What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-11 compared with 2025-03-12 · 326 added, 316 removed, 575 unchanged (53% of the section changed)

21 unchanged sentences

align the interests of our stockholders with our management.

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

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

We invest principally in the equity securities of

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

We acquire our investments through direct

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

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

the securities of a single private issuer.

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

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

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

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

To the extent we make

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

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

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

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

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

Sports (as defined below).

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

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

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

Venture capital funds or

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

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

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

We invest principally in the equity securities of what we believe

to be rapidly growing venture capital-backed emerging companies.

We acquire our investments through direct investments in prospective

portfolio companies, secondary marketplaces for private companies, negotiations with selling stockholders, or through investment funds

or special purpose vehicles (“SPVs”) established for the purpose of investing in the securities of a single private issuer.

In addition, we may invest in private credit and in the founders equity, founders warrants, and private investment in public equity (“PIPE”)

transactions of special purpose acquisition companies (“SPACs”).

We may also invest on an opportunistic basis in select publicly

traded equity securities or certain non-U.S.

companies that otherwise meet our investment criteria, subject to applicable requirements

of the 1940 Act.

Our investment philosophy is based on a disciplined approach of identifying

promising investments in high-growth, venture-backed companies across several key industry themes, which may include, among others, Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Software-as-a-Service,

Financial Technology & Services, and Logistics & Supply Chain.

Our investment decisions are based on a disciplined analysis of available

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

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

Venture capital

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

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

13 unchanged sentences

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

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

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

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

Our investment activities are

20 unchanged sentences

In either case, we would be required to make

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

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

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

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

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

Form 10-K for more information.

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

and risks related to leverage.

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

our leverage capacity as set forth above.

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

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

6 unchanged sentences

Capital Resources

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

of December 31, 2025, we had nine employees, each of whom was directly employed by us.

These employees include our executive officers,

19 unchanged sentences

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

However, we believe structural

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

In the public markets,

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

significantly longer than they have in the past.

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

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

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

Meanwhile, in the

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

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

We believe these trends

underscore one of our key value propositions to shareholders:

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

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

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

Additionally,

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

Finally, we believe our focus on growth-stage

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

Unlike early-stage venture capital funds, whose portfolio companies

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

shorter time horizons to expected liquidity.

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

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

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

In the public markets, both volatility and heightened investor demand for a longer history of financial performance have incentivized

companies to stay private significantly longer than they have in the past.

Furthermore, increased public company compliance obligations,

such as those imposed by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the Dodd-Frank Wall Street Reform

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

Meanwhile, in the private markets, the significant growth of the venture capital ecosystem has made private financing more readily

As a result, there are significantly fewer IPOs today than there were during the 1990s, with prospective public companies

taking longer to come to market.

believe these trends underscore one of our key value propositions to shareholders:

while value creation has increasingly taken place

in the private markets, access to this value creation has generally been limited to venture capital, private equity and similar

large institutional investors.

Our goal is to broaden access to this value creation through our portfolio of private companies.

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

we believe our focus on growth-stage and pre-IPO companies offers a compelling entry point for investors.

Unlike early-stage venture

capital funds, whose portfolio companies generally are earlier in their life-cycle with longer timelines to potential exits, we primarily

invest in late-stage companies with relatively shorter time horizons to expected liquidity.

As a result, we offer shareholders access

to private companies before their expected liquidity events, such as an IPO, but with relatively shorter time horizons to

liquidity compared to traditional venture capital funds.

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

3 unchanged sentences

We have adopted the following business strategies to achieve our investment

Identify high

quality growth companies.

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

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

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

We rely on our

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

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

sub-sectors that we believe are differentiated and best positioned for sustained growth.

Our team continues to expand our sourcing network

in order to evaluate a wide range of investment opportunities in companies that demonstrate strong operating fundamentals.

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

Acquire positions in targeted investments.

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

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

high quality growth companies.

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

we have identified several technology sub-sectors, including Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Software-as-a-Service,

Financial Technology & Services, and Logistics & Supply Chain, as opportunities where we believe companies

are capable of producing substantial growth.

