Financial Statements
−Removed: CAPITAL CORP.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
+Added: CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND
+Added: 31, 2025 (UNAUDITED)
+Added: 31, 2024 (AUDITED)
Investments at fair value:
−Removed: Non-controlled/non-affiliate investments
−Removed: (cost of $ 219,324,308 and $ 160,994,161 , respectively)
+Added: Non-controlled/non-affiliate investments (cost of $ 235,908,892 and $ 234,601,314 , respectively)
$ 194,570,607
$ 198,511,915
−Removed: Non-controlled/affiliate investments (cost
−Removed: of $ 20,605,400 and $ 32,775,940 , respectively)
−Removed: Controlled investments
−Removed: (cost of $ 1,602,940 and $ 18,771,097 , respectively)
−Removed: Total Portfolio Investments
−Removed: Investments in U.S.
−Removed: bills (cost of $ 0 and $ 63,792,704 , respectively)
−Removed: Total Investments (cost of $ 241,532,648 and
−Removed: $ 276,333,902 , respectively)
−Removed: Proceeds receivable
+Added: Non-controlled/affiliate investments (cost of $ 20,605,400 and $ 20,605,400 , respectively)
+Added: Controlled investments (cost of $ 1,602,940 and $ 1,602,940 , respectively)
+Added: Total Investments (cost of $ 258,117,232 and $ 256,809,654 , respectively)
Escrow proceeds receivable
1 unchanged sentence
Deferred financing costs
−Removed: expenses and other assets (1)
−Removed: Accounts payable and accrued
−Removed: Dividends payable
+Added: Prepaid expenses and other assets (1)
6.00% Notes due December 30, 2026 (2)
−Removed: 6.50% Convertible Notes
−Removed: due August 14, 2029 (3)
−Removed: Commitments and contingencies
−Removed: (Notes 7 and 10)
+Added: 6.50% Convertible Notes due August 14, 2029 (3)
+Added: Accounts payable and accrued expenses (1)
+Added: Dividends payable
+Added: Total Liabilities
+Added: Commitments and contingencies (Notes 7 and 10)
$ 156,804,155
$ 157,572,086
−Removed: Common stock, par value $ 0.01 per share ( 100,000,000
+Added: Common stock, par value $ 0.01 per share ( 100,000,000 authorized;
23,551,859 and 23,601,566 issued and outstanding, respectively)
3 unchanged sentences
( 4,302,192 )
−Removed: Accumulated net realized loss on investments,
−Removed: net of distributions
+Added: Accumulated net realized loss on investments, net of distributions
( 17,442,921 )
( 17,409,097 )
−Removed: Accumulated net unrealized
−Removed: appreciation/(depreciation) of investments
+Added: Accumulated net unrealized appreciation/(depreciation) of investments
( 44,643,195 )
2 unchanged sentences
$ 157,572,086
−Removed: Asset Value Per Share
−Removed: accompanying notes to condensed consolidated financial statements.
+Added: Net Asset Value Per Share
+Added: See accompanying notes to condensed consolidated
+Added: financial statements.
balance includes a right of use asset and corresponding operating lease liability, respectively.
−Removed: Refer to “Note 7—Commitments
−Removed: and Contingencies— Operating Leases and Related Deposits ” for more detail.
−Removed: of September 30, 2024, the 6.00 % Notes due December 30, 2026 (the “ 6.00 % Notes due 2026”) (effective interest rate of
+Added: Refer to “Note 7—Commitments and Contingencies— Operating Leases and
+Added: Related Deposits ” for more detail.
+Added: of March 31, 2025, the 6.00 % Notes due December 30, 2026 (the “ 6.00 % Notes due 2026”)
+Added: (effective interest rate of 6.52 % ) had a
+Added: face value $ 39,667,650 .
+Added: As of December 31, 2024, the 6.00 % Notes due 2026 (effective interest
+Added: rate of 6.48 %) had a face value $ 44,667,400 .
+Added: Refer to “Note 10—Debt Capital Activities”
+Added: for a reconciliation of the carrying value to the face value.
+Added: of March 31, 2025, the 6.50 % Convertible Notes due August 14, 2029 (the “ 6.50 % Convertible
+Added: Notes due 2029”) (effective interest rate of 7.01 % )
had a face value $ 35,000,000 .
−Removed: As of December 31, 2023, the 6.00 % Notes due 2026 (effective interest rate of 6.53 %) had a face
−Removed: value $ 75,000,000 .
−Removed: Refer to “Note 10—Debt Capital Activities” for a reconciliation of the carrying value to the
−Removed: of September 30, 2024, the 6.50 % Convertible Notes due August 14, 2029 (the “ 6.50 % Convertible Notes due 2029”) (effective
−Removed: interest rate of 7.16 %) had a face value $ 25,000,000 .
−Removed: Refer to “Note 10—Debt Capital Activities” for a reconciliation
−Removed: of the carrying value to the face value.
−Removed: CAPITAL CORP.
+Added: As of December 31, 2024, the 6.50 % Convertible Notes due 2029
+Added: (effective interest rate of 7.06 %) had a face value $ 30,000,000 .Refer to “Note 10—Debt
+Added: Capital Activities” for a reconciliation of the carrying value to the face value.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
−Removed: Months Ended September 30,
−Removed: Months Ended September 30,
+Added: CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
+Added: Three Months Ended March 31,
INVESTMENT INCOME
6 unchanged sentences
Treasury bills
−Removed: Investment Income
+Added: Total Investment Income
OPERATING EXPENSES
Compensation expense
−Removed: Directors’ fees
−Removed: Professional fees
Interest expense
+Added: Professional fees
+Added: Directors’ fees
Income tax expense
Other expenses
−Removed: Operating Expenses
−Removed: Investment Loss
−Removed: ( 3,207,873 )
−Removed: ( 2,668,426 )
+Added: Total Operating Expenses
+Added: Net Investment Loss
( 3,661,769 )
( 3,222,902 )
−Removed: Realized Loss on
+Added: Realized Gain/(Loss) on Investments:
Non-controlled/non-affiliated investments
−Removed: ( 1,461,281 )
−Removed: ( 3,597,113 )
Non-controlled/affiliate investments
−Removed: ( 6,598,530 )
−Removed: ( 6,598,530 )
−Removed: ( 10,945,024 )
−Removed: Controlled investments
−Removed: ( 6,786,462 )
−Removed: ( 6,793,207 )
−Removed: Realized Loss on Investments
−Removed: ( 13,713,512 )
−Removed: ( 1,461,281 )
−Removed: ( 14,167,198 )
−Removed: ( 14,542,137 )
−Removed: Realized loss on partial
−Removed: repurchase of 6.00% Notes due December 30, 2026
−Removed: Change in Unrealized Appreciation/(Depreciation)
−Removed: of Investments:
+Added: Net Realized Loss on Investments
+Added: Realized loss on partial repurchase of 6.00 % Notes due December 30, 2026
+Added: Change in Unrealized Appreciation/(Depreciation) of Investments:
Non-controlled/non-affiliated investments
2 unchanged sentences
Non-controlled/affiliate investments
+Added: ( 2,016,699 )
Controlled investments
−Removed: Change in Unrealized Appreciation/(Depreciation) of Investments
+Added: Net Change in Unrealized Appreciation/(Depreciation) of Investments
( 18,418,370 )
−Removed: Change in Net Assets Resulting from Operations
+Added: Net Change in Net Assets Resulting from Operations
$ ( 806,715 )
$ ( 22,065,346 )
−Removed: Change in Net Assets Resulting from Operations per Common Share:
−Removed: Weighted-Average Common
−Removed: Shares Outstanding
−Removed: accompanying notes to condensed consolidated financial statements.
−Removed: interest income earned on cash.
−Removed: the three and nine months ended September 30, 2024, 3,225,808 potentially dilutive common shares were excluded from the weighted-average
−Removed: common shares outstanding for diluted net decrease in net assets resulting from operations per common share because the effect of
−Removed: these shares would have been anti-dilutive.
−Removed: For the three and nine months ended September 30, 2023, there were no potentially dilutive
−Removed: securities outstanding.
+Added: Net Change in Net Assets Resulting from Operations per Common Share:
+Added: Weighted-Average Common Shares Outstanding
+Added: See accompanying notes to condensed consolidated
+Added: financial statements.
+Added: (1) Includes interest income earned on cash.
+Added: (2) For the three months ended March 31, 2025, 4,516,131 potentially dilutive common shares were excluded
+Added: from the weighted-average common shares outstanding for diluted net change in net assets resulting from operations per common share
+Added: because the effect of these shares would have been anti-dilutive.
+Added: For the three months ended March 31, 2024, there were no potentially
+Added: dilutive securities outstanding.
Refer to “Note 6 — Net Change in Net Assets Resulting from Operations per Common Share —
Basic and Diluted”.
−Removed: CAPITAL CORP.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
−Removed: Months Ended September 30,
−Removed: Net Assets at
−Removed: Beginning of Year
−Removed: $ 203,357,646
−Removed: $ 210,020,702
−Removed: Change in Net Assets Resulting
−Removed: from Operations
−Removed: Net investment loss
−Removed: ( 3,222,902 )
+Added: CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
+Added: NET ASSETS (UNAUDITED)
+Added: Three Months Ended March 31,
+Added: Net Assets at Beginning of Year
$ 157,572,086
−Removed: Net realized gain/(loss)
−Removed: on investments
−Removed: change in unrealized appreciation/(depreciation) of investments
$ 203,357,646
Change in Net Assets Resulting from Operations
−Removed: ( 22,065,346 )
−Removed: Change in Net Assets Resulting
−Removed: from Capital Transactions
−Removed: Change in Net Assets Resulting from Capital Transactions
−Removed: Change in Net Assets
−Removed: ( 21,636,511 )
−Removed: Assets at March 31
−Removed: $ 181,721,135
−Removed: $ 215,043,069
−Removed: Change in Net Assets Resulting
−Removed: from Operations
Net investment loss
2 unchanged sentences
Net realized loss on investments
−Removed: ( 13,270,199 )
−Removed: change in unrealized appreciation/(depreciation) of investments
−Removed: ( 6,965,946 )
−Removed: Change in Net Assets Resulting from Operations
−Removed: ( 10,651,183 )
−Removed: ( 15,620,024 )
−Removed: Change in Net Assets Resulting
−Removed: from Capital Transactions
−Removed: Stock-based compensation
−Removed: of common stock
+Added: Realized loss on partial repurchase of 6.00% Notes due 2026
+Added: Net change in unrealized appreciation/(depreciation) of investments
( 18,418,370 )
+Added: Net Change in Net Assets Resulting from Operations
( 22,065,346 )
Change in Net Assets Resulting from Capital Transactions
−Removed: ( 8,757,761 )
−Removed: ( 12,730,321 )
−Removed: Change in Net Assets
−Removed: ( 19,408,944 )
−Removed: ( 28,350,345 )
−Removed: Assets at June 30
−Removed: $ 162,312,191
−Removed: $ 186,692,724
−Removed: Change in Net Assets Resulting
−Removed: from Operations
−Removed: Net investment loss
−Removed: $ ( 3,207,873 )
−Removed: $ ( 2,668,426 )
−Removed: Net realized loss on investments
−Removed: ( 13,713,512 )
−Removed: ( 1,461,281 )
−Removed: Realized loss on partial
−Removed: repurchase of 6.00% Notes due 2026
−Removed: change in unrealized appreciation/(depreciation) of investments
−Removed: Change in Net Assets Resulting from Operations
−Removed: ( 5,452,245 )
−Removed: Change in Net Assets Resulting
−Removed: from Capital Transactions
Stock-based compensation
−Removed: of common stock
−Removed: Change in Net Assets Resulting from Capital Transactions
−Removed: Change in Net Assets
+Added: Net Change in Net Assets Resulting from Capital Transactions
+Added: Total Change in Net Assets
( 21,636,511 )
−Removed: Assets at September 30
+Added: Net Assets at March 31
$ 156,804,155
1 unchanged sentence
Capital Share Activity
−Removed: Shares outstanding at beginning
−Removed: of common stock under restricted stock plan, net (1)
−Removed: Shares repurchased
−Removed: ( 2,000,000 )
−Removed: ( 3,186,493 )
−Removed: Shares Outstanding
−Removed: at End of Period
−Removed: accompanying notes to condensed consolidated financial statements.
−Removed: to “Note 11 — Stock-Based Compensation” for more detail.
−Removed: CAPITAL CORP.
+Added: Shares outstanding at beginning of year
+Added: Issuance of common stock under restricted stock plan, net (1)
+Added: Shares Outstanding at End of Period
+Added: See accompanying notes to condensed consolidated
+Added: financial statements.
+Added: (1) Refer to “Note 11 — Stock-Based Compensation” for more detail.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
−Removed: Months Ended September 30,
−Removed: Cash Flows from Operating
−Removed: Net change in net assets resulting
−Removed: from operations
+Added: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
+Added: Three Months Ended March 31,
+Added: Cash Flows from Operating Activities
+Added: Net change in net assets resulting from operations
$ ( 806,715 )
−Removed: Adjustments to reconcile
−Removed: net change in net assets resulting from operations to net cash provided by operating activities:
+Added: $ ( 22,065,346 )
+Added: 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
−Removed: Net change in unrealized
−Removed: (appreciation)/depreciation of investments
+Added: Net change in unrealized (appreciation)/depreciation of investments
( 2,888,878 )
−Removed: Amortization of discount
−Removed: on 6.00 % Notes due 2026
−Removed: Amortization of discount
−Removed: on 6.50 % Convertible Notes due 2029
+Added: Amortization of discount on 6.00 % Notes due 2026
+Added: Amortization of discount on 6.50 % Convertible Notes due 2029
Stock-based compensation
−Removed: Adjustments to escrow proceeds
+Added: Adjustments to escrow proceeds receivable
Accrued interest on U.S.
Treasury bills
−Removed: Purchases of investments
+Added: Purchases of investments in:
Portfolio investments
1 unchanged sentence
( 10,003,934 )
−Removed: Treasury bills
−Removed: ( 141,793,045 )
−Removed: Proceeds from sales or
−Removed: maturity of investments in:
+Added: Proceeds from sales or maturity of investments in:
Portfolio investments
1 unchanged sentence
Change in operating assets and liabilities:
−Removed: Proceeds receivable
Escrow proceeds receivable
−Removed: Prepaid expenses and other
−Removed: Interest and dividends
−Removed: payable and accrued expenses
−Removed: Cash Provided by Operating Activities
−Removed: Cash Flows from Financing
−Removed: Gross proceeds from the
−Removed: issuance of 6.50 % Convertible Notes due 2029
−Removed: Deferred debt issuance costs
−Removed: Repurchases of 6.00 % Notes
−Removed: ( 25,028,770 )
−Removed: Realized loss on partial
−Removed: repurchase of 6.00 % Notes due 2026
−Removed: Repurchases of common stock
+Added: Prepaid expenses and other assets
+Added: Interest and dividends receivable
+Added: Accounts payable and accrued expenses
+Added: Net Cash Provided by/(Used in) Operating Activities
( 3,719,061 )
+Added: Cash Flows from Financing Activities
+Added: Gross proceeds from the issuance of 6.50 % Convertible Notes due 2029
+Added: Deferred debt issuance costs
+Added: Repurchases of 6.00 % Notes due 2026
( 4,954,950 )
+Added: Realized loss on partial repurchase of 6.00 % Notes due 2026
+Added: Deferred financing costs
Cash dividends paid
−Removed: Cash Used in Financing Activities
−Removed: ( 10,258,089 )
+Added: Net Cash Used in Financing Activities
+Added: Total Increase/(Decrease) in Cash Balance
( 3,855,098 )
−Removed: Increase in Cash Balance
−Removed: Cash Balance at Beginning
−Removed: Balance at End of Period
+Added: Cash Balance at Beginning of Year
+Added: Cash Balance at End of Period
+Added: Supplemental Information:
Interest paid
Right of use asset obtained in exchange for operating lease liabilities
−Removed: accompanying notes to condensed consolidated financial statements.
−Removed: CAPITAL CORP.
+Added: See accompanying notes to condensed consolidated
+Added: financial statements.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
−Removed: Investments *
+Added: CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
+Added: March 31, 2025
+Added: Portfolio Investments *
Headquarters/
−Removed: of Initial Investment
−Removed: Principal/Quantity (5)
+Added: Date of Initial Investment
NON-CONTROLLED/NON-AFFILIATE
+Added: ARK Type One Deep Ventures Fund LLC **(8)
+Added: Petersburg, FL
+Added: Membership Interest, Class A **(8)
+Added: AI Application Fund
+Added: Preferred Shares, Series C
+Added: Fitness Technology
+Added: Simple Agreement for Future Equity
+Added: Learneo, Inc.
(f/k/a Course Hero, Inc.)
2 unchanged sentences
Online Education
−Removed: Preferred shares, Series
−Removed: Online Education
−Removed: CW Opportunity 2 LP **(8)
−Removed: Membership Interest, Class A *** **(8)
−Removed: AI Infrastructure Fund
−Removed: Type One Deep Ventures Fund LLC **(9)
−Removed: Petersburg, FL
−Removed: Membership Interest, Class A **(9)
−Removed: AI Application Fund
−Removed: Preferred shares, Series
−Removed: Pharmaceutical Technology
−Removed: Preferred shares, Series
−Removed: Pharmaceutical Technology
−Removed: ServiceTitan,
+Added: Preferred Shares, Series C 8%
+Added: ServiceTitan, Inc.
Common Shares (3) **(9)(3)
Contractor Management Software
+Added: Blink Health, Inc.
+Added: Preferred Shares, Series A
+Added: Pharmaceutical Technology
Preferred Shares, Series C
−Removed: Fitness Technology
−Removed: Robotics Corp.
+Added: Pharmaceutical
+Added: CW Opportunity 2 LP **(10)
+Added: Class A Interest *** **(10)
+Added: AI Infrastructure Fund
+Added: IH10, LLC **(11)
+Added: Membership Interest **(11)
+Added: AI Infrastructure Fund
+Added: Sydney, Australia
+Added: Common Shares **
+Added: Productivity Software
+Added: Locus Robotics Corp.
Wilmington, MA
1 unchanged sentence
Warehouse Automation
−Removed: Common shares
−Removed: Supply Chain Technology
+Added: Supplying Demand, Inc.
(d/b/a Liquid Death)
2 unchanged sentences
Lifestyle Beverage Brand
−Removed: Sydney, Australia
+Added: FourKites, Inc.
Common Shares
−Removed: Productivity Software
−Removed: Enterprises, Inc.
+Added: Supply Chain Technology
+Added: CoreWeave, Inc.
+Added: Common Shares (3) **(12)
+Added: AI Infrastructure
+Added: Shogun Enterprises, Inc.
(d/b/a Hearth)
2 unchanged sentences
Preferred Shares, Series B-2
−Removed: Home Improvement Finance
+Added: Improvement Finance
Preferred Shares, Series B-3
−Removed: Home Improvement Finance
+Added: Improvement Finance
Preferred Shares, Series B-4
−Removed: Home Improvement Finance
−Removed: Common Warrants, Strike
−Removed: Price $0.01, Expiration Date 7/12/2026
−Removed: Home Improvement Finance
−Removed: CoreWeave, Inc.
+Added: Improvement Finance
+Added: Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026
+Added: Improvement Finance
+Added: Orchard Technologies, Inc.
+Added: Preferred Shares, Series D 8%
+Added: Real Estate Platform
+Added: Senior Preferred Shares, Series 2 8%
+Added: Estate Platform
+Added: Senior Preferred Shares, Series 1 7%
+Added: Estate Platform
Common Shares
−Removed: AI Infrastructure
−Removed: PSQ Holdings,
−Removed: (d/b/a PublicSquare)
−Removed: West Palm Beach, FL
−Removed: Common shares, Class A (3)
−Removed: E-Commerce Marketplace
−Removed: Warrants, Strike Price $11.50, Expiration Date 7/19/2028 (3)
−Removed: Holdings, Inc.
+Added: Estate Platform
+Added: Simple Agreement for Future Equity
+Added: Estate Platform
+Added: See accompanying notes to condensed consolidated
+Added: financial statements.
+Added: SURO CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
+Added: March 31, 2025
+Added: Portfolio Investments*
+Added: Headquarters/
+Added: Date of Initial Investment
+Added: Neutron Holdings, Inc.
(d/b/a/ Lime)
2 unchanged sentences
Micromobility
−Removed: Preferred Convertible Note 4% Due 5/11/2027*** ***
+Added: Junior Preferred Convertible Note 4% Due 5/11/2027 ***
Micromobility
−Removed: Common Warrants, Strike
−Removed: Price $0.01, Expiration Date 5/11/2027
+Added: Common warrants, Strike Price $0.01, Expiration Date 5/11/2027
Micromobility
−Removed: Global Ventures 4 Plus Pte Ltd **(10)
+Added: True Global Ventures 4 Plus Pte Ltd **(13)
Singapore, Singapore
1 unchanged sentence
Venture Investment Fund
−Removed: accompanying notes to condensed consolidated financial statements.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
−Removed: Investments *
−Removed: Headquarters/
−Removed: Industry (15)
−Removed: of Initial Investment
−Removed: Principal/Quantity (5)
−Removed: Technologies, Inc.
−Removed: Preferred shares, Series D 8%
−Removed: Real Estate Platform
−Removed: Senior Preferred shares, Series 2
−Removed: Real Estate Platform
−Removed: Senior Preferred shares, Series 1 7%
−Removed: Real Estate Platform
−Removed: Common shares
−Removed: Real Estate Platform
San Francisco, CA
−Removed: Preferred shares
−Removed: Mobile Access Technology
−Removed: Simple Agreement for Future
+Added: Preferred Shares, Series C
Mobile Access Technology
+Added: Simple Agreement for Future Equity
+Added: Access Technology
Singapore, Singapore
1 unchanged sentence
Retail Technology
−Removed: Preferred shares, Investec
−Removed: Retail Technology
−Removed: Homes for Rent, LLC (d/b/a Second Avenue) (11)
−Removed: Preferred shares, Series A (11)
−Removed: Real Estate Platform
−Removed: Holdings Limited (d/b/a Xpoint) (7)(12)
+Added: Preferred Shares, Investec Series **
+Added: Varo Money, Inc.
+Added: San Francisco, CA
+Added: Common Shares **
+Added: Financial Services
+Added: Xgroup Holdings Limited (d/b/a Xpoint) (7)
Philadelphia, PA
1 unchanged sentence
Geolocation Technology
−Removed: Series A-1 Warrants, Strike Price $0.0001,
−Removed: Expiration Date 5/14/2044 (7)(12)
−Removed: Series A Warrants, Strike
−Removed: Price $0.0001, Expiration Date 5/14/2044 (7)(12)
+Added: Series A-1 warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (7)(12)
+Added: Series A warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (7)(12)
Total (7)(12)
−Removed: San Francisco, CA
−Removed: Common shares (3) (3)
−Removed: Online Marketplace Finance
−Removed: Santa Clara, CA
−Removed: Common shares, Class A (3) **(13)(3)
−Removed: Advanced Nuclear Technology
−Removed: San Francisco, CA
−Removed: Common shares **
−Removed: Financial Services
−Removed: Property Group, Inc.
−Removed: Common shares*** ***
−Removed: Cannabis REIT
−Removed: Streaming Solutions Inc.
+Added: Commercial Streaming Solutions Inc.
(d/b/a BettorView) (7)(14)
Las Vegas, NV
−Removed: Simple Agreement for Future Equity (7)
+Added: Preferred Shares, Series A-1 (7)(14)
Interactive Media & Services
+Added: Aventine Property Group, Inc.
+Added: Common Shares ***
+Added: Cannabis REIT
+Added: Skillsoft Corp.
+Added: Common Shares (3)
+Added: Online Education
+Added: Stake Trade, Inc.
(d/b/a Prophet Exchange) (7)
1 unchanged sentence
Sports Betting
+Added: Residential Homes for Rent, LLC (d/b/a Second Avenue) (15)
+Added: Preferred Shares, Series A (15)
+Added: Real Estate Platform
+Added: Forge Global, Inc.
+Added: San Francisco, CA
Common Shares (3)
−Removed: Online Education
−Removed: Markets, Inc.
+Added: Online Marketplace Finance
+Added: EDGE Markets, Inc.
San Diego, CA
1 unchanged sentence
Gaming Technology
+Added: PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare)
+Added: West Palm Beach, FL
+Added: Common warrants, Strike Price $11.50, Expiration Date 7/19/2028 (3)
+Added: E-Commerce Marketplace
(d/b/a Compliable) (7)
1 unchanged sentence
Gaming Licensing
−Removed: Holdings, LLC
+Added: Kinetiq Holdings, LLC
Philadelphia, PA
1 unchanged sentence
Social Data Platform
−Removed: Holdings, Inc.
+Added: See accompanying notes to condensed consolidated
+Added: financial statements.
+Added: SURO CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
+Added: March 31, 2025
+Added: Portfolio Investments *
+Added: Headquarters/
+Added: Date of Initial Investment
+Added: CTN Holdings, Inc.
(d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.) (16)
Marina Del Rey, CA
−Removed: Preferred shares, Series
+Added: Preferred Shares, Series A (16)
Carbon Credit Services
1 unchanged sentence
Credit Services
−Removed: accompanying notes to condensed consolidated financial statements.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
−Removed: Investments *
−Removed: Headquarters/
−Removed: Industry (15)
−Removed: of Initial Investment
−Removed: Principal/Quantity (5)
+Added: Fullbridge, Inc.
Cambridge, MA
1 unchanged sentence
Business Education
−Removed: Note 1.47%, Due 11/9/2021 (4)(14) (4)(14)
−Removed: Business Education
−Removed: Real Estate Investment Trust, Inc.
+Added: Promissory Note 1.47%, Due 11/9/2021 (4)(17) (4)(17)
+Added: Treehouse Real Estate Investment Trust, Inc.
Common Shares *** ***
Cannabis REIT
−Removed: Non-controlled/Non-affiliate
+Added: Total Non-controlled/Non-affiliate
$ 235,908,892
1 unchanged sentence
NON-CONTROLLED/AFFILIATE (1)
+Added: StormWind, LLC (18)
Scottsdale, AZ
3 unchanged sentences
Preferred Shares, Series B 8% (1)(18)
−Removed: Preferred shares, Series
+Added: Preferred Shares, Series A 8% (1)(18)
Total (1)(18)
−Removed: Research, Inc.
+Added: Maven Research, Inc.
San Francisco, CA
1 unchanged sentence
Knowledge Networks
−Removed: Preferred shares, Series
−Removed: Knowledge Networks
+Added: Preferred Shares, Series B (1)
+Added: Curious.com, Inc.
Menlo Park, CA
1 unchanged sentence
Online Education
−Removed: Non-controlled/Affiliate (1)
+Added: Total Non-controlled/Affiliate (1)
CONTROLLED (2)
−Removed: Sponsor II LLC ** (6)
+Added: Colombier Sponsor II LLC **(6)
Palm Beach, FL
2 unchanged sentences
Class W Units **(6)(2)
−Removed: Special Purpose Acquisition
+Added: Purpose Acquisition Company
Total **(6)(2)
−Removed: Controlled (2)
−Removed: Portfolio Investments
+Added: Total Controlled (2)
+Added: Total Portfolio Investments
$ 258,117,232
$ 213,577,198
−Removed: accompanying notes to condensed consolidated financial statements.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
−Removed: portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.
−Removed: Equity investments may
−Removed: be subject to lock-up restrictions upon their initial public offering (“IPO”).
−Removed: Preferred dividends are generally only
−Removed: payable when declared and paid by the portfolio company’s board of directors.
−Removed: The Company’s directors, officers, employees
−Removed: and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.
−Removed: (Refer to “Note
−Removed: 3—Related-Party Arrangements”).
−Removed: All portfolio investments are considered Level 3 and valued using significant unobservable
−Removed: inputs, unless otherwise noted.
+Added: * All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.
+Added: Equity investments may be subject to lock-up restrictions upon their initial public offering (“IPO”).
+Added: Preferred dividends
+Added: are generally only payable when declared and paid by the portfolio company’s board of directors.
+Added: SuRo Capital Corp.’s (the
+Added: “Company’s”, or “SuRo Capital’s”) directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s
+Added: portfolio investments.
+Added: (Refer to “Note 3—Related-Party Arrangements”).
+Added: All portfolio investments are considered Level
+Added: 3 and valued using significant unobservable inputs, unless otherwise noted.
(Refer to “Note 4—Investments at Fair Value”).
−Removed: All of the Company’s portfolio
−Removed: investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the
−Removed: Company’s Board of Directors.
−Removed: (Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ”).
−Removed: assets that SuRo Capital Corp.
−Removed: believes do not represent “qualifying assets” under Section 55(a) of the Investment Company
−Removed: Act of 1940, as amended (the “1940 Act”).
−Removed: Of the Company’s total investments as of September 30, 2024, 28.23 % of
−Removed: its total investments are non-qualifying assets.
−Removed: is income-producing.
−Removed: Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined
−Removed: in the 1940 Act.
+Added: All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as
+Added: determined in good faith by the Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant Accounting Policies— Investments
+Added: at Fair Value ”).
+Added: See accompanying notes to condensed consolidated
+Added: financial statements.
+Added: SURO CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
+Added: March 31, 2025
+Added: ** Indicates assets that SuRo Capital Corp.
+Added: believes do not represent “qualifying assets” under
+Added: Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).
