Neostellar Capital Corp. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, without limitation, statements as to: ● the effect and consequences of the novel coronavirus (“COVID-19”) public health crisis on matters including global, U.S. and local economies, our business operations and continuity, potential disruption to our portfolio companies, tightened availability to capital and financing, the health and productivity of our employees, the ability of third-party providers to continue uninterrupted service, and the regulatory environment in which we operate; ● our future operating results; ● our business prospects and the prospects of our portfolio companies; ● the impact of investments that we expect to make; ● our contractual arrangements and relationships with third parties; ● the dependence of our future success on the general economy and its impact on the industries in which we invest; ● the ability of our portfolio companies to achieve their objectives; ● our expected financings and investments; ● the adequacy of our cash resources and working capital; and ● the timing of cash flows, if any, from the operations of our portfolio companies. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation: ● an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies; ● an economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated, causing us to suffer losses in our portfolio; ● a contraction of available credit and/or an inability to access the equity markets could impair our investment activities; ● increases in inflation or an inflationary economic environment could adversely affect our portfolio companies’ operating results, causing us to suffer losses in our portfolio; ● interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; and ● the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC. 48 Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in our quarterly reports on Form 10-Q and our annual report on Form 10-K, in the “Risk Factors” sections. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q. The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q. Overview We are an internally-managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Our investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt investments. We invest principally in the equity securities of what we believe to be rapidly growing venture-capital-backed emerging companies. We acquire our investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies and negotiations with selling stockholders. In addition, we may invest in private credit and in the founders equity, founders warrants, forward purchase agreements, and private investment in public equity (“PIPE”) transactions of special purpose acquisition companies (“SPACs”). We may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that otherwise meet our investment criteria, subject to applicable requirements of the 1940 Act. To the extent we make investments in private equity funds and hedge funds that are excluded from the definition of “investment company” under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, we will limit such investments to no more than 15% of our net assets. In regard to the regulatory requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio companies” generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange. If at any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets until such time as 70% of our then-current gross assets were comprised of qualifying assets. We would not be required, however, to dispose of any non-qualifying assets in such circumstances. Our investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies across several key industry themes which may include, among others, social/mobile, cloud computing and big data, internet commerce, financial technology, mobility, and enterprise software. Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring revenues, and path to profitability, as well as an understanding of key market fundamentals. Venture capital funds or other institutional investors have invested in the vast majority of companies that we evaluate. We seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity, and convertible debt securities with a significant equity component. Typically, our preferred stock investments are non-income producing, have different voting rights than our common stock investments and are generally convertible into common stock at our discretion. As our investment strategy is primarily focused on equity positions, our investments generally do not produce current income and therefore we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available. 