What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2022-03-11 compared with 2021-03-12 · 771 added, 740 removed, 1645 unchanged (48% of the section changed)

13 unchanged sentences

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.

and subsidiaries (the “Company”) including the consolidated schedule of investments as of December 31, 2021 and 2020, the related consolidated statements of operations, cash flows, and changes in net assets for each of the three years in the period ended December 31, 2021, the financial highlights (presented in Note 8) for each of the three years in the period then ended, and the related notes (collectively referred to as the “financial statements”).

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, 2021 and 2020, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2021 and the financial highlights for each of the three years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

14 unchanged sentences

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

Critical Audit Matters

Critical Audit Matter

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:

7 unchanged sentences

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.

3 unchanged sentences

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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

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 audits.

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 audits 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 audits 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 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 statement and financial highlights.

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

/s/ Deloitte & Touche LLP

San Francisco, California

April 17, 2019

We began serving as the Company's auditor in 2015.

In 2019 we became the predecessor auditor.

SURO CAPITAL CORP.

11 unchanged sentences

Cash 198,437,078 45,793,724

Proceeds receivable 52,493 —

Escrow proceeds receivable 2,046,645 852,462

6 unchanged sentences

875,047 762,312

Payable to executive officers — 1,369,873

Accrued interest payable 175,000 453,803

3 unchanged sentences

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

37,395,437 38,803,635

6.00% Notes due December 30, 2026 (3)

Total Liabilities 97,469,203 177,292,631

4 unchanged sentences

Paid-in capital in excess of par 350,079,409 221,802,592

Unearned deferred compensation (200,000) —

Accumulated net investment loss (50,124,597) (40,193,778)

Accumulated net realized gain on investments, net of distributions 11,899,742 5,361,270

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

Accumulated net unrealized appreciation of investments 52,680,885 114,413,849

Net Assets $ 364,846,624 $ 301,583,073

4 unchanged sentences

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

(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.

(2) As of December 31, 2021, the 4.75% Convertible Senior Notes due March 28, 2023 had been fully converted into the Company's common stock or redeemed in cash by the Company.

As of December 31, 2020, the 4.75% Convertible Senior Notes due March 28, 2023 (effective interest rate of 5.57%) had a face value $38,215,000.

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

(3) As of December 31, 2021, the 6.00% Notes due December 30, 2026 (effective interest rate of 6.13%) had a face value $75,000,000.

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

SURO CAPITAL CORP.

8 unchanged sentences

Non-controlled/affiliate investments:

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

Interest income/(reversal of accrued interest) — (29,184) 108,395

Dividend income 102,632 317,617 —

5 unchanged sentences

Management fees (1)

— 848,723 5,199,900

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

1 unchanged sentence

Costs incurred under Administration Agreement (1)

— 306,084 1,702,047

Compensation expense (2)

1 unchanged sentence

Directors’ fees (3)

752,442 445,000 383,370

Professional fees 2,665,689 2,962,781 5,290,329

3 unchanged sentences

Total Operating Expenses 11,401,661 16,338,543 10,946,792

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 (9,930,819) (14,514,416) (9,451,068)

2 unchanged sentences

Non-controlled/affiliate investments 1,864,564 — (13,446,323)

Controlled investments — — (680)

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 Note due 2018 — — (397,846)

Net Realized Gain on Investments 218,735,504 16,441,223 19,179,340

Change in Unrealized Appreciation/(Depreciation) of Investments:

12 unchanged sentences

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS –continued

____________________________________________________________________________________________________________________________

2 unchanged sentences

(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.

(3) For the year ended December 31, 2021, this balance includes $209,360 of stock-based compensation expense related to the 2020 annual non-employee director grants.

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

(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”.

(4) As of December 31, 2021, there were no potentially dilutive securities outstanding.

SURO CAPITAL CORP.

5 unchanged sentences

Net investment loss $ (9,930,819) $ (14,514,416) $ (9,451,068)

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

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

Net realized gains on investments 218,735,504 16,441,223 19,179,340

Net change in unrealized appreciation/(depreciation) of investments (61,732,964) 73,410,631 13,339,859

6 unchanged sentences

Issuance of common stock from public offering 78,608 49,882,319 —

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

Stock-based compensation (1)

1,306,615 1,962,431 998,355

Issuance of common stock from conversion of 4.75% Convertible Notes due 2023 37,259,819 1,810,956 —

Issuance of common stock from stock dividend 89,743,813 — —

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

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

Net Change in Net Assets Resulting from Capital Transactions 128,388,855 43,275,712 (13,794,009)

Total Change in Net Assets 63,263,551 101,665,784 4,539,130

6 unchanged sentences

Issuance of common stock from conversion of 4.75% Convertible Notes due 2023 4,097,808 174,888 —

Issuance of common stock from stock dividend 6,731,527 — —

Shares repurchased — (1,655,848) (2,198,403)

12 unchanged sentences

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

Net realized gain on investments (218,735,504) (16,441,223) (19,179,340)

Net change in unrealized (appreciation)/depreciation of investments 61,732,964 (73,410,631) (13,339,859)

1 unchanged sentence

Amortization of discount on 4.75% Convertible Senior Notes due 2023 76,927 376,802 369,124

Amortization of discount on 4.75% Convertible Senior Notes due 2023 376,802 369,124 281,130

Amortization of deferred financing costs — — 51,636

Amortization of discount on 6.00% Notes due 2026 16,310 — —

Amortization of fixed income security premiums and discounts — — (5,066)

12 unchanged sentences

Change in operating assets and liabilities:

Due from controlled investments — — 840

Prepaid expenses and other assets 47,566 770,383 (1,548,164)

Interest and dividends receivable 83,343 (82,368) 171,040

Deferred financing costs — (11,382) —

Deferred credit facility costs — — (11,382)

Proceeds receivable (52,493) — —

Escrow proceeds receivable (1,194,183) (587,154) 2,229,279

Due to GSV Asset Management (1)

— — (231,697)

Payable for securities purchased (134,250,000) 89,503,340 (44,733,443)

10 unchanged sentences

Proceeds from the issuance of common stock, net 78,608 49,882,319 —

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

Proceeds from the issuance of 6.00% Notes due 2026 75,000,000 — —

Redemption of 4.75% Convertible Senior Notes due 2023 (290,000) — —

Deferred debt issuance costs (1,970,892) — —

Repurchases of common stock — (10,379,995) (14,792,364)

Repayment of 5.25% Convertible Senior Notes due 2018 — — (69,272,565)

Dividends paid (14,659,850) (3,512,849) —

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

Cash dividends paid (103,458,098) (14,659,850) (3,512,849)

Cash paid for fractional shares (399) (40) —

See accompanying notes to consolidated financial statements.

Deferred financing costs (366,191) (285,814) —

Net Cash Provided by/(Used in) Financing Activities (31,006,972) 24,556,620 (18,305,213)

Total Increase in Cash Balance 152,643,354 932,461 16,677,099

Cash Balance at Beginning of Year 45,793,724 44,861,263 28,184,163

Cash Balance at End of Year 198,437,078 45,793,724 44,861,262

SURO CAPITAL CORP.

3 unchanged sentences

2021 2020 2019

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)

Cash Balance at Beginning of Year 44,861,263 28,184,163 59,838,600

Cash Balance at End of Year $ 45,793,724 $ 44,861,262 $ 28,184,163

Supplemental Information:

1 unchanged sentence

Taxes paid 43,499 5,859 33,825

Conversion of 4.75% Convertible Senior Notes due 2023 37,925,000 1,785,000 —

See accompanying notes to consolidated financial statements.

__________________________________________________________________________________________________________________________

(1) This balance references a related-party transaction.

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

(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.

(2) This balance references a related-party transaction.

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

SURO CAPITAL CORP.

6 unchanged sentences

NON-CONTROLLED/NON-AFFILIATE

Course Hero, Inc.

Redwood City, CA

Preferred shares, Series A 8% Online Education 9/18/2014 2,145,509 $ 5,000,001 $ 77,831,772 21.33 %

Preferred shares, Series C 8% 11/5/2021 275,659 9,999,971 9,999,971 2.74 %

Total 14,999,972 87,831,743 24.07 %

Forge Global, Inc.

San Francisco, CA

Common shares, Class AA Online Marketplace Finance 7/20/2011 625,520 266,507 16,430,555 4.50 %

Junior Preferred shares 7/19/2011 160,534 2,259,716 4,216,752 1.16 %

Junior Preferred warrants, Strike Price $12.42, Expiration Date 11/9/2025 7/19/2011 73,695 — 368,474 0.10 %

Total 2,526,223 21,015,781 5.76 %

Blink Health, Inc.

Preferred shares, Series A Pharmaceutical Technology 10/27/2020 238,095 5,000,423 4,315,552 1.18 %

Preferred shares, Series C 10/27/2020 261,944 10,003,917 9,999,974 2.74 %

Total 15,004,340 14,315,526 3.92 %

Nextdoor Holdings, Inc.

San Francisco, CA

Common shares (3)

Social Networking 9/27/2018 1,801,850 10,002,666 12,439,522 3.41 %

Aspiration Partners, Inc.

