What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2021-03-12 compared with 2020-03-13 · 1168 added, 1105 removed, 1217 unchanged (65% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

Consolidated Statements of Assets and Liabilities as of December 31, 2020 and 2019

6 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Sutter Rock Capital Corp.

Opinion on the Consolidated Financial Statements and Financial Highlights

We have audited the accompanying consolidated statements of assets and liabilities of Sutter Rock Capital Corp.

and subsidiaries (the “Company”) including the consolidated schedule of investments as of December 31, 2019, the related consolidated statements of operations, cash flows, and changes in net assets for the year ended December 31, 2019, the financial highlights (presented in Note 8) for the year then ended, and the related notes.

In our opinion, the consolidated financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations, changes in net assets, and cash flows for the year ended December 31, 2019, and the financial highlights for the year then ended in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2019, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 13, 2020, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

To the Shareholders and Board of Directors of SuRo Capital Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities of SuRo Capital Corp.

and subsidiaries (the “Company”) including the consolidated schedule of investments as of December 31, 2020 and 2019, the related consolidated statements of operations, cash flows, and changes in net assets for the years ended December 31, 2020 and 2019, the financial highlights (presented in Note 8) for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations, changes in net assets, and cash flows for the years ended December 31, 2020 and 2019, and the financial highlights for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements and financial highlights are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's consolidated financial statements and financial highlights based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and financial highlights are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements and financial highlights.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and financial highlights.

Our procedures included confirmation of investments owned as of December 31, 2019, by correspondence with the custodian, loan agents, and borrowers;

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our procedures included confirmation of investments owned as of December 31, 2020 and 2019, by correspondence with the custodian, loan agents, and borrowers;

when replies were not received, we performed other auditing procedures.

We believe that our audit provides a reasonable basis for our opinion.

We believe that our audits provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Valuation of Investments – Level 3 Investments in Preferred Stock and Common Stock

As described in Note 4 to the consolidated financial statements, approximately 41% of the Company’s $431 million total investments in securities as of December 31, 2020 represents investments in level 3 common stock and preferred stock issued by private companies whose fair value, as disclosed by management, is determined in good faith by the Board of Directors.

Management applied significant judgment in determining the fair value of these level 3 investments, which involved the use of significant unobservable inputs with respect to the revenue and/or other multiples utilized, discounts rates and precedent transactions.

The principal considerations for our determination that performing procedures relating to the valuation of level 3 investments in preferred stock and common stock is a critical audit matter are the significant judgment involved by management in determining the fair value of these level 3 investments, including the use of various valuation techniques and significant unobservable inputs, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing audit procedures and evaluating the audit evidence obtained relating to the valuation techniques and significant unobservable inputs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements and financial highlights.

Our principle audit procedures included, among others,

(i) testing the completeness and accuracy of management’s valuations, including evaluating the appropriateness of management’s methodologies, evaluating the reasonableness of assumptions and significant unobservable inputs;

including revenue and/or other multiples utilized, discounts rates and precedent transactions and;

(ii) the involvement of professionals with specialized skills and knowledge to assist in the assessment of the fair values for a sample of investments, including reviewing the valuation methodologies, assessing the assumptions utilized in developing the estimates, and evaluating the reasonableness of management’s conclusions in deriving the valuations.

/s/ Marcum LLP

2 unchanged sentences

We have served as the Company’s auditor since 2019.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON

INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Shareholders and Board of Directors of

Sutter Rock Capital Corp.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Sutter Rock Capital Corp.

and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of assets and liabilities including the consolidated schedule of investments as of December 31, 2019, the related consolidated statements of operations, cash flows, changes in net assets and the financial highlights for the year ended December 31, 2019 of the Company, and our report dated March 13, 2020 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting”.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate.

/s/ Marcum LLP

San Francisco, CA

March 13, 2020

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Sutter Rock Capital Corp.

To the shareholders and the Board of Directors of SuRo Capital Corp.

Opinion on the Consolidated Financial Statements and Financial Highlights

We have audited the accompanying consolidated statements of assets and liabilities of Sutter Rock Capital Corp.

and subsidiaries (the "Company"), including the consolidated schedule of investments, as of December 31, 2018, the related consolidated statements of operations, cash flows, and changes in net assets for each of the two years in the period ended December 31, 2018, the financial highlights (presented in Note 8) for each of the four years in the period then ended, and the related notes.

In our opinion, the consolidated financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2018, and the financial highlights for each of the four years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

We have audited the SuRo Capital Corp.

(formerly known as "Sutter Rock Capital Corp." and "GSV Capital Corp.") and subsidiaries (the "Company"), statements of operations, cash flows, and changes in net assets for the year ended December 31, 2018, the financial highlights (presented in Note 8) for the three years then ended, and the related notes.

In our opinion, the consolidated financial statements and financial highlights present fairly, in all material respects, the results of its operations, changes in net assets, and cash flows for the year ended December 31, 2018, and the financial highlights for the three years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

8 unchanged sentences

Our procedures included confirmation of investments owned as of December 31, 2018, by correspondence with the custodian, loan agents, and borrowers;

when replies were not received, we performed other auditing procedures.

We believe that our audits provide a reasonable basis for our opinion.

4 unchanged sentences

In 2019 we became the predecessor auditor.

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2020 December 31, 2019

Investments at fair value:

6 unchanged sentences

Total Investments (cost of $316,365,927 and $200,582,363, respectively) 430,779,774 241,585,578

Cash 45,793,724 44,861,263

Escrow proceeds receivable 852,462 265,303

2 unchanged sentences

Prepaid expenses and other assets (1)

985,550 1,755,933

Total Assets 478,875,704 288,564,089

Accounts payable and accrued expenses (1)

Accrued incentive fees, net of waiver of incentive fees (1)

Accrued management fees, net of waiver of management fees (1)

762,312 1,143,923

Payable to executive officers — 1,369,873

2 unchanged sentences

Payable for securities purchased 134,250,000 44,746,660

Deferred tax liability

Income tax payable 35,850 —

4.75% Convertible Senior Notes due March 28, 2023 (2)

37,395,437 38,803,635

Total Liabilities 177,292,631 88,646,800

Commitments and contingencies (Notes 7 and 10)

Net Assets $ 301,583,073 $ 199,917,289

Common stock, par value $0.01 per share (100,000,000 authorized;

1 unchanged sentence

Paid-in capital in excess of par 222,002,592 178,550,374

Unearned deferred compensation (200,000) —

Accumulated net investment loss (40,193,778) (25,679,362)

Accumulated net realized gain/(loss) on investments

Accumulated net realized gain on investments, net of distributions 5,361,270 5,867,417

Accumulated net unrealized appreciation/(depreciation) of investments 114,413,849 41,003,218

Net Assets $ 301,583,073 $ 199,917,289

Net Asset Value Per Share $ 15.14 $ 11.38

1 unchanged sentence

__________________________________________________

This balance references a related-party transaction.

Refer to “Note 3—Related-Party Arrangements” for more detail.

As of December 31, 2019 and December 31, 2018 , the 4.75% Convertible Senior Notes due March 28, 2023 had a face value of $40,000,000 .

Refer to “Note 10—Debt Capital Activities” for a reconciliation of the carrying value to the face value.

(1) This balance includes a right of use asset and corresponding operating lease liability, respectively.

Refer to "Note 7—Commitments and Contingencies— Operating Leases and Related Deposits " for more detail.

SUTTER ROCK CAPITAL CORP.

(2) As of December 31, 2020 and December 31, 2019, the 4.75% Convertible Senior Notes due March 28, 2023 had a face value of $38,215,000 and $40,000,000, respectively.

Refer to “Note 10—Debt Capital Activities” for a reconciliation of the carrying value to the face value.

SURO CAPITAL CORP.

AND SUBSIDIARIES

1 unchanged sentence

Year Ended December 31,

2020 2019 2018

INVESTMENT INCOME

3 unchanged sentences

Non-controlled/affiliate investments:

Interest income

Interest income/(reversal of interest income accrual) (29,184) 108,395 581,813

Dividend income 317,617 — —

Controlled investments:

4 unchanged sentences

Management fees (1)

— 848,723 5,199,900

Incentive fees/(Reversal of incentive fee accrual) (1)

— (4,660,472) 382,387

Costs incurred under Administration Agreement (1)

— 306,084 1,702,047

Compensation expense (2)

8,801,841 4,286,972 —

Directors’ fees 445,000 383,370 345,000

5 unchanged sentences

Management fee waiver (1)

— — (892,421)

Incentive fee waiver (1)

— — (5,000,000)

Total operating expenses, net of waiver of management and incentive fees 16,338,543 10,946,792 9,252,413

Net Investment Loss (14,514,416) (9,451,068) (7,634,577)

Realized Gains/(Losses) on Investments:

Realized Gain/(Loss) on Investments:

Non-controlled/non-affiliated investments 16,441,223 32,625,663 (7,432,939)

2 unchanged sentences

Net Realized Gain/(Loss) on Investments 16,441,223 19,179,340 (7,433,619)

Realized loss on partial repurchase of 5.25% Convertible Senior Notes due 2018

Realized loss on partial repurchase of 5.25% Convertible Senior Note due 2018 — — (397,846)

Change in Unrealized Appreciation/(Depreciation) of Investments:

6 unchanged sentences

Net Change in Net Assets Resulting from Operations per Common Share:

Basic $ 4.21 $ 1.24 $ 0.04

$ 3.56 $ 1.14 $ 0.04

Weighted-Average Common Shares Outstanding

Basic 17,910,353 19,328,414 20,617,890

21,790,898 23,069,622 20,617,890

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS –continued

____________________________________________________________________________________________________________________________

1 unchanged sentence

Refer to “Note 3—Related-Party Arrangements” for more detail.

This balance includes stock-based compensation to executive officers and employees.

(2) For the year ended December 31, 2020, this balance includes $1,962,431 of accelerated recognition of compensation cost related to the cancellation of unvested options on April 28, 2020.

Refer to "Note 11— Stock-Based Compensation" for more detail.

For the years ended December 31, 2019, 2018, and 2017 , 0, 6,079,068, and 5,751,815 potentially dilutive common shares, respectively, were excluded from the weighted-average common shares outstanding for diluted net increase in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive.

(3) For the years ended December 31, 2020, 2019, and 2018, 0, 0, and 6,079,068 potentially dilutive common shares were excluded from the weighted-average common shares outstanding for diluted net increase in net assets resulting from operations per common share because the effect of these shares would have been anti-dilutive.

Refer to “Note 6—Net Change in Net Assets Resulting from Operations per Common Share—Basic and Diluted”.

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

1 unchanged sentence

Year Ended December 31,

2020 2019 2018

Change in Net Assets Resulting from Operations

9 unchanged sentences

Change in Net Assets Resulting from Capital Transactions

Issuance of common stock from public offering 49,882,319 — —

Issuance of common stock from conversion of 4.75% Convertible Notes due 2023 1,810,956 — —

Stock-based compensation (1)

1,962,431 998,355 —

Repurchases of common stock (10,379,994) (14,792,364) (10,276,450)

Net Decrease in Net Assets Resulting from Capital Transactions

Net Increase/(Decrease) in Net Assets Resulting from Capital Transactions 43,275,712 (13,794,009) (10,276,450)

Total Change in Net Assets 101,665,784 4,539,130 (9,384,707)

3 unchanged sentences

Shares outstanding at beginning of year 17,564,244 19,762,647 21,246,345

Shares issued

Issuance of common stock from public offering 3,808,979 — —

Issuance of common stock under restricted stock plan 21,760 — —

Issuance of common stock from conversion of 4.75% Convertible Notes due 2023 174,888 — —

Shares repurchased (1,655,848) (2,198,403) (1,483,698)

1 unchanged sentence

See accompanying notes to consolidated financial statements.

SUTTER ROCK CAPITAL CORP.

____________________________________________________________________________________________________________________________

(1) For the year ended December 31, 2020, this balance includes $1,962,431 of accelerated recognition of compensation cost related to the cancellation of unvested options on April 28, 2020.

Refer to "Note 11— Stock-Based Compensation" for more detail.

SURO CAPITAL CORP.

AND SUBSIDIARIES

1 unchanged sentence

Year Ended December 31,

2020 2019 2018

Cash Flows from Operating Activities

Net change in net assets resulting from operations $ 75,337,438 $ 23,953,697 $ 891,743

Adjustments to reconcile net change in net assets resulting from operations to net cash provided by operating activities:

Adjustments to reconcile net change in net assets resulting from operations to net cash provided by/(used in) operating activities:

Net realized (gain)/loss on investments (16,441,223) (19,179,340) 7,433,619

7 unchanged sentences

Stock-based compensation (2)

1,962,431 998,355 —

Paid-in-kind interest — (383,980) (386,546)

Adjustments to escrow proceeds receivable 844,825 29,178 1,034,704

Forfeited interest on 4.75% Convertible Senior Notes due 2023 25,996 — —

Purchases of investments in:

11 unchanged sentences

Due to GSV Asset Management (1)

— — (231,697)

Payable for securities purchased 89,503,340 (44,733,443) (5,722)

1 unchanged sentence

Payable to executive officers (1,369,873) 1,369,873 —

Income tax payable 35,850 — —

Accrued incentive fees (1)

— (4,660,472) (4,617,613)

Accrued management fees (1)

— (415,056) (9,391)

Accrued interest payable (21,197) — (581,563)

Net Cash Provided by Operating Activities

Net Cash Provided by/(Used in) Operating Activities (23,624,159) 34,982,312 9,574,753

Cash Flows from Financing Activities

Proceeds from the issuance of common stock, net 49,882,319 — —

Proceeds from the issuance of 4.75% Convertible Senior Notes due 2023 — — 40,000,000

4 unchanged sentences

Realized loss on repurchase of 5.25% Convertible Senior Notes due 2018 — — 397,846

Borrowings under credit facility

Repayments under credit facility

Deferred credit facility costs

Deferred offering costs

Net Cash Used in Financing Activities

Cash paid for fractional shares (40) — —

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - continued

Year Ended December 31,

2020 2019 2018

Deferred offering costs (285,814) — (231,401)

Net Cash Provided by/(Used in) Financing Activities $ 24,556,620 $ (18,305,213) $ (41,229,190)

Total Increase/(Decrease) in Cash Balance $ 932,461 $ 16,677,099 $ (31,654,437)

3 unchanged sentences

Interest paid $ 1,874,294 $ 2,018,336 $ 4,127,163

Taxes paid $ 5,859 $ 33,825 $ 496,912

See accompanying notes to consolidated financial statements.

2 unchanged sentences

Refer to “Note 3—Related-Party Arrangements” for more detail.

SUTTER ROCK CAPITAL CORP.

(2) For the year ended December 31, 2020, this balance includes $1,962,431 of accelerated recognition of compensation cost related to the cancellation of unvested options on April 28, 2020.

Refer to "Note 11— Stock-Based Compensation" for more detail.

SURO CAPITAL CORP.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2020

Portfolio Investments*

Headquarters/

Date of Initial Investment

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

NON-CONTROLLED/NON-AFFILIATE

Coursera, Inc.

Mountain View, CA

Preferred shares, Series B 8%

Online Education

Palantir Technologies, Inc.

2 unchanged sentences

Data Analysis 5/7/2012 4,618,952 $ 12,875,126 $ 94,635,398 31.38 %

Coursera, Inc.

Mountain View, CA

Preferred shares, Series F 8% Online Education 7/15/2020 166,962 2,840,017 2,838,354 0.94 %

Preferred shares, Series B 8% 6/9/2013 2,961,399 14,519,519 50,343,783 16.69 %

Total 17,359,536 53,182,137 17.63 %

Course Hero, Inc.

Redwood City, CA

Preferred shares, Series A 8%

Online Education

Parchment, Inc.

Scottsdale, AZ

Preferred shares, Series D 8%

E-Transcript Exchange

Preferred shares, Series A 8% Online Education 9/18/2014 2,145,509 5,000,001 35,079,072 11.63 %

Nextdoor.com, Inc.

San Francisco, CA

Common shares

Social Networking

Neutron Holdings, Inc.

(d/b/a/ Lime)

Common shares Social Networking 9/27/2018 580,360 10,002,666 12,832,208 4.25 %

Blink Health, Inc.

Preferred shares, Series A Pharmaceutical Technology 10/27/2020 238,095 5,000,423 4,999,995 1.66 %

Preferred shares, Series C 10/27/2020 130,972 5,002,932 4,999,987 1.66 %

Total 10,003,355 9,999,982 3.32 %

Forge Global, Inc.

San Francisco, CA

Preferred shares, Series D 6%

Micromobility

Treehouse Real Estate Investment Trust, Inc.

Common shares*** (11)

Cannabis REIT

Common shares, Class AA Online Marketplace Finance 7/20/2011 614,042 123,987 7,624,437 2.53 %

Junior Preferred shares 7/19/2011 160,534 2,259,716 1,993,319 0.66 %

Junior Preferred warrants, Strike Price $12.42, Expiration Date 11/9/2025 7/19/2011 73,695 — 279,303 0.09 %

Total 2,383,703 9,897,059 3.28 %

Enjoy Technology, Inc.

Menlo Park, CA

Preferred shares, Series B 6%

On-Demand Commerce

Preferred shares, Series B 6% On-Demand Commerce 7/29/2015 1,681,520 4,000,280 5,032,724 1.67 %

Preferred shares, Series A 6% 10/16/2014 879,198 1,002,440 1,536,980 0.51 %

SharesPost, Inc.

San Francisco, CA

Preferred shares, Series B 6%

Online Marketplace Finance

Common shares

Convertible Promissory Note 14% Due 1/30/2024*** 11/30/2020 $ 521,112 524,057 521,112 0.17 %

Total 5,526,777 7,090,816 2.35 %

Rent the Runway, Inc.

Preferred shares, Series G Subscription Fashion Rental 6/17/2020 339,191 5,153,945 5,000,001 1.66 %

Residential Homes for Rent, LLC (d/b/a Second Avenue) (16)

Preferred shares, Series A Real Estate Platform 12/23/2020 150,000 1,500,000 1,500,000 0.50 %

Term loan 15%, Due 12/23/2023*** 12/23/2020 $ 3,000,000 3,000,000 3,000,000 0.99 %

Total 4,500,000 4,500,000 1.49 %

Neutron Holdings, Inc.

(d/b/a/ Lime) San Francisco, CA

Junior Preferred shares, Series 1-D (11)

Micromobility 1/25/2019 41,237,113 10,007,322 3,485,014 1.16 %

Junior Preferred Convertible Note 4% Due 5/11/2027*** 5/11/2020 $ 506,339 506,339 506,339 0.17 %

Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027 (11)

5/11/2020 2,032,967 — — — %

Total 10,513,661 3,991,353 1.33 %

Aspiration Partners, Inc.

Marina Del Rey, CA

Preferred shares, Series A

Financial Services

Convertible Promissory Note 5%, Due 1/31/2021***

Preferred shares, Series A Financial Services 8/11/2015 540,270 1,001,815 3,288,548 1.09 %

Preferred shares, Series C-3 (12)

8/12/2019 24,912 281,190 169,599 0.06 %

Total 1,283,005 3,458,147 1.15 %

Treehouse Real Estate Investment Trust, Inc.

Common shares*** (8)

Cannabis REIT 9/11/2019 312,500 7,500,000 3,321,626 1.10 %

Palantir Lending Trust SPV I ** (10)

Palo Alto, CA

Equity Participation in Underlying Collateral Data Analysis 6/19/2020 — — 2,550,764 0.85 %

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2020

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

San Francisco, CA

Preferred shares, Series B 8%

Education Software

Preferred shares, Series B 8% Education Software 12/5/2014 1,799,047 $ 2,000,601 $ 2,000,001 0.66 %

A Place for Rover Inc.

(f/k/a DogVacay, Inc.)

Common shares

Peer-to-Peer Pet Services

Tynker (f/k/a Neuron Fuel, Inc.)

Mountain View, CA

Preferred shares, Series A 8%

Computer Software

4C Insights (f/k/a The Echo Systems Corp.)

Common shares

Social Data Platform

(f/k/a DogVacay, Inc.) Seattle, WA

Common shares Peer-to-Peer Pet Services 11/3/2014 707,991 2,506,119 1,474,878 0.49 %

Tynker (f/k/a Neuron Fuel, Inc.) Mountain View, CA

Preferred shares, Series A 8% Computer Software 8/8/2012 534,162 309,310 791,361 0.26 %

Fullbridge, Inc.

Cambridge, MA

Common shares

Business Education

Common shares Business Education 5/13/2012 517,917 6,150,506 — — %

Promissory Note 1.47%, Due 11/9/2021 (4)

3/3/2016 $ 2,270,458 2,270,858 — — %

Total 8,421,364 — — %

SP Holdings Group, Inc.

San Francisco, CA

Preferred shares, Series B 6% Online Marketplace Finance 7/19/2011 1,771,653 — — — %

Common shares 7/20/2011 770,934 — — — %

Total — — — %

Kinetiq Holdings, LLC (14)

Philadelphia, PA

Common shares, Class A Social Data Platform 3/30/2012 112,374 — — — %

Total Non-controlled/Non-affiliate $ 105,339,169 $ 249,804,803 82.83 %

See accompanying notes to consolidated financial statements.

