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Item 1A. Risk Factors

2026-03-11 compared with 2025-03-12 · 1065 added, 897 removed, 1006 unchanged (66% of the section changed)

in our securities involves a number of significant risks.

In addition to the other information contained in this annual report on Form

10-K, you should consider carefully the following information before making an investment in our securities.

Although the risks described

below represent the principal risks associated with an investment in us, they are not the only risks we face.

Additional risks and uncertainties

not presently known to us might also impair our operations and performance.

If any of the following events occur, our business, financial

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

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

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

Investing in our securities involves a number of significant risks.

addition to the other information contained in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025, you should

consider carefully the following information before making an investment in our securities.

Although the risks described below represent

the principal risks associated with an investment in us, they are not the only risks we face.

Additional risks and uncertainties not presently

known to us might also impair our operations and performance.

If any of the following events occur, our business, financial condition

and results of operations could be materially and adversely affected.

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

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

of Principal Risk Factors

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

Our investments in the rapidly growing venture capital-backed

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

Because our investments are generally not in publicly traded

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

The lack of liquidity in, and potentially extended holding

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

Investing in publicly traded companies can involve a high degree

of risk and can be speculative.

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

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

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

Many of our portfolio companies are currently experiencing

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

Our portfolio is concentrated in a limited number of portfolio

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

or market sectors experiences a market downturn.

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

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

Because we will generally not hold controlling equity interests

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

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

We are subject to unique risks specific to our investments

in the sponsors of SPACs.

To the extent we invest in foreign companies, such investments

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

We may be subject to risks associated with hedging transactions

and investments in derivatives.

investments in the rapidly growing venture capital-backed emerging companies that we target

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

our investments are generally not in publicly traded securities, there will be uncertainty

regarding the value of our investments, which could adversely affect the determination of

lack of liquidity in, and potentially extended holding period of, many of our investments

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

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

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

may incur substantial debt to finance their operations, we may experience a complete loss

on our equity investments in the event of a bankruptcy or liquidation of any of our portfolio

of our portfolio companies are currently experiencing operating losses, which may be substantial,

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

portfolio is concentrated in a limited number of portfolio companies or market sectors, which

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

deteriorates or market sectors experiences a market downturn.

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

investments in our portfolio companies could impair the value of our portfolio.

we will generally not hold controlling equity interests in our portfolio companies, we will

likely not be in a position to exercise control over our portfolio companies or to prevent

decisions by substantial stockholders or management of our portfolio companies that could

decrease the value of our investments.

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

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

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

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

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

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

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

Our business model depends upon the development and maintenance

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

Our financial condition and results of operations will depend

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

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

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

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

our business and are dependent upon our management team and investment professionals for

our future success.

business model depends upon the development and maintenance of strong referral relationships

with private equity, venture capital funds and investment banking firms.

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

objective and manage our business effectively.

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

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

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

Economic, political and

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

financial condition.

We are exposed to risks associated with changes in interest

rates and inflation rates.

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

We operate in a highly competitive market for direct equity

investment opportunities.

Our use of borrowed funds to make investments exposes us to

risks typically associated with leverage.

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

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

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

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

those associated with leverage.

We will experience fluctuations in our operating results.

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

objectives or operating policies, all without shareholder approval.

Ineffective internal controls could impact our business and

operating results.

We face cyber-security risks.

political and market conditions and volatility therein, including economic downturns, may

adversely affect our business, results of operations and financial condition.

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

are subject to risks associated with shareholder activism and litigation.

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

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

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

assets under such facility, and the loan agreement governing such facility may have covenants

that would affect our liquidity, financial condition, and results of operations.

may have difficulty paying required distributions if we recognize income before or without

receiving cash representing such income.

● Regulations

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

risks, including those associated with leverage.

will experience fluctuations in our operating results.

Board of Directors retains broad powers to reclassify our common stock into preferred stock

or change our investment objectives or operating policies, all without shareholder approval.

● Ineffective

internal controls could impact our business and operating results.

face cyber-security risks.

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

Investing in our securities may involve an above average degree

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

We may not be able to pay distributions to our stockholders

and our distributions may not grow over time.

Our stockholders may experience dilution upon the issuance

of additional shares of our common stock.

If we default under any future credit facility or any other

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

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

interest rates are relatively low.

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

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

price of the 6.00% Notes due 2026.

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

We will be subject to U.S.

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

adverse effect on us and our stockholders.

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

common stock price may be volatile and may decrease substantially.

may not be able to pay distributions to our stockholders and our distributions may not grow

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

we default under any future credit facility or any other future indebtedness, we may not

be able to make payments on our 6.00% Notes due 2026 (the “6.00% Notes due 2026”)

or 6.50% Convertible Notes due 2029 (the “6.50% Convertible Notes due 2029”).

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

active trading market for the 6.00% Notes due 2026 may not develop or be maintained, which

could limit a holder’s ability to sell the 6.00% Notes due 2026 and/or adversely impact

the market price of the 6.00% Notes due 2026.

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

will be subject to U.S.

federal income tax imposed at corporate rates if we are profitable

and are unable to qualify as a RIC, which could have a material adverse effect on us and

our stockholders.

Related to Our Investments

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

these companies may have

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

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

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

they typically have limited operating histories, narrower,

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

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

they generally have less predictable operating results, may

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

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

competitive position;

some of these companies may experience operating

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

because they are privately owned, there is generally little

publicly available information about these companies;

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

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

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

such companies.

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

to any investment is reliable;

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

acquisition opportunities;

these private companies frequently have much complex capital

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

with respect to voting and distributions.

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

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

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

they are more likely to depend on the management talents and

efforts of a small group of persons;

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

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

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

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

investments in such portfolio company.

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

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

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

companies may have limited financial resources and may be unable to meet their obligations

under their existing debt, which may lead to equity financings, possibly at discounted valuations,

in which we could be substantially diluted if we do not or cannot participate, or bankruptcy

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

typically have limited operating histories, narrower, less established product lines and

smaller market shares than larger businesses, which tend to render them more vulnerable to

competitors’ actions, market conditions and consumer sentiment in respect of their

products or services, as well as general economic downturns;

generally have less predictable operating results, may from time to time be parties to litigation,

may be engaged in rapidly changing industries or sectors with products subject to a substantial

risk of obsolescence, and may require substantial additional capital to support their operations,

finance expansion or maintain their competitive position;

of these companies may experience operating losses, which could be substantial, and there

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

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

these companies;

therefore, although we will perform due diligence investigations on these

companies, their operations and their prospects, we may not learn all of the material information

we need to know regarding these businesses and, in the case of investments we acquire in

private secondary transactions, we may be unable to obtain financial or other information

regarding such companies.

Furthermore, there can be no assurance that the information that

we do obtain with respect to any investment is reliable;

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

private companies frequently have much complex capital structures, and may have multiple

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

distributions.

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

preferred stock or senior debt outstanding, which may heighten the risk of investing in the

underlying equity of such private companies, particularly in circumstances when we have limited

information with respect to such capital structures;

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

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

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

A portfolio company’s failure to satisfy financial or operating covenants

imposed by its lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its assets, which could trigger

cross-defaults under other agreements and jeopardize our investments in such portfolio company.

In addition, borrowers may file for bankruptcy

protection to stay foreclosure proceedings, which could delay our ability to enforce our rights.

Deterioration in a portfolio company’s

financial condition is often accompanied by a corresponding deterioration in the value of any collateral securing our investment.

also incur significant expenses in connection with seeking recovery of our equity investment or negotiating new terms with a financially

distressed portfolio company.

Any or all of these events could have a material adverse effect on our business, financial condition, or

results of operations.

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

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portfolio investments will generally not be in publicly traded securities.

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

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

often not be readily determinable.

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

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

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

in compliance with Rule 2a-5.

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

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

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

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

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

However, the Board of Directors retains ultimate authority

as to the appropriate valuation of each such investment.

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

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

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

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

other relevant factors.

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

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

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

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

determinable.

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

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

in good faith by our Board of Directors in accordance with our written valuation policy and in compliance with Rule 2a-5.

In connection

with that determination, our executive officers and investment professionals prepare portfolio company valuations using, where available,

the most recent portfolio company financial statements and forecasts.

The Valuation Committee utilizes the services of an independent

valuation firm, which prepares valuations for each of our portfolio investments that are not publicly traded or for which we do not have

readily available market quotations, including securities that, while listed on a private securities exchange, have not actively traded.

However, the Board of Directors retains ultimate authority as to the appropriate valuation of each such investment.

The types of factors

that the Board of Directors takes into account in determining fair value with respect to such investments include, as relevant and to

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

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

of the portfolio company and other relevant factors.

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

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

that it is complete or accurate.

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

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

securities existed.

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

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

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

our investments might warrant.

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

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

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

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

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

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

might warrant.

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

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

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

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

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

trend may remain for the foreseeable future.

A lack of IPO opportunities for venture capital-backed companies could lead to

companies staying in our portfolio longer as private entities still requiring funding.

This situation may adversely affect the

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

Such stagnation could dampen our

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

valuations in private fundings or are not able to access additional capital at all.

A lack of IPO opportunities for venture

capital-backed companies may also cause some venture capital firms to change their strategies, leading some of them to reduce

funding to their portfolio companies and making it more difficult for such companies to access capital.

This might result in

unrealized depreciation and realized losses in such companies by other investment funds, like us, who are co-investors in such

There can be no assurance that we will be able to achieve our targeted return on our portfolio company investments if, as

and when they go public.

equity securities we acquire in a private company are generally subject to contractual transfer limitations imposed on the

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

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

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

As a result, prior to an IPO or other

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

Transfer restrictions

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

companies, or, where applicable, their stockholders.

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

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

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

Furthermore, prospective buyers

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

limitations create.

The IPO market is, by its very nature, unpredictable, and IPO activity

in particular has slowed significantly in recent years, which trend may remain for the foreseeable future.

A lack of IPO opportunities

for venture capital-backed companies could lead to companies staying in our portfolio longer as private entities still requiring funding.

If we need to dispose of certain investments to meet liquidity requirements or other operational needs, such investments may be sold for

less than their potential value.

This situation may adversely affect the amount of available venture capital funding to late-stage companies

that cannot complete an IPO.

Such stagnation could dampen our returns or could lead to unrealized depreciation and realized losses as

some companies run short of cash and have to accept lower valuations in private fundings or are not able to access additional capital

A lack of IPO opportunities for venture capital-backed companies may also cause some venture capital firms to change their strategies,

leading some of them to reduce funding to their portfolio companies and making it more difficult for such companies to access capital.

This might result in unrealized depreciation and realized losses in such companies by other investment funds, like us, who are co-investors

in such companies.

There can be no assurance that we will be able to achieve our targeted return on our portfolio company investments

if, as and when they go public.

equity securities we acquire in a private company are generally subject to contractual transfer limitations imposed on the company’s

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

These obligations generally

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

may still be subject to lock-up restrictions of varying durations.

As a result, prior to an IPO or other liquidity/exit event, our ability

to liquidate our private portfolio company positions may be constrained.

Transfer restrictions could limit our ability to liquidate our

positions in these securities if we are unable to find buyers acceptable to our portfolio companies, or, where applicable, their stockholders.

Such buyers may not be willing to purchase our investments at prices or in volumes sufficient to liquidate our position and realize gains,

and even where they are willing, other stockholders could exercise their co-sale rights to participate in the sale, thereby reducing

the number of shares available for us to sell.

Furthermore, prospective buyers may be deterred from entering into purchase transactions

with us due to the delay and uncertainty that these transfer and other limitations create.