49 We seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes. Internalization of Operating Structure On and effective March 12, 2019 (the “Effective Date”), our Board of Directors approved internalizing our operating structure (the “Internalization”) and we began operating as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Our Board of Directors approved the Internalization in order to better align the interests of the Company’s stockholders with its management. As an internally managed BDC, the Company is managed by its employees, rather than the employees of an external investment adviser, thereby allowing for greater transparency to stockholders through robust disclosure regarding the Company’s compensation structure. Prior to the Effective Date, we were externally managed by our former investment adviser, GSV Asset Management, LLC (“GSV Asset Management”), pursuant to an investment advisory agreement (the “Investment Advisory Agreement”), and our former administrator, GSV Capital Service Company, LLC (“GSV Capital Service Company”), provided the administrative services necessary for our operations pursuant to an administration agreement (the “Administration Agreement”). In connection with our Internalization, the Investment Advisory Agreement and the Administration Agreement were terminated as of the Effective Date, in accordance with their respective terms. As a result, we no longer pay any fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants. Except as otherwise disclosed herein, this Form 10-Q discusses our business and operations as an internally-managed BDC during the period covered by this Form 10-Q. Recent COVID-19 Developments Over two years after COVID-19 was recognized as a pandemic by the World Health Organization, its continued persistence in the United States and worldwide and the magnitude of the economic impact of the outbreak continue to create an uncertain environment in which we and our portfolio companies operate. We have and continue to assess the impact of the COVID-19 pandemic on our portfolio companies. We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide, the effectiveness of governmental responses designed to mitigate strain to businesses and the economy, and the magnitude of the economic impact of the outbreak, including with respect to the travel restrictions, business closures and other quarantine measures imposed on service providers and other individuals by various local, state, and federal governmental authorities, as well as non-U.S. governmental authorities. As such, we are unable to predict the duration of any business and supply chain disruptions, the extent to which the COVID-19 pandemic will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition. Our portfolio companies and, by extension, our operating results may be adversely impacted by the COVID-19 pandemic and, depending on the duration and extent of the disruption to the operations of our portfolio companies, certain portfolio companies may experience financial distress and may possibly default on their financial obligations to us and their other capital providers. Any of these developments would likely result in a decrease in the value of our investment in any such portfolio company. In addition, to the extent that the impact to our portfolio companies results in reduced interest payments or permanent impairments on our investments, we could see a decrease in our net investment income, which would increase the percentage of our cash flows dedicated to our debt obligations and could impact the amount of any future distributions to our stockholders. In response to the COVID-19 pandemic, we instituted a temporary work-from-home policy in March 2020, pursuant to which our employees primarily worked remotely without disruption to our operations. This policy was amended in February 2022 when it was deemed safe to return to our offices. As of November 8, 2022, there is no indication of a reportable subsequent event related to COVID-19 impacting the Company’s financial statements for the quarter ended September 30, 2022. The Company continues to observe and respond to the evolving COVID-19 environment and its potential impact on areas across its business. 