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2019

Portfolio Investments*

Headquarters/

Date of Initial Investment

NON-CONTROLLED/AFFILIATE (1)

1 unchanged sentence

Mountain View, CA

Preferred shares, Series C-2 6% (7)

Digital Media Platform

Preferred shares, Series C-2 6% Digital Media Platform 9/11/2019 683,482 $ 2,414,178 $ 1,865,547 0.62 %

Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 4/9/2018 295,565 30,647 762,558 0.25 %

2 unchanged sentences

Preferred shares, Series Seed 6% 11/2/2012 500,000 500,000 1,294,645 0.43 %

Total 10,945,024 10,098,381 3.35 %

GreenAcreage Real Estate Corp.

Common shares*** (9)

Cannabis REIT 8/12/2019 422,586 8,509,633 8,937,690 2.96 %

StormWind, LLC (5)

Scottsdale, AZ

Preferred shares, Series D 8% (10)

Interactive Learning

Preferred shares, Series D 8% Interactive Learning 11/26/2019 329,337 257,267 440,515 0.15 %

Preferred shares, Series C 8% 1/7/2014 2,779,134 4,000,787 4,804,218 1.59 %

1 unchanged sentence

Preferred shares, Series A 8% 2/25/2014 366,666 110,000 88,248 0.03 %

GreenAcreage Real Estate Corp.

Common shares

Cannabis REIT

Total 6,387,741 7,958,346 2.64 %

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)

San Mateo, CA

(d/b/a OneValley, Inc.) San Mateo, CA

Derivative Security, Expiration Date 8/23/2024 (7)

1 unchanged sentence

Convertible Promissory Note 8% Due 8/23/2024 (4)(7)

2/17/2016 $ 1,010,198 1,030,176 505,099 0.17 %

Preferred Warrants Series A-3, Strike Price $1.33, Expiration Date 4/4/2021 4/4/2014 187,500 — 4,687 — %

4 unchanged sentences

Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 12/31/2018 250,000 5,080 9,250 0.00 %

(d/b/a CorpU)

Philadelphia, PA

Total 9,764,414 2,784,684 0.92 %

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2020

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

(d/b/a CorpU) Philadelphia, PA

Senior Subordinated Convertible Promissory Note 4% Due 2/14/2023 (4)

2 unchanged sentences

Convertible preferred shares, Series C 8% 3/29/2012 615,763 2,006,077 — — %

Preferred Warrants Series D, Strike Price $4.59, Expiration Date 2/14/2020

Total 4,040,875 386,672 0.12 %

Maven Research, Inc.

San Francisco, CA

Preferred shares, Series C 8%

Knowledge Networks

Preferred shares, Series C 8% Knowledge Networks 7/2/2012 318,979 2,000,447 — — %

Preferred shares, Series B 5% 2/28/2012 49,505 217,206 — — %

Total 2,217,653 — — %

Curious.com, Inc.

Menlo Park, CA

Common shares

Online Education

Common shares Online Education 11/22/2013 1,135,944 12,000,006 — — %

Total Non-controlled/Affiliate $ 53,865,346 $ 30,165,773 10.00 %

See accompanying notes to consolidated financial statements.

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2019

Portfolio Investments*

Headquarters/

Date of Initial Investment

CONTROLLED (2)

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

Cupertino, CA

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

Preferred shares, Class A*** (6)

1 unchanged sentence

Common shares 4/15/2014 100,000 10,000 — — %

Total 7,161,412 809,198 0.27 %

Total Controlled $ 7,161,412 $ 809,198 0.27 %

1 unchanged sentence

Treasury bill, 0%, due 1/2/2021*** (3)

12/30/2020 $ 150,000,000 150,000,000 150,000,000 49.74 %

TOTAL INVESTMENTS $ 316,365,927 $ 430,779,774 142.83 %

10 unchanged sentences

(Refer to "Note 2—Significant Accounting Policies— Investments at Fair Value ").

Indicates assets that Sutter Rock Capital Corp.

** Indicates assets that SuRo Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).

1 unchanged sentence

*** Investment is income-producing.

“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of Sutter Rock Capital Corp., as defined in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of Sutter Rock Capital Corp.

if Sutter Rock Capital Corp.

(1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.

if SuRo Capital Corp.

owns 5% or more of the voting securities ( i.e.

1 unchanged sentence

For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

“Control Investments” are investments in those companies that are “Controlled Companies” of Sutter Rock Capital Corp., as defined in the 1940 Act.

In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.

(2) “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act.

such portfolio company.

For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

(3) Denotes an investment considered Level 1 or Level 2 and valued using observable inputs.

As of December 31, 2019 , no investments held by Sutter Rock Capital Corp.

were considered Level 1 or Level 2.

As of December 31, 2020, 1 portfolio investment held by SuRo Capital Corp.

was considered Level 1 or Level 2.

Refer to “Note 4—Investments at Fair Value”.

(4) As of December 31, 2020, the investments noted had been placed on non-accrual status.

Sutter Rock Capital Corp.’s investments in StormWind, LLC are held through Sutter Rock Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

On October 24, 2019, CUX, Inc.

(d/b/a CorpU) completed a recapitalization, which amended Sutter Rock Capital Corp.'s investment in the Senior Subordinated Convertible Promissory Note.

As a result of the recapitalization, the principal amount of Sutter Rock Capital Corp.'s Senior Subordinated Convertible Promissory Note was reduced by $109,331, the interest rate was reduced to 4%, and the maturity was extended to February 14, 2023.

On September 11, 2019, Sutter Rock Capital Corp.

agreed to convert its 5% Convertible Promissory Note due 12/31/2018 to Ozy Media, Inc.

and all related accrued interest, into 683,482 shares of Ozy Media, Inc.'s Series C-2 preferred shares.

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2019

(5) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

(6) The SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp.

do not entitle SuRo Capital Corp.

to a preferred dividend rate.

During the year ended December 31, 2020, SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.) declared, and Sutter Rock Capital Corp.

(f/k/a GSV Sustainability Partners, Inc.) declared, and SuRo Capital Corp.

received, an aggregate of $450,000 in dividend distributions.

On August 23, 2019, Sutter Rock Capital Corp.

SuRo Capital Corp.

does not anticipate that SPBRX, INC.

will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.

(7) On August 23, 2019, SuRo Capital Corp.

amended the structure of its investment in NestGSV, Inc.

(d/b/a GSV Labs, Inc.).

As part of the agreement, Sutter Rock Capital Corp’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

(d/b/a OneValley, Inc.).

As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

NestGSV, Inc.

(d/b/a GSV Labs,Inc.) has the right to call the position at any time over a five year period, while Sutter Rock Capital Corp.

(d/b/a OneValley,Inc.) has the right to call the position at any time over a five year period, while SuRo Capital Corp.

can put the shares to NestGSV, Inc.

(d/b/a GSV Labs, Inc.) at the end of the five year period.

As part of the agreement, previously accrued interest under Sutter Rock Capital Corp’s 12% Convertible Promissory Note due 12/31/2019 will be capitalized into the principal of the extended Convertible Promissory Note, and the interest on the Convertible Promissory Note is reduced from 12% to 8%.

The Convertible Promissory Note’s maturity was extended to August 23, 2024.

Under the amended structure, Sutter Rock Capital Corp.’s fully diluted ownership of voting securities in the company decreased from 50.0% to 8.5%.

As such, Sutter Rock Capital Corp.'s investments in NestGSV, Inc.

(d/b/a GSV Labs, Inc.) have been recategorized from controlled investments to non-controlled/affiliated investments.

On November 26, 2019, Sutter Rock Capital Corp.

invested $250,000 in StormWind, LLC's Series D financing round.

As part of the round, Sutter Rock Capital Corp.'s fully diluted ownership of voting securities decreased from 25.6% to 23.4%.

As such, Sutter Rock Capital Corp.'s investments in StormWind, LLC have been recategorized from controlled investments to non-controlled/affiliated investments.

During year ended December 31, 2019, Treehouse Real Estate Investment Trust Inc.

declared, and Sutter Rock Capital Corp.

(d/b/a OneValley, Inc.) at the end of the five year period.

(8) During the year ended December 31, 2020, Treehouse Real Estate Investment Trust Inc.

declared, and SuRo Capital Corp.

received, an aggregate of $50,000 in dividend distributions.

SUTTER ROCK CAPITAL CORP.

SuRo Capital Corp.

does not anticipate that Treehouse Real Estate Investment Trust Inc.

will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

(9) During the year ended December 31, 2020, GreenAcreage Real Estate Corp.

declared an aggregate of $317,617 in dividend distributions.

SuRo Capital Corp.

does not anticipate that GreenAcreage Real Estate Corp.

will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

(10) On June 19, 2020, SuRo Capital Corp.

extended a $6,900,000, non-recourse, collateralized loan to Palantir Lending Trust SPV I.

The collateralized loan to Palantir Lending Trust SPV I matures on June 19, 2022 and includes a 15% interest rate.

Through the collateralized loan, SuRo Capital Corp.

participates in additional upside in a future Palantir Technologies, Inc.

liquidity event by receiving a percentage of the share price appreciation as captured in the Equity Participation in Underlying Collateral security.

As of December 31, 2020, $8,671,618 has been received from Palantir Lending Trust SPV I.

Of the proceeds received, $6,900,000 fully repaid the outstanding principal, $782,125 was attributed to the accrued guaranteed interest, and $989,494 was generated by the Equity Participation in Underlying Collateral.

As of December 31, 2020, the balance of the loan and all guaranteed interest has been fully repaid, and SuRo Capital Corp.

retains the right to upside on 1,312,290 shares as captured in the Equity Participation in Underlying Collateral security.

(11) On May 11, 2020, SuRo Capital Corp.

made a follow-on investment in a junior preferred convertible note to Neutron Holdings, Inc.

(d/b/a Lime) as part of a recapitalization of Neutron Holdings, Inc.

(d/b/a Lime), led by Uber Technologies, Inc.

On May 11, 2020, SuRo Capital Corp.'s existing Series D Preferred shares were converted to Series 1-D Junior Preferred shares.

As part of the transaction, SuRo Capital Corp.

was issued, and received on August 24, 2020, 2,032,967 common warrants with a strike price of $0.01 and an expiration date of May 11, 2027.

(12) On June 6, 2020, the convertible note SuRo Capital Corp.

had extended to Aspiration Partners, Inc.

converted into Series C-3 Preferred shares at a 15% discount to Aspiration Partners, Inc.'s most recent financing round.

SuRo Capital Corp.

received 24,912 Series C-3 Preferred shares as a result of the conversion.

(13) On September 30, 2020, Palantir Technologies, Inc.

went public via a modified direct listing on the New York Stock Exchange.

Under the terms of the modified direct listing, as disclosed in Palantir Technologies, Inc.'s Amendment No.

1 to Form S-1 Registration Statement, 20% of SuRo Capital Corp.'s Class A common shares in Palantir Technologies, Inc.

held at the time of the direct public listing were considered unrestricted, while the remaining 80% were subject to sales restrictions and are not eligible for sale until the third business day following the filing of Palantir Technologies, Inc.'s fiscal year 2020 Form 10-K filing in 2021.

As of December 31, 2020, SuRo Capital Corp.

holds 4,618,952 public shares of Palantir Technologies, Inc.

common stock, all of which are subject to certain lock-up restrictions.

(14) On July 29, 2020 SuRo Capital Corp.

exited its investment in 4C Insights (f/k/a The Echo Systems Corp.).

In connection with this exit, SuRo Capital Corp.

received 112,374 Class A common shares in Kinetiq Holdings, LLC in addition to cash proceeds and amounts currently held in escrow.

(15) On November 9, 2020, SharesPost, Inc.

completed its merger with Forge Global, Inc.

As part of the merger, SuRo Capital Corp.

received Class AA Common Shares, Junior Preferred Stock and Junior Warrants of Forge.

In addition, as part of the merger, certain assets held by SharesPost, Inc.

that were not acquired by Forge were spun-out into a new entity called SP Holdings Group, Inc.

In addition to the shares received from Forge, SuRo Capital Corp.

also received Series B Preferred Stock and Common Shares in SP Holdings Group, Inc.

(16) SuRo Capital Corp.’s investments in Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC AV Holdings, Inc.

SURO CAPITAL CORP.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2019

Portfolio Investments*

Headquarters/

Date of Initial Investment

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

NON-CONTROLLED/NON-AFFILIATE

Palantir Technologies, Inc.

Palo Alto, CA

Common shares, Class A

Data Analysis

Spotify Technology S.A.

Stockholm, Sweden

Common shares (3)(7)

On-Demand Music Streaming

Coursera, Inc.

Mountain View, CA

Preferred shares, Series B

Online Education

Dropbox, Inc.

San Francisco, CA

Common shares (3)(8)

Cloud Computing Services

San Francisco, CA

Preferred shares, Series E

On-Demand Transportation

Preferred shares, Series D

Preferred shares, Series B 8% Online Education 6/9/2013 2,961,399 $ 14,519,519 $ 33,569,902 16.79 %

Palantir Technologies, Inc.

Palo Alto, CA

Common shares, Class A Data Analysis 5/7/2012 5,773,690 16,189,935 31,582,084 15.80 %

Course Hero, Inc.

Redwood City, CA

Preferred shares, Series A

Online Education

Preferred shares, Series A 8% Online Education 9/18/2014 2,145,509 5,000,001 25,674,019 12.84 %

Parchment, Inc.

Scottsdale, AZ

Preferred shares, Series D 8% E-Transcript Exchange 10/1/2012 3,200,512 4,000,982 10,896,585 5.45 %

Nextdoor.com, Inc.

San Francisco, CA

Common shares

Social Networking

SharesPost, Inc.

San Francisco, CA

Preferred shares, Series B

Online Marketplace Finance

Common shares Social Networking 9/27/2018 580,360 10,006,578 10,867,365 5.43 %

Neutron Holdings, Inc.

(d/b/a/ Lime) San Francisco, CA

Preferred shares, Series D 6% Micromobility 1/25/2019 41,237,113 10,006,800 10,000,000 5.00 %

Treehouse Real Estate Investment Trust, Inc.

Common shares*** (11)

Parchment, Inc.

Scottsdale, AZ

Preferred shares, Series D 8%

E-Transcript Exchange

Cannabis REIT 9/11/2019 312,500 7,500,000 7,384,738 3.69 %

Enjoy Technology, Inc.

Menlo Park, CA

Preferred shares, Series B

On-Demand Commerce

Preferred shares, Series B 6% On-Demand Commerce 7/29/2015 1,681,520 4,000,280 4,758,702 2.38 %

Preferred shares, Series A 6% 10/16/2014 879,198 1,002,440 2,488,130 1.24 %

A Place for Rover Inc.

(f/k/a DogVacay, Inc.)

Common shares

Peer-to-Peer Pet Services

Knewton, Inc.

Preferred shares, Series E

Online Education

Convertible Promissory Note 8% Due 12/31/2019 (12)

Total 5,002,720 7,246,832 3.62 %

SharesPost, Inc.

San Francisco, CA

Preferred shares, Series B

Education Software

Preferred shares, Series B 6% Online Marketplace Finance 7/19/2011 1,771,653 2,259,716 6,186,877 3.09 %

Common shares 7/20/2011 770,934 123,987 890,340 0.45 %

Total 2,383,703 7,077,217 3.54 %

Aspiration Partners, Inc.

Marina Del Rey, CA

Preferred shares, Series A

Financial Services

Tynker (f/k/a Neuron Fuel, Inc.)

Mountain View, CA

Preferred shares, Series A 8%

Computer Software

4C Insights (f/k/a The Echo Systems Corp.)

Common shares

Social Data Platform

Preferred shares, Series A Financial Services 8/11/2015 540,270 1,001,815 4,471,678 2.24 %

Convertible Promissory Note 5%, Due 1/31/2021*** 8/12/2019 $ 280,000 281,190 321,168 0.16 %

Total 1,283,005 4,792,846 2.40 %

San Francisco, CA

Preferred shares, Series B 8% Education Software 12/5/2014 1,799,047 2,000,601 2,000,001 1.00 %

A Place for Rover Inc.

(f/k/a DogVacay, Inc.) Seattle, WA

Common shares Peer-to-Peer Pet Services 11/3/2014 707,991 2,506,119 963,533 0.48 %

Tynker (f/k/a Neuron Fuel, Inc.) Mountain View, CA

Preferred shares, Series A 8% Computer Software 8/8/2012 534,162 309,310 789,491 0.39 %

4C Insights (f/k/a The Echo Systems Corp.) Chicago, IL

Common shares Social Data Platform 3/30/2012 436,219 1,436,404 21,499 0.01 %

Fullbridge, Inc.

Cambridge, MA

Common shares

Business Education

Common shares Business Education 5/13/2012 517,917 6,150,506 — — %

Promissory Note 1.47%, Due 11/9/2021 (4)

3/3/2016 $ 2,270,458 2,270,858 — — %

Total 8,421,364 — — %

Total Non-controlled/Non-affiliate $ 90,567,041 $ 152,866,112 76.46 %

See accompanying notes to condensed consolidated financial statements.

SUTTER ROCK CAPITAL CORP.

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2019

Portfolio Investments*

Headquarters/

Date of Initial Investment

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

NON-CONTROLLED/AFFILIATE (1)

1 unchanged sentence

Mountain View, CA

Convertible Promissory Note 5% Due 12/31/2018 (11)

Preferred shares, Series C-2 6% (7)

Digital Media Platform 9/11/2019 683,482 $ 2,414,178 $ 2,970,252 1.49 %

Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 4/9/2018 295,565 30,647 1,182,260 0.59 %

Preferred shares, Series B 6% 10/3/2014 922,509 4,999,999 5,001,420 2.50 %

1 unchanged sentence

Preferred shares, Series Seed 6% 11/2/2012 500,000 500,000 2,002,143 1.00 %

Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 (11)

(d/b/a CorpU)

Philadelphia, PA

Total 10,945,024 15,684,182 7.85 %

StormWind, LLC (5)

Scottsdale, AZ

Preferred shares, Series D 8% (10)

Interactive Learning 11/26/2019 329,337 257,267 503,120 0.25 %

Preferred shares, Series C 8% 1/7/2014 2,779,134 4,000,787 5,391,000 2.70 %

Preferred shares, Series B 8% 12/16/2011 3,279,629 2,019,687 3,248,804 1.62 %

Preferred shares, Series A 8% 2/25/2014 366,666 110,000 157,949 0.08 %

Total 6,387,741 9,300,873 4.65 %

GreenAcreage Real Estate Corp.

Common shares Cannabis REIT 8/12/2019 375,000 7,501,530 7,500,000 3.75 %

NestGSV, Inc.

(d/b/a OneValley, Inc.) San Mateo, CA

Derivative Security, Expiration Date 8/23/2024 (9)

Global Innovation Platform 8/23/2019 1 8,555,124 3,880,621 1.94 %

Convertible Promissory Note 8% Due 8/23/2024*** (9)

2/17/2016 $ 1,010,198 1,030,176 1,010,198 0.51 %

Preferred Warrants Series A-3, Strike Price $1.33, Expiration Date 4/4/2021 4/4/2014 187,500 — 20,625 0.01 %

Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 10/6/2021 10/6/2014 500,000 — 135,000 0.07 %

Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 7/18/2021 7/8/2016 250,000 74,380 62,500 0.03 %

Preferred Warrants Series B, Strike Price $2.31, Expiration Date 11/29/2021 11/29/2016 100,000 29,275 — — %

Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022 5/29/2017 125,000 70,379 — — %

Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 12/31/2018 250,000 5,080 2,500 0.00 %

Total 9,764,414 5,111,444 2.56 %

(d/b/a CorpU) Philadelphia, PA

Senior Subordinated Convertible Promissory Note 4% Due 2/14/2023 (4)(6)

3 unchanged sentences

Preferred Warrants Series D, Strike Price $4.59, Expiration Date 2/14/2020 5/31/2013 16,903 — — — %

EdSurge, Inc.

Burlingame, CA

Preferred shares, Series A-1

Education Media Platform

Preferred shares, Series A

Total 4,040,875 347,769 0.17 %

Maven Research, Inc.

San Francisco, CA

Preferred shares, Series C

Knowledge Networks

Preferred shares, Series C 8% Knowledge Networks 7/2/2012 318,979 2,000,447 — — %

Preferred shares, Series B 5% 2/28/2012 49,505 217,206 — — %

Total 2,217,653 — — %

Curious.com, Inc.

Menlo Park, CA

Common shares (15)

Online Education

Declara, Inc.

Palo Alto, CA

Convertible Promissory Note 12% Due 4/30/2018 (4)(10)

Social Cognitive Learning

Preferred shares, Series A 8%

Common shares Online Education 11/22/2013 1,135,944 12,000,006 — — %

Total Non-controlled/Affiliate $ 52,857,243 $ 37,944,268 18.98 %

CONTROLLED (2)

StormWind, LLC (5)

Scottsdale, AZ

Preferred shares, Series C 8%

Interactive Learning

Preferred shares, Series B 8%

Preferred shares, Series A 8%

See accompanying notes to condensed consolidated financial statements.