+Added: Of the Company’s total investments
+Added: as of March 31, 2025, 47.59 % of its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
+Added: *** Investment is income-producing.
+Added: (1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies”
+Added: 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.
−Removed: owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.
−Removed: , securities with the right to elect directors)
−Removed: of such company.
−Removed: For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14,
−Removed: refer to “Note 4—Investments at Fair Value”.
−Removed: Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined
−Removed: in the 1940 Act.
−Removed: In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially
−Removed: owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors)
−Removed: and/or had the power to exercise control over the management or policies of such portfolio company.
−Removed: For the Schedule of Investments
−Removed: In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair
−Removed: an investment considered Level 1 or Level 2 and valued using observable inputs.
−Removed: Refer to “Note 4—Investments at Fair
−Removed: of September 30, 2024, the investments noted had been placed on non-accrual status.
+Added: beneficially owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.
+Added: with the right to elect directors) of such company.
+Added: For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC
+Added: Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.
+Added: (2) “Control Investments” are investments in those companies that are “Controlled Companies”
+Added: of SuRo Capital Corp., as defined in the 1940 Act.
+Added: In general, under the 1940 Act, the Company would “Control” a portfolio
+Added: company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities
+Added: with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
+Added: 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
+Added: at Fair Value”.
+Added: (3) Denotes an investment considered Level 1 or Level 2 and valued using observable inputs.
+Added: Refer to “Note
+Added: 4—Investments at Fair Value”.
+Added: (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.
−Removed: Denotes an investment that is the sponsor of a special purpose acquisition company formed for the purpose of effecting
−Removed: a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
+Added: (6) Denotes an investment that is the sponsor of a special purpose acquisition company formed for the purpose
+Added: of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
+Added: one or more businesses.
(7) SuRo Capital Corp.’s investments in Commercial Streaming Solutions Inc.
−Removed: (d/b/a BettorView),
+Added: (d/b/a BettorView), Rebric,
(d/b/a Compliable), EDGE Markets, Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc.
−Removed: (d/b/a Prophet
−Removed: Exchange) are held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo
−Removed: (8) CW Opportunity 2 LP is a special purpose vehicle (“SPV”) for
−Removed: which the Class A Interest is solely invested in the Series C Preferred Shares of CoreWeave, Inc.
−Removed: SuRo Capital is invested in the
−Removed: Series C Preferred Shares of CoreWeave, Inc.
+Added: (d/b/a Prophet Exchange) are
+Added: held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).
+Added: (8) ARK Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely invested
+Added: in the Convertible Interest Rights of OpenAI Global, LLC.
+Added: SuRo Capital Corp.
+Added: is invested in the Convertible Interest Rights of OpenAI
+Added: Global, LLC through its investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC.
+Added: ARK Type One Deep Ventures Fund LLC
+Added: charges a 1 % management fee per year, and an incentive fee of 10 %, not subject to a hurdle rate.
+Added: The management fees will adjust the cost
+Added: of SuRo Capital Corp.’s investment in the fund.
+Added: (9) As of March 31, 2025, SuRo Capital Corp.’s shares of ServiceTitan, Inc.
+Added: were not registered and
+Added: were therefore subject to certain restrictions on sale or transfer for which the Company has applied a discount to the closing public
+Added: share price as of quarter-end.
+Added: The Company anticipates the shares will be registered and freely tradable in June 2025.
+Added: (10) CW Opportunity 2 LP is a special
+Added: purpose vehicle (“SPV”) for which the Class A Interest is solely invested in the Class A Common Shares of CoreWeave,
+Added: SuRo Capital Corp.
+Added: is invested in the Class A Common Shares of CoreWeave, Inc.
+Added: through its investment in the Class A Interest
+Added: of CW Opportunity 2 LP.
+Added: As of March 31, 2025, SuRo Capital has confirmed the underlying Class A Common Shares held by CW Opportunity
+Added: 2 LP were not registered and are therefore subject to certain restrictions on sale or transfer for which the Company has applied a
+Added: discount to the closing share price as of the reporting date.
+Added: On March 28, 2025, CoreWeave, Inc.
+Added: completed an IPO and the Series C
+Added: Preferred Shares converted to Class A common shares.
+Added: Prior to the IPO, SuRo Capital Corp.
+Added: was invested in the Series C Preferred
+Added: Shares of CoreWeave, Inc.
through its investment in the Class A Interest of CW Opportunity 2 LP.
−Removed: Preferred Shares of CoreWeave, Inc.
−Removed: accrue a 10 %
+Added: Additionally, prior to the IPO, the
+Added: Series C Preferred Shares of CoreWeave, Inc.
+Added: accrued a 10 %
per annum dividend, paid quarterly in cash or in-kind.
−Removed: The SPV does not charge a management fee but does charge an incentive fee of 20 %,
+Added: CW Opportunity 2 LP does not charge a
+Added: management fee but does charge an incentive fee of 20 %,
subject to an annual 15 %
IRR hurdle rate.
−Removed: (9) ARK Type One Deep Ventures Fund LLC is an investment fund for which the
−Removed: Class A Interest is solely invested in the Convertible Equity of OpenAI Global, LLC.
+Added: SuRo Capital Corp.’s investment in CW Opportunity 2 LP is subject to certain redemption, sale, or transfer restrictions.
+Added: (11) IH10, LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
SuRo Capital Corp.
−Removed: is invested in the
−Removed: Convertible Equity of OpenAI Global, LLC through its investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC.
−Removed: Type One Deep Ventures Fund LLC charges a 1 %
−Removed: management fee per year, and an incentive fee of 10 %.
−Removed: The management fees will adjust the cost of SuRo Capital Corp.’s investment in the fund.
−Removed: (10) SuRo Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital
−Removed: Corp.’s wholly owned subsidiary, GSVC SVDS Holdings, Inc.
+Added: is invested in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through its investment in the Membership
+Added: Interest of IH10, LLC.
+Added: IH10, LLC does not charge a management or an incentive fee;
+Added: however, SuRo Capital Corp.
+Added: has prepaid operating expenses.
+Added: Accordingly, these adjust the total cost basis of SuRo Capital Corp.’s investment.
+Added: (12) On March 28, 2025, CoreWeave, Inc.
+Added: completed an IPO and SuRo Capital Corp.’s Series A Preferred Shares and Common Shares converted
+Added: to Class A Common Shares.
+Added: As of March 31, 2025, SuRo Capital Corp.’s Class A Common Shares were not registered and were therefore
+Added: subject to certain restrictions on sale or transfer for which the Company has applied a discount to the closing share price as of the
+Added: reporting date.
+Added: The Company anticipates the shares will be registered and freely tradable in September 2025.
+Added: (13) SuRo Capital Corp.’s
+Added: investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SVDS
+Added: Holdings, Inc.
+Added: True Global Ventures 4 Plus Pte Ltd charges a 1.8 %
+Added: management fee and a 22.5 %
+Added: incentive fee, subject to an annual 5 %
+Added: IRR hurdle rate.
+Added: The management fees may adjust the cost of SuRo Capital Corp.’s investment in the fund.
+Added: (14) On March 21, 2025, Commercial Streaming Solutions, Inc.
+Added: (d/b/a BettorView) merged with FSG Digital, Inc.
+Added: (d/b/a JefeBet).
+Added: As a result of the merger, the SAFE Note which SuRo Capital Corp.
+Added: previously held in Commercial Streaming Solutions, Inc.
+Added: (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.
−Removed: (12) On May 14, 2024, as part of Xgroup Holding Limited (d/b/a Xpoint)’s most recent financing round,
−Removed: SuRo Capital Corp.’s 6% Convertible Note due October 17, 2024 was converted into Series A Warrants, Series A-1 Warrants, and Series
−Removed: (13) On May 7, 2024, AltC Acquisition Corp.
−Removed: (“AltC”) stockholders approved a business combination
−Removed: with Oklo, Inc.
−Removed: (“Oklo”) and related proposals at a special meeting.
−Removed: On May 9, 2024, Oklo announced that it had consummated
−Removed: the business combination with AltC pursuant to a merger agreement between the parties, creating the resultant combined company Oklo, Inc.
−Removed: Upon closing of the business combination with Oklo, SuRo Capital Corp.’s Class A common shares and Class B common shares of AltC
−Removed: Sponsor LLC were converted into Class A shares of the post-closing company.
−Removed: SuRo Capital Corp.’s shares of Oklo, Inc.
−Removed: to certain vesting conditions.
+Added: March 30, 2025, CTN Holdings, Inc.
+Added: (d/b/a Catona Climate) filed for Chapter 11 protection
+Added: Bankruptcy Court for the District of Delaware.
(17) On November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company
2 unchanged sentences
owned subsidiary, GSVC SW Holdings, Inc.
−Removed: CAPITAL CORP.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS
−Removed: Investments *
+Added: CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
+Added: December 31, 2024
+Added: Portfolio Investments *
Headquarters/
−Removed: of Initial Investment
+Added: Date of Initial Investment
NON-CONTROLLED/NON-AFFILIATE
+Added: CW Opportunity 2 LP **(8)
+Added: Membership Interest, Class A 10% *** **(8)
+Added: AI Infrastructure Fund
+Added: ARK Type One Deep Ventures Fund LLC **(9)
+Added: Petersburg, FL
+Added: Membership Interest, Class A **(9)
+Added: AI Application Fund
+Added: Learneo, Inc.
(f/k/a Course Hero, Inc.)
2 unchanged sentences
Online Education
−Removed: Preferred shares, Series
−Removed: Online Education
−Removed: ServiceTitan,
+Added: Preferred shares, Series C 8%
+Added: Blink Health, Inc.
+Added: Preferred shares, Series A
+Added: Pharmaceutical Technology
+Added: Preferred shares, Series C
+Added: Pharmaceutical
+Added: Preferred shares, Series C
+Added: Fitness Technology
+Added: ServiceTitan, Inc.
Common shares (3) **(16)(3)
Contractor Management Software
−Removed: Preferred shares, Series
−Removed: Pharmaceutical Technology
−Removed: Preferred shares, Series
−Removed: Pharmaceutical Technology
−Removed: Robotics Corp.
+Added: IH10, LLC **(15)
+Added: Membership Interest **(15)
+Added: AI Infrastructure Fund
+Added: Sydney, Australia
+Added: Common shares **
+Added: Productivity Software
+Added: FourKites, Inc.
+Added: Common shares
+Added: Supply Chain Technology
+Added: Locus Robotics Corp.
Wilmington, MA
1 unchanged sentence
Warehouse Automation
−Removed: Preferred shares, Series C
−Removed: Fitness Technology
−Removed: Enterprises, Inc.
+Added: CoreWeave, Inc.
+Added: Common shares
+Added: AI Infrastructure
+Added: Preferred shares, Series A
+Added: Infrastructure
+Added: Supplying Demand, Inc.
+Added: (d/b/a Liquid Death)
+Added: Los Angeles, CA
+Added: Preferred shares, Series F-1
+Added: Lifestyle Beverage Brand
+Added: Shogun Enterprises, Inc.
(d/b/a Hearth)
4 unchanged sentences
Preferred shares, Series B-3
−Removed: Home Improvement Finance
+Added: Improvement Finance
Preferred shares, Series B-4
−Removed: Home Improvement Finance
−Removed: Common Warrants, Strike
−Removed: Price $0.01, Expiration Date 7/12/2026 (13)
−Removed: Home Improvement Finance
−Removed: Common shares
−Removed: Supply Chain Technology
−Removed: Technologies, Inc.
+Added: Improvement Finance
+Added: Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026
+Added: Improvement Finance
+Added: Orchard Technologies, Inc.
Preferred shares, Series D 8%
1 unchanged sentence
Senior Preferred shares, Series 2 8%
−Removed: Real Estate Platform
+Added: Estate Platform
Senior Preferred shares, Series 1 7%
−Removed: Real Estate Platform
+Added: Estate Platform
Common shares
−Removed: Real Estate Platform
−Removed: Global Ventures 4 Plus Pte Ltd **
−Removed: Singapore, Singapore
−Removed: Limited Partner Fund Investment (8) **(8)
−Removed: Venture Investment Fund
−Removed: Holdings, Inc.
+Added: Estate Platform
+Added: Neutron Holdings, Inc.
(d/b/a/ Lime)
2 unchanged sentences
Micromobility
−Removed: Preferred Convertible Note 4% Due 5/11/2027 *** ***
+Added: Junior Preferred Convertible Note 4% Due 5/11/2027 ***
Micromobility
−Removed: Common Warrants, Strike
−Removed: Price $0.01, Expiration Date 5/11/2027
+Added: Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027
Micromobility
−Removed: San Francisco, CA
−Removed: Common shares (3) **(3)
−Removed: Online Marketplace Finance
+Added: See accompanying notes to condensed consolidated
+Added: financial statements.
+Added: SURO CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS -
+Added: December 31, 2024
+Added: Portfolio Investments *
+Added: Headquarters/
+Added: Date of Initial Investment
+Added: True Global Ventures 4 Plus Pte Ltd **(10)
+Added: Singapore, Singapore
+Added: Limited Partner Fund Investment **(10)
+Added: Venture Investment Fund
San Francisco, CA
−Removed: Preferred shares
−Removed: Mobile Access Technology
−Removed: Simple Agreement for Future
+Added: Preferred shares, Series C
Mobile Access Technology
−Removed: Homes for Rent, LLC (d/b/a Second Avenue)
+Added: Simple Agreement for Future Equity
+Added: Access Technology
+Added: Singapore, Singapore
+Added: Common shares **
+Added: Retail Technology
+Added: Preferred shares, Investec Series **
+Added: Xgroup Holdings Limited (d/b/a Xpoint) (7)(12)
+Added: Philadelphia, PA
Preferred shares, Series A-1 (7)(12)
+Added: Geolocation Technology
+Added: Series A-1 Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (7)(12)
+Added: Series A Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 (7)(12)
+Added: Total (7)(12)
+Added: PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare)
+Added: West Palm Beach, FL
+Added: Common Warrants, Strike Price $11.50, Expiration Date 7/19/2028 (3)
+Added: E-Commerce Marketplace
+Added: Residential Homes for Rent, LLC (d/b/a Second Avenue) (11)
+Added: Preferred shares, Series A (11)
Real Estate Platform
+Added: Varo Money, Inc.
San Francisco, CA
1 unchanged sentence
Financial Services
−Removed: accompanying notes to condensed consolidated financial statements.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS - continued
−Removed: Investments *
−Removed: Headquarters/
−Removed: of Initial Investment
−Removed: Property Group, Inc.
+Added: Skillsoft Corp.
Common shares (3)
−Removed: Cannabis REIT
−Removed: Holdings Limited (d/b/a Xpoint) ** (7)
−Removed: Philadelphia, PA
−Removed: Convertible Note 6%, Due 10/17/2024 (4) **(7)(4)
−Removed: Geolocation Technology
−Removed: Streaming Solutions Inc.
+Added: Online Education
+Added: Commercial Streaming Solutions Inc.
(d/b/a BettorView) (7)
2 unchanged sentences
Interactive Media & Services
+Added: Aventine Property Group, Inc.
+Added: Common shares *** ***
+Added: Cannabis REIT
+Added: Forge Global, Inc.
+Added: San Francisco, CA
+Added: Common shares (3)
+Added: Online Marketplace Finance
+Added: Stake Trade, Inc.
(d/b/a Prophet Exchange) (7)
1 unchanged sentence
Sports Betting
−Removed: Sponsor LLC ** (10)(14)
−Removed: Common shares, Class B **(10)(14)
−Removed: Special Purpose Acquisition Company
−Removed: Common shares, Class A **(10)(14)
−Removed: Special Purpose Acquisition
−Removed: Total **(10)(14)
−Removed: Common shares (3) **(3)
−Removed: Online Education
−Removed: (d/b/a Compliable) (7)
−Removed: Preferred shares, Series Seed-4 (7)
−Removed: Gaming Licensing
−Removed: Markets, Inc.
+Added: EDGE Markets, Inc.
San Diego, CA
1 unchanged sentence
Gaming Technology
−Removed: Sponsor VII LLC ** (10)
−Removed: Common share units **(10)
−Removed: Special Purpose Acquisition Company
−Removed: Warrant units **(10)
−Removed: Special Purpose Acquisition
−Removed: Holdings, Inc.**
−Removed: San Francisco, CA
−Removed: Common shares, Class B (3) **(3)
−Removed: Social Networking
−Removed: Technology, Inc.
−Removed: (d/b/a FanPower) (7)
+Added: (d/b/a Compliable) (7)
Preferred shares, Series Seed-4 (7)
−Removed: Digital Media Technology
−Removed: Holdings, LLC
+Added: Gaming Licensing
+Added: Kinetiq Holdings, LLC
Philadelphia, PA
1 unchanged sentence
Social Data Platform
−Removed: Singapore, Singapore
−Removed: Common shares **
−Removed: Retail Technology
−Removed: Preferred shares, Investec
−Removed: Retail Technology
−Removed: Partners, Inc.
+Added: CTN Holdings, Inc.
+Added: (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.)
Marina Del Rey, CA
−Removed: Preferred shares, Series
−Removed: Financial Services
+Added: Preferred shares, Series A
+Added: Carbon Credit Services
Preferred shares, Series C-3
−Removed: Financial Services
+Added: Credit Services
+Added: See accompanying notes to condensed consolidated
+Added: financial statements.
+Added: SURO CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS -
+Added: December 31, 2024
+Added: Portfolio Investments *
+Added: Headquarters/
+Added: Date of Initial Investment
+Added: Fullbridge, Inc.
Cambridge, MA
1 unchanged sentence
Business Education
−Removed: Note 1.47%, Due 11/9/2021 (4)(11) (4)(11)
−Removed: Business Education
−Removed: Real Estate Investment Trust, Inc.
+Added: Promissory Note 1.47%, Due 11/9/2021 (4)(13) (4)(13)
+Added: Treehouse Real Estate Investment Trust, Inc.
Common shares *** ***
Cannabis REIT
−Removed: Non-controlled/Non-affiliate
+Added: Total Non-controlled/Non-affiliate
$ 234,601,314
$ 198,511,915
−Removed: accompanying notes to condensed consolidated financial statements.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS - continued
−Removed: Investments *
−Removed: Headquarters/
−Removed: of Initial Investment
NON-CONTROLLED/AFFILIATE (1)
+Added: StormWind, LLC (14)
Scottsdale, AZ
2 unchanged sentences
Preferred shares, Series C 8% (1)(14)
−Removed: Interactive Learning
Preferred shares, Series B 8% (1)(14)
−Removed: Interactive Learning
−Removed: Preferred shares, Series
−Removed: Interactive Learning
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSquare) ** (3)(15)
−Removed: West Palm Beach, FL
−Removed: Common shares, Class A **(1)(3)(15)
−Removed: E-Commerce Marketplace
−Removed: Warrants, Strike Price
−Removed: $11.50, Expiration Date 7/19/2028 **(1)(3)(15)
−Removed: E-Commerce Marketplace
+Added: Preferred shares, Series A 8% (1)(14)
Total (1)(14)
−Removed: (f/k/a NestGSV, Inc.)
−Removed: San Mateo, CA
−Removed: Derivative Security, Expiration
−Removed: Date 8/23/2024 (9) (1)(9)
−Removed: Global Innovation Platform
−Removed: Promissory Note 8% Due 8/23/2024 (4) (1)(4)
−Removed: Global Innovation Platform
−Removed: Research, Inc.
+Added: Maven Research, Inc.
San Francisco, CA
1 unchanged sentence
Knowledge Networks
−Removed: Preferred shares, Series
−Removed: Knowledge Networks
+Added: Preferred shares, Series B (1)
+Added: Curious.com, Inc.
Menlo Park, CA
1 unchanged sentence
Online Education
−Removed: Non-controlled/Affiliate (1)
+Added: Total Non-controlled/Affiliate (1)
CONTROLLED (2)
−Removed: Capital PayJoy SPV, LLC**
−Removed: San Francisco, CA
−Removed: Membership Interest in Lending SPV*** **(2)***
−Removed: Mobile Finance Technology
−Removed: Sponsor II LLC ** (10)
+Added: Colombier Sponsor II LLC **(6)
Palm Beach, FL
2 unchanged sentences
Class W Units **(6)(2)
−Removed: Special Purpose Acquisition
+Added: Purpose Acquisition Company
Total **(6)(2)
−Removed: (f/k/a GSV Sustainability Partners, Inc.)
−Removed: Cupertino, CA
−Removed: Preferred shares, Class A (2)
−Removed: Clean Technology
−Removed: Common shares (2)
−Removed: Controlled (2)
−Removed: Portfolio Investments
−Removed: $ 212,541,198
−Removed: $ 184,081,249
−Removed: Treasury bill, 0%, due 3/28/2024*** (3)***
−Removed: Treasury bill, 0%,
−Removed: due 6/27/2024*** (3)***
+Added: Total Controlled (2)
+Added: Total Portfolio Investments
$ 256,809,654
$ 209,380,742
−Removed: accompanying notes to condensed consolidated financial statements.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS - continued
−Removed: portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.
−Removed: Equity investments are
−Removed: subject to lock-up restrictions upon their initial public offering (“IPO”).
−Removed: Preferred dividends are generally only payable
−Removed: when declared and paid by the portfolio company’s board of directors.
−Removed: The Company’s directors, officers, employees and
−Removed: staff, as applicable, may serve on the board of directors of the Company’s portfolio investments.
−Removed: (Refer to “Note 3—Related-Party
−Removed: Arrangements”).
−Removed: All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise
+Added: * All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified.
+Added: Equity investments may be subject to lock-up restrictions upon their initial public offering (“IPO”).
+Added: Preferred dividends
+Added: are generally only payable when declared and paid by the portfolio company’s board of directors.
+Added: SuRo Capital Corp.’s (the
+Added: “Company’s”) directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s
+Added: portfolio investments.
+Added: (Refer to “Note 3—Related-Party Arrangements”).
+Added: All portfolio investments are considered Level
+Added: 3 and valued using significant unobservable inputs, unless otherwise noted.
(Refer to “Note 4—Investments at Fair Value”).
−Removed: All of the Company’s portfolio investments are restricted
−Removed: as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors.
−Removed: (Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ”).
−Removed: assets that SuRo Capital Corp.
−Removed: believes do not represent “qualifying assets” under Section 55(a) of the Investment Company
−Removed: Act of 1940, as amended (the “1940 Act”).
−Removed: Of the Company’s total investments as of December 31, 2023, 14.03 % of
−Removed: its total investments are non-qualifying assets.
−Removed: is income-producing.
−Removed: Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined
−Removed: in the 1940 Act.
+Added: All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as
+Added: determined in good faith by the Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant Accounting Policies— Investments
+Added: at Fair Value ”).
+Added: See accompanying notes to condensed consolidated
+Added: financial statements.
+Added: SURO CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS -
+Added: December 31, 2024
+Added: ** Indicates assets that SuRo Capital Corp.
+Added: believes do not represent “qualifying assets” under
+Added: Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”).
+Added: Of the Company’s total investments
+Added: as of December 31, 2024, 39.56 % of its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
+Added: *** Investment is income-producing.
+Added: (1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies”
+Added: 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.
−Removed: owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.
−Removed: , securities with the right to elect directors)
−Removed: of such company.
−Removed: For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14,
−Removed: refer to “Note 4—Investments at Fair Value”.
−Removed: Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined
−Removed: in the 1940 Act.
−Removed: In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially
−Removed: owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors)
−Removed: and/or had the power to exercise control over the management or policies of such portfolio company.
−Removed: For the Schedule of Investments
−Removed: In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair
−Removed: an investment considered Level 1 or Level 2 and valued using observable inputs.
−Removed: Refer to “Note 4—Investments at Fair
−Removed: of December 31, 2023, the investments noted had been placed on non-accrual status.
−Removed: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC SW
−Removed: Holdings, Inc.
−Removed: Capital Corp.’s investment in preferred shares of Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo
−Removed: Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.
−Removed: Capital Corp.’s investments in Commercial Streaming Solutions Inc.
−Removed: (d/b/a BettorView), YouBet Technology, Inc.
−Removed: (d/b/a FanPower),
+Added: beneficially owns, directly or indirectly, between 5% and 25% of the voting securities ( i.e.
+Added: with the right to elect directors) of such company.
+Added: For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC
+Added: Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.
+Added: (2) “Control Investments” are investments in those companies that are “Controlled Companies”
+Added: of SuRo Capital Corp., as defined in the 1940 Act.
+Added: In general, under the 1940 Act, the Company would “Control” a portfolio
+Added: company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities
+Added: with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
+Added: 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
+Added: at Fair Value”.
+Added: (3) Denotes an investment considered Level 1 or Level 2 and valued using observable inputs.
+Added: Refer to “Note
+Added: 4—Investments at Fair Value”.
+Added: (4) As of December 31, 2024, the investments noted had been placed on non-accrual status.
+Added: (5) Represents the respective number of shares, principal amount, fund commitment, or membership interest.
+Added: (6) Denotes an investment that is the sponsor of a special purpose acquisition company formed for the purpose
+Added: of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
+Added: one or more businesses.
+Added: (7) SuRo Capital Corp.’s investments in Commercial Streaming Solutions Inc.
+Added: (d/b/a BettorView), Rebric,
(d/b/a Compliable), EDGE Markets, Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc.
−Removed: (d/b/a Prophet
−Removed: Exchange) are held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).
−Removed: Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital Corp.’s wholly owned
−Removed: subsidiary, GSVC SVDS Holdings, Inc.
−Removed: On March 31, 2023, the previously unfunded capital commitment of $ 1.3 million was deemed fully
−Removed: contributed in lieu of cash distributions.
−Removed: On March 31, 2023, the full $ 2.0 million capital commitment to True Global Ventures 4
−Removed: Plus Fund LP had been called and funded.
−Removed: August 23, 2019, SuRo Capital Corp.
−Removed: amended the structure of its investment in OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.).
−Removed: the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security.
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024,
−Removed: while SuRo Capital Corp.
−Removed: can put the shares to OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) at the end of the five year period.
−Removed: an investment that is the sponsor of a special purpose acquisition company formed for the purpose of effecting a merger, capital
−Removed: stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
−Removed: November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became past due.
−Removed: January 13, 2023, SuRo Capital Corp.
−Removed: invested $ 2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing
−Removed: As part of the transaction, SuRo Capital Corp.
−Removed: exchanged a portion of its existing Series D Preferred shares investment for
−Removed: Series 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares.
−Removed: Additionally, SuRo Capital Corp.’s previous
−Removed: investment in the Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred shares.
−Removed: July 12, 2023, SuRo Capital Corp.
−Removed: invested $ 0.5 million in Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth)’s Series B-4 Preferred financing
−Removed: As part of the transaction, the previous investment in the Convertible Note was converted into Series B-3 Preferred shares.
−Removed: Additionally, SuRo Capital Corp.
−Removed: received Common Warrants as part of the transaction.
−Removed: July 11, 2023, AltC Acquisition Corp.
−Removed: announced it signed a definitive agreement to merge with Oklo, Inc.
−Removed: As part of the transaction,
−Removed: SuRo Capital Corp.’s Share units converted to 24,900 Class A Common shares and 214,400 Class B Common shares.
−Removed: July 19, 2023, Colombier Acquisition Corp.
−Removed: (“Colombier”) stockholders approved a business combination with PSQ Holdings,
−Removed: (d/b/a PublicSquare) and related proposals at a special meeting.
−Removed: Also on July 19, 2023, PSQ Holdings, Inc.
−Removed: announced that it
−Removed: had consummated the business combination with Colombier pursuant to a merger agreement between the parties, creating the resultant
−Removed: combined company PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare).
−Removed: SuRo Capital Corp.’s shares of PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare)
−Removed: Class A Common shares are subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc.
−Removed: freely tradable.
−Removed: CAPITAL CORP.
+Added: (d/b/a Prophet Exchange) are
+Added: held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).
+Added: (8) CW Opportunity 2 LP is a special purpose vehicle (“SPV”) for which the Class A Interest is
+Added: solely invested in the Series C Preferred Shares of CoreWeave, Inc.
+Added: SuRo Capital Corp.
+Added: is invested in the Series C Preferred Shares of
+Added: CoreWeave, Inc.
+Added: through its investment in the Class A Interest of CW Opportunity 2 LP.
+Added: The Series C Preferred Shares of CoreWeave, Inc.
+Added: accrue a 10 % per annum dividend, paid quarterly in cash or in-kind.
+Added: CW Opportunity 2 LP does not charge a management fee but does charge
+Added: an incentive fee of 20 %, subject to an annual 15 % IRR hurdle rate.
+Added: (9) ARK Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely invested
+Added: in the Convertible Interest Rights of OpenAI Global, LLC.
+Added: SuRo Capital Corp.
+Added: is invested in the Convertible Interest Rights of OpenAI
+Added: Global, LLC through its investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC.
+Added: ARK Type One Deep Ventures Fund LLC
+Added: charges a 1 % management fee per year, and an incentive fee of 10 %, not subject to a hurdle rate.
+Added: The management fees will adjust the cost
+Added: of SuRo Capital Corp.’s investment in the fund.
+Added: (10) SuRo Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd are held through SuRo Capital
+Added: Corp.’s wholly owned subsidiary, GSVC SVDS Holdings, Inc.
+Added: True Global Ventures 4 Plus Pte Ltd charges a 1.8 % management fee and
+Added: a 22.5 % incentive fee, subject to an annual 5 % IRR hurdle rate.