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

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Due to the inherent uncertainty in determining

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

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

investments, and the differences could be material.

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

lock-up restriction expires.

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

before we are able to sell them following an IPO.

There is also no assurance that a meaningful trading market will develop for our publicly

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

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

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

such investments, and the differences could be material.

addition, even if a portfolio company completes an IPO, we are typically unable to sell our position until any applicable post-IPO lock-up

restriction expires.

As a result, the market price of securities that we hold may decline substantially before we are able to sell them

following an IPO.

There can be no assurance that a meaningful trading market will develop for our publicly traded portfolio companies

following an IPO, which may limit our ability to liquidate our positions when desired.

The lack of liquidity in our investments may adversely

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

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

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

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

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

impact on us.

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

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

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

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

Additionally,

our investments in companies which have recently completed IPOs may be subject to lock-up restrictions of varying durations, which could

limit our ability to realize gains on our investments at the most opportune times.

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

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

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

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

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

emerging companies.

may not realize gains from our investments and, in certain circumstances, we may experience a complete loss on our investments, including

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

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

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

Investments in

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

the company’s failure to pay distributions.

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

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

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

In this event, we could realize

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

Further, capital market volatility and the overall

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

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

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

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

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

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

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

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

condition and results of operations.

Investments in equity securities

involve a number of significant risks, including the risk of dilution as a result of additional issuances and the company’s failure

to pay distributions.

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

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

undesirable or even below our cost basis.

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

on our investment.

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

IPOs or liquidity events and impede our exit from these investments.

Accordingly, we may not be able to realize gains on our investments,

and any gains that we do realize on the disposition of any investments may not be sufficient to offset any other losses we experience.

We will generally have little, if any, control over the timing of any gains we may realize from our investments unless and until the

portfolio companies in which we invest become publicly traded.

In addition, the companies in which we invest may have substantial debt

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

a complete loss on our investment, which could, in turn, impact our financial condition and results of operations.

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

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While certain of our portfolio

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

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

experiencing operating losses.

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

If such companies fail to operate at a profit consistently

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

If such companies fail to

operate at a profit consistently or ever, such failure may adversely affect our investments, which will, in turn, result in negative

effects to our results of operations.

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

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

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

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

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

Additionally, our investments in the consumer goods

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

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

our portfolio.

and as of December 31, 2025, our largest industry concentrations of our total investments at fair value were in the artificial intelligence

infrastructure & applications sector, which represented approximately 30.6% of our portfolio, and the consumer goods & services

sector, which represented approximately 21.2% of our portfolio.

Additionally, our investments in the software-as-a-service (“SaaS”)

sector represented approximately 19.8% of our portfolio, and our investments in the educational technology sector represented approximately

10.5% of our portfolio.

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

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

Our investment in the artificial

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

uncertainty, and operational vulnerabilities.

Companies in this sector—including generative artificial intelligence infrastructure

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

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

Additionally, emerging

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

their operations.

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

in our ability to influence their risk mitigation approaches.

Founders and larger shareholders may prioritize growth over compliance or

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

or all of which could negatively impact our investment.

Artificial intelligence

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

These companies

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

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

investment in the artificial intelligence infrastructure & applications sector is subject to substantial risks due to rapid technological

evolution, regulatory uncertainty, and operational vulnerabilities.

Companies in this sector—including generative artificial intelligence

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

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

Additionally,

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

go-to-market strategies.

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

thereby negatively impacting the value of our investments.

Our investment in the SaaS

sector is subject to substantial risks.

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

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

for marketing purposes.

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

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

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

adverse effect on their respective operations.

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

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

Because our SaaS

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

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

They are also subject

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

that drive a portfolio company’s recurring revenue projections.

For these reasons, our financial results could be materially adversely

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

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

Companies in the consumer

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

to economic downturns or recessions as well as currency fluctuations.

These companies are also subject to changing consumer tastes, extensive

competition, product liability litigation and increased government regulation.

Generally, spending on consumer goods and services is affected

by the health of consumers.

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

constrain their operations.

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

we may be limited in our ability to influence their risk mitigation approaches.

Founders and larger shareholders may prioritize growth

over compliance or ethical safeguards, heightening these companies’ exposure to regulatory actions, reputational damage, and economic

penalties, any or all of which could negatively impact our investment.

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

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

upon startup.

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

Additionally, certain of these companies may experience semiconductor supply chain vulnerabilities, causing operational delays

as they execute on their go-to-market strategies.

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

condition, or results of operations, thereby negatively impacting the value of our investments.

Our investment in the SaaS sector is subject to substantial risks.

rapid emergence of AI-first companies and generative AI tools poses significant competitive threats to traditional SaaS business models.

AI-native companies are increasingly launching vertical-specific applications that directly compete with established SaaS vendors, demonstrating

how AI agents and autonomous AI systems could displace traditional business applications.

Our portfolio companies may face margin pressure,

customer churn, and declining recurring revenue if they fail to effectively integrate AI capabilities, differentiate their offerings from

AI-native competitors, or adapt their technology platforms to meet evolving customer expectations for AI-powered functionality.

technology landscape may require significant investment in research and development, product reimagination, and go-to-market strategy

changes that our portfolio companies may be unable or unwilling to undertake.

In addition, such portfolio companies may be subject to

consumer protection laws that are enforced by regulators such as the Federal Trade Commission and private parties, and include statutes

that regulate the collection and use of information for marketing purposes.

Any new legislation or regulations regarding the Internet,

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

the Internet, mobile devices, software sales or export and/or the cloud or SaaS industry, could create new legal or regulatory burdens

on these portfolio companies that could have a material adverse effect on their respective operations.

Our SaaS portfolio companies may

incur significant operating losses and negative cash flows during certain times of their respective life cycles, resulting in an adverse

impact on their operations.

Because our SaaS portfolio companies are generally investments that are underwritten and valued on “recurring

revenue” rather than EBITDA, the fair value determinations of such companies are inherently uncertain and may fluctuate over short

periods of time.

They are also subject to the risks that their customers have financial difficulties that make them unable or unwilling

to pay for the software and services that drive a portfolio company’s recurring revenue projections or may switch to lower-cost

AI-native alternatives that offer superior functionality or automation capabilities.

For these reasons, our financial results could be

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

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

Companies in the consumer goods and services sector

frequently experience fluctuations in their earnings due to consumer cyclicality, and are extremely sensitive to economic downturns or

recessions as well as currency fluctuations.

These companies are also subject to changing consumer tastes, extensive competition, product

liability litigation and increased government regulation.

Generally, spending on consumer goods and services is affected by the health

of consumers.

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

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

A weak economy and its effect

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

in companies in that sector.

A weak economy and its

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

our investments in companies in that sector.

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

The revenue, income (or losses) and valuations of

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

In addition, because of rapid technological

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

historically decreased over their productive lives.

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

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

frequent introductions of new products and services.

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

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

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

companies can and often do fluctuate suddenly and dramatically.

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

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

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

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

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

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

may be disruptive to education technology businesses.

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

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

Our investment in the supply

chain and logistics sector is subject to substantial risks.

Geopolitical conflicts, trade restrictions, and regional instability can disrupt

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

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

of such companies.

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

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

and, accordingly, our investment.

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

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

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

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

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

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

Any or all of these considerations or circumstances

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

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

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

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

Any of the portfolio companies in these sectors could be

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

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

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

The increased

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

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

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

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

investment in the supply chain and logistics sector is subject to substantial risks.

Geopolitical conflicts, trade restrictions, and

regional instability can disrupt critical shipping lanes and cross-border commerce, while reliance on international suppliers heightens

vulnerability to customs delays, tariff fluctuations, and sudden regulatory changes, all of which could impact the business, financial

condition, and results of operations of such companies.

Additionally, prolonged port congestion, container shortages, and labor disputes

at key transit hubs may further impede delivery timelines, eroding customer trust and such companies’ contractual compliance, thus

impacting these companies’ business and, accordingly, our investment.

disasters, including hurricanes, floods, wildfires, and public health emergencies, as well as climate-related events, can necessitate

rapid supply chain reconfiguration and disrupt essential infrastructure such as warehouses and transportation corridors.

Companies must

also navigate complex regulatory frameworks across jurisdictions governing emissions, labor practices, and safety protocols;

for instance,

stricter carbon disclosure requirements and evolving fuel efficiency standards may require costly compliance measures.

Moreover, labor

shortages in trucking, warehousing, and dock operations—as well as potential disruptions from unionization or collective bargaining—could

further impact operational efficiency and profit margins.

Any or all of these considerations or circumstances could distract these companies’

attention from their effective management, thereby potentially negatively impacting their financial condition and results of operations

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

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

supply chain & logistic sectors are risks related to cybersecurity.

Any of the portfolio companies in these sectors could be required

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

and their respective affiliates may be subjected to, regulatory action or enforcement arising out of applicable privacy and other laws,

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

The increased use of mobile and cloud technologies

can heighten these and other operational risks.

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

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

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

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

As a result, if a

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

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

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

As a result, if a significant investment in one

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

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

The following table shows the cost and fair value

of our ten largest portfolio company positions as of December 31, 2025:

Portfolio Company

CW Opportunity 2 LP (1)

ARK Type One Deep Ventures Fund LLC (1)

Blink Health, Inc.

Learneo, Inc.

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

Blink Health, Inc.

ServiceTitan, Inc.

CW Opportunity 2 LP (2)

IH10, LLC (3)

FourKites, Inc.

Locus Robotics Corp.

Supplying Demand, Inc.

(d/b/a Liquid Death)

Shogun Enterprises, Inc.

(d/b/a Hearth)

$ 119,732,518

$ 179,700,317

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

C Preferred Shares of CoreWeave, Inc.

SuRo Capital Corp.

is invested in the Series C Preferred Shares of

CoreWeave, Inc.

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

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

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

invested in the Series A-2 Preferred Shares 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.

invested in the Series A-2 Preferred Shares of OpenAI Global, LLC through its investment

in the Class A Interest of ARK Type One Deep Ventures Fund LLC.

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

A Common Stock of CoreWeave, Inc.

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

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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.

is invested in the Series B Preferred Shares of VAST

through its investment in the Membership Interest of IH10, LLC.

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

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in a successful company’s capital structure.

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

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

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

Even if we have sufficient capital to make a desired follow-on investment, we may

elect not to make a follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities,

or because we are inhibited by our mandate to comply with regulatory requirements applicable to BDCs.

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

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in the portfolio company.

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

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

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

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

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

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

financial condition and results of operations.

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

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

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

such, there is a unique risk of experiencing a complete loss on our investment when we invest in a sponsor of a SPAC, which, if such

loss were to occur, would negatively impact our financial condition and results of operations.

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

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in emerging markets, that otherwise meet our investment criteria.

In regards to the regulatory requirements for BDCs, non-U.S.

In regard to the regulatory requirements for BDCs, non-U.S.

do not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.”

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

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

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

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

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

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

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

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

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

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

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

other financial contracts.

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

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

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

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

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

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

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

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

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

or (ii) the aggregate net notional

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

Engaging in such

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

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

We have claimed

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

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

Specifically, we are

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

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

positions does not exceed 5% of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses

on any such contracts we have entered into;

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

liquidation value of our portfolio.

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

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adversely impact our investment returns.

related to our indirect exposure to the cryptocurrency markets through investments.

Cryptocurrencies

(also referred to as “virtual currencies” and “digital currencies”) are digital assets that are designed to act

as a medium of exchange.

Although we have no current intention of directly investing in cryptocurrencies, we have indirect exposure to

cryptocurrencies by investing in securities of portfolio companies with operations in the cryptocurrency industry.

