% or more of the outstanding voting securities of a portfolio company. Refer to the Consolidated Schedules of Investments
as of December 31, 2024 and December 31, 2023 for details regarding the nature and composition of the Company’s investment portfolio.
Levelling
Policy
The
portfolio companies in which the Company invests may offer their shares in IPOs. The Company’s shares in such portfolio companies
are typically subject to lock-up agreements for 180 days following the IPO. Upon the IPO date, the Company transfers its investment from
Level 3 to Level 1 due to the presence of an active market, or Level 2 if limited by the lock-up agreement. The Company prices the investment
at the closing price on a public exchange as of the measurement date. In situations where there are legal or contractual restrictions
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
Company will classify the investment as Level 2 subject to an appropriate DLOM to reflect the restrictions upon sale. The Company transfers
investments between levels based on the fair value at the beginning of the measurement period in accordance with FASB ASC 820. For investments
transferred out of Level 3 due to an IPO, the Company transfers these investments based on their fair value at the IPO date.
Securities
Transactions
Securities
transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company
( i.e. , trade date). Securities transactions outside conventional channels, such as private transactions, are recorded as of the
date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligation
to pay for securities purchased or to deliver securities sold, respectively.
Valuation
of Other Financial Instruments
The
carrying amounts of the Company’s other, non-investment financial instruments, consisting of cash, receivables, accounts payable,
and accrued expenses, approximate fair value due to their short-term nature.
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TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Cash
The
Company custodies its cash with Western Alliance Trust Company, N.A., and may place cash in demand deposit accounts with other high-quality
financial institutions. The cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Company
believes the risk of loss associated with any uninsured balance is remote.
Escrow
Proceeds Receivable
A
portion of the proceeds from the sale of portfolio investments are held in escrow as a recourse for indemnity claims that may arise under
the sale agreement or other related transaction contingencies. Amounts held in escrow are held at estimated realizable value and included
in net realized gains/(losses) on investments in the Consolidated Statements of Operations for the period in which they occurred and
are adjusted as needed. Any remaining escrow proceeds balances from these transactions reasonably expected to be received are reflected
on the Consolidated Statement of Assets and Liabilities as escrow proceeds receivable. Escrow proceeds receivable resulting from contingent
consideration are to be recognized when the amount of the contingent consideration becomes realized or realizable. As of December 31,
2024 and December 31, 2023, the Company had $ 45,298 and $ 309,293 , respectively, in escrow proceeds receivable.
Deferred
Financing Costs
The
Company records fees and expenses incurred in connection with financing or capital raising activities relating to the Company’s
shelf registration statement on Form N-2 as deferred financing costs. The Company also incurred additional offering costs in connection
with its 6.00 % Notes due 2026. The Company defers these offering costs until capital is raised pursuant to the shelf registration statement
or as the shelf registration statement expires. For equity capital raised, the offering costs reduce paid-in capital resulting from the
offering. These costs are deferred and amortized using the straight-line method over the respective life of the financing instrument.
For modifications to a financing instrument, any unamortized origination costs are expensed.
The
Company records fees and expenses incurred in connection with debt capital raises as deferred debt issuance costs. Such costs are reflected
in the carrying value of the related debt instrument, and not the Company’s deferred financing costs. For debt capital raised,
the associated offering costs are deferred and amortized as part of interest expense using the straight-line method over the life of
the debt instrument. As of December 31, 2024 and December 31, 2023, the Company had deferred financing costs of $ 526,261 and $ 594,726 ,
respectively, on the Consolidated Statement of Assets and Liabilities.
SCHEDULE
OF DEFERRED FINANCING COSTS
December
31, 2024
December
31, 2023
Deferred debt
issuance costs
$ 1,417,155
$ 1,254,793
Deferred
financing costs
526,261
594,726
Total
$ 1,943,416
$ 1,849,519
Refer
to “Note 10 — Debt Capital Activities” for further detail regarding the Company’s deferred debt issuance costs.
Operating
Leases & Related Deposits
The
Company accounts for its operating leases as prescribed by ASC 842, Leases , which requires lessees to recognize a right-of-use
asset on the balance sheet, representing its right to use the underlying asset for the lease term, and a corresponding lease liability
for all leases with terms greater than 12 months. The lease expense is presented as a single lease cost that is amortized on a straight-line
basis over the life of the lease. Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease
cost. On September 1, 2024, the Company extended the previous operating lease for office space for an additional term of three years
and three months, expiring March 31, 2028. The Company has recorded a right-of-use asset and a corresponding lease liability for the
operating lease obligation. These amounts have been discounted using the rate implicit in the lease. Refer to “Note 7—Commitments
and Contingencies— Operating Leases and Related Deposits ” for further detail.
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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Stock-based
Compensation
Using
the fair value recognition provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured
at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period. Determining
the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options and the
expected volatility of the Company’s stock price. Differences between actual results and these estimates could have a material
effect on the Company’s financial results. Forfeitures are accounted for as they occur. Refer to “Note 11—Stock-Based
Compensation” for further detail.
Revenue
Recognition
The
Company recognizes gains or losses on the sale of investments using the specific identification method. The Company recognizes interest
income, adjusted for amortization of premium and accretion of discount, on an accrual basis. The Company recognizes dividend income on
the ex-dividend date.
Investment
Transaction Costs and Escrow Deposits
Commissions
and other costs associated with an investment transaction, including legal expenses not reimbursed by the portfolio company, are included
in the cost basis of purchases and deducted from the proceeds of sales. The Company makes certain acquisitions on secondary markets,
which may involve making deposits to escrow accounts until certain conditions are met, including the underlying private company’s
right of first refusal. If the underlying private company does not exercise or assign its right of first refusal and all other conditions
are met, then the funds in the escrow account are delivered to the seller and the account is closed. Such transactions would be reflected
on the Consolidated Statement of Assets and Liabilities as escrow deposits. As of December 31, 2024 and December 31, 2023, the Company
had no escrow deposits.
Unrealized
Appreciation or Depreciation of Investments
Unrealized
appreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment.
U.S.
Federal and State Income Taxes
The
Company elected to be treated and intends to qualify annually as a RIC under Subchapter M of the Code. To qualify for tax treatment as a RIC, among other things,
the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its
stockholders at least the sum of 90% of its investment company taxable income (“ICTI”), including payment-in-kind
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
interest income over certain disallowed deductions) for each taxable year (the “Annual Distribution Requirement”).
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
of current year dividend distributions. Any such carryforward ICTI must be distributed on or before December 31 of the subsequent
tax year to which it was carried forward.
If
the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year
a sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period
ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Excise Tax
Avoidance Requirement”), it generally will be required to pay an excise tax equal to 4% of the amount by which the Excise Tax Avoidance
Requirement exceeds the distributions for the year. To the extent that the Company determines that its estimated current year annual
taxable income will exceed estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes,
if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective
excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.
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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
So
long as the Company qualifies and maintains its tax treatment as a RIC, it generally will not be subject to U.S. federal and state
income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather,
any tax liability related to income earned by the RIC will represent obligations of the Company’s investors and will not be
reflected in the consolidated financial statements of the Company. Included in the Company’s consolidated financial
statements, the Taxable Subsidiaries are subject to U.S. federal income tax imposed at corporate rates on their income, regardless
of whether the Company is a RIC. These Taxable Subsidiaries are not consolidated for U.S. federal income tax purposes and may
generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes,
if any, will be reflected in the Company’s Consolidated Financial Statements.
If
it is not treated as a RIC, the Company will be taxed as a regular corporation (a “C Corporation”) under Subchapter C of
the Code for such taxable year. If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment
as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to tax on all of its taxable income (including
its net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to stockholders, nor would it
be required to make distributions. Distributions, including distributions of net long-term capital gain, would generally be taxable to
its stockholders as ordinary dividend income to the extent of the Company’s current and accumulated earnings and profits. Subject
to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to
such dividend; non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,”
which is subject to reduced rates of U.S. federal income tax. Distributions in excess of the Company’s current and accumulated
earnings and profits would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any
remaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed
above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed
to qualify as a RIC by the end of the first year that it intends to requalify for tax treatment as a RIC. If the Company fails to requalify
for tax treatment as a RIC for a period greater than two taxable years, it may be subject to regular corporate tax on any net built-in
gains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses
that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification
or when recognized over the next five years. Refer to “Note 9—Income Taxes” for further details.
Per
Share Information
Net
change in net assets resulting from operations per basic common share is computed using the weighted-average number of shares outstanding
for the period presented. 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 dilutive
securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period.
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. Refer to “Note 6—Net Increase in Net Assets Resulting
from Operations per Common Share—Basic and Diluted” for further detail.
Recently
Issued or Adopted Accounting Standards
In
June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions.” This change prospectively prohibits entities from taking into account certain contractual restrictions
on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions. The standard is
effective for annual periods beginning after December 15, 2023, and applied prospectively. The Company adopted the requirements of ASU
2022-03 during the period ended March 31, 2024.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures (“ASU 2023- 07”),” which enhances disclosure requirements about significant segment expenses that
are regularly provided to the CODM. ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the
disclosures as required by Topic 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation
of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources
and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07 is effective for the fiscal
years beginning after December 15, 2023, and interim periods beginning with the first quarter ended March 31, 2025. Early adoption is
permitted and retrospective adoption is required for all prior periods presented. The Company adopted the requirements of ASU 2023-07
during the year ended December 31, 2024, but does not expect a material impact on its consolidated financial statements.
In
December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this update require
more disaggregated information on income taxes paid. The standard is effective for annual periods beginning after December 15, 2024.
Early adoption is permitted; however, the Company has not elected to adopt this provision as of the date of the consolidated financial
statements. The Company is still assessing the impact of the new guidance. However, it does not expect ASU 2023-09 to have a material
impact on the Company’s future financial statements.
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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
In
March 2024, the FASB issued ASU 2024-01, “Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest
and Similar Awards.” ASU 2024-01 clarifies how an entity determines whether a profits interest or similar award is within the scope
of Topic 718 or not a share-based payment arrangement and therefore within the scope of other guidance. ASU 2024-01 is effective for
public entities for fiscal years beginning after December 15, 2024, and interim periods in fiscal years beginning after December 15,
2024. Early adoption is permitted; however, the Company has not elected to adopt this provision as of the date of the consolidated financial
statements. The Company is currently evaluating the impact of the new guidance. However, it does not expect ASU 2024-01 to have a material
impact on the Company’s future financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income —
Expense Disaggregation Disclosures”, which requires disaggregated disclosure of certain costs and expenses, including purchases of
inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is
effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028.
Early adoption and retrospective application is permitted. The Company is still assessing the impact of the new guidance. However, it
does not expect ASU 2024-03 to have a material impact on the Company’s future financial statements.
In November 2024, the FASB issued ASU 2024-04, “Debt — Debt with Conversion and Other Options”, which
amends ASC 470-20 to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion.