+Added: (11) SuRo Capital Corp.’s investment in Residential Homes for Rent, LLC (d/b/a Second Avenue) is held
+Added: through SuRo Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.
+Added: (12) On May 14, 2024, as part of Xgroup Holding Limited (d/b/a Xpoint)’s most recent financing round,
+Added: SuRo Capital Corp.’s 6% Convertible Note due October 17, 2024 was converted into Series A-1 Shares, Series A Warrants, and Series
+Added: A-1 Warrants.
+Added: (13) On November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company
+Added: became past due.
+Added: (14) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly
+Added: owned subsidiary, GSVC SW Holdings, Inc.
+Added: (15) IH10, LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: SuRo Capital Corp.
+Added: is invested in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through its investment in the Membership
+Added: Interest of IH10, LLC.
+Added: IH10, LLC does not charge a management or an incentive fee;
+Added: however, SuRo Capital Corp.
+Added: has prepaid operating expenses.
+Added: Accordingly, these will adjust the total cost basis of SuRo Capital Corp.’s investment.
+Added: (16) As of December 31, 2024, SuRo Capital Corp.’s shares of ServiceTitan, Inc.
+Added: were not registered and
+Added: were therefore subject to certain restrictions on sale or transfer for which the Company has applied a discount to the closing public
+Added: share price as of year-end.
+Added: The Company anticipates the shares will be registered and freely tradable in June 2025.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 1— NATURE OF OPERATIONS
−Removed: Capital Corp.
−Removed: (“we”, “us”, “our”, the “Company” or “SuRo Capital”), formerly
−Removed: known as Sutter Rock Capital Corp.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: NOTE 1— NATURE OF OPERATIONS
+Added: SuRo Capital Corp.
+Added: “us”, “our”, the “Company” or “SuRo Capital”), formerly known as Sutter Rock Capital Corp.
and as GSV Capital Corp.
−Removed: and formed in September 2010 as a Maryland corporation, is an internally
−Removed: managed, non-diversified closed-end management investment company.
−Removed: The Company has elected to be regulated as a business development
−Removed: company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be
−Removed: treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue
−Removed: Code of 1986, as amended (the “Code”).
−Removed: Company’s date of inception was January 6, 2011, which is the date it commenced development stage activities.
−Removed: The Company’s
−Removed: common stock is currently listed on the Nasdaq Global Select Market under the symbol “SSSS” (formerly “GSVC”).
−Removed: Prior to November 24, 2021, the Company’s common stock traded on the Nasdaq Capital Market under the same symbol (“SSSS”).
−Removed: The Company began its investment operations during the second quarter of 2011.
−Removed: table below displays the Company’s subsidiaries as of September 30, 2024, which, other than GSV Capital Lending, LLC (“GCL”)
−Removed: and SuRo Capital Sports, LLC, are collectively referred to as the “Taxable Subsidiaries.” The Taxable Subsidiaries were formed
−Removed: to hold certain portfolio investments.
−Removed: The Taxable Subsidiaries, including their associated portfolio investments, are consolidated with
−Removed: the Company for accounting purposes, but have elected to be treated as separate entities for U.S.
+Added: and formed in September 2010 as a Maryland corporation, is an internally managed, non-diversified closed-end
+Added: management investment company.
+Added: The Company has elected to be regulated as a business development company (“BDC”) under the
+Added: Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify annually,
+Added: as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
+Added: The Company’s date of
+Added: inception was January 6, 2011, which is the date it commenced development stage activities.
+Added: The Company’s common stock is currently
+Added: listed on the Nasdaq Global Select Market under the symbol “SSSS” (formerly “GSVC”).
+Added: Prior to November 24, 2021,
+Added: the Company’s common stock traded on the Nasdaq Capital Market under the same symbol (“SSSS”).
+Added: The Company began its
+Added: investment operations during the second quarter of 2011.
+Added: The table below displays the
+Added: Company’s subsidiaries as of March 31, 2025, which, other than GSV Capital Lending, LLC (“GCL”) and SuRo Capital Sports,
+Added: LLC, are collectively referred to as the “Taxable Subsidiaries.” The Taxable Subsidiaries were formed to hold certain portfolio
+Added: The Taxable Subsidiaries, including their associated portfolio investments, are consolidated with the Company for accounting
+Added: purposes, but have elected to be treated as separate corporations for U.S.
federal income tax purposes.
−Removed: formed to originate portfolio loan investments within the state of California and is consolidated with the Company for accounting purposes.
−Removed: Refer to “Note 2—Significant Accounting Policies— Basis of Consolidation ” below for further detail.
+Added: GCL was formed to originate portfolio
+Added: loan investments within the state of California and is consolidated with the Company for accounting purposes.
+Added: Refer to “Note 2—Significant
+Added: Accounting Policies— Basis of Consolidation ” below for further detail.
OF COMPANY’S SUBSIDIARIES
+Added: Jurisdiction of
Incorporation
2 unchanged sentences
March 19, 2021
−Removed: Subsidiaries below are referred
−Removed: to collectively as the “Taxable Subsidiaries”
+Added: Subsidiaries below are referred to collectively as the “Taxable Subsidiaries”
GSVC AE Holdings, Inc.
6 unchanged sentences
August 13, 2013
−Removed: Company’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity
−Removed: and equity-related investments, and to a lesser extent, income from debt investments.
−Removed: The Company invests principally in the equity securities
−Removed: of what it believes to be rapidly growing venture capital-backed emerging companies.
−Removed: The Company may invest in these portfolio companies
−Removed: through direct offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, negotiations
−Removed: with selling stockholders, investment funds, or through special purpose vehicles (“SPVs”) and other investment funds for the purpose of investing in securities of a single
−Removed: private issuer.
−Removed: In addition, the Company may invest in private credit and in founders equity, founders warrants, and private investment
−Removed: in public equity transactions of special purpose acquisition companies (“SPACs”).
−Removed: The Company may also invest on an opportunistic
−Removed: basis in select publicly traded equity securities or certain non-U.S.
−Removed: companies that otherwise meet its investment criteria, subject
−Removed: to any applicable limitations under the 1940 Act.
−Removed: CAPITAL CORP.
+Added: The Company’s investment
+Added: objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equity and equity-related investments,
+Added: and to a lesser extent, income from debt investments.
+Added: The Company invests principally in the equity securities of what it believes to
+Added: be rapidly growing venture capital-backed emerging companies.
+Added: The Company may invest in these portfolio companies through direct offerings
+Added: of the prospective portfolio companies, transactions on secondary marketplaces for private companies, negotiations with selling stockholders,
+Added: investment funds, or through SPVs and other investment funds for the purpose of investing in
+Added: securities of a single private issuer.
+Added: In addition, the Company may invest in private credit and in founders equity, founders warrants,
+Added: and private investment in public equity transactions of special purpose acquisition companies (“SPACs”).
+Added: The Company may also
+Added: invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S.
+Added: companies that otherwise meet its investment
+Added: criteria, subject to any applicable limitations under the 1940 Act.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: March 31, 2025
2— SIGNIFICANT ACCOUNTING POLICIES
−Removed: of Presentation
−Removed: interim unaudited condensed consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity
−Removed: generally accepted accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and
−Removed: Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
−Removed: The Company is an investment company
−Removed: following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Board’s (“FASB”)
−Removed: Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies .
−Removed: In the opinion
−Removed: of management, all adjustments, all of which were of a normal recurring nature, were considered necessary for the fair presentation of
−Removed: consolidated financial statements for the period have been included.
−Removed: results of operations for the current interim period are not necessarily indicative of results that ultimately may be achieved for any
−Removed: other interim period or for the year ending December 31, 2024.
−Removed: The interim unaudited condensed consolidated financial statements and
−Removed: notes hereto should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s
−Removed: annual report on Form 10-K for the year ended December 31, 2023.
−Removed: of Consolidation
−Removed: Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting
−Removed: Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled
−Removed: operating company that provides substantially all of its services and benefits to the Company, and certain entities established for tax
−Removed: purposes where the Company holds a 100% interest.
−Removed: Accordingly, the Company’s Condensed Consolidated Financial Statements include
−Removed: its accounts and the accounts of the Taxable Subsidiaries, GCL, and SuRo Sports, its wholly owned subsidiaries.
−Removed: All intercompany balances
−Removed: and transactions have been eliminated in consolidation.
−Removed: The Company invests in and lends to portfolio companies in various industries, including artificial intelligence,
−Removed: consumer goods and services, education technology, financial technology and services, logistics and supply chain, software-as-a-service,
−Removed: The Company separately evaluates the performance of each of its portfolio company investments.
−Removed: However, because each of these
−Removed: venture capital investments has similar business and economic characteristics, they have been aggregated into a single reportable segment.
−Removed: preparation of Condensed Consolidated Financial Statements in accordance with GAAP requires the Company’s management to make a
−Removed: number of significant estimates.
−Removed: These include estimates of the fair value of certain assets and liabilities and other estimates that
−Removed: affect the reported amounts of certain assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the
−Removed: reported amounts of certain revenues and expenses during the reporting period.
−Removed: It is likely that changes in these estimates may occur
−Removed: in the near term.
−Removed: The Company’s estimates are inherently subjective in nature and actual results could differ materially from such
−Removed: Uncertainties
−Removed: and Risk Factors
−Removed: Company is subject to a number of risks and uncertainties in the nature of its operations, as well as vulnerability due to certain concentrations.
−Removed: Refer to “Risk Factors” in Part II, Item 1A of this Form 10-Q for a detailed discussion of the risks and uncertainties inherent
−Removed: in the nature of the Company’s operations.
−Removed: Refer to “Note 4—Investments at Fair Value” for an overview of the
−Removed: Company’s industry and geographic concentrations.
−Removed: at Fair Value
−Removed: Company applies fair value accounting in accordance with GAAP and the AICPA’s Audit and Accounting Guide for Investment Companies.
−Removed: The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act.
−Removed: 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
−Removed: market participants at the measurement date.
−Removed: GAAP establishes a framework for measuring fair value that includes a hierarchy used to
−Removed: classify the inputs used in measuring fair value.
−Removed: The hierarchy prioritizes the inputs to valuation techniques used to measure fair value
−Removed: into three levels.
−Removed: The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest
−Removed: level input that is significant to the fair value measurement.
−Removed: The levels of the fair value hierarchy are as follows:
−Removed: 1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has
−Removed: the ability to access at the measurement date.
−Removed: CAPITAL CORP.
+Added: Basis of Presentation
+Added: The condensed consolidated financial
+Added: statements of the Company are prepared on the accrual basis of accounting in conformity with U.S.
+Added: generally accepted accounting principles
+Added: (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X under the Securities Exchange Act
+Added: of 1934, as amended (the “Exchange Act”).
+Added: The Company is an investment company following the specialized accounting and reporting
+Added: guidance specified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)
+Added: Topic 946, Financial Services—Investment Companies .
+Added: In the opinion of management, all adjustments, all of which were of a
+Added: normal recurring nature, were considered necessary for the fair presentation of condensed consolidated financial statements for the period
+Added: have been included.
+Added: Basis of Consolidation
+Added: Under Article 6 of Regulation
+Added: S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Audit and Accounting Guide for Investment
+Added: Companies, the Company is precluded from consolidating any entity other than another investment company, a controlled operating company
+Added: that provides substantially all of its services and benefits to the Company, and certain entities established for tax purposes where the
+Added: Company holds a 100% interest.
+Added: Accordingly, the Company’s Condensed Consolidated Financial Statements include its accounts and the
+Added: accounts of the Taxable Subsidiaries, GCL, and SuRo Sports, its wholly owned subsidiaries.
+Added: All intercompany balances and transactions
+Added: have been eliminated in consolidation.
+Added: The Company operates as a single operating segment.
+Added: SuRo Capital has determined
+Added: that it has a single operating segment in accordance with Topic 280, Segment Reporting (“ASC 280”).
+Added: The Company operates as
+Added: a single segment with a principal investment objective to maximize our portfolio’s total return, principally by seeking capital
+Added: gains on our equity and equity-related investments, and to a lesser extent, income from debt investments.
+Added: The Company’s Chief Executive
+Added: Officer, Chief Financial Officer, and Investment Committee collectively perform the function that allocates resources and assesses performance,
+Added: and thus together, serve as the Company’s chief operating decision maker (the “CODM”).
+Added: Among other metrics, the CODM
+Added: uses Net Change in Net Assets Resulting from Operations as a primary GAAP profit or loss metric used in making operating decisions, which
+Added: can be found on the Consolidated Statement of Operations along with significant expenses.
+Added: The measure of segment assets is reported on
+Added: the Consolidated Balance Sheets as total assets.
+Added: Use of Estimates
+Added: The preparation of Condensed
+Added: Consolidated Financial Statements in accordance with GAAP requires the Company’s management to make a number of significant estimates.
+Added: These include estimates of the fair value of certain assets and liabilities and other estimates that affect the reported amounts of certain
+Added: assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the reported amounts of certain revenues
+Added: and expenses during the reporting period.
+Added: It is likely that changes in these estimates may occur in the near term.
+Added: The Company’s
+Added: estimates are inherently subjective in nature and actual results could differ materially from such estimates.
+Added: Uncertainties and Risk Factors
+Added: The Company is subject to a
+Added: number of risks and uncertainties in the nature of its operations, as well as vulnerability due to certain concentrations.
+Added: Refer to “Risk
+Added: 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
+Added: the Company’s operations.
+Added: Refer to “Note 4—Investments at Fair Value” for an overview of the Company’s industry
+Added: and geographic concentrations.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 2 —Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;
−Removed: quoted prices in markets that are not active;
−Removed: or other inputs that are observable or can be corroborated by observable market data at
−Removed: the measurement date for substantially the full term of the assets or liabilities.
−Removed: 3 —Valuations based on unobservable inputs that reflect management’s best estimate of what market participants would use
−Removed: in pricing the asset or liability at the measurement date.
−Removed: Consideration is given to the risk inherent in the valuation technique and
−Removed: the risk inherent in the inputs to the model.
−Removed: The majority of the Company’s investments are Level 3 investments and are subject
−Removed: to a high degree of judgment and uncertainty in determining fair value.
−Removed: the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement
−Removed: is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety.
−Removed: For example, a Level
−Removed: 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3).
−Removed: Therefore, gains and losses
−Removed: for such assets and liabilities categorized within the Level 3 table set forth in “Note 4—Investments at Fair Value”
−Removed: may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
−Removed: review of fair value hierarchy classifications is conducted on a quarterly basis.
−Removed: Changes in the observability of valuation inputs may
−Removed: result in a reclassification for certain financial assets or liabilities.
−Removed: Reclassifications impacting Level 3 of the fair value hierarchy
−Removed: are reported as transfers in/out of the Level 3 category as of the beginning of the measurement period in which the reclassifications
−Removed: Refer to “Levelling Policy” below for a detailed discussion of the levelling of the Company’s financial assets
−Removed: or liabilities and events that may cause a reclassification within the fair value hierarchy.
−Removed: for which market quotations are readily available on an exchange are valued at the most recently available closing price of such security
−Removed: as of the valuation date.
−Removed: If there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35,
−Removed: as modified by ASU 2022-03 (as defined below), should be incorporated into the security’s fair value measurement as a characteristic
−Removed: of the security that would transfer to market participants who would buy the security, the Company will consider those restrictions in
−Removed: the fair value determination of that security.
−Removed: Contractual sale restrictions on the sale or use of a security which are an entity-specific
−Removed: characteristic, rather than a security-specific characteristic (as discussed in ASU 2022-03), are not considered in the fair value determinations
−Removed: for such securities.
−Removed: The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or
−Removed: dealers in order to value assets.
−Removed: When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to
−Removed: determine the fair value of the security.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: Investments at Fair Value
+Added: The Company applies fair value
+Added: accounting in accordance with GAAP and the AICPA’s Audit and Accounting Guide for Investment Companies.
+Added: The Company values its assets
+Added: on a quarterly basis, or more frequently if required under the 1940 Act.
+Added: Fair value is defined as the
+Added: price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
+Added: the measurement date.
+Added: GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used
+Added: in measuring fair value.
+Added: The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels.
+Added: level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is
+Added: significant to the fair value measurement.
+Added: The levels of the fair value hierarchy are as follows:
+Added: Level 1 —Valuations
+Added: based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access at
+Added: the measurement date.
+Added: Level 2 —Valuations
+Added: based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;
+Added: quoted prices in markets
+Added: that are not active;
+Added: or other inputs that are observable or can be corroborated by observable market data at the measurement date for
+Added: substantially the full term of the assets or liabilities.
+Added: Level 3 —Valuations
+Added: based on unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset
+Added: or liability at the measurement date.
+Added: Consideration is given to the risk inherent in the valuation technique and the risk inherent in
+Added: the inputs to the model.
+Added: The majority of the Company’s investments are Level 3 investments and are subject to a high degree of judgment
+Added: and uncertainty in determining fair value.
+Added: When the inputs used to measure
+Added: fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on
+Added: the lowest level input that is significant to the fair value measurement in its entirety.
+Added: For example, a Level 3 fair value measurement
+Added: may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3).
+Added: Therefore, gains and losses for such assets and liabilities
+Added: categorized within the Level 3 table set forth in “Note 4—Investments at Fair Value” may include changes in fair value
+Added: that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
+Added: A review of fair value hierarchy
+Added: classifications is conducted on a quarterly basis.
+Added: Changes in the observability of valuation inputs may result in a reclassification for
+Added: certain financial assets or liabilities.
+Added: Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in/out
+Added: of the Level 3 category as of the beginning of the measurement period in which the reclassifications occur.
+Added: Refer to “Levelling
+Added: Policy” below for a detailed discussion of the levelling of the Company’s financial assets or liabilities and events that
+Added: may cause a reclassification within the fair value hierarchy.
+Added: Securities for which market
+Added: quotations are readily available on an exchange are valued at the most recently available closing price of such security as of the valuation
+Added: 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
+Added: 2022-03 (as defined below), should be incorporated into the security’s fair value measurement as a characteristic of the security
+Added: that would transfer to market participants who would buy the security, the Company will consider those restrictions in the fair value
+Added: determination of that security.
+Added: Contractual sale restrictions on the sale or use of a security which are an entity-specific characteristic,
+Added: rather than a security-specific characteristic (as discussed in ASU 2022-03), are not considered in the fair value determinations for
+Added: such securities.
+Added: The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers or dealers
+Added: in order to value assets.
+Added: When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to determine
+Added: the fair value of the security.
If determined to be adequate, the Company uses the quote obtained.
−Removed: for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology,
−Removed: or provides a valuation or methodology that, in the judgment of management, the Company’s Board of Directors or the valuation committee
−Removed: of the Company’s Board of Directors (the “Valuation Committee”), does not reliably represent fair value, shall each
−Removed: be valued as follows:
−Removed: quarterly valuation process begins with each portfolio company or investment being initially valued by the internal investment professionals
−Removed: responsible for the portfolio investment;
−Removed: valuation estimates are then documented and discussed with senior management;
−Removed: all investments for which there are no readily available market quotations, the Valuation Committee engages an independent third-party
−Removed: valuation firm to conduct independent appraisals, review management’s preliminary valuations and make its own independent assessment;
−Removed: CAPITAL CORP.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Valuation Committee applies the appropriate valuation methodology to each portfolio asset in a consistent manner, considers the inputs
−Removed: provided by management and the independent third-party valuation firm, discusses the valuations and recommends to the Company’s
−Removed: Board of Directors a fair value for each investment in the portfolio;
−Removed: Company’s Board of Directors then discusses the valuations recommended by the Valuation Committee and determines in good faith
−Removed: the fair value of each investment in the portfolio.
−Removed: making a good faith determination of the fair value of investments, the Board of Directors applies valuation methodologies consistent
−Removed: with industry practice.
−Removed: Valuation methods utilized include, but are not limited to, the following:
−Removed: comparisons to prices from secondary
−Removed: market transactions;
−Removed: venture capital financings;
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: Securities for which reliable
+Added: market quotations are not readily available or for which the pricing source does not provide a valuation or methodology, or provides a
+Added: valuation or methodology that, in the judgment of management, the Company’s Board of Directors or the valuation committee of the
+Added: Company’s Board of Directors (the “Valuation Committee”), does not reliably represent fair value, shall each be valued
+Added: The quarterly valuation process begins with each portfolio company or investment being initially valued
+Added: by the internal investment professionals responsible for the portfolio investment;
+Added: Preliminary valuation estimates are then documented and discussed with senior management;
+Added: For all investments for which there are no readily available market quotations, the Valuation Committee
+Added: engages an independent third-party valuation firm to conduct independent appraisals, review management’s preliminary valuations
+Added: and make its own independent assessment;
+Added: The Valuation Committee applies the appropriate valuation methodology to each portfolio asset in a consistent
+Added: manner, considers the inputs provided by management and the independent third-party valuation firm, discusses the valuations and recommends
+Added: to the Company’s Board of Directors a fair value for each investment in the portfolio;
+Added: The Company’s Board of Directors then discusses the valuations recommended by the Valuation Committee
+Added: and determines in good faith the fair value of each investment in the portfolio.
+Added: In making a good faith determination
+Added: of the fair value of investments, the Board of Directors applies valuation methodologies consistent with industry practice.
+Added: methods utilized include, but are not limited to, the following:
+Added: comparisons to prices from secondary market transactions;
+Added: venture capital
public offerings;
purchase or sales transactions;
−Removed: analysis of financial ratios and valuation
−Removed: metrics of portfolio companies that issued such private equity securities to peer companies that are public;
−Removed: analysis of the portfolio
−Removed: company’s most recent financial statements, forecasts and the markets in which the portfolio company does business, and other relevant
−Removed: The Company assigns a weighting based upon the relevance of each method to assist the Board of Directors in determining the
−Removed: fair value of each investment.
−Removed: investments that are not publicly traded or that do not have readily available market quotations, the Valuation Committee generally engages
−Removed: an independent valuation firm to provide an independent valuation, which the Company’s Board of Directors considers, among other
−Removed: factors, in making its fair value determinations for these investments.
−Removed: For the current and prior fiscal year, the Valuation Committee
−Removed: engaged an independent valuation firm to perform valuations of 100% of the Company’s investments for which there were no readily
−Removed: available market quotations.
−Removed: to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair
−Removed: value of the Company’s investments may fluctuate from period to period.
−Removed: Because of the inherent uncertainty of valuation, these
−Removed: estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed,
−Removed: and it is reasonably possible that the difference could be material.
−Removed: In addition, changes in the market environment and other events
−Removed: 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
−Removed: in unrealized appreciation or depreciation currently reflected in the condensed consolidated financial statements.
−Removed: investments for which market quotations are readily available in an active market are generally valued at the most recently available
−Removed: closing market prices and are classified as Level 1 assets.
−Removed: Equity investments with readily available market quotations that are subject
−Removed: to sales restrictions due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1.
−Removed: other equity investments with readily available market quotations that are subject to sales restrictions that would transfer to market
−Removed: participants who would buy the security may be valued at a discount for a lack of marketability (“DLOM”) to the most recently
−Removed: available closing market prices.
+Added: analysis of financial ratios and valuation metrics of portfolio companies
+Added: that issued such private equity securities to peer companies that are public;
+Added: analysis of the portfolio company’s most recent financial
+Added: statements, forecasts and the markets in which the portfolio company does business, and other relevant factors.
+Added: The Company assigns a
+Added: weighting based upon the relevance of each method to assist the Board of Directors in determining the fair value of each investment.
+Added: For investments that are not
+Added: publicly traded or that do not have readily available market quotations, the Valuation Committee generally engages an independent valuation
+Added: firm to provide an independent valuation, which the Company’s Board of Directors considers, among other factors, in making its fair
+Added: value determinations for these investments.
+Added: For the current and prior fiscal year, the Valuation Committee engaged an independent valuation
+Added: firm to perform valuations of 100% of the Company’s investments for which there were no readily available market quotations.
+Added: Due to the inherent uncertainty
+Added: of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s
+Added: investments may fluctuate from period to period.
+Added: Because of the inherent uncertainty of valuation, these estimated values may differ significantly
+Added: from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference
+Added: could be material.
+Added: In addition, changes in the market environment and other events that may occur over the life of the investments may
+Added: cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently
+Added: reflected in the condensed consolidated financial statements.
+Added: Equity Investments
+Added: Equity investments for which
+Added: market quotations are readily available in an active market are generally valued at the most recently available closing market prices
+Added: and are classified as Level 1 assets.
+Added: Equity investments with readily available market quotations that are subject to sales restrictions
+Added: due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1.
+Added: Any other equity investments
+Added: with readily available market quotations that are subject to sales restrictions that would transfer to market participants who would buy
+Added: the security may be valued at a discount for a lack of marketability (“DLOM”) to the most recently available closing market
These investments are generally classified as Level 2 assets.
−Removed: The DLOM used is generally based upon
−Removed: the market value of publicly traded put options with similar terms.
−Removed: For equity securities with readily available market quotations that
−Removed: are subject to entity-specific contractual sale restrictions, rather than security-specific contractual sale restrictions, if such entity-specific
−Removed: contractual sale restrictions first applied or were modified on or after December 15, 2023, the restrictions are not considered in the
−Removed: determination of fair value for that security.
−Removed: See “Recently Issued or Adopted Accounting Standards” for more information.
−Removed: fair values of the Company’s equity investments for which market quotations are not readily available are determined based on various
−Removed: factors and are classified as Level 3 assets.
−Removed: To determine the fair value of a portfolio company for which market quotations are not
−Removed: readily available, the Board of Directors applies the appropriate respective valuation methodology for the asset class or portfolio holding,
−Removed: which may involve analyzing the relevant portfolio company’s most recently available historical and projected financial results,
−Removed: public market comparables, and other factors.
−Removed: The Board of Directors may also consider other events, including the transaction in which
−Removed: the Company acquired its securities, subsequent equity sales by the portfolio company, and mergers or acquisitions affecting the portfolio
−Removed: In addition, the Board of Directors may consider the trends of the portfolio company’s basic financial metrics from the
−Removed: time of its original investment until the measurement date, with material improvement of these metrics indicating a possible increase
−Removed: in fair value, while material deterioration of these metrics may indicate a possible reduction in fair value.
−Removed: CAPITAL CORP.
+Added: The DLOM used is generally based upon the market value of publicly
+Added: traded put options with similar terms.
+Added: For equity securities with readily available market quotations that are subject to entity-specific
+Added: contractual sale restrictions, rather than security-specific contractual sale restrictions, if such entity-specific contractual sale restrictions
+Added: first applied or were modified on or after December 15, 2023, the restrictions are not considered in the determination of fair value for
+Added: that security.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: determining the fair value of equity or equity-linked securities (including simple agreement for future equity (“SAFE”) notes
−Removed: and warrants to purchase common or preferred stock) in a portfolio company, the Board of Directors considers the rights, preferences
−Removed: and limitations of such securities.
−Removed: When equity-linked securities expire worthless, any
−Removed: cost associated with these positions is recognized as a realized loss on investments in the Condensed Consolidated Statements of Operations
−Removed: and Condensed Consolidated Statements of Cash Flows.
−Removed: In the event these securities are exercised into common or preferred stock, the
−Removed: cost associated with these securities is reassigned to the cost basis of the new common or preferred stock.
−Removed: These conversions are noted
−Removed: as non-cash operating items on the Condensed Consolidated Statements of Cash Flows.
−Removed: the nature of the Company’s current debt investments (excluding U.S.
−Removed: Treasuries), which are principally convertible and promissory
−Removed: notes issued by venture capital-backed portfolio companies, these investments are classified as Level 3 assets because there is no known
−Removed: or accessible market or market indices for these investment securities to be traded or exchanged.
−Removed: The Company’s debt investments
−Removed: are valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
−Removed: Company’s Board of Directors determines the fair value of options based on methodologies that can include discounted cash flow
−Removed: analyses, option pricing models, comparable analyses and other techniques as deemed appropriate.
−Removed: These investments are classified as
−Removed: Level 3 assets because there is no known or accessible market or market indices for these investment securities to be traded or exchanged.
−Removed: The Company’s options are valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
−Removed: Special Purpose Vehicles and
−Removed: Investment Funds
−Removed: At various times, the Company may utilize SPVs and similar investment fund
−Removed: structures in the investment process.
−Removed: The Company advances money to these SPVs or investment funds that are formed for the specific purpose
−Removed: of investing in securities of a single private issuer.
−Removed: Generally speaking, these single asset SPVs have the following characteristics:
−Removed: (1) the underlying investment in the securities of the single private issuer is the sole activity of the SPV or investment fund;
−Removed: Company’s underlying ownership of the single private issuer is proportionate to the Company’s contributions made to the SPV
−Removed: or investment fund;
−Removed: and (3) the Company will receive its proportionate share of the cash proceeds as the single private issuer is monetized
−Removed: and distributed.
−Removed: The Condensed Consolidated Schedule of Investments presents the value of the Company’s investment in the SPV or
−Removed: investment fund.
−Removed: These SPV and fund investments are valued at estimated fair value as determined in good faith by the Company’s
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: The fair values of the Company’s
+Added: equity investments for which market quotations are not readily available are determined based on various factors and are classified as
+Added: Level 3 assets.
+Added: To determine the fair value of a portfolio company for which market quotations are not readily available, the Board of
+Added: Directors applies the appropriate respective valuation methodology for the asset class or portfolio holding, which may involve analyzing
+Added: the relevant portfolio company’s most recently available historical and projected financial results, public market comparables,
+Added: and other factors.