We rely on our collective industry knowledge as well as an understanding of where leading

venture capitalists and other institutional investors are investing.

leverage a combination of our relationships throughout the start-up, technology, and finance ecosystems as well as our independent

research to identify leaders in our targeted sub-sectors that we believe are differentiated and best positioned for sustained growth.

Our team continues to expand our sourcing network in order to evaluate a wide range of investment opportunities in companies that demonstrate

strong operating fundamentals.

We target businesses that have been shown to provide scaled valuation growth before a potential IPO or

strategic exit.

positions in targeted investments.

We seek to selectively add to our portfolio by

sourcing investments at an acceptable price through our disciplined investing strategy.

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

are not available to many individual investors.

equity investments.

22 unchanged sentences

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

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

the securities of a single private issuer.

Create access to a varied investment portfolio.

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

a negative downturn at any one specific company.

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

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

private equity and similar large institutional investors.

may invest through investment funds or SPVs established for the purpose of investing in the securities of a single private issuer.

access to a varied investment portfolio.

We seek to hold a varied portfolio of non-controlling

equity investments, which we believe will minimize the impact on our portfolio of a negative

downturn at any one specific company.

We believe that our relatively varied portfolio will

provide a convenient means for accredited and non-accredited individual investors to obtain

access to an asset class that has generally been limited to venture capital, private equity

and similar large institutional investors.

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

3 unchanged sentences

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

Capable team of investment professionals.

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

team of investment professionals.

Our executive officers, investment professionals,

and Board of Directors have significant experience researching and investing in the types

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

Through our proprietary company evaluation process,

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

identifying and valuing emerging private companies.

Disciplined and repeatable investment process.

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

multiple sources.

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

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

Deep relationships with significant credibility to source

and complete transactions.

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

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

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

our proprietary company evaluation process, including our identification of technology trends

and themes and company research, we believe we have developed important insight into identifying

and valuing emerging private companies.

● Disciplined

and repeatable investment process.

We have established a disciplined and repeatable

process to locate and acquire available shares at attractive valuations by utilizing multiple

In contrast to industry “aggregators” that accumulate stock at market

prices, we conduct valuation analyses and make acquisitions only when we can invest at valuations

that we believe are attractive to our investors.

relationships with significant credibility to source and complete transactions.

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

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

in the technology and innovation ecosystem.

Our wide network of venture capital and technology

professionals supports our sourcing efforts and helps provide access to promising investment

opportunities.

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

and technology-related sectors.

Source of permanent investing capital.

As a publicly

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

This permanent

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

on a defined schedule.

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

strong, stable owners of their equity.

Early mover advantage.

We believe we are one

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

The transactions that we

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

that we target for investment.

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

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

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

We believe that these factors collectively

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

in compelling private companies at attractive valuations.

Our executive officers and investment professionals have also developed strong

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

of permanent investing capital.

As a publicly traded corporation, we have access

to a source of permanent equity capital that we can use to invest in portfolio companies.

This permanent equity capital is a significant differentiator from other potential investors

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

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

for strong, stable owners of their equity.

mover advantage.

We believe we are one of the few publicly traded BDCs with a specific

focus on investing in high-growth venture-backed companies.

The transactions that we have

executed to date since our IPO have helped to establish our reputation with the types of

secondary sellers and emerging companies that we target for investment.

We have leveraged

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

continue to grow our portfolio with attractive investments, we believe that our reputation

as a committed partner will be further enhanced, allowing us to source and close investments

that would otherwise be unavailable.

We believe that these factors collectively differentiate

us from other potential investors in private company securities and will serve our goal to

complete equity transactions in compelling private companies at attractive valuations.

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

8 unchanged sentences

we face, see “Risk Factors—Risks Related to Our Business and Structure” in Part I, Item 1A of this Form 10-K.

Technology-Related Focus

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

numbers of high-growth companies emerge:

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

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

However, the opportunity set of high-growth

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

These broad markets have

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

Concentrated Technology-Related Focus

Our executive officers and investment professionals have identified six

key investment themes from which we have seen significant numbers of high-growth companies emerge:

Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Software-as-a-Service,

Education Technology, Financial Technology & Services, and Logistics & Supply Chain.

the opportunity set of high-growth venture-backed technology companies extends beyond these key investment themes into much broader markets.