50 Portfolio and Investment Activity Nine Months Ended September 30, 2022 The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments. The fair value, as of September 30, 2022, of all of our portfolio investments , excluding U.S. Treasury bills, was $157,747,892. During the nine months ended September 30, 2022, we funded investments in an aggregate amount of $13,415,076 (not including capitalized transaction costs) as shown in the following table: Portfolio Company Investment Transaction Date Gross Payments Shogun Enterprises, Inc. Convertible Note 0.5%, Due 4/18/2024 5/2/2022 $ 500,000 EDGE Markets, Inc. Preferred Shares, Series Seed 5/18/2022 500,000 Whoop, Inc. Preferred Shares, Series C 6/30/2022 10,000,000 Xgroup Holdings Limited (d/b/a Xpoint) Convertible Note 6%, Due 8/17/2023 8/17/2022 1,000,000 Orchard Technologies, Inc. Simple Agreement for Future Equity (SAFE) 9/2/2022 500,000 Forge Global, Inc. (1) Common Shares 9/30/2022 915,076 Total $ 13,415,076 (1) On and effective August 5, 2022, SuRo Capital Corp. notified Forge Global, Inc. of its intent to net exercise via cashless settlement its 230,144 common warrants in Forge Global, Inc. into 53,283 shares of Forge Global Inc.’s public common stock, pursuant to the net exercise formula in the warrant agreement. The exercise was effectuated on September 30, 2022. During the nine months ended September 30, 2022, we capitalized fees of $26,206. During the nine months ended September 30, 2022, we exited or received proceeds from investments in the amount of $7,776,744, net of transaction costs, and realized a net gain/(loss) on investments of $(4,011,047) (including adjustments to amounts held in escrow receivable) as shown in following table: Portfolio Company Transaction Date Shares Average Net Share Price (1) Net Proceeds Realized Gain/(Loss) (2) NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) (3) Various 46,338 $ 23.79 $ 1,102,346 $ 175,196 Rover Group, Inc. (4) Various 731,527 5.07 3,710,895 1,524,188 Rent the Runway, Inc. (5) Various 110,000 4.37 480,969 (1,190,461 ) Residential Homes for Rent, LLC (d/b/a Second Avenue) (6) Various N/A N/A 750,000 — True Global Ventures 4 Plus Pte Ltd (7) 5/31/2022 N/A N/A 874,470 160,965 Palantir Lending Trust SPV I (8) 7/14/2022 N/A N/A 611,930 610,790 Enjoy Technology, Inc. (9) Various 947,297 0.26 246,134 (5,280,642 ) Total $ 7,776,744 $ (3,999,964 ) (1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable. (2) Realized gain/(loss) does not include adjustments to amounts held in escrow receivable. (3) As of September 30, 2022, SuRo Capital Corp. held 232,133 remaining NewLake Capital Partners, Inc. public common shares. (4) As of September 30, 2022, SuRo Capital Corp. held 106,854 remaining Rover Group, Inc. public common shares. (5) As of September 30, 2022, SuRo Capital Corp. held 229,191 remaining Rent the Runway, Inc. public common shares. (6) During the nine months ended September 30, 2022, approximately $0.9 million has been received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023. Of the proceeds received, approximately $0.8 million repaid a portion of the outstanding principal and the remaining was attributed to interest. (7) On May 31, 2022, SuRo Capital Corp. received an $874,470 cash distribution from True Global Ventures 4 Plus Pte Ltd. SuRo Capital Corp. expects to receive three additional distributions from True Global Ventures 4 Plus of varying amounts. (8) On July 14, 2022, a final payment was received for the remaining 512,290 Class A common shares of Palantir Technologies, Inc. that comprised the beneficial equity interest in underlying shares. The realized gain from SuRo Capital Corp.’s investment in Palantir Lending Trust SPV I is generated by the proceeds from the sale of shares collateralizing the repaid promissory note to Palantir Lending Trust SPV I and attributable to the Equity Participation in Underlying Collateral. (9) As of August 12, 2022, SuRo Capital Corp. had sold all its public common shares of Enjoy Technology, Inc. During the nine months ended September 30, 2022, we did not write-off any investments and our OneValley, Inc. (f/k/a NestGSV, Inc.) Series B preferred warrants with a strike price of $2.31 expired on May 29, 2022. 51 Nine Months Ended September 30, 2021 During the nine months ended September 30, 2021, we funded investments in an aggregate amount of $70,668,175 (not including capitalized transaction costs) as shown in the following table: Portfolio Company Investment Transaction Date Gross Payments NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) Common Shares 2/12/2021 $ 499,986 Churchill Sponsor VI LLC (1) Common Share Units & Warrant Units 2/25/2021 200,000 Churchill Sponsor VII LLC (2) Common Share Units & Warrant Units 2/25/2021 300,000 Shogun Enterprises, Inc. (3) Preferred Shares, Series B-1 & Series B-2 2/26/2021 6,999,992 Commercial Streaming Solutions Inc. (d/b/a BettorView) Simple