SUTTER ROCK CAPITAL CORP.

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2019

Portfolio Investments*

Headquarters/

Date of Initial Investment

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)

San Mateo, CA

Convertible Promissory Note 12% Due 12/31/2019*** (14)

Global Innovation Platform

Preferred shares, Series A-4

Preferred shares, Series A-3

Preferred shares, Series A-2

Preferred shares, Series A-1

Common shares

Preferred Warrants Series A-3, Strike Price $1.33, Expiration Date 4/4/2021 (14)

Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 10/6/2021 (14)

Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 7/18/2021

Preferred Warrants Series B, Strike Price $2.31, Expiration Date 11/29/2021

Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022

Preferred Warrant Series B–Strike Price $2.31, Expiration Date 12/31/2023 (14)

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

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

CONTROLLED (2)

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

Preferred shares, Class A*** (8)

1 unchanged sentence

Common shares 4/15/2014 100,000 10,000 — — %

Total 7,161,412 775,198 0.39 %

Total Controlled $ 7,161,412 $ 775,198 0.39 %

Total Portfolio Investments $ 150,585,696 $ 191,585,578 95.83 %

Treasury bills, 0%, due 1/3/2019*** (3)

Treasury bill, 0%, due 1/2/2020*** (3)

12/30/2019 $ 50,000,000 49,996,667 50,000,000 25.01 %

TOTAL INVESTMENTS $ 200,582,363 $ 241,585,578 120.84 %

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to consolidated financial statements.

__________________________________________

2 unchanged sentences

Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors.

The Company’s and GSV Asset Management’s officers and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.

The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.

(Refer to “Note 3—Related-Party Arrangements”).

3 unchanged sentences

(Refer to "Note 2—Significant Accounting Policies— Investments at Fair Value ").

Indicates assets that GSV Capital Corp.

** Indicates assets that SuRo Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).

Of GSV Capital Corp.’s total investments as of December 31, 2018, 14.92% of its total investments are non-qualifying assets.

Of the Company’s total investments as of December 31, 2019, 0.00% of its total investments are non-qualifying assets.

*** Investment is income-producing.

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS –continued

December 31, 2018

“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSV Capital Corp., as defined in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of GSV Capital Corp.

if GSV Capital Corp.

(1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.

if SuRo Capital Corp.

owns 5% or more of the voting securities ( i.e.

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For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

“Control Investments” are investments in those companies that are “Controlled Companies” of GSV Capital Corp., as defined in the 1940 Act.

In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities ( i.e.

, securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.

(2) “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act.

For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

(3) Denotes an investment considered Level 1 or Level 2 and valued using observable inputs.

As of December 31, 2019, no portfolio investments held by SuRo Capital Corp.

were considered Level 1 or Level 2.

Refer to “Note 4—Investments at Fair Value”.

(4) As of December 31, 2019, the investments noted had been placed on non-accrual status.

GSV Capital Corp.’s investments in StormWind, LLC are held through GSV Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

Interest will accrue daily on the unpaid principal balance of the note.

Interest began compounding annually on November 26, 2015.

Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc.

(d/b/a CorpU), or (b) the maturity of the note.

On October 31, 2018, GSV Capital Corp.

agreed to extend the maturity of the Senior Subordinated Convertible Promissory Note to CUX, Inc.

(d/b/a CorpU) until February 14, 2020, with a new interest rate of 10%.

Accrued interest will continue to be compounded annually on November 26 of the current and each subsequent year until repaid.

On March 14, 2018, as disclosed in its Amendment No.

1 to its Form F-1 Registration Statement filed in connection with its direct listing, Spotify Technology S.A.

effectuated a 40:1 stock split of its ordinary shares, beneficiary certificates and any other of its outstanding securities.

On April 3, 2018, Spotify Technology S.A., registered for resale up to 55,731,480 ordinary shares by the registered shareholders in a direct listing.

GSV Capital Corp.'s common shares of Spotify Technology S.A.

are considered unrestricted as they are not subject to restriction upon sale.

At December 31, 2018, GSV Capital Corp.

valued its common shares of Spotify Technology S.A.

based on its December 31, 2018 closing price.

On March 7, 2018, as disclosed in its Amendment No.

1 to its Form S-1 Registration Statement filed in connection with its initial public offering, Dropbox, Inc.

effectuated a 1:1.5 reverse stock split of its capital stock.

On March 23, 2018, Dropbox, Inc.

priced its initial public offering for 26,822,409 Class A common shares at a price of $21.00 per share.

Dropbox, Inc., also registered for resale up to 9,177,591 Class A common shares by the registered shareholders.

As of August 23, 2018 GSV Capital Corp.'s shares of common stock in Dropbox, Inc.

were no longer restricted.

At December 31, 2018, GSV Capital Corp.

valued its common shares of Dropbox, Inc.

based on its December 31, 2018 closing price.

On February 23, 2018, CUX, Inc.

(d/b/a CorpU) agreed to extend the maturity of the GSV Capital Corp.'s Series D warrants until August 1, 2018.

On July 31, 2018, CUX, Inc.

(d/b/a CorpU) agreed to further extend the maturity of GSV Capital Corp.'s Series D warrants until November 26, 2018.

On October 31, 2018 and in connection with the extension of the maturity date on the related debt investment, CUX, Inc.

(d/b/a CorpU) agreed to further extend the maturity of GSV Capital Corp's Series D warrants until February 14, 2020.

On January 31, 2018, the maturity date of the convertible promissory note to Declara, Inc.

was extended an additional three months to April 30, 2018 and the interest rate on the convertible promissory note increased to 12% per annum (including 365 days for the purposes of accrual).

On January 31, 2018 the convertible promissory note to Declara Inc.

was placed on non-accrual status.

On April 30, 2018, the Company deemed this investment to be in default based on Declara Inc.'s financial position.

Effe ctive April 9, 2018, the term of Ozy Media Inc.'s notes were extended through the issuance of a new convertible promissory note, which extended the maturity date of the existing notes to October 31, 2018 and then to December 31, 2018 once certain conditions were satisfied.

Effective August 17, 2018, Ozy Media Inc.

executed an additional debt amendment, which expanded its borrowing limit.

In consideration for amending and restating the existing notes, the Company was issued warrants exercisable for 295,565 shares of Ozy Media Inc.'s common stock.

Subsequent to December 31, 2018, Ozy Media Inc.'s obligations under its financing arrangements with the Company became past due.

On July 23, 2018, Knewton, Inc.

issued an 8% unsecured convertible promissory amount with a principal amount of $134,405 and a maturity date of December 31, 2019 to GSV Capital Corp.

On June 15, 2018 GSV Capital Corp.

exercised its 770,934 warrants to purchase shares of SharesPost, Inc.'s common stock, with a $0.13 strike price.

SUTTER ROCK CAPITAL CORP.

(5) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

(6) On October 24, 2019, CUX, Inc.

(d/b/a CorpU) completed a recapitalization, which amended SuRo Capital Corp.'s investment in the Senior Subordinated Convertible Promissory Note.

As a result of the recapitalization, the principal amount of SuRo Capital Corp.'s Senior Subordinated Convertible Promissory Note was reduced by $109,331, the interest rate was reduced to 4%, and the maturity was extended to February 14, 2023.

(7) On September 11, 2019, SuRo Capital Corp.

agreed to convert its 5% Convertible Promissory Note due 12/31/2018 to Ozy Media, Inc.

and all related accrued interest, into 683,482 shares of Ozy Media, Inc.'s Series C-2 preferred shares.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2019

Effective July 31, 2018, GSV Capital Corp agreed to extend the Convertible Promissory Note to NestGSV, Inc.

(d/b/a GSV Labs, Inc.) until December 31, 2018, with a new interest rate of 12%.

Previously accrued interest will be capitalized into the principal of the extended note.

On December 31, 2018, GSV Capital Corp extended the maturity of the Convertible Promissory Note to December 31, 2019, compounded the previously accrued and then-outstanding interest and invested an additional $300,000.

The Convertible Promissory Note continues to accrue interest at 12%.

In consideration for the extension and additional investment, the 500,000 Series A-3 Preferred Warrants due April 4, 2019 and the 187,500 Series A-4 Preferred Warrants due October 6, 2019, were extended to April 4, 2021 and October 6, 2021, respectively.

The Company also received an additional 250,000 Series B Preferred Warrants due December 31, 2023.

On June 8, 2018, Curious.com, Inc.

completed a recapitalization and issued new Series C preferred shares.

In connection with the offering, GSV Capital Corp.'s 3,407,834 Series B preferred shares were converted into common shares.

Additionally, a 1:3 reverse stock split was declared on the now common shares.

The SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.) preferred shares held by GSV Capital Corp.

do not entitle GSV Capital Corp.

to a preferred dividend rate.

(8) During the year ended December 31, 2019, SPBRX, INC.

declared, and GSV Capital Corp.

received, an aggregate of $625,000 in cash distributions.

GSV Capital Corp.

does not anticipate that SPBRX, INC.

will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.

SUTTER ROCK CAPITAL CORP.

(f/k/a GSV Sustainability Partners, Inc.) declared, and SuRo Capital Corp.

received, an aggregate of $400,000 in dividend distributions.

(9) On August 23, 2019, SuRo Capital Corp.

amended the structure of its investment in NestGSV, Inc.

(d/b/a OneValley, Inc.).

As part of the agreement, SuRo Capital Corp’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

NestGSV, Inc.

(d/b/a OneValley,Inc.) has the right to call the position at any time over a five year period, while SuRo Capital Corp.

can put the shares to NestGSV, Inc.

(d/b/a OneValley, Inc.) at the end of the five year period.

As part of the agreement, previously accrued interest under SuRo Capital Corp’s 12% Convertible Promissory Note due 12/31/2019 will be capitalized into the principal of the extended Convertible Promissory Note, and the interest on the Convertible Promissory Note is reduced from 12% to 8%.

The Convertible Promissory Note’s maturity was extended to August 23, 2024.

Under the amended structure, SuRo Capital Corp.’s fully diluted ownership of voting securities in the company decreased from 50.0% to 8.5%.

As such, SuRo Capital Corp.'s investments in NestGSV, Inc.

(d/b/a OneValley, Inc.) have been recategorized from controlled investments to non-controlled/affiliated investments.

(10) On November 26, 2019, SuRo Capital Corp.

invested $250,000 in StormWind, LLC's Series D financing round.

As part of the round, SuRo Capital Corp.'s fully diluted ownership of voting securities decreased from 25.6% to 23.4%.

As such, SuRo Capital Corp.'s investments in StormWind, LLC have been recategorized from controlled investments to non-controlled/affiliated investments.

(11) During year ended December 31, 2019, Treehouse Real Estate Investment Trust Inc.

declared, and SuRo Capital Corp.

received an aggregate of $100,000 in dividend distributions.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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NOTE 1—NATURE OF OPERATIONS

Sutter Rock Capital Corp.

("we", "us", "our", “Company” or “Sutter Rock Capital”), formerly known as GSV Capital Corp.

SuRo Capital Corp.

("we", "us", "our", “Company” or “SuRo Capital”), formerly known as Sutter Rock Capital Corp.

and as GSV Capital Corp.

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

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Refer to “Note 2—Significant Accounting Policies— Basis of Consolidation ” below for further detail.

Jurisdiction of

Incorporation

April 13, 2012

Subsidiary Jurisdiction of

Incorporation Formation

Date Percentage

GCL Delaware April 13, 2012 100%

Subsidiaries below are referred to collectively, as the “Taxable Subsidiaries”

GSVC AE Holdings, Inc.

November 28, 2012

(“GAE”) Delaware November 28, 2012 100%

GSVC AV Holdings, Inc.

November 28, 2012

(“GAV”) Delaware November 28, 2012 100%

GSVC NG Holdings, Inc.

November 28, 2012

Delaware November 28, 2012 100%

GSVC SW Holdings, Inc.

November 28, 2012

(“GSW”) Delaware November 28, 2012 100%

GSVC WS Holdings, Inc.

November 28, 2012

Delaware November 28, 2012 100%

GSVC SVDS Holdings, Inc.

August 13, 2013

The Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity and equity-related investments.

(“SVDS”) Delaware August 13, 2013 100%

__________________________________

(1) This Taxable Subsidiary was dissolved on April 16, 2020.

The Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity and equity-related investments, and to a lesser extent, income from debt investments.

The Company invests principally in the equity securities of what it believes to be rapidly growing venture-capital-backed emerging companies.

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offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, or negotiations with selling stockholders.

In addition, we may invest in private credit and in the founders equity, founders warrants, forward purchase agreements, and private investment in public equity transactions of special purpose acquisition companies.

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

companies that otherwise meet its investment criteria, subject to any applicable limitations under the 1940 Act.

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

6 unchanged sentences

The Company is an investment company following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies .

In the opinion of management, all adjustments, all of which were of a normal recurring nature, considered necessary for the fair presentation of consolidated financial statements for the period have been included.

In the opinion of management, all adjustments, all of which were of a normal recurring nature, were considered necessary for the fair presentation of consolidated financial statements for the period have been included.

Basis of Consolidation

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Level 1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date.

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

24 unchanged sentences

The Company’s Board of Directors then discusses the valuations recommended by the Valuation Committee and determines in good faith the fair value of each investment in the portfolio.

In making a good faith determination of the fair value of investments, the Company considers valuation methodologies consistent with industry practice.

Valuation methods utilized include, but are not limited to the following:

comparisons to prices

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2020

from secondary market transactions;

In making a good faith determination of the fair value of investments, the Company considers valuation methodologies consistent with industry practice.

Valuation methods utilized include, but are not limited to the following:

comparisons to prices from secondary market transactions;

venture capital financings;

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When equity-linked securities expire worthless, any cost associated with these positions is recognized as a realized loss on investments in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows.

In the event these securities are exercised into common or preferred stock, the cost associated with these securities is reassigned to the cost basis of the new common or preferred stock.

These conversions are noted as non-cash operating items on the Consolidated Statements of Cash Flows.

SUTTER ROCK CAPITAL CORP.

In the event these securities are exercised into common or preferred stock, the cost associated with these securities is

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2020

reassigned to the cost basis of the new common or preferred stock.

These conversions are noted as non-cash operating items on the Consolidated Statements of Cash Flows.

Debt Investments

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The carrying amounts of the Company’s other, non-investment financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses, approximate fair value due to their short-term nature.

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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Escrow Proceeds Receivable

During the year ended December 31, 2019 , the Company completed the sale of its investment in Knewton, Inc.

During the year ended December 31, 2018, the Company completed the sale of its investments in General Assembly Space, Inc., Lytro, Inc., SugarCRM, Inc., and DreamBox Learning, Inc.

A portion of the proceeds from the sale of these portfolio investments and those sold in prior years are held in escrow as a recourse for indemnity claims that may arise under the sale agreement.

Amounts held in escrow are held at estimated realizable value and included in net realized gains (losses) on investments in the Consolidated Statements of Operations for the period in which they occurred.

A portion of the proceeds from the sale of portfolio investments are held in escrow as a recourse for indemnity claims that may arise under the sale agreement.

Any remaining escrow proceeds balances from these transactions reasonably expected to be received are reflected on the Consolidated Statement of Assets and Liabilities as escrow proceeds receivable.

As of December 31, 2020 and December 31, 2019, the Company had $852,462 and $265,303, respectively, in escrow proceeds receivable.

During the year ended December 31, 2019 , the Company received escrow proceeds from the prior year sales of SugarCRM, Inc., DreamBox Learning, Inc., Gilt Groupe Holdings, Inc., Lytro, Inc., General Assembly Space, Inc., and JAMF Holdings, Inc.

Deferred Financing Costs

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For debt capital raised, the associated offering costs are amortized over the life of the debt instrument.

As of December 31, 2019 and December 31, 2018 , the Company had deferred financing costs of $11,382 and $267,541 , respectively, on the Consolidated Statements of Assets and Liabilities.

As of December 31, 2020 and December 31, 2019, the Company had deferred financing costs of $297,196 and $11,382, respectively, on the Consolidated Statement of Assets and Liabilities.

December 31, 2020 December 31, 2019

Deferred credit facility costs $ 11,382 $ 11,382

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Refer to “Note 7—Commitments and Contingencies— Operating Leases and Related Deposits ” for further detail.

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

Stock-based Compensation

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Refer to “Note 11—Stock-Based Compensation” for further detail.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Revenue Recognition

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The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

So long as the Company qualifies and maintains its tax treatment as a RIC, it generally will not pay corporate-level U.S.

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Such income tax expenses and deferred taxes, if any, will be reflected in the Company’s consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

If it is not treated as a RIC, the Company will be taxed as a regular corporation (a “C corporation”) under Subchapter C of the Code for such taxable year.

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Refer to “Note 6—Net Increase in Net Assets Resulting from Operations per Common Share—Basic and Diluted” for further detail.

SUTTER ROCK CAPITAL CORP.

Recently Issued or Adopted Accounting Standards

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) , which is intended to improve fair value and defined benefit disclosure requirements by removing disclosures that are not cost beneficial, clarifying disclosures' specific requirements, and adding relevant disclosure requirements.

The amendments took effect for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

The Company adopted the eliminated and modified disclosure requirements during the year ended December 31, 2020.

No significant changes to the fair value disclosures were necessary in the notes to the consolidated financial statements in order to comply with ASU 2018-13.

In August 2018, the SEC issued Final Rule Release No.

33-10532, Disclosure Update and Simplification, amending certain disclosure requirements intended to eliminate redundant, duplicative, overlapping, outdated or superseded, in light of other SEC

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2020

Recently Adopted Accounting Standards

In February 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections , which amends various SEC paragraphs pursuant to the issuance of recent SEC Final Rule Releases.

The guidance requires interim financial statements to provide the information required by SEC for the current and comparative year-to-date periods, with subtotals for each interim period.

The guidance in ASU 2019-07, and the related amendments, are effective upon issuance.

The Company adopted ASU 2019-07 and amended the presentation of the Consolidated Statements of Changes in Net Assets beginning June 30, 2019.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based Payment Accounting .

This amendment expands the scope of Topic 718, Compensation—Stock Compensation (which only included share-based payments to employees) to include share-based payments issued to nonemployees for goods or services.

Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

ASU 2018-07 supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees , and is effective for annual reporting periods, and the interim periods within those periods, beginning after December 15, 2018.

The Company adopted ASU 2018-07 in connection with the equity awards granted to our executive officers and employees beginning July 17, 2019.

In February 2016, the FASB issued ASU 2016-02, Leases , which requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months.

The guidance is effective for annual periods beginning after December 15, 2018, and interim periods therein.

The Company adopted ASU 2016-02 in connection with its operating lease beginning June 3, 2019.

Recently Issued Accounting Standards

In August 2018, the FASB issued ASU 2018-13, which changes the fair value measurement disclosure requirements of FASB ASC 820, Fair Value Measurement .

The guidance is effective for all entities for interim and annual periods beginning after December 15, 2019.

Early adoption is permitted for any eliminated or modified disclosure requirements upon issuance of the guidance.

The Company did not early adopt the eliminated and modified disclosure requirements during the year ended December 31, 2019 , but is evaluating the guidance for our adoption upon its effective date.

In August 2018, the SEC issued Final Rule Release No.

33-10532, Disclosure Update and Simplification, amending certain disclosure requirements intended to eliminate redundant, duplicative, overlapping, outdated or superseded, in light of other SEC disclosure requirements, U.S.

disclosure requirements, U.S.

GAAP requirements, or changes in the information environment.

In part, this final rule requires an investment company to present distributable earnings in total on the consolidated balance sheet, rather than showing the three components of distributable earnings as previously required.

The Company decided not to adopt the changes as the current more detailed and expanded disclosure presentation was deemed to be most helpful, useful, and transparent for users of our consolidated financial statements.

The Company decided not to adopt this change as the current, more detailed and expanded disclosure presentation was deemed to be most helpful, useful, and transparent for users of our consolidated financial statements.

The impact of the adoption of this amendment on the Company's consolidated financial statements would not be material.

Additionally, the final rule requires disclosure of changes in net assets within a registrant's Form 10-Q filing on a quarter-to-date and year-to-date basis for both the current year and prior year comparative periods.

In March 2020, the SEC adopted a final rule under SEC Release No.

34-88365 ("SEC Rule 12b-2 Update"), amending the accelerated filer and large accelerated filer definitions in Exchange Act Rule 12b-2.

The amendments include a provision under which a BDC will be excluded from the “accelerated filer” and “large accelerated filer” definitions if the BDC has (1) a public float of $75.0 million or more, but less than $700.0 million, and (2) has annual investment income of less than $100.0 million.

In addition, BDCs are subject to the same transition provisions for accelerated filer and large accelerated filer status as other issuers, but instead substituting investment income for revenue.

The amendments will reduce the number of issuers required to comply with the auditor attestation on the internal control over financial reporting requirement provided under Section 404(b) of the Sarbanes-Oxley Act of 2002.

SEC Rule 12b-2 Update applies to annual report filings due on or after April 27, 2020.