Marina Del Rey, CA

Preferred shares, Series A Financial Services 8/11/2015 540,270 1,001,815 10,556,306 2.89 %

Preferred shares, Series C-3 8/12/2019 24,912 281,190 499,437 0.14 %

Total 1,283,005 11,055,743 3.03 %

Singapore, Singapore

Common shares Retail Technology 6/9/2021 55,591 2,781,148 2,882,476 0.79 %

Preferred shares, Investec series 6/9/2021 144,409 7,224,600 7,487,823 2.05 %

Total 10,005,748 10,370,299 2.84 %

Orchard Technologies, Inc.

Preferred shares, Series D Real Estate Platform 8/9/2021 1,488,139 10,004,034 9,999,996 2.74 %

Skillsoft Corp.

Common shares (3)

Online Education 6/8/2021 981,843 9,818,430 8,983,863 2.46 %

Varo Money, Inc.

San Francisco, CA

Common shares Financial Services 8/11/2021 1,079,266 10,005,548 8,541,676 2.34 %

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) **

Common shares*** (3)(16)

Cannabis REIT 8/12/2019 278,471 5,653,375 7,986,548 2.19 %

Rover Group, Inc.

Common shares (3)

Peer-to-Peer Pet Services 11/3/2014 838,381 2,506,119 7,765,504 2.13 %

Shogun Enterprises, Inc.

Preferred shares, Series B-1 Home Improvement Finance 2/26/2021 436,844 3,501,657 3,531,447 0.97 %

Preferred shares, Series B-2 2/26/2021 301,750 3,501,661 3,499,998 0.96 %

Total 7,003,318 7,031,445 1.93 %

Enjoy Technology, Inc.

Menlo Park, CA

Common shares (3)

On-Demand Commerce 10/16/2014 1,070,919 5,526,777 4,576,572 1.25 %

Neutron Holdings, Inc.

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

Junior Preferred shares, Series 1-D Micromobility 1/25/2019 41,237,113 10,007,322 3,485,014 0.96 %

Junior Preferred Convertible Note 4% Due 5/11/2027*** 5/11/2020 $ 506,339 506,339 506,339 0.14 %

Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027 5/11/2020 2,032,967 — — — %

Total 10,513,661 3,991,353 1.10 %

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2021

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

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

Preferred shares, Series A (6)

Real Estate Platform 12/23/2020 150,000 $ 1,500,000 $ 1,500,000 0.41 %

Term loan 15%, Due 12/23/2023*** (14)

12/23/2020 $ 2,000,000 2,000,000 2,000,000 0.55 %

Total 3,500,000 3,500,000 0.96 %

San Francisco, CA

Preferred shares Mobile Access Technology 7/23/2021 244,117 2,501,570 2,500,002 0.69 %

Rent the Runway, Inc.

Common shares (3)

Subscription Fashion Rental 6/17/2020 339,191 5,153,945 2,418,856 0.66 %

Aventine Property Group, Inc.

Common shares*** Cannabis REIT 9/11/2019 312,500 2,580,750 2,190,978 0.60 %

Commercial Streaming Solutions Inc.

(d/b/a BettorView) (7 )

Las Vegas, NV

Simple Agreement for Future Equity Interactive Media & Services 3/26/2021 1 1,002,720 1,000,000 0.27 %

(d/b/a Compliable) (7)

Preferred shares, Series Seed-4 Gaming Licensing 10/12/2021 2,064,409 1,002,755 1,000,000 0.27 %

Palantir Lending Trust SPV I ** ( 11)

Palo Alto, CA

Equity Participation in Underlying Collateral (3)

Data Analysis 6/19/2020 — — 930,524 0.26 %

True Global Ventures 4 Plus Pte Ltd ** (8)

Singapore, Singapore

Limited Partner Fund Investment Venture Investment Fund 8/27/2021 1 713,505 670,000 0.18 %

YouBet Technology, Inc.

(d/b/a PickUp) (7)

Preferred shares, Series Seed-2 Digital Media Technology 8/26/2021 385,353 502,232 499,999 0.14 %

Common shares (3)

Education Software 12/5/2014 86,800 458,138 402,360 0.11 %

Churchill Sponsor VII LLC ** (17)

Common share units Special Purpose Acquisition Company 2/25/2021 292,100 205,820 205,820 0.06 %

Warrant units 2/25/2021 277,000 94,180 94,180 0.03 %

Total 300,000 300,000 0.09 %

AltC Sponsor LLC ** (17)

Share units Special Purpose Acquisition Company 7/21/2021 239,300 250,855 250,000 0.07 %

Churchill Sponsor VI LLC ** (17)

Common share units Special Purpose Acquisition Company 2/25/2021 195,000 134,297 134,297 0.04 %

Warrant units 2/25/2021 199,100 65,703 65,703 0.02 %

Total 200,000 200,000 0.06 %

Fullbridge, Inc.

Cambridge, MA

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

Promissory Note 1.47%, Due 11/9/2021 (4)(20)

3/3/2016 $ 2,270,458 2,270,858 — — %

Total 8,421,364 — — %

Treehouse Real Estate Investment Trust, Inc.

Common shares*** Cannabis REIT 9/11/2019 312,500 4,919,250 — — %

Kinetiq Holdings, LLC Philadelphia, PA

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

Total Non-controlled/Non-affiliate $ 146,360,300 $ 231,768,290 63.53 %

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2021

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

NON-CONTROLLED/AFFILIATE (1)

StormWind, LLC (5)

Scottsdale, AZ

Preferred shares, Series D 8% Interactive Learning 11/26/2019 329,337 $ 257,267 $ 621,093 0.17 %

Preferred shares, Series C 8% 1/7/2014 2,779,134 4,000,787 6,496,729 1.78 %

Preferred shares, Series B 8% 12/16/2011 3,279,629 2,019,687 4,423,607 1.21 %

Preferred shares, Series A 8% 2/25/2014 366,666 110,000 289,293 0.08 %

Total 6,387,741 11,830,722 3.24 %

OneValley, Inc.

(f/k/a NestGSV, Inc.) San Mateo, CA

Derivative Security, Expiration Date 8/23/2024 (10)

Global Innovation Platform 8/23/2019 1 8,555,124 2,268,268 0.62 %

Convertible Promissory Note 8% Due 8/23/2024 (4)(10)

2/17/2016 $ 1,010,198 1,030,176 505,099 0.14 %

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 5,000 0.01 %

Total 9,660,759 2,778,367 0.77 %

Ozy Media, Inc.

Mountain View, CA

Preferred shares, Series C-2 6% Digital Media Platform 8/31/2016 683,482 2,414,178 — — %

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

Preferred shares, Series B 6% 10/3/2014 922,509 4,999,999 — — %

Preferred shares, Series A 6% 12/11/2013 1,090,909 3,000,200 — — %

Preferred shares, Series Seed 6% 11/2/2012 500,000 500,000 — — %

Total 10,945,024 — — %

Maven Research, Inc.

San Francisco, CA

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 11/22/2013 1,135,944 12,000,006 — — %

Total Non-controlled/Affiliate $ 41,211,183 $ 14,609,089 4.01 %

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2021

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

CONTROLLED (2)

Architect Capital PayJoy SPV, LLC **

San Francisco, CA

Membership Interest in Lending SPV*** (15)

Mobile Finance Technology 3/24/2021 $ 10,000,000 $ 10,006,745 $ 10,000,000 2.74 %

Colombier Sponsor LLC ** (17)

Class B Units Special Purpose Acquisition Company 4/1/2021 1,976,033 1,556,587 1,554,354 0.43 %

Class W Units 4/1/2021 2,700,000 1,159,150 1,157,487 0.32 %

Total 2,715,737 2,711,841 0.75 %

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

Preferred shares, Class A (9)

Clean Technology 4/15/2014 14,300,000 7,151,412 1,047,033 0.29 %

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

Total 7,161,412 1,047,033 0.29 %

Total Controlled $ 19,883,894 $ 13,758,874 3.78 %

Total Portfolio Investments $ 207,455,377 $ 260,136,253 71.32 %

See accompanying notes to consolidated financial statements.

__________________________________________

* All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.

Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”).

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

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

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

All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted.

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

All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.

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

** Indicates assets that SuRo Capital Corp.

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

Of the Company’s total investments as of December 31, 2021, 26.91% of its total investments are non-qualifying assets.

*** Investment is income-producing.

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

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

if SuRo Capital Corp.

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

, securities with the right to elect directors) of such company.

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

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

In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company 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.

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

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

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

(4) As of December 31, 2021, the investments noted had been placed on non-accrual status.

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

(6) SuRo Capital Corp.’s investments in preferred shares 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.

(7) SuRo Capital Corp.’s investments in Commercial Streaming Solutions Inc.

(d/b/a BettorView), YouBet Technology, Inc.

(d/b/a PickUp), and Rebric Inc.

(d/b/a Compliable) are held through SuRo Capital Corp.'s wholly owned subsidiary, SuRo Capital Sports, LLC ("SuRo Sports").

(8) SuRo Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC SVDS Holdings, Inc.

As of December 31, 2021, $0.7 million of a $2.0 million capital commitment to True Global Ventures 4 Plus Fund LP had been called and funded.

(9) 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.

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.

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

amended the structure of its investment in OneValley, Inc.

(f/k/a NestGSV, Inc.).

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

OneValley, Inc.

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

can put the shares to OneValley, Inc.

(f/k/a NestGSV, Inc.) at the end of the five year period.