+Added: The Board of Directors may also consider other events, including the transaction in which the Company acquired its
+Added: securities, subsequent equity sales by the portfolio company, and mergers or acquisitions affecting the portfolio company.
+Added: the Board of Directors may consider the trends of the portfolio company’s basic financial metrics from the time of its original
+Added: investment until the measurement date, with material improvement of these metrics indicating a possible increase in fair value, while
+Added: material deterioration of these metrics may indicate a possible reduction in fair value.
+Added: In determining the fair value
+Added: of equity or equity-linked securities (including simple agreement for future equity (“SAFE”) notes and warrants to purchase
+Added: common or preferred stock) in a portfolio company, the Board of Directors considers the rights, preferences and limitations of such securities.
+Added: When equity-linked securities expire worthless, any cost associated with these positions is recognized as a realized loss on investments
+Added: in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows.
+Added: In the event these securities
+Added: are exercised into common or preferred stock, the cost associated with these securities is reassigned to the cost basis of the new common
+Added: or preferred stock.
+Added: These conversions are noted as non-cash operating items on the Condensed Consolidated Statements of Cash Flows.
+Added: Debt Investments
+Added: Given the nature of the Company’s
+Added: current debt investments (excluding U.S.
+Added: Treasuries), which are principally convertible and promissory notes issued by venture capital-backed
+Added: portfolio companies, these investments are classified as Level 3 assets because there is no known or accessible market or market indices
+Added: for these investment securities to be traded or exchanged.
+Added: The Company’s debt investments are valued at estimated fair value as
+Added: determined in good faith by the Company’s Board of Directors.
+Added: The Company’s Board of
+Added: Directors determines the fair value of options based on methodologies that can include discounted cash flow analyses, option pricing models,
+Added: comparable analyses and other techniques as deemed appropriate.
+Added: If the options are publicly traded, in accordance with our leveling policy,
+Added: the Company prices the options at the closing price on a public exchange as of the measurement date.
+Added: All other options investments are
+Added: generally classified as Level 3 assets because there is no known or accessible market or market indices for these investment securities
+Added: to be traded or exchanged.
+Added: The Company’s options are valued at estimated fair value as determined in good faith by the Company’s
Board of Directors.
−Removed: The SPVs may incur a tax liability associated with distributions made by underlying portfolio investments.
−Removed: or investment fund charges management fees or prepaid partnership expenses, those fees may adjust the cost of the SPV.
−Removed: In valuing the
−Removed: Company’s investments in venture investment funds (“Venture Investment
−Removed: Funds”), the Company may apply the practical expedient provided by the ASC Topic 820 relating to investments in certain
−Removed: entities that calculate net asset value (“NAV”) per share (or its equivalent).
−Removed: ASC Topic 820 permits an entity holding
−Removed: investments in certain entities that either are investment companies, or have attributes similar to an investment company, and
−Removed: calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such
−Removed: investments on the basis of that NAV per share, or its equivalent, without adjustment.
−Removed: Purpose Acquisition Companies
−Removed: Company’s Board of Directors measures its SPAC sponsor investments at fair value, which is equivalent to cost until a SPAC transaction
−Removed: is announced.
−Removed: After a SPAC transaction is announced, the Company’s Board of Directors will determine the fair value of SPAC investments
−Removed: based on fair value analyses that can include option pricing models, probability-weighted expected return method analyses and other techniques
−Removed: as deemed appropriate.
−Removed: Upon completion of the SPAC transaction, the Board of Directors utilizes the public share price of the entity,
−Removed: less a DLOM if there are security-specific contractual sale restrictions.
−Removed: The Company’s SPAC investments are valued at estimated
−Removed: fair value as determined in good faith by the Company’s Board of Directors.
−Removed: CAPITAL CORP.
+Added: SPVs and Investment Funds
+Added: At various times, the Company
+Added: may utilize SPVs and similar investment fund structures in the investment process.
+Added: The Company advances money to these SPVs or investment
+Added: funds that are formed for the specific purpose of investing in securities of a single private issuer.
+Added: Generally speaking, these entities
+Added: have the following characteristics:
+Added: (1) the underlying investment in the securities of the single private issuer is the sole activity
+Added: of the SPV or investment fund;
+Added: (2) the Company’s underlying ownership of the single private issuer is proportionate to the Company’s
+Added: contributions made to the SPV or investment fund;
+Added: and (3) the Company will receive its proportionate share of the cash proceeds as the
+Added: single private issuer is monetized and distributed.
+Added: The Consolidated Schedule of Investments presents the value of the Company’s
+Added: investment in the SPV or investment fund.
+Added: These SPV and fund investments are valued at estimated fair value as determined in good faith
+Added: by the Company’s Board of Directors.
+Added: The SPVs may incur a tax liability associated with distributions made by underlying portfolio
+Added: If an SPV or investment fund charges fees or expenses, those fees may impact the fair value of the Company’s investment.
+Added: In valuing the Company’s
+Added: investments in venture investment funds (“Venture Investment Funds”), the Company may apply the practical expedient provided
+Added: by the ASC Topic 820 relating to investments in certain entities that calculate net asset value (“NAV”) per share (or its
+Added: ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes
+Added: similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable,
+Added: to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Company Investment Classification
−Removed: Company is a non-diversified company within the meaning of the 1940 Act.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: Special Purpose Acquisition Companies
+Added: The Company’s Board of
+Added: Directors measures its SPAC sponsor investments at fair value, which is equivalent to cost until a SPAC transaction is announced.
+Added: a SPAC transaction is announced, the Company’s Board of Directors will determine the fair value of SPAC investments based on fair
+Added: value analyses that can include option pricing models, probability-weighted expected return method analyses and other techniques as deemed
+Added: Upon completion of the SPAC transaction, the Board of Directors utilizes the public share price of the entity, less a DLOM
+Added: if there are security-specific contractual sale restrictions.
+Added: The Company’s SPAC investments are valued at estimated fair value
+Added: as determined in good faith by the Company’s Board of Directors.
+Added: Portfolio Company Investment Classification
+Added: The Company is a non-diversified
+Added: company within the meaning of the 1940 Act.
The Company classifies its investments by level of control.
−Removed: As defined in the 1940 Act, control investments are those where the investor retains the power to exercise a controlling influence over
−Removed: the management or policies of a company.
−Removed: Control is generally deemed to exist when a company or individual directly or indirectly owns
−Removed: beneficially more than 25% of the voting securities of an investee company.
−Removed: Affiliated investments and affiliated companies are defined
−Removed: by a lesser degree of influence and are deemed to exist when a company or individual directly or indirectly owns, controls or holds the
−Removed: power to vote 5% or more of the outstanding voting securities of a portfolio company.
−Removed: Refer to the Condensed Consolidated Schedules of
−Removed: Investments as of September 30, 2024 and December 31, 2023 for details regarding the nature and composition of the Company’s investment
−Removed: portfolio companies in which the Company invests may offer their shares in IPOs.
−Removed: The Company’s shares in such portfolio companies
−Removed: are typically subject to lock-up agreements for 180 days following the IPO.
−Removed: Upon the IPO date, the Company transfers its investment from
−Removed: Level 3 to Level 1 due to the presence of an active market, or Level 2 if limited by the lock-up agreement.
−Removed: The Company prices the investment
−Removed: at the closing price on a public exchange as of the measurement date.
−Removed: In situations where there are legal or contractual restrictions
−Removed: 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
−Removed: fair value measurement as a characteristic of the security that would transfer to market participants who would buy the security, the
−Removed: Company will classify the investment as Level 2 subject to an appropriate DLOM to reflect the restrictions upon sale.
−Removed: The Company transfers
−Removed: investments between levels based on the fair value at the beginning of the measurement period in accordance with FASB ASC 820.
−Removed: For investments
−Removed: transferred out of Level 3 due to an IPO, the Company transfers these investments based on their fair value at the IPO date.
−Removed: transactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company
−Removed: , trade date).
−Removed: Securities transactions outside conventional channels, such as private transactions, are recorded as of the
−Removed: date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligation
−Removed: to pay for securities purchased or to deliver securities sold, respectively.
−Removed: of Other Financial Instruments
−Removed: carrying amounts of the Company’s other, non-investment financial instruments, consisting of cash, receivables, accounts payable,
−Removed: and accrued expenses, approximate fair value due to their short-term nature.
−Removed: Company custodies its cash with Western Alliance Trust Company, N.A., and may place cash in demand deposit accounts with other high-quality
−Removed: financial institutions.
−Removed: The cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit.
−Removed: believes the risk of loss associated with any uninsured balance is remote.
−Removed: Proceeds Receivable
−Removed: portion of the proceeds from the sale of portfolio investments are held in escrow as a recourse for indemnity claims that may arise under
−Removed: the sale agreement or other related transaction contingencies.
−Removed: Amounts held in escrow are held at estimated realizable value and included
−Removed: in net realized gains/(losses) on investments in the Condensed Consolidated Statements of Operations for the period in which they occurred
−Removed: and are adjusted as needed.
−Removed: Any remaining escrow proceeds balances from these transactions reasonably expected to be received are reflected
−Removed: on the Condensed Consolidated Statement of Assets and Liabilities as escrow proceeds receivable.
−Removed: Escrow proceeds receivable resulting
−Removed: from contingent consideration are to be recognized when the amount of the contingent consideration becomes realized or realizable.
−Removed: of September 30, 2024 and December 31, 2023, the Company had $ 63,745
−Removed: and $ 309,293 ,
−Removed: respectively, in escrow proceeds receivable.
−Removed: CAPITAL CORP.
+Added: As defined in the 1940 Act, control
+Added: investments are those where the investor retains the power to exercise a controlling influence over the management or policies of a company.
+Added: Control is generally deemed to exist when a company or individual directly or indirectly owns beneficially more than 25% of the voting
+Added: securities of a company.
+Added: Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to
+Added: exist when a company or individual directly or indirectly owns, controls or holds the power to vote 5% or more of the outstanding voting
+Added: securities of a portfolio company.
+Added: Refer to the Condensed Consolidated Schedules of Investments as of March 31, 2025 and December 31,
+Added: 2024 for details regarding the nature and composition of the Company’s investment portfolio.
+Added: Levelling Policy
+Added: The portfolio companies in which
+Added: the Company invests may offer their shares in IPOs.
+Added: The Company’s shares in such portfolio companies are typically subject to lock-up
+Added: agreements for 180 days following the IPO.
+Added: Upon the IPO date, the Company transfers its investment from Level 3 to Level 1 due to the
+Added: presence of an active market, or Level 2 if limited by the lock-up agreement.
+Added: The Company prices the investment at the closing price on
+Added: a public exchange as of the measurement date.
+Added: In situations where there are legal or contractual restrictions on the sale or use of such
+Added: security that under ASC 820-10-35 (as modified by ASU 2022-03) should be incorporated into the security’s fair value measurement
+Added: as a characteristic of the security that would transfer to market participants who would buy the security, the Company will classify the
+Added: investment as Level 2 subject to an appropriate DLOM to reflect the restrictions upon sale.
+Added: The Company transfers investments between
+Added: levels based on the fair value at the beginning of the measurement period in accordance with FASB ASC 820.
+Added: For investments transferred
+Added: out of Level 3 due to an IPO, the Company transfers these investments based on their fair value at the IPO date.
+Added: Securities Transactions
+Added: Securities transactions are
+Added: accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company ( i.e.
+Added: Securities transactions outside conventional channels, such as private transactions, are recorded as of the date the Company
+Added: obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligation to pay for securities
+Added: purchased or to deliver securities sold, respectively.
+Added: Valuation of Other Financial Instruments
+Added: The carrying amounts of the
+Added: Company’s other, non-investment financial instruments, consisting of cash, receivables, accounts payable, and accrued expenses,
+Added: approximate fair value due to their short-term nature.
+Added: SURO CAPITAL CORP.
AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Financing Costs
−Removed: Company records fees and expenses incurred in connection with financing or capital raising activities relating to the
−Removed: Company’s shelf registration statement on Form N-2 as deferred financing costs.
−Removed: The Company also incurred additional offering
−Removed: costs in connection with its 6.00 % Notes due 2026.
−Removed: The Company defers these offering costs until capital is raised pursuant to the
−Removed: shelf registration statement or as the shelf registration statement expires.
−Removed: For equity capital raised, the offering costs reduce
−Removed: paid-in capital resulting from the offering.
−Removed: These costs are deferred and amortized using the straight-line method over the
−Removed: respective life of the financing instrument.
−Removed: For modifications to a financing instrument, any unamortized origination costs are
−Removed: Company records fees and expenses incurred in connection with debt capital raises as deferred
−Removed: debt issuance costs.
−Removed: Such costs are reflected in the carrying value of the related debt instrument,
−Removed: and not the Company’s deferred financing costs.
−Removed: For debt capital raised, the associated offering costs are deferred and amortized
−Removed: as part of interest expense using the straight-line method over the life of the debt instrument.
−Removed: As of September 30, 2024 and December
−Removed: 31, 2023, the Company had deferred financing costs of $ 492,952 and $ 594,726 , respectively, on the Condensed Consolidated Statement of
−Removed: Assets and Liabilities.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: The Company custodies its cash
+Added: with Western Alliance Trust Company, N.A., and may place cash in demand deposit accounts with other high-quality financial institutions.
+Added: The cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit.
+Added: The Company believes the risk of loss
+Added: associated with any uninsured balance is remote.
+Added: Escrow Proceeds Receivable
+Added: A portion of the proceeds from
+Added: the sale of portfolio investments are held in escrow as a recourse for indemnity claims that may arise under the sale agreement or other
+Added: related transaction contingencies.
+Added: Amounts held in escrow are held at estimated realizable value and included in net realized gains/(losses)
+Added: on investments in the Condensed Consolidated Statements of Operations for the period in which they occurred and are adjusted as needed.
+Added: Any remaining escrow proceeds balances from these transactions reasonably expected to be received are reflected on the Condensed Consolidated
+Added: Statement of Assets and Liabilities as escrow proceeds receivable.
+Added: Escrow proceeds receivable resulting from contingent consideration
+Added: are to be recognized when the amount of the contingent consideration becomes realized or realizable.
+Added: As of March 31, 2025 and December
+Added: 31, 2024, the Company had $ 27,347 and $ 45,298 , respectively, in escrow proceeds receivable.
+Added: Deferred Financing Costs
+Added: The Company records fees and
+Added: expenses incurred in connection with financing or capital raising activities relating to the Company’s shelf registration statement
+Added: on Form N-2 as deferred financing costs.
+Added: The Company also incurred additional offering costs in connection with its 6.00 % Notes due 2026.
+Added: The Company defers these offering costs until capital is raised pursuant to the shelf registration statement or as the shelf registration
+Added: statement expires.
+Added: For equity capital raised, the offering costs reduce paid-in capital resulting from the offering.
+Added: These costs are deferred
+Added: and amortized using the straight-line method over the respective life of the financing instrument.
+Added: For modifications to a financing instrument,
+Added: any unamortized origination costs are expensed.
+Added: The Company records fees and
+Added: expenses incurred in connection with debt capital raises as deferred debt issuance costs.
+Added: Such costs are reflected in the carrying value
+Added: of the related debt instrument, and not the Company’s deferred financing costs.
+Added: For debt capital raised, the associated offering
+Added: costs are deferred and amortized as part of interest expense using the straight-line method over the life of the debt instrument.
+Added: March 31, 2025 and December 31, 2024, the Company had deferred financing costs of $ 538,413 and $ 526,261 , respectively, on the Condensed
+Added: Consolidated Statement of Assets and Liabilities.
OF DEFERRED FINANCING COSTS
+Added: March 31, 2025
+Added: December 31, 2024
Deferred debt issuance costs
Deferred financing costs
−Removed: to “Note 10 — Debt Capital Activities” for further detail regarding the Company’s deferred debt issuance costs.
−Removed: Leases & Related Deposits
−Removed: Company accounts for its operating leases as prescribed by ASC 842, Leases , which requires lessees to recognize a
−Removed: right-of-use asset on the balance sheet, representing its right to use the underlying asset for the lease term, and a corresponding
−Removed: lease liability for all leases with terms greater than 12 months.
−Removed: The lease expense is presented as a single lease cost that is
−Removed: amortized on a straight-line basis over the life of the lease.
−Removed: Non-lease components (maintenance, property tax, insurance and
−Removed: parking) are not included in the lease cost.
−Removed: On September 1, 2024, the Company extended the previous operating lease for office
−Removed: space, for an additional term of three years and three months, expiring March 31, 2028 .
−Removed: The Company has
−Removed: recorded a right-of-use asset and a corresponding lease liability for the operating lease obligation.
−Removed: These amounts have been
−Removed: discounted using the rate implicit in the lease.
+Added: Refer to “Note 10 — Debt Capital Activities”
+Added: for further detail regarding the Company’s deferred debt issuance costs.
+Added: Operating Leases & Related Deposits
+Added: The Company accounts for its
+Added: operating leases as prescribed by ASC 842, Leases , which requires lessees to recognize a right-of-use asset on the balance sheet,
+Added: representing its right to use the underlying asset for the lease term, and a corresponding lease liability for all leases with terms greater
+Added: than 12 months.
+Added: The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the
+Added: Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease cost.
+Added: On September 1, 2024,
+Added: the Company extended the previous operating lease for office space for an additional term of three years and three months, expiring March
+Added: The Company has recorded a right-of-use asset and a corresponding lease liability for the operating lease obligation.
+Added: 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.
−Removed: the fair value recognition provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured
−Removed: at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period.
−Removed: the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options and the
−Removed: expected volatility of the Company’s stock price.
−Removed: Differences between actual results and these estimates could have a material
−Removed: effect on the Company’s financial results.
+Added: SURO CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: Stock-based Compensation
+Added: Using the fair value recognition
+Added: provisions as prescribed by ASC 718, Stock Compensation , stock-based compensation cost is measured at the grant date based on the
+Added: fair value of the award and is recognized as expense over the appropriate service period.
+Added: Determining the fair value of stock-based awards
+Added: requires considerable judgment, including estimating the expected term of stock options and the expected volatility of the Company’s
+Added: 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.
−Removed: Refer to “Note 11—Stock-Based
−Removed: Compensation” for further detail.
−Removed: Company recognizes gains or losses on the sale of investments using the specific identification method.
−Removed: The Company recognizes interest
−Removed: income, adjusted for amortization of premium and accretion of discount, on an accrual basis.
−Removed: The Company recognizes dividend income on
−Removed: the ex-dividend date.
−Removed: Transaction Costs and Escrow Deposits
−Removed: and other costs associated with an investment transaction, including legal expenses not reimbursed by the portfolio company, are included
−Removed: in the cost basis of purchases and deducted from the proceeds of sales.
−Removed: The Company makes certain acquisitions on secondary markets,
−Removed: which may involve making deposits to escrow accounts until certain conditions are met, including the underlying private company’s
−Removed: right of first refusal.
−Removed: If the underlying private company does not exercise or assign its right of first refusal and all other conditions
−Removed: are met, then the funds in the escrow account are delivered to the seller and the account is closed.
−Removed: Such transactions would be reflected
−Removed: on the Condensed Consolidated Statement of Assets and Liabilities as escrow deposits.
−Removed: As of September 30, 2024 and December 31, 2023,
−Removed: the Company had no escrow deposits.
+Added: Refer to “Note 11—Stock-Based Compensation” for further detail.
+Added: Revenue Recognition
+Added: The Company recognizes gains
+Added: or losses on the sale of investments using the specific identification method.
+Added: The Company recognizes interest income, adjusted for amortization
+Added: of premium and accretion of discount, on an accrual basis.
+Added: The Company recognizes dividend income on the ex-dividend date.
+Added: Investment Transaction Costs and Escrow Deposits
+Added: Commissions and other costs associated
+Added: with an investment transaction, including legal expenses not reimbursed by the portfolio company, are included in the cost basis of purchases
+Added: and deducted from the proceeds of sales.
+Added: The Company makes certain acquisitions on secondary markets, which may involve making deposits
+Added: to escrow accounts until certain conditions are met, including the underlying private company’s right of first refusal.
+Added: If the underlying
+Added: private company does not exercise or assign its right of first refusal and all other conditions are met, then the funds in the escrow
+Added: account are delivered to the seller and the account is closed.
+Added: Such transactions would be reflected on the Condensed Consolidated Statement
+Added: of Assets and Liabilities as escrow deposits.
+Added: As of March 31, 2025 and December 31, 2024, the Company had no escrow deposits.
+Added: Unrealized Appreciation or Depreciation of Investments
+Added: Unrealized appreciation or depreciation
+Added: is calculated as the difference between the fair value of the investment and the cost basis of such investment.
+Added: Federal and State Income Taxes
+Added: The Company elected to be treated
+Added: and intends to qualify annually as a RIC under Subchapter M of the Code.
+Added: To qualify for tax treatment as a RIC, among other things, the
+Added: Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders
+Added: at least the sum of 90% of its investment company taxable income (“ICTI”), including payment-in-kind interest income, as defined
+Added: 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
+Added: deductions) for each taxable year (the “Annual Distribution Requirement”).
+Added: Depending on the level of ICTI earned in a tax
+Added: year, the Company may choose to carry forward into the next tax year ICTI in excess of current year dividend distributions.
+Added: Any such carryforward
+Added: ICTI must be distributed on or before December 31 of the subsequent tax year to which it was carried forward.
+Added: If the Company meets the Annual
+Added: Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year a sum of (1) 98% of its net
+Added: 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
+Added: year and (3) any income recognized, but not distributed, in preceding years (the “Excise Tax Avoidance Requirement”), it generally
+Added: will be required to pay an excise tax equal to 4% of the amount by which the Excise Tax Avoidance Requirement exceeds the distributions
+Added: for the year.
+Added: To the extent that the Company determines that its estimated current year annual taxable income will exceed estimated current
+Added: year dividend distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated excess taxable income
+Added: as taxable income is earned using an annual effective excise tax rate.
+Added: The annual effective excise tax rate is determined by dividing
+Added: the estimated annual excise tax by the estimated annual taxable income.
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Appreciation or Depreciation of Investments
−Removed: appreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment.
−Removed: Federal and State Income Taxes
−Removed: Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2014, has qualified
−Removed: to be treated as a RIC for subsequent taxable years and intends to continue to operate in a manner so as to qualify for the tax treatment
−Removed: applicable to RICs.
−Removed: To qualify for tax treatment as a RIC, among other things, the Company is required to meet certain source of income
−Removed: and asset diversification requirements and timely distribute to its stockholders at least the sum of 90% of its investment company taxable
−Removed: income (“ICTI”), including payment-in-kind interest income, as defined by the Code, and 90% of its net tax-exempt interest
−Removed: income (which is the excess of its gross tax-exempt interest income over certain disallowed deductions) for each taxable year (the “Annual
−Removed: Distribution Requirement”).
−Removed: Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward into the
−Removed: next tax year ICTI in excess of current year dividend distributions.
−Removed: Any such carryforward ICTI must be distributed on or before December
−Removed: 31 of the subsequent tax year to which it was carried forward.
−Removed: the Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar year
−Removed: 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
−Removed: ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Excise Tax
−Removed: Avoidance Requirement”), it generally will be required to pay an excise tax equal to 4% of the amount by which the Excise Tax Avoidance
−Removed: Requirement exceeds the distributions for the year.
−Removed: To the extent that the Company determines that its estimated current year annual
−Removed: taxable income will exceed estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes,
−Removed: if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate.
−Removed: The annual effective
−Removed: excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.
−Removed: long as the Company qualifies and maintains its tax treatment as a RIC, it generally will not be subject to U.S.
−Removed: federal and state income
−Removed: taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
−Removed: Rather, any tax
−Removed: liability related to income earned by the RIC will represent obligations of the Company’s investors and will not be reflected in
−Removed: the condensed consolidated financial statements of the Company.
−Removed: Included in the Company’s condensed consolidated financial statements,
−Removed: the Taxable Subsidiaries are taxable subsidiaries, regardless of whether the Company is a RIC.
−Removed: These Taxable Subsidiaries are not consolidated
−Removed: for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies.
−Removed: Such income tax
−Removed: expenses and deferred taxes, if any, will be reflected in the Company’s Condensed Consolidated Financial Statements.
−Removed: it is not treated as a RIC, the Company will be taxed as a regular corporation (a “C Corporation”) under Subchapter C of
−Removed: the Code for such taxable year.
−Removed: If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment
−Removed: as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to tax on all of its taxable income (including
−Removed: its net capital gains) at regular corporate rates.
−Removed: The Company would not be able to deduct distributions to stockholders, nor would it
−Removed: be required to make distributions.
−Removed: Distributions, including distributions of net long-term capital gain, would generally be taxable to
−Removed: its stockholders as ordinary dividend income to the extent of the Company’s current and accumulated earnings and profits.
−Removed: to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to
−Removed: such dividend;
−Removed: non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,”
−Removed: which is subject to reduced rates of U.S.
+Added: So long as the Company qualifies
+Added: and maintains its tax treatment as a RIC, it generally will not be subject to U.S.
+Added: federal and state income taxes on any ordinary income
+Added: or capital gains that it distributes at least annually to its stockholders as dividends.
+Added: Rather, any tax liability related to income earned
+Added: by the RIC will represent obligations of the Company’s investors and will not be reflected in the condensed consolidated financial
+Added: statements of the Company.
+Added: Included in the Company’s condensed consolidated financial statements, the Taxable Subsidiaries are subject
+Added: federal income tax imposed at corporate rates on their income, regardless of whether the Company is a RIC.
+Added: These Taxable Subsidiaries
+Added: are not consolidated for U.S.
+Added: federal income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio
+Added: Such income tax expenses and deferred taxes, if any, will be reflected in the Company’s Condensed Consolidated Financial
+Added: If it is not treated as a RIC,
+Added: the Company will be taxed as a regular corporation (a “C Corporation”) under Subchapter C of the Code for such taxable year.
+Added: If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment as a RIC, and certain amelioration
+Added: provisions are not applicable, the Company would be subject to tax on all of its taxable income (including its net capital gains) at regular
+Added: corporate rates.
+Added: The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions.
+Added: Distributions, including distributions of net long-term capital gain, would generally be taxable to its stockholders as ordinary dividend
+Added: income to the extent of the Company’s current and accumulated earnings and profits.
+Added: Subject to certain limitations under the Code,
+Added: corporate stockholders would be eligible to claim a dividend received deduction with respect to such dividend;
+Added: non-corporate stockholders
+Added: would generally be able to treat such dividends as “qualified dividend income,” which is subject to reduced rates of U.S.
federal income tax.
−Removed: Distributions in excess of the Company’s current and accumulated
−Removed: earnings and profits would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any
−Removed: remaining distributions would be treated as a capital gain.
−Removed: In order to requalify as a RIC, in addition to the other requirements discussed
−Removed: above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed
−Removed: to qualify as a RIC by the end of the first year that it intends to requalify for tax treatment as a RIC.
−Removed: If the Company fails to requalify
−Removed: 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
−Removed: gains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses
−Removed: that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification
−Removed: or when recognized over the next five years.
+Added: Distributions in excess of the Company’s current and accumulated earnings and profits would be treated first
+Added: as a return of capital to the extent of the stockholder’s adjusted tax basis, and any remaining distributions would be treated as
+Added: a capital gain.
+Added: In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to
+Added: distribute all of its previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first
+Added: year that it intends to requalify for tax treatment as a RIC.
+Added: If the Company fails to requalify for tax treatment as a RIC for a period
+Added: 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
+Added: (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect
+Added: to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next five
Refer to “Note 9—Income Taxes” for further details.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Share Information
−Removed: change in net assets resulting from operations per basic common share is computed using the weighted-average number of shares outstanding
−Removed: for the period presented.
−Removed: Diluted net change in net assets resulting from operations per common share is computed by dividing net increase/(decrease)
+Added: Per Share Information
+Added: Net change in net assets resulting
+Added: from operations per basic common share is computed using the weighted-average number of shares outstanding for the period presented.
+Added: 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
5 unchanged sentences
Issued or Adopted Accounting Standards
−Removed: June 2022, the FASB issued ASU No.
−Removed: 2022-03, “Fair Value Measurements (Topic 820):
−Removed: Fair Value Measurement of Equity Securities Subject
−Removed: to Contractual Sale Restrictions.” This change prospectively prohibits entities from taking into account certain contractual restrictions
−Removed: on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions.
−Removed: The standard is
−Removed: effective for annual periods beginning after December 15, 2023, and applied prospectively.
−Removed: The Company adopted the requirements of ASU
−Removed: 2022-03 during the period ended March 31, 2024.
−Removed: December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this update require
−Removed: more disaggregated information on income taxes paid.
+Added: In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements:
+Added: Codification Amendments in Response to the
+Added: SEC’s Disclosure Update and Simplification Initiative.” ASU 2023-06 amends the disclosure or presentation requirements related to various
+Added: subtopics in the FASB Accounting Standards Codification including requiring investment companies to disclose the components of capital
+Added: on the balance sheet.
+Added: The amendments in ASU 2023-06 will become effective on the date which the SEC’s removal of related disclosures from
+Added: Regulation S-X or Regulation S-K become effective.
+Added: The Company is currently evaluating the impact of the new guidance.