The adoption of this rule has resulted in the Company no longer being an accelerated filer.

The Company is also not required to comply with the auditor attestation on the internal control over financial reporting requirement provided under Section 404(b) of the Sarbanes-Oxley Act of 2002.

In May 2020, the SEC adopted rule amendments that will impact the requirement of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies or acquired funds (the “Final Rules”).

The Final Rules adopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act.

Rules 3-09 and 4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s periodic reports for any portfolio company that meets the definition of “significant subsidiary.” The Final Rules amend the definition of “significant subsidiary” in a manner that is intended to more accurately capture those portfolio companies that are more likely to materially impact the financial condition of an investment company.

The Final Rules will be effective on January 1, 2021, but voluntary compliance is permitted in advance of the effective date.

The Company has elected to comply in advance of the effective date for the year ended December 31, 2020.

The adoption of this rule has an impact on the consolidated financial statements in that far fewer subsidiaries require disclosure under the Final Rules as compared to the previous rules.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which made various technical changes and corrections intended to provide clarifications to existing guidance, as well as simplifications to wording or structure of existing guidance.

The amendments in Sections B and C are effective for annual periods beginning after December 15, 2020, for public business entities.

Early application of the amendments in this Update is permitted for public business entities for any annual or interim period for which financial statements have not been issued.

The Company did not early adopt the modified disclosure requirements during the year ended December 31, 2020, but is evaluating the guidance of our adoption upon its effective date.

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date.

The Company believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

NOTE 3—RELATED-PARTY ARRANGEMENTS

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Prior to the Effective Date, we were externally managed by our former investment adviser, GSV Asset Management, pursuant to the Investment Advisory Agreement, and our former administrator, GSV Capital Service Company, provided the administrative services necessary for our operations pursuant to the Administration Agreement.

The accounting implications and related controls associated with the Internalization were analyzed and updated for fiscal year 2019.

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2020

The accounting implications and related controls associated with the Internalization were analyzed and updated for fiscal year 2020.

Termination of Investment Advisory Agreement

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Moe’s resignation, our Board of Directors reduced the number of directors that constitute our full Board of Directors to five directors from six directors in accordance with our bylaws.

Moe will continue to provide services to us pursuant to the Consulting Agreement (as defined below).

Moe continued to provide certain services to us pursuant to the Consulting Agreement (as defined below).

See “—Consulting Agreement.”

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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Pursuant to the Consulting Agreement, Mr.

Moe will provide certain transition services to us related to our existing portfolio investments for which Mr.

Moe provided certain transition services to us related to our existing portfolio investments for which Mr.

Moe previously had oversight in his role as the Chief Executive Officer and Chief Investment Officer of GSV Asset Management.

Such transition services will include providing information to us regarding such portfolio companies, including as a member of a portfolio company’s board of directors, assisting with the transition of portfolio company board seats as requested by us, making appropriate introductions to representatives of portfolio companies, and providing other similar types of services that we may reasonably request.

The term of the Consulting Agreement commenced on March 12, 2019 and will continue for eighteen months, unless the parties thereto mutually agree to extend the Consulting Agreement for an additional period.

Pursuant to the Consulting Agreement, we will pay Mr.

Such transition services included providing information to us regarding such portfolio companies, including as a member of a portfolio company’s board of directors, assisting with the transition of portfolio company board seats as requested by us, making appropriate introductions to representatives of portfolio companies, and providing other similar types of services that we may reasonably request.

The term of the Consulting Agreement commenced on March 12, 2019 and continued for eighteen months in accordance with its terms.

Pursuant to the Consulting Agreement, we paid Mr.

Moe a total amount equal to $1,250,000.

On September 12, 2020, the Consulting Agreement expired in accordance with its terms and was not renewed or extended.

For the years ended December 31, 2020, 2019, and 2018, the Company incurred $582,438, $667,563, and $0 respectively, of consulting expense related to the Consulting Agreement, as included in "professional fees" on the Consolidated Statements of Operations.

As of December 31, 2019 and 2018, the Company recorded $ 332,437 and $0 of prepaid expense related to the Consulting Agreement on the Consolidated Statements of Assets and Liabilities.

As of December 31, 2020 and December 31, 2019, the Company recorded $0 and $332,437, respectively, of prepaid expense related to the Consulting Agreement on the Consolidated Statement of Assets and Liabilities.

Amended and Restated Trademark License Agreement

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Pursuant to the Amended and Restated License Agreement, GSV Asset Management granted us a non-transferable, non-sublicensable, and non-exclusive right and license to use the Licensed Marks, solely in connection with the operation of our existing business.

The term of the Amended and Restated License Agreement commenced on March 12, 2019 and will continue for eighteen months, unless the parties thereto mutually agree to extend the Amended and Restated License Agreement for an additional period.

Pursuant to the Amended and Restated License Agreement, we will pay GSV Asset Management a total amount equal to $1,250,000.

The term of the Amended and Restated License Agreement commenced on March 12, 2019 and continued for eighteen months in accordance with its terms.

Pursuant to the Amended and Restated License Agreement, we paid GSV Asset Management a total amount equal to $1,250,000.

On September 12, 2020, the Amended and Restated License Agreement expired in accordance with its terms and was not renewed or extended.

For the years ended December 31, 2020, 2019, and 2018, the Company incurred $582,438, $667,563, and $0 respectively, of licensing expense, as included in "other expenses" on the Consolidated Statements of Operations.

As of December 31, 2019 and 2018, the Company recorded $ 332,437 and $0 of prepaid expense related to the Amended and Restated Trademark License Agreement on the Consolidated Statements of Assets and Liabilities.

As of December 31, 2020 and December 31, 2019, the Company recorded $0 and $332,437, respectively, of prepaid expense related to the Amended and Restated Trademark License Agreement on the Consolidated Statement of Assets and Liabilities.

Investment Advisory Agreement

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Moe, through his ownership interest in GSV Asset Management, was entitled to a portion of any profits earned by GSV Asset Management in performing its services under the Investment Advisory Agreement.

Moe serves as the principal of GSV Asset Management and manages the business and internal affairs of GSV Asset Management.

Mark Klein, the Company’s Chief Executive Officer, President, and a member of the Company’s Board of Directors, or entities with

SUTTER ROCK CAPITAL CORP.

Moe serves as the principal of GSV Asset Management and manages the business and internal affairs of GSV

SURO CAPITAL CORP.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2020

which he is affiliated, received consulting fees from GSV Asset Management equal to a percentage of each of the base management fee and the incentive fee paid by the Company to GSV Asset Management pursuant to a consulting agreement with GSV Asset Management.

Asset Management.

Mark Klein, the Company’s Chief Executive Officer, President, and a member of the Company’s Board of Directors, or entities with which he is affiliated, received consulting fees from GSV Asset Management equal to a percentage of each of the base management fee and the incentive fee paid by the Company to GSV Asset Management pursuant to a consulting agreement with GSV Asset Management.

As the Investment Advisory Agreement has been terminated, Mr.

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Management Fees

Under the terms of the Investment Advisory Agreement, GSV Asset Management was paid a base management fee of 2.00% of gross assets, which is the Company’s total assets reflected on its Consolidated Statements of Assets and Liabilities (with no deduction for liabilities) reduced by any non-portfolio investments.

Under the terms of the Investment Advisory Agreement, GSV Asset Management was paid a base management fee of 2.00% of gross assets, which is the Company’s total assets reflected on its Consolidated Statement of Assets and Liabilities (with no deduction for liabilities) reduced by any non-portfolio investments.

During the month of January 2018, pursuant to a voluntary waiver by GSV Asset Management, the Company paid GSV Asset Management a base management fee of 1.75%, a 0.25% reduction from the 2.00% base management fee payable under the Investment Advisory Agreement.

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The waiver of a portion of the base management fee is not subject to recourse against or reimbursement by the Company.

For the year ended December 31, 2020, the Company did not accrue or waive any management fees due to the termination of the Investment Advisory Agreement, effective March 12, 2019.

GSV Asset Management earned $848,723, and $5,199,900 in management fees for the years ended December 31, 2019 and 2018, respectively, and waived $0 and $892,421 in management fees for the years ended December 31, 2019 and 2018, respectively.

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The accrual considered both the hypothetical liquidation of the Company’s portfolio described previously, as well as the Company’s actual cumulative realized gains and losses since inception, as well any previously paid incentive fees.

For the year ended December 31, 2019 , the Company reversed previously accrued incentive fees of $4,660,472 due to the termination of the Investment Advisory Agreement.

For the year ended December 31, 2018, the Company accrued incentive fees of $382,387 .

Pursuant to the Waiver Agreement, on February 2, 2018, GSV Asset Management forfeited $5.0 million of the accrued

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2020

incentive fees.

For the year ended December 31, 2017, the Company accrued incentive fees of $7,151,641.

For the year ended December 31, 2020, the Company did not accrue any incentive fees due to the termination of the Investment Advisory Agreement, effective March 12, 2019.

For the year ended December 31, 2019, the Company reversed previously accrued incentive fees of $4,660,472, due to the termination of the Investment Advisory Agreement.

As the Investment Advisory Agreement has been terminated, there will be no incentive fee payable to GSV Asset Management going forward.

For the year ended December 31, 2018, the Company accrued incentive fees of $382,387.

Pursuant to the Waiver Agreement, on February 2, 2018, GSV Asset Management forfeited $5.0 million of the accrued incentive fees.

Management and Incentive Fee Waiver Agreement

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and (ii) creating certain high-water marks that must be reached before any incentive fee is paid to GSV Asset Management.

In addition to the changes to the fee structure, GSV Asset Management also agreed to a one-time forfeiture of $5.0 million of previously accrued but unpaid incentive fees.

Pursuant to the Waiver Agreement, effective February 1, 2018, the base management fee was reduced to 1.75% of the Company’s gross assets.

The base management fee was calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any equity or debt capital raises, repurchases or redemptions during the current calendar quarter.

The base management fee for any partial month or quarter will be appropriately prorated.

In addition, because the Company's 5.25% Convertible Senior Notes matured on September 15, 2018 (the " 5.25% Convertible Senior Notes due 2018 "), the Company was previously carrying a larger cash balance than it would in the ordinary course of its business.

As a result, under the Waiver Agreement, GSV Asset Management agreed to waive its base management fee on any cash balances effective February 1, 2018 until the 5.25% Convertible Senior Notes due 2018 matured on September 15, 2018, at which time the Company repaid the remaining outstanding aggregate principal amount of the 5.25% Convertible Senior Notes due 2018, including accrued but unpaid interest.

As a result, as of and after September 15, 2018, the Company paid GSV Asset Management a 1.75% base management fee on its cash balances.

Pursuant to the Waiver Agreement, in addition to the “hurdle” feature in the incentive fee, GSV Asset Management had agreed to additional conditions on its ability to receive an incentive fee.

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Prior to the Internalization, the Company had entered into the Administration Agreement with GSV Capital Service Company to provide administrative services, including furnishing the Company with office facilities, equipment, clerical, bookkeeping, record keeping services, and other administrative services.

The Company reimbursed GSV Capital Service Company an allocable portion of overhead and other expenses in performing its obligations under the Administration Agreement, including a portion of the rent and the compensation of the Company’s President, Chief Financial Officer, Chief Compliance Officer and other staff

SUTTER ROCK CAPITAL CORP.

While there was no limit on the total amount of expenses the Company may have been required to reimburse to GSV Capital Service Company, GSV Capital Service Company would only charge the Company for the actual expenses GSV Capital Service Company incurred on the Company’s behalf, or the Company’s allocable portion thereof, without any profit to GSV Capital Service Company.

For the year ended December 31, 2020, the Company did not incur any costs under the Administration Agreement due to the termination of the Investment Advisory Agreement, effective March 12, 2019.

For the years ended December 31, 2019 and 2018, the Company incurred $306,084 and $1,702,047 respectively, in such costs incurred under the Administration

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2020

providing administrative services.

There were $ 306,084 , $ 1,702,047 , and $ 1,874,839 in such costs incurred under the Administration Agreement for the years ended December 31, 2019, 2018, and 2017, respectively.

As the Administration Agreement has been terminated, there will be no costs incurred by GSV Capital Service Company on behalf of the Company going forward.

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Other than with respect to this limited license, the Company has no legal right to the “GSV” name.

On September 12, 2020, the Amended and Restated License Agreement expired in accordance with its terms and was not renewed or extended.

Prior to the Internalization on March 12, 2019, the Company entered into a license agreement with GSV Asset Management pursuant to which GSV Asset Management had agreed to grant the Company a non-exclusive, royalty-free license to use the name “GSV.” Under this agreement, the Company had the right to use the GSV name for so long as the Investment Advisory Agreement with GSV Asset Management is in effect.

Other Arrangements

Mark Moe, who is the brother of Michael Moe, the former Chairman of the Company’s Board of Directors, serves as Vice President of Business Development, Global Expansion for NestGSV, Inc.

(d/b/a GSV Labs, Inc.), one of the Company’s portfolio companies.

In addition, the Company’s executive officers and directors, and the principals of the Company’s former investment adviser, GSV Asset Management, serve or may serve as officers, directors, or managers of entities that operate in a line of business similar to the Company’s, including new entities that may be formed in the future.

The Company’s executive officers and directors, and the principals of the Company’s former investment adviser, GSV Asset Management, serve or may serve as officers, directors, or managers of entities that operate in a line of business similar to the Company’s, including new entities that may be formed in the future.

Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of the Company or the Company’s stockholders.

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To ensure that the Company does not engage in any prohibited transactions with any persons affiliated with the Company, the Company has implemented certain written policies and procedures whereby the Company’s executive officers screen each of the Company’s transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlled by the Company, and the Company’s executive officers and directors.

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

NOTE 4—INVESTMENTS AT FAIR VALUE

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As of December 31, 2019, the Company had 46 positions in 23 portfolio companies.

The following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of December 31, 2019 and December 31, 2018 :

December 31, 2019

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Percentage of

The following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of December 31, 2020 and December 31, 2019:

December 31, 2020 December 31, 2019

Cost Fair Value Percentage of

Net Assets Cost Fair Value Percentage of

Private Portfolio Companies

Preferred Stock $ 89,335,378 $ 141,235,987 46.9 % $ 73,557,331 $ 125,448,358 62.8 %

Common Stock 46,802,917 34,190,839 11.3 % 63,425,065 59,209,559 29.6 %

Debt Investments 8,587,621 4,845,340 1.6 % 4,838,415 1,644,155 0.8 %

Options 8,764,885 5,872,210 1.9 % 8,764,885 5,283,506 2.6 %

Private Portfolio Companies 153,490,801 186,144,376 61.7 % 150,585,696 191,585,578 95.8 %

Publicly Traded Portfolio Companies

Common Stock 12,875,126 94,635,398 31.4 % — — — %

Total Portfolio Investments 166,365,927 280,779,774 93.1 % 150,585,696 191,585,578 95.8 %

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Total Investments $ 316,365,927 $ 430,779,774 142.8 % $ 200,582,363 $ 241,585,578 120.8 %

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

The geographic and industrial compositions of the Company’s portfolio at fair value as of December 31, 2020 and December 31, 2019 were as follows:

As of December 31, 2019

As of December 31, 2018

Percentage of

As of December 31, 2020 As of December 31, 2019

Fair Value Percentage of

Portfolio Percentage of

Net Assets Fair Value Percentage of

Portfolio Percentage of

Geographic Region

International

As of December 31, 2019

As of December 31, 2018

Percentage of

West $ 248,633,803 88.5 % 82.4 % $ 176,331,572 92.0 % 88.2 %

Northeast 24,324,345 8.7 % 8.1 % 7,847,769 4.1 % 3.9 %

Mid-west 7,821,626 2.8 % 2.6 % 7,406,237 3.9 % 3.7 %

Total $ 280,779,774 100.0 % 93.1 % $ 191,585,578 100.0 % 95.8 %

As of December 31, 2020 As of December 31, 2019

Fair Value Percentage of

Portfolio Percentage of

Net Assets Fair Value Percentage of

Portfolio Percentage of

Education Technology $ 99,397,589 35.4 % 33.0 % $ 82,578,640 43.1 % 41.3 %

Marketplaces (1)

Financial Technology (1)

Big Data/Cloud 97,186,162 34.6 % 32.1 % 31,582,084 16.5 % 15.8 %

Financial Technology 25,614,522 9.1 % 8.5 % 26,754,801 14.0 % 13.4 %

Social/Mobile 22,930,589 8.2 % 7.6 % 26,573,046 13.8 % 13.3 %

Marketplaces 34,841,714 12.4 % 11.6 % 23,321,809 12.2 % 11.6 %

Sustainability 809,198 0.3 % 0.3 % 775,198 0.4 % 0.4 %

SUTTER ROCK CAPITAL CORP.

Total $ 280,779,774 100.0 % 93.1 % $ 191,585,578 100.0 % 95.8 %

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2020

The table below details the composition of the Company’s industrial themes presented above:

Industry Theme

Education Technology

Business Education

The table below details the composition of the Company’s industrial themes presented in the preceding tables:

Industry Theme Industry

Education Technology Business Education

Computer Software

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Online Education

Big Data/Cloud

Big Data/Cloud Data Analysis

Cloud Computing Services

Data Analysis

Social Cognitive Learning

Marketplaces (1)

Global Innovation Platform

Marketplaces Global Innovation Platform

Pharmaceutical Technology

Knowledge Networks

On-Demand Commerce

On-Demand Transportation

Subscription Fashion Rental

Micromobility

On-Demand Transportation

Real Estate Platform

Peer-to-Peer Pet Services

Financial Technology

Online Marketplace Finance (1)

Financial Technology Online Marketplace Finance

Financial Services

Cannabis REIT

Social/Mobile

Digital Media Platform

Social/Mobile Digital Media Platform

Social Networking

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Social Data Platform

Sustainability

Clean Technology

________________________

During the quarter ended June 30, 2019, the Company reclassified the industry theme for "Online Marketplace Finance" and "Financial Services" industries from "Marketplaces" to "Financial Technology".

The industrial classifications as of December 31, 2018 were also updated to reflect this change.

SUTTER ROCK CAPITAL CORP.

Sustainability Clean Technology

SURO CAPITAL CORP.

AND SUBSIDIARIES

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Identical Securities

Significant Other

(Level 1) Significant Other

(Level 2) Significant

(Level 3) Total

Investments at Fair Value

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Preferred Stock $ — $ — $ 141,235,987 $ 141,235,987

Common Stock — — 34,190,839 34,190,839

Debt Investments — — 4,845,340 4,845,340

Options — — 5,872,210 5,872,210

Private Portfolio Companies — — 186,144,376 186,144,376

Publicly Traded Portfolio Companies

Common Stock — 94,635,398 — 94,635,398

Total Portfolio Investments — 94,635,398 186,144,376 280,779,774

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Identical Securities

Significant Other

(Level 1) Significant Other

(Level 2) Significant

(Level 3) Total

Investments at Fair Value

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Preferred Stock $ — $ — $ 125,448,358 $ 125,448,358

Common Stock — — 59,209,559 59,209,559

Debt Investments — — 1,644,155 1,644,155

Options — — 5,283,506 5,283,506

Private Portfolio Companies — — 191,585,578 191,585,578

Publicly Traded Portfolio Companies

Common Stock — — — —

Total Portfolio Investments — — 191,585,578 191,585,578

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Total Investments at Fair Value $ 50,000,000 $ — $ 191,585,578 $ 241,585,578

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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Significant Unobservable Inputs for Level 3 Assets and Liabilities

In accordance with FASB ASC 820, the tables below provide quantitative information about the Company’s fair value measurements of its Level 3 assets as of December 31, 2019 and December 31, 2018 .

In accordance with FASB ASC 820, Fair Value Measurement , the tables below provide quantitative information about the Company’s fair value measurements of its Level 3 assets as of December 31, 2020 and December 31, 2019.

In addition to the techniques and inputs noted in the tables below, according to the Company’s valuation policy, the Company may also use other valuation techniques and methodologies when determining the Company’s fair value measurements.

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As of December 31, 2020

Asset Fair Value Valuation

Technique (1)

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Common stock in

private companies

Market approach

AFFO multiple

private companies $34,190,839 Market approach AFFO (4) multiple

27.53x (27.53x)

Revenue multiples

1.45x - 3.23x (2.86x)

Liquidation value

Discounted cash flow

Discount rate

12.0% (12.0%)

Revenue multiples 2.12x -6.95x (6.39x)

Liquidation value N/A

Discounted cash flow Discount rate 12.0% (12.0%)

Preferred stock in

private companies

Market approach

Revenue multiples

1.89x - 5.43x (3.77x)

Discounted cash flow

Discount rate

12.0% (12.0%)

Revenue multiples

1.23x - 2.05x (1.83x)

Precedent transactions

2.97x - 3.23x (3.10x)

Debt investments

Market approach

Revenue multiples

1.45x - 1.57x (1.51x)

Revenue multiples

Liquidation value

Option pricing model

Term to expiration (Years)

0.13 - 8.30 (5.35)

30.0%-48.0% (36.0%)

Discounted cash flow

Discount Rate

12.0% (12.0%)

private companies $141,235,987 Market approach Revenue multiples 1.03x - 4.35x (2.66x)

transactions N/A

Discounted cash flow Discount rate 12.0% (12.0%)

Revenue multiples 1.28x - 2.27x (2.06x)

Precedent transactions N/A

Debt investments $4,845,340 Market approach Revenue multiples 2.12x - 4.35x (2.32x)

Revenue multiples N/A

Liquidation value N/A

Options $5,872,210 Option pricing model Term to expiration (Years) 0.26 - 7.36 (4.51)

Volatility 34.9% - 56.3% (36.8%)

Discounted cash flow Discount Rate 12.0% (12.0%)

________________________

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By considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of measurement to the next;

however, the weighting of each in determining the final fair value of a Level 3 investment may

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

change based on recent events or transactions.

however, the weighting of each in determining the final fair value of a Level 3 investment may change based on recent events or transactions.