The amendments are effective for fiscal years and interim periods within fiscal years beginning after December 15, 2025. The Company is
still assessing the impact of the new guidance.
From
time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company
as of the specified effective date. The Company believes that the impact of recently issued standards and any that are not yet effective
will not have a material impact on its consolidated financial statements upon adoption.
NOTE
3— RELATED-PARTY ARRANGEMENTS
The
Company’s executive officers and directors serve or may serve as officers, directors, or managers of entities that operate in a
line of business similar to the Company’s, including new entities that may be formed in the future. Accordingly, they may have
obligations to investors in those entities, the fulfillment of which might not be in the best interests of the Company or the Company’s
stockholders.
The
1940 Act prohibits the Company from participating in certain negotiated co-investments with certain affiliates unless it receives an
order from the SEC permitting it to do so. As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactions
with certain of its affiliates without the prior approval of the Board of Directors, including its independent directors, and, in some
cases, the SEC. The affiliates with which the Company may be prohibited from transacting include its officers, directors, and employees
and any person controlling or under common control with the Company, subject to certain exceptions.
In
the ordinary course of business, the Company may enter into transactions with portfolio companies that may be considered related-party
transactions. To ensure that the Company does not engage in any prohibited transactions with any persons affiliated with the Company,
the Company has implemented certain written policies and procedures whereby the Company’s executive officers screen each of the
Company’s transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlled
by the Company, and the Company’s executive officers and directors.
The
Company’s investment in Churchill Sponsor VII LLC, the sponsor of Churchill Capital Corp. VII, a SPAC, constituted a “remote-affiliate”
transaction for purposes of the 1940 Act in light of the fact that Mark D. Klein, the Company’s Chairman, Chief Executive Officer
and President, has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling member
of the board of directors of Churchill Capital Corp. VII. In addition, Mr. Klein’s brother, Michael Klein, is a control person
of such Churchill entities. On August 18, 2024, Churchill Capital Corp. VII announced that it would not consummate an initial business
combination within the time period required by its Amended and Restated Certificate of Incorporation, as amended, and the Company realized
a loss on the entirety of its Churchill Sponsor VII LLC common share units and warrant units in the amount of $ 300,000 .
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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
The
Company’s investment in Skillsoft Corp. (f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a “remote-affiliate”
transaction for purposes of the 1940 Act in light of the fact that Mr. Klein has a non-controlling interest in the entity that controlled
Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp. II, a SPAC, and was a non-controlling member of the board of directors
of Churchill Capital Corp. II, through which the Company executed a private investment in public equity transaction in order to acquire
common shares of Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II. In addition, Mr. Klein’s brother, Michael
Klein, was a control person of such Churchill entities. As of December 31, 2024, the fair value of the Company’s remote-affiliate
investment in Skillsoft was $ 1,176,244 .
The
Company’s initial investment in Shogun Enterprises, Inc. (d/b/a Hearth) on February 26, 2021 constituted a “remote-affiliate”
transaction for purposes of the 1940 Act in light of the fact that Keri Findley, a former senior managing director of the Company until
her departure on March 9, 2022, was, at the time of investment, a non-controlling member of the board of directors of Shogun Enterprises,
Inc. and held a minority equity interest in such portfolio company. As of December 31, 2024, the fair value of the Company’s remote-affiliate
investment in Shogun Enterprises, Inc. (d/b/a Hearth) was $ 5,374,819 .
The
Company’s investment in Architect Capital PayJoy SPV, LLC also constituted a “remote-affiliate” transaction for purposes
of the 1940 Act in light of the fact that Ms. Findley, at the time of investment, was a non-controlling member of the board of directors
of the investment manager to Architect Capital PayJoy SPV, LLC, and held a minority equity interest in such investment manager. On June
28, 2024, the Company redeemed the entirety of its Membership Interest in Architect Capital PayJoy SPV, LLC.
In
addition, Ms. Findley and Claire Councill, a former investment professional of the Company until her departure on April 15, 2022, were
non-controlling members of the board of directors of Colombier Acquisition Corp., a SPAC, which was sponsored by Colombier Sponsor LLC,
one of the Company’s portfolio companies until its dissolution upon completion of Colombier Acquisition Corp.’s business
combination into PSQ Holdings, Inc. (d/b/a PublicSquare). As of December 31, 2024, the fair value of the Company’s investment in
PSQ Holdings, Inc. (d/b/a PublicSquare) was $ 1,436,830 .
The
Company’s investment in AltC Sponsor LLC, the sponsor of AltC Acquisition Corp., a SPAC, constituted a “remote-affiliate”
transaction for purposes of the 1940 Act in light of the fact that Mr. Klein has a non-controlling interest in one of the entities that
controlled AltC Sponsor LLC, and Allison Green, the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer and
Secretary, was a non-controlling member of the board of directors of AltC Acquisition Corp. until its dissolution upon completion of AltC
Acquisition Corp.’s business combination into Oklo, Inc. As of November 15, 2024, the Company had sold its investment in Oklo,
Inc.
NOTE
4— INVESTMENTS AT FAIR VALUE
Investment
Portfolio Composition
The
Company’s investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and
options or agreements to purchase or acquire common and preferred stock), and to a lesser extent, debt securities, issued by private
and publicly traded companies. The Company may also, from time to time, invest in U.S. Treasury bills. Non-portfolio investments represent
investments in U.S. Treasury bills. As of December 31, 2024, the Company had 60 positions in 37 portfolio companies. As of December 31,
2023, the Company had 63 positions in 38 portfolio companies.
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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
The
following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of
December 31, 2024 and December 31, 2023:
SCHEDULE OF COMPOSITION OF INVESTMENT PORTFOLIO
December
31, 2024
December
31, 2023
Cost
Fair
Value
Percentage
of
Net
Assets
Cost
Fair
Value
Percentage
of
Net
Assets
Private
Portfolio Companies
Preferred
Stock (1)
$ 159,592,108
$ 151,003,991
95.8 %
$ 107,209,010
$ 122,744,564
60.4 %
Common Stock (2)
67,469,643
35,922,154
22.8 %
73,003,835
39,086,792
19.2 %
Debt
Investments
2,777,197
506,339
0.3 %
5,146,349
3,098,734
1.5 %
Options (3)
4,394,059
4,357,138
2.8 %
12,057,878
3,638,161
1.8 %
Total
Private Portfolio Companies
234,233,007
191,789,622
121.7 %
197,417,072
168,568,251
82.9 %
Publicly
Traded Portfolio Companies
Common
Stock
21,805,582
16,154,290
10.3 %
14,095,473
13,548,248
6.7 %
Options
771,065
1,436,830
0.9 %
1,028,653
1,964,750
1.0 %
Total
Publicly Traded Portfolio Companies
22,576,647
17,591,120
11.2 %
15,124,126
15,512,998
7.7 %
Total
Portfolio Investments
256,809,654
209,380,742
132.9 %
212,541,198
184,081,249
90.6 %
Non-Portfolio
Investments
U.S.
Treasury Bills
—
—
— %
63,792,704
63,810,855
31.4 %
Total
Investments
$ 256,809,654
$ 209,380,742
132.9 %
$ 276,333,902
$ 247,892,104
121.9 %
(1) Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the
Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested 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 Shares of VAST Data, Ltd. through an SPV.
(2) Common Stock also includes the Company’s Limited Partner Fund Investment in True Global
Ventures 4 Plus Pte Ltd.
(3) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc. and Commercial Streaming Solutions Inc. (d/b/a BettorView).
The
geographic and industrial compositions of the Company’s portfolio at fair value as of December 31, 2024 and December 31, 2023 were
as follows:
As
of December 31, 2024
As
of December 31, 2023
Fair
Value
Percentage
of
Portfolio
Percentage
of
Net
Assets
Fair
Value
Percentage
of
Portfolio
Percentage
of
Net
Assets
Geographic
Region
Northeast
$ 72,100,161
34.4 %
45.8 %
$ 41,538,359
22.6 %
20.4 %
West
61,124,969
29.2 %
38.8 %
108,500,197
58.9 %
53.4 %
Midwest
37,261,207
17.8 %
23.6 %
17,881,248
9.7 %
8.8 %
Southeast
20,675,077
9.9 %
13.1 %
12,107,136
6.6 %
6.0 %
International
18,219,328
8.7 %
11.6 %
4,054,309
2.2 %
2.0 %
Total
$ 209,380,742
100.0 %
132.9 %
$ 184,081,249
100.0 %
90.6 %
As
of December 31, 2024
As
of December 31, 2023
Fair
Value
Percentage
of
Portfolio
Percentage
of
Net
Assets
Fair
Value
Percentage
of
Portfolio
Percentage
of
Net
Assets
Industry
Artificial Intelligence
Infrastructure & Applications
$ 58,072,060
27.7 %
36.9 %
$ —
— %
— %
Software-as-a-Service
49,225,370
23.5 %
31.2 %
32,654,520
17.7 %
16.1 %
Consumer Goods & Services
30,351,636
14.5 %
19.3 %
24,323,850
13.2 %
12.0 %
Education Technology
27,327,100
13.1 %
17.3 %
69,381,463
37.7 %
34.1 %
Logistics & Supply Chain
23,033,237
11.0 %
14.6 %
17,984,323
9.8 %
8.8 %
Financial Technology &
Services
17,192,986
8.2 %
10.9 %
34,925,270
19.0 %
17.2 %
SuRo
Sports
4,178,353
2.0 %
2.7 %
4,811,823
2.6 %
2.4 %
Total
$ 209,380,742
100.0 %
132.9 %
$ 184,081,249
100.0 %
90.6 %
93
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SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
The
table below details the composition of the Company’s industrial themes presented in the preceding tables:
Industry
Theme
Industry
Artificial
Intelligence Infrastructure
AI
Application Fund
&
Applications
AI
Infrastructure
AI
Infrastructure Fund
Consumer
Goods & Services
E-Commerce
Marketplace
Fitness
Technology
Lifestyle
Beverage Brand
Micromobility
Social
Networking
Education
Technology
Business
Education
Interactive
Learning
Online
Education
Financial
Technology & Services
Cannabis
REIT
Carbon
Credit Services
Financial
Services
Mobile
Access Technology
Mobile
Finance Technology
Online
Marketplace Finance
Real
Estate Platform
Special
Purpose Acquisition Company
Venture
Investment Fund
Logistics
& Supply Chain
Clean
Technology
Supply
Chain Technology
Warehouse
Automation
Software-as-a-Service
Contractor
Management Software
Global
Innovation Platform
Home
Improvement Finance
Knowledge
Networks
Pharmaceutical
Technology
Productivity
Software
Retail
Technology
Social
Data Platform
SuRo
Sports
Digital
Media Technology
Gaming
Licensing
Gaming
Technology
Geolocation
Technology
Interactive
Media & Services
Sports
Betting
94
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Investment
Valuation Inputs
The
fair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest
level of significant input used in the valuation as of December 31, 2024 and December 31, 2023 are as follows:
SCHEDULE OF FAIR VALUE OF INVESTMENT VALUATION INPUTS
As of December 31, 2024
Quoted
Prices in
Active
Markets for
Identical
Securities
(Level
1)
Significant
Other
Observable
Inputs
(Level
2)
Significant
Unobservable
Inputs
(Level
3)
Total
Investments at Fair Value
Private Portfolio Companies
Preferred Stock (1)
$ —
$ —
$ 151,003,991
$ 151,003,991
Common Stock (2)
—
—
35,922,154
35,922,154
Debt Investments
—
—
506,339
506,339
Options (3)
—
—
4,357,138
4,357,138
Private Portfolio Companies
—
—
191,789,622
191,789,622
Publicly Traded Portfolio Companies
Common Stock
2,126,577
14,027,713
—
16,154,290
Options
1,436,830
—
—
1,436,830
Publicly Traded Portfolio Companies
3,563,407
14,027,713
—
17,591,120
Total Investments at Fair Value
$ 3,563,407
$ 14,027,713
$ 191,789,622
$ 209,380,742
(1) Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the
Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested 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 Shares of VAST Data, Ltd. through an SPV.
