UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2025
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 814-00852
SuRo
Capital Corp.
(Exact name of registrant as specified in its charter)
Maryland
27-4443543
(State or other jurisdiction
o f incorporation or organization)
(I.R.S. Employer
Identification No.)
640 Fifth Avenue , 12th Floor , New York , NY
10019
(Address of principal executive offices)
(Zip Code)
(212) 931-6331
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
SSSS
Nasdaq Global Select Market
6.00% Notes due 2026
SSSSL
Nasdaq Global Select Market
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). YES ☒ NO ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The issuer had 23,551,859
shares of common stock, $ 0.01 par value per share, outstanding as of May 6, 2025.
SURO CAPITAL CORP.
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item
1.
Financial Statements
1
Condensed Consolidated Statements of Assets and Liabilities as of March 31, 2025 (Unaudited) and December 31, 2024
1
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (Unaudited)
2
Condensed Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2025 and 2024 (Unaudited)
3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)
4
Condensed Consolidated Schedule of Investments as of March 31, 2025 (Unaudited)
5
Condensed Consolidated Schedule of Investments as of December 31, 2024
9
Notes to Condensed Consolidated Financial Statements as of March 31, 2025 (Unaudited)
13
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
43
Item
3.
Quantitative and Qualitative Disclosures About Market Risk
53
Item
4.
Controls and Procedures
54
PART II. OTHER INFORMATION
Item
1.
Legal Proceedings
55
Item
1A.
Risk Factors
55
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
55
Item
3.
Defaults Upon Senior Securities
56
Item
4.
Mine Safety Disclosures
56
Item
5.
Other Information
56
Item
6.
Exhibits
57
Signatures
58
i
TABLE OF CONTENTS
PART I
Item 1. Financial Statements
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND
LIABILITIES
March
31, 2025 (UNAUDITED)
December
31, 2024 (AUDITED)
ASSETS
Investments at fair value:
Non-controlled/non-affiliate investments (cost of $ 235,908,892 and $ 234,601,314 , respectively)
$ 194,570,607
$ 198,511,915
Non-controlled/affiliate investments (cost of $ 20,605,400 and $ 20,605,400 , respectively)
8,796,115
9,268,827
Controlled investments (cost of $ 1,602,940 and $ 1,602,940 , respectively)
10,210,476
1,600,000
Total Investments (cost of $ 258,117,232 and $ 256,809,654 , respectively)
213,577,198
209,380,742
Cash
16,180,542
20,035,640
Escrow proceeds receivable
27,347
45,298
Interest and dividends receivable
447,496
756,022
Deferred financing costs
538,413
526,261
Prepaid expenses and other assets (1)
896,163
855,630
Total Assets
231,667,159
231,599,593
LIABILITIES
6.00% Notes due December 30, 2026 (2)
39,302,906
44,198,838
6.50% Convertible Notes due August 14, 2029 (3)
33,950,859
29,051,408
Accounts payable and accrued expenses (1)
1,609,239
768,394
Dividends payable
—
8,867
Total Liabilities
74,863,004
74,027,507
Commitments and contingencies (Notes 7 and 10)
-
-
Net Assets
$ 156,804,155
$ 157,572,086
NET ASSETS
Common stock, par value $ 0.01 per share ( 100,000,000 authorized; 23,551,859 and 23,601,566 issued and outstanding, respectively)
$ 235,519
$ 236,016
Paid-in capital in excess of par
226,618,713
226,579,432
Accumulated net investment loss
( 7,963,961 )
( 4,302,192 )
Accumulated net realized loss on investments, net of distributions
( 17,442,921 )
( 17,409,097 )
Accumulated net unrealized appreciation/(depreciation) of investments
( 44,643,195 )
( 47,532,073 )
Net Assets
$ 156,804,155
$ 157,572,086
Net Asset Value Per Share
$ 6.66
$ 6.68
See accompanying notes to condensed consolidated
financial statements.
(1) This
balance includes a right of use asset and corresponding operating lease liability, respectively.
Refer to “Note 7—Commitments and Contingencies— Operating Leases and
Related Deposits ” for more detail.
(2) As
of March 31, 2025, the 6.00 % Notes due December 30, 2026 (the “ 6.00 % Notes due 2026”)
(effective interest rate of 6.52 % ) had a
face value $ 39,667,650 . As of December 31, 2024, the 6.00 % Notes due 2026 (effective interest
rate of 6.48 %) had a face value $ 44,667,400 . Refer to “Note 10—Debt Capital Activities”
for a reconciliation of the carrying value to the face value.
(3) As
of March 31, 2025, the 6.50 % Convertible Notes due August 14, 2029 (the “ 6.50 % Convertible
Notes due 2029”) (effective interest rate of 7.01 % )
had a face value $ 35,000,000 . As of December 31, 2024, the 6.50 % Convertible Notes due 2029
(effective interest rate of 7.06 %) had a face value $ 30,000,000 .Refer to “Note 10—Debt
Capital Activities” for a reconciliation of the carrying value to the face value.
1
TABLE OF CONTENTS
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
2025
2024
Three Months Ended March 31,
2025
2024
INVESTMENT INCOME
Non-controlled/non-affiliate investments:
Interest income (1)
$ 150,647
$ 242,007
Dividend income
348,447
21,875
Controlled investments:
Interest income
—
435,000
Interest income from U.S. Treasury bills
—
829,209
Total Investment Income
499,094
1,528,091
OPERATING EXPENSES
Compensation expense
1,667,835
2,185,318
Interest expense
1,259,849
1,214,267
Professional fees
750,224
728,559
Directors’ fees
170,565
171,113
Income tax expense
2,796
2,100
Other expenses
309,594
449,636
Total Operating Expenses
4,160,863
4,750,993
Net Investment Loss
( 3,661,769 )
( 3,222,902 )
Realized Gain/(Loss) on Investments:
Non-controlled/non-affiliated investments
( 17,951 )
( 484,141 )
Non-controlled/affiliate investments
—
60,067
Net Realized Loss on Investments
( 17,951 )
( 424,074 )
Realized loss on partial repurchase of 6.00 % Notes due December 30, 2026
( 15,873 )
—
Change in Unrealized Appreciation/(Depreciation) of Investments:
Non-controlled/non-affiliated investments
( 5,248,885 )
( 16,395,171 )
Non-controlled/affiliate investments
( 472,713 )
( 2,016,699 )
Controlled investments
8,610,476
( 6,500 )
Net Change in Unrealized Appreciation/(Depreciation) of Investments
2,888,878
( 18,418,370 )
Net Change in Net Assets Resulting from Operations
$ ( 806,715 )
$ ( 22,065,346 )
Net Change in Net Assets Resulting from Operations per Common Share:
Basic
$ ( 0.03 )
$ ( 0.87 )
Diluted (2)
$ ( 0.03 )
$ ( 0.87 )
Weighted-Average Common Shares Outstanding
Basic
23,571,840
25,393,490
Diluted (2)
23,571,840
25,393,490
See accompanying notes to condensed consolidated
financial statements.
(1) Includes interest income earned on cash.
(2) For the three months ended March 31, 2025, 4,516,131 potentially dilutive common shares 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. For the three months ended March 31, 2024, there were no potentially
dilutive securities outstanding. Refer to “Note 6 — Net Change in Net Assets Resulting from Operations per Common Share —
Basic and Diluted”.
2
TABLE OF CONTENTS
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
NET ASSETS (UNAUDITED)
2025
2024
Three Months Ended March 31,
2025
2024
Net Assets at Beginning of Year
$ 157,572,086
$ 203,357,646
Change in Net Assets Resulting from Operations
Net investment loss
( 3,661,769 )
( 3,222,902 )
Net realized loss on investments
( 17,951 )
( 424,074 )
Realized loss on partial repurchase of 6.00% Notes due 2026
( 15,873 )
—
Net change in unrealized appreciation/(depreciation) of investments
2,888,878
( 18,418,370 )
Net Change in Net Assets Resulting from Operations
( 806,715 )
( 22,065,346 )
Change in Net Assets Resulting from Capital Transactions
Stock-based compensation
38,784
428,835
Net Change in Net Assets Resulting from Capital Transactions
38,784
428,835
Total Change in Net Assets
( 767,931 )
( 21,636,511 )
Net Assets at March 31
$ 156,804,155
$ 181,721,135
Capital Share Activity
Shares outstanding at beginning of year
23,601,566
25,445,805
Issuance of common stock under restricted stock plan, net (1)
( 49,707 )
( 92,521 )
Shares Outstanding at End of Period
23,551,859
25,353,284
See accompanying notes to condensed consolidated
financial statements.
(1) Refer to “Note 11 — Stock-Based Compensation” for more detail.
3
TABLE OF CONTENTS
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
2025
2024
Three Months Ended March 31,
2025
2024
Cash Flows from Operating Activities
Net change in net assets resulting from operations
$ ( 806,715 )
$ ( 22,065,346 )
Adjustments to reconcile net change in net assets resulting from operations to net cash provided by/(used in) operating activities:
Net realized loss on investments
17,951
424,074
Net change in unrealized (appreciation)/depreciation of investments
( 2,888,878 )
18,418,370
Amortization of discount on 6.00 % Notes due 2026
60,929
106,093
Amortization of discount on 6.50 % Convertible Notes due 2029
57,608
—
Stock-based compensation
38,784
428,835
Adjustments to escrow proceeds receivable
( 17,951 )
( 72,997 )
Accrued interest on U.S. Treasury bills
—
( 376,834 )
Purchases of investments in:
Portfolio investments
( 1,307,578 )
( 10,003,934 )
Proceeds from sales or maturity of investments in:
Portfolio investments
—
318,316
U.S. Treasury bills
—
34,547,625
Change in operating assets and liabilities:
Escrow proceeds receivable
17,951
72,990
Prepaid expenses and other assets
( 40,533 )
27,453
Interest and dividends receivable
308,526
( 5,050 )
Accounts payable and accrued expenses
840,845
924,275
Net Cash Provided by/(Used in) Operating Activities
( 3,719,061 )
22,743,870
Cash Flows from Financing Activities
Gross proceeds from the issuance of 6.50 % Convertible Notes due 2029
5,000,000
—
Deferred debt issuance costs
( 158,157 )
—
Repurchases of 6.00 % Notes due 2026
( 4,954,950 )
—
Realized loss on partial repurchase of 6.00 % Notes due 2026
15,875
—
Deferred financing costs
( 29,938 )
—
Cash dividends paid
( 8,867 )
( 107,823 )
Net Cash Used in Financing Activities
( 136,037 )
( 107,823 )
Total Increase/(Decrease) in Cash Balance
( 3,855,098 )
22,636,047
Cash Balance at Beginning of Year
20,035,640
28,178,352
Cash Balance at End of Period
$ 16,180,542
$ 50,814,399
2025
2024
Supplemental Information:
Interest paid
$ 1,150,223
$ 1,125,000
Taxes paid
2,796
2,100
Right of use asset obtained in exchange for operating lease liabilities
( 2,006 )
—
See accompanying notes to condensed consolidated
financial statements.
4
TABLE OF CONTENTS
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
March 31, 2025
Portfolio Investments *
Headquarters/
Industry
Date of Initial Investment
Shares/
Principal/
Quantity (5)
Cost
Fair Value
% of Net
Assets
NON-CONTROLLED/NON-AFFILIATE
ARK Type One Deep Ventures Fund LLC **(8)
St. Petersburg, FL
Membership Interest, Class A **(8)
AI Application Fund
9/25/2024
$ 17,500,000
$ 17,696,568
$ 27,803,214
17.73 %
Whoop, Inc.
Boston, MA
Preferred Shares, Series C
Fitness Technology
6/30/2022
13,293,450
10,011,460
20,346,939
12.98 %
Simple Agreement for Future Equity
Fitness
Technology
2/6/2025
$ 1,000,000
1,001,628
1,000,000
0.64 %
Total
-
11,013,088
21,346,939
13.61 %
Learneo, Inc. (f/k/a Course Hero, Inc.)
Redwood City, CA
Preferred Shares, Series A 8%
Online Education
9/18/2014
2,145,509
5,000,001
5,517,268
3.52 %
Preferred Shares, Series C 8%
Online
Education
11/5/2021
275,659
9,999,971
9,999,971
6.38 %
Total
-
14,999,972
15,517,239
9.90 %
ServiceTitan, Inc. **(9)
Glendale, CA
Common Shares (3) **(9)(3)
Contractor Management Software
6/30/2023
151,515
10,008,233
13,401,850
8.55 %
Blink Health, Inc.
New York, NY
Preferred Shares, Series A
Pharmaceutical Technology
10/27/2020
238,095
5,000,423
3,164,471
2.02 %
Preferred Shares, Series C
Pharmaceutical
Technology
10/27/2020
261,944
10,003,917
10,047,013
6.41 %
Total
-
15,004,340
13,211,484
8.43 %
CW Opportunity 2 LP **(10)
Evanston, IL
Class A Interest *** **(10)
***
AI Infrastructure Fund
5/7/2024
$ 15,000,000
15,176,443
12,281,521
7.83 %
IH10, LLC **(11)
New York, NY
Membership Interest **(11)
AI Infrastructure Fund
10/9/2024
$ 12,000,010
12,273,784
12,207,897
7.79 %
Canva, Inc. **
Sydney, Australia
Common Shares **
Productivity Software
4/17/2024
9,375
10,058,820
10,839,944
6.91 %
Locus Robotics Corp.
Wilmington, MA
Preferred Shares, Series F 6%
Warehouse Automation
11/30/2022
232,568
10,004,286
10,214,647
6.51 %
Supplying Demand, Inc. (d/b/a Liquid Death)
Los Angeles, CA
Preferred Shares, Series F-1
Lifestyle Beverage Brand
1/18/2024
776,747
10,003,934
9,999,996
6.38 %
FourKites, Inc.
Chicago, IL
Common Shares
Supply Chain Technology
7/7/2023
1,398,024
8,530,389
7,080,308
4.52 %
CoreWeave, Inc. **(12)
Roseland, NJ
Common Shares (3) **(12)
(3)
AI Infrastructure
10/8/2024
222,240
10,003,583
7,004,560
4.47 %
Shogun Enterprises, Inc. (d/b/a Hearth)
Austin, TX
Preferred Shares, Series B-1
Home Improvement Finance
2/26/2021
436,844
3,501,657
2,686,696
1.71 %
Preferred Shares, Series B-2
Home
Improvement Finance
2/26/2021
301,750
3,501,661
2,686,699
1.71 %
Preferred Shares, Series B-3
Home
Improvement Finance
5/2/2022
56,936
530,822
407,473
0.26 %
Preferred Shares, Series B-4
Home
Improvement Finance
7/12/2023
48,267
366,606
383,813
0.24 %
Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026
Home
Improvement Finance
7/12/2023
86,076
140,060
—
— %
Total
-
8,040,806
6,164,681
3.93 %
Orchard Technologies, Inc.
New York, NY
Preferred Shares, Series D 8%
Real Estate Platform
8/9/2021
558,052
3,751,518
—
— %
Senior Preferred Shares, Series 2 8%
Real
Estate Platform
8/9/2021
58,771
587,951
—
— %
Senior Preferred Shares, Series 1 7%
Real
Estate Platform
1/13/2023
463,449
4,642,772
4,634,490
2.96 %
Common Shares
Real
Estate Platform
8/9/2021
558,053
3,751,518
—
— %
Simple Agreement for Future Equity
Real
Estate Platform
1/31/2025
$ 80,800
81,584
80,800
0.05 %
Total
-
12,815,343
4,715,290
3.01 %
See accompanying notes to condensed consolidated
financial statements.
5
TABLE OF CONTENTS
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
- continued
March 31, 2025
Portfolio Investments*
Headquarters/
Industry
Date of Initial Investment
Shares/
Principal/
Quantity (5)
Cost
Fair Value
% of Net
Assets
Neutron Holdings, Inc. (d/b/a/ Lime)
San Francisco, CA
Junior Preferred Shares, Series 1-D
Micromobility
1/25/2019
41,237,113
10,007,322
3,485,014
2.22 %
Junior Preferred Convertible Note 4% Due 5/11/2027 ***
Micromobility
5/11/2020
$ 506,339
506,339
506,339
0.32 %
Common warrants, Strike Price $0.01, Expiration Date 5/11/2027
Micromobility
5/11/2020
2,032,967
—
101,648
0.06 %
Total
-
10,513,661
4,093,001
2.61 %
True Global Ventures 4 Plus Pte Ltd **(13)
Singapore, Singapore
Limited Partner Fund Investment **(10)(13)
Venture Investment Fund
8/27/2021
$ 2,000,000
585,016
3,347,405
2.13 %
PayJoy, Inc.
San Francisco, CA
Preferred Shares, Series C
Mobile Access Technology
7/23/2021
244,117
2,501,570
2,500,002
1.59 %
Simple Agreement for Future Equity
Mobile
Access Technology
5/25/2023
$ 500,000
501,470
500,000
0.32 %
Total
-
3,003,040
3,000,002
1.91 %
Trax Ltd . **
Singapore, Singapore
Common Shares **
Retail Technology
6/9/2021
55,591
2,781,148
61,445
0.04 %
Preferred Shares, Investec Series **
Retail
Technology
6/9/2021
144,409
7,224,600
2,647,017
1.69 %
Total **
-
10,005,748
2,708,462
1.73 %
Varo Money, Inc. **
San Francisco, CA
Common Shares **
Financial Services
8/11/2021
1,079,266
10,005,548
1,845,545
1.18 %
Xgroup Holdings Limited (d/b/a Xpoint) (7)
Philadelphia, PA
Preferred Shares, Series A-1 (7)(12)
Geolocation Technology
8/17/2022
454
136,114
161,862
0.10 %
Series A-1 warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (7)(12)
Geolocation
Technology
8/17/2022
3,286
985,180
1,171,540
0.75 %
Series A warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (7)(12)
Geolocation
Technology
8/17/2022
873
261,735
324,931
0.21 %
Total (7)(12)
-
1,383,029
1,658,333
1.06 %
Commercial Streaming Solutions Inc. (d/b/a BettorView) (7)(14)
Las Vegas, NV
Preferred Shares, Series A-1 (7)(14)
Interactive Media & Services
3/26/2021
10,548,522
1,004,240
1,000,000
0.64 %
Aventine Property Group, Inc.
Chicago, IL
Common Shares ***
Cannabis REIT
9/11/2019
312,500
2,580,750
984,209
0.63 %
Skillsoft Corp.
Nashua, NH
Common Shares (3)
Online Education
6/8/2021
49,092
9,818,428
944,530
0.60 %
Stake Trade, Inc. (d/b/a Prophet Exchange) (7)
New York, NY
Simple Agreement for Future Equity (7)
Sports Betting
7/26/2023
$ 1,000,000
1,002,153
862,362
0.55 %
Residential Homes for Rent, LLC (d/b/a Second Avenue) (15)
Chicago, IL
Preferred Shares, Series A (15)
Real Estate Platform
12/23/2020
150,000
1,500,000
850,367
0.54 %
Forge Global, Inc.
San Francisco, CA
Common Shares (3)
Online Marketplace Finance
7/20/2011
1,020,875
1,978,921
573,732
0.37 %
EDGE Markets, Inc. (7)
San Diego, CA
Preferred Shares, Series Seed (7)
Gaming Technology
5/18/2022
456,704
501,330
500,000
0.32 %
PSQ Holdings, Inc. (d/b/a PublicSquare)
West Palm Beach, FL
Common warrants, Strike Price $11.50, Expiration Date 7/19/2028 (3)
E-Commerce Marketplace
4/1/2021
1,796,037
771,065
413,089
0.26 %
Rebric, Inc. (d/b/a Compliable) (7)
Denver, CO
Preferred Shares, Series Seed-4 (7)
Gaming Licensing
10/12/2021
2,406,492
1,002,755
—
— %
Kinetiq Holdings, LLC
Philadelphia, PA
Common Shares, Class A
Social Data Platform
3/30/2012
112,374
—
—
— %
See accompanying notes to condensed consolidated
financial statements.
6
TABLE OF CONTENTS
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
- continued
March 31, 2025
Portfolio Investments *
Headquarters/
Industry
Date of Initial Investment
Shares/
Principal/
Quantity (5)
Cost
Fair Value
% of Net
Assets
CTN Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.) (16)
Marina Del Rey, CA
Preferred Shares, Series A (16)
Carbon Credit Services
8/11/2015
540,270
1,001,815
—
— %
Preferred Shares, Series C-3 (16)
Carbon
Credit Services
8/12/2019
24,912
281,190
—
— %
Total
-
1,283,005
—
— %
Fullbridge, Inc.