Cryptocurrencies (some

of the most well-known include Bitcoin and Ethereum) are not backed by any government, corporation, or other identified body.

markets for cryptocurrencies are subject to an evolving and fragmented regulatory framework.

While certain jurisdictions, such as the

European Union and the United States, have recently implemented or proposed regulatory regimes, other markets remain less regulated.

As a result, cryptocurrency markets may be more exposed to operational or technical issues, as well as the potential for fraud or manipulation,

compared with the established, regulated exchanges for securities, derivatives, and traditional currencies.

Cryptocurrencies

have been subject to significant fluctuations in value.

The value of a cryptocurrency may significantly fluctuate precipitously (including

declining to zero) and unpredictably for a variety of reasons, including, but not limited to:

investor perceptions and expectations;

regulatory changes;

general economic conditions;

adoption and use in the retail and commercial marketplace;

public opinion regarding

the environmental impact of the creation (“minting” or “mining”) of cryptocurrency;

confidence in, and the maintenance

and development of, its network and open-source software protocols such as blockchain for ensuring the integrity of cryptocurrency transactional

and general risks tied to the use of information technologies, including cybersecurity risks.

Related to Our Business and Structure

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

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

claims of private litigants.

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

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

1940 Act imposes numerous constraints on the operations of BDCs.

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

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

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

to implement our business strategy could be significantly harmed.

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

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

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

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

We believe our future success will depend, in

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

If we do not succeed in identifying,

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

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

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

We believe our future success will depend, in part, on our ability

to identify, attract and retain sufficient numbers of highly skilled employees.

If we do not succeed in identifying, attracting and retaining

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

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

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compensation.

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

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

we are subject to as an internally managed BDC.

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

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

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

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

to as an internally managed BDC.

A departure by one or more members of our team or competing demands on their time could have a negative

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

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

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

In addition, persons with whom

our management team and investment professionals have informal relationships are not obligated to inform them or us of investment opportunities,

and therefore such relationships may not lead to the origination of equity or other investments.

In addition, persons with whom our management

team and investment professionals have informal relationships are not obligated to inform them or us of investment opportunities, and

therefore such relationships may not lead to the origination of equity or other investments.

Any loss or diminishment of such relationships

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

could effectively inhibit our ability to identify attractive portfolio companies that meet our investment criteria, thus negatively impacting

our cash flows and results of operations.

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

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

and Forge Global,

Inc., to acquire investments for our portfolio.

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

these portfolio companies.

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

and Forge Global, Inc., to

acquire investments for our portfolio.

When we purchase investments in the secondary marketplace, we may have little or no direct access

to financial or other information from these portfolio companies.

As a result, we are dependent upon the relationships of our management

team and investment professionals to obtain the information necessary to perform research and due diligence, and to monitor our investments

after they are made.

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

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

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

Any failure to obtain full and complete information regarding the

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

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

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

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

it is able to obtain is accurate or complete.

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

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

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

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

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and operations.

time to time, capital markets may experience periods of disruption and instability, including during portions of the last three fiscal

From time to time, capital markets may experience periods of disruption

and instability, including during recent fiscal years.

Since 2020, the U.S.

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Despite actions of the U.S.

federal government

and foreign governments, these types of events contribute to unpredictable general economic conditions that materially and adversely

impact the broader financial and credit markets and reduce the availability of debt and equity capital for the market as a whole.

conditions could continue for a prolonged period of time or worsen in the future.

the ongoing and dynamic nature of recent market disruption and instability, it is difficult to predict the full impact of these conditions

on our business.

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

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

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

federal government and foreign governments, these types of events contribute to unpredictable general economic

conditions that materially and adversely impact the broader financial and credit markets and reduce the availability of debt and equity

capital for the market as a whole.

These conditions could continue for a prolonged period of time or worsen in the future.

Given the ongoing and dynamic nature of recent market disruption and instability,

including uncertainty with respect to, among other things, inflationary pressures, elevated interest rates, new tariffs and trade barriers,and

geopolitical conditions, including the ongoing conflict between Russia and Ukraine, the ongoing conflicts in Europe and the Middle East,

as well as the failure of major financial institutions,significant volatility has been introduced in the financial markets.

of this volatility has materially impacted and could continue to materially impact our market risks.

It is difficult to predict the full

impact of these conditions on our business.

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

including the duration or reoccurrence of any potential business or supply chain disruption, changes in interest rates and inflation rates,

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

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

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

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

The continuance or reappearance of market conditions similar to those experienced during recent fiscal years for

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

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which could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

Institution Risk and Distress Events may have a negative impact on our business and operations.

investment in us is subject to the risk that one or more of our banks, brokers, hedging counterparties, lenders or other custodians of

some or all of our assets (each, a “Financial Institution”) may fail to perform its obligations or experience insolvency, closure,

receivership or other financial distress or difficulty, similar to that experienced by Silicon Valley Bank and Signature Bank in March

2023 (each, a “Distress Event”).

Distress Events can be caused by various factors,including eroding market sentiment, significant

withdrawals, fraud, malfeasance, poor performance or accounting irregularities.

In the event a Financial Institution experiences a Distress

Event, we may not be able to access deposits, borrowing facilities or other services for an extended period of time or at all.

assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations

such as the Federal Deposit Insurance Corporation (“FDIC”), in the case of banks, or the Securities Investor Protection Corporation

(“SIPC”), in the case of certain broker-dealers, amounts in excess of the relevant insurance limits are subject to risk of

loss, and any non-U.S.

Financial Institutions that are not subject to similar regimes pose increased risk of loss.

In the event of a

failure of a banking institution, access to our bank accounts could be restricted and FDIC protection may not be available for balances

in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject

to FDIC protection).

In such instances, we may not recover such excess, uninsured amounts and instead would only have an unsecured claim

against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s

In addition, we may not be able to identify all potential solvency or stress concerns with respect to a Financial Institution

or to transfer assets from one Financial Institution to another in a timely manner in the event a Financial Institution comes under stress

Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance

that governmental intervention will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage

conditions or markets.

Events affecting Financial Institutions may also adversely impact our portfolio companies, which may maintain deposits or banking relationships

with such institutions.

Banking disruptions affecting portfolio companies could impair their ability to access working capital, make

payroll, meet operating expenses or service their obligations to us, which could result in defaults, reduced valuations or credit losses.Any

such events could have a material adverse effect on our business, financial condition and results of operations.

are exposed to risks associated with changes in interest rates.

General interest rate fluctuations

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

objective and our net investment income.

Federal Reserve

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

We may borrow money and issue

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

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

we invest these funds.

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

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

and our cost of funds will also decrease.

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

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

net investment income.

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

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

Also, an increase in interest rates available to investors

interest rate fluctuations may have a negative impact on our investments and our investment returns and, accordingly, may have a material

adverse effect on our investment objective and our net investment income.

Following a period of elevated interest rates implemented to address inflation

concerns, the Federal Reserve commenced a cycle of interest rate reductions in late 2024, with the most recent cut occurring in the fourth

quarter of 2025.

The Feder Reserve has indicated that additional rate cuts may occur in the future;

however, future reductions to benchmark

rates are not certain.

We may borrow money and issue debt securities or preferred stock to make investments, and if we do so, our net

investment income will be dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such

debt securities or preferred stock and the rate at which we invest these funds.

While we are principally invested in the equity and equity-related

securities of our portfolio companies, to the extent we have debt investments with floating rates, in periods of declining interest rates,

we may earn less interest income from investments and our cost of funds will also decrease.

While a decrease in interest rates may reduce

our borrowing costs, it could also reduce the portfolio yield on our floating-rate investments, thereby decreasing our net income.

any future increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates and could also

increase our our interest expense, thereby decreasing our net income.

Additionally, fluctuations in interest rates available to investors

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

which could reduce the value of our common stock.

Further, changes in interest rates could also adversely affect our performance if such

changes cause our borrowing costs to rise at a rate in excess of the rate that our investments yield.

It is possible that the Federal

Reserve’s recent interest rate reductions could also result in increased inflation, which may necessitate a return to a more restrictive

monetary policy or otherwise adversely affect the operating results of our portfolio companies, either of which could have a material

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

There can be no assurance that a significant change in

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

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

performance and ability to meet ongoing obligations to us.

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

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

the value of our common stock.

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

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to borrowers.

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

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

and international financial institutions.

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

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

abilities to lend and invest.

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

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

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

caused disruption in the global markets.

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

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

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

of major domestic and international financial institutions.

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

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

their capital positions and abilities to lend and invest.

In addition, continued uncertainty surrounding international trade

policies, treaties, sanctions, and tariffs, among other factors, have caused disruption in the global markets.

There can be no assurance that

market conditions will not worsen in the future.

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

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

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

the fair value of our investments.

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

reduce our net assets resulting from operations.

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

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

impact the fair value of our investments particularly if interest rates rise in response to inflation.

Any decreases in the fair

value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

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

are subject to risks related to corporate social responsibility.

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

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

A variety of organizations measure the

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

If our ESG ratings or performance

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

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

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

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

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

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

Adverse incidents with respect to

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

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

Conversely, “anti-ESG”

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

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

in related investigations and litigation.

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

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

it could negatively impact the price of our common stock.

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

have recently come under increasing scrutiny.

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

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

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

arguments have been initiated since the decision.

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

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

to DEI initiatives, including publicly traded companies.

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

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

Such scrutiny of both ESG and DEI

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

or result in reputational harm.

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

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

For example, the SEC

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

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

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

however, these rules are stayed pending

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

At the state level, in October 2023, California enacted

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

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

and related mitigation measures.

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

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

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

business (including that of our portfolio companies) faces increasing public scrutiny related to environmental, social, and governance

(“ESG”) activities.

A variety of organizations measure the performance of companies on ESG topics, and the results of these

assessments are widely publicized.

If our ESG ratings or performance do not meet the standards set by such investors or our stockholders,

they may choose to exclude our securities from their investments.

In addition, investment in funds that specialize in companies that

perform well in such assessments remain popular, and major institutional investors have publicly discussed their consideration of such

ESG ratings and measures in making their investment decisions.

risk damage to our brand and reputation if we fail to act responsibly in a number of areas, including, but not limited to, human rights,

climate change and environmental stewardship, support for local communities, corporate governance and transparency, or consideration

of ESG factors in our investment processes.

Adverse incidents with respect to ESG activities could impact the value of our brand, our

relationship with existing and future portfolio companies, the cost of our operations and relationships with investors, all of which

could adversely affect our business and results of operations.

“anti-ESG” sentiment has gained momentum across the U.S., with a growing number of states, federal agencies, the executive

branch and Congress having enacted, proposed or indicated an intent to pursue “anti-ESG” policies, legislation or issued

related legal opinions and engaged in related investigations and litigation.

If investors subject to “anti-ESG” legislation

view our investment activities as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such

investors may not invest in us and it could negatively impact the price of our common stock.

In addition, corporate diversity, equity

and inclusion (“DEI”) practices have recently come under increasing scrutiny.

For example, some advocacy groups and federal

and state officials have asserted that the U.S.

Supreme Court’s decision striking down race-based affirmative action in higher

education in June 2023 should be analogized to private employment matters and private contract matters and several media campaigns and

cases alleging discrimination based on such arguments have been initiated since the decision.

Additionally, in January 2025, President

Trump signed a number of Executive Orders focused on DEI, which indicate continued scrutiny of DEI initiatives and potential related

investigations of certain private entities with respect to DEI initiatives, including publicly traded companies.

If we do not successfully

manage expectations across varied stakeholder interests, it could erode stakeholder trust, impact our reputation and constrain our investment

opportunities.