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

opportunities.

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

globalization, consolidation, branding, convergence and network effects.

Thus, while we remain focused on selecting market leaders

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

investments across a diverse selection of new technology subsectors.

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

consolidation, branding, convergence and network effects.

Thus, while we remain focused on selecting market leaders within the key investment

themes identified, our executive officers and investment professionals actively seek out promising investments across a diverse selection

of new technology subsectors.

Targeting and Screening

5 unchanged sentences

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

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

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

characterize our proprietary investment process.

We typically seek to invest our assets under management in the equity of well-established

and growth stage companies, and debt investments of emerging companies that fit within our targeted areas.

Based on our initial screening,

we identify a select set of companies that we evaluate in greater depth.

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

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

our proprietary investment process.

We typically seek to invest our assets under management in the equity of well-established and growth

stage companies, and debt investments of emerging companies that fit within our targeted areas.

Based on our initial screening, we identify

a select set of companies that we evaluate in greater depth.

and Due Diligence Process

43 unchanged sentences

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

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

and a RIC for tax purposes.

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

for tax purposes.

a BDC, we are required to offer, and in some cases may provide and be paid for, significant managerial assistance to portfolio companies.

19 unchanged sentences

Publicly Traded Portfolio Companies

Total Portfolio Investments

Non-Portfolio Investments

Treasury Bills

Total Investments

1 unchanged sentence

$ 209,380,742

(1) Preferred

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

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

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

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

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

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

and Commercial Streaming Solutions Inc.

(d/b/a BettorView).

of December 31, 2025, 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 Series A-2 Preferred

Shares of OpenAI Global, LLC, 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.

As of December 31, 2024, 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.

of December 31, 2025, Common Stock in Private Portfolio Companies also includes the Company’s

Limited Partner Fund Investment in True Global Ventures 4 Plus Pte Ltd.

and the Company’s

investment in the Class A Interest of CW Opportunity 2 LP which is invested in the Class

A Common Stock of CoreWeave, Inc.

As of December 31, 2024, Common Stock also includes the

Company’s Limited Partner Fund Investment in True Global Ventures 4 Plus Pte Ltd.

of December 31, 2025, Options in Private Portfolio Companies also includes the Company’s

investments in the SAFEs of Orchard Technologies, Inc., PayJoy, Inc., and Whoop, Inc.

of December 31, 2024, Options also includes the Company’s investments in the SAFEs

of Commercial Streaming Solutions Inc.

(d/b/a BettorView), PayJoy, Inc., and Stake Trade,

(d/b/a Prophet Exchange).

Determination

37 unchanged sentences

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

The following represent

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

Public trading of our portfolio securities, taking into consideration

lock-up restrictions and liquidity;

Active trading of our portfolio securities on a private secondary

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

Qualified funding rounds in the companies in which we invested,

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

Additional investments by us in current portfolio companies,

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

The following represent factors that,

among others, could impact such fair value determinations:

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

trading of our portfolio securities on a private secondary market, where we have determined

that there is meaningful volume and the transactions are considered arm’s length by

sophisticated investors;

funding rounds in the companies in which we invested, where there is meaningful and reputable

information available on size, valuation and investors;

investments by us in current portfolio companies, where the price of the new investment differs

materially from prior investments.

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

42 unchanged sentences

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

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

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

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

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

to the SBCAA, the SEC issued rules or amendments to rules allowing BDCs to use the same securities offering and proxy rules that are

47 unchanged sentences

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

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

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

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

portfolio company is defined in the 1940 Act as any issuer which:

purchased in transactions not involving any public offering from the issuer of such securities,

which issuer (subject to certain limited exceptions) is an eligible portfolio company, or

from any person who is, or has been during the preceding 13 months, an affiliated person

of an eligible portfolio company, or from any other person, subject to such rules as may

be prescribed by the SEC.

An eligible portfolio company is defined in the 1940 Act as any

issuer which:

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

11 unchanged sentences

such other criteria as may be established by the SEC.

Securities of any eligible

portfolio company which we control.