+Added: However, it does
+Added: not expect ASU 2023-06 to have a material impact on the Company’s future financial statements.
+Added: In December 2023, the FASB issued
+Added: ASU 2023-09, “Improvements to Income Tax Disclosures.” ASU 2023-09 requires more disaggregated information
+Added: on income taxes paid.
The standard is effective for annual periods beginning after December 15, 2024.
Early adoption is permitted;
−Removed: however, the Company has not elected to adopt this provision as of the date of the condensed consolidated
+Added: the Company has not elected to adopt this provision as of the date of the condensed consolidated financial statements.
+Added: The Company is
+Added: still assessing the impact of the new guidance.
+Added: However, it does not expect ASU 2023-09 to have a material impact on the Company’s
+Added: future financial statements.
+Added: In March 2024, the FASB
+Added: issued ASU 2024-01, “Compensation - Stock Compensation (Topic 718):
+Added: Scope Application of Profits Interest and Similar
+Added: Awards.” ASU 2024-01 clarifies how an entity determines whether a profits interest or similar award is within the scope of
+Added: Topic 718 or not a share-based payment arrangement and therefore within the scope of other guidance.
+Added: ASU 2024-01 is currently
+Added: effective for public entities.
+Added: The Company adopted this provision as of the date of
+Added: the condensed consolidated financial statements.
+Added: However, ASU 2024-01 does not have a material impact on the Company’s financial statements.
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: In November 2024, the FASB issued
+Added: ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures”, which requires
+Added: disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization
+Added: and depletion, within relevant income statement captions.
+Added: ASU 2024-03 is effective for fiscal years beginning after December 15, 2026,
+Added: and interim periods beginning with the first quarter ended March 31, 2028.
+Added: Early adoption and retrospective application is permitted.
The Company is still assessing the impact of the new guidance.
−Removed: However, it does not expect ASU 2023-09 to have
−Removed: a material impact on the Company’s future financial statements.
−Removed: March 2024, the FASB issued ASU 2024-01, “Compensation - Stock Compensation (Topic 718):
−Removed: Scope Application of Profits Interest
−Removed: and Similar Awards.” ASU 2024-01 clarifies how an entity determines whether a profits interest or similar award is within the scope
−Removed: of Topic 718 or not a share-based payment arrangement and therefore within the scope of other guidance.
−Removed: ASU 2024-01 is effective for
−Removed: public entities for fiscal years beginning after December 15, 2024, and interim periods in fiscal years beginning after December 15,
−Removed: Early adoption is permitted;
−Removed: however, the Company has not elected to adopt this provision as of the date of the condensed consolidated
−Removed: financial statements.
−Removed: The Company is currently evaluating the impact of the new guidance.
−Removed: However, it does not expect ASU 2024-01 to
−Removed: have a material impact on the Company’s future financial statements.
−Removed: November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures
−Removed: (“ASU 2023- 07”),” which enhances disclosure requirements about significant segment expenses that are regularly
−Removed: provided to the chief operating decision maker (the “CODM”).
−Removed: ASU 2023-07, among other things, (i) requires a single
−Removed: segment public entity to provide all of the disclosures as required by Topic 280, (ii) requires a public entity to disclose the
−Removed: title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in
−Removed: assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect
−Removed: more than one performance measure.
−Removed: ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim
−Removed: periods beginning with the first quarter ended March 31, 2025.
−Removed: Early adoption is permitted and retrospective adoption is required
−Removed: for all prior periods presented.
−Removed: The Company is currently assessing the impact of this guidance, however, the Company does not
−Removed: expect a material impact on its condensed consolidated financial statements.
−Removed: time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company
−Removed: as of the specified effective date.
−Removed: The Company believes that the impact of recently issued standards and any that are not yet effective
−Removed: will not have a material impact on its condensed consolidated financial statements upon adoption.
−Removed: 3— RELATED-PARTY ARRANGEMENTS
−Removed: Company’s executive officers and directors serve or may serve as officers, directors, or managers of entities that operate in a
−Removed: line of business similar to the Company’s, including new entities that may be formed in the future.
−Removed: Accordingly, they may have
−Removed: obligations to investors in those entities, the fulfillment of which might not be in the best interests of the Company or the Company’s
−Removed: stockholders.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 1940 Act prohibits the Company from participating in certain negotiated co-investments with certain affiliates unless it receives an
−Removed: order from the SEC permitting it to do so.
−Removed: As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactions
−Removed: with certain of its affiliates without the prior approval of the Board of Directors, including its independent directors, and, in some
−Removed: cases, the SEC.
−Removed: The affiliates with which the Company may be prohibited from transacting include its officers, directors, and employees
−Removed: and any person controlling or under common control with the Company, subject to certain exceptions.
−Removed: the ordinary course of business, the Company may enter into transactions with portfolio companies that may be considered related-party
−Removed: transactions.
−Removed: To ensure that the Company does not engage in any prohibited transactions with any persons affiliated with the Company,
−Removed: the Company has implemented certain written policies and procedures whereby the Company’s executive officers screen each of the
−Removed: Company’s transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlled
−Removed: by the Company, and the Company’s executive officers and directors.
−Removed: Company’s investment in Churchill Sponsor VII LLC, the sponsor of Churchill Capital Corp.
−Removed: VII, a SPAC, constituted a “remote-affiliate”
−Removed: transaction for purposes of the 1940 Act in light of the fact that Mark D.
−Removed: Klein, the Company’s Chairman, Chief Executive Officer
−Removed: and President, has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling member
−Removed: of the board of directors of Churchill Capital Corp.
+Added: However, it does not expect ASU 2024-03 to have a material impact on the
+Added: Company’s future financial statements.
+Added: In November 2024, the FASB issued
+Added: ASU 2024-04, “Debt — Debt with Conversion and Other Options”, which amends ASC 470-20 to clarify the requirements related
+Added: to accounting for the settlement of a debt instrument as an induced conversion.
+Added: The amendments are effective for fiscal years and interim
+Added: periods within fiscal years beginning after December 15, 2025.
+Added: The Company is still assessing the impact of the new guidance.
+Added: From time to time, new accounting
+Added: pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective
+Added: The Company believes that the impact of recently issued standards and any that are not yet effective will not have a material impact
+Added: on its condensed consolidated financial statements upon adoption.
+Added: NOTE 3— RELATED-PARTY ARRANGEMENTS
+Added: The Company’s executive
+Added: officers and directors serve or may serve as officers, directors, or managers of entities that operate in a line of business similar to
+Added: the Company’s, including new entities that may be formed in the future.
+Added: Accordingly, they may have obligations to investors in those
+Added: entities, the fulfillment of which might not be in the best interests of the Company or the Company’s stockholders.
+Added: The 1940 Act prohibits the Company
+Added: from participating in certain negotiated co-investments with certain affiliates unless it receives an order from the SEC permitting it
+Added: As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactions with certain of its affiliates
+Added: without the prior approval of the Board of Directors, including its independent directors, and, in some cases, the SEC.
+Added: The affiliates
+Added: with which the Company may be prohibited from transacting include its officers, directors, and employees and any person controlling or
+Added: under common control with the Company, subject to certain exceptions.
+Added: In the ordinary course of business,
+Added: the Company may enter into transactions with portfolio companies that may be considered related-party transactions.
+Added: To ensure that the
+Added: Company does not engage in any prohibited transactions with any persons affiliated with the Company, the Company has implemented certain
+Added: written policies and procedures whereby the Company’s executive officers screen each of the Company’s transactions for any
+Added: possible affiliations between the proposed portfolio investment, the Company, companies controlled by the Company, and the Company’s
+Added: executive officers and directors.
+Added: The Company’s investment
+Added: in Churchill Sponsor VII LLC, the sponsor of Churchill Capital Corp.
+Added: VII, a SPAC, constituted a “remote-affiliate” transaction
+Added: for purposes of the 1940 Act in light of the fact that Mark D.
+Added: Klein, the Company’s Chairman, Chief Executive Officer and President,
+Added: has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling member of the board of
+Added: directors of Churchill Capital Corp.
In addition, Mr.
−Removed: Klein’s brother, Michael Klein, is a control person
−Removed: of such Churchill entities.
+Added: Klein’s brother, Michael Klein, is a control person of such Churchill
On August 18, 2024, Churchill Capital Corp.
−Removed: VII announced that it would not consummate an initial business
−Removed: combination within the time period required by its Amended and Restated Certificate of Incorporation, as amended, and the Company realized
−Removed: a loss on the entirety of its Churchill Sponsor VII LLC common share units and warrant units in the amount of $ 300,000 .
−Removed: Company’s investment in Skillsoft Corp.
−Removed: (f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a “remote-affiliate”
−Removed: transaction for purposes of the 1940 Act in light of the fact that Mr.
−Removed: Klein has a non-controlling interest in the entity that controlled
−Removed: Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp.
−Removed: II, a SPAC, and was a non-controlling member of the board of directors
−Removed: of Churchill Capital Corp.
−Removed: II, through which the Company executed a private investment in public equity transaction in order to acquire
−Removed: common shares of Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II.
−Removed: In addition, Mr.
−Removed: Klein’s brother, Michael
−Removed: Klein, was a control person of such Churchill entities.
−Removed: As of September 30, 2024, the fair value of the Company’s remote-affiliate
−Removed: investment in Skillsoft was $ 760,926 .
−Removed: Company’s initial investment in Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth) on February 26, 2021 constituted a “remote-affiliate”
−Removed: transaction for purposes of the 1940 Act in light of the fact that Keri Findley, a former senior managing director of the Company until
−Removed: her departure on March 9, 2022, was, at the time of investment, a non-controlling member of the board of directors of Shogun Enterprises,
−Removed: and held a minority equity interest in such portfolio company.
−Removed: As of September 30, 2024, the fair value of the Company’s remote-affiliate
−Removed: investment in Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth) was $ 6,217,510 .
−Removed: Company’s investment in Architect Capital PayJoy SPV, LLC also constituted a “remote-affiliate” transaction for purposes
−Removed: of the 1940 Act in light of the fact that Ms.
−Removed: Findley, at the time of investment, was a non-controlling member of the board of directors
−Removed: of the investment manager to Architect Capital PayJoy SPV, LLC, and held a minority equity interest in such investment manager.
−Removed: 28, 2024, the Company redeemed the entirety of its Membership Interest in Architect Capital PayJoy SPV, LLC.
−Removed: addition, Ms.
−Removed: Findley and Claire Councill, a former investment professional of the Company until her departure on April 15, 2022, were
−Removed: non-controlling members of the board of directors of Colombier Acquisition Corp., a SPAC, which was sponsored by Colombier Sponsor LLC,
−Removed: one of the Company’s portfolio companies until its dissolution upon completion of Colombier Acquisition Corp.’s business
−Removed: combination into PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare).
−Removed: As of September 30, 2024, the fair value of the Company’s investment
−Removed: in PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) was $ 4,457,988 .
−Removed: Company’s investment in AltC Sponsor LLC, the sponsor of AltC Acquisition Corp, a SPAC, constituted a “remote-affiliate”
−Removed: transaction for purposes of the 1940 Act in light of the fact that Mr.
−Removed: Klein has a non-controlling interest in one of the entities that
−Removed: controlled AltC Sponsor LLC, and Allison Green, the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer and
−Removed: Secretary, was a non-controlling member of the board of directors of AltC Acquisition Corp until its dissolution upon completion of AltC
−Removed: Acquisition Corp.’s business combination into Oklo, Inc.
−Removed: As of September 30, 2024, the fair value of the Company’s investment
−Removed: in Oklo, Inc.
−Removed: was $ 1,405,641 .
+Added: VII announced that it would not consummate an initial business combination within
+Added: the time period required by its Amended and Restated Certificate of Incorporation, as amended, and the Company realized a loss on the
+Added: entirety of its Churchill Sponsor VII LLC common share units and warrant units in the amount of $ 300,000 .
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: The Company’s investment
+Added: in Skillsoft Corp.
+Added: (f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a “remote-affiliate” transaction
+Added: for purposes of the 1940 Act in light of the fact that Mr.
+Added: Klein has a non-controlling interest in the entity that controlled Churchill
+Added: Sponsor II LLC, the sponsor of Churchill Capital Corp.
+Added: II, a SPAC, and was a non-controlling member of the board of directors of Churchill
Capital Corp.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 4— INVESTMENTS AT FAIR VALUE
−Removed: Portfolio Composition
−Removed: Company’s investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and
−Removed: options or agreements to purchase or acquire common and preferred stock), and to a lesser extent, debt securities, issued by private
−Removed: and publicly traded companies.
−Removed: The Company may also, from time to time, invest in U.S.
+Added: II, through which the Company executed a private investment in public equity transaction in order to acquire common shares
+Added: of Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II.
+Added: In addition, Mr.
+Added: Klein’s brother, Michael Klein, was
+Added: a control person of such Churchill entities.
+Added: As of March 31, 2025, the fair value of the Company’s remote-affiliate investment in
+Added: Skillsoft was $ 944,530 .
+Added: The Company’s investment
+Added: in AltC Sponsor LLC, the sponsor of AltC Acquisition Corp., a SPAC, constituted a “remote-affiliate” transaction for purposes
+Added: of the 1940 Act in light of the fact that Mr.
+Added: Klein has a non-controlling interest in one of the entities that controlled AltC Sponsor
+Added: LLC, and Allison Green, the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary, was a non-controlling
+Added: member of the board of directors of AltC Acquisition Corp.
+Added: until its dissolution upon completion of AltC Acquisition Corp.’s business
+Added: combination into Oklo, Inc.
+Added: As of November 15, 2024, the Company had sold its investment in Oklo, Inc.
+Added: NOTE 4— INVESTMENTS AT FAIR VALUE
+Added: Investment Portfolio Composition
+Added: The Company’s investments
+Added: in portfolio companies consist primarily of equity securities (such as common stock, preferred stock and options or agreements to purchase
+Added: or acquire common and preferred stock), and to a lesser extent, debt securities, issued by private and publicly traded companies.
+Added: Company may also, from time to time, invest in U.S.
Treasury bills.
−Removed: Non-portfolio investments represent
−Removed: investments in U.S.
+Added: Non-portfolio investments represent investments in U.S.
Treasury bills.
−Removed: As of September 30, 2024, the Company had 60
−Removed: positions in 37
+Added: As of March 31, 2025, the Company had 61 positions in 37 portfolio companies.
+Added: As of December 31, 2024, the Company had 60 positions in
37 portfolio companies.
−Removed: As of December 31, 2023, the Company had 63
−Removed: following tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as of
−Removed: September 30, 2024 and December 31, 2023:
+Added: CAPITAL CORP.
+Added: AND SUBSIDIARIES
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: The following tables summarize
+Added: the composition of the Company’s investment portfolio by security type at cost and fair value as of March 31, 2025 and December
SCHEDULE OF COMPOSITION OF INVESTMENT PORTFOLIO
+Added: March 31, 2025
+Added: December 31, 2024
+Added: Percentage of
+Added: Percentage of
Private Portfolio Companies
6 unchanged sentences
Debt Investments
−Removed: Private Portfolio Companies
−Removed: Publicly Traded Portfolio
+Added: Total Private Portfolio Companies
Publicly Traded Portfolio Companies
−Removed: Portfolio Investments
−Removed: Non-Portfolio Investments
−Removed: Treasury Bills
+Added: Total Publicly Traded Portfolio Companies
+Added: Total Investments
$ 258,117,232
2 unchanged sentences
$ 209,380,742
−Removed: Preferred Stock includes the Company’s investment
−Removed: in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested in the Convertible Equity of OpenAI Global, LLC, and the Company’s
−Removed: investment in the Class A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares of CoreWeave, Inc.
−Removed: Common Stock includes the Company’s Limited Partner Fund Investment in True Global Ventures
−Removed: 4 Plus Pte Ltd.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: geographic and industrial compositions of the Company’s portfolio at fair value as of September 30, 2024 and December 31, 2023
−Removed: were as follows:
−Removed: of September 30, 2024
−Removed: of December 31, 2023
+Added: of March 31, 2025, Preferred Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
+Added: Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, and the Company’s investment in
+Added: the Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: As of December 31, 2024, Preferred Stock also includes the Company’s investment in the Class A Interest
+Added: of ARK Type One Deep Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the Company’s investment
+Added: 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
+Added: investment in the Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: of March 31, 2025, Common Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures 4 Plus Pte
+Added: and the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in Class A common stock.
+Added: As of December 31, 2024, Common Stock also includes the Company’s Limited Partner Fund Investment
+Added: in True Global Ventures 4 Plus Pte Ltd.
+Added: of March 31, 2025, Options also includes the Company’s investments in the SAFEs of Orchard
+Added: Technologies, Inc., PayJoy, Inc., Stake Trade, Inc.
+Added: (d/b/a Prophet Exchange), and Whoop, Inc.
+Added: As of December 31, 2024, Options also includes the Company’s investments
+Added: in the SAFEs of Commercial Streaming Solutions Inc.
+Added: (d/b/a BettorView), PayJoy, Inc., and Stake Trade, Inc.
+Added: (d/b/a Prophet Exchange).
+Added: The geographic and industrial
+Added: compositions of the Company’s portfolio at fair value as of March 31, 2025 and December 31, 2024 were as follows:
+Added: As of March 31, 2025
+Added: As of December 31, 2024
+Added: Percentage of
+Added: Percentage of
+Added: Percentage of
+Added: Percentage of
Geographic Region
−Removed: $ 108,500,197
International
1 unchanged sentence
$ 209,380,742
−Removed: of September 30, 2024
−Removed: of December 31, 2023
+Added: As of March 31, 2025
+Added: As of December 31, 2024
+Added: Percentage of
+Added: Percentage of
+Added: Percentage of
+Added: Percentage of
+Added: Artificial Intelligence Infrastructure & Applications
Software-as-a-Service
−Removed: Artificial Intelligence Infrastructure & Application
Consumer Goods & Services
+Added: Financial Technology & Services
Education Technology
Logistics & Supply Chain
−Removed: Financial Technology & Services
$ 213,577,198
1 unchanged sentence
CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: table below details the composition of the Company’s industrial themes presented in the preceding tables:
−Removed: Intelligence Infrastructure
−Removed: Advanced Nuclear Technology
−Removed: & Application
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: The table below details the composition of the Company’s
+Added: industrial themes presented in the preceding tables:
+Added: Industry Theme
+Added: Artificial Intelligence Infrastructure
AI Application Fund
+Added: & Applications
AI Infrastructure
AI Infrastructure Fund
−Removed: Goods & Services
−Removed: Beverage Brand
+Added: Consumer Goods & Services
+Added: E-Commerce Marketplace
+Added: Fitness Technology
+Added: Lifestyle Beverage Brand
Micromobility
−Removed: Technology & Services
−Removed: Credit Services
−Removed: Access Technology
−Removed: Finance Technology
−Removed: Marketplace Finance
−Removed: Estate Platform
−Removed: Purpose Acquisition Company
−Removed: Investment Fund
−Removed: & Supply Chain
−Removed: Chain Technology
+Added: Education Technology
+Added: Business Education
+Added: Interactive Learning
+Added: Online Education
+Added: Financial Technology & Services
+Added: Cannabis REIT
+Added: Carbon Credit Services
+Added: Financial Services
+Added: Mobile Access Technology
+Added: Online Marketplace Finance
+Added: Real Estate Platform
+Added: Special Purpose Acquisition Company
+Added: Venture Investment Fund
+Added: Logistics & Supply Chain
+Added: Supply Chain Technology
+Added: Warehouse Automation
Software-as-a-Service
−Removed: Management Software
−Removed: Innovation Platform
−Removed: Improvement Finance
−Removed: Pharmaceutical
−Removed: Data Platform
−Removed: Media Technology
−Removed: Media & Services
+Added: Contractor Management Software
+Added: Home Improvement Finance
+Added: Knowledge Networks
+Added: Pharmaceutical Technology
+Added: Productivity Software
+Added: Retail Technology
+Added: Social Data Platform
+Added: Gaming Licensing
+Added: Gaming Technology
+Added: Geolocation Technology
+Added: Interactive Media & Services
+Added: Sports Betting
CAPITAL CORP.
1 unchanged sentence
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Valuation Inputs
−Removed: fair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowest
−Removed: level of significant input used in the valuation as of September 30, 2024 and December 31, 2023 are as follows:
+Added: Investment Valuation Inputs
+Added: The fair values of the Company’s
+Added: investments disaggregated into the three levels of the fair value hierarchy based upon the lowest level of significant input used in the
+Added: valuation as of March 31, 2025 and December 31, 2024 are as follows:
SCHEDULE OF FAIR VALUE OF INVESTMENT VALUATION INPUTS
−Removed: of September 30, 2024
+Added: As of March 31, 2025
+Added: Quoted Prices in
+Added: Active Markets for
+Added: Identical Securities
+Added: Significant Other
Investments at Fair Value
5 unchanged sentences
Debt Investments
−Removed: Portfolio Companies
−Removed: Publicly Traded Portfolio
−Removed: Traded Portfolio Companies
−Removed: Investments at Fair Value
+Added: Private Portfolio Companies
+Added: Publicly Traded Portfolio Companies
+Added: Publicly Traded Portfolio Companies
+Added: Total Investments at Fair Value
$ 191,239,437
$ 213,577,198
−Removed: Preferred Stock includes the Company’s investment
−Removed: in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested in the Convertible Equity of OpenAI Global, LLC, and the Company’s
−Removed: investment in the Class A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares of CoreWeave, Inc.
−Removed: Common Stock includes the Company’s Limited Partner Fund Investment in True Global Ventures
+Added: (1) Preferred Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
+Added: Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, and the Company’s investment in the
+Added: Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: (2) Common Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures
4 Plus Pte Ltd.
−Removed: of December 31, 2023
+Added: and the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested in Class A common stock.
+Added: (3) Options also includes the Company’s investments in the SAFEs of Orchard
+Added: Technologies, Inc., PayJoy, Inc., Stake Trade, Inc.
+Added: (d/b/a Prophet Exchange), and Whoop, Inc.
+Added: As of December 31, 2024
+Added: Quoted Prices in
+Added: Active Markets for
+Added: Identical Securities
+Added: Significant Other
Investments at Fair Value
5 unchanged sentences
Debt Investments
−Removed: Portfolio Companies
−Removed: Publicly Traded Portfolio
−Removed: Traded Portfolio Companies
−Removed: Portfolio Investments
−Removed: Non-Portfolio Investments
−Removed: Treasury bills
−Removed: Investments at Fair Value
+Added: Private Portfolio Companies
+Added: Publicly Traded Portfolio Companies
+Added: Publicly Traded Portfolio Companies
+Added: Total Investments at Fair Value
$ 191,789,622
$ 209,380,742
−Removed: Common Stock includes the Company’s
−Removed: Limited Partner Fund Investment in True Global Ventures 4 Plus Pte Ltd.
+Added: (1) Preferred Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep
+Added: Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the Company’s investment in the Class
+Added: A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares of CoreWeave, Inc., and the Company’s investment
+Added: in the Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: (2) Common Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures
+Added: 4 Plus Pte Ltd.
+Added: (3) Options also includes the Company’s investments in the SAFEs of Commercial Streaming
+Added: Solutions Inc.
+Added: (d/b/a BettorView), PayJoy, Inc., and Stake Trade, Inc.
+Added: (d/b/a Prophet Exchange).
CAPITAL CORP.
2 unchanged sentences
Unobservable Inputs for Level 3 Assets and Liabilities
−Removed: accordance with FASB ASC 820, Fair Value Measurement , the tables below provide quantitative information about the fair value measurements
−Removed: of the Company’s Level 3 assets as of September 30, 2024 and December 31, 2023.
−Removed: In addition to the techniques and inputs noted
−Removed: in the tables below, according to the Company’s valuation policy, the Board of Directors may also use other valuation techniques
−Removed: and methodologies when determining the fair value measurements of the Company’s assets.
−Removed: The tables below are not intended to be
−Removed: all-inclusive, but rather provide information on the significant Level 3 inputs as they relate to the fair value measurements of the
−Removed: Company’s assets.
−Removed: To the extent an unobservable input is not reflected in the tables below, such input is deemed insignificant
−Removed: with respect to the Company’s Level 3 fair value measurements as of September 30, 2024 and December 31, 2023.
−Removed: Significant changes
−Removed: in the inputs in isolation would result in a significant change in the fair value measurement, depending on the input and the materiality
−Removed: of the investment.
−Removed: Refer to “Note 2—Significant Accounting Policies— Investments at Fair Value ” for more
+Added: In accordance with FASB ASC
+Added: 820, Fair Value Measurement , the tables below provide quantitative information about the fair value measurements of the Company’s
+Added: Level 3 assets as of March 31, 2025 and December 31, 2024.
+Added: In addition to the techniques and inputs noted in the tables below, according
+Added: to the Company’s valuation policy, the Board of Directors may also use other valuation techniques and methodologies when determining
+Added: the fair value measurements of the Company’s assets.
+Added: The tables below are not intended to be all-inclusive, but rather provide information
+Added: on the significant Level 3 inputs as they relate to the fair value measurements of the Company’s assets.
+Added: To the extent an unobservable
+Added: input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’s Level 3 fair value
+Added: measurements as of March 31, 2025 and December 31, 2024.
+Added: Significant changes in the inputs in isolation would result in a significant
+Added: change in the fair value measurement, depending on the input and the materiality of the investment.
+Added: Refer to “Note 2—Significant
+Added: Accounting Policies— Investments at Fair Value ” for more detail.
SCHEDULE OF FAIR VALUE OF ASSETS ON UNOBSERVABLE INPUT
−Removed: of September 30, 2024
−Removed: Approach/ Technique (1)
−Removed: (Weighted Average) (3)
−Removed: Preferred stock in private
−Removed: companies (6)
−Removed: $ 138,567,805
+Added: As of March 31, 2025
+Added: Valuation Approach/Technique (1)
+Added: Unobservable Inputs (2)
+Added: Range (Weighted Average) (3)
Market Approach
Revenue Multiples
−Removed: - 5.93 x ( 1.61 x)
−Removed: Private Company Discount
−Removed: Precedent Transaction
+Added: 0.56 x - 5.80 x ( 1.64 x)
+Added: Preferred stock in private companies (6)
$ 140,040,964
−Removed: Conversion Adjustment Premium
+Added: Precedent Transactions
+Added: 25 % - 100 % ( 83 )%
Revenue Multiples
−Removed: - 1.88 x ( 1.81 x)
+Added: 1.31 x - 5.00 x ( 4.65 x)
Dissolution Risk
−Removed: Common stock in private companies (7)
−Removed: Market approach
Revenue Multiples
0.46 x - 8.29 x ( 5.68 x)
−Removed: Private Company Discount
+Added: Market Approach
+Added: Discount Rate
+Added: Common stock in private companies (7)
+Added: Precedent Transactions
75 % - 100 % ( 78.6 )%
−Removed: Precedent Transaction
−Removed: AFFO (4) multiple
+Added: AFFO (4) Multiples
Dissolution Risk
+Added: Discount Rate
Debt investments
1 unchanged sentence
Revenue Multiples
−Removed: - 1.59 x ( 1.49 x)
−Removed: Option Pricing Model
+Added: 0.90 x - 1.95 x ( 1.85 x)
Term to Expiration (Years)
−Removed: of September 30, 2024, the Board of Directors used a hybrid market and income approach to value certain common and preferred stock
−Removed: investments, as the Board of Directors felt this approach better reflected the fair value of these investments.
−Removed: In considering multiple
−Removed: valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to
−Removed: change from one period of measurement to the next;
−Removed: however, the weighting of each in determining the final fair value of a Level
−Removed: 3 investment may change based on recent events or transactions.
−Removed: The hybrid approach may also consider certain risk weightings to
−Removed: account for the uncertainty of future events.
+Added: Option Pricing Model
+Added: Precedent Transaction
+Added: 47 % - 67 % ( 47 )%
+Added: (1) As of March 31, 2025, the Board of Directors used a hybrid market and income approach to value certain
+Added: common and preferred stock investments, as the Board of Directors felt this approach better reflected the fair value of these investments.
+Added: In considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques
+Added: are not likely to change from one period of measurement to the next;
+Added: however, the weighting of each in determining the final fair value
+Added: of a Level 3 investment may change based on recent events or transactions.
+Added: The hybrid approach may also consider certain risk weightings
+Added: to account for the uncertainty of future events.
Refer to “Note 2—Significant Accounting Policies— Investments at
Fair Value ” for more detail.
−Removed: Board of Directors considers all relevant information that can reasonably be obtained when determining the fair value of Level 3
−Removed: Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions,
−Removed: or liquidity events, the type and availability of unobservable inputs may change.
−Removed: Increases/(decreases) in revenue multiples, earnings
−Removed: before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher
−Removed: (lower) fair values, all else equal.
−Removed: Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in
−Removed: higher (lower) fair values, all else equal.
−Removed: The market approach utilizes market value (revenue and EBIT) multiples of publicly traded
−Removed: comparable companies and available precedent sales transactions of comparable companies.
−Removed: The Board of Directors carefully considers
−Removed: numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies.
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: (2) The Board of Directors considers all relevant information that can reasonably be obtained when determining
+Added: the fair value of Level 3 investments.
+Added: Due to any given portfolio company’s information rights, changes in capital structure,
+Added: recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change.
+Added: Increases/(decreases) in
+Added: revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price
+Added: would result in higher (lower) fair values, all else equal.