Such scrutiny of both ESG and DEI related practices could expose us to the risk of litigation, investigations

or challenges by federal or state authorities or result in reputational harm.

is also regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of

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

For example, the SEC sometimes

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

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

state level, in October 2023, California enacted legislation (Senate Bills 253 and 261) that would require certain

companies that do business in California to publicly disclose their Scopes 1, 2, and 3 greenhouse gas emissions, with third party

assurance of such data, and issue public reports on their climate-related financial risk and related mitigation measures.

As of November 2025, the Ninth Circuit Court of Appeals has granted a temporary injunction of SB 261 (requiring climate-related

financial risk reporting), while SB 253 (requiring greenhouse gas emissions disclosure) remains in force with initial compliance deadlines

anticipated in 2026, subject to ongoing legal challenges.

Compliance with any of these new laws or regulations could increase our regulatory burden and could result in increased legal, accounting and compliance

costs, make some activities more difficult, time-consuming and costly, affect the manner in which we or our portfolio companies

conduct our businesses and adversely affect our profitability.

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

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litigation and stockholder activism.

tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, negatively impact us.

government has imposed, and may in the future increase, tariffs on certain countries and commodities.

In response, certain foreign

trading partners have imposed, and may continue to impose, retaliatory tariffs on certain U.S.

Although the Supreme Court recently

invalidated the tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), certain tariff rates and

obligations established through trade agreements negotiated while IEEPA tariffs were in effect remain in force.

In addition, the current

administration has announced widely applicable tariffs pursuant to other statutory authorities, including the Trade Act of 1974, effective

February 24, 2026, and has indicated that it will continue seeking to impose tariffs through additional statutory authorities.

and implications of the Supreme Court’s decision may create further market uncertainty, including with respect to the availability

of refunds for tariffs previously collected under IEEPA and the imposition of new tariffs under alternative authorities.

These developments have created

significant uncertainty about the future relationship between the United States and various other countries with respect to trade policies,

treaties and the imposition of new or increased tariffs.Such developments, or the continued uncertainty relating to U.S.

trade policies,could

have a material adverse effect on global economic conditions and the stability of global financial markets, and may reduce global trade

and, in particular, trade between the impacted nations and the United States.

The uncertainty relating to U.S.

trade policies has also

contributed to increased market volatility.

Any of these factors could depress economic activity,restrict our portfolio companies’ access

to suppliers or customers, increase costs, decrease margins and reduce the competitiveness of products and services offered by our portfolio

companies.These factors may adversely affect the revenues and profitability of such portfolio companies and, in turn, negatively affect

our results of operations, which could cause the market price of our common stock to decline.

The ultimate impact of these or similar

future events on the United States and other economies, specific industries, our business or our portfolio companies cannot be predicted

with certainty;

however, any such impact could be material and adverse to us.

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

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with our investment objective.

such as the 6.00% Notes due 2026 and our 6.50% Convertible Notes due 2029, can magnify the potential for gain or loss on amounts invested and may increase the risk of

investing in us.

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

with investing in our securities.

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

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

Lenders of such senior securities would have

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

If the value of our assets increases,

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

not leveraged.

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

it otherwise would have had we not leveraged.

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

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

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

Leverage is generally considered a speculative investment

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

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

competitive pressures.

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

continue to do so in the future.

such as the 6.00% Notes due 2026 and our 6.50% Convertible Notes due 2029, can magnify the potential for gain or loss on amounts invested

and may increase the risk of investing in us.

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

investing in our securities.

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

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

Lenders of such senior securities would have fixed dollar

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

If the value of our assets increases, then leveraging

would cause the net asset value attributable to our common stock to increase more sharply than it would have had we not leveraged.

if the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had

we not leveraged.

Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net income

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

than it would have had we not borrowed.

Leverage is generally considered a speculative investment technique.

Our ability to service the

6.00% Notes due 2026, the 6.50% Convertible Notes due 2029 or any borrowings under any other future debt that we incur will depend largely

on our financial performance and will be subject to prevailing economic conditions and competitive pressures.

As a result of our use

of leverage, we have experienced a substantial increase in operating expenses and may continue to do so in the future.

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

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Corresponding return to common stockholder (1)

Assumes $209.4 million in

total portfolio assets excluding U.S.

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

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

$225.5 million in total portfolio assets, and $70.8 million in outstanding debt related to

our 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029 as of December 31, 2025.

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

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

shares of our common stock would be exposed to incremental

risk of loss;

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

than if we did not use leverage;

any depreciation in the value of our assets may magnify losses

associated with an investment and could totally eliminate the value of an asset to us;

if we do not appropriately match the assets and liabilities

of our business and interest or dividend rates on such assets and liabilities, adverse changes in interest rates could reduce or eliminate

the incremental income we make with the proceeds of any leverage;

our ability to pay dividends on our common stock may be restricted

if our asset coverage ratio, as provided in the 1940 Act, is not at least 200% (or 150% if certain requirements are met), and any amounts

used to service indebtedness or preferred stock would not be available for such dividends;

any future credit facility

we may enter into would be subject to periodic renewal by the lenders party thereto, whose continued participation cannot be

such securities would be governed by an indenture or other

instrument containing covenants restricting our operating flexibility or affecting our investment or operating policies, and may require

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

therefore, a decrease in

the value of our investments would have a greater negative impact on the value of our common

stock than if we did not use leverage;

depreciation in the value of our assets may magnify losses associated with an investment

and could totally eliminate the value of an asset to us;

we do not appropriately match the assets and liabilities of our business and interest or

dividend rates on such assets and liabilities, adverse changes in interest rates could reduce

or eliminate the incremental income we make with the proceeds of any leverage;

ability to pay dividends on our common stock may be restricted if our asset coverage ratio,

as provided in the 1940 Act, is not at least 200% (or 150% if certain requirements are met),

and any amounts used to service indebtedness or preferred stock would not be available for

such dividends;

future credit facility we may enter into would be subject to periodic renewal by the lenders

party thereto, whose continued participation cannot be guaranteed;

securities would be governed by an indenture or other instrument containing covenants restricting

our operating flexibility or affecting our investment or operating policies, and may require

us to pledge assets or provide other security for such indebtedness;

we, and indirectly our common stockholders, bear the entire

cost of issuing and paying interest or dividends on such securities;

if we issue preferred stock, the special voting rights and

preferences of preferred stockholders may result in such stockholders having interests that are not aligned with the interests

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

rights of our common stockholders;

any convertible or exchangeable securities that we issue may

have rights, preferences and privileges more favorable than those of our common shares;

any custodial relationships associated with our use of leverage

would conform to the requirements of the 1940 Act, and no creditor would have veto power over our investment policies, strategies, objectives

or decisions except in an event of default or if our asset coverage was less than 200% (or 150% if certain requirements are met).

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

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

If the value of our assets declines,

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

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

and indirectly our common stockholders, bear the entire cost of issuing and paying interest

or dividends on such securities;

we issue preferred stock, the special voting rights and preferences of preferred stockholders

may result in such stockholders having interests that are not aligned with the interests

of our common stockholders, and the rights of our preferred stockholders to dividends and

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

convertible or exchangeable securities that we issue may have rights, preferences and privileges

more favorable than those of our common shares;

custodial relationships associated with our use of leverage would conform to the requirements

of the 1940 Act, and no creditor would have veto power over our investment policies, strategies,

objectives or decisions except in an event of default or if our asset coverage was less than

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

Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue

senior securities only in amounts such that our asset coverage ratio equals at least 200% (or 150% if certain requirements are satisfied)

after each issuance of senior securities.

If the value of our assets declines, we may be unable to satisfy this test and we may be required

to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our senior securities at a time

when such sales may be disadvantageous.

we default under any future borrowing facility we enter into or are unable to amend, repay or refinance any such facility on commercially

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including the typical risks associated with leverage.

may in the future issue additional debt securities or preferred stock and/or borrow money from banks or other financial

institutions, which we refer to collectively (along with the 6.00% Notes due 2026 and the 6.50% Convertible Notes due 2029) as “senior securities,” up to the

maximum amount permitted by the 1940 Act.

may in the future issue additional debt securities or preferred stock and/or borrow money from banks or other financial institutions,

which we refer to collectively (along with the 6.00% Notes due 2026 and the 6.50% Convertible Notes due 2029) as “senior securities,”

up to the maximum amount permitted by the 1940 Act.

Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior

securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 200% (or 150% if certain

requirements are met) of gross assets less all liabilities and indebtedness not represented by senior securities, after each

issuance of senior securities.

securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 200% (or 150% if certain conditions

are satisfied) of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities.

If the value of our assets declines, we may be unable to satisfy this test.

If that happens, we may

be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness

at a time when such sales may be disadvantageous.

Furthermore, any amounts that we use to service our indebtedness would not be

available for distributions to our common stockholders.

of the costs of offering and servicing the 6.00% Notes due 2026, the 6.50% Convertible Notes due 2029 and any additional debt or

preferred stock we may issue in the future, including interest payments thereon, will be borne by our common stockholders.

interests of the holders of the 6.00% Notes due 2026, the 6.50% Convertible Notes due 2029 and any additional debt or preferred

stock we may issue will not necessarily be aligned with the interests of our common stockholders.

In particular, the rights of

holders of the 6.00% Notes due 2026, the 6.50% Convertible Notes due 2029 and any other debt or preferred stock we mato receive interest or principal repayment will be senior to

those of our common stockholders.

Also, in the event we issue preferred stock, the holders of such preferred stock will have the

ability to elect two members of our Board of Directors.

If that happens, we may be required to sell a portion of

our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous.

Furthermore, any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders.

of the costs of offering and servicing the 6.00% Notes due 2026, the 6.50% Convertible Notes due 2029 and any additional debt or preferred

stock we may issue in the future, including interest payments thereon, will be borne by our common stockholders.

The interests of the

holders of the 6.00% Notes due 2026, the 6.50% Convertible Notes due 2029 and any additional debt or preferred stock we may issue will

not necessarily be aligned with the interests of our common stockholders.

In particular, the rights of holders of the 6.00% Notes due

2026, the 6.50% Convertible Notes due 2029 and any other debt or preferred stock we mato receive interest or principal repayment will

be senior to those of our common stockholders.

Also, in the event we issue preferred stock, the holders of such preferred stock will

have the ability to elect two members of our Board of Directors.

In addition, we may grant a lender a security interest in a significant

1 unchanged sentence

security interest in our assets.

In no event, however, will any lender to us have any veto power over, or any vote with respect to,

any change in our, or approval of any new, investment objective or investment policies or strategies.

In no event, however, will any lender to us have any veto power over, or any vote with respect to, any

change in our, or approval of any new, investment objective or investment policies or strategies.

are not generally able to issue and sell our common stock at a price below NAV per share.

We may, however, sell our common stock, or

warrants, options or rights to acquire our common stock, at a price below the then-current NAV per share of our common stock if our

Board of Directors determines that such sale is in the best interests of the Company and our stockholders, and our stockholders

approve such sale.

In any such case, the price at which our securities are to be issued and sold may not be less than a price which,

in the determination of our Board of Directors, closely approximates the market value of such securities (less any distributing

commission or discount).