The hybrid approach may also consider certain risk weightings to account for the uncertainty of future events.

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Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change.

Increases/(decreases) in revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values all else equal.

Increases/(decreases) in revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower) fair

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

values all else equal.

Decreases (increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair values all else equal.

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Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.

(3) The weighted averages are calculated based on the fair market value of each investment.

(4) Adjusted Funds From Operations, or "AFFO"

(5) Probability-Weighted Expected Return Method, or "PWERM"

As of December 31, 2019

Asset Fair Value Valuation

Technique (1)

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Common stock in

private companies

Market approach

Revenue multiples

private companies $59,209,559 Market approach AFFO (4) multiple

16.67x - 37.32 (25.09x)

Liquidation value

Cash Flow (2)

Discount rate

12.0% (12.0)%

Revenue multiples 1.45x - 3.23x (2.86x)

Liquidation value N/A

Discounted cash flow Discount rate 12.0% (12.0%)

Preferred stock in

private companies

Market approach

Precedent transactions

2.60x - 3.07x

Revenue multiples

2.20x - 4.15x

Cash Flow (2)

Discount rate

12.0% (12.0)%

Revenue multiples

1.09x - 5.40x

Liquidation value

Debt investments

Market approach

Revenue multiples

1.26x - 2.40x

Revenue multiples

1.31x - 5.40x

Liquidation value

Option pricing model

Term to expiration (Years)

1.1-9.3 (2.6)

private companies $125,448,358 Market approach Revenue multiples 1.89x - 5.43x (3.77x)

transactions N/A

Discounted cash flow Discount rate 12.0% (12.0%)

Revenue multiples 1.23x - 2.05x (1.83x)

Precedent transactions 2.97x - 3.23x (3.10x)

Debt investments $1,644,155 Market approach Revenue multiples 1.45x - 1.57x (1.51x)

Revenue multiples N/A

Liquidation value N/A

Options $5,283,506 Option pricing model Term to expiration (Years) 0.13 - 8.30 (5.35)

Volatility 30.0%-48.0% (36.0%)

Discounted cash flow Discount Rate 12.0% (12.0%)

________________________

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however, the weighting of each in determining the final fair value of a Level 3 investment may change based on recent events or transactions.

The hybrid approach may also consider certain risk weightings to account for the uncertainty of future events.

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

(2) The Company considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments.

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Decreases (increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair values all else equal.

The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies.

The market approach utilizes market value (revenue and EBIT) multiples of publicly traded comparable

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

companies and available precedent sales transactions of comparable companies.

The Company carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies.

2 unchanged sentences

Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more detail.

(3) The weighted averages are calculated based on the fair market value of each investment.

(4) Adjusted Funds From Operations, or "AFFO"

(5) Probability-Weighted Expected Return Method, or "PWERM"

The aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2020 as follows:

Year Ended December 31, 2020

Stock Preferred

Investments Options Total

Fair Value as of December 31, 2019 $ 59,209,559 $ 125,448,358 $ 1,644,155 $ 5,283,506 $ 191,585,578

Transfers out of Level 3 (1)

(57,736,900) — — — (57,736,900)

Purchases, capitalized fees, and interest 1,004,190 19,497,839 10,930,996 — 31,433,025

1 unchanged sentence

Exercises and conversions (1)

Amortization of fixed income security premiums and discounts

Realized losses

— 281,190 (281,190) — —

Realized gains (628,452) 6,875,639 (602) 989,494 7,236,079

Net change in unrealized appreciation/(depreciation) included in earnings 33,150,395 9,585 (548,020) 588,704 33,200,664

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(1) During the year ended December 31, 2020, the Company’s portfolio investments had the following corporate actions which are reflected above:

Portfolio Company

Conversion from

Conversion to

Preferred shares, Series D

Preferred shares, Series E

Public Common Shares (Level 2)

Ozy Media, Inc.

Convertible Promissory Note

Preferred shares, Series C-2

NestGSV, Inc (d/b/a GSV Labs, Inc.)

Portfolio Company Conversion from Conversion to

Neutron Holdings, Inc.

(d/b/a/ Lime) Preferred shares, Series D Junior Preferred shares, Series 1-D

Common warrants, Strike price $0.01, Expiration Date 5/11/2027

Aspiration Partners, Inc.

Convertible Promissory Note Preferred shares, Series C-3

Palantir Technologies, Inc.

Common shares, Class A Public Common shares (Level 2)

SharesPost, Inc.

Preferred shares, Series B Forge Global Inc.

Junior Preferred shares

SP Holdings Group, Inc.

Preferred shares Series B

SharesPost, Inc Common shares Forge Global Inc.

Common shares, Class AA

Forge Junior Warrants, Strike price $12.42, Expiration Date 11/09/2025

SP Holdings Group, Inc.

Common Shares

Preferred shares, Series A-1

Preferred shares, Series A-2

Preferred shares, Series A-3

Preferred shares, Series A-4

Derivative Security

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

2 unchanged sentences

The aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2019 as follows:

For the Year Ended December 31, 2018

Year Ended December 31, 2019

Stock Preferred

Investments Options Total

Fair Value as of December 31, 2018 $ 48,517,824 $ 99,856,159 $ 5,584,994 $ 267,446 $ 154,226,423

Transfers out of Level 3 (1)

— (21,947,688) — — (21,947,688)

Purchases, capitalized fees, and interest 15,001,530 10,576,421 359,095 16,618 25,953,664

Sales/Maturity of investments — — (51,511) — (51,511)

Realized losses

Exercises and conversions (1)

(1,000) (6,435,123) (2,102,384) 8,538,507 —

Amortization of fixed income security premiums and discounts — — 5,065 — 5,065

Net change in unrealized depreciation included in earnings

Realized losses — (16,002,159) (2,527,865) — (18,530,024)

Net change in unrealized appreciation/(depreciation) included in earnings (4,308,795) 59,400,748 376,761 (3,539,065) 51,929,649

Fair Value as of December 31, 2019 $ 59,209,559 $ 125,448,358 $ 1,644,155 $ 5,283,506 $ 191,585,578

1 unchanged sentence

________________________

During year ended December 31, 2018 , the Company’s portfolio investments had the following corporate actions which are reflected above:

Portfolio Company

Transfer from

Dropbox, Inc.

Preferred shares, Series A-1 & Common shares

Public Common Shares (Level 2)

Spotify Technology S.A.

Common shares

Public Common Shares (Level 1)

Curious.com, Inc.

Preferred shares, Series B

Common shares

SharesPost, Inc.

Common warrants

Common shares

Sales of investments includes escrow proceeds receivable of approximately $2.5 million from the sale of the Company’s investments in

General Assembly Space, Inc., Lytro, Inc., SugarCRM, Inc., and DreamBox Learning, Inc.

SUTTER ROCK CAPITAL CORP.

(1) During the year ended December 31, 2019, the Company’s portfolio investments had the following corporate actions which are reflected above:

Portfolio Company Conversion from Conversion to

Preferred shares, Series D

Preferred shares, Series E Public Common Shares (Level 2)

Ozy Media, Inc.

Convertible Promissory Note Preferred shares, Series C-2

NestGSV, Inc (d/b/a OneValley, Inc.) Common shares

Preferred shares, Series A-1

Preferred shares, Series A-2

Preferred shares, Series A-3

Preferred shares, Series A-4 Derivative Security

SURO CAPITAL CORP.

AND SUBSIDIARIES

4 unchanged sentences

Schedule of Investments In, and Advances to, Affiliate

Type/Industry/Portfolio Company/Investment

Interest, Fees, or

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

Fair Value at

Corporate Action

in Income Fair Value at December 31, 2019 Purchases,

Capitalized Fees,

Gains/(Losses)

Fair Value at December 31, 2019

Amortization Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2020 Percentage

CONTROLLED INVESTMENTS * (2)

2 unchanged sentences

(f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A*** (4)

Global Innovation Platform

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred stock Series A-4 (7)

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred stock Series A-3 (7)

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred stock Series A-2 (7)

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred stock Series A-1 (7)

Total Global Innovation Platform

14,300,000 $ 450,000 $ 775,198 $ — $ — $ 34,000 $ 809,198 0.27 %

Total Preferred Stock 450,000 775,198 — — 34,000 809,198 0.27 %

1 unchanged sentence

(f/k/a GSV Sustainability Partners, Inc.)–Common shares 100,000 — — — — — — — %

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

Schedule of Investments In, and Advances to, Affiliate

Type/Industry/Portfolio Company/Investment

Interest, Fees, or

Dividends Credited

Fair Value at

Corporate Action

Capitalized Fees,

Gains/(Losses)

Fair Value at December 31, 2019

Global Innovation Platform

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Common shares (7)

Total Common Stock — — — — — — — %

TOTAL CONTROLLED INVESTMENTS* (2)

$ 450,000 $ 775,198 $ — $ — $ 34,000 $ 809,198 0.27 %

NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)

2 unchanged sentences

(d/b/a CorpU)–Senior Subordinated Convertible Promissory Note 4% Due 2/14/2023 (3)

Digital Media Platform

Ozy Media, Inc.–Convertible Promissory Note 5% Due 12/31/2018*** (6)

Social Cognitive Learning

Declara, Inc.–Convertible Promissory Note 12% Due 4/30/2018

$ 1,251,158 $ — $ 312,789 $ — $ — $ 1 $ 312,790 0.10 %

Global Innovation Platform

NestGSV, Inc.

(d/b/a GSV Labs, Inc.) –Convertible Promissory Note 8% Due 8/23/2024*** (7)

Total Global Innovation Platform

(d/b/a OneValley, Inc.) –Convertible Promissory Note 8% Due 8/23/2024 (3)(6)

$ 1,010,198 (29,184) 1,010,198 — — (505,099) 505,099 0.17 %

Total Debt Investments (29,184) 1,322,987 — — (505,098) 817,889 0.27 %

2 unchanged sentences

(d/b/a CorpU)–Convertible preferred shares, Series D 6% 169,033 — 34,980 — — 38,902 73,882 0.02 %

SUTTER ROCK CAPITAL CORP.

(d/b/a CorpU) -Convertible preferred shares, Series C 8% 615,763 — — — — — — — %

Total Corporate Education — 34,980 — — 38,902 73,882 0.02 %

SURO CAPITAL CORP.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2020

Schedule of Investments In, and Advances to, Affiliate

Type/Industry/Portfolio Company/Investment

Interest, Fees, or

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

Fair Value at

Corporate Action

in Income Fair Value at December 31, 2019 Purchases,

Capitalized Fees,

Gains/(Losses)

Fair Value at December 31, 2019

(d/b/a CorpU) -Convertible preferred shares, Series C 8%

Total Corporate Education

Social Cognitive Learning

Declara, Inc.–Preferred shares, Series A 8%

Education Media Platform

EdSurge, Inc.–Preferred shares, Series A-1

EdSurge, Inc.–Preferred shares, Series A

Total Education Media Platform

Amortization Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2020 Percentage

Knowledge Networks

8 unchanged sentences

Total Digital Media Platform — 14,501,922 — — (5,166,099) 9,335,823 3.10 %

Global Innovation Platform

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred stock Series A-4 (7)

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred stock Series A-3 (7)

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

Schedule of Investments In, and Advances to, Affiliate

Type/Industry/Portfolio Company/Investment

Interest, Fees, or

Dividends Credited

Fair Value at

Corporate Action

Capitalized Fees,

Gains/(Losses)

Fair Value at December 31, 2019

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred stock Series A-2 (7)

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred stock Series A-1 (7)

Total Global Innovation Platform

Interactive Learning

StormWind, LLC–Preferred shares, Series D 8% (5)

329,337 — 503,120 — — (62,605) 440,515 0.15 %

StormWind, LLC–Preferred shares, Series C 8% (5)

2,779,134 — 5,391,000 — — (586,782) 4,804,218 1.59 %

StormWind, LLC–Preferred shares, Series B 8% (5)

3,279,629 — 3,248,804 — — (623,439) 2,625,365 0.87 %

StormWind, LLC–Preferred shares, Series A 8% (5)

366,666 — 157,949 — — (69,701) 88,248 0.03 %

Total Interactive Learning — 9,300,873 — — (1,342,527) 7,958,346 2.64 %

Total Preferred Stock — 23,837,775 — — (6,469,724) 17,368,051 5.76 %

Corporate Education

(d/b/a CorpU) –Preferred warrants, Series D, Strike Price $4.59, Expiration Date 2/14/2020

Digital Media Platform

2 unchanged sentences

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-3, Strike Price $1.33, Expiration Date 4/4/2021 (7)

(d/b/a OneValley, Inc.)–Preferred Warrant Series A-3, Strike Price $1.33, Expiration Date 4/4/2021 187,500 — 20,625 — — (15,938) 4,687 — %

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 10/6/2021 (7)

SUTTER ROCK CAPITAL CORP.

(d/b/a OneValley, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 10/6/2021 500,000 — 135,000 — — (70,000) 65,000 0.02 %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 7/18/2021 250,000 — 62,500 — — (35,000) 27,500 0.01 %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 11/29/2021 100,000 — — — — — — — %

SURO CAPITAL CORP.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2020

Schedule of Investments In, and Advances to, Affiliate

Type/Industry/Portfolio Company/Investment

Interest, Fees, or

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

Fair Value at

Corporate Action

in Income Fair Value at December 31, 2019 Purchases,

Capitalized Fees,

Gains/(Losses)

Fair Value at December 31, 2019

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 7/18/2021 (7)

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 11/29/2021 (7)

Amortization Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2020 Percentage

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022 (7)

(d/b/a OneValley, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022 125,000 $ — $ — $ — $ — $ — $ — — %

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 (7)

(d/b/a OneValley, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 250,000 — 2,500 — — 6,750 9,250 — %

Derivative Security, Expiration Date 8/23/2024 (6)

1 — 3,880,621 — — (1,707,473) 2,173,148 0.72 %

Total Global Innovation Platform — 4,101,246 — — (1,821,661) 2,279,585 0.75 %

5 unchanged sentences

-Common shares*** (7)

422,586 317,617 7,500,000 1,008,103 — 429,587 8,937,690 2.96 %

Total Common Stock 317,617 7,500,000 1,008,103 — 429,587 8,937,690 2.96 %

TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

$ 288,433 $ 37,944,268 $ 1,008,103 $ — $ (8,786,598) $ 30,165,773 10.00 %

____________________

* All portfolio investments are non-income-producing, unless otherwise identified.

1 unchanged sentence

Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors.

Unless otherwise noted, all investments were pledged as collateral under the Credit Facility.

The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.

5 unchanged sentences

(Refer to "Note 2—Significant Accounting Policies—Investments at Fair Value").

** Indicates assets that Sutter Rock Capital Corp believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).

** Indicates assets that SuRo Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).

Of the Company’s total investments as of December 31, 2020, 22.56% of its total investments are non-qualifying assets.

*** Investment is income-producing.

“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of Sutter Rock Capital Corp., as defined in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of Sutter Rock Capital Corp.

if Sutter Rock Capital Corp.

(1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.

if SuRo Capital Corp.

owns 5% or more of the voting securities ( i.e.

, securities with the right to elect directors) of such company.

“Control Investments” are investments in those companies that are “Controlled Companies” of Sutter Rock Capital Corp., as defined in the 1940 Act.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

(2) “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act.

(3) As of December 31, 2020, the investments noted had been placed on non-accrual status.

(4) The SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.) preferred shares held by SuRo Capital Corp.

do not entitle SuRo Capital Corp.

to a preferred dividend rate.

During the year ended December 31, 2020, SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.) declared, and Sutter Rock Capital Corp.

(f/k/a GSV Sustainability Partners, Inc.) declared, and SuRo Capital Corp.

received, an aggregate of $450,000 in dividend distributions.

Sutter Rock Capital Corp.’s investments in StormWind, LLC are held through Sutter Rock Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

On October 24, 2019, CUX, Inc.

(d/b/a CorpU) completed a recapitalization, which amended Sutter Rock Capital Corp.'s investment in the Senior Subordinated Convertible Promissory Note.

On September 11, 2019, Sutter Rock Capital Corp.

agreed to convert its 5% Convertible Promissory Note due 12/31/2018 to Ozy Media, Inc.

and all related accrued interest, into 683,482 shares of Ozy Media, Inc.'s Series C-2 preferred shares.

On August 23, 2019, Sutter Rock Capital Corp.

SuRo Capital Corp.

does not anticipate that SPBRX, INC.

will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.

(5) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

(6) On August 23, 2019, SuRo Capital Corp.

amended the structure of its investment in NestGSV, Inc.

(d/b/a GSV Labs, Inc.).

As part of the agreement, Sutter Rock’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

(d/b/a OneValley, Inc.).

As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

NestGSV, Inc.

(d/b/a GSV Labs,Inc.) has the right to call the position at any time over a five year period, while Sutter Rock Capital Corp.

(d/b/a OneValley,Inc.) has the right to call the position at any time over a five year period, while SuRo Capital Corp.

can put the shares to NestGSV, Inc.

(d/b/a GSV Labs, Inc.) at the end of the five year period.

As part of the agreement, previously accrued interest under Sutter Rock Capital Corp.’s 12% Convertible Promissory Note due 12/31/2019 will be capitalized into the principal of the extended note, and the interest on the note is reduced from 12% to 8%.

The Convertible Promissory Note’s maturity was extended to August 23, 2024.

Under the amended structure, Sutter Rock Capital Corp.’s fully diluted ownership of voting securities decreased from 50.0% to 8.5%.

As such, Sutter Rock Capital Corp.'s investments in NestGSV, Inc.

(d/b/a GSV Labs, Inc.) have been recategorized from controlled investments to non-controlled/affiliated investments.

On November 26, 2019, Sutter Rock Capital Corp.

invested $250,000 in StormWind, LLC's Series D financing round.

As part of the round, Sutter Rock Capital Corp.'s fully diluted ownership of voting securities decreased from 25.6% to 23.4%.

As such, Sutter Rock Capital Corp.'s investments in StormWind, LLC have been recategorized from controlled investments to non-controlled/affiliated investments.

SUTTER ROCK CAPITAL CORP.

(d/b/a OneValley, Inc.) at the end of the five year period.

(7) During the year ended December 31, 2020, GreenAcreage Real Estate Corp.

declared an aggregate of $317,617 in dividend distributions.

SuRo Capital Corp.

does not anticipate that Green Acreage Real Estate Corp.

will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

SURO CAPITAL CORP.

AND SUBSIDIARIES

3 unchanged sentences

Transactions during the year ended December 31, 2019 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:

Type/Industry/Portfolio Company/Investment

Interest, Fees, or

Schedule of Investments In, and Advances to, Affiliate

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

Fair Value at

in Income Fair Value at December 31,

2018 Corporate Action Purchases,

Capitalized Fees,

Gains/(Losses)

Fair Value at

Amortization Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2019 Percentage

CONTROLLED INVESTMENTS * (2)

Debt Investments

Global Innovation Platform

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Convertible Promissory Note 12% Due 12/31/2019*** (10)

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Unsecured Promissory Note 12% Due 1/15/2018*** (8)

Total Global Innovation Platform

Total Debt Investments

Preferred Stock

1 unchanged sentence

(f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A*** (3)

14,300,000 $ 400,000 $ 750,198 $ — $ — $ — $ 25,000 $ 775,198 0.39 %

Global Innovation Platform

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred stock Series A-4

(d/b/a OneValley, Inc.)–Preferred stock Series A-4 (7)

— — 4,960,553 (4,904,498) — — (56,055) — — %

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred stock Series A-3

(d/b/a OneValley, Inc.)–Preferred stock Series A-3 (7)

— — 1,735,134 (2,005,730) — — 270,596 — — %

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred stock Series A-2

(d/b/a OneValley, Inc.)–Preferred stock Series A-2 (7)

— — 300,000 (605,500) — — 305,500 — — %

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred stock Series A-1

(d/b/a OneValley, Inc.)–Preferred stock Series A-1 (7)

— — 499,999 (1,021,778) — — 521,779 — — %

Total Global Innovation Platform — 7,495,686 (8,537,506) — — 1,041,820 — — %

Interactive Learning

StormWind, LLC–Preferred shares, Series C 8% (3)

StormWind, LLC–Preferred shares, Series B 8% (3)

StormWind, LLC–Preferred shares, Series A 8% (3)

Total Interactive Learning

Total Preferred Stock 400,000 8,245,884 (8,537,506) — — 1,066,820 775,198 0.39 %

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

Type/Industry/Portfolio Company/Investment

Interest, Fees, or

Dividends Credited

Fair Value at

Capitalized Fees,

Gains/(Losses)

Fair Value at

Global Innovation Platform

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-3, Strike Price $1.33, Expiration Date 4/4/2021 (10)

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 10/6/2021 (10)

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 7/18/2021

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 11/29/2021

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 (10)

Total Global Innovation Platform

Total Warrants

Clean Technology

2 unchanged sentences

NestGSV, Inc.