(11) As of December 31, 2021, 512,290 Class A common shares remain in Palantir Lending Trust SPV I, none of which are subject to lock-up restrictions.

(12) On January 1, 2021, Treehouse Real Estate Investment Trust, Inc.

completed its spin off of 34.4% of its assets into Aventine Property Group, Inc.

During the year ended December 31, 2021, Aventine Property Group, Inc.

declared an aggregate of $0.1 million in dividend distributions.

During the year ended December 31, 2021, Treehouse Real Estate Investment Trust, Inc.

declared an aggregate of $0.2 million in dividend distributions.

(13) On July 30, 2021, A Place for Rover, Inc.

executed a business combination, through Nebula Caravel Acquisition Corp., a special purpose acquisition company.

Following the merger, A Place for Rover, Inc.

changed its name to Rover Group, Inc.

and SuRo Capital Corp.

received 130,390 additional common shares as a result of the exchange ratio prescribed in the transaction.

As of December 31, 2021, SuRo Capital Corp.'s common shares in Rover Group, Inc.

were subject to certain lock-up restrictions.

(14) During the year ended December 31, 2021, approximately $1.4 million has been received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023.

Of the proceeds received, approximately $1.0 million repaid a portion of the outstanding principal and approximately $0.4 million was attributed to interest.

(15) As of December 31, 2021, the total $10.0 million capital commitment representing SuRo Capital Corp.'s Membership Interest in Architect Capital PayJoy SPV, LLC had been called and funded.

(16) During the year ended December 31, 2021, NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) declared an aggregate of approximately $0.3 million in dividend distributions.

SuRo Capital Corp.

does not anticipate that NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

On August 20, 2021, NewLake Capital Partners, Inc.(f/k/a GreenAcreage Real Estate Corp.) went public via an initial public offering on the OTCQX.

As of December 31, 2021, none of SuRo Capital Corp.'s common shares in NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) were subject to lock-up restrictions.

(17) Denotes an investment that is the sponsor of a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

(18) On June 11, 2021, Churchill Capital Corp.

II, a special purpose acquisition company, executed a private investment in public equity transaction in order to acquire shares of Software Luxembourg Holding S.A.

alongside the merger of Software Luxembourg Holding S.A.

and Churchill Capital Corp.

Following the merger, Software Luxembourg Holding S.A.

changed its name to Skillsoft Corp.

As of December 31, 2021, none of SuRo Capital Corp.'s common shares in Skillsoft Corp.

were subject to lock-up restrictions.

(19) On September 3, 2021, Clever, Inc.

completed its sale to Kahoot!

In connection with this transaction, SuRo Capital Corp.

received 86,800 common shares in Kahoot!

ASA in addition to cash proceeds and amounts currently held in escrow.

SuRo Capital Corp.

is also eligible to receive cash and Kahoot!

ASA common shares subject to certain earn-out provisions and contingencies.

As of December 31, 2021, SuRo Capital Corp.'s common shares in Kahoot!

ASA were subject to certain lock-up restrictions.

(20) During the year ended December 31, 2021, Fullbridge, Inc.'s obligations under its financing arrangements with the Company became past due.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2020

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

NON-CONTROLLED/NON-AFFILIATE

Palantir Technologies, Inc.

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(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”.

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AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2019

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 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 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 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)

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 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 %

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

SharesPost, Inc.

San Francisco, CA

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 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 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 consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2019

Portfolio Investments* Headquarters/

Industry Date of Initial Investment Shares/

Principal Cost Fair Value % of Net

NON-CONTROLLED/AFFILIATE (1)

Ozy Media, Inc.

Mountain View, CA

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 %

Preferred shares, Series A 6% 12/11/2013 1,090,909 3,000,200 4,528,107 2.27 %

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

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)

Corporate Education 11/26/2014 $ 1,251,158 1,256,191 312,789 0.15 %

Convertible preferred shares, Series D 6% 5/31/2013 169,033 778,607 34,980 0.02 %

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 5/31/2013 16,903 — — — %

Total 4,040,875 347,769 0.17 %

Maven Research, Inc.

San Francisco, CA

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 11/22/2013 1,135,944 12,000,006 — — %

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

See accompanying notes to consolidated financial statements.

SURO CAPITAL CORP.

AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2019

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)

Clean Technology 4/15/2014 14,300,000 $ 7,151,412 $ 775,198 0.39 %

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 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 consolidated financial statements.

__________________________________________

* All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.

Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”).

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

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

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

All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted.

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

All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.

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

** Indicates assets that SuRo Capital Corp.

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

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

*** Investment is income-producing.

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

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

if SuRo Capital Corp.

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

, securities with the right to elect directors) of such company.

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

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

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.

(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

CONSOLIDATED SCHEDULE OF INVESTMENTS - continued

December 31, 2019

(8) 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.

(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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10 unchanged sentences

The Company’s date of inception was January 6, 2011, which is the date it commenced its development stage activities.

The Company’s common stock is currently listed on the Nasdaq Capital Market under the symbol “SSSS” (formerly "GSVC").

The Company’s common stock is currently listed on the Nasdaq Global Select Market under the symbol “SSSS” (formerly "GSVC").

Prior to November 24, 2021, our common stock traded on the Nasdaq Capital Market under the same symbol ("SSSS").

The Company began its investment operations during the second quarter of 2011.

The table below displays the Company’s subsidiaries as of December 31, 2020, which, other than GSV Capital Lending, LLC (“GCL”), are collectively referred to as the “Taxable Subsidiaries.” The Taxable Subsidiaries were formed to hold portfolio investments.

The table below displays the Company’s subsidiaries as of December 31, 2021, which, other than GSV Capital Lending, LLC (“GCL”) and SuRo Capital Sports, LLC, are collectively referred to as the “Taxable Subsidiaries.” The Taxable Subsidiaries were formed to hold portfolio investments.

The Taxable Subsidiaries, including their associated portfolio investments, are consolidated with the Company for accounting purposes, but have elected to be treated as separate entities for U.S.

6 unchanged sentences

GCL Delaware April 13, 2012 100%

SuRo Capital Sports, LLC ("SuRo Sports") Delaware March 19, 2021 100%

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

3 unchanged sentences

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

GSVC NG Holdings, Inc.

Delaware November 28, 2012 100%

GSVC SW Holdings, Inc.

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

GSVC WS Holdings, Inc.

Delaware November 28, 2012 100%

GSVC SVDS Holdings, Inc.

(“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.

The Company may acquire its investments in these portfolio companies through:

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 acquire its investments in these portfolio companies through offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, or negotiations with selling stockholders.

In addition, the Company may invest in private credit and in 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.

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The Company’s options are valued at estimated fair value as determined by the Company’s Board of Directors.

Special Purpose Acquisition Companies

The Company's Board of Directors measures its Special Purpose Acquisition Company ("SPAC") investments at fair value, which is equivalent to cost until a SPAC transaction is announced.

After a SPAC transaction is announced, the Company's Board of Directors will ascribe value to SPAC investments based on fair value analyses that can include option pricing models, probability-weighted expected return method analyses and other techniques as deemed appropriate.

Upon completion of the SPAC transaction, the Company utilizes the public share price of the entity, less a discount for lack of marketability if there are restrictions on selling.

The Company's SPAC investments are valued at estimated fair value as determined by the Company's Board of Directors.

Portfolio Company Investment Classification

13 unchanged sentences

For investments transferred out of Level 3 due to an IPO, the Company transfers these investments based on their fair value at the IPO date.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Securities Transactions

4 unchanged sentences

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.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

The Company places its cash with U.S.

1 unchanged sentence

The Company believes that U.S.

Bank, N.A., Western Alliance Bank, and Silicon Valley Bank are high-quality financial institutions and that the risk of loss associated with any uninsured balance is remote.

Bank, N.A., Bridge Bank (a subsidiary of Western Alliance Bank), and Silicon Valley Bank are high-quality financial institutions and that the risk of loss associated with any uninsured balance is remote.

Escrow Proceeds Receivable

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

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

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

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

Escrow proceeds receivable resulting from contingent consideration is to be recognized when the amount of the contingent consideration becomes realized or realizable.

As of December 31, 2021 and December 31, 2020, the Company had $2,046,645 and $852,462, respectively, in escrow proceeds receivable.

9 unchanged sentences

December 31, 2021 December 31, 2020

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

Deferred debt issuance costs $ 1,970,892 $ —

Deferred offering costs 621,719 297,196

2 unchanged sentences

The Company accounts for its operating leases as prescribed by ASC 842, Leases , which requires lessees to recognize a right of use asset on the balance sheet, representing its right to use the underlying asset for the lease term, and a corresponding lease liability for all leases with terms greater than 12 months.

The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the lease.

The lease expense is presented as a single lease cost that is

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

amortized on a straight-line basis over the life of the lease.

Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease cost.

3 unchanged sentences

Stock-based Compensation

Using the fair value recognition provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as expense over the appropriate service period.

Using the fair value recognition provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period.

Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options and the expected volatility of our stock price.

2 unchanged sentences

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

12 unchanged sentences

The Company elected to be treated as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with its taxable year ended December 31, 2014, has qualified to be treated as a RIC for subsequent taxable years and intends to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs.

To qualify for tax treatment as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders at least 90% of the sum of investment company taxable income (“ICTI”) including payment-in-kind interest income, as defined by the Code, and net tax-exempt interest income (which is the excess of its gross tax-exempt interest income over certain disallowed deductions) for each taxable year (the "Annual Distribution Requirement").