We are also generally prohibited under the 1940 Act from issuing securities convertible into voting

securities without obtaining the approval of our existing stockholders.

warrants, options or rights to acquire our common stock, at a price below the then-current NAV per share of our common stock if our Board

of Directors determines that such sale is in the best interests of the Company and our stockholders, and our stockholders approve such

In any such case, the price at which our securities are to be issued and sold may not be less than a price which, in the determination

of our Board of Directors, closely approximates the market value of such securities (less any distributing commission or discount).

are also generally prohibited under the 1940 Act from issuing securities convertible into voting securities without obtaining the approval

of our existing stockholders.

addition to regulatory requirements that restrict our ability to raise capital, the loan agreement governing any future credit facility

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facilities, including, without limitation, restrictions on incurring additional indebtedness, compliance with the asset coverage requirements

under the 1940 Act, a minimum NAV requirement, a limitation on the reduction of our NAV, and maintenance of RIC

and BDC status.

Such loan agreement may include usual and customary events of default for credit facilities of similar nature, including,

without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default

to certain other indebtedness, bankruptcy, and the occurrence of a material adverse effect.

under the 1940 Act, a minimum NAV requirement, a limitation on the reduction of our NAV, and maintenance of RIC and BDC status.

loan agreement may include usual and customary events of default for credit facilities of similar nature, including, without limitation,

nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to certain other

indebtedness, bankruptcy, and the occurrence of a material adverse effect.

ability to continue to comply with these covenants in the future depends on many factors, some of which are beyond our control.

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could have a material adverse effect on us and our stockholders.

elected to be treated as a RIC under Subchapter M of the Code beginning with our taxable year ended December 31, 2014, have

qualified to be treated as a RIC for subsequent taxable years and expect to continue to operate in a manner so as to qualify for the

tax treatment applicable to RICs.

elected to be treated as a RIC under Subchapter M of the Code beginning with our taxable year ended December 31, 2014, have qualified

to be treated as a RIC for subsequent taxable years and expect to continue to operate in a manner so as to qualify for the tax treatment

applicable to RICs.

Business—Material U.S.

Federal Income Tax Considerations” and

“Note 2—Significant Accounting Policies— U.S.

Federal and State Income Taxes ” and “Note

9—Income Taxes” to our Consolidated Financial Statements for the year ended December 31, 2024 for more

Federal Income Tax Considerations” and “Note 2—Significant

Accounting Policies— U.S.

Federal and State Income Taxes ” and “Note 9—Income Taxes” to our Consolidated

Financial Statements for the year ended December 31, 2025 for more information.

generally believe that it will be in our best interest to be treated as a RIC in any year in which we are profitable.

If we fail to

qualify for tax treatment as a RIC for any year in which we are profitable and such profits exceed certain loss carryforwards that

we are entitled to utilize, we will be subject to U.S.

federal income tax imposed at corporate rates, which could substantially

reduce our net assets, the amount of income available for distribution or reinvestment and the amount of our distributions.

failure could have a material adverse effect on us and our stockholders.

If we fail to qualify

for tax treatment as a RIC for any year in which we are profitable and such profits exceed certain loss carryforwards that we are entitled

to utilize, we will be subject to U.S.

federal income tax imposed at corporate rates, which could substantially reduce our net assets,

the amount of income available for distribution or reinvestment and the amount of our distributions.

Such a failure could have a material

adverse effect on us and our stockholders.

any year in which we intend to be treated as a RIC, we may be forced to dispose of investments at times when our management team would

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special tax treatment accorded to RICs.

qualify as a RIC, we must meet certain income source, asset diversification and annual distribution

requirements.

In order to satisfy the income source requirement, we must derive in each taxable year at least 90% of our gross income

from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities or foreign

currencies, other income derived with respect to our business of investing in such stock or securities or income from “qualified

publicly traded partnerships.” To qualify as a RIC, we must also meet certain asset diversification requirements at the end of

each quarter of our taxable year.

Failure to meet these tests in any year in which we intend to be treated as a RIC may result in our

having to dispose of certain investments quickly in order to prevent the loss of RIC status.

Because most of our investments are in private

companies, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

In addition, in order

to satisfy the Annual Distribution Requirement for a RIC, we must distribute at least 90% of our ordinary income and realized net short-term

capital gains in excess of realized net long-term capital losses, if any, to our stockholders on an annual basis.

We will be subject

to certain asset coverage ratio requirements under the 1940 Act and financial covenants under the terms of our indebtedness that could,

under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement.

unable to dispose of investments quickly enough to meet the asset diversification requirements at the end of a quarter or obtain cash

from other sources in order to meet the annual distribution requirement, we may fail to qualify and, thus, be subject to U.S.

qualify as a RIC, we must meet certain income source, asset diversification and annual distribution requirements.

In order to satisfy

the income source requirement, we must derive in each taxable year at least 90% of our gross income from dividends, interest, payments

with respect to certain securities loans, gains from the sale of stock or other securities or foreign currencies, other income derived

with respect to our business of investing in such stock or securities or income from “qualified publicly traded partnerships.”

To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each quarter of our taxable year.

to meet these tests in any year in which we intend to be treated as a RIC may result in our having to dispose of certain investments

quickly in order to prevent the loss of RIC status.

Because most of our investments are in private companies, any such dispositions could

be made at disadvantageous prices and could result in substantial losses.

In addition, in order to satisfy the Annual Distribution Requirement

for a RIC, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net

long-term capital losses, if any, to our stockholders on an annual basis.

We will be subject to certain asset coverage ratio requirements

under the 1940 Act and financial covenants under the terms of our indebtedness that could, under certain circumstances, restrict us from

making distributions necessary to satisfy the Annual Distribution Requirement.

If we are unable to dispose of investments quickly enough

to meet the asset diversification requirements at the end of a quarter or obtain cash from other sources in order to meet the annual

distribution requirement, we may fail to qualify and, thus, be subject to U.S.

federal income tax.

or regulatory tax changes could adversely affect our business and financial condition.

The rules dealing with U.S.

federal income taxation are constantly under

review by persons involved in the legislative process and by the Internal Revenue Service (“IRS”) and the U.S.

rules dealing with U.S.

federal income taxation are constantly under review by persons involved in the legislative process and by the

Internal Revenue Service (“IRS”) and the U.S.

Treasury Department.

Changes in tax laws, regulations or administrative interpretations or any amendments thereto could adversely affect us, the entities in

which we invest, or the holders of our securities, including our common stock and the 6.00% Notes due 2026.

Additionally, the Trump Administration

has proposed significant changes to the Code and existing U.S federal income tax regulations and there are a number of proposals in Congress

that would similarly modify the Code.

The likelihood of any such legislation being enacted is uncertain, but new legislation and any U.S.

Treasury regulations, administrative interpretations or court decisions interpreting such legislation could have adverse consequences,

including affecting our ability to qualify as a RIC or otherwise impacting the U.S.

Changes in tax laws, regulations or administrative interpretations

or any amendments thereto could adversely affect us, the entities in which we invest, or the holders of our securities, including our

common stock and the 6.00% Notes due 2026.

Additionally, the Trump Administration has proposed significant changes to the Code and existing

U.S federal income tax regulations and there are a number of proposals in Congress that would similarly modify the Code.

The likelihood

of any such legislation being enacted is uncertain, but new legislation and any U.S.

Treasury regulations, administrative interpretations

or court decisions interpreting such legislation could have adverse consequences, including affecting our ability to qualify as a RIC

or otherwise impacting the U.S.

federal income tax consequences to us and our investors.

Investors are urged to consult with their tax advisors with respect to the impact of this legislation and the status of any other regulatory

or administrative developments and proposals and their potential effect on an investment in our securities.

Investors are urged to consult with their tax

advisors with respect to the impact of this legislation and the status of any other regulatory or administrative developments and proposals

and their potential effect on an investment in our securities.

we expect to distribute substantially all of our net investment income and net realized capital gains to our stockholders, we will need

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federal income tax purposes as a RIC under Subchapter M of the Code.

If we meet certain

requirements, including source of income, asset diversification and distribution requirements, and if we continue to operate as a

BDC, we will continue to qualify for tax treatment as a RIC under the Code and will not be subject to U.S.

income taxes on income we

distribute to our stockholders as dividends, allowing us to substantially reduce or eliminate our U.S.

If we meet certain requirements,

including source of income, asset diversification and distribution requirements, and if we continue to operate as a BDC, we will continue

to qualify for tax treatment as a RIC under the Code and will not be subject to U.S.

income taxes on income we distribute to our stockholders

as dividends, allowing us to substantially reduce or eliminate our U.S.

federal income tax liability.

As a BDC, we are generally required to meet a coverage ratio of total assets to total senior securities, which includes all of our

borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if certain requirements are met) at the

time we issue any debt or preferred stock.

As a BDC, we are generally required

to meet a coverage ratio of total assets to total senior securities, which includes all of our borrowings and any preferred stock we

may issue in the future, of at least 200% (or 150% if certain conditions are satisfied) at the time we issue any debt or preferred stock.

This requirement limits the amount that we may borrow.

Because we will continue to need

capital to grow our investment portfolio, this limitation may prevent us from incurring debt or issuing preferred stock and require

us to raise additional equity at a time when it may be disadvantageous to do so.

We cannot assure you that debt and equity financing

will be available to us on favorable terms, or at all, and debt financings may be restricted by the terms of any of our outstanding

In addition, as a BDC, we are generally not permitted to issue common stock priced below NAV without

stockholder approval.

If additional funds are not available to us, we could be forced to curtail or cease new lending and investment

activities, and our NAV could decline.

Because we will continue to need capital to grow our investment portfolio, this

limitation may prevent us from incurring debt or issuing preferred stock and require us to raise additional equity at a time when it

may be disadvantageous to do so.

We cannot assure you that debt and equity financing will be available to us on favorable terms, or at

all, and debt financings may be restricted by the terms of any of our outstanding borrowings.

In addition, as a BDC, we are generally

not permitted to issue common stock priced below NAV without stockholder approval.

If additional funds are not available to us, we could

be forced to curtail or cease new lending and investment activities, and our NAV could decline.

may continue to choose to pay dividends in our common stock, in which case you may be required to pay tax in excess of the cash you receive.

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and an excise tax on stock repurchases by certain corporations.

We will assess the potential impact of these legislative

Such uncertainty and any resulting confusion may itself be detrimental to the efficient functioning of the markets and the success

of certain of our investment strategies.

We will assess the potential impact of these legislative changes.

uncertainty and any resulting confusion may itself be detrimental to the efficient functioning of the markets and the success of certain

of our investment strategies.

addition, as private equity firms become more influential participants in the U.S.

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there recently has been pressure for greater governmental scrutiny and/or regulation of the private equity industry.

It is unclear

as to what form and in what jurisdictions such enhanced scrutiny and/or regulation, if any, on the private equity industry may ultimately

It is unclear as

to what form and in what jurisdictions such enhanced scrutiny and/or regulation, if any, on the private equity industry may ultimately

Therefore, there can be no assurance as to whether any such scrutiny or initiatives will have an adverse impact on the private

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loss and the risks of investing in us in the same way as our borrowings.

stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any

preferred stock we issue must be cumulative.

Payment of such dividends and repayment of the liquidation preference of such preferred

stock must take preference over any dividends or other payments to our common stockholders, and preferred stockholders are not

subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated

Accordingly, any issuance of preferred stock that we effect would subject our stockholders, including our common

stockholders, to these risks.

stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any preferred

stock we issue must be cumulative.

Payment of such dividends and repayment of the liquidation preference of such preferred stock must

take preference over any dividends or other payments to our common stockholders, and preferred stockholders are not subject to any of

our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference.

any issuance of preferred stock that we effect would subject our stockholders, including our common stockholders, to these risks.

Board of Directors is authorized to reclassify any unissued shares of stock into one or more classes of preferred stock, which could

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of the rights of a class of our securities, if these actions were perceived by the holders of preferred shares as not in their best interests.

The issuance of preferred shares convertible into shares of common stock might also reduce the net income and NAV per share

of our common stock upon conversion.