Cambridge, MA
Common Shares
Business Education
5/13/2012
517,917
6,150,506
—
— %
Promissory Note 1.47%, Due 11/9/2021 (4)(17) (4)(17)
Business
Education
3/3/2016
$ 2,270,458
2,270,858
—
— %
Total
-
8,421,364
—
— %
Treehouse Real Estate Investment Trust, Inc.
Chicago, IL
Common Shares *** ***
Cannabis REIT
9/11/2019
312,500
4,919,250
—
— %
Total Non-controlled/Non-affiliate
$ 235,908,892
$ 194,570,607
124.09 %
NON-CONTROLLED/AFFILIATE (1)
StormWind, LLC (18)
Scottsdale, AZ
Preferred Shares, Series D 8% (1)(18)
Interactive Learning
11/26/2019
329,337
$ 257,267
$ 479,582
0.31 %
Preferred Shares, Series C 8% (1)(18)
Interactive
Learning
1/7/2014
2,779,134
4,000,787
5,170,384
3.30 %
Preferred Shares, Series B 8% (1)(18)
Interactive
Learning
12/16/2011
3,279,629
2,019,687
3,014,406
1.92 %
Preferred Shares, Series A 8% (1)(18)
Interactive
Learning
2/25/2014
366,666
110,000
131,743
0.08 %
Total (1)(18)
-
6,387,741
8,796,115
5.61 %
Maven Research, Inc.
San Francisco, CA
Preferred Shares, Series C (1)
Knowledge Networks
7/2/2012
318,979
2,000,447
—
— %
Preferred Shares, Series B (1)
2/28/2012
49,505
217,206
—
— %
Total (1)
-
2,217,653
—
— %
Curious.com, Inc.
Menlo Park, CA
Common Shares (1)
Online Education
11/22/2013
1,135,944
12,000,006
—
— %
Total Non-controlled/Affiliate (1)
$ 20,605,400
$ 8,796,115
5.61 %
CONTROLLED (2)
Colombier Sponsor II LLC **(6)
Palm Beach, FL
Class B Units **(6)(2)
Special Purpose Acquisition Company
11/20/2023
1,040,000
$ 1,103,719
$ 8,930,476
5.70 %
Class W Units **(6)(2)
Special
Purpose Acquisition Company
1,600,000
499,221
1,280,000
0.82 %
Total **(6)(2)
-
1,602,940
10,210,476
6.51 %
Total Controlled (2)
$ 1,602,940
$ 10,210,476
6.51 %
Total Portfolio Investments
$ 258,117,232
$ 213,577,198
136.21 %
* All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.
Equity investments may be subject to lock-up restrictions upon their initial public offering (“IPO”). Preferred dividends
are generally only payable when declared and paid by the portfolio company’s board of directors. SuRo Capital Corp.’s (the
“Company’s”, or “SuRo Capital’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 ”).
See accompanying notes to condensed consolidated
financial statements.
7
TABLE OF CONTENTS
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
- continued
March 31, 2025
** 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 March 31, 2025, 47.59 % of its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
*** Investment is income-producing.
(1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp. beneficially owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e. , securities
with the right to elect directors) of such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC
Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.
(2) “Control Investments” are investments in those companies that are “Controlled Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio
company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities
with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments
at Fair Value”.
(3) Denotes an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to “Note
4—Investments at Fair Value”.
(4) As of March 31, 2025, the investments noted had been placed on non-accrual status.
(5) Represents the respective number of shares, principal amount, fund commitment, or membership interest.
(6) Denotes an investment that is the sponsor of a special purpose acquisition company formed for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses.
(7) SuRo Capital Corp.’s investments in Commercial Streaming Solutions Inc. (d/b/a BettorView), Rebric,
Inc. (d/b/a Compliable), EDGE Markets, Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc. (d/b/a Prophet Exchange) are
held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).
(8) ARK Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely invested
in the Convertible Interest Rights of OpenAI Global, LLC. SuRo Capital Corp. is invested in the Convertible Interest Rights of OpenAI
Global, LLC through its investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC. ARK Type One Deep Ventures Fund LLC
charges a 1 % management fee per year, and an incentive fee of 10 %, not subject to a hurdle rate. The management fees will adjust the cost
of SuRo Capital Corp.’s investment in the fund.
(9) As of March 31, 2025, SuRo Capital Corp.’s shares of ServiceTitan, Inc. were not registered and
were therefore subject to certain restrictions on sale or transfer for which the Company has applied a discount to the closing public
share price as of quarter-end. The Company anticipates the shares will be registered and freely tradable in June 2025.
(10) CW Opportunity 2 LP is a special
purpose vehicle (“SPV”) for which the Class A Interest is solely invested in the Class A Common Shares of CoreWeave,
Inc. SuRo Capital Corp. is invested in the Class A Common Shares of CoreWeave, Inc. through its investment in the Class A Interest
of CW Opportunity 2 LP. As of March 31, 2025, SuRo Capital has confirmed the underlying Class A Common Shares held by CW Opportunity
2 LP were not registered and are therefore subject to certain restrictions on sale or transfer for which the Company has applied a
discount to the closing share price as of the reporting date. On March 28, 2025, CoreWeave, Inc. completed an IPO and the Series C
Preferred Shares converted to Class A common shares. Prior to the IPO, SuRo Capital Corp. was invested in the Series C Preferred
Shares of CoreWeave, Inc. through its investment in the Class A Interest of CW Opportunity 2 LP. Additionally, prior to the IPO, the
Series C Preferred Shares of CoreWeave, Inc. accrued a 10 %
per annum dividend, paid quarterly in cash or in-kind. CW Opportunity 2 LP does not charge a
management fee but does charge an incentive fee of 20 %,
subject to an annual 15 %
IRR hurdle rate. SuRo Capital Corp.’s investment in CW Opportunity 2 LP is subject to certain redemption, sale, or transfer restrictions.
(11) IH10, LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data, Ltd.
through an SPV. SuRo Capital Corp. is invested in the Series B Preferred Shares of VAST Data, Ltd. through its investment in the Membership
Interest of IH10, LLC. IH10, LLC does not charge a management or an incentive fee; however, SuRo Capital Corp. has prepaid operating expenses.
Accordingly, these adjust the total cost basis of SuRo Capital Corp.’s investment.
(12) On March 28, 2025, CoreWeave, Inc. completed an IPO and SuRo Capital Corp.’s Series A Preferred Shares and Common Shares converted
to Class A Common Shares. As of March 31, 2025, SuRo Capital Corp.’s Class A Common Shares were not registered and were therefore
subject to certain restrictions on sale or transfer for which the Company has applied a discount to the closing share price as of the
reporting date. The Company anticipates the shares will be registered and freely tradable in September 2025.
(13) SuRo Capital Corp.’s
investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SVDS
Holdings, Inc. True Global Ventures 4 Plus Pte Ltd charges a 1.8 %
management fee and a 22.5 %
incentive fee, subject to an annual 5 %
IRR hurdle rate. The management fees may adjust the cost of SuRo Capital Corp.’s investment in the fund.
(14) On March 21, 2025, Commercial Streaming Solutions, Inc.
(d/b/a BettorView) merged with FSG Digital, Inc. (d/b/a JefeBet). As a result of the merger, the SAFE Note which SuRo Capital Corp.
previously held in Commercial Streaming Solutions, Inc. (d/b/a BettorView) converted into Class A-1 Preferred shares.
(15) SuRo Capital Corp.’s investment in Residential Homes for Rent, LLC (d/b/a Second Avenue) is held
through SuRo Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.
(16) On
March 30, 2025, CTN Holdings, Inc. (d/b/a Catona Climate) filed for Chapter 11 protection
in the U.S. Bankruptcy Court for the District of Delaware.
(17) On November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company
became past due.
(18) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly
owned subsidiary, GSVC SW Holdings, Inc.
8
TABLE OF CONTENTS
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2024
Portfolio Investments *
Headquarters/
Industry
Date of Initial Investment
Shares/
Principal/
Quantity (5)
Cost
Fair Value
% of Net
Assets
NON-CONTROLLED/NON-AFFILIATE
CW Opportunity 2 LP **(8)
Evanston, IL
Membership Interest, Class A 10% *** **(8)
***
AI Infrastructure Fund
5/7/2024
$ 15,000,000
$ 15,176,443
$ 17,775,155
11.28 %
ARK Type One Deep Ventures Fund LLC **(9)
St. Petersburg, FL
Membership Interest, Class A **(9)
AI Application Fund
9/25/2024
$ 17,500,000
17,696,568
17,638,247
11.19 %
Learneo, Inc. (f/k/a Course Hero, Inc.)
Redwood City, CA
Preferred shares, Series A 8%
Online Education
9/18/2014
2,145,509
5,000,001
6,882,058
4.37 %
Preferred shares, Series C 8%
Online
Education
11/5/2021
275,659
9,999,971
9,999,971
6.35 %
Total
-
14,999,972
16,882,029
10.71 %
Blink Health, Inc.
New York, NY
Preferred shares, Series A
Pharmaceutical Technology
10/27/2020
238,095
5,000,423
4,998,467
3.17 %
Preferred shares, Series C
Pharmaceutical
Technology
10/27/2020
261,944
10,003,917
10,094,048
6.41 %
Total
-
15,004,340
15,092,515
9.58 %
Whoop, Inc.
Boston, MA
Preferred shares, Series C
Fitness Technology
6/30/2022
13,293,450
10,011,460
14,923,457
9.47 %
ServiceTitan, Inc. **(16)
Glendale, CA
Common shares (3) **(16)(3)
Contractor Management Software
6/30/2023
151,515
10,008,233
14,027,713
8.90 %
IH10, LLC **(15)
New York, NY
Membership Interest **(15)
AI Infrastructure Fund
10/9/2024
$ 12,000,010
12,273,784
12,215,010
7.75 %
Canva, Inc. **
Sydney, Australia
Common shares **
Productivity Software
4/17/2024
9,375
10,058,820
12,000,000
7.62 %
FourKites, Inc.
Chicago, IL
Common shares
Supply Chain Technology
7/7/2023
1,398,024
8,530,389
11,716,925
7.44 %
Locus Robotics Corp.
Wilmington, MA
Preferred shares, Series F 6%
Warehouse Automation
11/30/2022
232,568
10,004,286
11,316,312
7.18 %
CoreWeave, Inc.
Roseland, NJ
Common shares
AI Infrastructure
9/26/2024
5,556
5,002,973
5,221,824
3.31 %
Preferred shares, Series A
AI
Infrastructure
10/8/2024
5,556
5,000,610
5,221,824
3.31 %
Total
10,003,583
10,443,648
6.63 %
Supplying Demand, Inc. (d/b/a Liquid Death)
Los Angeles, CA
Preferred shares, Series F-1
Lifestyle Beverage Brand
1/18/2024
776,747
10,003,934
9,999,996
6.35 %
Shogun Enterprises, Inc. (d/b/a Hearth)
Austin, TX
Preferred shares, Series B-1
Home Improvement Finance
2/26/2021
436,844
3,501,657
2,342,458
1.49 %
Preferred shares, Series B-2
Home
Improvement Finance
2/26/2021
301,750
3,501,661
2,342,461
1.49 %
Preferred shares, Series B-3
Home
Improvement Finance
5/2/2022
56,936
530,822
355,264
0.23 %
Preferred shares, Series B-4
Home
Improvement Finance
7/12/2023
48,267
366,606
334,636
0.21 %
Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026
Home
Improvement Finance
7/12/2023
86,076
140,060
—
— %
Total
-
8,040,806
5,374,819
3.41 %
Orchard Technologies, Inc.
New York, NY
Preferred shares, Series D 8%
Real Estate Platform
8/9/2021
558,052
3,751,518
—
— %
Senior Preferred shares, Series 2 8%
Real
Estate Platform
8/9/2021
58,771
587,951
—
— %
Senior Preferred shares, Series 1 7%
Real
Estate Platform
1/13/2023
441,228
4,418,406
4,412,280
2.80 %
Common shares
Real
Estate Platform
8/9/2021
558,053
3,751,518
—
— %
Total
-
12,509,393
4,412,280
2.80 %
Neutron Holdings, Inc. (d/b/a/ Lime)
San Francisco, CA
Junior Preferred shares, Series 1-D
Micromobility
1/25/2019
41,237,113
10,007,322
3,485,014
2.21 %
Junior Preferred Convertible Note 4% Due 5/11/2027 ***
Micromobility
5/11/2020
$ 506,339
506,339
506,339
0.32 %
Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027
Micromobility
5/11/2020
2,032,967
—
—
— %
Total
-
10,513,661
3,991,353
2.53 %
See accompanying notes to condensed consolidated
financial statements.
9
TABLE OF CONTENTS
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS -
continued
December 31, 2024
Portfolio Investments *
Headquarters/
Industry
Date of Initial Investment
Shares/
Principal/
Quantity (5)
Cost
Fair Value
% of Net
Assets
True Global Ventures 4 Plus Pte Ltd **(10)
Singapore, Singapore
Limited Partner Fund Investment **(10)
Venture Investment Fund
8/27/2021
$ 2,000,000
585,016
3,489,005
2.21 %
PayJoy, Inc.
San Francisco, CA
Preferred shares, Series C
Mobile Access Technology
7/23/2021
244,117
2,501,570
2,500,002
1.59 %
Simple Agreement for Future Equity
Mobile
Access Technology
5/25/2023
$ 500,000
501,470
500,000
0.32 %
Total
-
3,003,040
3,000,002
1.90 %
Trax Ltd . **
Singapore, Singapore
Common shares **
Retail Technology
6/9/2021
55,591
2,781,148
83,306
0.05 %
Preferred shares, Investec Series **
Retail
Technology
6/9/2021
144,409
7,224,600
2,647,017
1.68 %
Total **
10,005,748
2,730,323
1.73 %
Xgroup Holdings Limited (d/b/a Xpoint) (7)(12)
Philadelphia, PA
Preferred shares, Series A-1 (7)(12)
Geolocation Technology
8/17/2022
454
136,114
161,862
0.10 %
Series A-1 Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (7)(12)
8/17/2022
3,286
985,180
1,171,540
0.74 %
Series A Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (7)(12)
8/17/2022
873
261,735
324,931
0.21 %
Total (7)(12)
1,383,029
1,658,333
1.05 %
PSQ Holdings, Inc. (d/b/a PublicSquare)
West Palm Beach, FL
Common Warrants, Strike Price $11.50, Expiration Date 7/19/2028 (3)
E-Commerce Marketplace
4/1/2021
1,796,037
771,065
1,436,830
0.91 %
Residential Homes for Rent, LLC (d/b/a Second Avenue) (11)
Chicago, IL
Preferred shares, Series A (11)
Real Estate Platform
12/23/2020
150,000
1,500,000
1,431,967
0.91 %
Varo Money, Inc. **
San Francisco, CA
Common shares **
Financial Services
8/11/2021
1,079,266
10,005,548
1,347,058
0.85 %
Skillsoft Corp.
Nashua, NH
Common shares (3)
Online Education
6/8/2021
49,092
9,818,428
1,176,244
0.75 %
Commercial Streaming Solutions Inc. (d/b/a BettorView) (7)
Las Vegas, NV
Simple Agreement for Future Equity (7)
Interactive Media & Services
3/26/2021
$ 1,000,000
1,004,240
1,000,000
0.63 %
Aventine Property Group, Inc.
Chicago, IL
Common shares *** ***
Cannabis REIT
9/11/2019
312,500
2,580,750
962,341
0.61 %
Forge Global, Inc.
San Francisco, CA
Common shares (3)
Online Marketplace Finance
7/20/2011
1,020,875
1,978,921
950,333
0.60 %
Stake Trade, Inc. (d/b/a Prophet Exchange) (7)
New York, NY
Simple Agreement for Future Equity (7)
Sports Betting
7/26/2023
$ 1,000,000
1,002,153
862,362
0.55 %
EDGE Markets, Inc. (7)
San Diego, CA
Preferred shares, Series Seed (7)
Gaming Technology
5/18/2022
456,704
501,330
500,000
0.32 %
Rebric, Inc. (d/b/a Compliable) (7)
Denver, CO
Preferred shares, Series Seed-4 (7)
Gaming Licensing
10/12/2021
2,406,492
1,002,755
157,658
0.10 %
Kinetiq Holdings, LLC
Philadelphia, PA
Common shares, Class A
Social Data Platform
3/30/2012
112,374
—
—
— %
CTN Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.)
Marina Del Rey, CA
Preferred shares, Series A
Carbon Credit Services
8/11/2015
540,270
1,001,815
—
— %
Preferred shares, Series C-3
Carbon
Credit Services
8/12/2019
24,912
281,190
—
— %
Total
-
1,283,005
—
— %
See accompanying notes to condensed consolidated
financial statements.
10
TABLE OF CONTENTS
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS -
continued
December 31, 2024
Portfolio Investments *
Headquarters/
Industry
Date of Initial Investment
Shares/
Principal/
Quantity (5)
Cost
Fair Value
% of Net
Assets
Fullbridge, Inc.
Cambridge, MA
Common shares
Business Education
5/13/2012
517,917
6,150,506
—
— %
Promissory Note 1.47%, Due 11/9/2021 (4)(13) (4)(13)
3/3/2016
$ 2,270,458
2,270,858
—
— %
Total
-
8,421,364
—
— %
Treehouse Real Estate Investment Trust, Inc.
Chicago, IL
Common shares *** ***
Cannabis REIT
9/11/2019
312,500
4,919,250
—
— %
Total Non-controlled/Non-affiliate
$ 234,601,314
$ 198,511,915
125.98 %
NON-CONTROLLED/AFFILIATE (1)
StormWind, LLC (14)
Scottsdale, AZ
Preferred shares, Series D 8% (1)(14)
Interactive Learning
11/26/2019
329,337
$ 257,267
$ 501,626
0.32 %
Preferred shares, Series C 8% (1)(14)
Interactive
Learning
1/7/2014
2,779,134
4,000,787
5,376,994
3.41 %
Preferred shares, Series B 8% (1)(14)
Interactive
Learning
12/16/2011
3,279,629
2,019,687
3,233,922
2.05 %
Preferred shares, Series A 8% (1)(14)
Interactive
Learning
2/25/2014
366,666
110,000
156,285
0.10 %
Total (1)(14)
-
6,387,741
9,268,827
5.88 %
Maven Research, Inc.
San Francisco, CA
Preferred shares, Series C (1)
Knowledge Networks
7/2/2012
318,979
2,000,447
—
— %
Preferred shares, Series B (1)
Knowledge
Networks
2/28/2012
49,505
217,206
—
— %
Total (1)
2,217,653
—
— %
Curious.com, Inc.
Menlo Park, CA
Common shares (1)
Online Education
11/22/2013
1,135,944
12,000,006
—
— %
Total Non-controlled/Affiliate (1)
$ 20,605,400
$ 9,268,827
5.88 %
CONTROLLED (2)
Colombier Sponsor II LLC **(6)
Palm Beach, FL
Class B Units **(6)(2)
Special Purpose Acquisition Company
11/20/2023
1,040,000
$ 1,103,719
$ 1,101,695
0.70 %
Class W Units **(6)(2)
Special
Purpose Acquisition Company
1,600,000
499,221
498,305
0.32 %
Total **(6)(2)
1,602,940
1,600,000
1.02 %
Total Controlled (2)
$ 1,602,940
$ 1,600,000
1.02 %
Total Portfolio Investments
$ 256,809,654
$ 209,380,742
132.88 %
* All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.
Equity investments may be subject to lock-up restrictions upon their initial public offering (“IPO”). Preferred dividends
are generally only payable when declared and paid by the portfolio company’s board of directors. SuRo Capital Corp.’s (the
“Company’s”) directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s
portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level
3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”).
All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as
determined in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant Accounting Policies— Investments
at Fair Value ”).
See accompanying notes to condensed consolidated
financial statements.
11
TABLE OF CONTENTS
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS -
continued
December 31, 2024
** Indicates assets that SuRo Capital Corp. believes do not represent “qualifying assets” under
Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Of the Company’s total investments
as of December 31, 2024, 39.56 % of its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
*** Investment is income-producing.
(1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp. beneficially owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e. , securities
with the right to elect directors) of such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC
Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.
(2) “Control Investments” are investments in those companies that are “Controlled Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio
company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities
with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments
at Fair Value”.