Agreement for Future Equity (“SAFE”) 3/26/2021 1,000,000 Churchill Capital Corp. II (4) Common Shares, Class A 6/8/2021 10,000,000 Trax Ltd. Common Shares & Investec Preferred Shares 6/9/2021 10,000,000 Blink Health, Inc. Preferred Shares, Series C 6/28/2021 4,999,987 Colombier Sponsor LLC (5) Class B Units & Class W Units Various 2,711,842 AltC Sponsor LLC (6) Share Units 7/21/2021 250,000 PayJoy, Inc. Preferred Shares 7/23/2021 2,500,002 Orchard Technologies, Inc. Preferred Shares, Series D 8/9/2021 9,999,996 Varo Money, Inc. Common Shares 8/11/2021 10,000,371 YouBet Technology, Inc. (d/b/a PickUp) Preferred Shares, Series Seed-2 8/26/2021 499,999 True Global Ventures 4 Plus Pte Ltd (7) Limited Partner Fund Investment 8/27/2021 706,000 Architect Capital PayJoy SPV, LLC (8) Membership Interest in Lending SPV Various 10,000,000 Total $ 70,668,175 (1) Churchill Sponsor VI LLC is the sponsor of Churchill Capital Corp VI, a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Our investment in Churchill Sponsor VI LLC constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and President, has a non-controlling interest in the entity that controls Churchill Sponsor VI LLC, and is a non-controlling board member of Churchill Capital Corp VI. (2) Churchill Sponsor VII LLC is the sponsor of Churchill Capital Corp VII, a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Our investment in Churchill Sponsor VII LLC constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and President, has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling board member of Churchill Capital Corp VII. (3) The Company’s initial investment in Shogun Enterprises, Inc. on February 26, 2021 constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Keri Findley, a former senior managing director of the Company until her departure on March 9, 2022, is a non-controlling member of the board of directors of Shogun Enterprises, Inc., and holds a minority equity interest in such portfolio company. (4) On June 11, 2021, Churchill Capital Corp. II, a special purpose acquisition company, executed a private investment in public equity transaction in order to acquire shares of Software Luxembourg Holding S.A. alongside the merger of Software Luxembourg Holding S.A. and Churchill Capital Corp. II. Following the merger, Software Luxembourg Holding S.A. changed its name to Skillsoft Corp. This investment constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark Klein, our Chairman, CEO and President, has a non-controlling interest in the entity that controls Churchill Sponsor II LLC, the sponsor of Churchill Capital Corp II, and is a non-controlling board member of Churchill Capital Corp II. (5) Colombier Sponsor LLC is the sponsor of Colombier Acquisition Corp., a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Keri Findley, a former senior managing director of the Company until her depature on March 9, 2022, and Claire Councill, a former investment professional of the Company until her departure on April 15, 2022, are non-controlling members of the board of directors of Colombier Acquisition Corp., a special purpose acquisition company, which is sponsored by Colombier Sponsor LLC, one of the Company’s portfolio companies. (6) AltC Sponsor LLC is the sponsor of AltC Acquisition Corp., a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s investment in AltC Sponsor LLC constituted a “remote-affiliate” transaction for purposes of the 1940 Act in light of the fact that Mark D. Klein, the Company’s Chairman, Chief Executive Officer and President, has a non-controlling interest in one of the entities that controls AltC Sponsor LLC, and Allison Green, the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary, is a non-controlling member of the board of directors of AltC Acquisition Corp. (7) As of September 30, 2021, $0.7 million of a $2.0 million capital commitment to True Global Ventures 4 Plus Fund LP had been called and funded. (8) As of September 30, 2021, the total $10.0 million capital commitment representing SuRo Capital Corp.’s Membership Interest in Architect Capital PayJoy SPV, LLC had been called and funded. Keri Findley, a former senior managing director of the Company until her departure on March 9, 2022, is a non-controlling member of the board of directors of the investment manager to Architect Capital PayJoy SPV, LLC, and holds a minority equity interest in such investment manager. During the nine months ended September 30, 2021, we capitalized fees of $45,138. 