Securities purchased in a

private transaction from a U.S.

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

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

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

or financing arrangements.

Securities of an eligible

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

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

Securities received in exchange

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

or rights relating to such securities.

Cash, cash equivalents, U.S.

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

of any eligible portfolio company which we control.

purchased in a private transaction from a U.S.

issuer that is not an investment company or

from an affiliated person of the issuer, or in transactions incident thereto, if the issuer

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

purchase of its securities, was unable to meet its obligations as they came due without material

assistance other than conventional lending or financing arrangements.

of an eligible portfolio company purchased from any person in a private transaction if there

is no ready market for such securities and we already own 60% of the outstanding equity of

the eligible portfolio company.

received in exchange for or distributed on or with respect to securities described in (1)

through (4) above, or pursuant to the exercise of options, warrants or rights relating to

such securities.

cash equivalents, U.S.

government securities or high-quality debt securities maturing in

one year or less from the time of investment.

addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose

50 unchanged sentences

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

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

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

immediately after each such issuance.

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

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

coverage ratios at the time of the distribution or repurchase.

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

for temporary or emergency purposes without regard to asset coverage.

For a discussion of the risks associated with leverage, see

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

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

Item 1A of this Form 10-K.

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

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

each such issuance.

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

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

the distribution or repurchase.

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

without regard to asset coverage.

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

to Our Business and Structure — Borrowings, such as the 6.00% Notes due 2026 and our 6.50% Convertible Notes due 2029, can magnify

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

” in Part I, Item 1A of this

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

14 unchanged sentences

Many of these requirements

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

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

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

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

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

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

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

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

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

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

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

actions with regard to significant deficiencies and material weaknesses.

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

Act and the regulations promulgated thereunder.

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

must certify the accuracy of the financial statements contained in our periodic reports;

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

effectiveness of our disclosure controls and procedures;

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

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

of the effectiveness of internal control over financial reporting performed by our independent

registered public accounting firm if we are no longer a non-accelerated filer (as defined

in Rule 12b-2 under the Exchange Act);

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

disclose whether there were significant changes in our internal control over financial reporting

or in other factors that could significantly affect these controls subsequent to the date

of their evaluation, including any corrective actions with regard to significant deficiencies

and material weaknesses.

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

and the regulations promulgated thereunder.

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

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

actions necessary to ensure that we are in compliance therewith.

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

to ensure that we are in compliance therewith.

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

44 unchanged sentences

Federal Income Tax Considerations

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

subsidiaries:

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

“Taxable Subsidiaries”).

in our consolidated financial statements are GSV Capital Lending, LLC, SuRo Capital Sports, LLC, 1789 Capital Nirvana II LP, SRCI Advisors,

LLC, and the following wholly owned subsidiaries:

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

Holdings, Inc (collectively, the “Taxable Subsidiaries”).

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

federal and state income tax

federal and state income tax purposes.

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

federal income tax

imposed at corporate rates on their income.

federal income tax imposed at corporate rates on their income.

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

9 unchanged sentences

to be Taxed as a RIC

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

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

federal income tax purposes;

however, no assurance

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

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

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

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

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

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

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

however, no assurance can be given that

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

To qualify as a RIC, we must, among other things, meet certain source-of-income

and asset diversification requirements (as described below).

In addition, to be eligible to be taxed as a RIC, we generally are required

to distribute to our stockholders on a timely basis each year at least 90% of our “investment company taxable income,” which

is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses

(the “Annual Distribution Requirement”).

as a Regulated Investment Company

qualify as a RIC;

satisfy the Annual Distribution Requirement,

the Annual Distribution Requirement,

we will not be subject to U.S.

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

deemed to distribute) to stockholders as dividends.

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

to distribute) to stockholders as dividends.