(2) Common
Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures
4 Plus Pte Ltd.
(3) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc. and Commercial Streaming Solutions Inc. (d/b/a BettorView).
As of December 31, 2023
Quoted
Prices in
Active
Markets for
Identical
Securities
(Level
1)
Significant
Other
Observable
Inputs
(Level
2)
Significant
Unobservable
Inputs
(Level
3)
Total
Investments at Fair Value
Private Portfolio Companies
Preferred Stock
$ —
$ —
$ 122,744,564
$ 122,744,564
Common Stock (1)
—
—
39,086,792
39,086,792
Debt Investments
—
—
3,098,734
3,098,734
Options (2)
—
—
3,638,161
3,638,161
Private Portfolio Companies
—
—
168,568,251
168,568,251
Publicly Traded Portfolio Companies
Common Stock
5,005,862
8,542,386
—
13,548,248
Options
1,964,750
—
—
1,964,750
Publicly Traded Portfolio Companies
6,970,612
8,542,386
—
15,512,998
Total Portfolio Investments
6,970,612
8,542,386
168,568,251
184,081,249
Non-Portfolio Investments
U.S. Treasury bills
63,810,855
—
—
63,810,855
Total Investments at Fair Value
$ 70,781,467
$ 8,542,386
$ 168,568,251
$ 247,892,104
(1) Common
Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures
4 Plus Pte Ltd.
(2) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc. and Commercial Streaming Solutions Inc. (d/b/a BettorView).
95
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Significant
Unobservable Inputs for Level 3 Assets and Liabilities
In
accordance with FASB ASC 820, Fair Value Measurement , the tables below provide quantitative information about the fair value measurements
of the Company’s Level 3 assets as of December 31, 2024 and December 31, 2023. In addition to the techniques and inputs noted in
the tables below, according to the Company’s valuation policy, the Board of Directors may also use other valuation techniques and
methodologies when determining the fair value measurements of the Company’s assets. The tables below are not intended to be all-inclusive,
but rather provide information on the significant Level 3 inputs as they relate to the fair value measurements of the Company’s
assets. To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to
the Company’s Level 3 fair value measurements as of December 31, 2024 and December 31, 2023. Significant changes in the inputs
in isolation would result in a significant change in the fair value measurement, depending on the input and the materiality of the investment.
Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.
SCHEDULE OF FAIR VALUE OF ASSETS ON UNOBSERVABLE INPUT
As
of December 31, 2024
Asset
Fair Value
Valuation Approach/ Technique (1)
Unobservable Inputs (2)
Range (Weighted Average) (3)
Preferred stock in private companies (6)
$ 151,003,991
Market Approach
Revenue Multiples
0.67 x - 5.96 x ( 1.82 x)
PWERM (5)
Precedent Transactions
25 % - 100 % ( 55 %)
Revenue Multiples
1.76 x
- 2.95 x
Dissolution Risk
75 % - 100 % ( 87.5 %)
Common stock in private companies (7)
$ 35,922,154
Market Approach
Revenue Multiples
0.77 x - 8.81 x ( 7.59 x)
PWERM (5)
Precedent Transactions
100 %
AFFO (4) Multiples
7.88 x
Dissolution Risk
100 %
Debt investments
$ 506,339
Market Approach
Revenue Multiples
0.90 x - 1.31 x ( 1.22 x)
Options (8)
$ 4,357,138
Option Pricing Model
Term to Expiration (Years)
1.5
- 19.38
Precedent Transaction
100 %
Volatility
51% - 67%
(1) As
of December 31, 2024, the Board of Directors used a hybrid market and income approach to
value certain common and preferred stock investments, as the Board of Directors felt this
approach better reflected the fair value of these investments. In considering multiple valuation
approaches (and consequently, multiple valuation techniques), the valuation approaches and
techniques are not likely to change from one period of measurement to the next; however,
the weighting of each in determining the final fair value of a Level 3 investment may change
based on recent events or transactions. The hybrid approach may also consider certain risk
weightings to account for the uncertainty of future events. Refer to “Note 2—Significant
Accounting Policies— Investments at Fair Value ” for more detail.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
(2) The
Board of Directors considers all relevant information that can reasonably be obtained when
determining the fair value of Level 3 investments. Due to any given portfolio company’s
information rights, changes in capital structure, recent events, transactions, or liquidity
events, the type and availability of unobservable inputs may change. Increases/(decreases)
in revenue multiples, earnings before interest and taxes (“EBIT”) multiples,
time to expiration, and stock price/strike price would result in higher (lower) fair values,
all else equal. Decreases/(increases) in discount rates, volatility, and annual risk rates,
would result in higher (lower) fair values, all else equal. The market approach utilizes
market value (revenue and EBIT) multiples of publicly traded comparable companies and available
precedent sales transactions of comparable companies. The Board of Directors carefully considers
numerous factors when selecting the appropriate companies whose multiples are used to value
the Company’s portfolio companies. These factors include, but are not limited to, the
type of organization, similarity to the business being valued, relevant risk factors, as
well as size, profitability and growth expectations. In general, precedent transactions include
recent rounds of financing, recent purchases made by the Company, and tender offers. Refer
to “Note 2—Significant Accounting Policies— Investments at Fair Value ”
for more detail.
(3) The
weighted averages are calculated based on the fair market value of each investment.
(4) Adjusted
Funds From Operations, or “AFFO”.
(5) Probability-Weighted
Expected Return Method, or “PWERM”.
(6) Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested
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
Shares of VAST Data, Ltd. through an SPV.
(7) Common
Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures
4 Plus Pte Ltd.
(8) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc. and Commercial Streaming Solutions
Inc. (d/b/a BettorView).
As
of December 31, 2023
Asset
Fair Value
Valuation Approach/ Technique (1)
Unobservable Inputs (2)
Range (Weighted Average) (3)
Preferred stock in private companies
$ 122,744,564
Market Approach
Revenue Multiples
0.15 x - 11.41 x ( 2.73 x)
PWERM (5)
Discount Rate
15 %
Common stock in private companies (6)
$ 39,086,792
Market Approach
Revenue Multiples
0.15 x - 11.13 x ( 9.29 x)
PWERM (5)
DLOM
15.0 % - 25.0 % ( 18.5 %)
AFFO (4)
Multiple
10.79 x
Discount Rate
15.0 %
Debt investments
$ 3,098,734
Market Approach
Revenue Multiples
1.21 x - 1.66 x ( 1.56 x)
PWERM (5)
DLOM
15.0 %
Options (7)
$ 3,638,161
PWERM (5)
Term to Expiration (Years)
0.65 - 5.63 ( 0.79 )
Volatility
70 %
Discount Rate
15.0 %
DLOM
15 % - 18 % ( 16.0 %)
(1) As
of December 31, 2023, the Board of Directors used a hybrid market and income approach to
value certain common and preferred stock investments, as the Board of Directors felt this
approach better reflected the fair value of these investments. In considering multiple valuation
approaches (and consequently, multiple valuation techniques), the valuation approaches and
techniques are not likely to change from one period of measurement to the next; however,
the weighting of each in determining the final fair value of a Level 3 investment may change
based on recent events or transactions. The hybrid approach may also consider certain risk
weightings to account for the uncertainty of future events. Refer to “Note 2—Significant
Accounting Policies— Investments at Fair Value ” for more detail.
(2) The
Board of Directors considers all relevant information that can reasonably be obtained when
determining the fair value of Level 3 investments. Due to any given portfolio company’s
information rights, changes in capital structure, recent events, transactions, or liquidity
events, the type and availability of unobservable inputs may change. Increases/(decreases)
in revenue multiples, EBIT multiples,
time to expiration, and stock price/strike price would result in higher (lower) fair values,
all else equal. Decreases/(increases) in discount rates, volatility, and annual risk rates,
would result in higher (lower) fair values, all else equal. The market approach utilizes
market value (revenue and EBIT) multiples of publicly traded comparable companies and available
precedent sales transactions of comparable companies. The Board of Directors carefully considers
numerous factors when selecting the appropriate companies whose multiples are used to value
the Company’s portfolio companies. These factors include, but are not limited to, the
type of organization, similarity to the business being valued, relevant risk factors, as
well as size, profitability and growth expectations. In general, precedent transactions include
recent rounds of financing, recent purchases made by the Company, and tender offers. Refer
to “Note 2—Significant Accounting Policies— Investments at Fair Value ”
for more detail.
(3) The
weighted averages are calculated based on the fair market value of each investment.
(4) Adjusted
Funds From Operations, or “AFFO”.
(5) Probability-Weighted
Expected Return Method, or “PWERM”.
(6) Common
Stock includes the Company’s Limited Partner Fund Investment in True Global Ventures
4 Plus Pte Ltd.
(7) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc. and Commercial Streaming Solutions Inc. (d/b/a BettorView).
97
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
The
aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2024 as follows:
SCHEDULE OF AGGREGATE VALUE OF ASSETS AND LIABILITIES
(1)
(2)
Year Ended December 31, 2024
Preferred
Stock (1)
Common
Stock (2)
Debt
Investments
Options (3)
Total
Assets:
Fair Value as of December 31, 2023
$ 122,744,564
$ 39,086,792
$ 3,098,734
$ 3,638,161
$ 168,568,251
Transfers out of Level 3
—
( 12,896,367 )
—
—
( 12,896,367 )
Purchases, capitalized fees and interest
60,155,557
15,061,793
—
13,230
75,230,580
Sales/Redemptions of investments
( 374,950 )
( 10,375,762 )
( 1,414,278 )
( 1,585,722 )
( 13,750,712 )
Exercises and conversions (4)
136,114
—
( 1,338,976 )
1,246,916
44,054
Realized gains/(losses)
( 7,533,623 )
( 222,565 )
384,102
( 7,076,812 )
( 14,448,898 )
Net change in unrealized appreciation/(depreciation) included in earnings
( 24,123,671 )
5,268,263
( 223,243 )
8,121,365
( 10,957,286 )
Fair Value as of December 31, 2024
$ 151,003,991
$ 35,922,154
$ 506,339
$ 4,357,138
$ 191,789,622
Net change in unrealized appreciation/ (depreciation) of Level 3 investments
still held as of December 31, 2024
$ ( 32,741,143 )
$ 5,418,630
$ —
$ 111,916
$ ( 27,210,597 )
(1) Preferred
Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the
Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested 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 Shares of VAST Data, Ltd. through an SPV.