To qualify for tax treatment as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders at least the sum of 90% of our investment company taxable income (“ICTI”), including payment-in-kind interest income, as defined by the Code, and 90% of our net tax-exempt interest income (which is the excess of its gross tax-exempt interest income over certain disallowed deductions) for each taxable year (the "Annual Distribution Requirement").

Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward into the next tax year ICTI in excess of current year dividend distributions.

Any such carryforward ICTI must be distributed on or before December 31 of the subsequent tax year to which it was carried forward.

If the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year a sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Excise Tax Avoidance Requirement”), it generally will be required to pay an excise tax equal to 4% of the amount by which the Excise Tax Avoidance Requirement exceeds the distributions for the year.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

the amount by which the Excise Tax Avoidance Requirement exceeds the distributions for the year.

To the extent that the Company determines that its estimated current year annual taxable income will exceed estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate.

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

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

So long as the Company qualifies and maintains its tax treatment as a RIC, it generally will not be subject to U.S.

federal and state income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.

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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.

5 unchanged sentences

federal income tax.

Distributions in excess of the Company’s current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain.

Distributions in excess of the Company’s current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any remaining distributions would be treated as a capital gain.

In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first year that it intends to requalify for tax treatment as a RIC.

10 unchanged sentences

Diluted net change in net assets resulting from operations per common share is computed by dividing net increase/(decrease) in net assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially dilutive securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period.

The Company used the if-converted method in accordance with FASB ASC 260 , Earnings Per Share (“ASC 260”) to determine the number of potentially dilutive shares outstanding.

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

Recently Issued or Adopted Accounting Standards

In 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

The Company used the if-converted method in accordance with FASB ASC 260 , Earnings Per Share (“ASC 260”) to determine the number of potentially dilutive shares

SURO CAPITAL CORP.

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December 31, 2021

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 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”).

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

Recently Issued or Adopted Accounting Standards

In April 2020, as part of the Securities Offering Reform for Closed-End Investment Companies final rule, the SEC adopted certain structured data reporting requirements for BDCs to submit financial statement information using Inline eXtensible Business Reporting Language (XBRL) format to the extent required of operating companies.

BDCs that are eligible to file a short-form registration statement will be subject to the above structuring requirements with respect to Forms filed on or after August 1, 2022.

Other BDCs will be subject in to the requirements with respect to Forms filed on or after February 1, 2023.

The Company is currently assessing the impact of this standard on our financial condition and results of operations.

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

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

Rules 3-09 and 4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s periodic reports for any portfolio company that meets the definition of “significant subsidiary.” The Final Rules 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.

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

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.

The Company adopted the modified disclosure requirements during the period ended March 31, 2021.

In December 2020, the SEC adopted rule 2a-5, which established requirements for satisfying a fund board's obligation to determine fair value in good faith for purposes of the Investment Company Act of 1940.

The rule permits boards to assign the determination to a “valuation designee,” who may be the fund’s investment adviser or, if the fund is internally managed, an officer of the fund.

The rule also defines a market quotation as “readily available” only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the fund can access at the measurement date.

In connection with the adoption of new rule 2a-5, the Commission also adopted new rule 31a-4, which requires funds to maintain documentation to support fair value determinations and documentation related to the designation of the valuation designee.

The Company is evaluating the impact of adopting these new rules and intends to comply with their requirements on or before the compliance date in September 2022.

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

Internalization of Company’s Operating Structure

On and effective March 12, 2019 (the "Effective Date"), our Board of Directors approved internalizing our operating structure and we began operating as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act.

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.

SURO CAPITAL CORP.

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December 31, 2021

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

NOTE 3—RELATED-PARTY ARRANGEMENTS

Internalization of Company’s Operating Structure

Termination of Investment Advisory Agreement

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

Departure of Director and Reduction of Number of Directors

On and effective March 12, 2019, Michael T.

Moe resigned from our Board of Directors in connection with our Internalization.

As a result of Mr.

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

See “—Consulting Agreement.”

SURO CAPITAL CORP.

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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, 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.

For the years ended December 31, 2021, 2020, and 2019, the Company incurred $0, $582,438 and $667,563, respectively, of consulting expense, as included in "professional fees" on the Consolidated Statements of Operations, related to the Consulting Agreement.

Amended and Restated Trademark License Agreement

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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, 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.

For the years ended December 31, 2021, 2020, and 2019, the Company incurred $0, $582,438 and $667,563, respectively, of licensing expense, as included in "other expenses" on the Consolidated Statements of Operations, related to the Amended and Restated License Agreement.

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

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

SURO CAPITAL CORP.

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December 31, 2021

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.

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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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.

For the years ended December 31, 2021 and 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 in management fees for the year ended December 31, 2019, and waived $0 in management fees for the year ended December 31, 2019.

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

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December 31, 2021

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 years ended December 31, 2021 and 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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For the avoidance of doubt, after the effective date of the Waiver Agreement, under no circumstances would the aggregate fees earned by GSV Asset Management in any quarterly period have been higher than those aggregate fees that would have been earned prior to the effectiveness of the Waiver Agreement.

As of each of December 31, 2020 and December 31, 2019, there were no receivables owed to the Company by GSV Asset Management.

As of each of December 31, 2021, 2020, and 2019, there were no receivables owed to the Company by GSV Asset Management.

As the Investment Advisory Agreement has been terminated, there will be no receivables owed to the Company by GSV Asset Management going forward.

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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

For the years ended December 31, 2021 and 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 year ended

SURO CAPITAL CORP.

2 unchanged sentences

December 31, 2021

December 31, 2019, the Company incurred $306,084 in such costs incurred under the Administration Agreement.

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 Arrangements

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 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.

The Company’s investment in Churchill Sponsor VI LLC, the sponsor of Churchill Capital Corp VI, a special purpose acquisition company, constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark D.

Klein, our Chairman, Chief Executive Officer and President, has a non-controlling interest in the entity that controls Churchill Sponsor VI LLC, and is a non-controlling member of the board of directors of Churchill Capital Corp VI.

The Company’s investment in Churchill Sponsor VII LLC, the sponsor of Churchill Capital Corp VII, a special purpose acquisition company, also constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mr.

Klein has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling member of the board of directors of Churchill Capital Corp VII.

In addition, Mr.

Klein's brother, Michael Klein, is a control person of such Churchill entities.

As of December 31, 2021, the fair values of the Company’s investments in Churchill Sponsor VI LLC and Churchill Sponsor VII LLC were $200,000 and $300,000, respectively.

The Company's investment in Skillsoft Corp.

(f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mr.

Klein has a non-controlling interest in the entity that controls Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp II, a special purpose acquisition company, and is a non-controlling member of the board of directors of Churchill Capital Corp II, through which the Company executed a

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

private investment in public equity transaction in order to acquire common shares of Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II.

In addition, Mr.

Klein's brother, Michael Klein, is a control person of such Churchill entities.

As of December 31, 2021, the fair value of the Company’s investment in Skillsoft Corp.

was $8,983,863.

Keri Findley, a senior managing director of the Company, is a non-controlling member of the board of directors of Shogun Enterprises, Inc., one of the Company’s portfolio companies, and holds a minority equity interest in such portfolio company.

Findley also is a non-controlling member of the board of directors of the investment manager to Architect Capital PayJoy SPV, LLC, one of the Company’s portfolio companies, and holds a minority equity interest in such investment manager.

As of December 31, 2021, the fair values of the Company’s investments in Shogun Enterprises, Inc.

and Architect Capital PayJoy SPV, LLC were $7,031,445 and $10,000,000, respectively.

In addition, Keri Findley and Claire Councill, an investment professional of the Company, are non-controlling members of the board of directors of Colombier Acquisition Corp., a special purpose acquisition company, which is sponsored by Colombier Sponsor LLC, one of the Company's portfolio companies.

The Company's investment in AltC Sponsor LLC, the sponsor of AltC Acquisition Corp, a special purpose acquisition company, constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark D.

Klein, the Company's Chairman, Chief Executive Officer and President, has a non-controlling interest in one of the entities that controls AltC Sponsor LLC, and Allison Green, the Company's Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary, is a non-controlling member of the board of directors of AltC Acquisition Corp.