52 During the nine months ended September 30, 2021, we exited investments in an amount of $199,643,261, net of transaction costs, and realized a net gain on investments of $172,306,990 (including adjustments to amounts held in escrow receivable) as shown in following table: Portfolio Company Transaction Date Shares Average Net Share Price (1) Net Proceeds Realized Gain (2) Palantir Technologies, Inc. (3) Various 4,618,952 26.72 123,419,184 110,544,068 Palantir Lending Trust SPV I (4) Various N/A N/A 2,172,637 2,172,637 Residential Homes for Rent, LLC (d/b/a Second Avenue) (5) Various N/A N/A 1,054,305 — SP Holdings Group, Inc. 4/28/2021 2,542,587 0.19 490,246 490,246 Coursera, Inc. (6) Various 1,619,271 39.21 63,486,311 55,547,167 CUX, Inc. (d/b/a CorpU) (7) 8/24/2021 N/A N/A 6,009,092 1,968,218 Clever, Inc. (8) 9/3/2021 N/A N/A 3,011,486 1,010,886 Total $ 199,643,261 $ 171,733,222 (1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable. (2) Realized gain does not include adjustments to amounts held in escrow receivable. (3) As of March 4, 2021, all remaining shares of Palantir Technologies, Inc. held by us had been sold. (4) The Palantir Lending Trust SPV I promissory note was initially collateralized with 2,260,000 Class A common shares of Palantir Technologies, Inc. to which SuRo Capital Corp. retains a beneficial equity upside interest. As of September 30, 2021, 512,290 Class A common shares remain in Palantir Lending Trust SPV I, none of which are subject to lock-up restrictions. The realized gain from SuRo Capital Corp.’s investment in Palantir Lending Trust SPV I is generated by the proceeds from the sale of a portion of the shares collateralizing the promissory note to Palantir Lending Trust SPV I and attributable to the Equity Participation in Underlying Collateral. (5) During the nine months ended September 30, 2021, approximately $1.1 million has been received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023. Of the proceeds received, approximately $0.8 million repaid a portion of the outstanding principal and approximately $0.3 million was attributed to interest. (6) As of September 30, 2021, none of SuRo Capital Corp.’s common shares in Coursera, Inc. were subject to lock-up restrictions. (7) As of September 30, 2021, net proceeds includes approximately $0.3 million in additional proceeds currently held in escrow. (8) On September 3, 2021, Clever, Inc. completed its sale to Kahoot! ASA. In connection with this transaction, SuRo Capital Corp. received 61,367 common shares in Kahoot! ASA in addition to cash proceeds and amounts currently held in escrow. SuRo Capital Corp. is also eligible to receive cash and Kahoot! ASA common shares subject to certain earn-out provisions and contingencies. As of September 30, 2021, SuRo Capital Corp.’s common shares in Kahoot! ASA were subject to certain lock-up restrictions. Net proceeds includes approximately $0.7 million in additional proceeds currently held in escrow. During the nine months ended September 30, 2021, we realized a net investment loss of $0.1 million due to the expiration of our OneValley, Inc. (f/k/a NestGSV, Inc.) Series A-3 preferred warrants with a strike price of $1.33 on April 4, 2021, and the expiration of unexercised options of our OneValley, Inc. (f/k/a NestGSV, Inc.) Series A-4 preferred warrants with a strike price of $1.33 on July 18, 2021. 53 Results of Operations Comparison of the three and nine months ended September 30, 2022 and 2021 Operating results for the three and nine months ended September 30, 2022 and 2021 are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Total Investment Income $ 519,511 $ 523,916 $ 1,993,242 $ 1,090,088 Interest income 411,747 248,072 1,563,484 560,768 Dividend income 107,764 275,844 429,758 529,320 Total Operating Expenses $ 4,328,744 $ 2,747,394 $ 13,838,068 $ 8,190,884 Compensation expense 1,836,808 1,500,061 5,456,771 4,139,263 Directors’ fees 161,661 368,281 514,055 590,781 Professional fees 565,411 604,475 2,916,583 2,107,158 Interest expense 1,202,748 — 3,630,301 504,793 Tax expense 74,497 (1,975 ) 82,238 7,648 Other expenses 487,619 276,552 1,238,120 841,241 Net Investment Loss $ (3,809,233 ) $ (2,223,478 ) $ (11,844,826 ) $ (7,100,796 ) Net realized gain/(loss) on investments (5,141,097 ) 32,495,660 (4,011,047 ) 172,306,990 Net change in unrealized appreciation/(depreciation) of investments (36,951,920 ) (15,023,778 ) (103,929,610 ) (8,598,363 ) Net Increase/(Decrease) in Net Assets Resulting from Operations $ (45,902,250 ) $ 15,248,404 $ (119,785,483 ) $ 156,607,831 Investment Income Investment income decreased to $519,511 for the three months ended September 30, 2022 from $523,916 for the three