(2) Common
Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures
4 Plus Pte Ltd.
(3) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc. and Commercial Streaming Solutions
Inc. (d/b/a BettorView).
(4) During
the year ended December 31, 2024, the Company’s portfolio investments had the following
corporate actions which are reflected above:
Portfolio Company
Conversion from
Conversion to
AltC Sponsor LLC
Common shares, Class A
Common shares, Class B
Oklo, Inc. - Common shares, Class A (Level 2)
Xgroup Holdings Limited (d/b/a Xpoint)
Convertible Note 6 %, Due 10/17/2024
Preferred shares, Series A-1
Warrants, Series A-1
Warrants, Series A
ServiceTitan, Inc.
Common shares
Common shares (Level 2)
98
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SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
The
aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2023 as follows:
(1)
Year Ended December 31, 2023
Preferred
Stock
Common
Stock (1)
Debt
Investments
Options (2)
Total
Assets:
Fair Value as of December 31, 2022
$ 117,214,465
$ 18,692,931
$ 4,488,200
$ 3,469,497
$ 143,865,093
Fair value beginning balance
$ 117,214,465
$ 18,692,931
$ 4,488,200
$ 3,469,497
$ 143,865,093
Transfers out of Level 3
—
( 1,554,355 )
—
( 1,157,487 )
( 2,711,842 )
Purchases, capitalized fees and interest
2,510,363
19,380,910
329,883
2,264,274
24,485,430
Sales/Maturity of investments
—
( 369,222 )
( 1,000,000 )
( 5,080 )
( 1,374,302 )
Exercises and conversions (3)
( 2,859,095 )
3,751,518
( 500,000 )
( 361,603 )
30,820
Realized gains/(losses)
( 10,914,376 )
1,195,703
—
( 96,350 )
( 9,815,023 )
Net change in unrealized appreciation/(depreciation) included in earnings
16,793,207
( 2,010,693 )
( 219,349 )
( 475,090 )
14,088,075
Fair Value as of December 31, 2023
$ 122,744,564
$ 39,086,792
$ 3,098,734
$ 3,638,161
$ 168,568,251
Fair value ending balance
$ 122,744,564
$ 39,086,792
$ 3,098,734
$ 3,638,161
$ 168,568,251
Net change in unrealized appreciation/ (depreciation) of Level 3 investments
still held as of December 31, 2023
$ 5,878,830
$ ( 2,010,694 )
$ ( 219,349 )
$ ( 512,480 )
$ 3,136,307
Net change in unrealized
appreciation/ (depreciation) of Level 3 investments still held
$ 5,878,830
$ ( 2,010,694 )
$ ( 219,349 )
$ ( 512,480 )
$ 3,136,307
(1) Common
Stock includes the Company’s Limited Partner Fund Investment in True Global Ventures
4 Plus Pte Ltd.
(2) Options also includes the Company’s investments in the SAFEs of PayJoy, Inc. and Commercial Streaming Solutions
Inc. (d/b/a BettorView).
(3) During
the year ended December 31, 2023, the Company’s portfolio investments had the following
corporate actions which are reflected above:
Portfolio
Company
Conversion
from
Conversion
to
Orchard
Technologies, Inc.
Preferred
shares, Series D
Simple
Agreement for Future Equity
Senior
Preferred shares, Series 1
Senior
Preferred shares, Series 2
Common
Shares, Class A
Shogun
Enterprises, Inc. (d/b/a Hearth)
Convertible
Note 0.5 %
Preferred
Shares, Series B-3
Colombier
Sponsor LLC
Class
B Units
Class
W Units
PSQ
Holdings, Inc. (d/b/a PublicSquare) - Common shares, Class A (Level 2)
PSQ
Holdings, Inc. (d/b/a PublicSquare) Warrants (Level 1)
AltC
Sponsor LLC
Share
units
Common
shares, Class A
Common
shares, Class B
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Schedule
of Investments In, and Advances to, Affiliates
Transactions
during the year ended December 31, 2024 involving the Company’s controlled investments and non-controlled/affiliate investments
were as follows:
SCHEDULE
OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
Type/Industry/Portfolio Company/Investment
Shares/
Principal/Quantity
Interest,
Fees, or
Dividends
Credited
in
Income
Fair Value at December 31, 2023
Transfer In/ (Out)
Purchases
and
Capitalized
Fees
Sales/Redemptions
Realized
Gains/(Losses)
Unrealized
Gains/(Losses)
Fair Value at December 31, 2024
Percentage
of
Net
Assets
CONTROLLED
INVESTMENTS * (2)
Options
Special Purpose Acquisition Company
Colombier Sponsor II LLC**–Class W Units
1,600,000
$ —
$ 498,305
$ —
$ —
$ —
$ —
$ —
$ 498,305
0.32 %
Total Options
—
498,305
—
—
—
—
—
498,305
0.32 %
Preferred Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class
A
—
—
382,381
—
4,218
( 374,950 )
( 6,780,680 )
6,769,031
—
— %
Total Preferred Stock
—
382,381
—
4,218
( 374,950 )
( 6,780,680 )
6,769,031
—
— %
Common Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares
—
—
—
—
—
—
( 10,000 )
10,000
—
— %
Mobile Finance Technology
Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV***
$ —
955,628
10,000,000
—
—
( 10,000,000 )
( 6,745 )
6,745
—
— %
Special Purpose Acquisition Company
Colombier Sponsor II LLC**–Class B Units
1,040,000
—
1,101,695
—
—
—
—
1,101,695
0.70 %
Total Common Stock
955,628
11,101,695
—
—
( 10,000,000 )
( 16,745 )
16,745
1,101,695
0.70 %
TOTAL
CONTROLLED INVESTMENTS* (2)
$ 955,628
$ 11,982,381
$ —
$ 4,218
$ ( 10,374,950 )
$ ( 6,797,425 )
$ 6,785,776
$ 1,600,000
1.02 %
NON-CONTROLLED/AFFILIATE
INVESTMENTS * (1)
Debt Investments
Global Innovation Platform
OneValley, Inc. (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8 %, Due
8/23/2024
$ —
$ —
$ 1,267,395
$ —
$ —
$ ( 1,414,278 )
$ 384,102
$ ( 237,219 )
$ —
— %
Total Debt Investments
—
1,267,395
—
—
( 1,414,278 )
384,102
( 237,219 )
—
— %
100
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SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Type/Industry/Portfolio Company/Investment
Shares/
Principal/Quantity
Interest,
Fees, or
Dividends
Credited
in
Income
Fair Value at December 31, 2023
Transfer In/ (Out)
Purchases,
Capitalized
Fees,
Interest
and
Amortization
Sales/Redemptions
Realized
Gains/(Losses)
Unrealized
Gains/(Losses)
Fair Value at December 31, 2024
Percentage
of
Net
Assets
Preferred Stock
Knowledge Networks
Maven Research, Inc.–Preferred shares, Series C
318,979
—
—
—
—
—
—
—
—
— %
Maven Research, Inc.–Preferred shares, Series B
49,505
—
—
—
—
—
—
—
—
— %
Total Knowledge Networks
—
—
—
—
—
—
—
—
— %
Interactive Learning
StormWind,
LLC (5) – Preferred shares, Series D 8%
329,337
—
653,975
—
—
—
—
( 152,349 )
501,626
0.32 %
StormWind,
LLC (5) – Preferred shares, Series C 8%
2,779,134
—
6,804,933
—
—
—
—
( 1,427,939 )
5,376,994
3.41 %
StormWind,
LLC (5) – Preferred shares, Series B 8%
3,279,629
—
4,751,064
—
—
—
—
( 1,517,142 )
3,233,922
2.05 %
StormWind,
LLC (5) – Preferred shares, Series A 8%
366,666
—
325,903
—
—
—
—
( 169,618 )
156,285
0.10 %
Total Interactive Learning
—
12,535,875
—
—
—
—
( 3,267,048 )
9,268,827
5.88 %
Total Preferred Stock
—
12,535,875
—
—
—
—
( 3,267,048 )
9,268,827
5.88 %
Options
Global Innovation Platform
OneValley,
Inc. (f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024 (6)
—
—
620,927
—
13,230
( 1,585,722 )
( 6,982,628 )
7,934,193
—
— %
Total Global Innovation Platform
—
620,927
—
13,230
( 1,585,722 )
( 6,982,628 )
7,934,193
—
— %
E-Commerce Marketplace
PSQ Holdings,
Inc. (d/b/a PublicSquare)** (3)(4) – Warrants
1,796,037
—
1,964,750
( 1,964,750 )
—
—
—
—
—
— %
Total Options
—
2,585,677
( 1,964,750 )
13,230
( 1,585,722 )
( 6,982,628 )
7,934,193
—
— %
Common Stock
Online Education
Curious.com, Inc.–Common shares
1,135,944
—
—
—
—
—
—
—
—
— %
E-Commerce Marketplace
PSQ Holdings,
Inc. (d/b/a PublicSquare)** (3)(4) – Common shares, Class A
—
—
8,542,386
( 8,542,386 )
—
—
—
—
—
— %
Total Common Stock
—
8,542,386
( 8,542,386 )
—
—
—
—
—
— %
TOTAL
NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
$ —
$ 24,931,333
$ ( 10,507,136 )
$ 13,230
$ ( 3,000,000 )
$ ( 6,598,526 )
$ 4,429,926
$ 9,268,827
5.88 %
101
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
* All
portfolio investments are non-income-producing, unless otherwise identified. Equity investments
may be subject to lock-up restrictions upon their IPO. Preferred dividends are generally
only payable when declared and paid by the portfolio company’s board of directors.
The Company’s directors, officers, employees and staff, as applicable, may serve on
the board of directors of the Company’s portfolio investments. (Refer to “Note
3—Related-Party Arrangements”). All portfolio investments are considered Level
3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note
4—Investments at Fair Value”). All of the Company’s portfolio investments
are restricted as to resale, unless otherwise noted, and were valued at fair value as determined
in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant
Accounting Policies— Investments at Fair Value ”).
**
Indicates assets that SuRo
Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act. Of the Company’s
total investments as of December 31, 2024, 39.56 % of its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
*** Investment
is income-producing.
(1) “Affiliate
Investments” are investments in those companies that are “Affiliated Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be
an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. beneficially owns,
directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with
the right to elect directors) of such company.