We will be subject to U.S.

federal income tax imposed at the regular corporate

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

In addition, we

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

federal excise tax on certain undistributed income unless we distribute in a timely manner

each calendar year an amount equal to at least the sum of (1) 98% of our net ordinary income for each calendar year, (2) 98.2% of our

capital gains in excess of capital losses for the one-year period ending October 31 in that calendar year and (3) any ordinary income

and net capital gains that we recognized for preceding years but were not distributed during such years and on which we paid no U.S.

federal income tax imposed at the regular corporate rates on

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

addition, we will be subject to a 4% nondeductible U.S.

federal excise tax on certain undistributed income unless we distribute in a

timely manner each calendar year an amount equal to at least the sum of (1) 98% of our net ordinary income for each calendar year, (2)

98.2% of our capital gains in excess of capital losses for the one-year period ending October 31 in that calendar year and (3) any ordinary

income and net capital gains that we recognized for preceding years but were not distributed during such years and on which we paid no

federal income tax (the “Excise Tax Avoidance Requirement”).

5 unchanged sentences

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

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

during each taxable year;

derive in each taxable

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

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

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

“90% Income Test”);

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

the taxable year:

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

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

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

Diversification Test”);

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

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

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

in each taxable year at least 90% of our gross income from dividends, interest, payments

with respect to loans of certain securities, gains from the sale or other taxable disposition

of stock or other securities or foreign currencies, other income derived with respect to

our business of investing in such stock or securities and net income from “qualified

publicly traded partnerships” (as defined in the Code) (the “90% Income Test”);

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

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

government securities,

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

do not represent more than 5% of the value of our assets or more than 10% of the outstanding

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

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

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

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

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

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

of other RICs) of two or more issuers that are controlled, as determined under applicable

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

of businesses, or the securities of one or more “qualified publicly traded partnerships”

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

the “Diversification Tests”).

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

54 unchanged sentences

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

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

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

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

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

In addition, expenses can be used only to offset

investment company taxable income, not net capital gain.

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

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

indefinitely and use them to offset capital gains.

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

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

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

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

Such required distributions may be made from the

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

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

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

If our expenses in

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

However, a RIC is not

permitted to carry forward net operating losses to subsequent years.

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

taxable income, not net capital gain.

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

capital gains) to offset the RIC’s investment company taxable income, but may carry forward such losses indefinitely and use them

to offset capital gains.

Due to these limits on the deductibility of expenses, over the course of one or more taxable years we may have,

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

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

Such required distributions may be

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

We may realize gains or losses from such liquidations.

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

it would have received in the absence of such transactions.

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

would have received in the absence of such transactions.

investment in non-U.S.

6 unchanged sentences

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

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

disposition of, such shares.

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

taxes arising from any such excess distribution or gain.

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

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

disposition of such shares.

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

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

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

such income is not distributed by the QEF.

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

its shares in a PFIC;

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

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

prior increases included in our income.

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

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

federal income

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

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

excess distribution or gain.

This additional tax and interest may apply even if we make a distribution as a taxable dividend by us to

our shareholders in an amount equal to any “excess distribution” or gain from the disposition of such shares.

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

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

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

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

of each taxable year its shares in a PFIC;

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

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

does not exceed prior increases included in our income.

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

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

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

1 unchanged sentence

to Maintain our Qualification as a RIC

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

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

distributions to our stockholders.

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

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

and accumulated earnings and profits.

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

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

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

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

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

our stockholders.

Distributions would not be required, but if such distributions are paid, including distributions of net long-term capital

gain, they would be taxable to our shareholders as ordinary dividend income to the extent of our current and accumulated earnings and

Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends-received deduction

with respect to such dividend and our non-corporate shareholders would generally be able to treat such dividends as “qualified

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

federal income tax.

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

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

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

remaining distributions would be treated as a capital gain.

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

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

to qualify as a RIC.

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

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

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

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

federal income

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

Distributions in excess of our current and accumulated

earnings and profits would be treated first as a return of capital that would reduce the stockholder’s adjusted tax basis in its

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

such common stock), and any remaining distributions would be treated as a capital gain.

To requalify as a RIC in a subsequent taxable

year, we would be required to satisfy the RIC qualification requirements for that year and dispose of any earnings and profits from any

year in which we failed to qualify as a RIC.

Subject to a limited exception applicable to RICs that qualified as such under Subchapter

M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the

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

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

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

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

9 unchanged sentences

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

What changed 10-K

Item 1. Business