As of December 31, 2021, the fair values of the Company’s investments in Colombier Sponsor LLC and AltC Sponsor LLC were $2,711,841 and $250,000, respectively.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 4—INVESTMENTS AT FAIR VALUE

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As of December 31, 2020, the Company had 57 positions in 27 portfolio companies.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

The following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of December 31, 2021 and December 31, 2020:

7 unchanged sentences

Options 10,982,983 4,959,112 1.4 % 8,764,885 5,872,210 1.9 %

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

Total Private Portfolio Companies 168,335,927 214,632,504 58.8 % 153,490,801 186,144,376 61.7 %

Publicly Traded Portfolio Companies

Common Stock 39,119,450 44,573,225 12.2 % 12,875,126 94,635,398 31.4 %

Options — 930,524 0.3 % — — — %

Total Publicly Traded Portfolio Companies 39,119,450 45,503,749 12.5 % 12,875,126 94,635,398 31.4 %

Total Portfolio Investments 207,455,377 260,136,253 71.3 % 166,365,927 280,779,774 93.1 %

Non-Portfolio Investments

Treasury bill 150,000,000 150,000,000 49.7 % 49,996,667 50,000,000 25.0 %

Treasury Bills — — — % 150,000,000 150,000,000 49.7 %

Total Investments $ 207,455,377 $ 260,136,253 71.3 % $ 316,365,927 $ 430,779,774 142.8 %

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

The geographic and industrial compositions of the Company’s portfolio at fair value as of December 31, 2021 and December 31, 2020 were as follows:

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Mid-west 12,722,423 4.9 % 3.5 % 7,821,626 2.8 % 2.6 %

International 11,442,659 4.4 % 3.1 % — — % — %

Total $ 260,136,253 100.0 % 71.3 % $ 280,779,774 100.0 % 93.1 %

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Education Technology $ 109,048,688 41.9 % 29.9 % $ 99,397,589 35.4 % 33.0 %

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

Financial Technology 71,954,012 27.7 % 19.7 % 25,614,522 9.1 % 8.5 %

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

Marketplaces 49,346,174 19.0 % 13.5 % 34,841,714 12.4 % 11.6 %

Social/Mobile 16,439,523 6.3 % 4.5 % 22,930,589 8.2 % 7.6 %

Big Data/Cloud 12,300,823 4.7 % 3.4 % 97,186,162 34.6 % 32.1 %

Sustainability 1,047,033 0.4 % 0.3 % 809,198 0.3 % 0.3 %

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Corporate Education

Education Media Platform

Education Software

E-Transcript Exchange

Interactive Learning

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Big Data/Cloud Data Analysis

Cloud Computing Services

Social Cognitive Learning

Gaming Licensing

Retail Technology

Marketplaces Global Innovation Platform

Pharmaceutical Technology

Knowledge Networks

On-Demand Commerce

Subscription Fashion Rental

Micromobility

On-Demand Transportation

Real Estate Platform

On-Demand Commerce

Peer-to-Peer Pet Services

Financial Technology Online Marketplace Finance

Pharmaceutical Technology

Real Estate Platform

Subscription Fashion Rental

Financial Technology Cannabis REIT

Financial Services

Cannabis REIT

Home Improvement Finance

Mobile Finance Technology

Online Marketplace Finance

Retail Technology

Special Purpose Acquisition Company

Venture Investment Fund

Social/Mobile Digital Media Platform

Social Networking

On-Demand Music Streaming

Digital Media Technology

Interactive Media & Services

Mobile Access Technology

Social Data Platform

Social Networking

Sustainability Clean Technology

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Common Stock 16,970,411 27,602,814 — 44,573,225

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

Non-Portfolio Investments

Treasury bills 150,000,000 — — 150,000,000

Options — 930,524 — 930,524

Publicly Traded Portfolio Companies 16,970,411 28,533,338 — 45,503,749

Total Investments at Fair Value $ 16,970,411 $ 28,533,338 $ 214,632,504 $ 260,136,253

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(Weighted Average) (3)

Common stock in

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

27.53x (27.53x)

Revenue multiples 2.12x -6.95x (6.39x)

Liquidation value N/A

Common stock in private companies $42,860,156 Market approach Revenue multiples 1.80x - 9.62x (6.00x)

Discounted cash flow Discount rate 15.0% (15.0%)

Preferred stock in

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

transactions N/A

10.0% (10.0%)

AFFO (4) multiple

23.03 - 36.28x (23.03x)

Financing Risk 10.0% (10.0%)

Preferred stock in private companies $163,801,798 Market approach Revenue multiples 0.53x - 9.62x (6.63x)

Discounted cash flow Discount rate 15.0% (15.0%)

Revenue multiples 1.05x - 9.62x (3.04x)

Precedent transactions N/A

10.0% (10.0%)

Financing Risk 10.0% (10.0%)

Debt investments $3,011,438 Market approach Revenue multiples 1.74x - 2.91x (1.95x)

Revenue multiples N/A

Liquidation value N/A

Options $4,959,112 Option pricing model Term to expiration (Years) 0.17 - 6.61 (3.08)

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(1) As of December 31, 2021, the Company used a hybrid market and income approach to value certain common and preferred stock investments as the Company felt this approach better reflected the fair value of these investments.

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;

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

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

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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

Increases/(decreases) in revenue multiples, earnings

SURO CAPITAL CORP.

2 unchanged sentences

December 31, 2021

values all else equal.

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

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

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

(6) Discount for Lack of Marketability, or "DLOM"

As of December 31, 2020

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Revenue multiples 1.28x - 2.27x (2.06x)

Precedent transactions 2.97x - 3.23x (3.10x)

Precedent transactions N/A

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

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

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

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

Decreases (increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair

SURO CAPITAL CORP.

2 unchanged sentences

December 31, 2021

companies and available precedent sales transactions of comparable companies.

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

14 unchanged sentences

Sales/Maturity of investments (61,675) (10,646,457) (2,344,979) — (13,053,111)

Exercises and conversions (1)

— 281,190 (281,190) — —

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

Realized gains/(losses) 204,195 5,551,864 88,788 (103,655) 5,741,192

Net change in unrealized appreciation/(depreciation) included in earnings 4,024,649 139,835,593 5,633,409 (1,511,732) 147,981,919

4 unchanged sentences

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.

Coursera, Inc.

Preferred shares, Series F 8%

Preferred shares, Series B 8% Public Common shares (Level 2)

Churchill Capital Corp.

II Common shares, Class A Skillsoft Corp.

Public Common shares (Level 2)

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) Common shares Public Common shares (Level 2)

A Place for Rover, Inc.

(f/k/a DogVacay, Inc.) Common shares Rover Group, Inc.

Public Common shares

Enjoy Technology, Inc.

Preferred shares, Series B 6%

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 6%

Convertible Promissory Note 14% Due 1/30/2024 Public Common shares (Level 2)

Nextdoor Holdings, Inc.

Common shares Public Common shares (Level 2)

Rent the Runway, Inc.

Preferred shares, Series G Public Common shares (Level 2)

SURO CAPITAL CORP.

13 unchanged sentences

— 281,190 (281,190) — —

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

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

Realized gains/(losses) (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

4 unchanged sentences

Portfolio Company Conversion from Conversion to

Preferred shares, Series D

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

Ozy Media, Inc.

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

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

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 11/9/2025

SP Holdings Group, Inc.

Common Shares

SURO CAPITAL CORP.

4 unchanged sentences

Transactions during the year ended December 31, 2021 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:

Schedule of Investments In, and Advances to, Affiliate

Type/Industry/Portfolio Company/Investment Principal/

1 unchanged sentence

Dividends Credited

in Income Fair Value at December 31, 2019 Purchases,

in Income Fair Value at December 31, 2020 Transfer In/ (Out) Purchases,

Capitalized Fees,

Amortization Realized

Amortization Sales Realized

Gains/(Losses) Unrealized

1 unchanged sentence

CONTROLLED INVESTMENTS * (2)

Special Purpose Acquisition Company

Colombier Sponsor LLC**–Class W Units (9)

2,700,000 $ — $ — $ — $ 1,159,150 $ — $ — $ (1,663) $ 1,157,487 0.32 %

Total Options — — — 1,159,150 — — (1,663) 1,157,487 0.32 %

Preferred Stock

5 unchanged sentences

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

Mobile Finance Technology

Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV*** (7)

$ 10,000,000 390,000 — — 10,006,745 — — (6,745) 10,000,000 2.74 %

Special Purpose Acquisition Company

Colombier Sponsor LLC**–Class B Units (9)

1,976,033 — — — 1,556,587 — — (2,233) 1,554,354 0.43 %

Total Common Stock 390,000 — — 11,563,332 — — (8,978) 11,554,354 3.17 %

5 unchanged sentences

(d/b/a CorpU)–Senior Subordinated Convertible Promissory Note 4% Due 2/14/2023 $ — $ — $ 312,790 $ — $ — $ (1,344,981) $ 88,789 $ 943,402 $ — — %

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

Global Innovation Platform

NestGSV, Inc.

(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 %

Preferred Stock

Corporate Education

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

(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.

5 unchanged sentences

Dividends Credited

in Income Fair Value at December 31, 2019 Purchases,

in Income Fair Value at December 31, 2020 Transfer In/ (Out) Purchases,

Capitalized Fees,

Amortization Realized

Amortization Sales Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2021 Percentage

Global Innovation Platform

OneValley, Inc.

(f/k/a NestGSV, Inc.) –Convertible Promissory Note 8% Due 8/23/2024 (3)(6)

$ 1,010,198 $ — $ 505,099 $ — $ — $ — $ — $ — $ 505,099 0.14 %

Total Debt Investments — 817,889 — — (1,344,981) 88,789 943,402 505,099 0.14 %

Preferred Stock

Corporate Education

(d/b/a CorpU)–Convertible preferred shares, Series D 6% — — 73,882 — — (1,159,243) 380,636 704,725 — — %

(d/b/a CorpU) -Convertible preferred shares, Series C 8% — — — — — (3,504,871) 1,498,794 2,006,077 — — %

Total Corporate Education — 73,882 — — (4,664,114) 1,879,430 2,710,802 — — %

Knowledge Networks

15 unchanged sentences

3,279,629 — 2,625,365 — — — — 1,798,242 4,423,607 1.21 %

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 %

Digital Media Platform

OzyMedia, Inc.–Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 295,565 — 1,182,260 — — (419,702) 762,558 0.25 %

Global Innovation Platform

NestGSV, Inc.