(2) “Control
Investments” are investments in those companies that are “Controlled Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company
would “Control” a portfolio company if the Company beneficially owns, directly
or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
the right to elect directors) and/or had the power to exercise control over the management
or policies of such portfolio company.
(3) Denotes
an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to
“Note 4—Investments at Fair Value”.
(4) SuRo
Capital Corp.’s ownership percentage in PSQ Holdings, Inc. (d/b/a PublicSquare) decreased
to below 5% and as such, PSQ Holdings, Inc. (d/b/a PublicSquare) was no longer classified
as an “affiliate investment” as of September 30, 2024. As such, the Company has
reflected a “transfer out” of the “Non-Controlled/Affiliate Investment”
category above as of September 30, 2024 to indicate that the investment in PSQ Holdings,
Inc. (d/b/a PublicSquare), while still held as of December 31, 2024, does not meet the criteria
of an affiliate investment as defined in the 1940 Act.
(5) SuRo
Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
wholly owned subsidiary, GSVC SW Holdings, Inc.
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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Schedule
of Investments In, and Advances to, Affiliates
Transactions
during the year ended December 31, 2023 involving the Company’s controlled investments and non-controlled/affiliate investments
were as follows:
Type/Industry/Portfolio Company/Investment
Principal/
Quantity
Interest,
Fees, or
Dividends
Credited
in
Income
Fair Value at December 31, 2022
Transfer In/ (Out)
Purchases,
Capitalized
Fees,
Interest
and
Amortization
Sales
Realized
Gains/(Losses)
Unrealized
Gains/(Losses)
Fair Value at December 31, 2023
Percentage
of
Net
Assets
CONTROLLED
INVESTMENTS * (2)
Options
Special Purpose Acquisition Company
Colombier Sponsor II LLC**–Class W Units
1,600,000
$ —
$ —
$ —
$ 760,651
$ —
$ —
$ ( 262,347 )
$ 498,305
0.25 %
Colombier
Sponsor LLC** (6) –Class W Units
—
—
1,157,487
( 1,159,150 )
—
—
—
1,663
—
— %
Total Options
—
1,157,487
( 1,159,150 )
760,651
—
—
( 260,684 )
498,304
0.25 %
Preferred Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class
A
14,300,000
500,000
984,028
—
—
—
—
( 601,647 )
382,381
0.19 %
Total Preferred Stock
500,000
984,028
—
—
—
—
( 601,647 )
382,381
0.19 %
Common Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares
100,000
—
—
—
—
—
—
—
—
— %
Mobile Finance Technology
Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV***
$ 10,000,000
1,331,258
10,000,000
—
—
—
—
—
10,000,000
4.92 %
Special Purpose Acquisition Company
Colombier Sponsor II LLC**–Class B Units
1,040,000
—
—
—
842,289
—
—
259,406
1,101,695
0.54 %
Colombier
Sponsor LLC** (6) –Class B Units
—
—
1,554,355
( 1,556,587 )
—
—
—
2,232
—
— %
Total Common Stock
1,331,258
11,554,355
( 1,556,587 )
842,289
—
—
261,638
11,101,695
5.46 %
TOTAL
CONTROLLED INVESTMENTS* (2)
$ 1,831,258
$ 13,695,870
$ ( 2,715,737 )
$ 1,602,940
$ —
$ —
$ ( 600,693 )
$ 11,982,380
5.89 %
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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Type/Industry/Portfolio Company/Investment
Principal/
Quantity
Interest,
Fees, or
Dividends
Credited
in
Income
Fair Value at December 31, 2022
Transfer In/ (Out)
Purchases,
Capitalized
Fees,
Interest
and
Amortization
Sales
Realized
Gains/(Losses)
Unrealized
Gains/(Losses)
Fair Value at December 31, 2023
Percentage
of
Net
Assets
NON-CONTROLLED/AFFILIATE
INVESTMENTS * (1)
Debt Investments
Global Innovation Platform
OneValley,
Inc. (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8%, Due 8/23/2024 (3)
$ 1,010,198
$ —
$ 1,988,200
$ —
$ —
$ —
$ —
$ ( 720,805 )
$ 1,267,395
0.62 %
Total Debt Investments
—
1,988,200
—
—
—
—
( 720,805 )
1,267,395
0.62 %
Preferred Stock
Knowledge Networks
Maven Research, Inc.–Preferred shares, Series C
318,979
—
—
—
—
—
—
—
—
— %
Maven Research, Inc.–Preferred shares, Series B
49,505
—
—
—
—
—
—
—
—
— %
Total Knowledge Networks
—
—
—
—
—
—
—
—
— %
Digital Media Platform
Ozy Media,
Inc. (7) – Preferred shares, Series C-2 6%
—
—
—
—
—
—
( 2,414,178 )
2,414,178
—
— %
Ozy Media,
Inc. (7) – Preferred shares, Series B 6%
—
—
—
—
—
—
( 4,999,999 )
4,999,999
—
— %
Ozy Media,
Inc. (7) – Preferred shares, Series A 6%
—
—
—
—
—
—
( 3,000,200 )
3,000,200
—
— %
Ozy
Media, Inc. (7) – Preferred shares, Series Seed 6%
—
—
—
—
—
—
( 500,000 )
500,000
—
— %
Total Digital Media Platform
—
—
—
—
—
( 10,914,377 )
10,914,377
—
— %
Interactive Learning
StormWind,
LLC (4) – Preferred shares, Series D 8%
329,337
—
533,429
—
—
—
—
120,546
653,975
0.32 %
StormWind,
LLC (4) – Preferred shares, Series C 8%
2,779,134
—
5,675,081
—
—
—
—
1,129,852
6,804,933
3.35 %
StormWind,
LLC (4) – Preferred shares, Series B 8%
3,279,629
—
3,550,631
—
—
—
—
1,200,433
4,751,064
2.34 %
StormWind,
LLC (4) – Preferred shares, Series A 8%
366,666
—
191,694
—
—
—
—
134,209
325,903
0.16 %
Total Interactive Learning
—
9,950,835
—
—
—
—
2,585,040
12,535,875
6.16 %
Total Preferred Stock
—
9,950,835
—
—
—
( 10,914,377 )
13,499,417
12,535,875
6.16 %
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Type/Industry/Portfolio Company/Investment
Principal/
Quantity
Interest,
Fees, or
Dividends
Credited
in
Income
Fair Value at December 31, 2022
Transfer In/ (Out)
Purchases,
Capitalized
Fees,
Interest
and
Amortization
Sales
Realized
Gains/(Losses)
Unrealized
Gains/(Losses)
Fair Value at December 31, 2023
Percentage
of
Net
Assets
Options
Digital Media Platform
Ozy Media,
Inc. (7) – Common Warrants, Strike Price $ 0.01 , Expiration Date 4/9/2028
—
—
—
—
—
—
( 30,647 )
30,647
—
— %
Global Innovation Platform
OneValley, Inc. (f/k/a NestGSV, Inc.)–Preferred Warrant
Series B, Strike Price $ 2.31 , Expiration Date 12/31/2023
—
—
—
—
—
—
( 5,080 )
5,080
—
— %
OneValley,
Inc. (f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024 (5)
1
—
652,127
—
—
—
—
( 31,200 )
620,927
0.31 %
Total Global Innovation Platform
—
652,127
—
—
( 5,080 )
( 26,120 )
620,927
0.31 %
E-Commerce Marketplace
PSQ Holdings,
Inc. (d/b/a PublicSquare)** (6) – Warrants
2,396,037
—
—
1,159,150
—
( 318,368 )
187,872
936,096
1,964,750
0.97 %
Total Options
—
652,127
1,159,150
—
( 318,368 )
152,145
940,623
2,585,677
1.27 %
Common Stock
Online Education
Curious.com, Inc.–Common shares
1,135,944
—
—
—
—
—
—
—
—
— %
E-Commerce Marketplace
PSQ Holdings,
Inc. (d/b/a PublicSquare)** (6) – Class A Common shares
1,976,032
—
—
1,556,587
—
—
—
6,985,799
8,542,386
4.20 %
Total Common Stock
—
—
1,556,587
—
—
—
6,985,799
8,542,386
4.20 %
TOTAL
NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
$ —
$ 12,591,162
$ 2,715,737
$ —
$ ( 318,368 )
$ ( 10,762,233 )
$ 20,705,035
$ 24,931,333
12.26 %
* All
portfolio investments are non-income-producing, unless otherwise identified. Equity investments
are subject to lock-up restrictions upon their IPO. Preferred dividends are generally only
payable when declared and paid by the portfolio company’s board of directors. The Company’s
directors, officers, employees and staff, as applicable, may serve on the board of directors
of the Company’s portfolio investments. (Refer to “Note 3—Related-Party
Arrangements”). All portfolio investments are considered Level 3 and valued using significant
unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at
Fair Value”). All portfolio investments are considered Level 3 and valued using unobservable
inputs, unless otherwise noted. All of the Company’s portfolio investments are restricted
as to resale, unless otherwise noted, and were valued at fair value as determined in good
faith by the Company’s Board of Directors. (Refer to “Note 2—Significant
Accounting Policies—Investments at Fair Value”).
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
**
Indicates assets that SuRo
Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act. Of the Company’s
total investments as of December 31, 2023, 14.03% of its total investments are non-qualifying assets.
*** Investment
is income-producing.
(1) “Affiliate
Investments” are investments in those companies that are “Affiliated Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be
an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. beneficially owns,
directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with
the right to elect directors) of such company.
(2) “Control
Investments” are investments in those companies that are “Controlled Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company
would “Control” a portfolio company if the Company beneficially owns, directly
or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
the right to elect directors) and/or had the power to exercise control over the management
or policies of such portfolio company.
(3) As
of December 31, 2023, the investments noted had been placed on non-accrual status.
(4) SuRo
Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
wholly owned subsidiary, GSVC SW Holdings, Inc.
(5) On
August 23, 2019, SuRo Capital Corp. amended the structure of its investment in OneValley,
Inc. (f/k/a NestGSV, Inc.). As part of the agreement, SuRo Capital Corp.’s equity holdings
(warrants notwithstanding) were restructured into a derivative security. OneValley, Inc.
(f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period,
ending August 23, 2024, while SuRo Capital Corp. can put the shares to OneValley, Inc. (f/k/a
NestGSV, Inc.) at the end of the five year period.
(6) On
July 19, 2023, Colombier Acquisition Corp. (“Colombier”) stockholders approved
a business combination with PSQ Holdings, Inc. (d/b/a PublicSquare) and related proposals
at a special meeting. Also on July 19, 2023, PSQ Holdings, Inc. announced that it had consummated
the business combination with Colombier pursuant to a merger agreement between the parties,
creating the resultant combined company PSQ Holdings, Inc. (d/b/a PublicSquare). SuRo Capital
Corp.’s shares of PSQ Holdings, Inc. (d/b/a PublicSquare) Class A Common shares are
subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc.
warrants are freely tradable.