The issuance of preferred shares convertible into shares of common stock might also reduce the net income and NAV per share of our common

stock upon conversion.

These effects, among others, could have an adverse effect on an investment in our common stock.

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have also adopted measures that may make it difficult for a third party to obtain control of us, including provisions of our charter

classifying our Board of Directors in three classes serving staggered three-year terms, and authorizing our Board of Directors,

without stockholder action, to classify or reclassify shares of our stock in one or more classes or series, including preferred

stock, to cause the issuance of additional shares of our stock, and to amend our charter without stockholder approval to increase or

decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to

These provisions, as well as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a

change in control that might otherwise be in the best interests of our stockholders.

classifying our Board of Directors in three classes serving staggered three-year terms, and authorizing our Board of Directors, without

stockholder action, to classify or reclassify shares of our stock in one or more classes or series, including preferred stock, to cause

the issuance of additional shares of our stock, and to amend our charter without stockholder approval to increase or decrease the aggregate

number of shares of stock or the number of shares of stock of any class or series that we have authority to issue.

These provisions,

as well as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise

be in the best interests of our stockholders.

are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively

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There could be:

sudden electrical or telecommunications outages;

natural disasters such as earthquakes, tornadoes and hurricanes;

sudden electrical or telecommunications

natural disasters such as

earthquakes, tornadoes and hurricanes;

disease pandemics;

events arising from local or larger scale political or social

matters, including terrorist acts;

events arising from local

or larger scale political or social matters, including terrorist acts;

cyber-attacks.

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Related to our Borrowings

Our borrowings, including the 6.00% Notes due 2026 and the 6.50% Convertible Notes due 2029 are unsecured and therefore

effectively subordinated to any future secured indebtedness we could incur.

The 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029 are not secured

by any of our assets or any of the assets of any of our subsidiaries.

As a result, these borrowings are effectively subordinated to any

future secured indebtedness we or our subsidiaries may incur in the future (or any indebtedness that is initially unsecured as to which

we subsequently grant a security interest) to the extent of the value of the assets securing such indebtedness.

In any liquidation, dissolution,

bankruptcy or other similar proceeding, the holders of any of our future secured indebtedness or secured indebtedness of our subsidiaries

may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before

the assets may be used to pay other creditors.

6.00% Notes due 2026 and 6.50% Convertible Notes due 2029 rank pari passu , which means equal in right of payment, with all

outstanding and future unsecured, unsubordinated indebtedness issued by us.

The 6.00% Notes due 2026 also rank pari passu

with, or equal to, our general liabilities (total liabilities, less debt).

In total, these general liabilities were approximately

$0.8 million as of December 31, 2024.

In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of such

indebtedness may assert rights equal to the holders of the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029, which may limit recovery by the holders of these debt securities.

borrowings, including the 6.00% Notes due 2026 and the 6.50% Convertible Notes due 2029 are unsecured and therefore effectively subordinated

to any future secured indebtedness we could incur.

6.00% Notes due 2026 and 6.50% Convertible Notes due 2029 are not secured by any of our assets or any of the assets of any of our subsidiaries.

As a result, these borrowings are effectively subordinated to any future secured indebtedness we or our subsidiaries may incur in the

future (or any indebtedness that is initially unsecured as to which we subsequently grant a security interest) to the extent of the value

of the assets securing such indebtedness.

In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any

of our future secured indebtedness or secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure

that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors.

6.00% Notes due 2026 and 6.50% Convertible Notes due 2029 rank pari passu , which means equal in right of payment, with all outstanding

and future unsecured, unsubordinated indebtedness issued by us.

The 6.00% Notes due 2026 also rank pari passu with, or equal to,

our general liabilities (total liabilities, less debt).

In total, these general liabilities were approximately $0.9 million as of December

In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of such indebtedness may assert rights

equal to the holders of the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029, which may limit recovery by the holders of these

debt securities.

6.00% Notes due 2026 are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.

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our or our subsidiaries’ ability to:

issue securities or otherwise incur additional indebtedness

or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the 6.00% Notes

due 2026, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to

the 6.00% Notes due 2026 to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by

one or more of our subsidiaries and which therefore is structurally senior to the 6.00% Notes due 2026 and (4) securities, indebtedness

or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in those entities and therefore rank

structurally senior to the 6.00% Notes due 2026 with respect to the assets of our subsidiaries, in each case other than an incurrence

of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) as modified by such provisions of Section 61(a)

of the 1940 Act as may be applicable to us from time to time or any successor provisions, whether or not we continue to be subject to

such provisions of the 1940 Act, but giving effect, in each case, to any exemptive relief granted to us by the SEC.

Currently, these

provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of

additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals 200% (or 150% if certain requirements are met)

after such borrowings.

Notwithstanding the foregoing, for the period of time during which the 6.00% Notes due 2026 are outstanding, we

will not seek the requisite approval under the 1940 Act of our Board of Directors or our shareholders to reduce our asset coverage below

In addition, we have agreed under the indenture that, for the period of time during which the 6.00% Notes due 2026 are outstanding,

we will not incur any indebtedness, unless at the time of the incurrence of such indebtedness we have an asset coverage (as defined in

the 1940 Act) of at least 300% after giving effect to the incurrence of such indebtedness and the application of the net proceeds therefrom;

pay dividends on, or purchase or redeem or make any payments

in respect of, capital stock or other securities ranking junior in right of payment to the 6.00% Notes due 2026, including subordinated

indebtedness, except that we have agreed under the indenture that, for the period of time during which the 6.00% Notes due 2026 are outstanding,

we will not violate Section 18(a)(1)(B) as modified by (i) Section 61(a) of the 1940 Act or any successor provisions thereto, whether

or not we are subject to such provisions of the 1940 Act and after giving effect to any exemptive relief granted to us by the SEC and

(ii) the following two exceptions:

securities or otherwise incur additional indebtedness or other obligations, including (1)

any indebtedness or other obligations that would be equal in right of payment to the 6.00%

Notes due 2026, (2) any indebtedness or other obligations that would be secured and therefore

rank effectively senior in right of payment to the 6.00% Notes due 2026 to the extent of

the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed

by one or more of our subsidiaries and which therefore is structurally senior to the 6.00%

Notes due 2026 and (4) securities, indebtedness or obligations issued or incurred by our

subsidiaries that would be senior to our equity interests in those entities and therefore

rank structurally senior to the 6.00% Notes due 2026 with respect to the assets of our subsidiaries,

in each case other than an incurrence of indebtedness or other obligation that would cause

a violation of Section 18(a)(1)(A) as modified by such provisions of Section 61(a) of the

1940 Act as may be applicable to us from time to time or any successor provisions, whether

or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in

each case, to any exemptive relief granted to us by the SEC.

Currently, these provisions

generally prohibit us from making additional borrowings, including through the issuance of

additional debt or the sale of additional debt securities, unless our asset coverage, as

defined in the 1940 Act, equals 200% (or 150% if certain requirements are met) after such

Notwithstanding the foregoing, for the period of time during which the 6.00%

Notes due 2026 are outstanding, we will not seek the requisite approval under the 1940 Act

of our Board of Directors or our shareholders to reduce our asset coverage below 200%.

addition, we have agreed under the indenture that, for the period of time during which the

6.00% Notes due 2026 are outstanding, we will not incur any indebtedness, unless at the time

of the incurrence of such indebtedness we have an asset coverage (as defined in the 1940

Act) of at least 300% after giving effect to the incurrence of such indebtedness and the

application of the net proceeds therefrom;

dividends on, or purchase or redeem or make any payments in respect of, capital stock or

other securities ranking junior in right of payment to the 6.00% Notes due 2026, including

subordinated indebtedness, except that we have agreed under the indenture that, for the period

of time during which the 6.00% Notes due 2026 are outstanding, we will not violate Section

18(a)(1)(B) as modified by (i) Section 61(a) of the 1940 Act or any successor provisions

thereto, whether or not we are subject to such provisions of the 1940 Act and after giving

effect to any exemptive relief granted to us by the SEC and (ii) the following two exceptions:

(A) we will be permitted to declare a cash dividend or distribution notwithstanding the prohibition

contained in Section 18(a)(1)(B) as modified by Section 61(a) of the 1940 Act or any successor provisions, but only up to such amount

as is necessary for us to maintain our status as a RIC under Subchapter M of the Code;

and (B) this restriction will not be triggered

unless and until such time as our asset coverage has not been in compliance with the minimum asset coverage required by Section 18(a)(1)(B)

as modified by Section 61(a) of the 1940 Act or any successor provisions (after giving effect to any exemptive relief granted to us by

the SEC) for more than six consecutive months.

Currently, these provisions would generally prohibit us from declaring any cash dividend

or distribution upon any class of our capital stock, or purchasing any such capital stock if our asset coverage, as defined in the 1940

Act, were below 200% (or 150% if certain requirements are met) at the time of the declaration of the dividend or distribution or the

purchase and after deducting the amount of such dividend, distribution or purchase.

Notwithstanding the foregoing, for the period of

time during which the 6.00% Notes due 2026 are outstanding, we will not seek the requisite approval under the 1940 Act of our Board of

Directors or our shareholders to reduce our asset coverage below 200%.

In addition, we have agreed under the indenture that, for the

period of time during which the 6.00% Notes due 2026 are outstanding, we will not purchase any shares of our outstanding capital stock,

unless at the time of any such purchase we have an asset coverage (as defined in the 1940 Act) of at least 300% after deducting the amount

of such purchase price;

sell assets (other than certain limited restrictions on our

ability to consolidate, merge or sell all or substantially all of our assets);

enter into transactions with affiliates;

create liens (including liens on the shares of our subsidiaries)

or enter into sale and leaseback transactions, except that we have agreed under the indenture to not incur any secured or unsecured indebtedness

that would be senior to the 6.00% Notes due 2026 while the 6.00% Notes due 2026 are outstanding, subject to certain exceptions;

make investments;

create restrictions on the payment of dividends or other amounts

to us from our subsidiaries.

contained in Section 18(a)(1)(B) as modified by Section 61(a) of the 1940 Act or any successor

provisions, but only up to such amount as is necessary for us to maintain our status as a

RIC under Subchapter M of the Code;

and (B) this restriction will not be triggered unless

and until such time as our asset coverage has not been in compliance with the minimum asset

coverage required by Section 18(a)(1)(B) as modified by Section 61(a) of the 1940 Act or

any successor provisions (after giving effect to any exemptive relief granted to us by the

SEC) for more than six consecutive months.

Currently, these provisions would generally prohibit

us from declaring any cash dividend or distribution upon any class of our capital stock,

or purchasing any such capital stock if our asset coverage, as defined in the 1940 Act, were

below 200% (or 150% if certain requirements are met) at the time of the declaration of the

dividend or distribution or the purchase and after deducting the amount of such dividend,

distribution or purchase.

Notwithstanding the foregoing, for the period of time during which

the 6.00% Notes due 2026 are outstanding, we will not seek the requisite approval under the

1940 Act of our Board of Directors or our shareholders to reduce our asset coverage below

In addition, we have agreed under the indenture that, for the period of time during

which the 6.00% Notes due 2026 are outstanding, we will not purchase any shares of our outstanding

capital stock, unless at the time of any such purchase we have an asset coverage (as defined

in the 1940 Act) of at least 300% after deducting the amount of such purchase price;

assets (other than certain limited restrictions on our ability to consolidate, merge or sell

all or substantially all of our assets);

into transactions with affiliates;

liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback

transactions, except that we have agreed under the indenture to not incur any secured or

unsecured indebtedness that would be senior to the 6.00% Notes due 2026 while the 6.00% Notes

due 2026 are outstanding, subject to certain exceptions;

restrictions on the payment of dividends or other amounts to us from our subsidiaries.

addition, the indenture governing the 6.00% Notes due 2026 does not require us to make an offer to purchase the 6.00% Notes due 2026

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for an indefinite period of time.

we default on our obligations to pay other indebtedness, we may not be able to make payments on the 6.00% Notes due 2026

or 6.50% Convertible Notes due 2029.