(d/b/a GSV Labs, Inc.)–Common shares

(d/b/a OneValley, Inc.)–Common shares (7)

— — — (1,000) — — 1,000 — — %

Total Common Stock — — (1,000) — — 1,000 — — %

TOTAL CONTROLLED INVESTMENTS* (2)

NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)

Debt Investments

Corporate Education

(d/b/a CorpU)–Senior Subordinated Convertible Promissory Note 10% Due 2/14/2020*** (4)

SUTTER ROCK CAPITAL CORP.

$ 400,000 $ 8,245,884 $ (8,538,506) $ — $ — $ 1,067,820 $ 775,198 0.39 %

SURO CAPITAL CORP.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2020

Type/Industry/Portfolio Company/Investment

Interest, Fees, or

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

Fair Value at

in Income Fair Value at December 31,

2018 Corporate Action Purchases,

Capitalized Fees,

Gains/(Losses)

Fair Value at

Amortization Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2019 Percentage

NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)

Debt Investments

Corporate Education

(d/b/a CorpU)–Senior Subordinated Convertible Promissory Note 4% Due 2/14/2023 (5)

$ 1,251,158 $ (13,142) $ 1,360,489 $ — $ 3,553 $ (109,331) $ (941,922) $ 312,789 0.16 %

Digital Media Platform

Ozy Media, Inc.–Convertible Promissory Note 5% Due 12/31/2018*** (6)

Ozy Media, Inc.–Promissory Note 10% Due 2/12/2018*** (7)

Total Digital Media Platform

$ — 72,864 3,153,575 (2,102,384) — — (1,051,191) — — %

Social Cognitive Learning

Declara, Inc.–Convertible Promissory Note 12% Due 4/30/2018 $ — — — — 680 (2,334,832) 2,334,152 — — %

Global Innovation Platform

NestGSV, Inc.

(d/b/a OneValley, Inc.) –Convertible Promissory Note 8% Due 8/23/2024*** (7)

$ 1,010,198 107,611 936,525 — 78,739 — (5,066) 1,010,198 0.50 %

Total Global Innovation Platform 107,611 936,525 — 78,739 — (5,066) 1,010,198 0.50 %

Total Debt Investments 167,333 5,450,589 (2,102,384) 82,972 (2,444,163) 335,973 1,322,987 0.66 %

10 unchanged sentences

Total Education Media Platform — 519,848 — — (1,002,161) 482,313 — — %

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

in Income Fair Value at December 31,

2018 Corporate Action Purchases,

Capitalized Fees,

Amortization Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2019 Percentage

Knowledge Networks

3 unchanged sentences

Digital Media Platform

OzyMedia, Inc.–Preferred shares, Series C-2 6% (6)

683,482 — — 2,102,384 311,794 — 556,074 2,970,252 1.49 %

OzyMedia, Inc.–Preferred shares, Series B 6% 922,509 — — — — — 5,001,420 5,001,420 2.50 %

2 unchanged sentences

Total Digital Media Platform — — 2,102,384 311,794 — 12,087,744 14,501,922 7.25 %

Global Innovation Platform

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred stock Series A-4 (7)

— — — — — — — — — %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred stock Series A-3 (7)

— — — — — — — — — %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred stock Series A-2 (7)

— — — — — — — — — %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred stock Series A-1 (7)

— — — — — — — — — %

Total Global Innovation Platform — — — — — — — — %

Interactive Learning

StormWind, LLC–Preferred shares, Series D 8% (4)(8)

329,337 — — — 257,267 — 245,853 503,120 0.25 %

StormWind, LLC–Preferred shares, Series C 8% (4)

2,779,134 — 7,194,971 — — — (1,803,971) 5,391,000 2.70 %

StormWind, LLC–Preferred shares, Series B 8% (4)

3,279,629 — 5,770,328 — — — (2,521,524) 3,248,804 1.62 %

StormWind, LLC–Preferred shares, Series A 8% (4)

366,666 — 421,525 — — — (263,576) 157,949 0.08 %

Total Interactive Learning — 13,386,824 — 257,267 — (4,343,218) 9,300,873 4.65 %

Total Preferred Stock — 14,784,677 2,102,384 569,061 (11,002,160) 17,383,813 23,837,775 11.92 %

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

1 unchanged sentence

December 31, 2020

Type/Industry/Portfolio Company/Investment

Interest, Fees, or

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

Fair Value at

in Income Fair Value at December 31,

2018 Corporate Action Purchases,

Capitalized Fees,

Gains/(Losses)

Fair Value at

Amortization Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2019 Percentage

Corporate Education

2 unchanged sentences

OzyMedia, Inc.–Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 295,565 — — — — — 1,182,260 1,182,260 0.59 %

Total Warrants

Global Innovation Platform

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series A-3, Strike Price $1.33, Expiration Date 4/4/2021 (7)

187,500 — 26,250 — — — (5,625) 20,625 0.01 %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 10/6/2021 (7)

500,000 — 145,000 — — — (10,000) 135,000 0.07 %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 7/18/2021 (7)

250,000 — 70,000 — — — (7,500) 62,500 0.03 %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 11/29/2021 (7)

100,000 — 556 — — — (556) — — %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022 (7)

125,000 — 694 — — — (694) — — %

NestGSV, Inc.

(d/b/a OneValley, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 (7)

250,000 — 5,000 — — — (2,500) 2,500 0.00 %

Derivative Security, Expiration Date 8/23/2024 (7)

1 — — 8,538,506 16,618 — (4,674,503) 3,880,621 1.94 %

Total Global Innovation Platform — 247,500 8,538,506 16,618 — (4,701,378) 4,101,246 2.05 %

Total Options — 267,446 8,538,506 16,618 — (3,539,064) 5,283,506 2.64 %

Online Education

Curious.com, Inc.–Common shares 1,135,944 — — — — — — — — %

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

in Income Fair Value at December 31,

2018 Corporate Action Purchases,

Capitalized Fees,

Amortization Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2019 Percentage

Cannabis REIT

GreenAcreage Real Estate Corp.

-Common shares 375,000 $ — $ — $ — $ 7,501,530 $ — $ (1,530) $ 7,500,000 3.75 %

Total Common Stock — — — 7,501,530 — (1,530) 7,500,000 3.75 %

1 unchanged sentence

$ 167,333 $ 20,502,712 $ 8,538,506 $ 8,170,181 $ (13,446,323) $ 14,179,192 $ 37,944,268 18.98 %

____________________

* All portfolio investments are non-income-producing, unless otherwise identified.

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Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors.

Unless otherwise noted, all investments were pledged as collateral under the Credit Facility.

The Company’s and GSV Asset Management’s officers and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.

Unless otherwise noted, all investments were pledged as collateral under the senior secured revolving Credit Facility with Western Alliance Bank (the "Credit Facility").

The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.

(Refer to “Note 3—Related-Party Arrangements”).

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(Refer to "Note 2—Significant Accounting Policies—Investments at Fair Value").

Indicates assets that GSV Capital Corp.

believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.

** Indicates assets that SuRo Capital Corp believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).

Of the Company’s total investments as of December 31, 2019, 0.00% of its total investments are non-qualifying assets.

*** Investment is income-producing.

“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSV Capital Corp., as defined in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of GSV Capital Corp.

if GSV Capital Corp.

(1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act.

In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.

if SuRo Capital Corp.

owns 5% or more of the voting securities ( i.e.

, securities with the right to elect directors) of such company.

“Control Investments” are investments in those companies that are “Controlled Companies” of GSV Capital Corp., as defined in the 1940 Act.

(2) “Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act.

GSV Capital Corp.’s investments in StormWind, LLC are held through GSV Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

SUTTER ROCK CAPITAL CORP.

(3) During the year ended December 31, 2019, SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.) declared, and SuRo Capital Corp.

received, an aggregate of $400,000 in dividend distributions.

(4) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.

(5) On October 24, 2019, CUX, Inc.

(d/b/a CorpU) completed a recapitalization, which amended SuRo Capital Corp.'s investment in the Senior Subordinated Convertible Promissory Note.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2020

Interest will accrue daily on the unpaid principal balance of the note.

Interest began compounding annually on November 26, 2015.

Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc.

(d/b/a CorpU), or (b) the maturity of the note.

On October 31, 2018, GSV Capital Corp.

agreed to extend the maturity of the Senior Subordinated Convertible Promissory Note to CUX, Inc.

(d/b/a CorpU) until February 14, 2020, with a new interest rate of 10%.

Accrued interest will continue to be compounded annually on November 26 of the current and each subsequent year until repaid.

On February 23, 2018, CUX, Inc.

(d/b/a CorpU) agreed to extend the maturity of the GSV Capital Corp.'s Series D warrants until August 1, 2018.

On July 31, 2018, CUX, Inc.

(d/b/a CorpU) agreed to further extend the maturity of GSV Capital Corp.'s Series D warrants until November 26, 2018.

On October 31, 2018, an d in connection with the extension of the maturity date on the related debt investment, CUX, Inc.

(d/b/a CorpU) agreed to further extend the maturity of GSV Capital Corp's Series D warrants until February 14, 2020.

On January 31, 2018, the maturity date of the convertible promissory note to Declara, Inc.

was extended an additional three months to April 30, 2018 and the interest rate on the convertible promissory note increased to 12% per annum (including 365 days for the purposes of accrual).

On January 31, 2018 the convertible promissory note to Declara Inc.

was placed on non-accrual status.

On April 30, 2018, the Company deemed this investment to be in default based on Declara Inc.'s financial position.

Effective April 9, 2018, the term of Ozy Media Inc.'s notes were extended through the issuance of a new convertible promissory note, which extended the maturity date of the existing notes to October 31, 2018 and then to December 31, 2018 once certain conditions were satisfied.

Effective August 17, 2018, Ozy Media Inc.

executed an additional debt amendment, which expanded its borrowing limit.

In consideration for amending and restating the existing notes, the Company was issued warrants exercisable for 295,565 shares of Ozy Media Inc.'s common stock.

Subsequent to the year-ended December 31, 2018, Ozy Media Inc.'s obligations under its financing arrangements with the Company became past due.

On January 12, 2018, the unsecured promissory note to NestGSV, Inc.

(d/b/a GSV Labs, Inc.) was repaid, with interest.

As of December 31, 2018, the investments noted had been placed on non-accrual status.

Effective July 31, 2018, GSV Capital Corp agreed to extend the Convertible Promissory Note to NestGSV, Inc.

(d/b/a GSV Labs, Inc.) until December 31, 2018, with a new interest rate of 12%.

Previously accrued interest will be capitalized into the principal of the extended note.

The Convertible Promissory Note continues to accrue interest at 12%.

The Company also received an additional 250,000 Series B Preferred Warrants due December 31, 2023.

On June 8, 2018, Curious.com, Inc.

completed a recapitalization and issued new Series C preferred shares.

In connection with the offering, GSV Capital Corp.'s 3,407,834 Series B preferred shares were converted into common shares.

Additionally, a 1:3 reverse stock split was declared on the now common shares.

The SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.) preferred shares held by GSV Capital Corp.

do not entitle GSV Capital Corp.

to a preferred dividend rate.

During the year ended December 31, 2018, SPBRX, INC.

declared, and GSV Capital Corp.

received, an aggregate of $625,000 in cash distributions.

GSV Capital Corp.

does not anticipate that SPBRX, INC.

will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.

SUTTER ROCK CAPITAL CORP.

(6) On September 11, 2019, SuRo Capital Corp.

agreed to convert its 5% Convertible Promissory Note due 12/31/2018 to Ozy Media, Inc.

and all related accrued interest, into 683,482 shares of Ozy Media, Inc.'s Series C-2 preferred shares.

(7) On August 23, 2019, SuRo Capital Corp.

amended the structure of its investment in NestGSV, Inc.

(d/b/a OneValley, Inc.).

As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.

NestGSV, Inc.

(d/b/a OneValley,Inc.) has the right to call the position at any time over a five year period, while SuRo Capital Corp.

can put the shares to NestGSV, Inc.

(d/b/a OneValley, Inc.) at the end of the five year period.

As part of the agreement, previously accrued interest under SuRo Capital Corp.’s 12% Convertible Promissory Note due 12/31/2019 will be capitalized into the principal of the extended note, and the interest on the note is reduced from 12% to 8%.

The Convertible Promissory Note’s maturity was extended to August 23, 2024.

Under the amended structure, SuRo Capital Corp.’s fully diluted ownership of voting securities decreased from 50.0% to 8.5%.

As such, SuRo Capital Corp.'s investments in NestGSV, Inc.

(d/b/a OneValley, Inc.) have been recategorized from controlled investments to non-controlled/affiliated investments.

(8) On November 26, 2019, SuRo Capital Corp.

invested $250,000 in StormWind, LLC's Series D financing round.

As part of the round, SuRo Capital Corp.'s fully diluted ownership of voting securities decreased from 25.6% to 23.4%.

As such, SuRo Capital Corp.'s investments in StormWind, LLC have been recategorized from controlled investments to non-controlled/affiliated investments.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2020

NOTE 5—SHARE REPURCHASE PROGRAM, EQUITY OFFERINGS AND RELATED EXPENSES

NOTE 5—COMMON STOCK

Share Repurchase Program

On August 8, 2017, the Company announced a $5.0 million discretionary open-market share repurchase program of shares of the Company’s common stock, $0.01 par value per share, of up to $5.0 million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”).

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On August 5, 2019, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) August 4, 2020 or (ii) the repurchase of $25.0 million in aggregate amount of our common stock.

On March 9, 2020, our Board of Directors authorized a $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) March 8, 2021 or (ii) the repurchase of $30.0 million in aggregate amount of our common stock.

On October 28, 2020, our Board of Directors authorized a $10.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2021 or (ii) the repurchase of $40.0 million in aggregate amount of our common stock.

The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities.

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Under the Share Repurchase Program, we may repurchase our outstanding common stock in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934, as amended.

During the year ended December 31, 2020, the Company repurchased 1,655,848 shares of the Company’s common stock.

As of December 31, 2020, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $9.6 million.

Amended and Restated 2019 Equity Incentive Plan

Refer to “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock granted to non-employee directors under the Amended & Restated 2019 Equity Incentive Plan (as defined herein).

Conversion of 4.75% Convertible Senior Notes due 2023

For the year ended December 31, 2020 the Company issued 174,888 shares of its common stock and cash for fractional shares upon the conversion of $1,785,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.

Refer to “Note 10—Debt Capital Activities” and "Note 12 — Subsequent Events" for more detail regarding conversion terms.

At-the-Market Offering

On July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the “Initial Sales Agreement”), with BTIG, LLC, JMP Securities LLC and Ladenburg Thalmann & Co., Inc.

(collectively, the “Agents”).

Under the Initial Sales Agreement, the Company may, but has no obligation to, issue and sell up to $50,000,000 in aggregate amount of shares of its common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

(the "ATM Program").

On September 23, 2020, the Company increased the maximum amount of Shares to be sold through the ATM Program to $150,000,000 from $50,000,000.

In connection with the upsize of the ATM Program to $150,000,000, the Company entered into Amendment No.

1 to the At-the-Market Sales Agreement, dated September 23, 2020, with the Agents (the “Amendment No.

1 to the Sales Agreement,” and together with the Initial Sales Agreement, the “Sales Agreement”).

The Company intends to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with its investment objective and strategy and for general corporate purposes.

Sales of the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Capital Market or sales made to or through a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated prices.

Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from time to time.

The Agents will receive a commission from the Company equal to up to 2.0% of the gross sales price of any Shares sold through the Agents under the Sales Agreement and reimbursement of certain expenses.

The Sales Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

During the year ended December 31, 2020, the Company issued and sold 3,808,979 Shares under the ATM Program at a weighted-average price of $13.36 per share, for gross proceeds of $50,900,326 and net proceeds of $49,882,319, after deducting commissions to the Agents on Shares sold.

As of December 31, 2020, up to approximately $99.1 million in aggregate amount of the Shares remain available for sale under the ATM Program.

Modified Dutch Auction Tender Offer

On October 21, 2019, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”) to purchase for cash up to $10.0 million in shares of its common stock from its stockholders, which expired on November 20, 2019.

In accordance with the terms of the Modified Dutch Auction Tender Offer, the Company selected the lowest price per share of not less than $6.00 per share and not greater than $8.00 per share, less any applicable withholding taxes and without interest, that could allow the Company to purchase that number of shares having an aggregate purchase price of $10.0 million.

Upon the terms and subject to the conditions of the Modified Dutch Auction Tender Offer, if shares having an aggregate purchase price of less than $10.0 million were properly tendered and not properly withdrawn, the Company would purchase all shares properly tendered and not properly withdrawn.

Pursuant to the Modified Dutch Auction Tender Offer, the Company repurchased 1,449,275 shares, representing 7.6% of its outstanding shares, on or about November 22, 2019, at a price of $6.90 per share on a pro rata basis, excluding fees and expenses relating to the self-tender offer.

Upon expiration of the Modified Dutch Auction Tender Offer on November 20, 2019, the Company repurchased 1,449,275 shares, representing 7.6% of its outstanding shares, at a price of $6.90 per share on a pro rata basis, excluding fees and expenses relating to the self-tender offer.

The Company has determined that the proration factor for the tender offer was 78.1%.

The Company used available cash to fund the purchases of its shares of common stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.

During the year ended December 31, 2019 , the Company repurchased 749,128 shares of the Company’s common stock, including shares repurchased through the Modified Dutch Auction Tender Offer.

As of December 31, 2019 , the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $5.0 million.

No new shares of the Company’s common stock were issued during the year ended December 31, 2019 .

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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NOTE 6—NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED

The following information sets forth the computation of basic and diluted net increase in net assets resulting from operations per common share, pursuant to ASC 260, for the year ended December 31, 2019 and 2018 .

Year Ended December 31,

2020 2019 2018

Earnings per common share–basic:

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Adjustment for interest and amortization on 4.75% Convertible Senior Notes due 2023 (1)

2,239,210 2,269,124 —

Net change in net assets resulting from operations, as adjusted $ 77,576,648 $ 26,222,821 $ 891,743

Adjustment for dilutive effect of 4.75% Convertible Senior Notes due 2023 (1)

3,880,545 3,741,208 —

Weighted-average common shares outstanding–diluted 21,790,898 23,069,622 20,617,890

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In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time.

As of December 31, 2019 and December 31, 2018 , the Company had not entered into any investment agreements that required it to make a future investments in a portfolio company.

As of December 31, 2020 and December 31, 2019, the Company had $10,000,000 and $0, respectively, in non-binding investment agreements that required it to make a future investment in a portfolio company.

From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its rights under contracts with its portfolio companies.

While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial condition or results of operations.

Except as described below, the Company is not currently a party to any material legal proceedings.

On March 12, 2020, a complaint was filed in the United States District Court in the Northern District of California, by Sutter Hill Ventures, captioned, Sutter Hill Ventures, a California limited partnership (Plaintiff) v.

Sutter Rock Capital Corp, a Maryland corporation (Defendant).

The complaint alleges that the Defendant infringed on the Plaintiff’s federally-registered service mark SUTTER HILL VENTURES;

engaged in unfair competition and false designation of origin under Section 43(a) of the Latham Act;

and related claims of unfair competition and trademark infringement under California common law.

The Plaintiff is seeking an injunction on Defendant from using the SUTTER ROCK and SUTTER ROCK CAPITAL marks and trade names, or any other mark or name that it views as similar to SUTTER HILL and SUTTER HILL VENTURES;

an unspecified amount of damages and disgorgement of Defendant’s profits;

a determination that the alleged infringement was willful, intentional and deliberate,

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

warranting an award to Plaintiff of three times Defendant’s profits and three times Plaintiff’s damages;

an award of Plaintiff’s attorney’s fees and cost;

and an award of prejudgment and post judgment interest.

While the Company is unable to determine the ultimate outcome of this matter, the Company believes that the alleged claims in the complaint are frivolous and completely without merit and intend to defend this lawsuit vigorously.

The Company is not currently a party to any material legal proceedings.

Operating Leases & Related Deposits

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The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the lease.

As of December 31, 2019 , the Company has booked a right of use asset and operating lease liability of $ 787,056 and $ 787,056 , respectively, on the Consolidated Statements of Assets and Liabilities.

As of December 31, 2019 and December 31, 2018, the Company recorded a security deposit of $ 16,574 and $0, respectively, on the Consolidated Statements of Assets and Liabilities.