+Added: Decreases/(increases) in discount rates, volatility, and annual risk rates,
+Added: would result in higher (lower) fair values, all else equal.
+Added: The market approach utilizes market value (revenue and EBIT) multiples of
+Added: publicly traded comparable companies and available precedent sales transactions of comparable companies.
+Added: The Board of Directors carefully
+Added: 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,
2 unchanged sentences
purchases made by the Company, and tender offers.
−Removed: Refer to “Note 2—Significant Accounting Policies— Investments
−Removed: at Fair Value ” for more detail.
−Removed: weighted averages are calculated based on the fair market value of each investment.
−Removed: Funds From Operations, or “AFFO”.
−Removed: Probability-Weighted
−Removed: Expected Return Method, or “PWERM”.
−Removed: Stock includes the Company’s investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested in
−Removed: the Convertible Equity of OpenAI Global, LLC, and the Company’s investment in the Class A Interest of CW Opportunity 2 LP
−Removed: which is invested in the Series C Preferred shares of CoreWeave, Inc.
−Removed: Stock includes the Company’s Limited Partner Fund Investment in True Global Ventures 4 Plus Pte Ltd.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: of December 31, 2023
−Removed: Approach/ Technique (1)
−Removed: (Weighted Average) (3)
+Added: Refer to “Note 2—Significant Accounting Policies— Investments at
+Added: Fair Value ” for more detail.
+Added: (3) The weighted averages are calculated based on the fair market value of each investment.
+Added: (4) Adjusted Funds From Operations, or “AFFO”.
+Added: (5) Probability-Weighted Expected Return Method, or “PWERM”.
+Added: (6) Preferred Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep Ventures
+Added: Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, and the Company’s investment in the Membership
+Added: Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: (7) Common Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures 4 Plus
+Added: and the Company’s investment in the Class A Interest of CW Opportunity
+Added: 2 LP which is invested in the Class A common stock.
+Added: (8) Options also includes the
+Added: Company’s investments in the SAFEs of Orchard Technologies, Inc., PayJoy, Inc., Stake Trade, Inc.
+Added: (d/b/a Prophet Exchange),
+Added: and Whoop, Inc .
+Added: As of December 31, 2024
+Added: Valuation Approach/ Technique (1)
+Added: Unobservable Inputs (2)
+Added: Range (Weighted Average) (3)
Preferred stock in private companies (6)
3 unchanged sentences
0.67 x - 5.96 x ( 1.82 x )
−Removed: Discount rate
−Removed: Common stock in private companies (6)
−Removed: Market approach
+Added: Precedent Transactions
+Added: 25 % - 100 % ( 55 )%
Revenue Multiples
1.76 x - 2.95 x
+Added: Dissolution Risk
75 % - 100 % ( 87.5 )%
−Removed: Discount Rate
+Added: Common stock in private companies (7)
+Added: Market Approach
+Added: Revenue Multiples
+Added: 0.77 x - 8.81 x ( 7.59 x)
+Added: Precedent Transactions
+Added: AFFO (4) Multiples
+Added: Dissolution Risk
Debt investments
1 unchanged sentence
Revenue Multiples
−Removed: - 1.66 x ( 1.56 x)
+Added: 0.90 x - 1.31 x ( 1.22 x)
+Added: Option Pricing Model
Term to Expiration (Years)
−Removed: - 5.63 ( 0.79 )
−Removed: Discount Rate
+Added: Precedent Transaction
________________________
−Removed: of December 31, 2023, the Board of Directors used a hybrid market and income approach to value certain common and preferred stock
−Removed: investments, as the Board of Directors felt this approach better reflected the fair value of these investments.
−Removed: In considering multiple
−Removed: valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to
−Removed: change from one period of measurement to the next;
−Removed: however, the weighting of each in determining the final fair value of a Level
−Removed: 3 investment may change based on recent events or transactions.
−Removed: The hybrid approach may also consider certain risk weightings to
−Removed: account for the uncertainty of future events.
+Added: (1) As of December 31, 2024, the Board of Directors used a hybrid market and income approach to value certain
+Added: common and preferred stock investments, as the Board of Directors felt this approach better reflected the fair value of these investments.
+Added: In considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques
+Added: are not likely to change from one period of measurement to the next;
+Added: however, the weighting of each in determining the final fair value
+Added: of a Level 3 investment may change based on recent events or transactions.
+Added: The hybrid approach may also consider certain risk weightings
+Added: to account for the uncertainty of future events.
Refer to “Note 2—Significant Accounting Policies— Investments at
Fair Value ” for more detail.
−Removed: Board of Directors considers all relevant information that can reasonably be obtained when determining the fair value of Level 3
−Removed: Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions,
−Removed: or liquidity events, the type and availability of unobservable inputs may change.
−Removed: Increases/(decreases) in revenue multiples, earnings
−Removed: before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher
−Removed: (lower) fair values, all else equal.
−Removed: Decreases/(increases) in discount rates, volatility, and annual risk rates, would result in
−Removed: higher (lower) fair values, all else equal.
−Removed: The market approach utilizes market value (revenue and EBIT) multiples of publicly traded
−Removed: comparable companies and available precedent sales transactions of comparable companies.
−Removed: The Board of Directors carefully considers
−Removed: numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies.
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: (2) The Board of Directors considers all relevant information that can reasonably be obtained when determining
+Added: the fair value of Level 3 investments.
+Added: Due to any given portfolio company’s information rights, changes in capital structure,
+Added: recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change.
+Added: Increases/(decreases) in
+Added: revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price
+Added: would result in higher (lower) fair values, all else equal.
+Added: Decreases/(increases) in discount rates, volatility, and annual risk rates,
+Added: would result in higher (lower) fair values, all else equal.
+Added: The market approach utilizes market value (revenue and EBIT) multiples of
+Added: publicly traded comparable companies and available precedent sales transactions of comparable companies.
+Added: The Board of Directors carefully
+Added: 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,
2 unchanged sentences
purchases made by the Company, and tender offers.
−Removed: Refer to “Note 2—Significant Accounting Policies— Investments
−Removed: at Fair Value ” for more detail.
−Removed: weighted averages are calculated based on the fair market value of each investment.
−Removed: Funds From Operations, or “AFFO”.
−Removed: Probability-Weighted
−Removed: Expected Return Method, or “PWERM”.
−Removed: Common Stock includes the Company's Limited Partner Fund Investment in True Global Ventures 4 Plus Pte Ltd.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: aggregate values of Level 3 assets and liabilities changed during the nine months ended September 30, 2024 as follows:
+Added: Refer to “Note 2—Significant Accounting Policies— Investments at
+Added: Fair Value ” for more detail.
+Added: (3) The weighted averages are calculated based on the fair market value of each investment.
+Added: (4) Adjusted Funds From Operations, or “AFFO”.
+Added: (5) Probability-Weighted Expected Return Method, or “PWERM”.
+Added: (6) Preferred Stock also includes the Company’s investment in the Class A Interest of ARK Type One Deep Ventures
+Added: Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the Company’s investment in the Class A Interest
+Added: 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
+Added: Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: (7) Common Stock also includes the Company’s Limited Partner Fund Investment in True Global Ventures 4 Plus
+Added: (8) Options also includes the Company’s investments in the SAFEs of Commercial Streaming
+Added: Solutions Inc.
+Added: (d/b/a BettorView), PayJoy, Inc., and Stake Trade, Inc.
+Added: (d/b/a Prophet Exchange).
+Added: The aggregate values of Level 3
+Added: assets and liabilities changed during the three months ended March 31, 2025 as follows:
SCHEDULE OF AGGREGATE VALUE OF ASSETS AND LIABILITIES
−Removed: Months Ended September 30, 2024
+Added: Three Months Ended March 31, 2025
Fair Value as of December 31, 2024
2 unchanged sentences
Transfers out of Level 3
−Removed: Purchases, capitalized fees and interest
−Removed: Sales/Redemptions of investments
( 5,221,824 )
1 unchanged sentence
( 10,443,648 )
−Removed: ( 13,607,969 )
+Added: Purchases, capitalized fees and interest
+Added: Sales/Redemptions of investments
Exercises and conversions (4)
( 16,770,915 )
−Removed: Realized gains/(losses)
( 1,004,240 )
−Removed: ( 7,076,812 )
−Removed: ( 14,444,680 )
−Removed: Net change in unrealized
−Removed: appreciation/(depreciation) included in earnings
−Removed: ( 19,286,404 )
+Added: Net change in unrealized appreciation/(depreciation) included in earnings
( 3,104,632 )
−Removed: Fair Value as of September 30, 2024
+Added: Fair Value as of March 31, 2025
$ 140,040,964
$ 191,239,437
−Removed: Net change in unrealized
−Removed: appreciation/ (depreciation) of Level 3 investments still held as of September 30, 2024
+Added: Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of March 31, 2025
$ ( 3,104,632 )
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
___________________
−Removed: Preferred Stock includes the Company’s investment
−Removed: in the Class A Interest of ARK Type One Deep Ventures Fund LLC which is invested in the Convertible Equity of OpenAI Global, LLC, and the Company’s
−Removed: investment in the Class A Interest of CW Opportunity 2 LP which is invested in the Series C Preferred shares of CoreWeave, Inc.
−Removed: Common Stock includes the Company’s Limited Partner Fund Investment in True Global Ventures
−Removed: 4 Plus Pte Ltd.
−Removed: the nine months ended September 30, 2024, the Company’s portfolio investments had the following corporate actions which are
−Removed: reflected above:
−Removed: shares, Class A
−Removed: shares, Class B
−Removed: - Common shares, Class A (Level 2)
−Removed: Holdings Limited (d/b/a Xpoint)
−Removed: Note 6 %, Due 10/17/2024
−Removed: shares, Series A-1
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: aggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2023 as follows:
−Removed: Ended December 31, 2023
+Added: (1) Preferred Stock also includes the Company’s investment in the Class A Interest
+Added: 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
+Added: in the Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: (2) Common Stock also includes the Company’s Limited Partner Fund Investment
+Added: in True Global Ventures 4 Plus Pte Ltd.
+Added: and the Company’s investment in the Class A Interest of CW Opportunity 2 LP which is invested
+Added: in Class A common stock.
+Added: also includes the Company’s investments in the SAFEs of Orchard Technologies, Inc., PayJoy, Inc., Stake Trade, Inc.
+Added: Prophet Exchange), and Whoop, Inc.
+Added: (4) During the three months ended March 31, 2025, the Company’s portfolio investments had the following
+Added: corporate actions which are reflected above:
+Added: Portfolio Company
+Added: Conversion from
+Added: Conversion to
+Added: CoreWeave, Inc.
+Added: Preferred shares, Series A Common shares
+Added: Common shares (Level 2)
+Added: CW Opportunity 2 LP
+Added: Preferred shares, Series C
+Added: shares (Level 3)
+Added: Commercial Streaming Solutions Inc.
+Added: (d/b/a BettorView)
+Added: Simple Agreement for Future Equity
+Added: shares, Class A-1 (Level 3)
+Added: The aggregate values of Level 3 assets and liabilities
+Added: changed during the year ended December 31, 2024 as follows:
+Added: Year Ended December 31, 2024
Fair Value as of December 31, 2023
1 unchanged sentence
$ 168,568,251
−Removed: Fair value beginning balance
−Removed: $ 117,214,465
−Removed: $ 143,865,093
Transfers out of Level 3
1 unchanged sentence
( 12,896,367 )
−Removed: ( 2,711,842 )
Purchases, capitalized fees and interest
−Removed: Sales/Maturity of investments
−Removed: ( 1,000,000 )
+Added: Sales/Redemptions of investments
( 10,375,762 )
−Removed: Exercises and conversions (1)
( 1,414,278 )
−Removed: Realized gains/(losses)
( 1,585,722 )
( 13,750,712 )
−Removed: Net change in unrealized
−Removed: appreciation/(depreciation) included in earnings
+Added: Exercises and conversions (4)
( 1,338,976 )
−Removed: Fair Value as of December 31, 2023
+Added: Realized gains/(losses)
( 7,533,623 )
( 7,076,812 )
−Removed: Fair value ending balance
( 14,448,898 )
+Added: Net change in unrealized appreciation/(depreciation) included in earnings
( 24,123,671 )
−Removed: Net change in unrealized
−Removed: appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2023
( 10,957,286 )
+Added: Fair Value as of December 31, 2024
$ 151,003,991
$ 191,789,622
−Removed: Net change in unrealized
−Removed: appreciation/ (depreciation) of Level 3 investments still held
+Added: Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2024
$ ( 32,741,143 )
1 unchanged sentence
________________________
−Removed: Common Stock includes the Company's Limited Partner Fund Investment in True Global Ventures 4 Plus Pte Ltd.
−Removed: the year ended December 31, 2023, the Company’s portfolio investments had the following corporate actions which are reflected
−Removed: Technologies, Inc.
+Added: (1) Preferred Stock also includes the Company’s investment in the Class A Interest
+Added: of ARK Type One Deep Ventures Fund LLC which is invested in the Convertible Interest Rights of OpenAI Global, LLC, the Company’s investment
+Added: 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
+Added: investment in the Membership Interest of IH10, LLC which is invested in the Series B Preferred Shares of VAST Data, Ltd.
+Added: through an SPV.
+Added: (2) Common Stock also includes the Company’s Limited Partner Fund Investment
+Added: in True Global Ventures 4 Plus Pte Ltd.
+Added: (3) Options also includes the Company’s investments in the SAFEs of PayJoy,
+Added: and Commercial Streaming Solutions Inc.
+Added: (d/b/a BettorView).
+Added: (4) During the year ended December 31, 2024, the Company’s portfolio investments had the following corporate
+Added: actions which are reflected above:
+Added: Portfolio Company
+Added: Conversion from
+Added: Conversion to
+Added: AltC Sponsor LLC
+Added: Common shares, Class A
+Added: Common shares, Class B
+Added: - Common shares, Class A (Level 2)
+Added: Xgroup Holdings Limited (d/b/a Xpoint)
+Added: Convertible Note 6 %, Due 10/17/2024
+Added: Preferred shares, Series A-1 (Level 3)
+Added: Warrants, Series A-1 (Level 3)
+Added: Warrants, Series A (Level 3)
+Added: ServiceTitan, Inc.
+Added: Common shares
+Added: Common shares (Level 2)
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: Schedule of Investments In, and Advances to, Affiliates
+Added: Transactions during the three months ended March
+Added: 31, 2025 involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:
+Added: OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
+Added: Type/Industry/Portfolio Company/Investment
+Added: Fair Value at December 31, 2024
+Added: Gains/(Losses)
+Added: Fair Value at March 31, 2025
+Added: CONTROLLED INVESTMENTS * (2)
+Added: Special Purpose Acquisition Company
+Added: Colombier Sponsor II LLC** (3) –Class W Units
+Added: Total Options
+Added: Special Purpose Acquisition Company
+Added: Colombier Sponsor II LLC** (3) –Class B Units
+Added: Total Common Stock
+Added: TOTAL CONTROLLED INVESTMENTS* (2)
+Added: NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)
+Added: Preferred Stock
+Added: Knowledge Networks
+Added: Maven Research, Inc.–Preferred shares, Series C
+Added: Maven Research, Inc.–Preferred shares, Series B
+Added: Total Knowledge Networks
+Added: Interactive Learning
+Added: StormWind, LLC (4) – Preferred
shares, Series D 8%
−Removed: Agreement for Future Equity
−Removed: Preferred shares, Series 1
−Removed: Preferred shares, Series 2
−Removed: Shares, Class A
−Removed: Enterprises, Inc.
−Removed: (d/b/a Hearth)
+Added: StormWind, LLC (4) – Preferred
+Added: shares, Series C 8%
+Added: StormWind, LLC (4) – Preferred
shares, Series B 8%
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSquare) - Common shares, Class A (Level 2)
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSquare) Warrants (Level 1)
−Removed: shares, Class A
−Removed: shares, Class B
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: of Investments In, and Advances to, Affiliates
−Removed: during the nine months ended September 30, 2024 involving the Company’s controlled investments and non-controlled/affiliate investments
−Removed: were as follows:
−Removed: OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
−Removed: Type/Industry/Portfolio
−Removed: Company/Investment
−Removed: Value at December 31, 2023
−Removed: and Amortization
+Added: StormWind, LLC (4)
+Added: – Preferred shares, Series A 8%
+Added: Total Interactive Learning
+Added: Total Preferred Stock
+Added: Online Education
+Added: Curious.com, Inc.–Common shares
+Added: Total Common Stock
+Added: TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
+Added: $ ( 472,712 )
+Added: * All portfolio investments are non-income-producing, unless otherwise identified.
+Added: Equity investments may
+Added: be subject to lock-up restrictions upon their IPO.
+Added: Preferred dividends are generally only payable when declared and paid by the portfolio
+Added: company’s board of directors.
+Added: The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors
+Added: of the Company’s portfolio investments.
+Added: (Refer to “Note 3—Related-Party Arrangements”).
+Added: All portfolio investments
+Added: are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted.
+Added: (Refer to “Note 4—Investments
+Added: at Fair Value”).
+Added: All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued
+Added: at fair value as determined in good faith by the Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant Accounting
+Added: Policies— Investments at Fair Value ”).
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: ** Indicates assets that SuRo Capital Corp.
+Added: believes do not represent
+Added: “qualifying assets” under Section 55(a) of the 1940 Act.
+Added: Of the Company’s total investments as of March 31, 2025,
+Added: 47.59 % of its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
+Added: (1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies”
+Added: of SuRo Capital Corp., as defined in the 1940 Act.
+Added: In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
+Added: if SuRo Capital Corp.
+Added: beneficially owns, directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with the
+Added: right to elect directors) of such company.
+Added: (2) “Control Investments” are investments in those companies that are “Controlled Companies”
+Added: of SuRo Capital Corp., as defined in the 1940 Act.
+Added: In general, under the 1940 Act, the Company would “Control” a portfolio
+Added: company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities
+Added: with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
+Added: an investment that is the sponsor of a special purpose acquisition company formed for the
+Added: purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
+Added: reorganization or similar business combination with one or more businesses.
+Added: (4) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly
+Added: owned subsidiary, GSVC SW Holdings, Inc.
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: Schedule of Investments
+Added: In, and Advances to, Affiliates
+Added: Transactions during the year ended December 31, 2024
+Added: involving the Company’s controlled investments and non-controlled/affiliate investments were as follows:
+Added: Type/Industry/Portfolio Company/Investment
+Added: Principal/Quantity
+Added: Interest, Fees, or
+Added: Dividends Credited
+Added: Fair Value at December 31, 2023
+Added: Transfer In/ (Out)
+Added: Purchases and
+Added: Capitalized Fees
Sales/Redemptions
1 unchanged sentence
Gains/(Losses)
−Removed: Value at September 30, 2024
−Removed: INVESTMENTS * (2)
−Removed: Purpose Acquisition Company
−Removed: Colombier Sponsor
−Removed: II LLC**–Class W Units
−Removed: $ 498,305 - -
+Added: Fair Value at December 31, 2024
+Added: CONTROLLED INVESTMENTS * (2)
+Added: Special Purpose Acquisition Company
+Added: Colombier Sponsor II LLC** (6) –Class W Units
Total Options
Preferred Stock
−Removed: Sustainability Partners, Inc.)–Preferred shares, Class A
+Added: Clean Technology
+Added: (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A
( 6,780,680 )
1 unchanged sentence
( 6,780,680 )
−Removed: Sustainability Partners, Inc.)–Common shares
−Removed: Finance Technology
−Removed: Architect Capital PayJoy
−Removed: SPV, LLC**–Membership Interest in Lending SPV***
+Added: Clean Technology
+Added: (f/k/a GSV Sustainability Partners, Inc.)–Common shares
+Added: Mobile Finance Technology
+Added: Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV***
( 10,000,000 )
−Removed: Purpose Acquisition Company
−Removed: Colombier Sponsor II LLC**–Class
+Added: Special Purpose Acquisition Company
+Added: Colombier Sponsor II LLC** (6) –Class B Units
+Added: Total Common Stock
( 10,000,000 )
−Removed: CONTROLLED INVESTMENTS* (2)
+Added: TOTAL CONTROLLED INVESTMENTS* (2)
$ ( 10,374,950 )
$ ( 6,797,425 )
−Removed: NON-CONTROLLED/AFFILIATE
−Removed: INVESTMENTS * (1)
+Added: NON-CONTROLLED/AFFILIATE INVESTMENTS * (1)
Debt Investments
−Removed: Innovation Platform
−Removed: (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8 %,
−Removed: Due 8/23/2024
+Added: Global Innovation Platform
+Added: OneValley, Inc.
+Added: (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8 %, Due 8/23/2024
$ ( 1,414,278 )
3 unchanged sentences
Preferred Stock
−Removed: Maven Research, Inc.–Preferred
−Removed: shares, Series C
−Removed: Research, Inc.–Preferred shares, Series B
Knowledge Networks
−Removed: LLC (5) – Preferred shares, Series D 8%
−Removed: LLC (5) – Preferred shares, Series C 8%
+Added: Maven Research, Inc.–Preferred shares, Series C
+Added: Maven Research, Inc.–Preferred shares, Series B
+Added: Total Knowledge Networks
+Added: Interactive Learning
+Added: StormWind, LLC (5) – Preferred shares, Series D 8%
+Added: StormWind, LLC (5) – Preferred shares, Series C 8%
( 1,427,939 )
−Removed: LLC (5) – Preferred shares, Series B 8%
+Added: StormWind, LLC (5) – Preferred shares, Series B 8%
( 1,517,142 )
−Removed: LLC (5) – Preferred shares, Series A 8%
−Removed: Interactive Learning
+Added: StormWind, LLC (5) – Preferred shares, Series A 8%
+Added: Total Interactive Learning
( 3,267,048 )
1 unchanged sentence
( 3,267,048 )
−Removed: Innovation Platform
+Added: Global Innovation Platform
+Added: OneValley, Inc.
(f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024
1 unchanged sentence
( 6,982,628 )
−Removed: Global Innovation Platform
+Added: Total Global Innovation Platform
( 1,585,722 )
( 6,982,628 )
−Removed: PSQ Holdings,
+Added: E-Commerce Marketplace
+Added: PSQ Holdings, Inc.
(d/b/a PublicSquare)** (3)(4) – Warrants
( 1,964,750 )
−Removed: ( 6,982,628 )
−Removed: Curious.com, Inc.–Common shares
−Removed: PSQ Holdings,
−Removed: (d/b/a PublicSquare)** (3)(4) – Common shares, Class A
−Removed: NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
−Removed: $ ( 3,000,000 )
−Removed: $ ( 6,598,526 )
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: portfolio investments are non-income-producing, unless otherwise identified.
−Removed: Equity investments
−Removed: may be subject to lock-up restrictions upon their IPO.
−Removed: Preferred dividends are generally
−Removed: only payable when declared and paid by the portfolio company’s board of directors.
−Removed: The Company’s directors, officers, employees and staff, as applicable, may serve on
−Removed: the board of directors of the Company’s portfolio investments.
−Removed: (Refer to “Note
−Removed: 3—Related-Party Arrangements”).
−Removed: All portfolio investments are considered Level
−Removed: 3 and valued using significant unobservable inputs, unless otherwise noted.
−Removed: (Refer to “Note
−Removed: 4—Investments at Fair Value”).
−Removed: All of the Company’s portfolio investments
−Removed: are restricted as to resale, unless otherwise noted, and were valued at fair value as determined
−Removed: in good faith by the Company’s Board of Directors.
−Removed: (Refer to “Note 2—Significant
−Removed: Accounting Policies— Investments at Fair Value ”).
−Removed: assets that SuRo Capital Corp.
−Removed: believes do not represent “qualifying assets”
−Removed: under Section 55(a) of the 1940 Act.
−Removed: Of the Company’s total investments as of September
−Removed: 30, 2024, 28.23 % of its total investments are non-qualifying assets.
−Removed: *** Investment
−Removed: is income-producing.
−Removed: (1) “Affiliate
−Removed: Investments” are investments in those companies that are “Affiliated Companies”
−Removed: of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, a company is deemed to be
−Removed: an “Affiliate” of SuRo Capital Corp.
−Removed: if SuRo Capital Corp.
−Removed: beneficially owns,
−Removed: directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with
−Removed: the right to elect directors) of such company.
−Removed: Investments” are investments in those companies that are “Controlled Companies”
−Removed: of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, under the 1940 Act, the Company
−Removed: would “Control” a portfolio company if the Company beneficially owns, directly
−Removed: or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
−Removed: the right to elect directors) and/or had the power to exercise control over the management
−Removed: or policies of such portfolio company.
−Removed: an investment considered Level 1 or Level 2 and valued using observable inputs.
−Removed: “Note 4—Investments at Fair Value”.
−Removed: (4) SuRo Capital Corp.’s ownership percentage in PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) decreased to below 5% and as
−Removed: such, PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) is no longer classified as an “affiliate investment” as of September 30, 2024.
−Removed: As such, the Company has reflected a “transfer out” of the “Non-Controlled/Affiliate Investment” category above as
−Removed: of September 30, 2024 to indicate that the investment in PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare), while still held as of September 30,
−Removed: 2024, does not meet the criteria of an affiliate investment as defined in the 1940 Act.
−Removed: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
−Removed: wholly owned subsidiary, GSVC SW Holdings, Inc.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: of Investments In, and Advances to, Affiliates
−Removed: during the year ended December 31, 2023 involving the Company’s controlled investments and non-controlled/affiliate investments
−Removed: were as follows:
−Removed: Type/Industry/Portfolio
−Removed: Company/Investment
−Removed: Value at December 31, 2022
−Removed: Gains/(Losses)
−Removed: Gains/(Losses)
−Removed: Value at December 31, 2023
−Removed: INVESTMENTS * (2)
−Removed: Purpose Acquisition Company
−Removed: Sponsor II LLC**–Class W Units
−Removed: $ ( 262,347 )
−Removed: Sponsor LLC** (6) –Class W Units
−Removed: ( 1,159,150 )
Total Options
( 1,964,750 )
−Removed: Preferred Stock
−Removed: Sustainability Partners, Inc.)–Preferred shares, Class A
−Removed: Total Preferred Stock
−Removed: Sustainability Partners, Inc.)–Common shares
−Removed: Finance Technology
−Removed: Architect Capital PayJoy
−Removed: SPV, LLC**–Membership Interest in Lending SPV***
−Removed: Purpose Acquisition Company
−Removed: Colombier Sponsor II
−Removed: LLC**–Class B Units
−Removed: Sponsor LLC** (6) –Class B Units
( 1,585,722 )
( 6,982,628 )
−Removed: CONTROLLED INVESTMENTS* (2)
−Removed: $ ( 2,715,737 )
−Removed: $ ( 600,693 )
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED
−Removed: CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Type/Industry/Portfolio Company/Investment
−Removed: Interest, Fees, or Dividends Credited in Income
−Removed: Fair Value at December 31, 2022
−Removed: Transfer In/ (Out)
−Removed: Capitalized Fees,
−Removed: Realized Gains/(Losses)
−Removed: Unrealized Gains/(Losses)
−Removed: Fair Value at December 31, 2023
−Removed: Percentage of Net Assets
−Removed: NON-CONTROLLED/AFFILIATE
−Removed: INVESTMENTS * (1)
−Removed: Debt Investments
−Removed: Innovation Platform
−Removed: (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8%, Due 8/23/2024 (3)
−Removed: $ ( 720,805 )
−Removed: Total Debt Investments
−Removed: Preferred Stock
−Removed: Maven Research, Inc.–Preferred
−Removed: shares, Series C
−Removed: Research, Inc.–Preferred shares, Series B
−Removed: Knowledge Networks
−Removed: Media Platform
−Removed: (7) – Preferred shares, Series C-2 6%
−Removed: ( 2,414,178 )
−Removed: (7) – Preferred shares, Series B 6%
−Removed: ( 4,999,999 )
−Removed: (7) – Preferred shares, Series A 6%
+Added: Online Education
+Added: Curious.com, Inc.–Common shares
+Added: E-Commerce Marketplace
+Added: PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare)** (3)(4) – Common shares, Class A
( 8,542,386 )
−Removed: (7) – Preferred shares, Series Seed 6%
−Removed: Digital Media Platform
+Added: Total Common Stock
( 8,542,386 )
−Removed: LLC (4) – Preferred shares, Series D 8%
−Removed: LLC (4) – Preferred shares, Series C 8%
−Removed: LLC (4) – Preferred shares, Series B 8%
−Removed: LLC (4) – Preferred shares, Series A 8%
−Removed: Interactive Learning
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED
−Removed: CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Type/Industry/Portfolio Company/Investment
−Removed: Interest, Fees, or Dividends Credited in Income
−Removed: Fair Value at December 31, 2022
−Removed: Transfer In/(Out)
−Removed: Purchases, Capitalized Fees, Interest and Amortization
−Removed: Realized Gains/ (Losses)
−Removed: Unrealized Gains/ (Losses)
−Removed: Fair Value at December 31, 2023
−Removed: Percentage of Net Assets
−Removed: Total Preferred
+Added: TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
$ ( 10,507,136 )
−Removed: Media Platform
−Removed: (7) – Common Warrants, Strike Price $ 0.01 , Expiration Date 4/9/2028
−Removed: Innovation Platform
−Removed: (f/k/a NestGSV, Inc.)–Preferred Warrant Series B, Strike Price $ 2.31 , Expiration Date 12/31/2023
−Removed: (f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date 8/23/2024 (5)
−Removed: Global Innovation Platform
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSquare)** (6) – Warrants
−Removed: Curious.com, Inc.–Common shares
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSquare)** (6) – Class A Common shares
−Removed: NON-CONTROLLED/AFFILIATE INVESTMENTS* (1)
$ ( 3,000,000 )
$ ( 6,598,526 )
−Removed: portfolio investments are non-income-producing, unless otherwise identified.