Any default under any agreements governing any of our existing or future

indebtedness that is not waived by the required lenders or holders of such indebtedness, and the remedies sought by lenders or the holders

of such indebtedness could make us unable to pay principal, premium, if any, and interest on the 6.00% Notes due 2026 or 6.50% Convertible

Notes due 2029 and substantially decrease the market value thereof.

If we are unable to generate sufficient cash flow and are otherwise

unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, if any, or

if we otherwise fail to comply with any covenants, including financial and operating covenants, as applicable, in the instruments governing

our indebtedness, if any, we could be in default under the terms of the agreements governing such indebtedness, including the 6.00% Notes

due 2026 and/or 6.50% Convertible Notes due 2029.

In the event of such default, the holders of such indebtedness could elect to declare

all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under any credit facility

or other debt we may enter into or incur in the future could elect to terminate their commitment, cease making further loans and institute

foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.

we default on our obligations to pay other indebtedness, we may not be able to make payments on the 6.00% Notes due 2026 or 6.50% Convertible

Notes due 2029.

default under any agreements governing any of our existing or future indebtedness that is not waived by the required lenders or holders

of such indebtedness, and the remedies sought by lenders or the holders of such indebtedness could make us unable to pay principal, premium,

if any, and interest on the 6.00% Notes due 2026 or 6.50% Convertible Notes due 2029 and substantially decrease the market value thereof.

If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal,

premium, if any, and interest on our indebtedness, if any, or if we otherwise fail to comply with any covenants, including financial

and operating covenants, as applicable, in the instruments governing our indebtedness, if any, we could be in default under the terms

of the agreements governing such indebtedness, including the 6.00% Notes due 2026 and/or 6.50% Convertible Notes due 2029.

of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together

with accrued and unpaid interest, the lenders under any credit facility or other debt we may enter into or incur in the future could

elect to terminate their commitment, cease making further loans and institute foreclosure proceedings against our assets, and we could

be forced into bankruptcy or liquidation.

ability to generate sufficient cash flow in the future is, to some extent, subject to general economic, financial, competitive, legislative

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obligations under the 6.00% Notes due 2026 and/or 6.50% Convertible Notes due 2029, our other debt, and to fund other liquidity needs.

our operating performance declines and we are not able to generate sufficient cash flow to service our debt obligations, we may in

the future need to refinance or restructure our debt, including any 6.00% Notes due 2026 and/or 6.50% Convertible Notes due 2029

sold, sell assets, reduce or delay capital investments, seek to raise additional capital or seek to obtain waivers from the lenders

under any credit facility or other debt we may enter into or incur in the future to avoid being in default.

If we are unable to

implement one or more of these alternatives, we may not be able to meet our payment obligations under the 6.00% Notes due 2026, the 6.50% Convertible Notes due 2029 and

any other debt.

If we are unable to repay debt, lenders having secured obligations could proceed against the collateral securing the

Because any future credit facilities will likely have customary cross-default provisions, if we have a default under the terms

of the 6.00% Notes due 2026 or the 6.50% Convertible Notes due 2029, the obligations under any future credit facility may be accelerated and we may be unable to repay or

finance the amounts due.

our operating performance declines and we are not able to generate sufficient cash flow to service our debt obligations, we may in the

future need to refinance or restructure our debt, including any 6.00% Notes due 2026 and/or 6.50% Convertible Notes due 2029 sold, sell

assets, reduce or delay capital investments, seek to raise additional capital or seek to obtain waivers from the lenders under any credit

facility or other debt we may enter into or incur in the future to avoid being in default.

If we are unable to implement one or more

of these alternatives, we may not be able to meet our payment obligations under the 6.00% Notes due 2026, the 6.50% Convertible Notes

due 2029 and any other debt.

If we are unable to repay debt, lenders having secured obligations could proceed against the collateral

securing the debt.

Because any future credit facilities will likely have customary cross-default provisions, if we have a default under

the terms of the 6.00% Notes due 2026 or the 6.50% Convertible Notes due 2029, the obligations under any future credit facility may be

accelerated and we may be unable to repay or finance the amounts due.

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

or after December 30, 2024, we may choose to redeem the 6.00% Notes due 2026 from time to time, especially if prevailing interest rates

are lower than the rate borne by the 6.00% Notes due 2026.

If prevailing rates are lower at the time of redemption, and we redeem the

6.00% Notes due 2026, a holder likely would not be able to reinvest the redemption proceeds in a comparable security at an effective

interest rate as high as the interest rate on the 6.00% Notes due 2026 being redeemed.

Our redemption right also may adversely impact

a holder’s ability to sell the 6.00% Notes due 2026 as the optional redemption date or period approaches.

We may choose to redeem the 6.00% Notes due 2026 from time to time, especially

if prevailing interest rates are lower than the rate borne by the 6.00% Notes due 2026.

If prevailing rates are lower at the time of redemption,

and we redeem the 6.00% Notes due 2026, a holder likely would not be able to reinvest the redemption proceeds in a comparable security

at an effective interest rate as high as the interest rate on the 6.00% Notes due 2026 being redeemed.

Our redemption right also may adversely

impact a holder’s ability to sell the 6.00% Notes due 2026 as the optional redemption date or period approaches.

downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or our securities, if any, could cause the

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These factors include, but are not limited to, the following:

price and volume fluctuations in the overall stock market from

time to time;

investor demand for our shares;

significant volatility in the market price and trading volume

of securities of RICs, BDCs or other financial services companies;

changes in regulatory policies or tax guidelines with respect

to RICs or BDCs;

failure to qualify as a RIC for a particular taxable year,

or the loss of RIC status;

actual or anticipated changes in our earnings or fluctuations

in our operating results or changes in the expectations of securities analysts;

general economic conditions and trends;

fluctuations in the valuation of our portfolio investments;

operating performance of companies comparable to us;

market sentiment against technology-related companies;

departures of any of the senior members of our management team.

and volume fluctuations in the overall stock market from time to time;

demand for our shares;

● significant

volatility in the market price and trading volume of securities of RICs, BDCs or other financial

services companies;

in regulatory policies or tax guidelines with respect to RICs or BDCs;

to qualify as a RIC for a particular taxable year, or the loss of RIC status;

or anticipated changes in our earnings or fluctuations in our operating results or changes

in the expectations of securities analysts;

economic conditions and trends;

● fluctuations

in the valuation of our portfolio investments;

performance of companies comparable to us;

sentiment against technology-related companies;

of any of the senior members of our management team.

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

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of our common stock have recently traded, and may in the future trade, at discounts from NAV or at premiums that may prove to be unsustainable.

of BDCs like us may, during some periods, trade at prices higher than their NAV per share and, during other periods, as frequently

occurs with closed-end investment companies, trade at prices lower than their NAV per share.

The perceived value of our investment

portfolio may be affected by a number of factors, including perceived prospects for individual companies we invest in, market

conditions for common stock generally, for IPOs and other exit events for venture capital-backed companies, and the mix of companies

in our investment portfolio over time.

Negative or unforeseen developments affecting the perceived value of companies in our

investment portfolio could result in a decline in the trading price of our common stock relative to our NAV per share.

possibility that our shares will trade at a discount from NAV or at premiums that are unsustainable are risks separate and distinct from

the risk that our NAV per share will decrease.

The risk of purchasing shares of a BDC that might trade at a discount or unsustainable

premium is more pronounced for investors who wish to sell their shares in a relatively short period of time because, for those investors,

realization of a gain or loss on their investments is likely to be more dependent upon changes in premium or discount levels than upon

increases or decreases in NAV per share.

of BDCs like us may, during some periods, trade at prices higher than their NAV per share and, during other periods, as frequently occurs

with closed-end investment companies, trade at prices lower than their NAV per share.

The perceived value of our investment portfolio

may be affected by a number of factors, including perceived prospects for individual companies we invest in, market conditions for common

stock generally, for IPOs and other exit events for venture capital-backed companies, and the mix of companies in our investment portfolio

Negative or unforeseen developments affecting the perceived value of companies in our investment portfolio could result in

a decline in the trading price of our common stock relative to our NAV per share.

The possibility

that our shares will trade at a discount from NAV or at premiums that are unsustainable are risks separate and distinct from the risk

that our NAV per share will decrease.

The risk of purchasing shares of a BDC that might trade at a discount or unsustainable premium

is more pronounced for investors who wish to sell their shares in a relatively short period of time because, for those investors, realization

of a gain or loss on their investments is likely to be more dependent upon changes in premium or discount levels than upon increases

or decreases in NAV per share.

As of March 10, 2026, the closing price of our common stock on the Nasdaq Global Select Market

was $5.27 per share, which represented an approximately 21.1% discount to our NAV of $6.68 per share as of December 31, 2024.

was $9.68 per share, which represented an approximately 19.7% premium to our NAV of $8.09 per share as of December 31, 2025.

may not be able to pay distributions to our stockholders and our distributions may not grow over time, particularly since we invest primarily

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

Concerns about U.S.

fiscal policy, including federal debt levels, budget

deficits, and recurring debates over the debt ceiling, could cause interest rates and borrowing costs to rise, which may negatively impact

both the perception of credit risk associated with our debt portfolio and our ability to access the debt markets on favorable terms.

by rating agencies to the U.S.

government’s credit rating or concerns about its credit and deficit levels in general could cause

interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our debt portfolio

and our ability to access the debt markets on favorable terms.

In addition, a decreased U.S.

government credit rating could create broader

financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our common stock.

Deterioration

in the economic conditions in the Eurozone and other regions or countries globally and the resulting instability in global financial

markets may pose a risk to our business.

Financial markets have been affected at times by a number of global macroeconomic events, including

the following:

large sovereign debts and fiscal deficits of several countries in Europe and in emerging markets jurisdictions, levels

of non-performing loans on the balance sheets of European banks, the effect of the United Kingdom leaving the European Union, instability

in the Chinese capital markets and bank failures.

Global market and economic disruptions have affected, and may in the future affect,

government’s credit rating or concerns about its creditworthiness could create broader financial turmoil

and uncertainty, which may weigh heavily on our financial performance and the value of our common stock.

Global economic conditions and geopolitical tensions pose ongoing risks

to our business and portfolio companies.

Financial markets have been affected by a number of factors, including:

geopolitical conflicts

such as the Russia-Ukraine war and ongoing tensions in the Middle East;

instability in global energy and commodity markets;

inflationary pressures and central bank policy responses;

economic slowdowns in major economies including China and the European Union;

sovereign debt concerns in emerging markets;

periodic banking sector stress and liquidity events;

and the lingering structural impacts

of prior global disruptions.

While the acute phase of the COVID-19 pandemic has passed, residual effects on supply chains, labor markets,

and business operations continue to affect certain sectors.

Global market and economic disruptions have affected, and may in the future

affect, the U.S.

capital markets, which could adversely affect our business, financial condition or results of operations.

We cannot assure you

that market disruptions in Europe and other regions or countries, including the increased cost of funding for certain governments and

financial institutions, will not impact the global economy, and we cannot assure you that assistance packages will be available, or if

available, be sufficient to stabilize countries and markets in Europe or elsewhere affected by a financial crisis.