(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 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.

5 unchanged sentences

Dividends Credited

in Income Fair Value at December 31, 2019 Purchases,

in Income Fair Value at December 31, 2020 Transfer In/ (Out) Purchases,

Capitalized Fees,

Amortization Realized

Amortization Sales Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2021 Percentage

NestGSV, Inc.

(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 OneValley, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 250,000 — 2,500 — — 6,750 9,250 — %

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

366,666 $ — $ 88,248 $ — $ — $ — $ — $ 201,045 $ 289,293 0.08 %

Total Interactive Learning — 7,958,346 — — — — 3,872,376 11,830,722 3.24 %

Total Preferred Stock — 17,368,051 — — (4,664,114) 1,879,430 (2,752,645) 11,830,722 3.24 %

Digital Media Platform

Ozy Media, Inc.–Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028 295,565 — 762,558 — — — — (762,558) — — %

Global Innovation Platform

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series A-3 - Strike Price $1.33, Expiration Date 4/4/2021 — — 4,687 — — — — (4,687) — — %

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 7/18/2021 — — 27,500 — — — (74,380) 46,880 — — %

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 10/6/2021 — — 65,000 — — — — (65,000) — — %

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 11/29/2021 — — — — — — (29,275) 29,275 — — %

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022 125,000 — — — — — — — — — %

OneValley, Inc.

(f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023 250,000 — 9,250 — — — — (4,250) 5,000 0.01 %

Derivative Security, Expiration Date 8/23/2024 (6)

4 unchanged sentences

Curious.com, Inc.–Common shares 1,135,944 — — — — — — — — — %

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Type/Industry/Portfolio Company/Investment Principal/

Quantity Interest, Fees, or

Dividends Credited

in Income Fair Value at December 31, 2020 Transfer In/ (Out) Purchases,

Capitalized Fees,

Amortization Sales Realized

Gains/(Losses) Unrealized

Gains/(Losses) Fair Value at December 31, 2021 Percentage

Cannabis REIT

GreenAcreage Real Estate Corp.

-Common shares*** (7)

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.)**–Common shares*** (8)

— $ 102,632 $ 8,937,690 $ (9,009,952) $ 500,319 $ — $ — $ (428,057) $ — — %

22 unchanged sentences

, securities with the right to elect directors) of such company.

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.

5 unchanged sentences

to a preferred dividend rate.

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

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

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

SuRo Capital Corp.

3 unchanged sentences

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

amended the structure of its investment in NestGSV, Inc.

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

amended the structure of its investment in OneValley, Inc.

(f/k/a NestGSV, Inc.).

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

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.

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

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

OneValley, Inc.

(f/k/a NestGSV, 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 OneValley, Inc.

(f/k/a NestGSV, Inc.) at the end of the five year period.

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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

(7) As of December 31, 2021, the total $10.0 million capital commitment representing SuRo Capital Corp.'s Membership Interest in Architect Capital PayJoy SPV, LLC had been called and funded.

(8) During the year ended December 31, 2021, NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) declared an aggregate of approximately $0.3 million in dividend distributions, of which approximately $0.1 million reflects the dividend income earned while NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) was a non-controlled/affiliate investment.

SuRo Capital Corp.

does not anticipate that NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) will pay distributions on a recurring or regular basis or become a predictable distributor of distributions.

On August 20, 2021, NewLake Capital Partners, Inc.(f/k/a GreenAcreage Real Estate Corp.) went public via an initial public offering on the OTCQX.

As of December 31, 2021, none of SuRo Capital Corp.'s common shares in NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) were subject to lock-up restrictions.

(9) Colombier Sponsor LLC is the sponsor of Colombier Acquisition Corp., a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

SURO CAPITAL CORP.

AND SUBSIDIARIES

3 unchanged sentences

Transactions during the year ended December 31, 2020 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:

Schedule of Investments In, and Advances to, Affiliate

Type/Industry/Portfolio Company/Investment Principal/

1 unchanged sentence

Dividends Credited

in Income Fair Value at December 31,

2018 Corporate Action Purchases,

in Income Fair Value at December 31, 2019 Purchases,

Capitalized Fees,

7 unchanged sentences

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

Global Innovation Platform

NestGSV, Inc.

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

— — 4,960,553 (4,904,498) — — (56,055) — — %

NestGSV, Inc.

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

— — 1,735,134 (2,005,730) — — 270,596 — — %

NestGSV, Inc.

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

— — 300,000 (605,500) — — 305,500 — — %

NestGSV, Inc.

(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 — — %

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 — — — — — — — %

Global Innovation Platform

NestGSV, Inc.

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

— — — (1,000) — — 1,000 — — %

Total Common Stock — — — — — — — %

1 unchanged sentence

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

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

NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)

3 unchanged sentences

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

Digital Media Platform

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

$ — 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

2 unchanged sentences

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

Total Global Innovation Platform 107,611 936,525 — 78,739 — (5,066) 1,010,198 0.50 %

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

4 unchanged sentences

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

Social Cognitive Learning

Declara, Inc.–Preferred shares, Series A 8% — — — — — (9,999,999) 9,999,999 — — %

Education Media Platform

EdSurge, Inc.–Preferred shares, Series A-1 — — 250,000 — — (501,360) 251,360 — — %

EdSurge, Inc.–Preferred shares, Series A — — 269,848 — — (500,801) 230,953 — — %

Total Education Media Platform — 519,848 — — (1,002,161) 482,313 — — %

SURO CAPITAL CORP.

5 unchanged sentences

Dividends Credited

in Income Fair Value at December 31,

2018 Corporate Action Purchases,

in Income Fair Value at December 31, 2019 Purchases,

Capitalized Fees,

8 unchanged sentences

OzyMedia, Inc.–Preferred shares, Series C-2 6% 683,482 — 2,970,252 — — (1,104,705) 1,865,547 0.62 %

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 — — (1,650,468) 3,350,952 1.11 %

2 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 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

9 unchanged sentences

Total Preferred Stock — 23,837,775 — — (6,469,724) 17,368,051 5.76 %

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

Corporate Education

(d/b/a CorpU) –Preferred warrants, Series D, Strike Price $4.59, Expiration Date 2/14/2020 16,903 $ — $ 19,946 $ — $ — $ — $ (19,946) $ — — %

Digital Media Platform

3 unchanged sentences

(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 — %

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 500,000 — 135,000 — — (70,000) 65,000 0.02 %

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 250,000 — 62,500 — — (35,000) 27,500 0.01 %

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 100,000 — — — — — — — %

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.

5 unchanged sentences

Dividends Credited

in Income Fair Value at December 31,

2018 Corporate Action Purchases,

in Income Fair Value at December 31, 2019 Purchases,

Capitalized Fees,

2 unchanged sentences

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

NestGSV, Inc.

(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 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 %

Total Options — 5,283,506 — — (2,241,363) 3,042,143 1.00 %

Online Education

Curious.com, Inc.–Common shares 1,135,944 — — — — — — — %

Cannabis REIT

1 unchanged sentence

-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 %

5 unchanged sentences

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 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.

5 unchanged sentences

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

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

** 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.

7 unchanged sentences

(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.

2 unchanged sentences

December 31, 2021

(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.

(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 SuRo Capital Corp.

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

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.

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(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.

(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

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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.

On October 27, 2021, our Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2022 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, 2021, the Company did not repurchase shares of common stock under the Share Repurchase Program.

During the year ended December 31, 2020, the Company repurchased 1,655,848 shares of the Company's common stock.

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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

Refer to “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock granted under the Amended & Restated 2019 Equity Incentive Plan (as defined herein).

Dividends Paid in Common Stock

On May 4, 2021, the Company's Board of Directors declared a dividend of $2.50 per share that was paid on June 30, 2021 to stockholders of record as of the close of business on May 18, 2021.

The ex-dividend date was May 17, 2021.

The dividend was paid in cash and shares of the Company's common stock at the election of the stockholders, although the total amount of cash to be distributed to all stockholders was limited to no more than 50% of the total dividend paid to all stockholders.

The total dividend amount paid to all stockholders consisted of approximately $30.0 million in cash and 2,335,527 in shares of common stock issued.

SURO CAPITAL CORP.

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December 31, 2021

(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.

On August 3, 2021, the Company's Board of Directors declared a dividend of $2.25 per share that was paid on September 30, 2021 to stockholders of record as of the close of business on August 18, 2021.

The ex-dividend date was August 17, 2021.

The total dividend amount paid to all stockholders consisted of approximately $29.6 million in cash and 2,225,193 in shares of common stock issued.

On November 2, 2021, the Company's Board of Directors declared a dividend of $2.00 per share that was paid on December 30, 2021 to stockholders of record as of the close of business on November 17, 2021.

The ex-dividend date was November 16, 2021.

The total dividend amount paid to all stockholders consisted of approximately $28.5 million in cash and 2,170,807 in shares of common stock issued.

Conversion of 4.75% Convertible Senior Notes due 2023

During the year ended December 31, 2021, the Company issued 4,097,808 shares of its common stock and cash for fractional shares upon the conversion of approximately $37.9 million in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.