For the year ended December 31, 2019 , the Company incurred $ 73,059 of operating lease expense.

The amounts reflected on the Consolidated Statements of Assets and Liabilities have been discounted using the rate implicit in the lease.

As of December 31, 2020 and December 31, 2019, the Company booked a right of use asset and operating lease liability of $633,736 and $787,056, respectively, on the Consolidated Statement of Assets and Liabilities.

As of December 31, 2020 and December 31, 2019, the Company recorded a security deposit of $16,574 and $16,574, respectively, on the Consolidated Statement of Assets and Liabilities.

For the years ended December 31, 2020 and 2019, the Company incurred $180,254 and $73,059 of operating lease expense, respectively.

The amounts reflected on the Consolidated Statement of Assets and Liabilities have been discounted using the rate implicit in the lease.

As of December 31, 2020, the remaining lease term was 3.6 years and the discount rate was 3.00%.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

The following table shows future minimum payments under the Company's operating lease as of December 31, 2020:

For the Years Ended December 31,

SUTTER ROCK CAPITAL CORP.

For the Years Ended December 31, Amount

SURO CAPITAL CORP.

AND SUBSIDIARIES

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Year Ended December 31,

2020 2019 2018 2017 2016

Per Basic Share Data

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Net investment loss (1)

(0.81) (0.49) (0.37) (0.95) (0.06)

Net realized gain/(loss) on investments (1)

Benefit from taxes on net realized loss of investments (1)

0.92 0.99 (0.36) 0.04 (0.12)

Realized loss on partial repurchase of 5.25% Convertible Senior Notes due 2018 (1)

— — (0.02) — —

Net change in unrealized appreciation/(depreciation) of investments (1)

3.78 0.69 0.47 1.59 (3.30)

Benefit from taxes on unrealized depreciation of investments (1)

— 0.05 0.33 0.13 0.10

Dividends declared (0.87) (0.32) — — (0.04)

Issuance of common stock from public offering 0.30 — — — —

Issuance of common stock from conversion of 4.75% Convertible Notes due 2023 (0.11) — — — —

Repurchase of common stock 0.43 0.52 0.20 0.18 —

Stock-based compensation (1)

0.12 0.05 — — —

Net asset value at end of year $ 15.14 $ 11.38 $ 9.89 $ 9.64 $ 8.66

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Total return based on market value (2)

99.85 % 31.61 % (4.22) % 8.35 % (23.29) %

Total return based on net asset value (2)

33.04 % 15.08 % 2.59 % 11.32 % (27.74) %

Shares outstanding at end of year 19,914,023 17,564,244 19,762,647 21,246,345 22,181,003

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Ratio of gross operating expenses to average net assets (3)

7.95 % 6.08 % 7.09 % 11.25 % 0.82 %

Ratio of incentive fee waiver to average net assets — % — % (2.40) % — % — %

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Ratio of net operating expenses to average net assets (3)

7.95 % 5.66 % 1.04 % 9.51 % (0.05) %

Ratio of net investment loss to average net assets (3)

(7.07) % (4.52) % (3.66) % (10.47) % (0.52) %

Portfolio Turnover Ratio 14.87 % 12.95 % 5.01 % 0.07 % 4.46 %

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Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share.

For the year ended December 31, 2019 , the Company excluded $1,769,820 of non-recurring reduction in expenses.

For year ended December 31, 2018 , the Company excluded $ 352,667 of non-recurring expenses.

(3) For the year ended December 31, 2020, the Company excluded $1,962,431 of non-recurring expenses.

For the year ended December 31, 2019, the Company excluded $1,769,820 of non-recurring expenses.

For the year ended December 31, 2018, the Company excluded $352,667 of non-recurring expenses.

Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary from these ratios.

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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NOTE 9—INCOME TAXES

The Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2014, has qualified to be treated as a RIC for subsequent taxable years and expects to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs.

Due to the Company’s election to be treated as RIC, the associated previously accrued benefits from, and provisions for, taxes from prior periods were reversed for the year ended December 31, 2015.

Typically for a taxable entity, a net investment loss would generate a benefit from taxes;

however, as a result of our election to be treated as a RIC, we reversed the previously accrued benefits from taxes on net investment loss from prior periods.

Typically for a taxable entity, net realized capital gains would generate a provision for taxes;

however, as a result of our election to be treated as a RIC, we reversed the previously accrued provisions for taxes on net realized capital gains from prior periods.

As a result of our election to be treated as a RIC, we reversed the previously accrued provisions for taxes on unrealized appreciation of investments from prior periods.

This reversal resulted in a larger benefit for taxes on unrealized depreciation of investments than would have been accrued solely based on the unrealized depreciation of investments for the year ended December 31, 2015.

As a result of the Company electing to be treated as a RIC for the taxable year ended December 31, 2014 in connection with the filing of its 2014 tax return, it may be required to pay a corporate-level U.S.

federal income tax on the amount of the net built-in gains, if any, in its assets (the amount by which the net fair market value of the Company’s assets exceeds the net adjusted basis in its assets) as of the date of conversion to a RIC ( i.e.

, the beginning of the first taxable year that the Company qualifies as a RIC, which would be January 1, 2014) to the extent that such gains are recognized by the Company during the applicable recognition period, which is the five -year period beginning on the date of conversion.

Any corporate-level built-in-gains tax is payable at the time the built-in gains are recognized (which generally will be the years in which the assets with the built-in-gains are sold in a taxable transaction).

The amount of this tax will vary depending on the assets that are actually sold by the Company in this five -year period, the actual amount of net built-in gain or loss present in those assets as of the date of conversion, and the effective tax rates at such times.

The payment of any such corporate-level U.S.

federal income tax on built-in gains will be a Company expense that will reduce the amount available for distribution to stockholders.

The built-in-gains tax is calculated by determining the RIC’s net unrealized built-in gains, if any, by which the fair market value of the assets of the RIC at the beginning of its first RIC year exceeds the aggregate adjusted basis of such assets at that time.

As of January 1, 2014, the Company had net unrealized built-in gains.

It did not incur a built-in-gains tax for the 2014 tax year due to the fact that there were sufficient net capital loss carryforwards to completely offset recognized built-in gains as well as available net operating losses.

The Company elected to be treated as a RIC for the taxable year ended December 31, 2014 in connection with the filing of its 2014 tax return.

As a result, the Company was required to pay a corporate-level U.S.

federal income tax on the amount of the net built-in gains in its assets (the amount by which the net fair market value of the Company’s assets exceeds the net adjusted basis in its assets) either (1) as of the date it converted to a RIC (i.e., the beginning of the first taxable year that the Company qualifies as a RIC, which would be January 1, 2014), or (2) to the extent that the Company recognized such net built-in gains during the five-year recognition period beginning on the date of conversion.

As of January 1, 2014, the Company had net unrealized built-in gains, but did not incur a built-in-gains tax for the 2014 tax year due to the fact that there were sufficient net capital loss carryforwards to completely offset recognized built-in gains as well as available net operating losses.

The five-year recognition period ended on December 31, 2018.

As of December 31, 2019 and December 31, 2018 , the Company recorded a deferred tax liability of approximately $0.0 million and $0.9 million , respectively, of which approximately $0.0 million and $0.9 million relate to the difference in the book and tax basis of certain equity investments and net tax operating losses held by the Taxable Subsidiaries.

The Company is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.

The Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2014, has qualified to be treated as a RIC for subsequent taxable years.

The Company intends to continue to operate so as to qualify to be subject to tax treatment as a RIC under Subchapter M of the Code and, as such, will not be subject to U.S.

federal income tax on the portion of taxable income (including gains) distributed as dividends for U.S.

federal income tax purposes to stockholders.

Taxable income includes the Company’s taxable interest, dividend and fee income, reduced by certain deductions, as well as taxable net realized investment gains.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are not included in taxable income until they are realized.

SUTTER ROCK CAPITAL CORP.

To qualify and be subject to tax as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing dividends of an amount generally at least equal to 90% of its investment company taxable income, as defined by the Code and determined without regard to any deduction for distributions paid, to its stockholders.

The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company.

To the extent that the Company’s earnings fall below the amount of dividend distributions declared, however, a portion of the total amount of the Company’s distributions for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.

During the year ended December 31, 2020, the Company declared distributions of $0.87 per share.

The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s taxable year generally based upon its taxable income for the full taxable year and distributions paid for the full taxable year.

As a result, a determination made on a by-dividend basis may not be representative of the actual tax attributes of the Company’s distributions for a full taxable year.

If the Company had determined the tax attributes of our distributions taxable year-to-date as of December 31, 2020, 100% would be from net realized investment gains.

However, there can be no certainty to stockholders that this determination is representative of what the actual tax attributes of the Company’s fiscal year of 2020 distributions to stockholders will be.

As a RIC, the Company will be subject to a 4% nondeductible U.S.

federal excise tax on certain undistributed income unless the Company makes distributions treated as dividends for U.S.

federal income tax purposes in a timely manner to its stockholders in respect of each calendar year of an amount at least equal to the sum of (1) 98% of our ordinary income (taking into account certain deferrals and elections) for each calendar year, (2) 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the 1-year period ending October 31 of each such calendar year and (3) any ordinary income and net capital gains for preceding years, but not distributed during such years and on which the Company paid no U.S.

federal income tax.

The Company will not be subject to this excise tax on any amount on which the Company incurred U.S.

federal corporate income tax (such as the tax imposed on a RIC’s retained net capital gains).

Depending on the level of taxable income earned in a taxable year, the Company may choose to carry over taxable income in excess of current taxable year distributions from such taxable income into the next taxable year and incur a 4% excise tax on such taxable income, as required.

The maximum amount of excess taxable income that may be carried over for distribution in the next taxable year under the Code is the total amount of distributions paid in the following taxable year, subject to certain declaration and payment guidelines.

To the extent the Company chooses to carry over taxable income into the next taxable year, distributions declared and paid by the Company in a taxable year may differ from the Company’s taxable income for that taxable year as such distributions may include the distribution of current taxable year taxable income, the distribution of prior taxable year taxable income carried over into and distributed in the current taxable year, or returns of capital.

The Company has taxable subsidiaries which hold certain portfolio investments in an effort to limit potential legal liability and/or comply with source-income type requirements contained in the RIC tax provisions of the Code.

These taxable subsidiaries are consolidated for U.S.

GAAP and the portfolio investments held by the taxable subsidiaries are included in the Company’s consolidated financial statements and are recorded at fair value.

These taxable subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities as a

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2020

result of their ownership of certain portfolio investments.

Any income generated by these taxable subsidiaries generally would be subject to tax at normal corporate tax rates based on its taxable income.

The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that it may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S.

federal excise tax.

As of December 31, 2020 and December 31, 2019, the Company recorded a deferred tax liability of approximately $0.0 million and $0.0 million, respectively.

The Company is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.

federal and state income tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences may be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law.

15 unchanged sentences

Year Ended December 31,

2020 2019 2018

Ordinary income $ — $ — $ —

5 unchanged sentences

The net unrealized appreciation/(depreciation) on investments owned at December 31, 2020 and 2019, was $120,801,588 and $47,390,956, respectively.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

At December 31, 2020 and 2019, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Consolidated Statements of Assets and Liabilities by temporary and other book/tax differences, primarily relating to the tax treatment of certain investments in partnerships and wholly-owned subsidiary corporations, and organizational expenses, as follows:

3 unchanged sentences

Components of distributable earnings at year end $ 118,684,815 $ 47,060,434

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

NOTE 10—DEBT CAPITAL ACTIVITIES

5 unchanged sentences

The initial conversion rate for the 4.75% Convertible Senior Notes due 2023 was 93.2836 shares of the Company’s common stock for each $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023, which represented an initial conversion price of approximately $10.72 per share.

As a result of the Company’s Modified Dutch Auction Tender Offer and cash dividends, the conversion rate for the 4.75% Convertible Senior Notes due 2023 changed to 97.9448 shares of the Company’s common stock for each $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023, which represents a current conversion price of approximately $10.21 per share.

As a result of the Company’s Modified Dutch Auction Tender Offer and cash dividends, the conversion rate for the 4.75% Convertible Senior Notes due 2023 changed to 106.1681 shares of the Company’s common stock for each $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023, which represents a conversion price of approximately $9.42 per share as of December 31, 2020.

Following certain corporate transactions that occur on or prior to the stated maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its 4.75% Convertible Senior Notes due 2023 in connection with such a corporate transaction.

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The indenture also contains certain events of default, the occurrence of which may lead to the 4.75% Convertible Senior Notes due 2023 being due and payable before their maturity or immediately.

The table below shows a reconciliation from the aggregate principal amount of 4.75% Convertible Senior Notes due 2023 to the balance shown on the Consolidated Statements of Assets and Liabilities.

Aggregate principal amount of 4.75% Convertible Senior Notes due 2023

Direct deduction of deferred debt issuance costs

4.75% Convertible Senior Notes due 2023 Payable

As of December 31, 2019 the principal amount of the 4.75% Convertible Senior Notes due 2023 exceeded the value of the underlying shares multiplied by the per share closing price of the Company’s common stock.

The 4.75% Convertible Senior Notes due 2023 are the Company’s general, unsecured, senior obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the 4.75% Convertible Senior Notes due 2023 , equal in right of payment to any existing and future unsecured indebtedness that is not so subordinated to the 4.75% Convertible Senior Notes due 2023 , including, without limitation, the 5.25% Convertible Senior Notes due 2018 , effectively junior to any future secured indebtedness to the extent of the value of the assets securing such indebtedness, including, without

SUTTER ROCK CAPITAL CORP.

Refer to "Note 12 — Subsequent Events" for additional information.

The table below shows a reconciliation from the aggregate principal amount of 4.75% Convertible Senior Notes due 2023 to the balance shown on the Consolidated Statement of Assets and Liabilities.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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limitation, any borrowings under the Credit Facility (defined below), and structurally junior to all future indebtedness (including trade payables) incurred by the Company’s subsidiaries.

For the period from the initial issuance of the 4.75% Convertible Senior Notes due 2023 to, and including, March 27, 2019, in accordance to the agreement, the Company did not to incur any indebtedness other than certain permitted debt, including, without limitation, up to $12.0 million in borrowings under the then current Credit Facility.

In connection with the issuance of the 4.75% Convertible Senior Notes due 2023 , the Company was required under the terms of the Credit Facility to deposit any proceeds from the 4.75% Convertible Senior Notes due 2023 offering into an account at Western Alliance Bank and was required to maintain at least $65.0 million (or such lesser amount to the extent such funds are used to repay or repurchase a portion of the outstanding 5.25% Convertible Senior Notes due 2018 prior to their maturity and repayment in full) in an account at Western Alliance Bank until such time as the 5.25% Convertible Senior Notes due 2018 were repaid in full.

December 31, 2020 December 31, 2019

Initial aggregate principal amount of 4.75% Convertible Senior Notes due 2023 $ 40,000,000 $ 40,000,000

Conversion of 4.75% Convertible Senior Notes due 2023 $ (1,785,000) $ —

Direct deduction of deferred debt issuance costs $ (819,563) $ (1,196,365)

4.75% Convertible Senior Notes due 2023 Payable $ 37,395,437 $ 38,803,635

As of December 31, 2020 the principal amount of the 4.75% Convertible Senior Notes due 2023 did not exceed the value of the underlying shares multiplied by the per share closing price of the Company’s common stock.

If the share price of our common stock exceeds $9.42 per share it may be advantageous for note holders to convert their 4.75% Convertible Senior Notes due 2023 to our common stock.

The 4.75% Convertible Senior Notes due 2023 are the Company’s general, unsecured, senior obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the 4.75% Convertible Senior Notes due 2023, equal in right of payment to any existing and future unsecured indebtedness that is not so subordinated to the 4.75% Convertible Senior Notes due 2023, effectively junior to any future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all future indebtedness (including trade payables) incurred by the Company’s subsidiaries.

In connection with the issuance of the 4.75% Convertible Senior Notes due 2023, the Company was required under the terms of the Credit Facility (defined below) to deposit any proceeds from the 4.75% Convertible Senior Notes due 2023 offering into an account at Western Alliance Bank and was required to maintain at least $65.0 million (or such lesser amount to the extent such funds are used to repay or repurchase a portion of the outstanding 5.25% Convertible Senior Notes due 2018 prior to their maturity and repayment in full) in an account at Western Alliance Bank until such time as the 5.25% Convertible Senior Notes due 2018 were repaid in full.

The 5.25% Convertible Senior Notes due 2018 matured on September 15, 2018, at which time the Company repaid the remaining outstanding aggregate principal amount of the 5.25% Convertible Senior Notes due 2018, including accrued but unpaid interest.

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As a result, the company is no longer subject to such requirements.

5.25% Convertible Senior Notes due 2018

On September 17, 2013, the Company issued $69.0 million aggregate principal amount of convertible senior notes, which bear interest at a fixed rate of 5.25% per year, payable semi-annually in arrears on March 15 and September 15 of each year.

The 5.25% Convertible Senior Notes matured on September 15, 2018 (the "5.25% Convertible Senior Notes due 2018"), unless previously repurchased or converted in accordance with their terms.

The Company does not have the right to redeem the 5.25% Convertible Senior Notes due 2018 prior to maturity.

The 5.25% Convertible Senior Notes due 2018 are convertible into shares of the Company’s common stock based on a conversion rate of 83.3596 shares of the Company’s common stock per $1,000 of principal amount of the 5.25% Convertible Senior Notes due 2018, which is equivalent to a conversion price of approximately $12.00 per share of common stock.

On December 15, 2017, the Company announced the commencement of a cash tender offer (the “Tender Offer”) to purchase any and all of its $69.0 million aggregate principal amount of outstanding 5.25% Convertible Senior Notes due 2018.

As of the expiration of the Tender Offer on January 17, 2018, approximately $4.8 million aggregate principal amount of the 5.25% Convertible Senior Notes due 2018 were validly tendered and not validly withdrawn pursuant to the Tender Offer.

On March 27, 2018, the Company repurchased an additional $14.2 million aggregate principal amount of the outstanding 5.25% Convertible Senior Notes due 2018.

On September 15, 2018, we repaid the remaining outstanding aggregate principal amount of the 5.25% Convertible Senior Notes due 2018, including accrued but unpaid interest, and the 5.25% Convertible Senior Notes were no longer outstanding as of such date.

Western Alliance Bank Credit Facility

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In addition, a facility fee of $60,000 was charged upon closing of the Credit Facility, and the Loan Agreement required payment of a fee for unused amounts during the revolving period in an amount equal to 0.50% per annum of the average unused portion of the Credit Facility payable quarterly in arrears.

SUTTER ROCK CAPITAL CORP.

Under the Loan Agreement, the Company made certain customary representations and warranties and was required to comply with various affirmative and negative covenants, reporting requirements, and other customary requirements for similar credit facilities, including, without limitation, restrictions on incurring additional indebtedness (with unsecured longer-term indebtedness limited to $70.0 million in the aggregate), compliance with the asset coverage requirements under the 1940 Act, a minimum net asset value requirement of at least the greater of $60.0 million or five times the amount of the Credit Facility, a limitation on the Company’s net asset value being reduced by more than 15% of its net asset value at December 31, 2016, and maintenance of RIC and BDC status.

The Loan Agreement included usual and customary events of default for credit facilities of this nature, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to certain other indebtedness, bankruptcy, the cessation of the Investment Advisory Agreement, and the occurrence of a material adverse effect.

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AND SUBSIDIARIES

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2018, and $70.0 million in the aggregate thereafter), compliance with the asset coverage requirements under the 1940 Act, a minimum net asset value requirement of at least the greater of $60.0 million or five times the amount of the Credit Facility, a limitation on the Company’s net asset value being reduced by more than 15% of its net asset value at December 31, 2016, and maintenance of RIC and BDC status.

The Credit Facility was secured by substantially all of the Company’s property and assets.

As of December 31, 2019 , the Company had no borrowings outstanding under the Credit Facility, as the Credit Facility matured on May 31, 2019.

For the years ended December 31, 2019 and 2018, the Company had no borrowings under the Credit Facility.

As of December 31, 2020 and 2019, the Company had no borrowings outstanding under the Credit Facility, as the Credit Facility matured on May 31, 2019.

NOTE 11—STOCK-BASED COMPENSATION

On June 5, 2019, our Board of Directors adopted, and our stockholders approved, an equity-based incentive plan (“the 2019 Plan”), which authorizes equity awards to be granted for up to 1,976,264 shares of our common stock.

Under the 2019 Plan, the exercise price of awards is set on the grant date and may not be less than the fair market value per share on such date, however, that in the case of an incentive stock option granted to an employee who, at the time of the grant of such option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or the Company’s present or future parent or subsidiary corporations, as defined in Section 424(e) or (f) of the Code, or other Affiliates the employees of which are eligible to receive incentive stock options under the Code (the “10% Shareholders”), the exercise price per share shall be no less than one hundred ten percent (110%) of the fair market value per share on the date of grant.

2019 Equity Incentive Plan

On June 5, 2019, our Board of Directors adopted, and our stockholders approved, an equity-based incentive plan (the "2019 Equity Incentive Plan”), which authorizes equity awards to be granted for up to 1,976,264 shares of our common stock.