(3) Denotes an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to “Note
4—Investments at Fair Value”.
(4) As of December 31, 2024, the investments noted had been placed on non-accrual status.
(5) Represents the respective number of shares, principal amount, fund commitment, or membership interest.
(6) Denotes an investment that is the sponsor of a special purpose acquisition company formed for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses.
(7) SuRo Capital Corp.’s investments in Commercial Streaming Solutions Inc. (d/b/a BettorView), Rebric,
Inc. (d/b/a Compliable), EDGE Markets, Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc. (d/b/a Prophet Exchange) are
held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).
(8) CW Opportunity 2 LP is a special purpose vehicle (“SPV”) for which the Class A Interest is
solely invested in the Series C Preferred Shares of CoreWeave, Inc. SuRo Capital Corp. is invested in the Series C Preferred Shares of
CoreWeave, Inc. through its investment in the Class A Interest of CW Opportunity 2 LP. The Series C Preferred Shares of CoreWeave, Inc.
accrue a 10 % per annum dividend, paid quarterly in cash or in-kind. CW Opportunity 2 LP does not charge a management fee but does charge
an incentive fee of 20 %, subject to an annual 15 % IRR hurdle rate.
(9) ARK Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely invested
in the Convertible Interest Rights of OpenAI Global, LLC. SuRo Capital Corp. is invested in the Convertible Interest Rights of OpenAI
Global, LLC through its investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC. ARK Type One Deep Ventures Fund LLC
charges a 1 % management fee per year, and an incentive fee of 10 %, not subject to a hurdle rate. The management fees will adjust the cost
of SuRo Capital Corp.’s investment in the fund.
(10) SuRo Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital
Corp.’s wholly owned subsidiary, GSVC SVDS Holdings, Inc. True Global Ventures 4 Plus Pte Ltd charges a 1.8 % management fee and
a 22.5 % incentive fee, subject to an annual 5 % IRR hurdle rate.
(11) SuRo Capital Corp.’s investment in Residential Homes for Rent, LLC (d/b/a Second Avenue) is held
through SuRo Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.
(12) On May 14, 2024, as part of Xgroup Holding Limited (d/b/a Xpoint)’s most recent financing round,
SuRo Capital Corp.’s 6% Convertible Note due October 17, 2024 was converted into Series A-1 Shares, Series A Warrants, and Series
A-1 Warrants.
(13) On November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company
became past due.
(14) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly
owned subsidiary, GSVC SW Holdings, Inc.
(15) IH10, LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data, Ltd.
through an SPV. SuRo Capital Corp. is invested in the Series B Preferred Shares of VAST Data, Ltd. through its investment in the Membership
Interest of IH10, LLC. IH10, LLC does not charge a management or an incentive fee; however, SuRo Capital Corp. has prepaid operating expenses.
Accordingly, these will adjust the total cost basis of SuRo Capital Corp.’s investment.
(16) As of December 31, 2024, SuRo Capital Corp.’s shares of ServiceTitan, Inc. were not registered and
were therefore subject to certain restrictions on sale or transfer for which the Company has applied a discount to the closing public
share price as of year-end. The Company anticipates the shares will be registered and freely tradable in June 2025.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
NOTE 1— NATURE OF OPERATIONS
SuRo Capital Corp. (“we”,
“us”, “our”, the “Company” or “SuRo Capital”), formerly known as Sutter Rock Capital Corp.
and as GSV Capital Corp. and formed in September 2010 as a Maryland corporation, is an internally managed, non-diversified closed-end
management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the
Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify annually,
as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company’s date of
inception was January 6, 2011, which is the date it commenced development stage activities. The Company’s common stock is currently
listed on the Nasdaq Global Select Market under the symbol “SSSS” (formerly “GSVC”). Prior to November 24, 2021,
the Company’s common stock traded on the Nasdaq Capital Market under the same symbol (“SSSS”). The Company began its
investment operations during the second quarter of 2011.
The table below displays the
Company’s subsidiaries as of March 31, 2025, which, other than GSV Capital Lending, LLC (“GCL”) and SuRo Capital Sports,
LLC, are collectively referred to as the “Taxable Subsidiaries.” The Taxable Subsidiaries were formed to hold certain portfolio
investments. The Taxable Subsidiaries, including their associated portfolio investments, are consolidated with the Company for accounting
purposes, but have elected to be treated as separate corporations for U.S. federal income tax purposes. GCL was formed to originate portfolio
loan investments within the state of California and is consolidated with the Company for accounting purposes. Refer to “Note 2—Significant
Accounting Policies— Basis of Consolidation ” below for further detail.
SCHEDULE
OF COMPANY’S SUBSIDIARIES
Subsidiary
Jurisdiction of
Incorporation
Formation
Date
Percentage
Owned
GCL
Delaware
April 13, 2012
100 %
SuRo Capital Sports, LLC (“SuRo Sports”)
Delaware
March 19, 2021
100 %
Subsidiaries below are referred to collectively as the “Taxable Subsidiaries”
GSVC AE Holdings, Inc. (“GAE”)
Delaware
November 28, 2012
100 %
GSVC AV Holdings, Inc. (“GAV”)
Delaware
November 28, 2012
100 %
GSVC SW Holdings, Inc. (“GSW”)
Delaware
November 28, 2012
100 %
GSVC SVDS Holdings, Inc. (“SVDS”)
Delaware
August 13, 2013
100 %
The Company’s investment
objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity and equity-related investments,
and to a lesser extent, income from debt investments. The Company invests principally in the equity securities of what it believes to
be rapidly growing venture capital-backed emerging companies. The Company may invest in these portfolio companies through direct offerings
of the prospective portfolio companies, transactions on secondary marketplaces for private companies, negotiations with selling stockholders,
investment funds, or through SPVs and other investment funds for the purpose of investing in
securities of a single private issuer. In addition, the Company may invest in private credit and in founders equity, founders warrants,
and private investment in public equity transactions of special purpose acquisition companies (“SPACs”). The Company may also
invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that otherwise meet its investment
criteria, subject to any applicable limitations under the 1940 Act.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
NOTE
2— SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated financial
statements of the Company are prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles
(“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). The Company is an investment company following the specialized accounting and reporting
guidance specified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)
Topic 946, Financial Services—Investment Companies . In the opinion of management, all adjustments, all of which were of a
normal recurring nature, were considered necessary for the fair presentation of condensed consolidated financial statements for the period
have been included.
Basis of Consolidation
Under Article 6 of Regulation
S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting Guide for Investment
Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled operating company
that provides substantially all of its services and benefits to the Company, and certain entities established for tax purposes where the
Company holds a 100% interest. Accordingly, the Company’s Condensed Consolidated Financial Statements include its accounts and the
accounts of the Taxable Subsidiaries, GCL, and SuRo Sports, its wholly owned subsidiaries. All intercompany balances and transactions
have been eliminated in consolidation. The Company operates as a single operating segment.
Segments
SuRo Capital has determined
that it has a single operating segment in accordance with Topic 280, Segment Reporting (“ASC 280”). The Company operates as
a single segment with a principal investment objective to maximize our portfolio’s total return, principally by seeking capital
gains on our equity and equity-related investments, and to a lesser extent, income from debt investments. The Company’s Chief Executive
Officer, Chief Financial Officer, and Investment Committee collectively perform the function that allocates resources and assesses performance,
and thus together, serve as the Company’s chief operating decision maker (the “CODM”). Among other metrics, the CODM
uses Net Change in Net Assets Resulting from Operations as a primary GAAP profit or loss metric used in making operating decisions, which
can be found on the Consolidated Statement of Operations along with significant expenses. The measure of segment assets is reported on
the Consolidated Balance Sheets as total assets.
Use of Estimates
The preparation of Condensed
Consolidated Financial Statements in accordance with GAAP requires the Company’s management to make a number of significant estimates.
These include estimates of the fair value of certain assets and liabilities and other estimates that affect the reported amounts of certain
assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the reported amounts of certain revenues
and expenses during the reporting period. It is likely that changes in these estimates may occur in the near term. The Company’s
estimates are inherently subjective in nature and actual results could differ materially from such estimates.
Uncertainties and Risk Factors
The Company is subject to a
number of risks and uncertainties in the nature of its operations, as well as vulnerability due to certain concentrations. Refer to “Risk
Factors” in Part II, Item 1A of this Form 10-Q for a detailed discussion of the risks and uncertainties inherent in the nature of
the Company’s operations. Refer to “Note 4—Investments at Fair Value” for an overview of the Company’s industry
and geographic concentrations.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
Investments at Fair Value
The Company applies fair value
accounting in accordance with GAAP and the AICPA’s Audit and Accounting Guide for Investment Companies. The Company values its assets
on a quarterly basis, or more frequently if required under the 1940 Act.
Fair value is defined as the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used
in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The
level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is
significant to the fair value measurement. The levels of the fair value hierarchy are as follows:
Level 1 —Valuations
based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access at
the measurement date.
Level 2 —Valuations
based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets
that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for
substantially the full term of the assets or liabilities.
Level 3 —Valuations
based on unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset
or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in
the inputs to the model. The majority of the Company’s investments are Level 3 investments and are subject to a high degree of judgment
and uncertainty in determining fair value.
When the inputs used to measure
fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on
the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement
may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, gains and losses for such assets and liabilities
categorized within the Level 3 table set forth in “Note 4—Investments at Fair Value” may include changes in fair value
that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
A review of fair value hierarchy
classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for
certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in/out
of the Level 3 category as of the beginning of the measurement period in which the reclassifications occur. Refer to “Levelling
Policy” below for a detailed discussion of the levelling of the Company’s financial assets or liabilities and events that
may cause a reclassification within the fair value hierarchy.
Securities for which market
quotations are readily available on an exchange are valued at the most recently available closing price of such security as of the valuation
date. If there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35, as modified by ASU
2022-03 (as defined below), should be incorporated into the security’s fair value measurement as a characteristic of the security
that would transfer to market participants who would buy the security, the Company will consider those restrictions in the fair value
determination of that security. Contractual sale restrictions on the sale or use of a security which are an entity-specific characteristic,
rather than a security-specific characteristic (as discussed in ASU 2022-03), are not considered in the fair value determinations for
such securities. The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or dealers
in order to value assets. When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to determine
the fair value of the security. If determined to be adequate, the Company uses the quote obtained.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
Securities for which reliable
market quotations are not readily available or for which the pricing source does not provide a valuation or methodology, or provides a
valuation or methodology that, in the judgment of management, the Company’s Board of Directors or the valuation committee of the
Company’s Board of Directors (the “Valuation Committee”), does not reliably represent fair value, shall each be valued
as follows:
1. The quarterly valuation process begins with each portfolio company or investment being initially valued
by the internal investment professionals responsible for the portfolio investment;
2. Preliminary valuation estimates are then documented and discussed with senior management;
3. For all investments for which there are no readily available market quotations, the Valuation Committee
engages an independent third-party valuation firm to conduct independent appraisals, review management’s preliminary valuations
and make its own independent assessment;
4. The Valuation Committee applies the appropriate valuation methodology to each portfolio asset in a consistent
manner, considers the inputs provided by management and the independent third-party valuation firm, discusses the valuations and recommends
to the Company’s Board of Directors a fair value for each investment in the portfolio; and
5. The Company’s Board of Directors then discusses the valuations recommended by the Valuation Committee
and determines in good faith the fair value of each investment in the portfolio.
In making a good faith determination
of the fair value of investments, the Board of Directors applies valuation methodologies consistent with industry practice. Valuation
methods utilized include, but are not limited to, the following: comparisons to prices from secondary market transactions; venture capital
financings; public offerings; purchase or sales transactions; analysis of financial ratios and valuation metrics of portfolio companies
that issued such private equity securities to peer companies that are public; analysis of the portfolio company’s most recent financial
statements, forecasts and the markets in which the portfolio company does business, and other relevant factors. The Company assigns a
weighting based upon the relevance of each method to assist the Board of Directors in determining the fair value of each investment.
For investments that are not
publicly traded or that do not have readily available market quotations, the Valuation Committee generally engages an independent valuation
firm to provide an independent valuation, which the Company’s Board of Directors considers, among other factors, in making its fair
value determinations for these investments. For the current and prior fiscal year, the Valuation Committee engaged an independent valuation
firm to perform valuations of 100% of the Company’s investments for which there were no readily available market quotations.
Due to the inherent uncertainty
of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s
investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly
from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference
could be material. In addition, changes in the market environment and other events that may occur over the life of the investments may
cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently
reflected in the condensed consolidated financial statements.
Equity Investments
Equity investments for which
market quotations are readily available in an active market are generally valued at the most recently available closing market prices
and are classified as Level 1 assets. Equity investments with readily available market quotations that are subject to sales restrictions
due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1. Any other equity investments
with readily available market quotations that are subject to sales restrictions that would transfer to market participants who would buy
the security may be valued at a discount for a lack of marketability (“DLOM”) to the most recently available closing market
prices. These investments are generally classified as Level 2 assets. The DLOM used is generally based upon the market value of publicly
traded put options with similar terms. For equity securities with readily available market quotations that are subject to entity-specific
contractual sale restrictions, rather than security-specific contractual sale restrictions, if such entity-specific contractual sale restrictions
first applied or were modified on or after December 15, 2023, the restrictions are not considered in the determination of fair value for
that security.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
The fair values of the Company’s
equity investments for which market quotations are not readily available are determined based on various factors and are classified as
Level 3 assets. To determine the fair value of a portfolio company for which market quotations are not readily available, the Board of
Directors applies the appropriate respective valuation methodology for the asset class or portfolio holding, which may involve analyzing
the relevant portfolio company’s most recently available historical and projected financial results, public market comparables,
and other factors. The Board of Directors may also consider other events, including the transaction in which the Company acquired its
securities, subsequent equity sales by the portfolio company, and mergers or acquisitions affecting the portfolio company. In addition,
the Board of Directors may consider the trends of the portfolio company’s basic financial metrics from the time of its original
investment until the measurement date, with material improvement of these metrics indicating a possible increase in fair value, while
material deterioration of these metrics may indicate a possible reduction in fair value.
In determining the fair value
of equity or equity-linked securities (including simple agreement for future equity (“SAFE”) notes and warrants to purchase
common or preferred stock) in a portfolio company, the Board of Directors considers the rights, preferences and limitations of such securities.
When equity-linked securities expire worthless, any cost associated with these positions is recognized as a realized loss on investments
in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows. In the event these securities
are exercised into common or preferred stock, the cost associated with these securities is reassigned to the cost basis of the new common
or preferred stock. These conversions are noted as non-cash operating items on the Condensed Consolidated Statements of Cash Flows.
Debt Investments
Given the nature of the Company’s
current debt investments (excluding U.S. Treasuries), which are principally convertible and promissory notes issued by venture capital-backed
portfolio companies, these investments are classified as Level 3 assets because there is no known or accessible market or market indices
for these investment securities to be traded or exchanged. The Company’s debt investments are valued at estimated fair value as
determined in good faith by the Company’s Board of Directors.
Options
The Company’s Board of
Directors determines the fair value of options based on methodologies that can include discounted cash flow analyses, option pricing models,
comparable analyses and other techniques as deemed appropriate. If the options are publicly traded, in accordance with our leveling policy,
the Company prices the options at the closing price on a public exchange as of the measurement date. All other options investments are
generally classified as Level 3 assets because there is no known or accessible market or market indices for these investment securities
to be traded or exchanged. The Company’s options are valued at estimated fair value as determined in good faith by the Company’s
Board of Directors.
SPVs and Investment Funds
At various times, the Company
may utilize SPVs and similar investment fund structures in the investment process. The Company advances money to these SPVs or investment
funds that are formed for the specific purpose of investing in securities of a single private issuer. Generally speaking, these entities
have the following characteristics: (1) the underlying investment in the securities of the single private issuer is the sole activity
of the SPV or investment fund; (2) the Company’s underlying ownership of the single private issuer is proportionate to the Company’s
contributions made to the SPV or investment fund; and (3) the Company will receive its proportionate share of the cash proceeds as the
single private issuer is monetized and distributed. The Consolidated Schedule of Investments presents the value of the Company’s
investment in the SPV or investment fund. These SPV and fund investments are valued at estimated fair value as determined in good faith
by the Company’s Board of Directors. The SPVs may incur a tax liability associated with distributions made by underlying portfolio
investments. If an SPV or investment fund charges fees or expenses, those fees may impact the fair value of the Company’s investment.
In valuing the Company’s
investments in venture investment funds (“Venture Investment Funds”), the Company may apply the practical expedient provided
by the ASC Topic 820 relating to investments in certain entities that calculate net asset value (“NAV”) per share (or its
equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes
similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable,
to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
Special Purpose Acquisition Companies
The Company’s Board of
Directors measures its SPAC sponsor investments at fair value, which is equivalent to cost until a SPAC transaction is announced. After
a SPAC transaction is announced, the Company’s Board of Directors will determine the fair value of SPAC investments based on fair
value analyses that can include option pricing models, probability-weighted expected return method analyses and other techniques as deemed
appropriate. Upon completion of the SPAC transaction, the Board of Directors utilizes the public share price of the entity, less a DLOM
if there are security-specific contractual sale restrictions. The Company’s SPAC investments are valued at estimated fair value
as determined in good faith by the Company’s Board of Directors.
Portfolio Company Investment Classification
The Company is a non-diversified
company within the meaning of the 1940 Act. The Company classifies its investments by level of control. As defined in the 1940 Act, control
investments are those where the investor retains the power to exercise a controlling influence over the management or policies of a company.
Control is generally deemed to exist when a company or individual directly or indirectly owns beneficially more than 25% of the voting
securities of a company. Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to
exist when a company or individual directly or indirectly owns, controls or holds the power to vote 5% or more of the outstanding voting
securities of a portfolio company. Refer to the Condensed Consolidated Schedules of Investments as of March 31, 2025 and December 31,
2024 for details regarding the nature and composition of the Company’s investment portfolio.
Levelling Policy
The portfolio companies in which
the Company invests may offer their shares in IPOs. The Company’s shares in such portfolio companies are typically subject to lock-up
agreements for 180 days following the IPO. Upon the IPO date, the Company transfers its investment from Level 3 to Level 1 due to the
presence of an active market, or Level 2 if limited by the lock-up agreement. The Company prices the investment at the closing price on
a public exchange as of the measurement date. In situations where there are legal or contractual restrictions on the sale or use of such
security that under ASC 820-10-35 (as modified by ASU 2022-03) should be incorporated into the security’s fair value measurement
as a characteristic of the security that would transfer to market participants who would buy the security, the Company will classify the
investment as Level 2 subject to an appropriate DLOM to reflect the restrictions upon sale. The Company transfers investments between
levels based on the fair value at the beginning of the measurement period in accordance with FASB ASC 820. For investments transferred
out of Level 3 due to an IPO, the Company transfers these investments based on their fair value at the IPO date.
Securities Transactions
Securities transactions are
accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company ( i.e. , the
trade date). Securities transactions outside conventional channels, such as private transactions, are recorded as of the date the Company
obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligation to pay for securities
purchased or to deliver securities sold, respectively.
Valuation of Other Financial Instruments
The carrying amounts of the
Company’s other, non-investment financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses,
approximate fair value due to their short-term nature.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
Cash
The Company custodies its cash
with Western Alliance Trust Company, N.A., and may place cash in demand deposit accounts with other high-quality financial institutions.
The cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Company believes the risk of loss
associated with any uninsured balance is remote.
Escrow Proceeds Receivable
A portion of the proceeds from
the sale of portfolio investments are held in escrow as a recourse for indemnity claims that may arise under the sale agreement or other
related transaction contingencies. Amounts held in escrow are held at estimated realizable value and included in net realized gains/(losses)
on investments in the Condensed 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 Condensed Consolidated
Statement of Assets and Liabilities as escrow proceeds receivable. Escrow proceeds receivable resulting from contingent consideration
are to be recognized when the amount of the contingent consideration becomes realized or realizable. As of March 31, 2025 and December
31, 2024, the Company had $ 27,347 and $ 45,298 , respectively, in escrow proceeds receivable.
Deferred Financing Costs
The Company records fees and
expenses incurred in connection with financing or capital raising activities relating to the Company’s shelf registration statement
on Form N-2 as deferred financing costs. The Company also incurred additional offering costs in connection with its 6.00 % Notes due 2026.