The Company also redeemed approximately $0.3 million of aggregate principal amount for cash plus accrued and unpaid interest on March 29, 2021.

During 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” for more detail regarding conversion terms.

At-the-Market Offering

(collectively, the “Agents”).

Under the Initial Sales Agreement, the Company may, but has no obligation to, issue and sell up to $50.0 million in aggregate amount of shares of its common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the "ATM Program").

On September 23, 2020, the Company increased the maximum amount of Shares to be sold through the ATM Program to $150.0 million from $50.0 million.

In connection with the upsize of the ATM Program to $150.0 million, the Company entered into Amendment No.

1 to the At-the-Market Sales Agreement, dated September 23, 2020, with the Agents (the “Amendment No.

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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.

Sales of the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or sales made to or through a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated prices.

Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from time to time.

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As of December 31, 2021, up to approximately $99.0 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 at a price per share of not less than $6.00 and not greater than $8.00 in $0.10 increments, using available cash.

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%.

SURO CAPITAL CORP.

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December 31, 2021

Modified Dutch Auction Tender Offer

The Company has determined that the proration factor for the tender offer was 78.1%.

NOTE 6—NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED

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______________________

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

(1) As of December 31, 2021, there were no potentially dilutive securities outstanding.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

NOTE 7—COMMITMENTS AND CONTINGENCIES

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As of December 31, 2021 and December 31, 2020, 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.

For the years ended December 31, 2021 and 2020, the Company incurred $186,738 and $180,254, respectively, of operating lease expense.

The amounts reflected on the Consolidated Statement of Assets and Liabilities have been discounted using the rate implicit in the lease.

As of December 31, 2021, the remaining lease term was 2.6 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, 2021:

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Dividends declared (8.00) (0.87) (0.32) — —

Issuance of common stock from stock dividend (1)

Issuance of common stock from public offering 0.01 0.30 — — —

Issuance of common stock from conversion of 4.75% Convertible Notes due 2023 (1)

(1.91) (0.11) — — —

Repurchase of common stock (1)

— 0.43 0.52 0.20 0.18

Stock-based compensation (1)

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(1) Based on weighted-average number of shares outstanding for the relevant period.

(2) Total return based on market value is based on the change in market price per share between the opening and ending market values per share in the year.

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.

(2) Total return based on market value is based upon the change in market price per share between the opening and ending market values per share in the period, adjusted for dividends and equity issuances.

Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in the period, adjusted for dividends and equity issuances.

(3) For the year ended December 31, 2021, the Company excluded $100,274 of non-recurring expenses.

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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.

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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.

As of December 31, 2021 and December 31, 2020, the Company recorded a deferred tax liability of $0.

The Company is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.

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Year Ended December 31,

Accumulated net realized losses on investments $ (2,116,773) $ (330,522)

Undistributed ordinary income $ (35,883,906) $ —

Accumulated net realized gains/(losses) on investments 3,489,058 (2,116,773)

Unrealized appreciation 58,263,205 120,801,588

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NOTE 10—DEBT CAPITAL ACTIVITIES

6.00% Notes due 2026

On December 17, 2021, the Company issued $70.0 million aggregate principal amount of its 6.00% Notes due 2026 (the "6.00% Notes due 2026"), pursuant to an Indenture, dated as of March 28, 2018 (the "Base Indenture"), between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), as trustee (the "Trustee"), as supplemented by a second supplemental indenture, dated as of December 17, 2021 (together with the Base Indenture, the "Indenture"), between the Company and the Trustee.

On December 21, 2021, the Company issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026 pursuant to an overallotment option.

The 6.00% Notes due 2026 bear interest at a fixed rate of 6.00% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022.

The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless previously repurchased in accordance with their terms.

The Company has the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of the outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest.

The 6.00% Notes due 2026 are direct unsecured obligations of the Company and rank pari passu , or equal in right of payment, with all outstanding and future unsecured, unsubordinated indebtedness of the Company;

senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the 6.00% Notes due 2026;

effectively subordinated to any of the Company’s future secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company subsequently grants a security interest), to the extent of the value of the assets securing such indebtedness (provided, however, that the Company has agreed under the Indenture to not incur any secured or unsecured indebtedness that would be senior to the 6.00% Notes due 2026 while the 6.00% Notes due 2026 are outstanding, subject to certain exceptions);

and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.

The 6.00% Notes due 2026 are listed for trading on the Nasdaq Global Select Market under the symbol “SSSSL”.

The reported closing market price of SSSSL on December 31, 2021 was $25.68 per note.

As of December 31, 2021, the fair value of the 6.00% Notes due 2026 was $77.0 million.

They are classified as Level 1 of the fair value hierarchy (Refer to “Note 2-Significant Accounting Policies”).

As of December 31, 2021, the Company was in compliance with the terms of the Indenture.

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

4.75% Convertible Senior Notes due 2023

On March 28, 2018, the Company issued $40.0 million aggregate principal amount of convertible senior notes, which bear interest at a fixed rate of 4.75% per year, payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2018.

The 4.75% Convertible Senior Notes mature on March 28, 2023 (the "4.75% Convertible Senior Notes due 2023"), unless previously repurchased or converted in accordance with their terms.

The Company does not have the right to redeem the 4.75% Convertible Senior Notes due 2023 prior to March 27, 2021.

On or after March 27, 2021, the Company may redeem the 4.75% Convertible Senior Notes due 2023 for cash, in whole or from time to time in part, at the Company’s option if (i) the closing sale price of the Company’s common stock for at least 15 trading days (whether or not consecutive) during the period of any 20 consecutive trading days is greater than or equal to 150% of the conversion price on each applicable trading day, (ii) no public announcement of a pending, proposed or intended fundamental change has occurred which has not been abandoned, terminated or consummated, and (iii) no event of default under the indenture governing the 4.75% Convertible Senior Notes due 2023, and no event that with the passage of time or giving of notice would constitute an event of default under such indenture, has occurred or exists.

On March 28, 2018, the Company issued $40.0 million aggregate principal amount of convertible senior notes, which bore interest at a fixed rate of 4.75% per year, payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2018.

The 4.75% Convertible Senior Notes due 2023 had a maturity date of March 28, 2023 (the "4.75% Convertible Senior Notes due 2023"), unless previously repurchased or converted in accordance with their terms.

The Company did not have the right to redeem the 4.75% Convertible Senior Notes due 2023 prior to March 27, 2021.

On or after March 27, 2021, the Company could redeem the 4.75% Convertible Senior Notes due 2023 for cash, in whole or from time to time in part, at the Company’s option if (i) the closing sale price of the Company’s common stock for at least 15 trading days (whether or not consecutive) during the period of any 20 consecutive trading days was greater than or equal to 150% of the conversion price on each applicable trading day, (ii) no public announcement of a pending, proposed or intended fundamental change had occurred which had not been abandoned, terminated or consummated, and (iii) no event of default under the indenture governing the 4.75% Convertible Senior Notes due 2023, and no event that with the passage of time or giving of notice would constitute an event of default under such indenture, had occurred or existed.

All of these conditions were met and on February 19, 2021, the Company caused notices to be issued to the holders of the 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 governing indenture.

The Company established March 29, 2021 as the date on which all of the 4.75% Convertible Senior Notes due 2023 would be redeemed (the “Redemption Date”), at 100% of their principal amount ($1,000 per convertible 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 had the option to surrender their 4.75% Convertible Senior Notes due 2023 for conversion into shares of the Company’s common stock at the then existing conversion rate, in lieu of receiving cash, at any time prior to the close of business on the business day immediately preceding the Redemption Date.

On the Redemption Date, the Company redeemed $0.3 million in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023 at a redemption price equal to 100% of their principal amount ($1,000 per convertible note), plus accrued and unpaid interest thereon.

Due to the election of certain holders to surrender their 4.75% Convertible Senior Notes due 2023 for conversion into shares of the Company’s common stock prior to the Redemption Date, the Company issued a total of 4,272,696 shares since the 4.75% Convertible Senior Notes due 2023 were initially issued.

As result of such redemption and conversions, the 4.75% Convertible Senior Notes due 2023 were no longer outstanding as of the Redemption Date.

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 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.

If a fundamental change, as defined in the indenture governing the 4.75% Convertible Senior Notes due 2023, occurs prior to the stated maturity date, holders may require the Company to purchase for cash all or any portion of their 4.75% Convertible Senior Notes due 2023 at a fundamental change purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date.

The indenture governing the 4.75% Convertible Senior Notes due 2023 contains customary financial reporting requirements and contains certain restrictions on mergers, consolidations, and asset sales.

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.

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.

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 had changed to 108.0505 shares of the Company’s common stock for each $1,000 principal amount of the 4.75% Convertible Senior Notes due 2023, which represented a conversion price of approximately $9.25 per share.

The indenture governing the 4.75% Convertible Senior Notes due 2023 contained customary financial reporting requirements and contained certain restrictions on mergers, consolidations, and asset sales.

The indenture also contained certain events of default, the occurrence of which could have caused the 4.75% Convertible Senior Notes due 2023 to become due and payable before their maturity or immediately.

For the year ended December 31, 2021, the Company issued 4,097,808 shares of its common stock and cash for fractional shares upon the conversion of approximately $37.9 million in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023.

The Company also redeemed approximately $0.3 million of aggregate principal amount for cash plus accrued and unpaid interest on March 29, 2021.