(7) On
March 1, 2023, Ozy Media, Inc. suspended operations. On May 4, 2023, SuRo Capital Corp. abandoned
its investment in Ozy Media, Inc.
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NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
NOTE
5— COMMON STOCK
Share
Repurchase Program
On
August 8, 2017, the Company announced a $ 5.0
million discretionary open-market share repurchase program of shares of the Company’s common stock, $ 0.01
par value per share, of up to $ 5.0
million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $ 5.0
million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”). Following several
intervening approvals from the Company’s Board of Directors to increase the amount of shares of the Company’s common
stock that may be repurchased under the discretionary Share Repurchase Program and/or to extend the Share Repurchase Program to
later expiration dates, on October 29, 2024, the Company’s Board of Directors authorized an extension, and increase in the
amount of common shares that may be purchased under, of the Company’s discretionary Share Repurchase
Program until the earlier of (i) October 31, 2025 or (ii) the repurchase of $ 64.3
million in aggregate amount of the Company’s common stock.
The
timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment
opportunities. The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate
the Company to acquire any specific number of shares of its common stock. Under the Share Repurchase Program, the Company may repurchase
its outstanding common stock in the open market, provided that it complies with the prohibitions under its insider trading policies and
procedures and the applicable provisions of the 1940 Act and the Exchange Act.
During
the year ended December 31, 2024, the Company did no t repurchase any shares of the Company’s common stock under the Share Repurchase
Program. During the year ended December 31, 2023, the Company repurchased 186,493 shares of the Company’s common stock under the
Share Repurchase Program. As of December 31, 2024, the dollar value of shares that remained available to be purchased by the Company
under the Share Repurchase Program was approximately $ 25.0 million.
Modified
Dutch Auction Tender Offer
On
February 20, 2024, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender
Offer”) to purchase up to 2,000,000 shares of its common stock from its stockholders, which expired on April 1, 2024. In accordance
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
share and not greater than $ 5.00 per share.
Pursuant
to the Modified Dutch Auction Tender Offer, the Company repurchased 2,000,000 shares, representing 7.9 % of its then-outstanding shares,
on or about April 5, 2024 at a price of $ 4.70 per share. The Company used available cash to fund the purchase of its shares of common
stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.
Amended
and Restated 2019 Equity Incentive Plan
Refer
to “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock granted
under the Amended & Restated 2019 Equity Incentive Plan (as defined therein).
At-the-Market
Offering
On
July 29, 2020, the Company established an “at-the-market” offering (the “ATM Program”) pursuant to an
At-the-Market Sales Agreement dated July 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales
Agreement”) with BTIG LLC, Citizens JMP Securities, LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co. Inc. and
Barrington Research Associates, Inc. (collectively, the “Agents”). Under the Sales Agreement, the Company may, but has
no obligation to, issue and sell up to $ 150.0
million in aggregate amount of shares of its common stock (the “Shares”) from time to time through the Agents or to them
as principal for their own account (the “ATM Program”). The Company intends to use the net proceeds from the ATM Program
to make investments in portfolio companies in accordance with its investment objective and strategy and for general corporate
purposes.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Sales
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
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 maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices
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
time to time.
The
Agents will receive a commission from the Company equal to up to 2.0 % of the gross sales price of any Shares sold through the Agents
under the Sales Agreement and reimbursement of certain expenses. The Sales Agreement contains customary representations, warranties and
agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
During
the years ended December 31, 2024 and 2023, the Company did not issue or sell Shares under the ATM Program. As of December 31, 2024, up
to approximately $ 98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.
NOTE
6— NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED
The
following information sets forth the computation of basic and diluted net change in net assets resulting from operations per common share,
pursuant to ASC 260, for the years ended December 31, 2024, 2023, and 2022.
SCHEDULE OF BASIC AND
DILUTED COMMON SHARE
2024
2023
2022
Year Ended December 31,
2024
2023
2022
Earnings per common share–basic:
Net change in net assets resulting from operations
$ ( 38,124,247 )
$ 5,066,822
$ ( 132,177,053 )
Weighted-average common shares–basic
23,901,805
26,222,667
30,023,202
Earnings per common share–basic
$ ( 1.60 )
$ 0.19
$ ( 4.40 )
Earnings per common share–diluted:
Net change in net assets resulting from operations
$ ( 38,124,247 )
$ 5,066,822
$ ( 132,177,053 )
Adjustment for interest and amortization on 6.50 % Convertible Notes due 2029 (1)
—
—
—
Net change in net assets resulting from operations, as adjusted
$ ( 38,124,247 )
$ 5,066,822
$ ( 132,177,053 )
Adjustment for dilutive effect of 6.50 % Convertible Notes due 2029 (1)
—
—
—
Weighted-average common shares outstanding–diluted (1)
23,901,805
26,222,667
30,023,202
Earnings per common share–diluted
$ ( 1.60 )
$ 0.19
$ ( 4.40 )
(1) For
the year ended December 31, 2024, 3,870,969
potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net decrease in net
assets resulting from operations per common shares because the effect of these shares would have been anti-dilutive. For the years
ended December 31, 2023 and 2022, there were no
potentially dilutive securities outstanding.
NOTE
7— COMMITMENTS AND CONTINGENCIES
In
the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio
company at some future date or over a specified period of time.
From
time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating
to the enforcement of its rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be
predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial
condition or results of operations. The Company is not currently a party to any material legal proceedings.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Operating
Leases and Related Deposits
The
Company currently has one operating lease for office space for which the Company has recorded a right-of-use asset and lease liability
for the operating lease obligation. The lease originally commenced on June 3, 2019 and expired on August 31, 2024. On September 1, 2024,
the Company extended the previous operating lease for office space for an additional term of three years and three months, expiring March
31, 2028. The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the lease.
As
of December 31, 2024 and December 31, 2023, the Company booked a right-of-use asset and operating lease liability of $ 446,349
and $ 112,485 ,
respectively, on the Consolidated Statement of Assets and Liabilities . As of December 31, 2024 and December 31, 2023, the Company recorded
a security deposit of $ 16,574
and $ 16,574 ,
respectively, on the Consolidated Statement of Assets and Liabilities. For the years ended December 31, 2024 and 2023, the Company incurred
$ 171,063
and $ 204,109 ,
respectively, of operating lease expense. The amounts reflected on the Consolidated Statement of Assets and Liabilities have been discounted
using the rate implicit in the lease. As of December 31, 2024, the remaining lease term was 3.3
years and the discount rate was 3.00 %.
The
following table shows future minimum payments under the Company’s operating lease as of December 31, 2024:
SCHEDULE
OF FUTURE MINIMUM PAYMENTS OF OPERATION LEASE
For the Year Ended December 31,
Amount
2025
$ 113,130
2026
155,365
2027
160,026
2028
41,207
Total
$ 469,728
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
NOTE
8— FINANCIAL HIGHLIGHTS
SCHEDULE
OF FINANCIAL HIGHLIGHTS
2024
2023
2022
2021
2020
Year Ended December 31,
2024
2023
2022
2021
2020
Per Basic Share Data
Net asset value at beginning of the year
$ 7.99
$ 7.39
$ 11.72
$ 15.14
$ 11.38
Net investment loss (1)
( 0.58 )
( 0.51 )
( 0.49 )
( 0.38 )
( 0.81 )
Net
realized gain/(loss) on investments (1)
( 0.21 )
( 0.46 )
( 0.20 )
8.46
0.92
Realized loss on partial repurchase of 6.00% Notes due December 30, 2026 (1)
( 0.01 )
—
—
—
—
Net change in unrealized appreciation/(depreciation) of investments (1)
( 0.79 )
1.16
( 3.72 )
( 2.39 )
3.78
Dividends declared
—
—
( 0.11 )
( 8.00 )
( 0.87 )
Issuance of common stock from stock dividend
—
—
—
0.74
—
Issuance of common stock from public offering (1)
—
—
0.01
0.01
0.30
Issuance of common stock from conversion of 4.75% Convertible Notes due 2023 (1)
—
—
—
( 1.91 )
( 0.11 )
Repurchase of common stock (1)
0.17
0.32
0.11
—
0.43
Stock-based compensation (1)
0.11
0.09
0.07
0.05
0.12
Net asset value at end of year
$ 6.68
$ 7.99
$ 7.39
$ 11.72
$ 15.14
Per share market value at end of year
$ 5.88
$ 3.94
$ 3.80
$ 12.95
$ 13.09
Total return based on market value (2)
49.24 %
3.68 %
( 69.45 )%
60.05 %
99.85 %
Total return based on net asset value (2)
( 16.40 )%
8.12 %
( 36.01 )%
30.25 %
33.04 %
Shares outstanding at end of year
23,601,566
25,445,805
28,429,499
31,118,556
19,914,023
Ratios/Supplemental Data:
Net assets at end of year
$ 157,572,086
$ 203,357,646
$ 210,020,702
$ 364,846,624
$ 301,583,073
Average net assets
$ 174,438,302
$ 207,608,591
$ 310,086,061
$ 396,209,139
$ 205,430,809
Ratio of net operating expenses to average net assets (3)
10.68 %
9.70 %
5.87 %
2.88 %
7.95 %
Ratio of net investment loss to average net assets (3)
( 8.00 )%
( 6.51 )%
( 4.76 )%
( 2.51 )%
( 7.07 )%
Portfolio Turnover Ratio
13.73 %
9.34 %
4.31 %
28.34 %
14.87 %
(1) Based
on weighted-average number of shares outstanding for the relevant period.
(2) Total
return based on market value is based upon the change in market price per share between the
opening and ending market values per share in the period, adjusted for dividends and equity
issuances. Total return based on net asset value is based upon the change in net asset value
per share between the opening and ending net asset values per share in the period, adjusted
for dividends and equity issuances.
(3) For
the year ended December 31, 2021, the Company excluded $ 100,274
of non-recurring expenses.
For the year ended December 31, 2020, the Company excluded $ 1,962,431
of non-recurring expenses.
Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary
from these ratios.
NOTE
9— INCOME TAXES
The
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
subject to U.S. federal income tax on the portion of taxable income (including gains) timely distributed as dividends for U.S.
federal income tax purposes to stockholders. Taxable income includes the Company’s taxable interest, dividend and fee income,
reduced by certain deductions, as well as taxable net realized investment gains. Taxable income generally differs from net income
for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally
excludes net unrealized appreciation or depreciation, as such gains or losses are not included in taxable income until they are
realized.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
To
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
and determined without regard to any deduction for distributions paid, to its stockholders. The amount to be paid out as a distribution
is determined by the Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company.
To the extent that the Company’s earnings fall below the amount of dividend distributions declared, however, a portion of the total
amount of the Company’s distributions for the fiscal year may be deemed a return of capital for tax purposes to the Company’s
stockholders.