The Company defers these offering costs until capital is raised pursuant to the shelf registration statement or as the shelf registration
statement expires. For equity capital raised, the offering costs reduce paid-in capital resulting from the offering. These costs are deferred
and amortized using the straight-line method over the respective life of the financing instrument. For modifications to a financing instrument,
any unamortized origination costs are expensed.
The Company records fees and
expenses incurred in connection with debt capital raises as deferred debt issuance costs. Such costs are reflected in the carrying value
of the related debt instrument, and not the Company’s deferred financing costs. For debt capital raised, the associated offering
costs are deferred and amortized as part of interest expense using the straight-line method over the life of the debt instrument. As of
March 31, 2025 and December 31, 2024, the Company had deferred financing costs of $ 538,413 and $ 526,261 , respectively, on the Condensed
Consolidated Statement of Assets and Liabilities.
SCHEDULE
OF DEFERRED FINANCING COSTS
March 31, 2025
December 31, 2024
Deferred debt issuance costs
$ 1,413,886
$ 1,417,155
Deferred financing costs
538,413
526,261
Total
$ 1,952,299
$ 1,943,416
Refer to “Note 10 — Debt Capital Activities”
for further detail regarding the Company’s deferred debt issuance costs.
Operating Leases & Related Deposits
The Company accounts for its
operating leases as prescribed by ASC 842, Leases , which requires lessees to recognize a right-of-use asset on the balance sheet,
representing its right to use the underlying asset for the lease term, and a corresponding lease liability for all leases with terms greater
than 12 months. The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the
lease. Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease cost. On September 1, 2024,
the Company extended the previous operating lease for office space for an additional term of three years and three months, expiring March
31, 2028. The Company has recorded a right-of-use asset and a corresponding lease liability for the operating lease obligation. These
amounts have been discounted using the rate implicit in the lease. Refer to “Note 7—Commitments and Contingencies— Operating
Leases and Related Deposits ” for further detail.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
Stock-based Compensation
Using the fair value recognition
provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured at the grant date based on the
fair value of the award and is recognized as expense over the appropriate service period. Determining the fair value of stock-based awards
requires considerable judgment, including estimating the expected term of stock options and the expected volatility of the Company’s
stock price. Differences between actual results and these estimates could have a material effect on the Company’s financial results.
Forfeitures are accounted for as they occur. Refer to “Note 11—Stock-Based Compensation” for further detail.
Revenue Recognition
The Company recognizes gains
or losses on the sale of investments using the specific identification method. The Company recognizes interest income, adjusted for amortization
of premium and accretion of discount, on an accrual basis. The Company recognizes dividend income on the ex-dividend date.
Investment Transaction Costs and Escrow Deposits
Commissions and other costs associated
with an investment transaction, including legal expenses not reimbursed by the portfolio company, are included in the cost basis of purchases
and deducted from the proceeds of sales. The Company makes certain acquisitions on secondary markets, which may involve making deposits
to escrow accounts until certain conditions are met, including the underlying private company’s right of first refusal. If the underlying
private company does not exercise or assign its right of first refusal and all other conditions are met, then the funds in the escrow
account are delivered to the seller and the account is closed. Such transactions would be reflected on the Condensed Consolidated Statement
of Assets and Liabilities as escrow deposits. As of March 31, 2025 and December 31, 2024, the Company had no escrow deposits.
Unrealized Appreciation or Depreciation of Investments
Unrealized appreciation or depreciation
is calculated as the difference between the fair value of the investment and the cost basis of such investment.
U.S. Federal and State Income Taxes
The Company elected to be treated
and intends to qualify annually as a RIC under Subchapter M of the Code. To qualify for tax treatment as a RIC, among other things, the
Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders
at least the sum of 90% of its investment company taxable income (“ICTI”), including payment-in-kind interest income, as defined
by the Code, and 90% of its net tax-exempt interest income (which is the excess of its gross tax-exempt interest income over certain disallowed
deductions) for each taxable year (the “Annual Distribution Requirement”). Depending on the level of ICTI earned in a tax
year, the Company may choose to carry forward into the next tax year ICTI in excess of current year dividend distributions. Any such carryforward
ICTI must be distributed on or before December 31 of the subsequent tax year to which it was carried forward.
If the Company meets the Annual
Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year a sum of (1) 98% of its net
ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar
year and (3) any income recognized, but not distributed, in preceding years (the “Excise Tax Avoidance Requirement”), it generally
will be required to pay an excise tax equal to 4% of the amount by which the Excise Tax Avoidance Requirement exceeds the distributions
for the year. To the extent that the Company determines that its estimated current year annual taxable income will exceed estimated current
year dividend distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated excess taxable income
as taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing
the estimated annual excise tax by the estimated annual taxable income.
20
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SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2025
So long as the Company qualifies
and maintains its tax treatment as a RIC, it generally will not be subject to U.S. federal and state income taxes on any ordinary income
or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned
by the RIC will represent obligations of the Company’s investors and will not be reflected in the condensed consolidated financial
statements of the Company. Included in the Company’s condensed consolidated financial statements, the Taxable Subsidiaries are subject
to U.S. federal income tax imposed at corporate rates on their income, regardless of whether the Company is a RIC. These Taxable Subsidiaries
are not consolidated for U.S. federal income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio
companies. Such income tax expenses and deferred taxes, if any, will be reflected in the Company’s Condensed Consolidated Financial
Statements.
If it is not treated as a RIC,
the Company will be taxed as a regular corporation (a “C Corporation”) under Subchapter C of the Code for such taxable year.
If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment as a RIC, and certain amelioration
provisions are not applicable, the Company would be subject to tax on all of its taxable income (including its net capital gains) at regular
corporate rates. The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions.
Distributions, including distributions of net long-term capital gain, would generally be taxable to its stockholders as ordinary dividend
income to the extent of the Company’s current and accumulated earnings and profits. Subject to certain limitations under the Code,
corporate stockholders would be eligible to claim a dividend received deduction with respect to such dividend; non-corporate stockholders
would generally be able to treat such dividends as “qualified dividend income,” which is subject to reduced rates of U.S.
federal income tax. Distributions in excess of the Company’s current and accumulated earnings and profits would be treated first
as a return of capital to the extent of the stockholder’s adjusted tax basis, and any remaining distributions would be treated as
a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to
distribute all of its previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first
year that it intends to requalify for tax treatment as a RIC. If the Company fails to requalify for tax treatment as a RIC for a period
greater than two taxable years, it may be subject to regular corporate tax on any net built-in gains with respect to certain of its assets
(i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect
to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next five
years. Refer to “Note 9—Income Taxes” for further details.
Per Share Information
Net change in net assets resulting
from operations per basic common share is computed using the weighted-average number of shares outstanding for the period presented. Diluted
net change in net assets resulting from operations per common share is computed by dividing net increase/(decrease)
in net assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially dilutive
securities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period.
When applicable, the Company uses the if-converted method in accordance with FASB ASC 260 , Earnings Per Share (“ASC 260”),
to determine the number of potentially dilutive shares outstanding. Refer to “Note 6—Net Increase in Net Assets Resulting
from Operations per Common Share—Basic and Diluted” for further detail.
Recently
Issued or Adopted Accounting Standards
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the
SEC’s Disclosure Update and Simplification Initiative.” ASU 2023-06 amends the disclosure or presentation requirements related to various
subtopics in the FASB Accounting Standards Codification including requiring investment companies to disclose the components of capital
on the balance sheet. The amendments in ASU 2023-06 will become effective on the date which the SEC’s removal of related disclosures from
Regulation S-X or Regulation S-K become effective. The Company is currently evaluating the impact of the new guidance. However, it does
not expect ASU 2023-06 to have a material impact on the Company’s future financial statements.
In December 2023, the FASB issued
ASU 2023-09, “Improvements to Income Tax Disclosures.” ASU 2023-09 requires more disaggregated information
on income taxes paid. The standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted; however,
the Company has not elected to adopt this provision as of the date of the condensed consolidated financial statements. The Company is
still assessing the impact of the new guidance. However, it does not expect ASU 2023-09 to have a material impact on the Company’s
future financial statements.
In March 2024, the FASB
issued ASU 2024-01, “Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar
Awards.” ASU 2024-01 clarifies how an entity determines whether a profits interest or similar award is within the scope of
Topic 718 or not a share-based payment arrangement and therefore within the scope of other guidance. ASU 2024-01 is currently
effective for public entities. The Company adopted this provision as of the date of
the condensed consolidated financial statements. However, ASU 2024-01 does not have a material impact on the Company’s financial statements.
21
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SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
In November 2024, the FASB issued
ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures”, which requires
disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization
and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026,
and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application is permitted.
The Company is still assessing the impact of the new guidance. However, it does not expect ASU 2024-03 to have a material impact on the
Company’s future financial statements.
In November 2024, the FASB issued
ASU 2024-04, “Debt — Debt with Conversion and Other Options”, which amends ASC 470-20 to clarify the requirements related
to accounting for the settlement of a debt instrument as an induced conversion. The amendments are effective for fiscal years and interim
periods within fiscal years beginning after December 15, 2025. The Company is still assessing the impact of the new guidance.
From time to time, new accounting
pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective
date. The Company believes that the impact of recently issued standards and any that are not yet effective will not have a material impact
on its condensed consolidated financial statements upon adoption.
NOTE 3— RELATED-PARTY ARRANGEMENTS
The Company’s executive
officers and directors serve or may serve as officers, directors, or managers of entities that operate in a line of business similar to
the Company’s, including new entities that may be formed in the future. Accordingly, they may have obligations to investors in those
entities, the fulfillment of which might not be in the best interests of the Company or the Company’s stockholders.
The 1940 Act prohibits the Company
from participating in certain negotiated co-investments with certain affiliates unless it receives an order from the SEC permitting it
to do so. As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactions with certain of its affiliates
without the prior approval of the Board of Directors, including its independent directors, and, in some cases, the SEC. The affiliates
with which the Company may be prohibited from transacting include its officers, directors, and employees and any person controlling or
under common control with the Company, subject to certain exceptions.
In the ordinary course of business,
the Company may enter into transactions with portfolio companies that may be considered related-party transactions. To ensure that the
Company does not engage in any prohibited transactions with any persons affiliated with the Company, the Company has implemented certain
written policies and procedures whereby the Company’s executive officers screen each of the Company’s transactions for any
possible affiliations between the proposed portfolio investment, the Company, companies controlled by the Company, and the Company’s
executive officers and directors.
The Company’s investment
in Churchill Sponsor VII LLC, the sponsor of Churchill Capital Corp. VII, a SPAC, constituted a “remote-affiliate” transaction
for purposes of the 1940 Act in light of the fact that Mark D. Klein, the Company’s Chairman, Chief Executive Officer and President,
has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling member of the board of
directors of Churchill Capital Corp. VII. In addition, Mr. Klein’s brother, Michael Klein, is a control person of such Churchill
entities. On August 18, 2024, Churchill Capital Corp. VII announced that it would not consummate an initial business combination within
the time period required by its Amended and Restated Certificate of Incorporation, as amended, and the Company realized a loss on the
entirety of its Churchill Sponsor VII LLC common share units and warrant units in the amount of $ 300,000 .
22
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SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
The Company’s investment
in Skillsoft Corp. (f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a “remote-affiliate” transaction
for purposes of the 1940 Act in light of the fact that Mr. Klein has a non-controlling interest in the entity that controlled Churchill
Sponsor II LLC, the sponsor of Churchill Capital Corp. II, a SPAC, and was a non-controlling member of the board of directors of Churchill
Capital Corp. II, through which the Company executed a private investment in public equity transaction in order to acquire common shares
of Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II. In addition, Mr. Klein’s brother, Michael Klein, was
a control person of such Churchill entities. As of March 31, 2025, the fair value of the Company’s remote-affiliate investment in
Skillsoft was $ 944,530 .
The Company’s investment
in AltC Sponsor LLC, the sponsor of AltC Acquisition Corp., a SPAC, constituted a “remote-affiliate” transaction for purposes
of the 1940 Act in light of the fact that Mr. Klein has a non-controlling interest in one of the entities that controlled AltC Sponsor
LLC, and Allison Green, the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary, was a non-controlling
member of the board of directors of AltC Acquisition Corp. until its dissolution upon completion of AltC Acquisition Corp.’s business
combination into Oklo, Inc. As of November 15, 2024, the Company had sold its investment in Oklo, Inc.
NOTE 4— INVESTMENTS AT FAIR VALUE
Investment Portfolio Composition
The Company’s investments
in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and options or agreements to purchase
or acquire common and preferred stock), and to a lesser extent, debt securities, issued by private and publicly traded companies. The
Company may also, from time to time, invest in U.S. Treasury bills. Non-portfolio investments represent investments in U.S. Treasury bills.
As of March 31, 2025, the Company had 61 positions in 37 portfolio companies. As of December 31, 2024, the Company had 60 positions in
37 portfolio companies.
23
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2025
The following tables summarize
the composition of the Company’s investment portfolio by security type at cost and fair value as of March 31, 2025 and December
31, 2024:
SCHEDULE OF COMPOSITION OF INVESTMENT PORTFOLIO
March 31, 2025
December 31, 2024
Cost
Fair Value
Percentage of
Net Assets
Cost
Fair Value
Percentage of
Net Assets
Private Portfolio Companies
Preferred Stock (1)
$ 140,643,661
$ 140,040,964
89.3 %
$ 159,592,108
$ 151,003,991
95.8 %
Common Stock (2)
77,643,113
45,370,853
28.9 %
67,469,643
35,922,154
22.8 %
Debt Investments
2,777,197
506,339
0.3 %
2,777,197
506,339
0.3 %
Options (3)
4,473,031
5,321,281
3.4 %
4,394,059
4,357,138
2.8 %
Total Private Portfolio Companies
225,537,002
191,239,437
121.9 %
234,233,007
191,789,622
121.7 %
Publicly Traded Portfolio Companies
Common Stock
31,809,165
21,924,672
14.0 %
21,805,582
16,154,290
10.3 %
Options
771,065
413,089
0.3 %
771,065
1,436,830
0.9 %
Total Publicly Traded Portfolio Companies
32,580,230
22,337,761
14.3 %
22,576,647
17,591,120
11.2 %
Total Investments
$ 258,117,232
$ 213,577,198
136.2 %
$ 256,809,654
$ 209,380,742
132.9 %
(1)
As
of March 31, 2025, Preferred Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, and the Company’s investment in
the Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV. As of December 31, 2024, Preferred Stock also includes the Company’s investment in the Class A Interest
of ARK Type One Deep Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the Company’s investment
in the Class A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares of CoreWeave, Inc., and the Company’s
investment in the Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(2)
As
of March 31, 2025, Common Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures 4 Plus Pte
Ltd. and the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in Class A common stock. As of December 31, 2024, Common Stock also includes the Company’s Limited Partner Fund Investment
in True Global Ventures 4 Plus Pte Ltd.
(3)
As
of March 31, 2025, Options also includes the Company’s investments in the SAFEs of Orchard
Technologies, Inc., PayJoy, Inc., Stake Trade, Inc. (d/b/a Prophet Exchange), and Whoop, Inc. As of December 31, 2024, Options also includes the Company’s investments
in the SAFEs of Commercial Streaming Solutions Inc. (d/b/a BettorView), PayJoy, Inc., and Stake Trade, Inc. (d/b/a Prophet Exchange).
The geographic and industrial
compositions of the Company’s portfolio at fair value as of March 31, 2025 and December 31, 2024 were as follows:
As of March 31, 2025
As of December 31, 2024
Fair Value
Percentage of
Portfolio
Percentage of
Net Assets
Fair Value
Percentage of
Portfolio
Percentage of
Net Assets
Geographic Region
Northeast
$ 72,166,042
33.8 %
46.0 %
$ 72,100,161
34.4 %
45.8 %
West
58,727,480
27.5 %
37.5 %
61,124,969
29.2 %
38.8 %
Southeast
38,426,779
18.0 %
24.5 %
20,675,077
9.9 %
13.1 %
Midwest
27,361,086
12.8 %
17.4 %
37,261,207
17.8 %
23.6 %
International
16,895,811
7.9 %
10.8 %
18,219,328
8.7 %
11.6 %
Total
$ 213,577,198
100.0 %
136.2 %
$ 209,380,742
100.0 %
132.9 %
As of March 31, 2025
As of December 31, 2024
Fair Value
Percentage of
Portfolio
Percentage of
Net Assets
Fair Value
Percentage of
Portfolio
Percentage of
Net Assets
Industry
Artificial Intelligence Infrastructure & Applications
$ 59,297,192
27.7 %
37.8 %
$ 58,072,060
27.7 %
36.9 %
Software-as-a-Service
46,326,421
21.7 %
29.5 %
49,225,370
23.5 %
31.2 %
Consumer Goods & Services
35,853,025
16.8 %
22.9 %
30,351,636
14.5 %
19.3 %
Financial Technology & Services
25,527,026
12.0 %
16.3 %
17,192,986
8.2 %
10.9 %
Education Technology
25,257,884
11.8 %
16.1 %
27,327,100
13.1 %
17.3 %
Logistics & Supply Chain
17,294,955
8.1 %
11.0 %
23,033,237
11.0 %
14.6 %
SuRo Sports
4,020,695
1.9 %
2.6 %
4,178,353
2.0 %
2.7 %
Total
$ 213,577,198
100.0 %
136.2 %
$ 209,380,742
100.0 %
132.9 %
24
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SURO
CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2025
The table below details the composition of the Company’s
industrial themes presented in the preceding tables:
Industry Theme
Industry
Artificial Intelligence Infrastructure
AI Application Fund
& Applications
AI Infrastructure
AI Infrastructure Fund
Consumer Goods & Services
E-Commerce Marketplace
Fitness Technology
Lifestyle Beverage Brand
Micromobility
Education Technology
Business Education
Interactive Learning
Online Education
Financial Technology & Services
Cannabis REIT
Carbon Credit Services
Financial Services
Mobile Access Technology
Online Marketplace Finance
Real Estate Platform
Special Purpose Acquisition Company
Venture Investment Fund
Logistics & Supply Chain
Supply Chain Technology
Warehouse Automation
Software-as-a-Service
Contractor Management Software
Home Improvement Finance
Knowledge Networks
Pharmaceutical Technology
Productivity Software
Retail Technology
Social Data Platform
SuRo Sports
Gaming Licensing
Gaming Technology
Geolocation Technology
Interactive Media & Services
Sports Betting
25
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2025
Investment Valuation Inputs
The fair values of the Company’s
investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the
valuation as of March 31, 2025 and December 31, 2024 are as follows:
SCHEDULE OF FAIR VALUE OF INVESTMENT VALUATION INPUTS
As of March 31, 2025
Quoted Prices in
Active Markets for
Identical Securities
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Investments at Fair Value
Private Portfolio Companies
Preferred Stock (1)
$ —
$ —
$ 140,040,964
$ 140,040,964
Common Stock (2)
—
—
45,370,853
45,370,853
Debt Investments
—
—
506,339
506,339
Options (3)
—
—
5,321,281
5,321,281
Private Portfolio Companies
—
—
191,239,437
191,239,437
Publicly Traded Portfolio Companies
Common Stock
1,518,262
20,406,410
—
21,924,672
Options
413,089
—
—
413,089
Publicly Traded Portfolio Companies
1,931,351
20,406,410
—
22,337,761
Total Investments at Fair Value
$ 1,931,351
$ 20,406,410
$ 191,239,437
$ 213,577,198
(1) Preferred Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, and the Company’s investment in the
Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(2) Common Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures
4 Plus Pte Ltd. and the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in Class A common stock.
(3) Options also includes the Company’s investments in the SAFEs of Orchard
Technologies, Inc., PayJoy, Inc., Stake Trade, Inc. (d/b/a Prophet Exchange), and Whoop, Inc.
As of December 31, 2024
Quoted Prices in
Active Markets for
Identical Securities
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Investments at Fair Value
Private Portfolio Companies
Preferred Stock (1)
$ —
$ —
$ 151,003,991
$ 151,003,991
Common Stock (2)
—
—
35,922,154
35,922,154
Debt Investments
—
—
506,339
506,339
Options (3)
—
—
4,357,138
4,357,138
Private Portfolio Companies
—
—
191,789,622
191,789,622
Publicly Traded Portfolio Companies
Common Stock
2,126,577
14,027,713
—
16,154,290
Options
1,436,830
—
—
1,436,830
Publicly Traded Portfolio Companies
3,563,407
14,027,713
—
17,591,120
Total Investments at Fair Value
$ 3,563,407
$ 14,027,713
$ 191,789,622
$ 209,380,742
(1) Preferred Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the Company’s investment in the Class
A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares of CoreWeave, Inc., and the Company’s investment
in the Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(2) Common Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures
4 Plus Pte Ltd.
(3) Options also includes the Company’s investments in the SAFEs of Commercial Streaming
Solutions Inc. (d/b/a BettorView), PayJoy, Inc., and Stake Trade, Inc. (d/b/a Prophet Exchange).