Under the 2019 Equity Incentive Plan, the exercise price of awards is set on the grant date and may not be less than the fair market value per share on such date, however, that in the case of an incentive stock option granted to an employee who, at the time of the grant of such option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or the Company’s present or future parent or subsidiary corporations, as defined in Section 424(e) or (f) of the Code, or other Affiliates the employees of which are eligible to receive incentive stock options under the Code (the “10% Shareholders”), the exercise price per share shall be no less than one hundred ten percent (110%) of the fair market value per share on the date of grant.

The fair market value shall be the closing price of the shares on the Nasdaq Capital Market on the date of grant.

On July 17, 2019, stock options providing the right to purchase up to 1,165,000 shares were granted under the 2019 Plan with an exercise price equal to the market price of our common stock at the grant date.

On July 17, 2019, stock options providing the right to purchase up to 1,165,000 shares were granted under the 2019 Equity Incentive Plan with an exercise price equal to the market price of our common stock at the grant date.

These stock options have a vesting period of 3 years with 1/3 vesting immediately on the grant date, 1/3 vesting on July 17, 2020, and the remaining 1/3 vesting on July 17, 2021.

Number of Shares

Weighted-Average Exercise Price

Weighted-Average Grant Date Fair Value

Balance as of December 31, 2018

Exercisable as of December 31, 2019

The time-based options granted on July 17, 2019 have a weighted-average fair value of $ 2.57 per share.

For the time-based options valued using the Black-Scholes option-pricing model, we used the following assumption inputs:

Assumption Inputs

Amount as of July 17, 2019

Term to exercise (years)

Risk-free interest rate

Cancellation of Stock Option Awards Under 2019 Equity Incentive Plan

On April 28, 2020, all stock option awards granted under the 2019 Equity Incentive Plan were canceled for no payment pursuant to an option cancellation agreement (the "Option Cancellation Agreement").

As a result, there are no stock option awards currently outstanding under the 2019 Equity Incentive Plan.

In accordance with FASB ASC 718, Compensation – Stock Compensation ("ASC 718"), all unrecognized compensation cost related to still unvested shares was recognized as of the date of cancellation.

For more information, including a description of the Option Cancellation Agreement, please refer to our current report on Form 8-K filed with the SEC on April 29, 2020.

Such description of the Option Cancellation Agreement is qualified in its entirety by reference to the text of such Option Cancellation Agreement filed as Exhibit 10.3 to our quarterly report on Form 10-Q for the period ended March 31, 2020 filed with the SEC on May 8, 2020.

The Company follows ASC 718 to account for stock options granted.

Under ASC 718, compensation expense associated with stock-based compensation is measured at the grant date based on the fair value of the award and is recognized over the vesting period.

Determining the appropriate fair value model and calculating the fair value of stock-based awards at the grant date requires judgment, including estimating stock price volatility, forfeiture rate, and expected option life.

The time-based options granted on July 17, 2019 were ascribed a weighted-average fair value of $2.57 per share.

The fair value of options granted under the 2019 Equity Incentive Plan was based upon a Black Scholes option pricing model using the assumptions in the following table:

Input Assumptions As of July 17, 2019 Grant Date

Term (years) 5.55

Volatility 39.47%

Risk-free rate 1.86%

Dividend yield —%

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2020

For the year ended December 31, 2019 , we recognized the stock-based compensation expense of $998,355 , and amount of cash received from the exercise of stock options was $0.

As of December 31, 2019 , there was $ 1,979,570 of total unrecognized compensation cost related to non-vested stock options granted under the 2019 Plan.

The remaining cost is expected to be recognized over the remaining weighted-average vesting period of 1.05 years.

Number of Shares Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value

Outstanding as of December 31, 2018 —

Granted 1,165,000 $ 6.57 $ 2.57

Forfeited (6,667) $ 6.57 $ 2.57

Expired (3,333) $ 6.57 $ 2.57

Outstanding as of December 31, 2019 1,155,000 $ 6.57 $ 2.57

Vested and Exercisable as of December 31, 2019 385,000 $ 6.57 $ 2.57

Cancelled (1,155,000) $ 6.57 $ 2.57

Outstanding as of December 31, 2020 —

For the years ended December 31, 2020 and 2019, we recognized stock-based compensation expense of $1,962,431 and $998,355, respectively.

The stock-based compensation expense for the year ended December 31, 2020 related to the cancellation of all granted vested and unvested options, and the amount of cash received from the exercise of stock options in 2020 and 2019 was $0 and $0, respectively.

As of December 31, 2020, there was $0 of total unrecognized compensation cost related to non-vested stock options granted under the 2019 Equity Incentive Plan, as the options were cancelled effective April 28, 2020.

Amended and Restated 2019 Equity Incentive Plan

On June 19, 2020, our Board of Directors adopted, and our stockholders approved, an amendment and restatement of the Company’s 2019 Equity Incentive Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which the Company is authorized to grant equity awards for up to 1,627,967 shares of its common stock.

In accordance with the exemptive relief granted to the Company by the SEC on June 16, 2020 with respect to the Amended & Restated 2019 Equity Incentive Plan, the Company is generally authorized to (i) issue restricted shares as part of the compensation package for certain of its employees, officers and all directors, including non-employee directors (collectively, the “Participants”), (ii) issue options to acquire shares of its common stock (“Options”) to certain employees, officers and employee directors as a part of such compensation packages, (iii) withhold shares of the Company’s common stock or purchase shares of common stock from the Participants to satisfy tax withholding obligations relating to the vesting of restricted shares or the exercise of Options granted to the certain Participants pursuant to the Amended & Restated 2019 Equity Incentive Plan, and (iv) permit the Participants to pay the exercise price of Options granted to them with shares of the Company’s common stock.

Under the Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $50,000 worth of restricted shares of common stock (based on the closing stock price of the common stock on the grant date).

Each grant of $50,000 in restricted shares will vest, in full, if the non-employee director is in continuous service as a director of the Company through the anniversary of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant).

Other than such restricted shares granted to non-employee directors, the Company’s Compensation Committee may determine the time or times at which Options and restricted shares granted to other Participants will vest or become payable or exercisable, as applicable.

The exercise price of each Option will not be less than 100% of the fair market value of the Company’s common stock on the date the option is granted.

However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s outstanding common stock (a “10% Stockholder”), will not be eligible for the grant of an incentive stock option unless the exercise price of the incentive stock option is at least 110% of the fair market value of the Company’s common stock on the date of grant.

Generally, no Option will be exercisable after the expiration of ten years from the date of grant.

In the case of an Option granted to a 10% Stockholder, the term of an incentive stock option will be for no more than five years from the date of grant.

During the year ended December 31, 2020, the Company granted 21,760 restricted shares to its non-employee directors pursuant to the Amended & Restated 2019 Equity Incentive Plan.

The Company determined that the fair values, based on the

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

grant date close price, of such restricted shares granted under the Amended & Restated 2019 Equity Incentive Plan during the year ended December 31, 2020 were approximately $200,000 in the aggregate.

As of December 31, 2020, there were approximately $200,000 of total unrecognized compensation costs related to the restricted share grants.

These costs related to the annual grants to non-employee directors are expected to be recognized upon vesting, which is approximately one year from the date of grant.

The following table summarizes the activities for the Company’s restricted share grants for the year ended December 31, 2020 under the Amended & Restated 2019 Equity Incentive Plan:

Number of Restricted Shares

Outstanding as of December 31, 2019 —

Granted 21,760

Outstanding as of December 31, 2020

Vested and Exercisable as of December 31, 2020

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

NOTE 12—SUBSEQUENT EVENTS

Portfolio Activity

From January 1, 2020 through March 13, 2020 , the Company sold investments of $ 10,786,346 as shown in the following table:

Portfolio Company

Transaction Date

Average Net Share Price

Net Proceeds (1)

Realized Gain

Parchment, Inc.

From January 1, 2021 through March 11, 2021, the Company exited or received proceeds from the following investments:

Portfolio Company Transaction Date Investment Shares Average Net Share Price (1)

Net Proceeds Realized Gain or Income

Palantir Technologies, Inc.

Various Common shares, Class A 4,618,952 $26.72 $ 123,419,194 $ 110,544,068

Palantir Lending Trust SPV I (2)

Various Equity Participation in Underlying Collateral N/A N/A $ 1,363,400 $ 1,363,400

Total $ 124,782,594 $ 111,907,468

__________________

On January 31, 2020, Parchment, Inc.

closed a merger with Credentials Solutions.

As a result of the transaction, we have received $10,786,346 in net proceeds and expect to receive approximately $110,000 in additional proceeds held in escrow.

From January 1, 2020 through March 13, 2020 , the Company did not purchase any investments.

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

(2) The Palantir Lending Trust SPV I promissory note was initially collateralized with 2,260,000 Class A common shares of Palantir Technologies, Inc.

to which SuRo Capital Corp.

retains a beneficial equity upside interest.

As of March 11, 2021, 812,290 Class A common shares remain in Palantir Lending Trust SPV I, none of which are subject to lock-up restrictions.

The realized gain from SuRo Capital Corp.'s investment in Palantir Lending Trust SPV I is generated by the proceeds from the sale of a portion of the shares collateralizing the promissory note to Palantir Lending Trust SPV I and attributable to the Equity Participation in Underlying Collateral.

From January 1, 2021 through March 11, 2021, the Company funded investments in an aggregate amount of $7,999,978 (not including capitalized transaction costs) as shown in the following table:

Portfolio Company Investment Transaction Date Gross Payments

GreenAcreage Real Estate Corp.

Common Shares 2/12/2021 $ 499,986

Churchill Sponsor VI LLC (1)

Common Shares & Warrants 2/25/2021 $ 200,000

Churchill Sponsor VII LLC (2)

Common Shares & Warrants 2/25/2021 $ 300,000

Shogun Enterprises, Inc.

Preferred Shares, Series B-1 2/26/2021 $ 3,499,994

Shogun Enterprises, Inc.

Preferred Shares, Series B-2 2/26/2021 $ 3,499,998

__________________

(1) Churchill Sponsor VI LLC is the sponsor of Churchill Capital Corp VI, a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Our investment in Churchill Sponsor VI LLC constitutes a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and President, has a non-controlling interest in the entity that controls Churchill Sponsor VI LLC, and is a non-controlling board member of Churchill Capital Corp VI.

(2) Churchill Sponsor VII LLC is the sponsor of Churchill Capital Corp VII, a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Our investment in Churchill Sponsor VII LLC constitutes a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and President, has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling board member of Churchill Capital Corp VII.

(3) Keri Findley, a senior managing director of the Company, is a non-controlling member of the board of directors of Shogun Enterprises, Inc.

and holds a minority equity interest in such company.

The Company is frequently in negotiations with various private companies with respect to investments in such companies.

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Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.

Share Repurchase Program

Please refer to "Note 5—Share Repurchase Program, Equity Offerings and Related Expenses” for additional information on the Share Repurchase Program.

From January 1, 2020 through March 13, 2020 , we repurchased an additional 237,612 shares under the Share Repurchase Program for an aggregate purchase price of $ 1.5 million.

Appointment of CCO

On March 9, 2020, our Board of Directors appointed Allison Green, our Chief Financial Officer, Treasurer and Secretary, to serve as our Chief Compliance Officer effective March 15, 2020.

Carl Rizzo served as our Chief Compliance Officer pursuant to an agreement between us and Alaric Compliance Services LLC until March 15, 2020.

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

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December 31, 2020

On January 26, 2021, the Company’s Board of Directors declared a dividend of $0.25 per share paid, in cash, on February 19, 2021 to stockholders of record as of the close of business on February 5, 2021.

On March 8, 2021, the Company's Board of Directors declared a dividend of $0.25 per share payable on April 15, 2021 to stockholders of record as of the close of business on March 30, 2021.

The dividend will be paid in cash.

Conversion of 4.75% Convertible Senior Notes due 2023

Effective as of February 5, 2021, the conversion price applicable to the 4.75% Convertible Senior Notes due 2023 was adjusted to $9.25 per share (108.0505 shares of the Company’s common stock per $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023) from the most recent conversion price of $9.42 per share (106.1681 shares of the Company’s common stock per $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023), which had been in effect since December 30, 2020.

The adjustment to the conversion rate of the 4.75% Convertible Senior Notes due 2023 was made pursuant to the supplemental indenture governing the 4.75% Convertible Senior Notes due 2023 as a result of the Company’s cash dividend of $0.25 per share, paid on February 19, 2021 to stockholders of record as of the close of business on February 5, 2021.

Redemption of 4.75% Convertible Senior Notes due 2023

On February 19, 2021, the Company caused notices of redemption to be issued to the holders of its 4.75% Convertible Senior Notes due 2023 regarding the Company’s exercise of its option to redeem, in whole, the issued and outstanding 4.75% Convertible Senior Notes due 2023, pursuant to the Indenture, dated as of March 28, 2018, between the Company and U.S.

Bank National Association, as trustee, and the First Supplemental Indenture, dated as of March 28, 2018, between the Company and U.S.

Bank National Association, as trustee.

The Company will redeem $38,215,000 in aggregate principal amount of the issued and outstanding 4.75% Convertible Senior Notes due 2023 on March 29, 2021 (the “Redemption Date”).

The 4.75% Convertible Senior Notes due 2023 will be redeemed at 100% of their principal amount ($1,000 per note), plus the accrued and unpaid interest thereon from September 30, 2020, through, but excluding, the Redemption Date.

Holders of the 4.75% Convertible Senior Notes due 2023 may surrender such notes for conversion into shares of the Company’s common stock in lieu of receiving cash at any time prior to the close of business on the business day immediately preceding the Redemption Date.

A copy of the notice of redemption was included as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2021.

Please refer to that Current Report on Form 8-K for additional information.

The Company has been closely monitoring the COVID-19 pandemic, its broader impact on the global economy and the more recent impacts on the U.S.

Subsequent to December 31, 2020, the global outbreak of the COVID-19 pandemic, and the related effect on the U.S.

and global economies, may have adverse consequences for the business operations of some of the Company’s portfolio companies and, as a result, may have adverse effects on the Company’s operations.

The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, remain uncertain.

The operational and financial performance of the issuers of securities in which the Company invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Company’s investments and negatively impact the Company’s performance.

As of March 11, 2021, there is no indication of a reportable subsequent event impacting the Company’s financial statements for the year ended December 31, 2020.

The Company continues to observe and respond to the evolving COVID-19 environment and its potential impact on areas across its business.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

NOTE 13—SELECTED QUARTERLY FINANCIAL DATA

Quarter Ended

December 31, 2019

September 30, 2019

June 30, 2019

March 31, 2019

December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020

Total Investment Income $ 922,743 $ 408,107 $ 241,514 $ 251,763

3 unchanged sentences

Net Change in Unrealized Appreciation/(Depreciation) of Investments 58,424,928 16,129,442 26,522,195 (27,665,934)

Benefit from/(Provision for) Taxes on Unrealized Depreciation/(Appreciation) of Investments

Net Increase/(Decrease) in Net Assets Resulting from Operations $ 61,278,924 $ 15,919,941 $ 21,830,820 $ (23,692,247)

Net Increase/(Decrease) in Net Assets from Operations per Common Share:

Basic $ 3.06 $ 0.89 $ 1.33 $ (1.36)

Diluted $ 2.59 $ 0.76 $ 1.10 $ (1.36)

Weighted Average Common Shares Outstanding–Basic 19,999,989 17,795,538 16,383,188 17,440,994

1 unchanged sentence

Quarter Ended

December 31, 2018

September 30, 2018

June 30, 2018

March 31, 2018

December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019

Total Investment Income $ 400,296 $ 380,226 $ 487,952 $ 227,250

Total Operating Expenses 2,963,631 5,082,430 3,293,183 (392,452)

Management Fee Waiver

Incentive Fee Waiver

Net Investment Gain/(Loss) (2,563,335) (4,702,204) (2,805,231) 619,702

Net Realized Gain/(Loss) on Investments 7,881,839 1,772,961 13,590,233 (4,065,693)

Loss on Extinguishment of Debt

Net Change in Unrealized Appreciation/(Depreciation) of Investments (3,110,267) 8,190,695 (12,440,320) 20,699,751

Benefit from Taxes on Unrealized Depreciation of Investments

Benefit from/(Provision for) Taxes on Unrealized Depreciation/(Appreciation) of Investments — — 979,713 (94,147)

Net Increase/(Decrease) in Net Assets Resulting from Operations $ 2,208,237 $ 5,261,452 $ (675,605) $ 17,159,613

Net Increase/(Decrease) in Net Assets from Operations per Common Share:

Basic $ 0.12 $ 0.27 $ (0.03) $ 0.87

Diluted $ 0.12 $ 0.25 $ (0.03) $ 0.75

Weighted Average Common Shares Outstanding–Basic 18,372,212 19,472,785 19,719,706 19,762,647

Weighted Average Common Shares Outstanding–Diluted 18,372,212 23,204,129 19,719,706 23,493,991

SUTTER ROCK CAPITAL CORP.

SURO CAPITAL CORP.

AND SUBSIDIARIES

2 unchanged sentences

Quarter Ended

December 31, 2017

September 30, 2017

June 30, 2017

March 31, 2017

Total Investment Income/(Reversal of Investment Income)

December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018

Total Investment Income $ 530,076 $ 246,352 $ 592,073 $ 249,335

Total Operating Expenses (1,152,869) 4,556,625 6,344,272 5,396,806

Management Fee Waiver — (402,074) (335,403) (154,944)

Net Investment Loss

Incentive Fee Waiver — — — (5,000,000)

Net Investment Gain/(Loss) 1,682,945 (3,908,199) (5,416,796) 7,473

Net Realized Gain/(Loss) on Investments 99,544 (10,119,771) 3,363,333 (776,725)

Loss on Extinguishment of Debt — — — (397,846)

Net Change in Unrealized Appreciation/(Depreciation) of Investments (22,507,314) 14,142,375 9,872,595 8,133,394

2 unchanged sentences

Net Increase/(Decrease) in Net Assets from Operations per Common Share:

Basic $ (0.77) $ 0.02 $ 0.42 $ 0.33

Diluted $ (0.77) $ 0.02 $ 0.35 $ 0.30

Weighted Average Common Shares Outstanding–Basic 19,904,807 20,462,626 20,968,850 21,150,662

Weighted Average Common Shares Outstanding–Diluted 19,904,807 20,462,626 28,866,674 26,713,656

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

NOTE 14—SUPPLEMENTAL FINANCIAL DATA

3 unchanged sentences

As of December 31, 2020, the Company had investments in at least one portfolio company considered to be a significant subsidiary under SEC Regulation S-X Rule 10-01(b)(1) and Regulation S-X Rule 4-08(g).

Below is summarized, unaudited, comparative financial information for the Company’s unconsolidated significant subsidiaries.

Balance Sheet Data as of:

December 31, 2019

December 31, 2018

Current assets

Noncurrent assets

Current liabilities

Noncurrent liabilities

Non-controlling interest

Income Statement Data for the Year Ended:

December 31, 2019

December 31, 2018

December 31, 2017

Loss from operations

Total net loss including net loss attributable to non-controlling interest

Net loss attributable to non-controlling interest

SUTTER ROCK CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

__________________

On August 23, 2019, Sutter Rock Capital Corp.

amended the structure of its investment in NestGSV, Inc.

(d/b/a GSV Labs, Inc.).

Under the amended structure, Sutter Rock Capital Corp.’s fully diluted ownership of voting securities decreased from 50.0% to 8.5%.

As such, Sutter Rock Capital Corp.'s investments in NestGSV, Inc.

(d/b/a GSV Labs, Inc.) have been recategorized from controlled investments to non-controlled/affiliated investments and NestGSV, Inc.

(d/b/a GSV Labs, Inc.) is no longer considered a significant subsidiary.

On November 26, 2019, Sutter Rock Capital Corp.

invested $250,000 in StormWind, LLC's Series D financing round.

As part of the round, Sutter Rock Capital Corp.'s fully diluted ownership of voting securities decreased from 25.6% to 23.4%.

As such, Sutter Rock Capital Corp.'s investments in StormWind, LLC have been recategorized from controlled investments to non-controlled/affiliated investments and StormWind, LLC is no longer considered a significant subsidiary.

The Final Rules adopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act.

The Final Rules will be effective on January 1, 2021, but voluntary compliance is permitted in advance of the effective date.

The Company has elected to comply in advance of the effective date for the year ended December 31, 2020.

The adoption of this rule has an impact on the consolidated financial statements in that far fewer subsidiaries require disclosure under the Final Rules as compared to the previous rules.

As a result of the new definition of a “significant subsidiary” set forth in Rule 1-02(w)(2) the Company’s only “subsidiary” as of December 31, 2020, SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.) does not meet the definition of a “significant subsidiary” set forth in Rule 1-02(w)(2).

For comparability purposes the Company has omitted the previously disclosed summarized financial information of the Company’s significant subsidiaries for the year ended December 31, 2019 as the Company’s significant subsidiaries would not have been considered significant subsidiaries under the Final Rules.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

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 8. Financial Statements and Supplementary Data