−Removed: Equity investments
−Removed: are subject to lock-up restrictions upon their IPO.
−Removed: Preferred dividends are generally only
−Removed: payable when declared and paid by the portfolio company’s board of directors.
−Removed: The Company’s
−Removed: directors, officers, employees and staff, as applicable, may serve on the board of directors
+Added: * All portfolio investments are non-income-producing, unless otherwise identified.
+Added: Equity investments may
+Added: be subject to lock-up restrictions upon their IPO.
+Added: Preferred dividends are generally only payable when declared and paid by the portfolio
+Added: company’s board of directors.
+Added: The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors
of the Company’s portfolio investments.
−Removed: (Refer to “Note 3—Related-Party
−Removed: Arrangements”).
−Removed: All portfolio investments are considered Level 3 and valued using significant
−Removed: unobservable inputs, unless otherwise noted.
−Removed: (Refer to “Note 4—Investments at
−Removed: Fair Value”).
−Removed: All portfolio investments are considered Level 3 and valued using unobservable
−Removed: inputs, unless otherwise noted.
−Removed: All of the Company’s portfolio investments are restricted
−Removed: as to resale, unless otherwise noted, and were valued at fair value as determined in good
−Removed: faith by the Company’s Board of Directors.
−Removed: (Refer to “Note 2—Significant
−Removed: Accounting Policies—Investments at Fair Value”).
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: assets that SuRo Capital Corp.
−Removed: believes do not represent “qualifying assets”
−Removed: under Section 55(a) of the 1940 Act.
+Added: (Refer to “Note 3—Related-Party Arrangements”).
+Added: All portfolio investments
+Added: are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted.
+Added: (Refer to “Note 4—Investments
+Added: at Fair Value”).
+Added: All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued
+Added: at fair value as determined in good faith by the Company’s Board of Directors.
+Added: (Refer to “Note 2—Significant Accounting
+Added: Policies— Investments at Fair Value ”).
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: ** Indicates assets that SuRo Capital Corp.
+Added: believes do not represent
+Added: “qualifying assets” under Section 55(a) of the 1940 Act.
Of the Company’s total investments as of December 31,
−Removed: 31, 2023, 14.03 % of its total investments are non-qualifying assets.
−Removed: *** Investment
−Removed: is income-producing.
−Removed: (1) “Affiliate
−Removed: Investments” are investments in those companies that are “Affiliated Companies”
+Added: 2024, 39.56 % of its total investments are non-qualifying assets, excluding cash and short-term US treasuries.
+Added: *** Investment is income-producing.
+Added: (1) “Affiliate Investments” are investments in those companies that are “Affiliated Companies”
of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, a company is deemed to be
−Removed: an “Affiliate” of SuRo Capital Corp.
+Added: In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp.
if SuRo Capital Corp.
−Removed: beneficially owns,
−Removed: directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with
−Removed: the right to elect directors) of such company.
−Removed: Investments” are investments in those companies that are “Controlled Companies”
+Added: beneficially owns, directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with the
+Added: right to elect directors) of such company.
+Added: (2) “Control Investments” are investments in those companies that are “Controlled Companies”
of SuRo Capital Corp., as defined in the 1940 Act.
−Removed: In general, under the 1940 Act, the Company
−Removed: would “Control” a portfolio company if the Company beneficially owns, directly
−Removed: or indirectly, more than 25% of its outstanding voting securities (i.e., securities with
−Removed: the right to elect directors) and/or had the power to exercise control over the management
−Removed: or policies of such portfolio company.
−Removed: of December 31, 2023, the investments noted had been placed on non-accrual status.
−Removed: Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s
−Removed: wholly owned subsidiary, GSVC SW Holdings, Inc.
−Removed: August 23, 2019, SuRo Capital Corp.
−Removed: amended the structure of its investment in OneValley,
−Removed: (f/k/a NestGSV, Inc.).
−Removed: As part of the agreement, SuRo Capital Corp.’s equity holdings
−Removed: (warrants notwithstanding) were restructured into a derivative security.
−Removed: OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period,
−Removed: ending August 23, 2024, while SuRo Capital Corp.
−Removed: can put the shares to OneValley, Inc.
−Removed: NestGSV, Inc.) at the end of the five year period.
−Removed: July 19, 2023, Colombier Acquisition Corp.
−Removed: (“Colombier”) stockholders approved
−Removed: a business combination with PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) and related proposals
−Removed: at a special meeting.
−Removed: Also on July 19, 2023, PSQ Holdings, Inc.
−Removed: announced that it had consummated
−Removed: the business combination with Colombier pursuant to a merger agreement between the parties,
−Removed: creating the resultant combined company PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare).
−Removed: Corp.’s shares of PSQ Holdings, Inc.
−Removed: (d/b/a PublicSquare) Class A Common shares are
−Removed: subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc.
−Removed: warrants are freely tradable.
−Removed: March 1, 2023, Ozy Media, Inc.
−Removed: suspended operations.
−Removed: On May 4, 2023, SuRo Capital Corp.
−Removed: its investment in Ozy Media, Inc.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 5— COMMON STOCK
−Removed: Repurchase Program
−Removed: August 8, 2017, the Company announced a $ 5.0 million discretionary open-market share repurchase program of shares of the Company’s
−Removed: 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
−Removed: million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”).
−Removed: Following several intervening
−Removed: approvals from the Company’s Board of Directors to increase the amount of shares of the Company’s common stock that may be
−Removed: repurchased under the discretionary Share Repurchase Program and/or to extend the Share Repurchase Program to later expiration dates, on August 7, 2023, the Company’s Board of Directors authorized an extension of, and an increase in the amount of
−Removed: shares of the Company’s common stock that may be repurchased under, the discretionary Share Repurchase Program until the earlier
−Removed: of (i) October 31, 2024 or (ii) the repurchase of $ 60.0 million in aggregate amount of the Company’s common stock.
−Removed: timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment
−Removed: opportunities.
−Removed: The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate
−Removed: the Company to acquire any specific number of shares of its common stock.
−Removed: Under the Share Repurchase Program, the Company may repurchase
−Removed: its outstanding common stock in the open market, provided that it complies with the prohibitions under its insider trading policies and
−Removed: procedures and the applicable provisions of the 1940 Act and the Exchange Act.
−Removed: the three and nine months ended September 30, 2024, the Company did no t repurchase any shares of the Company’s common stock under
−Removed: the Share Repurchase Program.
−Removed: During the three and nine months ended September 30, 2023, the Company repurchased 186,493 shares of the
−Removed: Company’s common stock under the Share Repurchase Program.
−Removed: As of September 30, 2024, the dollar value of shares that remained available
−Removed: to be purchased by the Company under the Share Repurchase Program was approximately $ 20.7 million.
−Removed: Dutch Auction Tender Offer
−Removed: February 20, 2024, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender
−Removed: Offer”) to purchase up to 2,000,000 shares of its common stock from its stockholders, which expired on April 1, 2024.
−Removed: In accordance
−Removed: with the terms of the Modified Dutch Auction Tender Offer, the Company selected the lowest price per share of not less than $ 4.00 per
−Removed: share and not greater than $ 5.00 per share.
−Removed: to the Modified Dutch Auction Tender Offer, the Company repurchased 2,000,000 shares, representing 7.9 % of its then-outstanding shares,
−Removed: on or about April 5, 2024 at a price of $ 4.70 per share.
−Removed: The Company used available cash to fund the purchase of its shares of common
−Removed: stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.
−Removed: and Restated 2019 Equity Incentive Plan
−Removed: to “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock granted
−Removed: under the Amended & Restated 2019 Equity Incentive Plan (as defined therein).
−Removed: At-the-Market
−Removed: July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (as amended, the “Sales Agreement”),
−Removed: with BTIG, LLC, JMP Securities LLC and Ladenburg Thalmann & Co., Inc.
+Added: In general, under the 1940 Act, the Company would “Control” a portfolio
+Added: company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities
+Added: with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
+Added: (3) Denotes an investment considered Level 1 or Level 2 and valued using observable inputs.
+Added: Refer to “Note
+Added: 4—Investments at Fair Value”.
+Added: (4) SuRo Capital Corp.’s ownership percentage in PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) decreased to below
+Added: 5% and as such, PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) was no longer classified as an “affiliate investment” as of September
+Added: As such, the Company has reflected a “transfer out” of the “Non-Controlled/Affiliate Investment” category
+Added: above as of September 30, 2024 to indicate that the investment in PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare), while still held as of December
+Added: 31, 2024, does not meet the criteria of an affiliate investment as defined in the 1940 Act.
+Added: (5) SuRo Capital Corp.’s investments in StormWind, LLC are held through SuRo Capital Corp.’s wholly
+Added: owned subsidiary, GSVC SW Holdings, Inc.
+Added: an investment that is the sponsor of a special purpose acquisition company formed for the
+Added: purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
+Added: reorganization or similar business combination with one or more businesses.
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: NOTE 5— COMMON STOCK
+Added: Share Repurchase Program
+Added: On August 8, 2017, the Company
+Added: announced a $ 5.0 million discretionary open-market share repurchase program of shares of the Company’s common stock, $ 0.01 par value
+Added: 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
+Added: the Company’s common stock (the “Share Repurchase Program”).
+Added: Following several intervening approvals from the Company’s
+Added: Board of Directors to increase the amount of shares of the Company’s common stock that may be repurchased under the discretionary Share
+Added: Repurchase Program and/or to extend the Share Repurchase Program to later expiration dates, on October 29, 2024, the Company’s Board
+Added: of Directors authorized an extension, and increase in the amount of common shares that may be purchased under, of the Company’s
+Added: discretionary Share Repurchase Program until the earlier of (i) October 31, 2025 or (ii) the repurchase of $ 64.3 million in aggregate
+Added: amount of the Company’s common stock.
+Added: The timing and number of shares
+Added: to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities.
+Added: Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate the Company to acquire any
+Added: specific number of shares of its common stock.
+Added: Under the Share Repurchase Program, the Company may repurchase its outstanding common stock
+Added: in the open market, provided that it complies with the prohibitions under its insider trading policies and procedures and the applicable
+Added: provisions of the 1940 Act and the Exchange Act.
+Added: During the three months ended
+Added: March 31, 2025 and 2024, the Company did no t repurchase any shares of the Company’s common stock under the Share Repurchase Program.
+Added: of March 31, 2025, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program
+Added: was approximately $ 25.0 million.
+Added: Amended and Restated 2019 Equity Incentive Plan
+Added: Refer to “Note 11—Stock-Based
+Added: Compensation” for a description of the Company’s restricted shares of common stock granted under the Amended & Restated
+Added: 2019 Equity Incentive Plan (as defined therein).
+Added: At-the-Market Offering
+Added: On July 29, 2020, the Company
+Added: established an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market Sales Agreement dated July
+Added: 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with BTIG LLC, Citizens JMP Securities,
+Added: LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co.
+Added: and Barrington Research Associates, Inc.
(collectively, the “Agents”).
−Removed: Under the Sales Agreement,
−Removed: 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
−Removed: “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM Program”).
−Removed: The Company intends to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with its investment
−Removed: objective and strategy and for general corporate purposes.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 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
−Removed: under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or sales made to or through
−Removed: a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices
−Removed: or at other negotiated prices.
−Removed: Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from
−Removed: time to time.
−Removed: 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
−Removed: under the Sales Agreement and reimbursement of certain expenses.
−Removed: The Sales Agreement contains customary representations, warranties and
−Removed: agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
−Removed: the three and nine months ended September 30, 2024 and 2023, the Company did not issue or sell Shares under the ATM Program.
−Removed: As of September
−Removed: 30, 2024, up to approximately $ 98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.
−Removed: 6— NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED
−Removed: following information sets forth the computation of basic and diluted net change in net assets resulting from operations per common share,
−Removed: pursuant to ASC 260, for the three and nine months ended September 30, 2024 and 2023.
+Added: 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
+Added: of its common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the
+Added: “ATM Program”).
+Added: The Company intends to use the net proceeds from the ATM Program to make investments in portfolio companies
+Added: in accordance with its investment objective and strategy and for general corporate purposes.
+Added: Sales of the Shares, if any,
+Added: 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
+Added: of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or sales made to or through a market maker other
+Added: than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated
+Added: Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from time to time.
+Added: The Agents will receive a commission
+Added: 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
+Added: of certain expenses.
+Added: The Sales Agreement contains customary representations, warranties and agreements of the Company, conditions to closing,
+Added: indemnification rights and obligations of the parties and termination provisions.
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: During the three months ended
+Added: March 31, 2025 and 2024, the Company did not issue or sell Shares under the ATM Program.
+Added: As of March 31, 2025, up to approximately $ 98.8
+Added: million in aggregate amount of the Shares remain available for sale under the ATM Program.
+Added: NOTE 6— NET CHANGE IN NET ASSETS RESULTING
+Added: FROM OPERATIONS PER COMMON SHARE—BASIC AND DILUTED
+Added: The following information sets
+Added: forth the computation of basic and diluted net change in net assets resulting from operations per common share, pursuant to ASC 260, for
+Added: the three months ended March 31, 2025 and 2024.
SCHEDULE OF BASIC AND
DILUTED COMMON SHARE
−Removed: Months Ended September 30,
−Removed: Months Ended September 30,
−Removed: per common share–basic:
−Removed: Net change in net assets resulting
−Removed: from operations
+Added: Three Months Ended March 31,
+Added: Earnings per common share–basic:
+Added: Net change in net assets resulting from operations
$ ( 806,715 )
$ ( 22,065,346 )
−Removed: Weighted-average common
−Removed: per common share–basic
−Removed: per common share–diluted:
−Removed: Net change in net assets
−Removed: resulting from operations
+Added: Weighted-average common shares–basic
+Added: Earnings per common share–basic
+Added: Earnings per common share–diluted:
+Added: Net change in net assets resulting from operations
$ ( 806,715 )
5 unchanged sentences
Adjustment for dilutive effect of 6.50 % Convertible Notes due 2029 (1)
−Removed: Weighted-average common
−Removed: shares outstanding–diluted (1)
−Removed: per common share–diluted
−Removed: the three and nine months ended September 30, 2024, 3,225,808 potentially dilutive common
−Removed: shares were excluded from the weighted-average common shares outstanding for diluted net
−Removed: decrease in net assets resulting from operations per common shares because the effect of
−Removed: these shares would have been anti-dilutive.
−Removed: For the three and nine months ended September
−Removed: 30, 2023, there were no potentially dilutive securities outstanding.
−Removed: 7— COMMITMENTS AND CONTINGENCIES
−Removed: the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio
−Removed: company at some future date or over a specified period of time.
−Removed: time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating
−Removed: to the enforcement of its rights under contracts with its portfolio companies.
−Removed: While the outcome of these legal proceedings cannot be
−Removed: predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial
−Removed: condition or results of operations.
+Added: Weighted-average common shares outstanding–diluted (1)
+Added: Earnings per common share–diluted
+Added: ______________________
+Added: (1) For the three months ended March 31, 2025, 4,516,131 potentially dilutive common shares were excluded
+Added: from the weighted-average common shares outstanding for diluted net change in net assets resulting from operations per common shares
+Added: because the effect of these shares would have been anti-dilutive.
+Added: For the three months ended March 31, 2024, there were no potentially
+Added: dilutive securities outstanding.
+Added: NOTE 7— COMMITMENTS AND CONTINGENCIES
+Added: In the normal course of business,
+Added: the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date
+Added: or over a specified period of time.
+Added: From time to time, the Company
+Added: may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its
+Added: rights under contracts with its portfolio companies.
+Added: While the outcome of these legal proceedings cannot be predicted with certainty,
+Added: 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.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Leases and Related Deposits
−Removed: Company currently has one operating lease for office space for which the Company has recorded a right-of-use asset and lease
−Removed: liability for the operating lease obligation.
+Added: Operating Leases and Related Deposits
+Added: The Company currently has one
+Added: 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.
−Removed: September 1, 2024, the Company extended the previous operating lease for office space for an additional term of three years and three
−Removed: months, expiring March 31, 2028.
−Removed: The lease expense is presented as a single lease cost
−Removed: that is amortized on a straight-line basis over the life of the lease.
−Removed: of September 30, 2024 and December 31, 2023, the Company booked a right-of-use asset and operating lease liability of $ 455,109 and $ 112,485 ,
−Removed: respectively, on the Condensed Consolidated Statement of Assets and Liabilities.
−Removed: As of September 30, 2024 and December 31, 2023, the
−Removed: Company recorded a security deposit of $ 16,574 and $ 16,574 , respectively, on the Condensed Consolidated Statement of Assets and Liabilities.
−Removed: For the three months ended September 30, 2024 and 2023, the Company incurred $ 49,512 and $ 52,472 , respectively, of operating lease expense.
−Removed: For the nine months ended September 30, 2024 and 2023, the Company incurred $ 155,859 and $ 151,637 , respectively, of operating lease expense.
−Removed: The amounts reflected on the Condensed Consolidated Statement of Assets and Liabilities have been discounted using the rate implicit
−Removed: in the lease.
−Removed: As of September 30, 2024, the remaining lease term was 3.3 years and the discount rate was 3.00 %.
−Removed: following table shows future minimum payments under the Company’s operating lease as of September 30, 2024:
+Added: On September 1, 2024, the Company extended the previous
+Added: 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
+Added: March 31, 2028.
+Added: On February 7, 2025, the Company executed a commencement letter, upon which the lease term was amended to begin on February
+Added: 13, 2025 and expiring May 12, 2028.
+Added: The lease expense is presented as a single lease cost that is amortized on a straight-line basis over
+Added: the life of the lease.
+Added: As of March 31, 2025 and December
+Added: 31, 2024, the Company booked a right-of-use asset and operating lease liability of $ 424,656 and $ 446,349 , respectively, on the Condensed
+Added: Consolidated Statement of Assets and Liabilities .
+Added: As of March 31, 2025 and December 31, 2024, the Company recorded a security deposit
+Added: of $ 16,574 and $ 16,574 , respectively, on the Condensed Consolidated Statement of Assets and Liabilities.
+Added: For the three months ended March
+Added: 31, 2025 and 2024, the Company incurred $ 23,188 and $ 52,662 , respectively, of operating
+Added: lease expense.
+Added: The amounts reflected on the Condensed Consolidated Statement of Assets and Liabilities have been discounted using the
+Added: rate implicit in the lease.
+Added: As of March 31, 2025, the remaining lease term was 3.2 years and the discount rate was 3.00 %.
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: The following table shows future
+Added: minimum payments under the Company’s operating lease as of March 31, 2025:
OF FUTURE MINIMUM PAYMENTS OF OPERATION LEASE
−Removed: Ended December 31,
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 8— FINANCIAL HIGHLIGHTS
+Added: For the Year Ended December 31,
+Added: NOTE 8— FINANCIAL HIGHLIGHTS
OF FINANCIAL HIGHLIGHTS
−Removed: Months Ended September 30,
−Removed: Months Ended September 30,
+Added: Three Months Ended March 31,
Per Basic Share Data
−Removed: Net asset value at beginning of
−Removed: investment loss (1)
−Removed: realized loss on investments (1)
−Removed: loss on partial repurchase of 6.00% Notes due December 30, 2026 (1)
−Removed: change in unrealized appreciation/(depreciation) of investments (1)
−Removed: Repurchase of common stock (1)
−Removed: compensation (1)
+Added: Net asset value at beginning of the year
+Added: Net investment loss (1)
+Added: Net realized loss on investments (1)
+Added: Realized loss on partial repurchase of 6.00% Notes due December 30, 2026 (1)
+Added: Net change in unrealized appreciation/(depreciation) of investments (1)
+Added: Stock-based compensation (1)
Net asset value at end of period
Per share market value at end of period
−Removed: return based on market value (2)
−Removed: Total return based on net
−Removed: asset value (2)
+Added: Total return based on market value (2)
+Added: Total return based on net asset value (2)
Shares outstanding at end of period
3 unchanged sentences
$ 181,721,135
−Removed: $ 157,437,207
−Removed: $ 211,971,043
Average net assets
1 unchanged sentence
$ 202,519,594
−Removed: $ 179,655,590
−Removed: $ 206,224,853
−Removed: of net operating expenses to average net assets (3)
−Removed: of net investment loss to average net assets (3)
+Added: Ratio of net operating expenses to average net assets (3)
+Added: Ratio of net investment loss to average net assets (3)
Portfolio Turnover Ratio
−Removed: on weighted-average number of shares outstanding for the relevant period.
−Removed: return based on market value is based upon the change in market price per share between the
−Removed: opening and ending market values per share in the period, adjusted for dividends and equity
−Removed: Total return based on net asset value is based upon the change in net asset value
−Removed: per share between the opening and ending net asset values per share in the period, adjusted
−Removed: for dividends and equity issuances.
−Removed: (3) Financial
−Removed: highlights for periods of less than one year are annualized and the ratios of operating expenses
−Removed: to average net assets and net investment loss to average net assets are adjusted accordingly.
−Removed: Because the ratios are calculated for the Company’s common stock taken as a whole,
−Removed: an individual investor’s ratios may vary from these ratios.
−Removed: 9— INCOME TAXES
−Removed: Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2014 and has
−Removed: qualified to be treated as a RIC for subsequent taxable years.
−Removed: The Company intends to continue to operate so as to qualify to be subject
−Removed: to tax treatment as a RIC under Subchapter M of the Code and, as such, will not be subject to U.S.
−Removed: federal income tax on the portion
−Removed: of taxable income (including gains) distributed as dividends for U.S.
+Added: __________________
+Added: (1) Based on weighted-average number of shares outstanding for the relevant
+Added: (2) Total return based on market value is based upon the change in market price
+Added: per share between the opening and ending market values per share in the period, adjusted for dividends and equity issuances.
+Added: 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
+Added: in the period, adjusted for dividends and equity issuances.
+Added: (3) Financial highlights for periods of less than one year are annualized and
+Added: the ratios of operating expenses to average net assets and net investment loss to average net assets are adjusted accordingly.
+Added: the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary from these
+Added: NOTE 9— INCOME TAXES
+Added: The Company elected to be treated
+Added: and intends to qualify annually as a RIC under Subchapter M of the Code and, as such, will not be subject to U.S.
+Added: federal income tax on
+Added: the portion of taxable income (including gains) timely distributed as dividends for U.S.
federal income tax purposes to stockholders.
−Removed: Taxable income includes
−Removed: the Company’s taxable interest, dividend and fee income, reduced by certain deductions, as well as taxable net realized investment
−Removed: Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in
−Removed: the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as such gains or losses are
−Removed: not included in taxable income until they are realized.
−Removed: qualify and be subject to tax as a RIC, the Company is required to meet certain income and asset diversification tests in addition to
−Removed: distributing dividends of an amount generally at least equal to 90 % of its investment company taxable income, as defined by the Code
−Removed: and determined without regard to any deduction for distributions paid, to its stockholders.
−Removed: The amount to be paid out as a distribution
−Removed: is determined by the Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company.
−Removed: To the extent that the Company’s earnings fall below the amount of dividend distributions declared, however, a portion of the total
−Removed: amount of the Company’s distributions for the fiscal year may be deemed a return of capital for tax purposes to the Company’s
−Removed: stockholders.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: a RIC, the Company will be subject to a 4 % nondeductible U.S.
−Removed: federal excise tax on certain undistributed income unless the Company makes
−Removed: distributions treated as dividends for U.S.
−Removed: federal income tax purposes in a timely manner to its stockholders in respect of each calendar
−Removed: 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
−Removed: each calendar year, (2) 98.2% of its capital gain net income (adjusted for certain ordinary losses) for the 1-year period ending October
−Removed: 31 of each such calendar year and (3) any ordinary income and net capital gains for preceding years, but not distributed during such
−Removed: years and on which the Company paid no U.S.
+Added: Taxable income includes the Company’s taxable interest, dividend and fee income, reduced by certain deductions, as well as taxable
+Added: net realized investment gains.
+Added: Taxable income generally differs from net income for financial reporting purposes due to temporary and
+Added: permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as
+Added: such gains or losses are not included in taxable income until they are realized.
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: To qualify as a RIC, the Company
+Added: is required to meet certain income and asset diversification tests in addition to distributing dividends of an amount generally at least
+Added: equal to 90 % of its investment company taxable income, as defined by the Code and determined without regard to any deduction for distributions
+Added: paid, to its stockholders.
+Added: The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is based
+Added: upon the annual earnings estimated by the management of the Company.
+Added: To the extent that the Company’s earnings fall below the amount
+Added: of dividend distributions declared, however, a portion of the total amount of the Company’s distributions for the fiscal year may
+Added: be deemed a return of capital for tax purposes to the Company’s stockholders.
+Added: As a RIC, the Company will be
+Added: subject to a 4 % nondeductible U.S.
+Added: federal excise tax on certain undistributed income unless the Company makes distributions treated as
+Added: dividends for U.S.
+Added: federal income tax purposes in a timely manner to its stockholders in respect of each calendar year of an amount at
+Added: least equal to the sum of (1) 98% of its ordinary income (taking into account certain deferrals and elections) for each calendar year,
+Added: (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
+Added: year and (3) any ordinary income and net capital gains for preceding years, but not distributed during such years and on which the Company
federal income tax.
−Removed: The Company will not be subject to this excise tax on any amount on which
−Removed: the Company incurred U.S.
−Removed: federal corporate income tax (such as the tax imposed on a RIC’s retained net capital gains).
−Removed: 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
−Removed: year distributions from such taxable income into the next taxable year and incur a 4 % excise tax on such taxable income, as required.
−Removed: The maximum amount of excess taxable income that may be carried over for distribution in the next taxable year under the Code is the
−Removed: total amount of distributions paid in the following taxable year, subject to certain declaration and payment guidelines.
−Removed: To the extent
−Removed: the Company chooses to carry over taxable income into the next taxable year, distributions declared and paid by the Company in a taxable
−Removed: year may differ from the Company’s taxable income for that taxable year as such distributions may include the distribution of current
−Removed: taxable year taxable income, the distribution of prior taxable year taxable income carried over into and distributed in the current taxable
−Removed: year, or returns of capital.
−Removed: Company has taxable subsidiaries which hold certain portfolio investments in an effort to limit potential legal liability and/or comply
−Removed: with source-income type requirements contained in the RIC tax provisions of the Code.
−Removed: These taxable subsidiaries are consolidated for
−Removed: GAAP and the portfolio investments held by the taxable subsidiaries are included in the Company’s condensed consolidated financial
−Removed: statements and are recorded at fair value.
−Removed: These taxable subsidiaries are not consolidated with the Company for income tax purposes and
−Removed: may generate income tax expense, or benefit, and tax assets and liabilities as a result of their ownership of certain portfolio investments.
−Removed: Any income generated by these taxable subsidiaries generally would be subject to tax at normal corporate tax rates based on its taxable
−Removed: Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that it
−Removed: may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose to
−Removed: carry forward taxable income for distribution in the following year and pay any applicable U.S.
+Added: The Company will not be subject to this excise tax on any amount on which the Company incurred U.S.
+Added: corporate income tax (such as the tax imposed on a RIC’s retained net capital gains).
+Added: Depending on the level of taxable
+Added: income earned in a taxable year, the Company may choose to carry over taxable income in excess of current taxable year distributions from
+Added: such taxable income into the next taxable year and incur a 4 % excise tax on such taxable income, as required.
+Added: The maximum amount of excess
+Added: taxable income that may be carried over for distribution in the next taxable year under the Code is the total amount of distributions
+Added: paid in the following taxable year, subject to certain declaration and payment guidelines.
+Added: To the extent the Company chooses to carry
+Added: 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
+Added: taxable income for that taxable year as such distributions may include the distribution of current taxable year taxable income, the distribution
+Added: of prior taxable year taxable income carried over into and distributed in the current taxable year, or returns of capital.
+Added: The Company has subsidiaries
+Added: that are classified as corporations for U.S.
+Added: federal income tax purposes which hold certain portfolio investments in an effort to limit
+Added: potential legal liability and/or comply with source-income type requirements contained in the RIC tax provisions of the Code.
+Added: These subsidiaries
+Added: are consolidated for GAAP and the portfolio investments held by the subsidiaries are included in the Company’s condensed consolidated
+Added: financial statements and are recorded at fair value.
+Added: These subsidiaries are not consolidated with the Company for U.S.
+Added: federal income
+Added: tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities as a result of their ownership of certain
+Added: portfolio investments.
+Added: Any income generated by these subsidiaries generally would be subject to U.S.
+Added: federal income tax imposed at corporate
+Added: The Company intends to timely
+Added: distribute to its stockholders substantially all of its annual taxable income for each year, except that it may retain certain net capital
+Added: gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose to carry forward taxable income for
+Added: distribution in the following year and pay any applicable U.S.
federal excise tax.
−Removed: Company is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes
−Removed: are not currently payable/receivable.
−Removed: federal and state income tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences
−Removed: may be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law.
−Removed: of such limitations, if any, has not been determined.