26
TABLE OF CONTENTS
SURO
CAPITAL CORP. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2025
Significant
Unobservable Inputs for Level 3 Assets and Liabilities
In accordance with FASB ASC
820, Fair Value Measurement , the tables below provide quantitative information about the fair value measurements of the Company’s
Level 3 assets as of March 31, 2025 and December 31, 2024. In addition to the techniques and inputs noted in the tables below, according
to the Company’s valuation policy, the Board of Directors may also use other valuation techniques and methodologies when determining
the fair value measurements of the Company’s assets. The tables below are not intended to be all-inclusive, but rather provide information
on the significant Level 3 inputs as they relate to the fair value measurements of the Company’s assets. To the extent an unobservable
input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’s Level 3 fair value
measurements as of March 31, 2025 and December 31, 2024. Significant changes in the inputs in isolation would result in a significant
change in the fair value measurement, depending on the input and the materiality of the investment. Refer to “Note 2—Significant
Accounting Policies— Investments at Fair Value ” for more detail.
SCHEDULE OF FAIR VALUE OF ASSETS ON UNOBSERVABLE INPUT
As of March 31, 2025
Asset
Fair Value
Valuation Approach/Technique (1)
Unobservable Inputs (2)
Range (Weighted Average) (3)
Market Approach
Revenue Multiples
0.56 x - 5.80 x ( 1.64 x)
Preferred stock in private companies (6)
$ 140,040,964
Precedent Transactions
25 % - 100 % ( 83 )%
PWERM (5)
Revenue Multiples
1.31 x - 5.00 x ( 4.65 x)
Dissolution Risk
100 %
Revenue Multiples
0.46 x - 8.29 x ( 5.68 x)
Market Approach
Discount Rate
15 %
Common stock in private companies (7)
$ 45,370,853
Precedent Transactions
75 % - 100 % ( 78.6 )%
PWERM (5)
AFFO (4) Multiples
7.40 x
Dissolution Risk
100 %
Discount Rate
15 %
Debt investments
$ 506,339
Market Approach
Revenue Multiples
0.90 x - 1.95 x ( 1.85 x)
Term to Expiration (Years)
1.25 - 2.11
Options (8)
$ 5,321,281
Option Pricing Model
Precedent Transaction
100 %
Volatility
47 % - 67 % ( 47 )%
(1) As of March 31, 2025, the Board of Directors used a hybrid market and income approach to value certain
common and preferred stock investments, as the Board of Directors felt this approach better reflected the fair value of these investments.
In considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques
are not likely to change from one period of measurement to the next; however, the weighting of each in determining the final fair value
of a Level 3 investment may change based on recent events or transactions. The hybrid approach may also consider certain risk weightings
to account for the uncertainty of future events. Refer to “Note 2—Significant Accounting Policies— Investments at
Fair Value ” for more detail.
27
TABLE OF CONTENTS
SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
(2) The Board of Directors considers all relevant information that can reasonably be obtained when determining
the fair value of Level 3 investments. Due to any given portfolio company’s information rights, changes in capital structure,
recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change. Increases/(decreases) in
revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price
would result in higher (lower) fair values, all else equal. Decreases/(increases) in discount rates, volatility, and annual risk rates,
would result in higher (lower) fair values, all else equal. The market approach utilizes market value (revenue and EBIT) multiples of
publicly traded comparable companies and available precedent sales transactions of comparable companies. The Board of Directors carefully
considers numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies.
These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors,
as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent
purchases made by the Company, and tender offers. Refer to “Note 2—Significant Accounting Policies— Investments at
Fair Value ” for more detail.
(3) The weighted averages are calculated based on the fair market value of each investment.
(4) Adjusted Funds From Operations, or “AFFO”.
(5) Probability-Weighted Expected Return Method, or “PWERM”.
(6) Preferred Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep Ventures
Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, and the Company’s investment in the Membership
Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(7) Common Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures 4 Plus
Pte Ltd. and the Company’s investment in the Class A Interest of CW Opportunity
2 LP which is invested in the Class A common stock.
(8) Options also includes the
Company’s investments in the SAFEs of Orchard Technologies, Inc., PayJoy, Inc., Stake Trade, Inc. (d/b/a Prophet Exchange),
and Whoop, Inc .
As of December 31, 2024
Asset
Fair Value
Valuation Approach/ Technique (1)
Unobservable Inputs (2)
Range (Weighted Average) (3)
Preferred stock in private companies (6)
$ 151,003,991
Market Approach
Revenue Multiples
0.67 x - 5.96 x ( 1.82 x )
Precedent Transactions
25 % - 100 % ( 55 )%
PWERM (5)
Revenue Multiples
1.76 x - 2.95 x
Dissolution Risk
75 % - 100 % ( 87.5 )%
Common stock in private companies (7)
$ 35,922,154
Market Approach
Revenue Multiples
0.77 x - 8.81 x ( 7.59 x)
Precedent Transactions
100 %
PWERM (5)
AFFO (4) Multiples
7.88 x
Dissolution Risk
100 %
Debt investments
$ 506,339
Market Approach
Revenue Multiples
0.90 x - 1.31 x ( 1.22 x)
Options (8)
$ 4,357,138
Option Pricing Model
Term to Expiration (Years)
1.5 - 19.38
Precedent Transaction
100 %
Volatility
51 % - 67 %
________________________
(1) As of December 31, 2024, the Board of Directors used a hybrid market and income approach to value certain
common and preferred stock investments, as the Board of Directors felt this approach better reflected the fair value of these investments.
In considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques
are not likely to change from one period of measurement to the next; however, the weighting of each in determining the final fair value
of a Level 3 investment may change based on recent events or transactions. The hybrid approach may also consider certain risk weightings
to account for the uncertainty of future events. Refer to “Note 2—Significant Accounting Policies— Investments at
Fair Value ” for more detail.
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SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
(2) The Board of Directors considers all relevant information that can reasonably be obtained when determining
the fair value of Level 3 investments. Due to any given portfolio company’s information rights, changes in capital structure,
recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change. Increases/(decreases) in
revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price
would result in higher (lower) fair values, all else equal. Decreases/(increases) in discount rates, volatility, and annual risk rates,
would result in higher (lower) fair values, all else equal. The market approach utilizes market value (revenue and EBIT) multiples of
publicly traded comparable companies and available precedent sales transactions of comparable companies. The Board of Directors carefully
considers numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies.
These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors,
as well as size, profitability and growth expectations. In general, precedent transactions include recent rounds of financing, recent
purchases made by the Company, and tender offers. Refer to “Note 2—Significant Accounting Policies— Investments at
Fair Value ” for more detail.
(3) The weighted averages are calculated based on the fair market value of each investment.
(4) Adjusted Funds From Operations, or “AFFO”.
(5) Probability-Weighted Expected Return Method, or “PWERM”.
(6) Preferred Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep Ventures
Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the Company’s investment in the Class A Interest
of CW Opportunity 2 LP which is invested in the Series C Preferred shares of CoreWeave, Inc., and the Company’s investment in the Membership
Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(7) Common Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures 4 Plus
Pte Ltd.
(8) Options also includes the Company’s investments in the SAFEs of Commercial Streaming
Solutions Inc. (d/b/a BettorView), PayJoy, Inc., and Stake Trade, Inc. (d/b/a Prophet Exchange).
The aggregate values of Level 3
assets and liabilities changed during the three months ended March 31, 2025 as follows:
SCHEDULE OF AGGREGATE VALUE OF ASSETS AND LIABILITIES
Three Months Ended March 31, 2025
Preferred
Stock (1)
Common
Stock (2)
Debt
Investments
Options (3)
Total
Assets:
Fair Value as of December 31, 2024
$ 151,003,991
$ 35,922,154
$ 506,339
$ 4,357,138
$ 191,789,622
Transfers out of Level 3
( 5,221,824 )
( 5,221,824 )
—
—
( 10,443,648 )
Purchases, capitalized fees and interest
224,366
—
—
1,083,211
1,307,577
Sales/Redemptions of investments
—
—
—
—
—
Exercises and conversions (4)
( 16,770,915 )
17,775,155
—
( 1,004,240 )
—
Net change in unrealized appreciation/(depreciation) included in earnings
10,805,346
( 3,104,632 )
—
885,172
8,585,886
Fair Value as of March 31, 2025
$ 140,040,964
$ 45,370,853
$ 506,339
$ 5,321,281
$ 191,239,437
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of March 31, 2025
$ 10,805,346
$ ( 3,104,632 )
$ —
$ 880,930
$ 8,581,644
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SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
___________________
(1) Preferred Stock also includes the Company’s investment in the Class A Interest
of ARK Type One Deep Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, and the Company’s investment
in the Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(2) Common Stock also includes the Company’s Limited Partner Fund Investment
in True Global Ventures 4 Plus Pte Ltd. and the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested
in Class A common stock.
(3) Options
also includes the Company’s investments in the SAFEs of Orchard Technologies, Inc., PayJoy, Inc., Stake Trade, Inc. (d/b/a
Prophet Exchange), and Whoop, Inc.
(4) During the three months ended March 31, 2025, the Company’s portfolio investments had the following
corporate actions which are reflected above:
Portfolio Company
Conversion from
Conversion to
CoreWeave, Inc.
Preferred shares, Series A Common shares
Common shares (Level 2)
CW Opportunity 2 LP
Preferred shares, Series C
Common
shares (Level 3)
Commercial Streaming Solutions Inc. (d/b/a BettorView)
Simple Agreement for Future Equity
Preferred
shares, Class A-1 (Level 3)
The aggregate values of Level 3 assets and liabilities
changed during the year ended December 31, 2024 as follows:
Year Ended December 31, 2024
Preferred
Stock (1)
Common
Stock (2)
Debt
Investments
Options (3)
Total
Assets:
Fair Value as of December 31, 2023
$ 122,744,564
$ 39,086,792
$ 3,098,734
$ 3,638,161
$ 168,568,251
Transfers out of Level 3
—
( 12,896,367 )
—
—
( 12,896,367 )
Purchases, capitalized fees and interest
60,155,557
15,061,793
—
13,230
75,230,580
Sales/Redemptions of investments
( 374,950 )
( 10,375,762 )
( 1,414,278 )
( 1,585,722 )
( 13,750,712 )
Exercises and conversions (4)
136,114
—
( 1,338,976 )
1,246,916
44,054
Realized gains/(losses)
( 7,533,623 )
( 222,565 )
384,102
( 7,076,812 )
( 14,448,898 )
Net change in unrealized appreciation/(depreciation) included in earnings
( 24,123,671 )
5,268,263
( 223,243 )
8,121,365
( 10,957,286 )
Fair Value as of December 31, 2024
$ 151,003,991
$ 35,922,154
$ 506,339
$ 4,357,138
$ 191,789,622
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2024
$ ( 32,741,143 )
$ 5,418,630
$ —
$ 111,916
$ ( 27,210,597 )
________________________
(1) Preferred Stock also includes the Company’s investment in the Class A Interest
of ARK Type One Deep Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the Company’s investment
in the Class A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares of CoreWeave, Inc., and the Company’s
investment in the Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd. through an SPV.
(2) Common Stock also includes the Company’s Limited Partner Fund Investment
in True Global Ventures 4 Plus Pte Ltd.
(3) Options also includes the Company’s investments in the SAFEs of PayJoy,
Inc. and Commercial Streaming Solutions Inc. (d/b/a BettorView).
(4) During the year ended December 31, 2024, the Company’s portfolio investments had the following corporate
actions which are reflected above:
Portfolio Company
Conversion from
Conversion to
AltC Sponsor LLC
Common shares, Class A
Common shares, Class B
Oklo, Inc. - Common shares, Class A (Level 2)
Xgroup Holdings Limited (d/b/a Xpoint)
Convertible Note 6 %, Due 10/17/2024
Preferred shares, Series A-1 (Level 3)
Warrants, Series A-1 (Level 3)
Warrants, Series A (Level 3)
ServiceTitan, Inc.
Common shares
Common shares (Level 2)
30
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SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
Schedule of Investments In, and Advances to, Affiliates
Transactions during the three months ended March
31, 2025 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:
SCHEDULE
OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
Type/Industry/Portfolio Company/Investment
Shares/
Principal/
Quantity
Fair Value at December 31, 2024
Unrealized
Gains/(Losses)
Fair Value at March 31, 2025
Percentage
of Net
Assets
CONTROLLED INVESTMENTS * (2)
Options
Special Purpose Acquisition Company
Colombier Sponsor II LLC** (3) –Class W Units
1,600,000
$ 498,305
$ 781,695
$ 1,280,000
0.82 %
Total Options
498,305
781,695
1,280,000
0.82 %
Common Stock
Special Purpose Acquisition Company
Colombier Sponsor II LLC** (3) –Class B Units
1,040,000
1,101,695
7,828,781
8,930,476
5.70 %
Total Common Stock
1,101,695
7,828,781
8,930,476
5.70 %
TOTAL CONTROLLED INVESTMENTS* (2)
$ 1,600,000
$ 8,610,476
$ 10,210,476
6.51 %
NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)
Preferred Stock
Knowledge Networks
Maven Research, Inc.–Preferred shares, Series C
318,979
—
—
—
— %
Maven Research, Inc.–Preferred shares, Series B
49,505
—
—
—
— %
Total Knowledge Networks
—
—
—
— %
Interactive Learning
StormWind, LLC (4) – Preferred
shares, Series D 8%
329,337
501,626
( 22,044 )
479,582
0.31 %
StormWind, LLC (4) – Preferred
shares, Series C 8%
2,779,134
5,376,994
( 206,610 )
5,170,384
3.30 %
StormWind, LLC (4) – Preferred
shares, Series B 8%
3,279,629
3,233,922
( 219,516 )
3,014,406
1.92 %
StormWind, LLC (4)
– Preferred shares, Series A 8%
366,666
156,285
( 24,542 )
131,743
0.08 %
Total Interactive Learning
9,268,827
( 472,712 )
8,796,115
5.61 %
Total Preferred Stock
9,268,827
( 472,712 )
8,796,115
5.61 %
Common Stock
Online Education
Curious.com, Inc.–Common shares
1,135,944
—
—
—
— %
Total Common Stock
—
—
—
— %
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
$ 9,268,827
$ ( 472,712 )
$ 8,796,115
5.61 %
* All portfolio investments are non-income-producing, unless otherwise identified. Equity investments may
be subject to lock-up restrictions upon their IPO. Preferred dividends are generally only payable when declared and paid by the portfolio
company’s board of directors. The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors
of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments
are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments
at Fair Value”). All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued
at fair value as determined in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant Accounting
Policies— Investments at Fair Value ”).
31
TABLE OF CONTENTS
SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
** Indicates assets that SuRo Capital Corp. believes do not represent
“qualifying assets” under Section 55(a) of the 1940 Act. Of the Company’s total investments as of March 31, 2025,
47.59 % of its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
(1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp. beneficially owns, directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with the
right to elect directors) of such company.
(2) “Control Investments” are investments in those companies that are “Controlled Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio
company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities
with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
(3) Denotes
an investment 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.
(4) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly
owned subsidiary, GSVC SW Holdings, Inc.
32
TABLE OF CONTENTS
SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
Schedule of Investments
In, and Advances to, Affiliates
Transactions during the year ended December 31, 2024
involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:
Type/Industry/Portfolio Company/Investment
Shares/
Principal/Quantity
Interest, Fees, or
Dividends Credited
in Income
Fair Value at December 31, 2023
Transfer In/ (Out)
Purchases and
Capitalized Fees
Sales/Redemptions
Realized
Gains/(Losses)
Unrealized
Gains/(Losses)
Fair Value at December 31, 2024
Percentage
of Net
Assets
CONTROLLED INVESTMENTS * (2)
Options
Special Purpose Acquisition Company
Colombier Sponsor II LLC** (6) –Class W Units
1,600,000
$ —
$ 498,305
$ —
$ —
$ —
$ —
$ —
$ 498,305
0.32 %
Total Options
—
498,305
—
—
—
—
—
498,305
0.32 %
Preferred Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A
—
—
382,381
—
4,218
( 374,950 )
( 6,780,680 )
6,769,031
—
— %
Total Preferred Stock
—
382,381
—
4,218
( 374,950 )
( 6,780,680 )
6,769,031
—
— %
Common Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares
—
—
—
—
—
—
( 10,000 )
10,000
—
— %
Mobile Finance Technology
Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV***
$ —
955,628
10,000,000
—
—
( 10,000,000 )
( 6,745 )
6,745
—
— %
Special Purpose Acquisition Company
Colombier Sponsor II LLC** (6) –Class B Units
1,040,000
—
1,101,695
—
—
—
—
1,101,695
0.70 %
Total Common Stock
955,628
11,101,695
—
—
( 10,000,000 )
( 16,745 )
16,745
1,101,695
0.70 %
TOTAL CONTROLLED INVESTMENTS* (2)
$ 955,628
$ 11,982,381
$ —
$ 4,218
$ ( 10,374,950 )
$ ( 6,797,425 )
$ 6,785,776
$ 1,600,000
1.02 %
NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)
Debt Investments
Global Innovation Platform
OneValley, Inc. (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8 %, Due 8/23/2024
$ —
$ —
$ 1,267,395
$ —
$ —
$ ( 1,414,278 )
$ 384,102
$ ( 237,219 )
$ —
— %
Total Debt Investments
—
1,267,395
—
—
( 1,414,278 )
384,102
( 237,219 )
—
— %
Preferred Stock
Knowledge Networks
Maven Research, Inc.–Preferred shares, Series C
318,979
—
—
—
—
—
—
—
—
— %
Maven Research, Inc.–Preferred shares, Series B
49,505
—
—
—
—
—
—
—
—
— %
Total Knowledge Networks
—
—
—
—
—
—
—
—
— %
Interactive Learning
StormWind, LLC (5) – Preferred shares, Series D 8%
329,337
—
653,975
—
—
—
—
( 152,349 )
501,626
0.32 %
StormWind, LLC (5) – Preferred shares, Series C 8%
2,779,134
—
6,804,933
—
—
—
—
( 1,427,939 )
5,376,994
3.41 %
StormWind, LLC (5) – Preferred shares, Series B 8%
3,279,629
—
4,751,064
—
—
—
—
( 1,517,142 )
3,233,922
2.05 %
StormWind, LLC (5) – Preferred shares, Series A 8%
366,666
—
325,903
—
—
—
—
( 169,618 )
156,285
0.10 %
Total Interactive Learning
—
12,535,875
—
—
—
—
( 3,267,048 )
9,268,827
5.88 %
Total Preferred Stock
—
12,535,875
—
—
—
—
( 3,267,048 )
9,268,827
5.88 %
Options
Global Innovation Platform
OneValley, Inc. (f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024
—
—
620,927
—
13,230
( 1,585,722 )
( 6,982,628 )
7,934,193
—
— %
Total Global Innovation Platform
—
620,927
—
13,230
( 1,585,722 )
( 6,982,628 )
7,934,193
—
— %
E-Commerce Marketplace
PSQ Holdings, Inc. (d/b/a PublicSquare)** (3)(4) – Warrants
1,796,037
—
1,964,750
( 1,964,750 )
—
—
—
—
—
— %
Total Options
—
2,585,677
( 1,964,750 )
13,230
( 1,585,722 )
( 6,982,628 )
7,934,193
—
— %
Common Stock
Online Education
Curious.com, Inc.–Common shares
1,135,944
—
—
—
—
—
—
—
—
— %
E-Commerce Marketplace
PSQ Holdings, Inc. (d/b/a PublicSquare)** (3)(4) – Common shares, Class A
—
—
8,542,386
( 8,542,386 )
—
—
—
—
—
— %
Total Common Stock
—
8,542,386
( 8,542,386 )
—
—
—
—
—
— %
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
$ —
$ 24,931,333
$ ( 10,507,136 )
$ 13,230
$ ( 3,000,000 )
$ ( 6,598,526 )
$ 4,429,926
$ 9,268,827
5.88 %
* All portfolio investments are non-income-producing, unless otherwise identified. Equity investments may
be subject to lock-up restrictions upon their IPO. Preferred dividends are generally only payable when declared and paid by the portfolio
company’s board of directors. The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors
of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments
are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments
at Fair Value”). All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued
at fair value as determined in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant Accounting
Policies— Investments at Fair Value ”).