SURO CAPITAL CORP.

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December 31, 2021

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.

December 31, 2021 December 31, 2020

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Conversion of 4.75% Convertible Senior Notes due 2023 (37,925,000) (1,785,000)

Redemption of 4.75% Convertible Senior Notes due 2023 (290,000) —

Direct deduction of deferred debt issuance costs — (819,563)

4.75% Convertible Senior Notes due 2023 Payable $ — $ 37,395,437

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.

The 4.75% Convertible Senior Notes due 2023 were the Company’s general, unsecured, senior obligations and ranked senior in right of payment to any future indebtedness that was 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 was 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.

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Western Alliance Bank Credit Facility

The Credit Facility (defined below) matured on May 31, 2019.

There were no borrowings by the Company from the Credit Facility during the year ended December 31, 2020.

The Credit Facility (defined below) matured on May 31, 2019 and was no longer outstanding as of such date.

There were no borrowings by the Company from the Credit Facility during the year ended December 31, 2021 and the year ended December 31, 2020.

The Company entered into a Loan and Security Agreement, effective May 31, 2017 and amended on March 22, 2018 (the “Loan Agreement”), with Western Alliance Bank, pursuant to which Western Alliance Bank agreed to provide the Company with a $12.0 million senior secured revolving credit facility (the “Credit Facility”).

The Credit Facility, among other things, matured on May 31, 2019 and bore interest at a per annum rate equal to the prime rate plus 3.50%.

The Credit Facility matured on May 31, 2019 and bore interest at a per annum rate equal to the prime rate plus 3.50%.

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.

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The Credit Facility was secured by substantially all of the Company’s property and assets.

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.

As of December 31, 2021 and December 31, 2020, the Company had no borrowings outstanding under the Credit Facility, as the Credit Facility matured on May 31, 2019.

NOTE 11—STOCK-BASED COMPENSATION

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 June 5, 2019, our Board of Directors adopted, and our stockholders approved, an equity-based incentive plan (the "2019 Equity Incentive Plan”), which authorized 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 would be set on the grant date and could 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, owned 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 were eligible to receive incentive stock options under the Code (the “10% Shareholders”), the exercise price per share would 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 would be the closing price of the shares on the Nasdaq Global Select 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 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.

These stock options had 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.

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.

As a result, there are no stock option awards 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.

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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:

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Input Assumptions As of July 17, 2019 Grant Date

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Dividend yield —%

SURO CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Number of Shares Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value

Outstanding as of December 31, 2019 1,155,000 $ 6.57 $ 2.57

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 —

Outstanding as of December 31, 2021 and December 31, 2020

For the years ended December 31, 2021 and 2020, we recognized stock-based compensation expense of $1,306,615 and $1,962,431, 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, 2021, 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.

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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

During the year ended December 31, 2021, the Company granted 46,333 restricted shares to non-executive employees pursuant to the Amended & Restated 2019 Equity Incentive Plan.

Additionally, the Company granted 15,080 restricted shares

SURO CAPITAL CORP.

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December 31, 2021

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.

to its non-employee directors pursuant to the Amended & Restated 2019 Equity Incentive Plan.

These restricted shares have a vesting period of 1 year.

The Company also granted 307,885 restricted shares to the Company's officers pursuant to the Amended & Restated 2019 Equity Incentive Plan.

These restricted shares have a vesting period of 3 years.

The Company determined that the fair values, based on the grant date close price of such restricted shares granted under the Amended & Restated 2019 Equity Incentive Plan during the year ended December 31, 2021 were approximately $5,008,178 in the aggregate.

On July 2, 2021, 21,760 restricted shares related to the 2020 non-employee director grants vested.

The Company expensed the full value of restricted stock compensation related to annual non-employee director grants on the vesting date.

As of December 31, 2021, there were approximately $5,564,096 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.

Compensation expense associated with the restricted shares is recognized on a quarterly basis over the respective vesting periods.

The following table summarizes the activities for the Company’s restricted share grants for the year ended December 31, 2021 under the Amended & Restated 2019 Equity Incentive Plan:

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Granted 369,298

Vested (21,760)

Outstanding as of December 31, 2021

Vested and Exercisable as of December 31, 2020

Vested as of December 31, 2021

SURO CAPITAL CORP.

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From January 1, 2022 through March 10, 2022, 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

Portfolio Company Transaction Date Shares Sold Average Net Share Price (1)

Net Proceeds Realized Gain (2)

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) Various 27,352 $ 27.76 $ 759,225 $ 212,073

Rover Group, Inc.

1/31/2022 42,744 6.52 278,497 150,725

(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

Residential Homes for Rent, LLC (d/b/a Second Avenue) (3)

Various N/A N/A 217,257 —

$ 1,254,979 $ 362,798

(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.

_________________________________

(1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.

(2) Realized gain does not include adjustments to amounts held in escrow receivable.

(3) Subsequent to December 31, 2021, $217,257 has been received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023.

Of the proceeds received, $166,667 repaid a portion of the outstanding principal and $50,590 was attributed to interest.

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.

From January 1, 2022 through March 10, 2022, the Company had $1.3 million in non-binding investment agreements that required it to make a future investment in a portfolio company.

On March 8, 2022, the Company’s Board of Directors declared a cash dividend of $0.11 per share, payable on April 15, 2022 to stockholders of record as of the close of business on March 25, 2022.

At-the-Market Offering

From January 1, 2022 through March 10, 2022, the Company issued and sold 17,807 Shares under the ATM Program at a weighted-average price of $13.01 per share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions to the Agents on Shares sold.

As of March 10, 2022, up to $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

Refer to “Note 5—Common Stock” to our consolidated financial statements as of December 31, 2021 for more information regarding the ATM Program.

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.

We have and continue to assess the impact of the COVID-19 pandemic on our portfolio companies.

We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide, the effectiveness of governmental responses designed to mitigate strain to businesses and the economy and the magnitude of the economic impact of the outbreak.

The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, cancellations of events and travel, significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain

SURO CAPITAL CORP.

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December 31, 2021

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.

interruptions and overall economic and financial market instability both globally and in the United States.

Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.

Our portfolio companies and, by extension, our operating results may be adversely impacted by the COVID-19 pandemic and, depending on the duration and extent of the disruption to the operations of our portfolio companies, certain portfolio companies may experience financial distress and may possibly default on their financial obligations to us and their other capital providers.

Some of our portfolio companies have significantly curtailed business operations, furloughed or laid off employees and terminated service providers, and deferred capital expenditures, which could impair their business on a permanent basis and additional portfolio companies may take similar actions.

We continue to closely monitor our portfolio companies, which includes assessing each portfolio company’s operational and liquidity exposure and outlook;

however, any of these developments would likely result in a decrease in the value of our investment in any such portfolio company.

In addition, to the extent that the impact to our portfolio companies results in reduced interest payments or permanent impairments on our investments, we could see a decrease in our net investment income, which would increase the percentage of our cash flows dedicated to our debt obligations and could impact the amount of any future distributions to our stockholders.

In response to the COVID-19 pandemic, we instituted a temporary work-from-home policy in March 2020, pursuant to which our employees primarily worked remotely without disruption to our operations.

This policy was amended in February 2022 when it was deemed safe to return to our offices.

As of March 10, 2022, there is no indication of a reportable subsequent event impacting the Company’s financial statements for the year ended December 31, 2021.

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Total Operating Expenses 3,210,777 2,747,394 2,317,820 3,125,670

Net Investment Gain/(Loss) (4,254,584) (2,587,891) (4,667,388) (3,004,553)

Net Realized Gain/(Loss) on Investments 7,108,580 2,378,390 (23,987) 6,978,240

Net Investment Loss (2,830,023) (2,223,478) (2,043,000) (2,834,318)

Net Realized Gain on Investments 46,428,514 32,495,660 27,658,812 112,152,518

Net Change in Unrealized Appreciation/(Depreciation) of Investments (53,134,601) (15,023,778) 7,741,252 (1,315,837)

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Total Operating Expenses 5,177,327 2,995,998 4,908,902 3,256,316

Net Investment Gain/(Loss) (2,563,335) (4,702,204) (2,805,231) 619,702

Net Investment Loss (4,254,584) (2,587,891) (4,667,388) (3,004,553)

Net Realized Gain/(Loss) on Investments 7,108,580 2,378,390 (23,987) 6,978,240

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 — — 979,713 (94,147)

Net Increase/(Decrease) in Net Assets Resulting from Operations $ 61,278,924 $ 15,919,941 $ 21,830,820 $ (23,692,247)

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Total Operating Expenses 2,963,631 5,082,430 3,293,183 (392,452)

Management Fee Waiver — (402,074) (335,403) (154,944)

Incentive Fee Waiver — — — (5,000,000)

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 — — — (397,846)

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 5,491,460 214,404 1,010,871 —

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

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however, the Company must disclose certain financial information related to any subsidiaries or other entities that are considered to be “significant subsidiaries” under the applicable rules of Regulation S-X.

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).

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.

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

The Company’s three controlled portfolio companies as of December 31, 2021, SPBRX, INC.

(f/k/a GSV Sustainability Partners, Inc.), Architect Capital PayJoy SPV, LLC and Colombier Sponsor LLC, did not meet the definition of a “significant subsidiary” as 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 quarter ended December 31, 2020 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

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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