−Removed: Accordingly, the amount of such tax attributes available to offset future profits
−Removed: may be significantly less than the actual amounts of the tax attributes.
+Added: The Company is required to include
+Added: net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.
+Added: federal and state income
+Added: tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differences may be subject to limitations
+Added: on annual utilization in case of a change in ownership, as defined by federal and state law.
+Added: The amount of such limitations, if any, has
+Added: not been determined.
+Added: Accordingly, the amount of such tax attributes available to offset future profits may be significantly less than
+Added: the actual amounts of the tax attributes.
+Added: 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
−Removed: to the taxing authorities’ examination for the tax years 2020–2023 in New York and 2019–2023 in California, respectively.
−Removed: Further, the Company and the Taxable Subsidiaries accrue all interest and penalties related to uncertain tax positions as incurred.
−Removed: of September 30, 2024, there were no material interest or penalties incurred related to uncertain tax positions.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 10— DEBT CAPITAL ACTIVITIES
+Added: to the taxing authorities’ examination for the tax years 2021–2023 for federal and New York and 2020–2023 in California,
+Added: respectively.
+Added: Further, the Company and the Taxable Subsidiaries accrue all interest and penalties related to uncertain tax positions as
+Added: As of March 31, 2025, there were no material interest or penalties incurred related to uncertain tax positions.
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: NOTE 10— DEBT CAPITAL ACTIVITIES
6.00% Notes due 2026
−Removed: December 17, 2021, the Company issued $ 70.0 million aggregate principal amount of its 6.00% Notes due 2026 pursuant to an Indenture,
−Removed: dated as of March 28, 2018 (the “Base Indenture”), between the Company and U.S.
−Removed: Bank Trust Company, National Association
−Removed: (as successor in interest to U.S.
−Removed: Bank National Association), as trustee (the “Trustee”), as supplemented by a second supplemental
−Removed: indenture, dated as of December 17, 2021 (together with the Base Indenture, the “Indenture”), between the Company and the
−Removed: On December 21, 2021, the Company issued an additional $ 5.0 million aggregate principal amount of 6.00% Notes due 2026 pursuant
−Removed: to an overallotment option.
−Removed: The 6.00% Notes due 2026 bear interest at a fixed rate of 6.00 % per year, payable quarterly in arrears on
−Removed: March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022.
−Removed: The 6.00% Notes due 2026 have a maturity
−Removed: date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms.
−Removed: The Company has the right to redeem
−Removed: 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
−Removed: of 100% of the outstanding principal amount of the 6.00% Notes due 2026 plus accrued and unpaid interest.
−Removed: 6.00% Notes due 2026 are direct unsecured obligations of the Company and rank pari passu , or equal in right of payment, with all
−Removed: outstanding and future unsecured, unsubordinated indebtedness of the Company;
−Removed: senior to any of the Company’s future indebtedness
−Removed: that expressly provides it is subordinated to the 6.00% Notes due 2026;
−Removed: effectively subordinated to any of the Company’s future
−Removed: secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company subsequently grants a security
−Removed: interest), to the extent of the value of the assets securing such indebtedness (provided, however, that the Company has agreed under
−Removed: 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
−Removed: due 2026 are outstanding, subject to certain exceptions);
−Removed: and structurally subordinated to all existing and future indebtedness and other
−Removed: obligations of any of the Company’s subsidiaries.
−Removed: Company records certain fees and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt issuance costs.
−Removed: costs are reflected in the carrying value of the 6.00% Notes due 2026.
−Removed: As of September 30, 2024 and December 31, 2023, the Company
−Removed: had deferred debt issuance costs of $ 587,682 and
−Removed: $ 1,254,793 ,
−Removed: respectively, associated with the 6.00% Notes due 2026.
−Removed: The table below shows a reconciliation from the aggregate principal amount
−Removed: of 6.00% Notes due 2026 to the balance shown on the Condensed Consolidated Statements of Assets and Liabilities.
−Removed: SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
−Removed: September 30, 2024
+Added: On December 17, 2021, the Company
+Added: 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
+Added: “Base Indenture”), between the Company and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
+Added: National Association), as trustee (the “Trustee”), as supplemented by a second supplemental indenture, dated as of December
+Added: 17, 2021 (together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
+Added: On December 21, 2021, the
+Added: Company issued an additional $ 5.0 million aggregate principal amount of 6.00% Notes due 2026 pursuant to an overallotment option.
+Added: 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,
+Added: and December 30 of each year, commencing on March 30, 2022.
+Added: The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless
+Added: previously repurchased or redeemed in accordance with their terms.
+Added: The Company has the right to redeem the 6.00% Notes due 2026, in whole
+Added: 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
+Added: amount of the 6.00% Notes due 2026 plus accrued and unpaid interest.
+Added: The 6.00% Notes due 2026 are
+Added: direct unsecured obligations of the Company and rank pari passu , or equal in right of payment, with all outstanding and future
+Added: unsecured, unsubordinated indebtedness of the Company;
+Added: senior to any of the Company’s future indebtedness that expressly provides
+Added: it is subordinated to the 6.00% Notes due 2026;
+Added: effectively subordinated to any of the Company’s future secured indebtedness (including
+Added: indebtedness that is initially unsecured in respect of which the Company subsequently grants a security interest), to the extent of the
+Added: value of the assets securing such indebtedness (provided, however, that the Company has agreed under the Indenture to not incur any secured
+Added: 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
+Added: certain exceptions);
+Added: and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s
+Added: subsidiaries.
+Added: The Company records certain fees
+Added: and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt issuance costs.
+Added: Such costs are reflected in the carrying
+Added: value of the 6.00% Notes due 2026.
+Added: As of March 31, 2025 and December 31, 2024, the Company had deferred debt issuance costs of $ 364,744
+Added: and $ 468,562 , respectively, associated with the 6.00% Notes due 2026.
+Added: The table below shows a reconciliation from the aggregate principal
+Added: amount of 6.00% Notes due 2026 to the balance shown on the Consolidated Statements of Assets and Liabilities.
+Added: SCHEDULE OF CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
+Added: March 31, 2025
December 31, 2024
1 unchanged sentence
Direct deduction of deferred debt issuance costs
−Removed: ( 1,254,793 )
−Removed: 6.00% Notes due 2026 are listed for trading on the Nasdaq Global Select Market under the symbol “SSSSL”.
−Removed: The reported closing
−Removed: market price of SSSSL on September 30, 2024 and December 31, 2023 was $ 24.68 and $ 23.80 per note, respectively.
−Removed: As of September 30, 2024
−Removed: and December 31, 2023, the fair value of the 6.00% Notes due 2026 was $ 49.1 million and $ 71.4 million, respectively.
−Removed: The 6.00% Notes
−Removed: due 2026 are classified as Level 1 of the fair value hierarchy (Refer to “Note 2 — Significant Accounting Policies”).
−Removed: As of September 30, 2024 and December 31, 2023, the Company was in compliance with the terms of the Indenture.
−Removed: August 6, 2024, the Company’s Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”),
−Removed: which allows the Company to repurchase up to 46.67 %, or $ 35.0 million in aggregate principal amount, of its 6.00% Notes due 2026 through
−Removed: open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange
−Removed: During the three months ended September 30, 2024, the Company repurchased and retired $ 25.3 million of aggregate principal amount
−Removed: of the 6.00% Notes due 2026.
−Removed: Convertible Notes due 2029
−Removed: August 14, 2024, the Company issued $ 25.0 million
−Removed: aggregate principal amount of convertible notes, which bear interest at a rate of 6.50 %
−Removed: per year, payable
−Removed: quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on September 30, 2024 (the
+Added: The 6.00% Notes due 2026 are
+Added: listed for trading on the Nasdaq Global Select Market under the symbol “SSSSL”.
+Added: The reported closing market price of SSSSL
+Added: on March 31, 2025 and December 31, 2024 was $ 24.55 and $ 24.50 per note, respectively.
+Added: As of March 31, 2025 and December 31, 2024, the
+Added: fair value of the 6.00% Notes due 2026 was $ 39.0 million and $ 43.8 million, respectively.
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: On August 6, 2024, the Company’s
+Added: Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”), which allows the Company
+Added: to repurchase up to $ 35.0
+Added: million, of its 6.00 % Notes due 2026 through open market purchases, including block purchases, in such manner as
+Added: will comply with the provisions of the 1940 Act and the Exchange Act.
+Added: During the year ended December 31, 2024, the Company repurchased
+Added: and retired $ 30.3
+Added: of aggregate principal amount of the 6.00 % Notes due 2026.
+Added: During the three months ended March 31, 2025, the Company repurchased and
+Added: retired $ 5.0
+Added: of aggregate principal amount of the 6.00 % Notes due 2026, resulting in the total use of the authorized amount under the Note Repurchase
6.50% Convertible Notes due 2029
−Removed: The 6.50% Convertible Notes due 2029 were issued privately pursuant to a Notes
−Removed: Purchase Agreement (the “Notes Purchase Agreement”) between the Company and the purchaser identified therein (the
+Added: On August 14, 2024, the Company
+Added: privately issued $ 25.0 million aggregate principal amount of its 6.50% Convertible Notes due 2029 (the “Initial Notes”) pursuant
+Added: to a Note Purchase Agreement (the “Note Purchase Agreement”) between the Company and the purchaser identified therein (the
“Purchaser”).
−Removed: The 6.50% Convertible Notes due 2029 mature on August
−Removed: 14, 2029 (the “6.50% Convertible Notes due 2029”), unless previously repurchased, redeemed or converted in
−Removed: accordance with the terms of the Notes Purchase Agreement .
−Removed: The Company does not have the right to redeem the 6.50% Convertible
−Removed: Notes due 2029 prior to August 6, 2027.
−Removed: On or after August 6, 2027, the Company may redeem the 6.50% Convertible Notes due 2029 upon
−Removed: the fulfillment of certain conditions .
−Removed: 6.50% Convertible Notes due 2029 will be convertible into shares of the Company’s common stock at the Purchaser’s sole
−Removed: discretion at an initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible
−Removed: Notes due 2029, which represent a conversion price of approximately $ 7.75 per share, subject to adjustment as provided in the Notes
−Removed: Purchase Agreement.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 6.50% Convertible Notes due 2029 are direct unsecured obligations of the Company and rank pari passu, or equal in right of payment, with
−Removed: any outstanding existing or future unsecured, unsubordinated indebtedness of the Company.
−Removed: The 6.50% Convertible Notes due 2029 are junior
−Removed: in right of payment to any existing or future secured credit facility;
−Removed: provided, however, that if the Company enters into a future credit
−Removed: 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 %
−Removed: Company records fees and expenses incurred in connection with its 6.50% Convertible Notes due 2029 as deferred debt issuance costs.
−Removed: costs are reflected in the carrying value of the 6.50% Convertible Notes due 2029.
−Removed: As of September 30, 2024, the Company had deferred
−Removed: debt issuance costs of $ 844,430
−Removed: associated with the 6.50% Convertible Notes due
+Added: On October 9, 2024, the Company issued an additional $ 5.0 million in aggregate principal amount of 6.50% Convertible
+Added: Notes due 2029 (the “Additional Notes”).
+Added: which are treated as a single series with the Initial Notes.
+Added: On January 16, 2025,
+Added: the Company issued $ 5.0 million in Additional Notes, which are treated as a single series with the Initial Notes and prior issuances of
+Added: Additional Notes.
+Added: As of March 31, 2025, $ 35.0 million of 6.50% Convertible Notes due 2029 had been issued.
+Added: The 6.50% Convertible Notes due
+Added: 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
+Added: year, commencing on September 30, 2024.
+Added: The 6.50% Convertible Notes due 2029 have a maturity date of August 14, 2029 , unless previously
+Added: repurchased, redeemed or converted in accordance with the terms of the Notes Purchase Agreement.
+Added: The Company has the right to redeem the
+Added: 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
+Added: of certain conditions.
+Added: The 6.50% Convertible Notes due
+Added: 2029 are convertible into shares of the Company’s common stock at the Purchaser’s sole discretion at an initial conversion
+Added: 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
+Added: price of approximately $ 7.75 per share, subject to adjustment as provided in the Notes Purchase Agreement.
+Added: Upon evaluation, the Company
+Added: has identified an embedded derivative within the Notes Purchase Agreement.
+Added: As a result, the Company may incur a potential liability.
+Added: of March 31, 2025, the potential liability was $ 0 .
+Added: Management will continue to assess the fair value of the embedded derivative at each
+Added: reporting period.
+Added: The 6.50% Convertible Notes due
+Added: 2029 are direct unsecured obligations of the Company and rank pari passu, or equal in right of payment, with any outstanding existing
+Added: or future unsecured, unsubordinated indebtedness of the Company.
+Added: The 6.50% Convertible Notes due 2029 are junior in right of payment to
+Added: any existing or future secured credit facility;
+Added: provided, however, that if the Company enters into a future credit facility senior in
+Added: right of payment to the 6.50% Convertible Notes due 2029 (including any secured indebtedness), the interest on the outstanding principal
+Added: amount of the 6.50% Convertible Notes due 2029 shall increase as of the date of such entry to 7.00 % per annum.
+Added: The table below shows a reconciliation
+Added: from the aggregate principal amount of 6.50% Convertible Notes due 2029 to the balance shown on the Consolidated Statements of Assets
+Added: and Liabilities.
SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
−Removed: September 30, 2024
+Added: March 31, 2025
December 31, 2024
1 unchanged sentence
Direct deduction of deferred debt issuance costs
−Removed: 11— STOCK-BASED COMPENSATION
−Removed: and Restated 2019 Equity Incentive Plan
−Removed: June 19, 2020, the Company’s Board of Directors adopted, and the Company’s stockholders approved, an amendment and restatement
−Removed: of the Company’s 2019 Equity Incentive Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which the
−Removed: Company is authorized to grant equity awards for up to 1,627,967 shares of its common stock.
−Removed: In accordance with the exemptive relief
−Removed: granted to the Company by the SEC on June 16, 2020 with respect to the Amended & Restated 2019 Equity Incentive Plan, the Company
−Removed: is generally authorized to (i) issue restricted shares as part of the compensation package for certain of its employees, officers and
−Removed: all directors, including non-employee directors (collectively, the “Participants”), (ii) issue options to acquire shares
−Removed: of its common stock (“Options”) to certain employees, officers and employee directors as a part of such compensation packages,
−Removed: (iii) withhold shares of the Company’s common stock or purchase shares of common stock from the Participants to satisfy tax withholding
−Removed: obligations relating to the vesting of restricted shares or the exercise of Options granted to the certain Participants pursuant to the
−Removed: Amended & Restated 2019 Equity Incentive Plan, and (iv) permit the Participants to pay the exercise price of Options granted to them
−Removed: with shares of the Company’s common stock.
−Removed: the Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $ 50,000 worth of restricted
−Removed: shares of common stock (based on the closing stock price of the common stock on the grant date).
−Removed: Each grant of $ 50,000 in restricted
−Removed: shares will vest, in full, if the non-employee director is in continuous service as a director of the Company through the anniversary
−Removed: of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant).
−Removed: During the nine months ended September 30, 2024, the Company granted 48,192 restricted shares to the Company’s non-employee directors
−Removed: pursuant to the Amended & Restated 2019 Equity Incentive Plan.
−Removed: Additionally, on May 31, 2024, 60,060 restricted shares related to
−Removed: the 2023 non-employee director grants vested.
−Removed: Compensation expense associated with the restricted shares is recognized on a quarterly
−Removed: basis over the respective vesting periods.
−Removed: than such restricted shares granted to non-employee directors, the Compensation Committee of the Company’s Board of Directors may
−Removed: determine the time or times at which Options and restricted shares granted to other Participants will vest or become payable or exercisable,
−Removed: as applicable.
−Removed: The exercise price of each Option will not be less than 100% of the fair market value of the Company’s common stock
−Removed: on the date the option is granted.
−Removed: However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s
−Removed: outstanding common stock (a “10% Stockholder”), will not be eligible for the grant of an incentive stock option unless the
−Removed: 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
−Removed: Generally, no Option will be exercisable after the expiration of ten years from the date of grant.
−Removed: In the case of an Option
−Removed: 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.
−Removed: the nine months ended September 30, 2024, the Company did not grant any restricted shares to the Company’s officers pursuant to
−Removed: the Amended & Restated 2019 Equity Incentive Plan.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: the nine months ended September 30, 2024 and 2023, the Company recognized stock-based compensation expense of $ 1,969,534 and $ 2,300,237 ,
−Removed: respectively, not including executive and employee forfeits.
−Removed: As of September 30, 2024 and December 31, 2023, there were approximately
−Removed: $ 3,080,353 and $ 4,849,887 , respectively, of total unrecognized compensation costs related to the restricted share grants.
−Removed: expense associated with the restricted shares is recognized on a quarterly basis over the respective vesting periods.
−Removed: following table summarizes the activities for the Company’s restricted share grants for the nine months ended September 30, 2024
−Removed: under the Amended & Restated 2019 Equity Incentive Plan:
+Added: ( 1,049,141 )
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: NOTE 11— STOCK-BASED COMPENSATION
+Added: Amended and Restated 2019 Equity Incentive Plan
+Added: On June 19, 2020, the Company’s
+Added: Board of Directors adopted, and the Company’s stockholders approved, an amendment and restatement of the Company’s 2019 Equity Incentive
+Added: Plan (the “Amended & Restated 2019 Equity Incentive Plan”) under which the Company is authorized to grant equity awards
+Added: for up to 1,627,967 shares of its common stock.
+Added: In accordance with the exemptive relief granted to the Company by the SEC on June 16,
+Added: 2020 with respect to the Amended & Restated 2019 Equity Incentive Plan, the Company is generally authorized to (i) issue restricted
+Added: shares as part of the compensation package for certain of its employees, officers and all directors, including non-employee directors
+Added: (collectively, the “Participants”), (ii) issue options to acquire shares of its common stock (“Options”) to certain
+Added: employees, officers and employee directors as a part of such compensation packages, (iii) withhold shares of the Company’s common
+Added: stock or purchase shares of common stock from the Participants to satisfy tax withholding obligations relating to the vesting of restricted
+Added: shares or the exercise of Options granted to the certain Participants pursuant to the Amended & Restated 2019 Equity Incentive Plan,
+Added: and (iv) permit the Participants to pay the exercise price of Options granted to them with shares of the Company’s common stock.
+Added: Under the Amended & Restated
+Added: 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $ 50,000 worth of restricted shares of common stock
+Added: (based on the closing stock price of the common stock on the grant date).
+Added: Each grant of $ 50,000 in restricted shares will vest, in full,
+Added: if the non-employee director is in continuous service as a director of the Company through the anniversary of such grant (or, if earlier,
+Added: the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant).
+Added: During the three months ended
+Added: March 31, 2025, the Company did not grant any restricted shares to the Company’s non-employee directors pursuant to the Amended &
+Added: Restated 2019 Equity Incentive Plan.
+Added: Other than such restricted shares
+Added: granted to non-employee directors, the Compensation Committee of the Company’s Board of Directors may determine the time or times at which
+Added: Options and restricted shares granted to other Participants will vest or become payable or exercisable, as applicable.
+Added: The exercise price
+Added: 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.
+Added: However, any optionee who owns more than 10% of the combined voting power of all classes of the Company’s outstanding common stock
+Added: (a “10% Stockholder”), will not be eligible for the grant of an incentive stock option unless the exercise price of the incentive
+Added: stock option is at least 110% of the fair market value of the Company’s common stock on the date of grant.
+Added: Generally, no Option
+Added: will be exercisable after the expiration of ten years from the date of grant.
+Added: In the case of an Option granted to a 10% Stockholder, the
+Added: term of an incentive stock option will be for no more than five years from the date of grant.
+Added: During the three months ended
+Added: March 31, 2025, the Company did not grant any restricted shares to the Company’s officers pursuant to the Amended & Restated 2019
+Added: Equity Incentive Plan.
+Added: For the three months ended March
+Added: 31, 2025 and 2024, the Company recognized stock-based compensation expense of $ 276,007 and $ 750,037 , respectively, not including executive
+Added: and employee forfeits.
+Added: As of March 31, 2025 and December 31, 2024, there were approximately $ 4,048,602 and $ 4,333,337 , respectively, of
+Added: total unrecognized compensation costs related to the restricted share grants.
+Added: Compensation expense associated with the restricted shares
+Added: is recognized on a quarterly basis over the respective vesting periods.
+Added: The following table summarizes
+Added: the activities for the Company’s restricted share grants for the three months ended March 31, 2025 under the Amended & Restated
+Added: 2019 Equity Incentive Plan:
OF EQUITY INCENTIVE PLAN
−Removed: of Restricted Shares
+Added: Number of Restricted Shares
Outstanding as of December 31, 2024 (1)
−Removed: Outstanding as of September 30, 2024
−Removed: Vested as of September 30, 2024
+Added: Outstanding as of March 31, 2025
+Added: Vested as of March 31, 2025
+Added: _________________________________
(1) Not including unvested dividends.
−Removed: balance of vested shares reflects the total shares vested during the period and has not been
−Removed: reduced for those vested shares forfeited at time of vest related to net share settlement.
−Removed: Amended & Restated 2019 Equity Incentive Plan provides for the concept of “net share settlement.” Specifically, it provides
−Removed: that the Company is authorized to withhold the Common Stock at the time the restricted shares are vested and taxed in satisfaction of
−Removed: the Participant’s tax obligations.
−Removed: 12— SUBSEQUENT EVENTS
−Removed: October 1, 2024 through November 7, 2024, the Company made the following investments (not including capitalized transaction costs).
+Added: (2) The balance of vested shares reflects the total shares vested during the
+Added: period and has not been reduced for those vested shares forfeited at time of vest related to net share settlement.
+Added: SURO CAPITAL CORP.
+Added: NOTES TO CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: March 31, 2025
+Added: The Amended & Restated 2019
+Added: Equity Incentive Plan provides for the concept of “net share settlement.” Specifically, it provides that the Company is authorized
+Added: to withhold the Common Stock at the time the restricted shares are vested and taxed in satisfaction of the Participant’s tax obligations.
+Added: NOTE 12— SUBSEQUENT
+Added: Portfolio Activity
+Added: From April 1, 2025 through
+Added: May 6, 2025, the Company made the following investment (not including capitalized transaction costs).
SCHEDULE OF INVESTMENTS
−Removed: CoreWeave, Inc.
−Removed: Series A Preferred Shares
−Removed: IH10, LLC (1)
−Removed: Membership Interest
−Removed: LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data, Ltd.
−Removed: through an SPV.
−Removed: We are invested in the
−Removed: Series B Preferred Shares of VAST Data, Ltd.
−Removed: through our investment in the Membership Interest of IH10, LLC.
−Removed: October 1, 2024 through November 7, 2024, the Company exited or received proceeds from the following investments.
−Removed: OF INVESTMENTS BY COMPANY
−Removed: Net Share Price (1)
−Removed: Holdings, Inc.
−Removed: (d/b/a PublicSq.) - Public Common Shares (3)
−Removed: average net share price is the net share price realized after deducting all commissions and
−Removed: fees on the sale(s), if applicable.
−Removed: gain does not include adjustments to amounts held in escrow receivable.
−Removed: of November 7, 2024, SuRo Capital held 793,882 PSQ Holdings, Inc.
−Removed: (d/b/a PublicSq.) public
−Removed: common shares.
−Removed: CAPITAL CORP.
−Removed: AND SUBSIDIARIES
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Company is frequently in negotiations with various private companies with respect to investments in such companies.
−Removed: Investments in private
−Removed: companies are generally subject to satisfaction of applicable closing conditions.
−Removed: In the case of secondary market transactions, such
−Removed: closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its
−Removed: stockholders and termination rights by the seller or the Company.
−Removed: Equity investments made through the secondary market may involve making
−Removed: deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such
−Removed: equity investments will be effectuated.
−Removed: Notes due 2026 - Note Repurchase Program
−Removed: October 1, 2024 and October 4, 2024, the Company repurchased an additional 201,446 units of the 6.00% Notes due 2026 under the Note Repurchase
−Removed: As of November 7, 2024, the aggregate principal dollar amount of 6.00% Notes due 2026 that may yet be repurchased by the Company
−Removed: under the Note Repurchase Program is approximately $ 4.7 million.
−Removed: 6.50% Convertible Notes Due 2029
−Removed: to the Note Purchase Agreement, on October 9, 2024 the Company issued and sold, and the Purchaser purchased, $ 5.0 million in aggregate
−Removed: principal amount of additional 6.50 % Convertible Notes due 2029 (the “Additional Notes”).
−Removed: The Additional Notes are treated
−Removed: as a single series with the Company’s outstanding 6.50 % Convertible Notes due 2029 (the “Initial Notes”) and have the
−Removed: same terms as the Initial Notes.
−Removed: The Additional Notes are fungible and rank equally with the Initial Notes.
−Removed: Upon issuance of the Additional
−Removed: Notes, the outstanding aggregate principal amount of the Company’s 6.50 % Convertible Notes due 2029 became $ 30.0 million.
−Removed: Repurchase Program
−Removed: October 29, 2024, the Company’s Board of Directors authorized an extension of the Company’s discretionary Share Repurchase
−Removed: Program until the earlier of (i) October 31, 2025 or (ii) the repurchase of $ 64.3 million in aggregate amount of the Company’s
−Removed: common stock.
−Removed: timing and number of shares to be repurchased pursuant to the Company’s discretionary Share Repurchase Program will depend on a
−Removed: number of factors, including market conditions and alternative investment opportunities.
−Removed: The Share Repurchase Program may be suspended,
−Removed: 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
−Removed: Under the Share Repurchase Program, the Company may repurchase its outstanding common stock in the open market, provided that
−Removed: it complies with the prohibitions under its insider trading policies and procedures and the applicable provisions of the 1940 Act and
−Removed: the Exchange Act.
−Removed: of November 7, 2024, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program
−Removed: was approximately $ 25.0 million.
−Removed: 13— SUPPLEMENTAL FINANCIAL DATA
−Removed: Financial Information of Unconsolidated Subsidiaries
−Removed: accordance with the SEC’s Regulation S-X and GAAP, the Company is not permitted to consolidate any subsidiary or other entity that
−Removed: is not an investment company, including those in which the Company has a controlling interest;
−Removed: however, the Company must disclose certain
−Removed: financial information related to any subsidiaries or other entities that are considered to be “significant subsidiaries”
−Removed: under the applicable rules of Regulation S-X.
−Removed: Company’s controlled portfolio company as of September 30, 2024, Colombier Sponsor II LLC, did not meet the definition of a “significant
−Removed: subsidiary” as set forth in Rule 1-02(w)(2) of Regulation S-X.
−Removed: For comparability purposes, the Company has omitted the previously
−Removed: disclosed summarized financial information of the Company’s significant subsidiaries for the quarter ended September 30, 2023 as
−Removed: the Company’s significant subsidiaries would not have been considered significant subsidiaries under Rule 1-02(w)(2).
+Added: Portfolio Company
+Added: Transaction Date
+Added: Class A Common Shares
+Added: _________________________________
+Added: (1) SuRo Capital’s investment in the Class A Common Shares of Plaid Inc.
+Added: through 1789 Capital Nirvana II LP, an SPV in which SuRo Capital Corp.
+Added: is the Sole Limited Partner.
+Added: SuRo Capital paid a 7% origination
+Added: fee at the time of investment.
+Added: The Company is frequently in
+Added: negotiations with various private companies with respect to investments in such companies.
+Added: Investments in private companies are generally
+Added: subject to satisfaction of applicable closing conditions.
+Added: In the case of secondary market transactions, such closing conditions may include
+Added: approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights
+Added: by the seller or the Company.
+Added: Equity investments made through the secondary market may involve making deposits in escrow accounts until
+Added: the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.
+Added: NOTE 13— SUPPLEMENTAL FINANCIAL DATA
+Added: Summarized Financial Information of Unconsolidated
+Added: In accordance with the SEC’s
+Added: Regulation S-X and GAAP, the Company is not permitted to consolidate any subsidiary or other entity that is not an investment company,
+Added: including those in which the Company has a controlling interest;
+Added: however, the Company must disclose certain financial information related
+Added: to any subsidiaries or other entities that are considered to be “significant subsidiaries” under the applicable rules of Regulation S-X.
+Added: In May 2020, the SEC adopted
+Added: rule amendments that impacted the requirement of investment companies, including BDCs, to disclose the financial statements of certain
+Added: of their portfolio companies or acquired funds (the “Final Rules”).
+Added: The Final Rules adopted a new definition of “significant
+Added: subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act.
+Added: Rules 3-09 and 4-08(g) of Regulation S-X require
+Added: investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s
+Added: periodic reports for any portfolio company that meets the definition of “significant subsidiary.” The Final Rules amended
+Added: the definition of “significant subsidiary” in a manner that was intended to more accurately capture those portfolio companies
+Added: that were more likely to materially impact the financial condition of an investment company.
+Added: The Company’s controlled
+Added: portfolio company as of March 31, 2025, Colombier Sponsor II LLC, did not meet the definition of a “significant subsidiary”
+Added: as set forth in Rule 1-02(w)(2) of Regulation S-X.
+Added: The Company’s three controlled portfolio companies as of March 31, 2024, SPBRX,
+Added: (f/k/a GSV Sustainability Partners, Inc.), Architect Capital PayJoy SPV, LLC, and Colombier Sponsor II LLC, did not meet the definition
+Added: of significant subsidiaries under the Final Rules.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.