33
TABLE OF CONTENTS
SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
** Indicates assets that SuRo Capital Corp. believes do not represent
“qualifying assets” under Section 55(a) of the 1940 Act. Of the Company’s total investments as of December 31,
2024, 39.56 % of its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
*** Investment is income-producing.
(1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp. beneficially owns, directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with the
right to elect directors) of such company.
(2) “Control Investments” are investments in those companies that are “Controlled Companies”
of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio
company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities
with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
(3) Denotes an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to “Note
4—Investments at Fair Value”.
(4) SuRo Capital Corp.’s ownership percentage in PSQ Holdings, Inc. (d/b/a PublicSquare) decreased to below
5% and as such, PSQ Holdings, Inc. (d/b/a PublicSquare) was no longer classified as an “affiliate investment” as of September
30, 2024. As such, the Company has reflected a “transfer out” of the “Non-Controlled/Affiliate Investment” category
above as of September 30, 2024 to indicate that the investment in PSQ Holdings, Inc. (d/b/a PublicSquare), while still held as of December
31, 2024, does not meet the criteria of an affiliate investment as defined in the 1940 Act.
(5) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly
owned subsidiary, GSVC SW Holdings, Inc.
(6) Denotes
an investment that is the sponsor of a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
34
TABLE OF CONTENTS
SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
NOTE 5— COMMON STOCK
Share Repurchase Program
On August 8, 2017, the Company
announced a $ 5.0 million discretionary open-market share repurchase program of shares of the Company’s common stock, $ 0.01 par value
per share, of up to $ 5.0 million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $ 5.0 million in aggregate amount of
the Company’s common stock (the “Share Repurchase Program”). Following several intervening approvals from the Company’s
Board of Directors to increase the amount of shares of the Company’s common stock that may be repurchased under the discretionary Share
Repurchase Program and/or to extend the Share Repurchase Program to later expiration dates, on October 29, 2024, the Company’s Board
of Directors authorized an extension, and increase in the amount of common shares that may be purchased under, of the Company’s
discretionary Share Repurchase Program until the earlier of (i) October 31, 2025 or (ii) the repurchase of $ 64.3 million in aggregate
amount of the Company’s common stock.
The timing and number of shares
to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities. The Share
Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate the Company to acquire any
specific number of shares of its common stock. Under the Share Repurchase Program, the Company may repurchase its outstanding common stock
in the open market, provided that it complies with the prohibitions under its insider trading policies and procedures and the applicable
provisions of the 1940 Act and the Exchange Act.
During the three months ended
March 31, 2025 and 2024, the Company did no t repurchase any shares of the Company’s common stock under the Share Repurchase Program. As
of March 31, 2025, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program
was approximately $ 25.0 million.
Amended and Restated 2019 Equity Incentive Plan
Refer to “Note 11—Stock-Based
Compensation” for a description of the Company’s restricted shares of common stock granted under the Amended & Restated
2019 Equity Incentive Plan (as defined therein).
At-the-Market Offering
On July 29, 2020, the Company
established an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market Sales Agreement dated July
29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with BTIG LLC, Citizens JMP Securities,
LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co. Inc. and Barrington Research Associates, Inc. (collectively, the “Agents”).
Under the Sales Agreement, the Company may, but has no obligation to, issue and sell up to $ 150.0 million in aggregate amount of shares
of its common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the
“ATM Program”). The Company intends to use the net proceeds from the ATM Program to make investments in portfolio companies
in accordance with its investment objective and strategy and for general corporate purposes.
Sales of the Shares, if any,
will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act
of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or sales made to or through a market maker other
than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated
prices. Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from time to time.
The Agents will receive a commission
from the Company equal to up to 2.0 % of the gross sales price of any Shares sold through the Agents under the Sales Agreement and reimbursement
of certain expenses. The Sales Agreement contains customary representations, warranties and agreements of the Company, conditions to closing,
indemnification rights and obligations of the parties and termination provisions.
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TABLE OF CONTENTS
SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
During the three months ended
March 31, 2025 and 2024, the Company did not issue or sell Shares under the ATM Program. As of March 31, 2025, up to approximately $ 98.8
million in aggregate amount of the Shares remain available for sale under the ATM Program.
NOTE 6— NET CHANGE IN NET ASSETS RESULTING
FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED
The following information sets
forth the computation of basic and diluted net change in net assets resulting from operations per common share, pursuant to ASC 260, for
the three months ended March 31, 2025 and 2024.
SCHEDULE OF BASIC AND
DILUTED COMMON SHARE
Three Months Ended March 31,
2025
2024
Earnings per common share–basic:
Net change in net assets resulting from operations
$ ( 806,715 )
$ ( 22,065,346 )
Weighted-average common shares–basic
23,571,840
25,393,490
Earnings per common share–basic
$ ( 0.03 )
$ ( 0.87 )
Earnings per common share–diluted:
Net change in net assets resulting from operations
$ ( 806,715 )
$ ( 22,065,346 )
Adjustment for interest and amortization on 6.50 % Convertible Notes due 2029 (1)
—
—
Net change in net assets resulting from operations, as adjusted
$ ( 806,715 )
$ ( 22,065,346 )
Adjustment for dilutive effect of 6.50 % Convertible Notes due 2029 (1)
—
—
Weighted-average common shares outstanding–diluted (1)
23,571,840
25,393,490
Earnings per common share–diluted
$ ( 0.03 )
$ ( 0.87 )
______________________
(1) For the three months ended March 31, 2025, 4,516,131 potentially dilutive common shares were excluded
from the weighted-average common shares outstanding for diluted net change in net assets resulting from operations per common shares
because the effect of these shares would have been anti-dilutive. For the three months ended March 31, 2024, there were no potentially
dilutive securities outstanding.
NOTE 7— COMMITMENTS AND CONTINGENCIES
In the normal course of business,
the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date
or over a specified period of time.
From time to time, the Company
may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its
rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty,
the Company does not expect that these proceedings will have a material effect upon its business, financial condition or results of operations.
The Company is not currently a party to any material legal proceedings.
Operating Leases and Related Deposits
The Company currently has one
operating lease for office space for which the Company has recorded a right-of-use asset and lease liability for the operating lease obligation.
The lease originally commenced on June 3, 2019 and expired on August 31, 2024. On September 1, 2024, the Company extended the previous
operating lease for office space for an additional term of three years and three months, with an estimated commencement date of January 1, 2025 and expiring
March 31, 2028. On February 7, 2025, the Company executed a commencement letter, upon which the lease term was amended to begin on February
13, 2025 and expiring May 12, 2028. The lease expense is presented as a single lease cost that is amortized on a straight-line basis over
the life of the lease.
As of March 31, 2025 and December
31, 2024, the Company booked a right-of-use asset and operating lease liability of $ 424,656 and $ 446,349 , respectively, on the Condensed
Consolidated Statement of Assets and Liabilities . As of March 31, 2025 and December 31, 2024, the Company recorded a security deposit
of $ 16,574 and $ 16,574 , respectively, on the Condensed Consolidated Statement of Assets and Liabilities. For the three months ended March
31, 2025 and 2024, the Company incurred $ 23,188 and $ 52,662 , respectively, of operating
lease expense. The amounts reflected on the Condensed Consolidated Statement of Assets and Liabilities have been discounted using the
rate implicit in the lease. As of March 31, 2025, the remaining lease term was 3.2 years and the discount rate was 3.00 %.
36
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SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
The following table shows future
minimum payments under the Company’s operating lease as of March 31, 2025:
SCHEDULE
OF FUTURE MINIMUM PAYMENTS OF OPERATION LEASE
For the Year Ended December 31,
Amount
2025
$ 87,990
2026
154,826
2027
159,471
2028
59,688
Total
$ 461,975
NOTE 8— FINANCIAL HIGHLIGHTS
SCHEDULE
OF FINANCIAL HIGHLIGHTS
Three Months Ended March 31,
2025
2024
Per Basic Share Data
Net asset value at beginning of the year
$ 6.68
$ 7.99
Net investment loss (1)
( 0.16 )
( 0.13 )
Net realized loss on investments (1)
<( 0.01 )
( 0.02 )
Realized loss on partial repurchase of 6.00% Notes due December 30, 2026 (1)
<( 0.01 )
—
Net change in unrealized appreciation/(depreciation) of investments (1)
0.12
( 0.73 )
Stock-based compensation (1)
0.02
0.06
Net asset value at end of period
$ 6.66
$ 7.17
Per share market value at end of period
$ 4.97
$ 4.55
Total return based on market value (2)
( 15.48 )%
15.48 %
Total return based on net asset value (2)
( 0.30 )%
( 10.26 )%
Shares outstanding at end of period
23,551,859
25,353,284
Ratios/Supplemental Data:
Net assets at end of period
$ 156,804,155
$ 181,721,135
Average net assets
$ 156,454,212
$ 202,519,594
Ratio of net operating expenses to average net assets (3)
10.79 %
9.44 %
Ratio of net investment loss to average net assets (3)
( 9.49 )%
( 6.40 )%
Portfolio Turnover Ratio
5.28 %
0.18 %
__________________
(1) Based on weighted-average number of shares outstanding for the relevant
period.
(2) Total return based on market value is based upon the change in market price
per share between the opening and ending market values per share in the period, adjusted for dividends and equity issuances. Total return
based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share
in the period, adjusted for dividends and equity issuances.
(3) Financial highlights for periods of less than one year are annualized and
the ratios of operating expenses to average net assets and net investment loss to average net assets are adjusted accordingly. Because
the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary from these
ratios.
NOTE 9— INCOME TAXES
The Company elected to be treated
and intends to qualify annually as a RIC under Subchapter M of the Code and, as such, will not be subject to U.S. federal income tax on
the portion of taxable income (including gains) timely distributed as dividends for U.S. federal income tax purposes to stockholders.
Taxable income includes the Company’s taxable interest, dividend and fee income, reduced by certain deductions, as well as taxable
net realized investment gains. Taxable income generally differs from net income for financial reporting purposes due to temporary and
permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as
such gains or losses are not included in taxable income until they are realized.
37
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SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
To qualify as a RIC, the Company
is required to meet certain income and asset diversification tests in addition to distributing dividends of an amount generally at least
equal to 90 % of its investment company taxable income, as defined by the Code and determined without regard to any deduction for distributions
paid, to its stockholders. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is based
upon the annual earnings estimated by the management of the Company. To the extent that the Company’s earnings fall below the amount
of dividend distributions declared, however, a portion of the total amount of the Company’s distributions for the fiscal year may
be deemed a return of capital for tax purposes to the Company’s stockholders.
As a RIC, the Company will be
subject to a 4 % nondeductible U.S. federal excise tax on certain undistributed income unless the Company makes distributions treated as
dividends for U.S. federal income tax purposes in a timely manner to its stockholders in respect of each calendar year of an amount at
least equal to the sum of (1) 98% of its ordinary income (taking into account certain deferrals and elections) for each calendar year,
(2) 98.2% of its capital gain net income (adjusted for certain ordinary losses) for the 1-year period ending October 31 of each such calendar
year and (3) any ordinary income and net capital gains for preceding years, but not distributed during such years and on which the Company
paid no U.S. federal income tax. The Company will not be subject to this excise tax on any amount on which the Company incurred U.S. federal
corporate income tax (such as the tax imposed on a RIC’s retained net capital gains).
Depending on the level of taxable
income earned in a taxable year, the Company may choose to carry over taxable income in excess of current taxable year distributions from
such taxable income into the next taxable year and incur a 4 % excise tax on such taxable income, as required. The maximum amount of excess
taxable income that may be carried over for distribution in the next taxable year under the Code is the total amount of distributions
paid in the following taxable year, subject to certain declaration and payment guidelines. To the extent the Company chooses to carry
over taxable income into the next taxable year, distributions declared and paid by the Company in a taxable year may differ from the Company’s
taxable income for that taxable year as such distributions may include the distribution of current taxable year taxable income, the distribution
of prior taxable year taxable income carried over into and distributed in the current taxable year, or returns of capital.
The Company has subsidiaries
that are classified as corporations for U.S. federal income tax purposes which hold certain portfolio investments in an effort to limit
potential legal liability and/or comply with source-income type requirements contained in the RIC tax provisions of the Code. These subsidiaries
are consolidated for GAAP and the portfolio investments held by the subsidiaries are included in the Company’s condensed consolidated
financial statements and are recorded at fair value. These subsidiaries are not consolidated with the Company for U.S. federal income
tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities as a result of their ownership of certain
portfolio investments. Any income generated by these subsidiaries generally would be subject to U.S. federal income tax imposed at corporate
rates.
The Company intends to timely
distribute to its stockholders substantially all of its annual taxable income for each year, except that it may retain certain net capital
gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose to carry forward taxable income for
distribution in the following year and pay any applicable U.S. federal excise tax.
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.
For U.S. federal and state income
tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences may be subject to limitations
on annual utilization in case of a change in ownership, as defined by federal and state law. The amount of such limitations, if any, has
not been determined. Accordingly, the amount of such tax attributes available to offset future profits may be significantly less than
the actual amounts of the tax attributes.
For accounting purposes, the
Company and the Taxable Subsidiaries identified their major tax jurisdictions as U.S. federal, New York, and California and may be subject
to the taxing authorities’ examination for the tax years 2021–2023 for federal and New York and 2020–2023 in California,
respectively. Further, the Company and the Taxable Subsidiaries accrue all interest and penalties related to uncertain tax positions as
incurred. As of March 31, 2025, there were no material interest or penalties incurred related to uncertain tax positions.
38
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SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
NOTE 10— DEBT CAPITAL ACTIVITIES
6.00% Notes due 2026
On December 17, 2021, the Company
issued $ 70.0 million aggregate principal amount of its 6.00% Notes due 2026 pursuant to an Indenture, dated as of March 28, 2018 (the
“Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank
National Association), as trustee (the “Trustee”), as supplemented by a second supplemental indenture, dated as of December
17, 2021 (together with the Base Indenture, the “Indenture”), between the Company and the Trustee. On December 21, 2021, the
Company issued an additional $ 5.0 million aggregate principal amount of 6.00% Notes due 2026 pursuant to an overallotment option. The
6.00% Notes due 2026 bear interest at a fixed rate of 6.00 % per year, payable quarterly in arrears on March 30, June 30, September 30,
and December 30 of each year, commencing on March 30, 2022. The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless
previously repurchased or redeemed in accordance with their terms. The Company has the right to redeem the 6.00% Notes due 2026, in whole
or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of the outstanding principal
amount of the 6.00% Notes due 2026 plus accrued and unpaid interest.
The 6.00% Notes due 2026 are
direct unsecured obligations of the Company and rank pari passu , or equal in right of payment, with all outstanding and future
unsecured, unsubordinated indebtedness of the Company; senior to any of the Company’s future indebtedness that expressly provides
it is subordinated to the 6.00% Notes due 2026; effectively subordinated to any of the Company’s future secured indebtedness (including
indebtedness that is initially unsecured in respect of which the Company subsequently grants a security interest), to the extent of the
value of the assets securing such indebtedness (provided, however, that the Company has agreed under the Indenture to not incur any secured
or unsecured indebtedness that would be senior to the 6.00% Notes due 2026 while the 6.00% Notes due 2026 are outstanding, subject to
certain exceptions); and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s
subsidiaries.
The Company records certain fees
and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt issuance costs. Such costs are reflected in the carrying
value of the 6.00% Notes due 2026. As of March 31, 2025 and December 31, 2024, the Company had deferred debt issuance costs of $ 364,744
and $ 468,562 , respectively, associated with the 6.00% Notes due 2026. The table below shows a reconciliation from the aggregate principal
amount of 6.00% Notes due 2026 to the balance shown on the Consolidated Statements of Assets and Liabilities.
SCHEDULE OF CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
March 31, 2025
December 31, 2024
Aggregate principal amount of 6.00% Notes due 2026
$ 39,667,650
$ 44,667,400
Direct deduction of deferred debt issuance costs
( 364,744 )
( 468,562 )
Total
$ 39,302,906
$ 44,198,838
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 March 31, 2025 and December 31, 2024 was $ 24.55 and $ 24.50 per note, respectively. As of March 31, 2025 and December 31, 2024, the
fair value of the 6.00% Notes due 2026 was $ 39.0 million and $ 43.8 million, respectively.
39
TABLE OF CONTENTS
SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
On August 6, 2024, the Company’s
Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”), which allows the Company
to repurchase up to $ 35.0
million, of its 6.00 % Notes due 2026 through open market purchases, including block purchases, in such manner as
will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2024, the Company repurchased
and retired $ 30.3
million
of aggregate principal amount of the 6.00 % Notes due 2026. During the three months ended March 31, 2025, the Company repurchased and
retired $ 5.0
million
of aggregate principal amount of the 6.00 % Notes due 2026, resulting in the total use of the authorized amount under the Note Repurchase
Program.
6.50% Convertible Notes due 2029
On August 14, 2024, the Company
privately issued $ 25.0 million aggregate principal amount of its 6.50% Convertible Notes due 2029 (the “Initial Notes”) pursuant
to a Note Purchase Agreement (the “Note Purchase Agreement”) between the Company and the purchaser identified therein (the
“Purchaser”). On October 9, 2024, the Company issued an additional $ 5.0 million in aggregate principal amount of 6.50% Convertible
Notes due 2029 (the “Additional Notes”). which are treated as a single series with the Initial Notes. On January 16, 2025,
the Company issued $ 5.0 million in Additional Notes, which are treated as a single series with the Initial Notes and prior issuances of
Additional Notes. As of March 31, 2025, $ 35.0 million of 6.50% Convertible Notes due 2029 had been issued.
The 6.50% Convertible Notes due
2029 bear interest at a rate of 6.50 % per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each
year, commencing on September 30, 2024. The 6.50% Convertible Notes due 2029 have a maturity date of August 14, 2029 , unless previously
repurchased, redeemed or converted in accordance with the terms of the Notes Purchase Agreement. The Company has the right to redeem the
6.50% Convertible Notes due 2029, in whole or in part, at any time or from time to time, on or after August 6, 2027, upon the fulfillment
of certain conditions.
The 6.50% Convertible Notes due
2029 are convertible into shares of the Company’s common stock at the Purchaser’s sole discretion at an initial conversion
rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029, which represent a conversion
price of approximately $ 7.75 per share, subject to adjustment as provided in the Notes Purchase Agreement. Upon evaluation, the Company
has identified an embedded derivative within the Notes Purchase Agreement. As a result, the Company may incur a potential liability. As
of March 31, 2025, the potential liability was $ 0 . Management will continue to assess the fair value of the embedded derivative at each
reporting period.
The 6.50% Convertible Notes due
2029 are direct unsecured obligations of the Company and rank pari passu, or equal in right of payment, with any outstanding existing
or future unsecured, unsubordinated indebtedness of the Company. The 6.50% Convertible Notes due 2029 are junior in right of payment to
any existing or future secured credit facility; provided, however, that if the Company enters into a future credit facility senior in
right of payment to the 6.50% Convertible Notes due 2029 (including any secured indebtedness), the interest on the outstanding principal
amount of the 6.50% Convertible Notes due 2029 shall increase as of the date of such entry to 7.00 % per annum.
The table below shows a reconciliation
from the aggregate principal amount of 6.50% Convertible Notes due 2029 to the balance shown on the Consolidated Statements of Assets
and Liabilities.
SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
March 31, 2025
December 31, 2024
Aggregate principal amount of 6.50% Convertible Notes due 2029
$ 35,000,000
$ 30,000,000
Direct deduction of deferred debt issuance costs
( 1,049,141 )
( 948,592 )
Total
$ 33,950,859
$ 29,051,408
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SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
NOTE 11— STOCK-BASED COMPENSATION
Amended and Restated 2019 Equity Incentive Plan
On June 19, 2020, the Company’s
Board of Directors adopted, and the Company’s stockholders approved, an amendment and restatement of the Company’s 2019 Equity Incentive
Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which the Company is authorized to grant equity awards
for up to 1,627,967 shares of its common stock. In accordance with the exemptive relief granted to the Company by the SEC on June 16,
2020 with respect to the Amended & Restated 2019 Equity Incentive Plan, the Company is generally authorized to (i) issue restricted
shares as part of the compensation package for certain of its employees, officers and all directors, including non-employee directors
(collectively, the “Participants”), (ii) issue options to acquire shares of its common stock (“Options”) to certain
employees, officers and employee directors as a part of such compensation packages, (iii) withhold shares of the Company’s common
stock or purchase shares of common stock from the Participants to satisfy tax withholding obligations relating to the vesting of restricted
shares or the exercise of Options granted to the certain Participants pursuant to the Amended & Restated 2019 Equity Incentive Plan,
and (iv) permit the Participants to pay the exercise price of Options granted to them with shares of the Company’s common stock.