As
a RIC, the Company will be subject to a 4 % nondeductible U.S. federal excise tax on certain undistributed income unless the Company makes
distributions treated as dividends for U.S. federal income tax purposes in a timely manner to its stockholders in respect of each calendar
year of an amount at least equal to the sum of (1) 98% of its ordinary income (taking into account certain deferrals and elections) for
each calendar year, (2) 98.2% of its capital gain net income (adjusted for certain ordinary losses) for the 1-year period ending October
31 of each such calendar year and (3) any ordinary income and net capital gains for preceding years, but not distributed during such
years and on which the Company paid no U.S. federal income tax. The Company will not be subject to this excise tax on any amount on which
the Company incurred U.S. federal corporate income tax (such as the tax imposed on a RIC’s retained net capital gains) .
Depending
on the level of taxable income earned in a taxable year, the Company may choose to carry over taxable income in excess of current taxable
year distributions from such taxable income into the next taxable year and incur a 4 % excise tax on such taxable income, as required.
The maximum amount of excess taxable income that may be carried over for distribution in the next taxable year under the Code is the
total amount of distributions paid in the following taxable year, subject to certain declaration and payment guidelines. To the extent
the Company chooses to carry over taxable income into the next taxable year, distributions declared and paid by the Company in a taxable
year may differ from the Company’s taxable income for that taxable year as such distributions may include the distribution of current
taxable year taxable income, the distribution of prior taxable year taxable income carried over into and distributed in the current taxable
year, or returns of capital.
The
Company has subsidiaries that are classified as corporations for U.S. federal income tax purposes which hold certain portfolio
investments in an effort to limit potential legal liability and/or comply with source-income type requirements contained in the RIC
tax provisions of the Code. These subsidiaries are consolidated for GAAP and the portfolio investments held by the subsidiaries are
included in the Company’s consolidated financial statements and are recorded at fair value. These subsidiaries are not
consolidated with the Company for U.S. federal income tax purposes and may generate income tax expense, or benefit, and tax assets
and liabilities as a result of their ownership of certain portfolio investments. Any income generated by these subsidiaries
generally would be subject to U.S. federal income tax imposed at corporate rates.
The
Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that it
may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose to
carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax.
As
of December 31, 2024 and December 31, 2023, the Company recorded a deferred tax liability of $ 0 . The Company is required to include net
deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.
Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition
of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are not included
in taxable income until they are realized.
For
U.S. federal and state income tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences
may be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law. The amount
of such limitations, if any, has not been determined. Accordingly, the amount of such tax attributes available to offset future profits
may be significantly less than the actual amounts of the tax attributes.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
For
accounting purposes, the Company and the Taxable Subsidiaries identified their major tax jurisdictions as U.S. federal, New York,
and California and may be subject to the taxing authorities’ examination for the tax years 2021–2023 for federal and New
York and 2020–2023 in California, respectively. Further, the Company and the Taxable
Subsidiaries accrue all interest and penalties related to uncertain tax positions as incurred. As of December 31, 2024, there were
no material interest or penalties incurred related to uncertain tax positions.
Permanent
differences between ICTI and net investment income for financial reporting purposes are reclassified among capital accounts in the consolidated
financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains
as ordinary income for tax purposes. During the years ended December 31, 2024 and 2023, the Company reclassified for book purposes amounts
arising from permanent book/tax differences related as follows:
SCHEDULE OF
RECLASSIFICATION OF BOOK/TAX DIFFERENCES
2024
2023
Year Ended December 31,
2024
2023
Capital in excess of par value
$ ( 14,096,863 )
$ ( 70,745,103 )
Accumulated undistributed net investment loss
13,953,206
73,968,102
Accumulated net realized gains from investments
143,657
( 2,953,733 )
In
general, the Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which may
include nondeductible federal excise taxes and net operating losses, among other items.
For
income tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital, long term capital gains
or a combination thereof. The tax character of distributions declared in the years ended December 31, 2024, 2023, and 2022 was as
follows:
SCHEDULE OF TAX
CHARACTER OF DISTRIBUTIONS
2024
2023
2022
Year Ended December 31,
2024
2023
2022
Ordinary income
$ —
$ —
$ —
Long-term capital gain
—
—
3,441,824
Return of capital
—
—
—
Distributions on a tax basis
—
—
—
For
federal income tax purposes, the tax cost of investments owned at December 31, 2024 and 2023, was $ 252,563,617 and $ 268,353,952 ,
respectively. The gross unrealized appreciation and gross unrealized depreciation on investments owned at December 31, 2024 was $ 31,354,369
and $ 74,537,243 ,
respectively, and on investments owned at December 31, 2023 was $ 73,341,574
and $ 93,803,419 ,
respectively. The net unrealized appreciation/(depreciation) on investments owned at December 31, 2024 and 2023, was $( 43,182,874 ) and
$( 20,461,845 ), respectively.
At
December 31, 2024 and 2023, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected
in the Company’s Consolidated Statements of Assets and Liabilities by temporary and other book/tax differences, primarily
relating to the tax treatment of certain investments in partnerships and wholly owned subsidiary corporations, and organizational
expenses, as follows:
SCHEDULE OF COMPONENTS
OF DISTRIBUTED EARNINGS ON A TAX BASIS
2024
2023
Year Ended December 31,
2024
2023
Undistributed ordinary loss
$ —
$ —
Accumulated net realized losses on investments
( 21,758,298 )
( 20,584,963 )
Unrealized appreciation/(depreciation) on investments
( 43,182,874 )
( 20,461,845 )
Components of distributable earnings at year-end
$ ( 64,941,172 )
$ ( 41,046,808 )
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
NOTE
10— DEBT CAPITAL ACTIVITIES
6.00%
Notes due 2026
On
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. Bank Trust Company, National Association
(as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a second supplemental
indenture, dated as of December 17, 2021 (together with the Base Indenture, the “Indenture”), between the Company and the
Trustee. On December 21, 2021, the Company issued an additional $ 5.0 million aggregate principal amount of 6.00% Notes due 2026 pursuant
to an overallotment option. The 6.00% Notes due 2026 bear interest at a fixed rate of 6.00 % per year, payable quarterly in arrears on
March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022. The 6.00% Notes due 2026 have a maturity
date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms. The Company has the 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 price
of 100% of the outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest.
The
6.00% Notes due 2026 are direct unsecured obligations of the Company and rank pari passu , or equal in right of payment, with all
outstanding and future unsecured, unsubordinated indebtedness of the Company; senior to any of the Company’s future indebtedness
that expressly provides it is subordinated to the 6.00% Notes due 2026; effectively subordinated to any of the Company’s future
secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company subsequently grants a security
interest), to the extent of the value of the assets securing such indebtedness (provided, however, that the Company has agreed under
the Indenture to not incur any secured or unsecured indebtedness that would be senior to the 6.00% Notes due 2026 while the 6.00% Notes
due 2026 are outstanding, subject to certain exceptions); and structurally subordinated to all existing and future indebtedness and other
obligations of any of the Company’s subsidiaries.
The
Company records certain fees and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt issuance costs. Such
costs are reflected in the carrying value of the 6.00% Notes due 2026. As of December 31, 2024 and December 31, 2023, the Company had
deferred debt issuance costs of $ 468,562
and $ 1,254,793 ,
respectively, associated with the 6.00% Notes due 2026. The table below shows a reconciliation from the aggregate principal amount of
6.00% Notes due 2026 to the balance shown on the Consolidated Statements of Assets and Liabilities.
SCHEDULE OF CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2024
December 31, 2023
Aggregate principal amount of 6.00% Notes due 2026
$ 44,667,400
$ 75,000,000
Direct deduction of deferred debt issuance costs
( 468,562 )
( 1,254,793 )
Total
$ 44,198,838
$ 73,745,207
The
6.00% Notes due 2026 are listed for trading on the Nasdaq Global Select Market under the symbol “SSSSL”. The reported closing
market price of SSSSL on December 31, 2024 and December 31, 2023 was $ 24.50 and $ 23.80 per note, respectively. As of December 31, 2024
and December 31, 2023, the fair value of the 6.00% Notes due 2026 was $ 43.8 million and $ 71.4 million, respectively.
On
August 6, 2024, the Company’s Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”),
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
open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange
Act. During the year ended December 31, 2024, the Company repurchased and retired $ 30.3 million of aggregate principal amount
of the 6.00% Notes due 2026.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
6.50%
Convertible Notes due 2029
On
August 14, 2024, the Company privately issued $ 25.0 million aggregate principal amount of its 6.50% Convertible Notes due 2029 (the
“Initial Notes”) pursuant to a Note Purchase Agreement (the “Note Purchase Agreement”) between the Company
and the purchaser identified therein (the “Purchaser”). On October 9, 2024, the Company issued an additional $ 5.0 million
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. As of December 31, 2024,
$ 30.0 million of 6.50% Convertible Notes due 2029 had been issued.
The
6.50% Convertible Notes due 2029 bear interest at a rate of 6.50 %
per year, payable
quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on September 30, 2024. The 6.50%
Convertible Notes due 2029 have a maturity date of August
14, 2029 , unless previously repurchased, redeemed
or converted in accordance with the terms of the Notes Purchase Agreement. The Company has the right to redeem the 6.50%
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.
The
6.50% Convertible Notes due 2029 will be convertible into shares of the Company’s common stock at the Purchaser’s sole
discretion at an initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible
Notes due 2029, which represent a conversion price of approximately $ 7.75
per share, subject to adjustment as provided in the Notes Purchase Agreement. Upon evaluation, the Company has identified an embedded derivative within the Notes Purchase Agreement. As a result,
the Company may incur a potential liability. As of December 31, 2024, the potential liability was $ 0 . Management will continue to assess
the fair value of the embedded derivative at each reporting period.
The
6.50% Convertible Notes due 2029 are direct unsecured obligations of the Company and rank pari passu, or equal in right of payment,
with any outstanding existing or future unsecured, unsubordinated indebtedness of the Company. The 6.50% Convertible Notes due 2029 are
junior in right of payment to any existing or future secured credit facility; provided, however, that if the Company enters into a future
credit facility senior in right of payment to the 6.50% Convertible Notes due 2029 (including any secured indebtedness), the interest
on the outstanding principal amount of the 6.50% Convertible Notes due 2029 shall increase as of the date of such entry to 7.00 % per
annum.
The table below shows a reconciliation from the aggregate principal amount of 6.50% Convertible Notes due 2029 to
the balance shown on the Consolidated Statements of Assets and Liabilities.
SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2024
Aggregate principal amount of 6.50% Convertible Notes due 2029
$ 30,000,000
Direct deduction of deferred debt issuance costs
( 948,592 )
Total
$ 29,051,408
NOTE
11— STOCK-BASED COMPENSATION
Amended
and Restated 2019 Equity Incentive Plan
On
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 Equity Incentive Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which the
Company is authorized to grant equity awards for up to 1,627,967 shares of its common stock. In accordance with the exemptive relief
granted to the Company by the SEC on June 16, 2020 with respect to the Amended & Restated 2019 Equity Incentive Plan, the Company
is generally authorized to (i) issue restricted shares as part of the compensation package for certain of its employees, officers and
all directors, including non-employee directors (collectively, the “Participants”), (ii) issue options to acquire shares
of its common stock (“Options”) to certain employees, officers and employee directors as a part of such compensation packages,
(iii) withhold shares of the Company’s common stock or purchase shares of common stock from the Participants to satisfy tax withholding
obligations relating to the vesting of restricted shares or the exercise of Options granted to the certain Participants pursuant to the
Amended & Restated 2019 Equity Incentive Plan, and (iv) permit the Participants to pay the exercise price of Options granted to them
with shares of the Company’s common stock.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Under
the Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $ 50,000 worth of restricted
shares of common stock (based on the closing stock price of the common stock on the grant date). Each grant of $ 50,000 in restricted
shares will vest, in full, if the non-employee director is in continuous service as a director of the Company through the anniversary
of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant).
During the year ended December 31, 2024, the Company granted 48,192 restricted shares to the Company’s non-employee directors
pursuant to the Amended & Restated 2019 Equity Incentive Plan. Additionally, on May 31, 2024, 60,060 restricted shares related to
the 2023 non-employee director grants vested. Compensation expense associated with the restricted shares is recognized on a quarterly
basis over the respective vesting periods.
Other
than such restricted shares granted to non-employee directors, the Compensation Committee of the Company’s Board of Directors may
determine the time or times at which Options and restricted shares granted to other Participants will vest or become payable or exercisable,
as applicable. The exercise price of each Option will not be less than 100% of the fair market value of the Company’s common stock
on the date the option is granted. However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s
outstanding common stock (a “10% Stockholder”), will not be eligible for the grant of an incentive stock option unless the
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
of grant. Generally, no Option will be exercisable after the expiration of ten years from the date of grant. In the case of an Option
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.
During
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.
For
the year ended December 31, 2024 and 2023, the Company recognized stock-based compensation expense of $ 2,550,638 and $ 2,920,526 , respectively,
not including executive and employee forfeits. As of December 31, 2024 and December 31, 2023, there were approximately $ 4,333,337 and
$ 4,849,887 , respectively, of total unrecognized compensation costs related to the restricted share grants. Compensation expense associated
with the restricted shares is recognized on a quarterly basis over the respective vesting periods.
The
following table summarizes the activities for the Company’s restricted share grants for the year ended December 31, 2024 under
the Amended & Restated 2019 Equity Incentive Plan:
SCHEDULE
OF EQUITY INCENTIVE PLAN
Number of Restricted Shares
Outstanding as of December 31, 2023 (1)
624,963
Granted
368,192
Vested (2)
( 437,545 )
Forfeited
( 23,474 )
Outstanding as of December 31, 2024
532,136
Vested as of December 31, 2024
951,117
(1) Not
including unvested dividends.
(2) The
balance of vested shares reflects the total shares vested during the period and has not been
reduced for those vested shares forfeited at time of vest related to net share settlement.
The
Amended & Restated 2019 Equity Incentive Plan provides for the concept of “net share settlement.” Specifically, it provides
that the Company is authorized to withhold the Common Stock at the time the restricted shares are vested and taxed in satisfaction of
the Participant’s tax obligations.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
NOTE
12— SUBSEQUENT EVENTS
Portfolio
Activity
From
January 1, 2025 through March 11, 2025, the Company made the following follow-on investments (not including capitalized transaction
costs).
SCHEDULE OF INVESTMENTS
Portfolio Company
Investment
Transaction Date
Amount
Orchard Technologies, Inc.
Preferred shares, Series 1
1/31/2025
$ 222,210
Orchard Technologies, Inc.
Simple Agreement for Future Equity
1/31/2025
80,800
Whoop, Inc.
Simple Agreement for Future Equity
2/6/2025
1,000,000
Total
$ 1,303,010
The
Company is frequently in negotiations with various private companies with respect to investments in such companies. Investments in private
companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such
closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its
stockholders and termination rights by the seller or the Company. Equity investments made through the secondary market may involve making
deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such
equity investments will be effectuated.
6.00%
Notes due 2026 - Note Repurchase Program
Between
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
Program resulting in the total use of the authorized available funds.
6.50%
Convertible Notes Due 2029
On
January 16, 2025, the Company issued and sold $ 5.0 million
in aggregate principal amount of Additional Notes to the Purchaser pursuant to the Notes Purchase Agreement. The Additional Notes
are treated as a single series with the initial issuance of $ 25.0 million in aggregate principal amount of the outstanding 6.50 %
Convertible Notes due 2029 and the additional $ 5.0 million issuance of the 6.50% Convertible Notes due 2029 on October 9, 2024
(together, the “Existing Notes”) and have the same terms as the Existing Notes. The Additional Notes are fungible and rank
equally with the Existing Notes. Upon issuance of the Additional Notes on January 16, 2025, the outstanding aggregate principal amount of the 6.50 %
Convertible Notes due 2029 became $ 35.0 million.
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CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
NOTE
13— SELECTED QUARTERLY FINANCIAL DATA
SCHEDULE
OF QUARTERLY FINANCIAL DATA
Quarter Ended
December 31, 2024
September 30, 2024
June 30,
2024
March 31,
2024
Total Investment Income
$ 1,229,266
$ 888,717
$ 1,027,353
$ 1,528,091
Total Operating Expenses
5,094,153
4,096,590
4,682,978
4,750,993
Net Investment Loss
( 3,864,887 )
( 3,207,873 )
( 3,655,625 )
( 3,222,902 )
Net Realized Gain/(Loss) on Investments
9,146,884
( 13,713,512 )
( 29,612 )
( 424,074 )
Loss on Extinguishment of Debt
( 38,424 )
( 145,244 )
—
—
Net Change in Unrealized Appreciation/(Depreciation) of Investments
( 5,199,046 )
11,614,384
( 6,965,946 )
( 18,418,370 )
Net Increase/(Decrease) in Net Assets Resulting from Operations
$ 44,527
$ ( 5,452,245 )
$ ( 10,651,183 )
$ ( 22,065,346 )
Net Increase/(Decrease) in Net Assets from Operations per Common Share:
Basic
$ —
$ ( 0.23 )
$ ( 0.45 )
$ ( 0.87 )
Diluted
$ —
$ ( 0.23 )
$ ( 0.45 )
$ ( 0.87 )
Weighted Average Common Shares Outstanding–Basic
23,436,365
23,378,002
23,410,235
25,393,490
Weighted Average Common Shares Outstanding–Diluted
23,436,365
23,378,002
23,410,235
25,393,490
Quarter Ended
December 31, 2023
September 30, 2023
June 30,
2023
March 31,
2023
Total Investment Income
$ 2,459,734
$ 1,465,746
$ 1,372,218
$ 1,299,082
Total Operating Expenses
5,203,812
4,134,172
5,177,558
5,520,847
Net Investment Loss
( 2,744,078 )
( 2,668,426 )
( 3,805,340 )
( 4,221,765 )
Net Realized Gain/(Loss) on Investments
2,594,633
( 1,461,281 )
( 13,270,199 )
189,343
Net Change in Unrealized Appreciation/(Depreciation) of Investments
( 8,973,578 )
29,323,067
1,455,515
8,648,931
Net Increase/(Decrease) in Net Assets Resulting from Operations
$ ( 9,123,023 )
$ 25,193,360
$ ( 15,620,024 )
$ 4,616,509
Net Increase/(Decrease) in Net Assets from Operations per Common Share:
Basic
$ ( 0.36 )
$ 0.99
$ ( 0.60 )
$ 0.16
Diluted
$ ( 0.36 )
$ 0.99
$ ( 0.60 )
$ 0.16
Weighted Average Common Shares Outstanding–Basic
25,251,921
25,351,306
25,952,447
28,378,529
Weighted Average Common Shares Outstanding–Diluted
25,251,921
25,351,306
25,952,447
28,378,529
117
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SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2024
Quarter Ended
December 31, 2022
September 30, 2022
June 30,
2022
March 31,
2022
Total Investment Income
$ 1,462,951
$ 519,511
$ 890,631
$ 583,100
Total Operating Expenses
4,326,133
4,328,744
4,701,519
4,807,805
Net Investment Loss
( 2,863,182 )
( 3,809,233 )
( 3,810,888 )
( 4,224,705 )
Net Realized Gain/(Loss) on Investments
( 1,894,406 )
( 5,141,097 )
( 1,966,225 )
3,096,275
Net Change in Unrealized Appreciation/(Depreciation) of Investments
( 7,633,982 )
( 36,951,920 )
( 88,562,575 )
21,584,885
Net Increase/(Decrease) in Net Assets Resulting from Operations
$ ( 12,391,570 )
$ ( 45,902,250 )
$ ( 94,339,688 )
$ 20,456,455
Net Increase/(Decrease) in Net Assets from Operations per Common Share:
Basic
$ ( 0.44 )
$ ( 1.54 )
$ ( 3.08 )
$ 0.66
Diluted
$ ( 0.44 )
$ ( 1.54 )
$ ( 3.08 )
$ 0.66
Weighted Average Common Shares Outstanding–Basic
28,349,822
29,781,801
30,633,878
31,228,046
Weighted Average Common Shares Outstanding–Diluted
28,349,822
29,781,801
30,633,878
31,228,046
NOTE
14— SUPPLEMENTAL FINANCIAL DATA
Summarized
Financial Information of Unconsolidated Subsidiaries
In
accordance with the SEC’s Regulation S-X and GAAP, the Company is not permitted to consolidate any subsidiary or other entity that
is not an investment company, including those in which the Company has a controlling interest; however, the Company must disclose certain
financial information related to any subsidiaries or other entities that are considered to be “significant subsidiaries”
under the applicable rules of Regulation S-X.
In
May 2020, the SEC adopted rule amendments that impacted the requirement of investment companies, including BDCs, to disclose the financial
statements of certain of their portfolio companies or acquired funds (the “Final Rules”). The Final Rules adopted a new definition
of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act. Rules 3-09 and 4-08(g)
of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively,
in such investment company’s periodic reports for any portfolio company that meets the definition of “significant subsidiary.”
The Final Rules amended the definition of “significant subsidiary” in a manner that was intended to more accurately capture
those portfolio companies that were more likely to materially impact the financial condition of an investment company.
The Company’s controlled portfolio company as of December 31, 2024,
Colombier Sponsor II LLC, did not meet the definition of a “significant subsidiary” as set forth in Rule 1-02(w)(2) of Regulation
S-X. The Company’s three controlled portfolio companies as of December 31, 2023, SPBRX, INC. (f/k/a GSV Sustainability Partners,
Inc.), Architect Capital PayJoy SPV, LLC, and Colombier Sponsor II LLC, did not meet the definition of significant subsidiaries under
the Final Rules.
118
TABLE OF CONTENTS
Item
9. Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure
None.