To the extent uncertainty

regarding any economic recovery in Europe or elsewhere negatively impacts consumer confidence and consumer credit factors, our and our

portfolio companies’ business, financial condition and results of operations could be significantly and adversely affected.

there is a risk of both sector-specific and broad-based corrections and/or downturns in the equity and credit markets.

Any of the foregoing

could have a significant impact on the markets in which we operate and could have a material adverse impact on our business prospects

and financial condition.

We cannot assure

you that government assistance packages or central bank interventions will be available or sufficient to stabilize markets affected by

financial or economic crises.

To the extent that economic uncertainty, geopolitical instability, or policy changes negatively impact consumer

confidence, business investment, credit availability, or capital markets functioning, our and our portfolio companies’ business,

financial condition and results of operations could be significantly and adversely affected.

Moreover, there is a risk of both sector-specific

and broad-based corrections and/or downturns in the equity and credit markets.

Any of the foregoing could have a significant impact on

the markets in which we operate and could have a material adverse impact on our business prospects and financial condition.

social and political circumstances in the United States and around the world (including wars and other forms of conflict, terrorist acts,

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about presidential administration initiatives could negatively impact our business, financial condition and results of operations.

Trump Administration has called for significant changes to U.S.

Changes in presidential administrations have called for significant changes

trade, healthcare, immigration, foreign and government regulatory policy.

In this regard, there is significant uncertainty with respect to legislation, regulation and government policy at the federal level,

as well as the state and local levels.

Recent events have created a climate of heightened uncertainty and introduced new and difficult-to-quantify

macroeconomic and political risks with potentially far-reaching implications.

There has been a corresponding meaningful increase in the

uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes and fiscal and monetary policy.

To the extent

Following the 2024 presidential election and transition

to a new administration in January 2025, there is significant uncertainty with respect to legislation, regulation and government policy

at the federal level, as well as the state and local levels.

Policy shifts associated with changes in administrations have created a climate

of heightened uncertainty and introduced new and difficult-to-quantify economic and political risks with potentially far-reaching implications.

There has been a corresponding meaningful increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade

volumes and fiscal and monetary policy.

To the extent the U.S.

Congress or the current administration implements changes to U.S.

policy, those changes may impact, among other things, the

and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S.

environment, inflation and other areas.

particular area identified as subject to potential change, amendment or repeal includes the Dodd-Frank Act, including the Volcker Rule

and various swaps and derivatives regulations, credit risk retention requirements and the authorities of the Federal Reserve, the Financial

Stability Oversight Council and the SEC.

Given the uncertainty associated with the manner in which and whether the provisions of the

Dodd-Frank Act will be implemented, repealed, amended, or replaced, the full impact such requirements will have on our business, results

of operations or financial condition is unclear.

The changes resulting from the Dodd-Frank Act or any changes to the regulations already

implemented thereunder may require us to invest significant management attention and resources to evaluate and make necessary changes

in order to comply with new statutory and regulatory requirements.

Failure to comply with any such laws, regulations or principles, or

changes thereto, may negatively impact our business, results of operations or financial condition.

While we cannot predict what effect

any changes in the laws or regulations or their interpretations would have on us as a result of recent financial reform legislation,

these changes could be materially adverse to us and our stockholders.

those changes may impact, among other things, the U.S.

and global economy, international trade and relations, unemployment, immigration,

corporate taxes, healthcare, the U.S.

regulatory environment, inflation and other areas.

For example, the current administration has announced

or implemented policies affecting tariffs, trade relationships, federal agency operations, DEI initiatives, environmental regulations,

and financial services oversight, which may affect our business and portfolio companies.

A particular area identified as subject to potential change, amendment

or repeal includes the Dodd-Frank Act, including the Volcker Rule and various swaps and derivatives regulations, credit risk retention

requirements and the authorities of the Federal Reserve, the Financial Stability Oversight Council and the SEC.

Additionally, changes

to the structure, funding, or priorities of federal regulatory agencies, including the SEC, could affect the regulatory environment in

which we operate.

Given the uncertainty associated with the manner in which and whether the provisions of the Dodd-Frank Act will be implemented,

repealed, amended, or replaced, the full impact such requirements will have on our business, results of operations or financial condition

The changes resulting from the Dodd-Frank Act or any changes to the regulations already implemented thereunder may require

us to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory

and regulatory requirements.

Failure to comply with any such laws, regulations or principles, or changes thereto, may negatively impact

our business, results of operations or financial condition.

While we cannot predict what effect any changes in the laws or regulations

or their interpretations would have on us as a result of financial reform legislation or future policy changes, these changes could be

materially adverse to us and our stockholders.

attacks, acts of war or natural disasters may affect any market for our securities, impact the businesses in which we invest and harm

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frequency in the future.

The rapid evolution and scale of artificial intelligence technologies also may increase the likelihood or effectiveness

of cyber-attacks.

The occurrence of a disaster, such as a cyber-attack against us or against a third party that has access to

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and retrieval systems, or impact the availability, integrity, or confidentiality of our data.

business operations rely upon secure information technology systems for data processing, storage and reporting.

Despite careful security

and controls design, implementation and updating, our information technology systems could become subject to cyber-attacks.

system, application and data breaches could result in operational disruptions or information misappropriation, which could have a material

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

Our business operations rely upon secure information technology systems

for data processing, storage and reporting.

Despite careful security and controls design, implementation and updating, our information

technology systems could become subject to cyber-attacks, including malware and computer virus attacks, unauthorized access, physical

and electronic break-ins, unauthorized tampering, system failures and disruptions.

Network, system, application and data breaches could

result in operational disruptions, information misappropriation, theft, publication, deletion or modification of private and sensitive

information (including nonpublic personal information related to stockholders and material non-public information), damage to our reputation,

financial losses, litigation, regulatory penalties, customer dissatisfaction or loss, and increased costs associated with mitigation and

We and our portfolio companies are subject to numerous laws and regulations relating to privacy and data protection.

scope of data protection and privacy laws and regulations is rapidly evolving and subject to differing interpretations.

Any inability

or perceived inability to adequately address privacy concerns or comply with applicable laws and regulations could result in regulatory

and third-party liability, increased costs, disruption to operations, and reputational damage.

occurrence of a disaster such as a cyber-attack, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated

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in the event of a disaster, our ability to effectively conduct our business could be severely compromised.

depend heavily upon computer systems to perform necessary business functions.

Despite our implementation of a variety of security measures,

our computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized

Like other companies, we may experience threats to our data and systems, including malware and computer virus attacks, unauthorized

access, system failures and disruptions.

If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary

We depend heavily upon computer systems to perform necessary business functions.

Despite our implementation of a variety of security measures, our computer systems could be subject to cyber-attacks and unauthorized

Like other companies, we may experience threats to our data and systems that could potentially jeopardize the confidential, proprietary

and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions

or malfunctions in our operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory

penalties and/or customer dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and

If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete

or modify private and sensitive information, including nonpublic personal information related to stockholders (and their beneficial owners)

and material non-public information.

The systems we have implemented to manage risks relating to these types of events could prove to

be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately

secure private information.

Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial

or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm

and preventing them from being addressed appropriately.

The failure of these systems or of disaster recovery plans for any reason could

cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive

data, including personal information relating to stockholders, material non-public information and other sensitive information in our

or malfunctions in our operations.

The systems we have implemented to manage cybersecurity risks could prove to be inadequate and, if

compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information.

Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may

not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them

from being addressed appropriately.

The failure of these systems or of disaster recovery plans for any reason could cause significant

interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data.

disaster or a disruption in the infrastructure that supports our business, including a disruption involving electronic communications

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as described above.

addition, cybersecurity has become a top priority for regulators around the world, and some jurisdictions have enacted laws requiring

companies to notify individuals of data security breaches involving certain types of personal data.

If we fail to comply with the relevant

laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention

or reputational damage.

the increased use of mobile and cloud technologies due to the proliferation of remote work could heighten these and other operational risks as certain aspects of the security of such technologies may be complex and

unpredictable.

Reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard

their systems and prevent cyber-attacks could disrupt our operations, the operations of a portfolio company or the operations of our

or their service providers and result in misappropriation, corruption or loss of personal, confidential or proprietary information or

the inability to conduct ordinary business operations.

In addition, there is a risk that encryption and other protective measures may

be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available.

period of remote working, whether by us, our portfolio companies, or our third-party providers, could strain technology resources and

introduce operational risks, including heightened cybersecurity risk.

Remote working environments may be less secure and more susceptible

to hacking attacks, including phishing and social engineering attempts.

Accordingly, the risks described above are heightened under current

the increased use of mobile and cloud technologies due to the proliferation of remote work could heighten these and other operational

risks as certain aspects of the security of such technologies may be complex and unpredictable.

Reliance on mobile or cloud technology

or any failure by mobile technology and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could

disrupt our operations, the operations of a portfolio company or the operations of our or their service providers and result in misappropriation,

corruption or loss of personal, confidential or proprietary information or the inability to conduct ordinary business operations.

addition, there is a risk that encryption and other protective measures may be circumvented, particularly to the extent that new computing

technologies increase the speed and computing power available.

An extended period of remote working, whether by us, our portfolio companies,

or our third-party providers, could strain technology resources and introduce operational risks, including heightened cybersecurity risk.

Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.

Accordingly, the risks described above are heightened under current conditions.

Technological

innovations and industry disruptions, including those related to artificial intelligence and machine learning, may negatively impact

continues to be significant evolution and developments in the use of artificial intelligence and machine learning technology (“AI”),

such as ChatGPT.

We cannot fully determine the impact or cybersecurity risk of such evolving technology to our business at this time.

AI has the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which we

invest, and any such changes could render our models obsolete or create new and unpredictable operational, legal and/or regulatory risks.

We may incorporate, directly or through third-party vendors, the use of AI into our business and operations, and anticipate that usage

and adoption of AI in the marketplace will continue to grow.

with many disruptive innovations, AI presents risks and challenges that could affect its accuracy, adoption and therefore our business.

While we intend the use of any AI to make processes more efficient, AI models may not achieve sufficient levels of accuracy.

AI algorithms

may be flawed, the datasets on which such algorithms are trained may be insufficient, raise privacy concerns or contain biased information,

and AI could provide results that contain, in whole or in part, inaccurate information, which may be difficult to identify.

difficult or impossible to modify such AI to eliminate these occurrences.

Any such inaccuracies or errors could undermine the decisions,

predictions or analysis AI applications produce, subjecting us to competitive harm, legal liability, and brand or reputational harm.

Conversely, to the extent competitors utilize AI more extensively than we and our portfolio companies, there is a possibility that such

competitors will gain a competitive advantage.

and our portfolio companies could be exposed to the risks of AI if third-party service providers or any counterparties use AI in their

business activities.

We are not in a position to control the use of AI in third-party products or services.

A number of jurisdictions

have passed laws and implemented regulations, or are considering the same, related to the use of AI and affecting AI companies, which

could limit or adversely affect our business, the impact of which is unknown.

Further, we may not be able to control how third-party

AI technologies that we choose to use are developed or maintained, or how data we input is used or disclosed, even where we have sought

contractual protections with respect to these matters.

Use of AI could include the input of confidential information (including material

non-public information) in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such

confidential information becoming part of a dataset that is accessible by other third-party AI applications and users.

The misuse or

misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations

and/or actions.

AI and its applications, including in the private investment and financial sectors, are likely to continue to develop

rapidly, and it is impossible to predict the future risks that may arise from such developments.

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

What changed 10-K

Item 1A. Risk Factors