Under the Amended & Restated
2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $ 50,000 worth of restricted shares of common stock
(based on the closing stock price of the common stock on the grant date). Each grant of $ 50,000 in restricted shares will vest, in full,
if the non-employee director is in continuous service as a director of the Company through the anniversary of such grant (or, if earlier,
the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant). During the three months ended
March 31, 2025, the Company did not grant any restricted shares to the Company’s non-employee directors pursuant to the Amended &
Restated 2019 Equity Incentive Plan.
Other than such restricted shares
granted to non-employee directors, the Compensation Committee of the Company’s Board of Directors may determine the time or times at which
Options and restricted shares granted to other Participants will vest or become payable or exercisable, as applicable. The exercise price
of each Option will not be less than 100% of the fair market value of the Company’s common stock on the date the option is granted.
However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s outstanding common stock
(a “10% Stockholder”), will not be eligible for the grant of an incentive stock option unless the exercise price of the incentive
stock option is at least 110% of the fair market value of the Company’s common stock on the date of grant. Generally, no Option
will be exercisable after the expiration of ten years from the date of grant. In the case of an Option granted to a 10% Stockholder, the
term of an incentive stock option will be for no more than five years from the date of grant.
During the three months ended
March 31, 2025, the Company did not grant any restricted shares to the Company’s officers pursuant to the Amended & Restated 2019
Equity Incentive Plan.
For the three months ended March
31, 2025 and 2024, the Company recognized stock-based compensation expense of $ 276,007 and $ 750,037 , respectively, not including executive
and employee forfeits. As of March 31, 2025 and December 31, 2024, there were approximately $ 4,048,602 and $ 4,333,337 , respectively, of
total unrecognized compensation costs related to the restricted share grants. Compensation expense associated with the restricted shares
is recognized on a quarterly basis over the respective vesting periods.
The following table summarizes
the activities for the Company’s restricted share grants for the three months ended March 31, 2025 under the Amended & Restated
2019 Equity Incentive Plan:
SCHEDULE
OF EQUITY INCENTIVE PLAN
Number of Restricted Shares
Outstanding as of December 31, 2024 (1)
532,136
Granted
3,000
Vested (2)
( 80,610 )
Forfeited
( 10,000 )
Outstanding as of March 31, 2025
444,526
Vested as of March 31, 2025
1,031,727
_________________________________
(1) Not including unvested dividends.
(2) The balance of vested shares reflects the total shares vested during the
period and has not been reduced for those vested shares forfeited at time of vest related to net share settlement.
41
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SURO CAPITAL CORP. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2025
The Amended & Restated 2019
Equity Incentive Plan provides for the concept of “net share settlement.” Specifically, it provides that the Company is authorized
to withhold the Common Stock at the time the restricted shares are vested and taxed in satisfaction of the Participant’s tax obligations.
NOTE 12— SUBSEQUENT
EVENTS
Portfolio Activity
From April 1, 2025 through
May 6, 2025, the Company made the following investment (not including capitalized transaction costs).
SCHEDULE OF INVESTMENTS
Portfolio Company
Investment
Transaction Date
Amount
Plaid Inc. (1)
Class A Common Shares
4/4/2025
$
4,999,874
Total
$
4,999,874
_________________________________
(1) SuRo Capital’s investment in the Class A Common Shares of Plaid Inc. was made
through 1789 Capital Nirvana II LP, an SPV in which SuRo Capital Corp. is the Sole Limited Partner. SuRo Capital paid a 7% origination
fee at the time of investment.
The Company is frequently in
negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally
subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include
approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights
by the seller or the Company. Equity investments made through the secondary market may involve making deposits in escrow accounts until
the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.
NOTE 13— SUPPLEMENTAL FINANCIAL DATA
Summarized Financial Information of Unconsolidated
Subsidiaries
In accordance with the SEC’s
Regulation S-X and GAAP, the Company is not permitted to consolidate any subsidiary or other entity that is not an investment company,
including those in which the Company has a controlling interest; however, the Company must disclose certain financial information related
to any subsidiaries or other entities that are considered to be “significant subsidiaries” under the applicable rules of Regulation S-X.
In May 2020, the SEC adopted
rule amendments that impacted the requirement of investment companies, including BDCs, to disclose the financial statements of certain
of their portfolio companies or acquired funds (the “Final Rules”). The Final Rules adopted a new definition of “significant
subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act. Rules 3-09 and 4-08(g) of Regulation S-X require
investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s
periodic reports for any portfolio company that meets the definition of “significant subsidiary.” The Final Rules amended
the definition of “significant subsidiary” in a manner that was intended to more accurately capture those portfolio companies
that were more likely to materially impact the financial condition of an investment company.
The Company’s controlled
portfolio company as of March 31, 2025, Colombier Sponsor II LLC, did not meet the definition of a “significant subsidiary”
as set forth in Rule 1-02(w)(2) of Regulation S-X. The Company’s three controlled portfolio companies as of March 31, 2024, SPBRX,
INC. (f/k/a GSV Sustainability Partners, Inc.), Architect Capital PayJoy SPV, LLC, and Colombier Sponsor II LLC, did not meet the definition
of significant subsidiaries under the Final Rules.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This quarterly report on Form
10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical
facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments,
our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,”
“plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,”
“would,” “could,” “should,” “targets,” “projects,” and variations of these
words and similar expressions are intended to identify forward-looking statements.
The forward-looking statements
contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, without limitation, statements as to:
● our future operating results;
● our dependence upon our management team and key investment professionals;
● our business prospects and the prospects of our portfolio companies;
● our ability to manage our business and future growth;
● the impact of investments that we expect to make;
● risks related to investments in growth-stage companies, other venture capital-backed companies, and generally
U.S. companies;
● our contractual arrangements and relationships with third parties;
● our ability to make distributions;
● the dependence of our future success on the general economy and its impact on the industries in which
we invest;
● risks related to the uncertainty of the value of our portfolio investments;
● the ability of our portfolio companies to achieve their objectives;
● change in political, economic or industry conditions;
● our expected financings and investments;
● the impact of changes in laws or regulations (including the interpretation thereof), including tax laws,
on our operations and/or the operation of our portfolio companies;
● the adequacy of our cash resources and working capital;
● risks related to market volatility, including general price and volume fluctuations in stock markets;
and
● the timing of cash flows, if any, from the operations of our portfolio companies.
These statements are not guarantees
of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to
predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including,
without limitation:
● an economic downturn could impair our portfolio companies’ ability to continue to operate, which
could lead to the loss of some or all of our investments in such portfolio companies;
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● an economic downturn could disproportionately impact the market sectors in which a significant portion
of our portfolio is concentrated, causing us to suffer losses in our portfolio;
● a contraction of available credit and/or an inability to access the equity markets could impair our investment
activities;
● increases in inflation or an inflationary economic environment could adversely affect our portfolio companies’
operating results, causing us to suffer losses in our portfolio;
● interest rate volatility could adversely affect our results, particularly because we use leverage as part
of our investment strategy; and
● the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors”
in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC.
Although we believe that the
assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate,
and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our
ability to originate new investments, certain margins and levels of profitability and the availability of additional capital. In light
of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should
not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those
described or identified in our quarterly reports on Form 10-Q and our annual report on Form 10-K in the “Risk Factors” sections.
You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form
10-Q. The following analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated
financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q.
Overview
We are an internally managed,
non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”)
under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify
annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the
“Code”).
Our investment objective is
to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related investments, and
to a lesser extent, income from debt investments. We invest principally in the equity securities of what we believe to be rapidly growing
venture capital-backed emerging companies. We acquire our investments through direct investments in prospective portfolio companies, secondary
marketplaces for private companies, negotiations with selling stockholders, and through investments in special purpose vehicles (“SPVs”)
and investment funds that invest directly in the equity or debt of a single private issuer. In addition, we may invest in private credit
and in the founders equity, founders warrants, venture capital investment funds, and private investment in public equity (“PIPE”)
transactions of special purpose acquisition companies (“SPACs”). We may also invest on an opportunistic basis in select publicly
traded equity securities or certain non-U.S. companies that otherwise meet our investment criteria, subject to applicable requirements
of the 1940 Act. To the extent we make investments in private equity funds and hedge funds that are excluded from the definition of “investment
company” under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, we will limit such investments to no more than 15% of
our net assets.
In regard to the regulatory
requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible portfolio companies,”
and thus may not be considered “qualifying assets.” “Eligible portfolio companies” generally include U.S. companies
that are not investment companies and that do not have securities listed on a national exchange. If at any time less than 70% of our gross
assets are comprised of qualifying assets, including as a result of an increase in the value of any non-qualifying assets or decrease
in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets until such
time as 70% of our then-current gross assets were comprised of qualifying assets. We would not be required, however, to dispose of any
non-qualifying assets in such circumstances.
Our investment philosophy is
based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies across several key industry
themes which may include, among others, Software-as-a-Service, Artificial Intelligence Infrastructure & Applications, Consumer Goods
& Services, Education Technology, Logistics & Supply Chain, Financial Technology & Services, and SuRo Sports. Our investment
decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations,
focusing on the portfolio company’s growth potential, the quality of recurring revenues, and path to profitability, as well as an
understanding of key market fundamentals. Venture capital funds or other institutional investors have invested in the vast majority of
companies we evaluate.
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We seek to deploy capital primarily
in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock and similar forms
of senior equity, which may or may not be convertible into a portfolio company’s common equity, and convertible debt securities
with a significant equity component. Typically, our preferred stock investments are non-income producing, have different voting rights
than our common stock investments and are generally convertible into common stock at our discretion. As our investment strategy is primarily
focused on equity positions, our investments generally do not produce current income and therefore we may be dependent on future capital
raising to meet our operating needs if no other source of liquidity is available.
We seek to create a low-turnover
portfolio that includes investments in companies representing a broad range of investment themes.
Our History
We formed in 2010 as a Maryland
corporation and operate as an internally managed, non-diversified closed-end management investment company. Our investment activities
are supervised by our Board of Directors and managed by our executive officers and investments professionals, all of which are our employees.
Our date of inception was January
6, 2011, which is the date we commenced development stage activities. We commenced operations as a BDC upon completion of our IPO in May
2011 and began our investment operations during the second quarter of 2011.
On and effective March 12, 2019,
our Board of Directors approved our Internalization, 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. Our Board of Directors approved the Internalization in
order to better align the interests of our stockholders with its management. As an internally managed BDC, we are managed by our employees,
rather than the employees of an external investment adviser, thereby allowing for greater transparency to stockholders through robust
disclosure regarding our compensation structure. As a result of the Internalization, we no longer pay any fees or expenses under an investment
advisory agreement or administration agreement, and instead pay the operating costs associated with employing investment management professionals
including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.
Portfolio and Investment Activity
Three Months Ended March 31, 2025
The value of our investment portfolio
will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio
resulting from purchases of new and follow-on investments and the sales of existing investments. The fair value as of March 31, 2025 of
all of our portfolio investments was $213,577,198.
During the three months ended
March 31, 2025, we funded investments in an aggregate amount of $1,303,010 (not including capitalized transaction costs) as shown in the
following table:
Portfolio Company
Investment
Transaction Date
Gross Payments
Orchard Technologies, Inc.
Senior Preferred shares, Series 1
1/31/2025
$ 222,210
Orchard Technologies, Inc.
Simple Agreement for Future Equity
1/31/2025
80,800
Whoop, Inc.
Simple Agreement for Future Equity
2/6/2025
1,000,000
Total
$ 1,303,010
During the three months ended
March 31, 2025, we capitalized fees of $4,568.
During the three months ended March 31, 2025, we did not exit or receive proceeds from any of our investments, and
realized a net loss on investments of $17,951 (including adjustments to amounts held in escrow receivable).
During the three months ended
March 31, 2025, we did not write-off any investments.
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Three Months Ended March 31, 2024
The value of our investment portfolio
will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio
resulting from purchases of new and follow-on investments and the sales of existing investments. The fair value, as of March 31, 2024,
of all of our portfolio investments, excluding short-term U.S. Treasury bills, was $175,015,571.
During the three months ended
March 31, 2024, we funded investments in an aggregate amount of $9,999,996 (not including capitalized transaction costs or investments
in short-term U.S. Treasury bills) as shown in the following table:
Portfolio Company
Investment
Transaction Date
Gross Payments
Supplying Demand, Inc. (d/b/a Liquid Death)
Preferred shares, Series F-1
1/18/2024
$ 9,999,996
Total
$ 9,999,996
During the three months ended
March 31, 2024, we capitalized fees of $3,938.
During the three months ended
March 31, 2024, we exited or received proceeds from investments in the amount of $318,316, net of transaction costs, and realized a net
loss on investments of $424,074 (including adjustments to amounts held in escrow receivable) as shown in following table:
Portfolio Company
Transaction Date
Quantity
Average Net Share Price (1)
Net Proceeds
Realized Gain/(Loss) (2)
Nextdoor Holdings, Inc. (3)
Various
112,420
$ 1.92
$ 215,318
$ (411,151 )
PSQ Holdings, Inc. (d/b/a PublicSquare) - Warrants (4)
Various
100,000
1.03
102,998
60,067
Total
$ 318,316
$ (351,084 )
_________________________________
(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/(loss) does not include adjustments to amounts held in escrow
receivable.
(3) As of February 23, 2024, we had sold our remaining Nextdoor Holdings, Inc.
public common shares.
(4) As of March 31, 2024, we held 2,296,037 remaining PSQ Holdings, Inc. (d/b/a
PublicSquare) warrants.
During the three months ended March 31, 2024, we did
not write-off any investments.
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Results of Operations
Comparison of the Three Months Ended March 31,
2025 and 2024
Operating results for the three
months ended March 31, 2025 and 2024 are as follows:
Three Months Ended March 31,
2025
2024
Total Investment Income
$ 499,094
$ 1,528,091
Interest income
150,647
1,506,216
Dividend income
348,447
21,875
Total Operating Expenses
$ 4,160,863
$ 4,750,993
Compensation expense
1,667,835
2,185,318
Directors’ fees
170,565
171,113
Professional fees
750,224
728,559
Interest expense
1,259,849
1,214,267
Income tax expense
2,796
2,100
Other expenses
309,594
449,636
Net Investment Loss
$ (3,661,769 )
$ (3,222,902 )
Net realized loss on investments
(17,951 )
(424,074 )
Realized loss on partial repurchase of 6.00% Notes due December 30, 2026
(15,873 )
—
Net change in unrealized appreciation/(depreciation) of investments
2,888,878
(18,418,370 )
Net Change in Net Assets Resulting from Operations
$ (806,715 )
$ (22,065,346 )
Investment Income
Investment income
decreased to $499,094 for the three months ended March 31, 2025 from $1,528,091 for the three months ended March 31, 2024. The net
decrease between periods was primarily due to the cessation of interest income from short-term U.S. Treasury bills and a decrease in
interest income received on cash, and in addition to no longer receiving interest income from Architect Capital PayJoy SPV, LLC
following the redemption of our investment in June 2024. Additional decreases were related to a decrease in interest income from
interest accruals of debt investments in Xgroup Holdings Limited (d/b/a Xpoint), and a decrease in dividend income from Aventine due
to the pause placed on their declaration of dividends that began in August 2024. The decreases were offset by an increase in dividend income from CW Opportunity 2 LP during the three months ended March
31, 2025, relative to the three months ended March 31, 2024.
Operating Expenses
Total operating expenses
decreased to $4,160,863 for the three months ended March 31, 2025 from $4,750,993 for the three months ended March 31, 2024. The
decrease in operating expense was primarily due to decreases in compensation expense and other expenses, offset by an increase in
professional fees and interest expense during the three months ended March 31, 2025, relative to the three months ended March 31,
2024.
Net Investment Loss
For the three months ended March
31, 2025, we recognized a net investment loss of $3,661,769, compared to a net investment loss of $3,222,902 for the three months ended
March 31, 2024. The change between periods resulted from a decrease in total investment income and operating expenses during the three
months ended March 31, 2025, relative to the three months ended March 31, 2024.
Net Realized Loss on Investments
For the three months ended March
31, 2025, we recognized a net realized loss on our investments of $17,951, compared to a net realized loss of $424,074 for the three months
ended March 31, 2024. The components of our net realized losses on portfolio investments for the three months ended March 31, 2025 and
2024, excluding short-term U.S. Treasury bills and fluctuations in escrow receivables estimates, are reflected in the tables above, under
“—Portfolio and Investment Activity.”
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Net Change in Unrealized Appreciation/(Depreciation)
of Investments
For the three months ended March
31, 2025, we had a net change in unrealized appreciation/(depreciation) of $2,888,878. For the three months ended March 31, 2024, we had
a net change in unrealized appreciation/(depreciation) of $(18,418,370). The following tables summarize, by portfolio company, the significant
changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended March 31, 2025 and 2024.
Portfolio Company
Net Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended March 31, 2025
Portfolio Company
Net Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended March 31, 2024
ARK Type One Deep Ventures Fund LLC
$ 10,164,967
ServiceTitan, Inc.
$ 1,445,375
Colombier Sponsor II LLC
8,610,476
FourKites, Inc.
1,054,724
Whoop, Inc.
5,421,854
Forge Global, Inc.
(1,718,813 )
PSQ Holdings, Inc. (d/b/a PublicSquare)
(1,023,741 )
Residential Homes for Rent, LLC (d/b/a Second Avenue)
(1,798,087 )
Locus Robotics Corp.
(1,101,665 )
StormWind, LLC
(1,895,784 )
Canva, Inc.
(1,160,056 )
Learneo, Inc. (f/k/a Course Hero, Inc.)
(12,999,032 )
Learneo, Inc. (f/k/a Course Hero, Inc.)
(1,364,790 )
Blink Health, Inc.
(1,881,034 )
CoreWeave, Inc.
(3,439,087 )
FourKites, Inc.
(4,636,617 )
CW Opportunity 2 LP
(5,493,634 )
Other (1)
(1,207,795 )
Other (1)
(2,506,753 )
Total
$ 2,888,878
Total
$ (18,418,370 )
_______________________
(1) “Other”
represents investments for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the
three months ended March 31, 2025 and 2024.
Liquidity and Capital Resources
Our liquidity and capital resources
are generated primarily from the sales of our investments and the net proceeds from public offerings of our equity and debt securities,
including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under “Equity Issuances
and Debt Capital Activities — At-the-Market Offering”. In addition, on December 17, 2021, we issued $75.0 million aggregate
principal amount of our 6.00% Notes due 2026 (the “6.00% Notes due 2026”),
of which $39.7 million remain outstanding as of March 31, 2025. On August 14, 2024, we issued $25.0 million in aggregate principal amount
of 6.50% Convertible Notes due 2029, and on October 9, 2024 and January 16, 2025, we issued $5.0 million and $5.0 million, respectively,
in aggregate principal amount of the Additional Notes (as defined below), all of which remain outstanding. For additional information,
see “Equity Issuances and Debt Capital Activities - 6.50% Convertible Notes due 2029” below and “Note 10—Debt Capital
Activities” to our Condensed Consolidated Financial Statements as of March 31, 2025.
Our primary uses of cash are
to make investments, pay our operating expenses, and make distributions to our stockholders. For the three months ended March 31,
2025 and 2024, our operating expenses, including interest payments on our debt obligations, were $4,160,863 and $4,750,993, respectively.
Cash Reserves and Liquid Securities
March 31, 2025
December 31, 2024
Cash
$ 16,180,542
$ 20,035,640
Securities of publicly traded portfolio companies:
Unrestricted securities (1)
1,931,351
3,563,407
Subject to other sales restrictions(2)
20,406,410
14,027,713
Securities of publicly traded portfolio companies
22,337,761
17,591,120
Total Cash Reserves and Liquid Securities
$ 38,518,303
$ 37,626,760
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_______________________
(1) “Unrestricted securities” represents common stock and warrants
of our publicly traded portfolio companies that are not currently subject to any restrictions upon sale. We may incur losses.
(2) Securities of publicly traded portfolio companies “subject to other
sales restrictions” represents common stock of our publicly traded portfolio companies that are currently subject to certain lock-up
restrictions.
During the three months ended
March 31, 2025, cash decreased to $16,180,542 from $20,035,640 at the beginning of the year. The decrease in cash was primarily due to
the purchase of new investments, payment of our operating expenses, and payment of interest on the 6.00% Notes due 2026 and 6.50% Convertible
Notes due 2029. The decrease was offset by investment income received.
Currently, we believe we have
ample liquidity to support our near-term capital requirements. Consistent with past and current practices, we will continue to evaluate
our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon the current circumstances.
Contractual Obligations
A summary of our significant
contractual payment obligations as of March 31, 2025 is as follows:
Payments Due By Period (in millions)
Total
Less than
1 year
1–3 years
3–5 years
More than
5 years
6.00% Notes due 2026 (1)
$ 39.7
$ —
$ 39.7
$ —
$ —
6.50% Convertible Notes due 2029 (2)
35.0
—
—
35.0
—
Operating lease liability
0.5
0.1
0.3
<0.01
—
Total
$ 75.2
$ 0.1
$ 40.0
$ 35.0
$ —
_______________________
(1) Reflects the principal balance payable for the 6.00% Notes due 2026 as of
March 31, 2025. Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated Financial Statements as of
March 31, 2025 for more information.
(2) Reflects the principal balance payable for the 6.50% Convertible Notes due
2029 as of March 31, 2025. Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated Financial Statements
as of March 31, 2025 for more information.
Share Repurchase Program
During the three months ended
March 31, 2025, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program. During
the three months ended March 31, 2024, we did not repurchase any shares of our common stock under the discretionary open-market Share
Repurchase Program. As of March 31, 2025, the dollar value of shares that remained available to be purchased under the Share Repurchase
Program was approximately $25.0 million. Currently, the Share Repurchase Program is authorized until the earlier of (i) October 31, 2025
or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.
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 (the “Exchange
Act”), and the rules promulgated thereunder. For more information on the Share Repurchase Program, see “Note 5—Common
Stock” to our Condensed Consolidated Financial Statements as of March 31, 2025.
Off-Balance Sheet Arrangements
As of March 31, 2025 and December
31, 2024, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices. However,
we may employ hedging and other risk management techniques in the future.
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Equity Issuances and Debt Capital Activities
At-the-Market Offering
On July 29, 2020, we established
an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market Sales Agreement dated July 29, 2020 (as
amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with BTIG LLC, Citizens JMP Securities, LLC (f/k/a
JMP Securities LLC), Ladenburg Thalmann & Co. Inc. and Barrington Research Associates, Inc. (collectively, the “Agents”).
Under the Sales Agreement, we may, but have no obligation to, issue and sell up to $150.0 million in aggregate amount of shares of our
common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account. We intend to
use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with our investment objective and strategy
and for general corporate purposes.
During the three months ended
March 31, 2025 and 2024, we did not issue or sell Shares under the ATM Program. As of March 31, 2025 and March 31, 2024, up to approximately
$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 Condensed Consolidated Financial Statements as of March 31, 2025 for more information regarding the ATM Program.
6.00% Notes due 2026 - Note Repurchase Program
On December 17, 2021, we issued
$ 70.0 million aggregate principal amount of 6.00 % Notes due 2026, which 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. On December 21, 2021,
we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026. We received approximately $73.0 million in proceeds
from the offering, net of underwriting discounts and commissions and other offering expenses. The 6.00% Notes due 2026 have a maturity
date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms. We have 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 aggregate principal amount thereof plus accrued and unpaid interest.
On August 6, 2024, our Board
of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”) which allows us to repurchase
up to $35.0 million of our 6.00% Notes due 2026 through open market purchases, including block
purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31,
2024, the Company repurchased and retired $30.3 million of aggregate principal amount of the 6.00% Notes due 2026. During the three months
ended March 31, 2025, the Company repurchased and retired $5.0 million of aggregate principal amount of the 6.00% Notes due 2026, resulting
in the total use of the authorized amount under the Note Repurchase Program.
Refer to “Note 10—Debt
Capital Activities” to our Condensed Consolidated Financial Statements as of March 31, 2025 for more information regarding the 6.00%
Notes due 2026.
6.50% Convertible Notes due 2029
On August 14, 2024, we issued
$25.0 million aggregate principal amount of the 6.50% Convertible Notes due 2029 to a private purchaser (the “Purchaser”), which
bear interest at a rate of 6.50% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year,
commencing on September 30, 2024. We received $24.3 million in proceeds from the issuance, net of underwriting discounts and commissions.
Under the purchase agreement governing the 6.50% Convertible Notes due 2029 (the “Notes Purchase Agreement”), upon mutual agreement
between the Company and the Purchaser, we may issue additional 6.50% Convertible Notes due 2029 for sale in subsequent offerings to the
Purchaser (the “Additional Notes”), or issue additional notes with modified pricing terms (the “New Notes”), in
the aggregate for both the Additional Notes and the New Notes, up to a maximum of $50.0 million in one or more private offerings. Pursuant
to the Notes Purchase Agreement, on October 9, 2024, we issued $5.0 million of Additional Notes to the Purchaser, and on January 16, 2025,
we issued an additional $5.0 million of Additional Notes to the Purchaser, which Additional Notes are treated as a single series with
the initial issuance of the 6.50% Convertible Notes due 2029. The 6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously
repurchased, redeemed or converted in accordance with their terms. We do not have the right to redeem the 6.50% Convertible Notes due
2029 prior to August 6, 2027.
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The 6.50% Convertible Notes due
2029 are convertible into shares of our common stock at the Purchaser’s sole discretion at an initial conversion rate of 129.0323
shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029, subject to adjustment as provided in the Notes
Purchase Agreement.
Refer to “Note 10—Debt
Capital Activities” to our Condensed Consolidated Financial Statements as of March 31, 2025 for more information regarding the 6.50%
Convertible Notes due 2029.
Distributions
The timing and amount of our
distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution.
The following table lists the distributions, including dividends and returns of capital, if any, per share that we have declared since
our formation through March 31, 2025. The table is divided by fiscal year according to record date:
Date Declared
Record Date
Payment Date
Amount per Share
Fiscal 2015:
November 4, 2015 (1)
November 16, 2015
December 31, 2015
$ 2.76
Fiscal 2016:
August 3, 2016 (2)
August 16, 2016
August 24, 2016
0.04
Fiscal 2019:
November 5, 2019 (3)
December 2, 2019
December 12, 2019
0.20
December 20, 2019 (4)
December 31, 2019
January 15, 2020
0.12
Fiscal 2020:
July 29, 2020 (5)
August 11, 2020
August 25, 2020
0.15
September 28, 2020 (6)
October 5, 2020
October 20, 2020
0.25
October 28, 2020 (7)
November 10, 2020
November 30, 2020
0.25
December 16, 2020 (8)
December 30, 2020
January 15, 2021
0.22
Fiscal 2021:
January 26, 2021 (9)
February 5, 2021
February 19, 2021
0.25
March 8, 2021 (10)
March 30, 2021
April 15, 2021
0.25
May 4, 2021 (11)
May 18, 2021
June 30, 2021
2.50
August 3, 2021 (12)
August 18, 2021
September 30, 2021
2.25
November 2, 2021 (13)
November 17, 2021
December 30, 2021
2.00
December 20, 2021 (14)
December 31, 2021
January 14, 2022
0.75
Fiscal 2022:
March 8, 2022 (15)
March 25, 2022
April 15, 2022
0.11
Total
$ 12.10
___________________
(1) The distribution was paid in cash or shares of our common stock at the election of stockholders, although
the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all
stockholders. As a result of stockholder elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu of cash,
or approximately 14.8% of our outstanding shares prior to the distribution, as well as cash of $26,358,885. The number of shares of common
stock comprising the stock portion was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average
trading price per share of our common stock on December 28, 29 and 30, 2015. None of the $2.76 per share distribution represented
a return of capital.
(2) Of the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from
realized gains, and $66,487 represented a return of capital.
(3) All of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized
gains. None of the distribution represented a return of capital.
(4) All of the $2,107,709 distribution paid on January 15, 2020 represented
a distribution from realized gains. None of the distribution represented a return of capital.
(5) All of the $2,516,452 distribution paid on August 25, 2020 represented
a distribution from realized gains. None of the distribution represented a return of capital.
(6) All of the $5,071,326 distribution paid on October 20, 2020 represented
a distribution from realized gains. None of the distribution represented a return of capital.
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(7) All of the $4,978,504 distribution paid on November 30, 2020 represented
a distribution from realized gains. None of the distribution represented a return of capital.
(8) All of the $4,381,084 distribution paid on January 15, 2021 represented
a distribution from realized gains. None of the distribution represented a return of capital.
(9) All of the $4,981,131 distribution paid on February 19, 2021 represented
a distribution from realized gains. None of the distribution represented a return of capital.
(10) All of the $6,051,304 distribution paid on April 15, 2021 represented
a distribution from realized gains. None of the distribution represented a return of capital.
(11) The distribution was paid in cash or shares of our common stock
at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of
the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,335,527
shares of common stock issued in lieu of cash, or approximately 9.6% of our outstanding shares prior to the distribution, as well as
cash of $29,987,589. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.07 per
share, which equaled the average of the volume weighted-average trading price per share of our common stock on May 12, 13, and 14, 2021.
None of the $2.50 per share distribution represented a return of capital.
(12) The distribution was paid in cash or shares of our common stock
at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of
the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,225,193
shares of common stock issued in lieu of cash, or approximately 8.4% of our outstanding shares prior to the distribution, as well as
cash of $29,599,164. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.55 per
share, which equaled the average of the volume weighted-average trading price per share of our common stock on August 11, 12, and 13,
2021. None of the $2.25 per share distribution represented a return of capital.
(13) The distribution was paid in cash or shares of our common stock
at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of
the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,170,807
shares of common stock issued in lieu of cash, or approximately 7.5% of our outstanding shares prior to the distribution, as well as
cash of $28,494,812. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.39 per
share, which equaled the average of the volume weighted-average trading price per share of our common stock on November 11, 12, and 13,
2021. None of the $2.00 per share distribution represented a return of capital.
(14) All of the $23,338,915 distribution paid on January 14, 2022 represented
a distribution from realized gains. None of the distribution represented a return of capital.
(15) All of the $3,441,824 distribution paid on April 15, 2022 represented
a distribution from realized gains. None of the distribution represented a return of capital.
We intend to focus on making
equity investments from which we will derive primarily capital gains. As a consequence, we do not anticipate that we will pay distributions
on a quarterly basis or become a predictable distributor of distributions, and we expect that our distributions, if any, will be much
less consistent than the distributions of other BDCs that primarily make debt investments. If there are earnings or realized capital gains
to be distributed, we intend to declare and pay a distribution at least annually. The amount of realized capital gains available for distribution
to stockholders will be impacted by our tax status.
Our current intention is to
make any future distributions out of assets legally available therefrom in the form of additional shares of our common stock under our
dividend reinvestment plan (“DRIP”), except in the case of stockholders who elect to receive dividends and/or long-term capital
gains distributions in cash. Under the DRIP, if a stockholder owns shares of common stock registered in its own name, the stockholder
will have all cash distributions (net of any applicable withholding) automatically reinvested in additional shares of common stock unless
the stockholder opts out of our DRIP by delivering a written notice to our dividend paying agent prior to the record date of the next
dividend or distribution. Any distributions reinvested under the plan will nevertheless be treated as received by the U.S. stockholder
for U.S. federal income tax purposes, although no cash distribution has been made. As a result, if a stockholder does not elect to opt
out of the DRIP, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder
will not receive a corresponding cash distribution. Stockholders that hold shares in the name of a broker or financial intermediary should
contact the broker or financial intermediary regarding any election to receive distributions in cash.
So long as we qualify as a RIC,
we generally will not be subject to U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at
least annually to our stockholders as dividends. To the extent all our ordinary income and capital gains are timely distributed to our
stockholders as dividends, any tax liability related to income earned by the RIC will represent obligations of our investors and will
not be reflected in our consolidated financial statements. See “Note 2—Significant Accounting Policies— U.S. Federal
and State Income Taxes ” and “Note 9—Income Taxes” to our Consolidated Financial Statements as of March 31,
2025 for more information. The Taxable Subsidiaries included in our Consolidated Financial Statements are subject to U.S. federal income
tax imposed at corporate rates on their income, regardless of whether we are taxed as a RIC. The Taxable Subsidiaries are not consolidated
for U.S. federal income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such
income tax expenses and deferred taxes, if any, will be reflected in our Consolidated Financial Statements.
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Critical Accounting Estimates and Policies
Critical accounting policies
and practices are the policies that are both most important to the portrayal of our financial condition and results, and require management’s
most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are
inherently uncertain. These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported
amounts of assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain
revenues and expenses during the reporting period. It is likely that changes in these estimates will occur in the near term. Our estimates
are inherently subjective in nature and actual results could differ materially from such estimates. See “Note 2—Significant
Accounting Policies” to our Condensed Consolidated Financial Statements as of March 31, 2025 for further detail regarding our critical
accounting policies and recently issued or adopted accounting pronouncements.
Related-Party Transactions
See “Note 3—Related-Party
Arrangements” to our Condensed Consolidated Financial Statements as of March 31, 2025 for more information.
Recent Developments
Portfolio Activity
Please refer to “Note 12—Subsequent
Events” to our Condensed Consolidated Financial Statements as of March 31, 2025 for details regarding activity in our investment
portfolio from April 1, 2025 through May 6, 2025.
We are frequently in negotiations
with various private companies with respect to investments in such companies. Investments in private companies are generally subject to
satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval
of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the
seller or us. 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.
Item 3. Quantitative and Qualitative Disclosures
about Market Risk
Market Risk
Our equity investments are primarily
in growth companies that in many cases have short operating histories and are generally illiquid. In addition to the risk that these companies
may fail to achieve their objectives, the price we may receive for these companies in private transactions may be significantly impacted
by periods of disruption and instability in the capital markets. While these periods of disruption generally have little actual impact
on the operating results of our equity investments, these events may significantly impact the prices that market participants will pay
for our equity investments in private transactions. This may have a significant impact on the valuation of our equity investments.
Valuation Risk
Our investments may not have
a readily available market quotation, as such term is defined in Rule 2a-5 under the 1940 Act, and we value these investments at fair
value as determined in good faith by our Board of Directors in accordance with our valuation policy. There is no single standard for determining
fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances
of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the
inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of
our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ
significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference
could be material. In addition, if we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize
amounts that are different from the amounts presented and such differences could be material.
Interest Rate Risk
We are subject to financial market
risks, which could include, to the extent we utilize leverage with variable rate structures, changes in interest rates. As we invest primarily
in equity rather than debt instruments, we would not expect fluctuations in interest rates to directly impact the return on our portfolio
investments, although any significant change in market interest rates could potentially have an adverse effect on the business, financial
condition and results of operations of the portfolio companies in which we invest. As of March 31, 2025, all of our debt investments and
outstanding borrowings bore fixed rates of interest.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of March 31, 2025, our management,
including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and provided reasonable assurance
that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time
periods specified by the SEC and that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. However, in evaluating
the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its
judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
Changes in Internal Control Over Financial Reporting
There have been no changes in
our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred
during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
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PART II
Item 1. Legal Proceedings
We are not currently subject
to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time,
we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of
our rights under contracts with our portfolio companies. Furthermore, third parties may seek to impose liability on us in connection with
the activities of our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings
against us. While the outcome of any future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that
any such future proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors
Investing in our securities
involves a number of significant risks. In addition to the other information contained in this report, you should carefully consider the
factors discussed in our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 12, 2025,
which could materially affect our business, financial condition and/or operating results. Although the risks described in our annual report
on Form 10-K for the fiscal year ended December 31, 2024 represent the principal risks associated with an investment in us, they are not
the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, might
materially and adversely affect our business, financial condition and/or operating results. Other than as stated below, there have been
no material changes to the risk factors discussed in “Item 1A. Risk Factors” of Part I of our annual report on Form 10-K for
the fiscal year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Equity Securities
We did not sell any equity securities
during the period covered in this report that were not registered under the Securities Act of 1933, as amended.
Issuer Purchases of Equity Securities (1)
Information relating to our purchases of our common
stock during the three months ended March 31, 2025 is as follows:
Period
Total
Number of
Shares
Purchased (2)
Average
Price Paid
Per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or Programs
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Share
Repurchase
Program
January 1 through January 31, 2025
—
$ —
—
$ 25,000,000
February 1 through February 28, 2025
—
—
—
25,000,000
March 1 through March 31, 2025
—
—
—
25,000,000
Total
—
—
_______________________
(1) On October 9, 2024, our Board of Directors approved an extension of, and
an increase in the amount of shares of our common stock that may be repurchased under, the Share Repurchase Program until the earlier
of (i) October 31, 2025 or (ii) the repurchase of $64.3 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. The Share
Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate us to acquire any specific
number of shares of our common stock. During the three months ended March 31, 2025, we did not repurchase shares of common stock under
the Share Repurchase Program. As of March 31, 2025, the dollar value of shares that remained available to be purchased under the Share
Repurchase Program was approximately $25.0 million. For more information on the Share Repurchase Program, see “Note 5 — Common
Stock” to our Condensed Consolidated Financial Statements as of March 31, 2025.
(2) Includes purchases of our common stock made on the open market by or on
behalf of any “affiliated purchaser,” as defined in Exchange Act Rule 10b-18(a)(3), of the Company.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine
Safety Disclosures
Not applicable.
Item 5. Other Information
(a) None.
(b) None.
(c) For the period covered
by this Quarterly Report on Form 10-Q, no director or officer of the Company has entered into any (i) contract, instruction or
written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule
10b5-1 (c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.
The Company has adopted insider
trading policies and procedures governing the purchase, sale, and disposition of the Company’s securities by officers and directors of
the Company that are reasonably designed to promote compliance with insider trading laws, rules and regulations.
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Item 6. Exhibits
The following exhibits are filed
as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
3.1
Articles
of Amendment and Restatement (1)
3.2
Articles
of Amendment (2)
3.3
Articles
of Amendment (3)
3.4
Articles
of Amendment (4)
3.5
Second
Amended and Restated Bylaws (4)
4.1
Base
Indenture, dated March 28, 2018, by and between the Registrant and U.S. Bank National Association, as trustee (5)
4.2
Second
Supplemental Indenture, dated December 17, 2021, relating to the 6.00% Notes due 2026, by and between the Company and U.S. Bank National
Association, as trustee (6)
4.3
Form
of 6.00% Notes due 2026 (incorporated by reference to Exhibit 4.2) (6)
4.4
Description
of Securities (7)
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Schema Document
101.CAL
Inline XBRL Calculation Link base Document
101.DEF
Inline XBRL Definition Link base Document
101.LAB
Inline XBRL Label Link base Document
101.PRE
Inline XBRL Presentation Link base Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
(1) Previously filed in connection with Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File
No. 333-171578), filed on March 30, 2011, and incorporated by reference herein.
(2) Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852), filed on June 1, 2011,
and incorporated by reference herein.
(3) Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on August 1, 2019,
and incorporated by reference herein.
(4) Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on June 16, 2020,
and incorporated by reference herein.
(5) Previously filed in connection with the Registrant’s Registration Statement on Form N-2 (File No. 333-239681), filed on July 2, 2020,
and incorporated by reference herein.
(6) Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on December 17, 2021, and
incorporated by reference herein.
(7) Previously filed in connection with the Registrant’s Annual Report on Form 10-K (File No. 814-00852) filed on March 11, 2022,
and incorporated by reference herein.
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SURO CAPITAL CORP.
Date:
May 7, 2025
By:
/s/
Mark D. Klein
Mark D. Klein
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
Date:
May 7, 2025
By:
/s/
Allison Green
Allison Green
Chief Financial Officer, Chief Compliance Officer, Treasurer, and Corporate Secretary
(Principal Financial and Accounting Officer)
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date:
May
7, 2025
By:
/s/
Mark D. Klein
Mark D. Klein
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
Date:
May
7, 2025
By:
/s/
Allison Green
Allison Green
Chief Financial Officer, Chief Compliance Officer,
Treasurer, and Corporate Secretary
(Principal Financial and Accounting Officer)
58
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.