months ended September 30, 2021. The net decrease between periods was due to decreases in interest income from Residential Homes for Rent, LLC (d/b/a Second Avenue), Enjoy Technologies, Inc., Neutron Holdings, Inc. (d/b/a/ Lime), and interest on idle cash, as well as a decrease in dividend income from NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) and Treehouse Real Estate Investment Trust, Inc. The decreases were offset by an increase in interest income from Architect Capital PayJoy SPV, LLC and Xgroup Holdings Limited (d/b/a Xpoint) during the three months ended September 30, 2022, relative to the three months ended September 30, 2021. Investment income increased to $1,993,242 for the nine months ended September 30, 2022 from $1,090,088 for the nine months ended September 30, 2021. The net increase between periods was due to an increase in interest income from Architect Capital PayJoy SPV, LLC and Shogun Enterprises, Inc. The increase was offset by a decrease in interest income from Residential Homes for Rent, LLC (d/b/a Second Avenue) and Neutron Holdings, Inc. (d/b/a/ Lime), plus a decrease in dividend income from NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) and Treehouse Real Estate Investment Trust, Inc. during the nine months ended September 30, 2022, relative to the nine months ended September 30, 2021. Operating Expenses Total operating expenses increased to $4,328,744 for the three months ended September 30, 2022 from $2,747,394 for the three months ended September 30, 2021. The increase in operating expense was primarily due to an increase in interest expense, smaller increases in compensation expense, tax expense, and other expenses during the three months ended September 30, 2022, relative to the three months ended September 30, 2021. Total operating expenses increased to $13,838,068 for the nine months ended September 30, 2022 from $8,190,884 for the nine months ended September 30, 2021. The increase in operating expense was primarily due to an increase in interest expense, professional fees, and compensation expense during the nine months ended September 30, 2022, relative to the nine months ended September 30, 2021. Net Investment Loss For the three months ended September 30, 2022, we recognized a net investment loss of $3,809,233, compared to a net investment loss of $2,223,478 for the three months ended September 30, 2021. The change between periods resulted from the increase in operating expenses and a decrease in total investment income between periods during the three months ended September 30, 2022, relative to the three months ended September 30, 2021. 54 For the nine months ended September 30, 2022, we recognized a net investment loss of $11,844,826, compared to a net investment loss of $7,100,796 for the nine months ended September 30, 2021. The change between periods resulted from the increase in operating expenses offset by an increase in total investment income between periods during the nine months ended September 30, 2022, relative to the nine months ended September 30, 2021. Net Realized Gain on Investments For the three months ended September 30, 2022, we recognized a net realized loss on our investments of $5,141,097, compared to a net realized gain of $32,495,660 for the three months ended September 30, 2021. For the nine months ended September 30, 2022, we recognized a net realized loss on our investments of $4,011,047, compared to a net realized gain of $172,306,990 for the nine months ended September 30, 2021. The components of our net realized gains on portfolio investments for the nine months ended September 30, 2022 and 2021, excluding U.S. Treasury investments and fluctuations in escrow receivables estimates, are reflected in the tables above, under “—Portfolio and Investment Activity.” Net Change in Unrealized Appreciation/(Depreciation) of Investments For the three months ended September 30, 2022 and 2021, we had a net change in unrealized appreciation/(depreciation) of $(36,951,920) and $(15,023,778), respectively. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended September 30, 2022 and 2021. Portfolio Company Net Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended September 30, 2022 Portfolio Company Net Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended September 30, 2021 Enjoy Technology, Inc. (1) $ 5,321,214 Course Hero, Inc. $ 26,605,110 NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) (1) (1,137,566 ) Forge Global, Inc. 10,317,564 StormWind, LLC (1,513,211 ) Rover Group, Inc. 2,877,675 Skillsoft Corp. (1,659,315 ) StormWind, LLC 2,460,400 Whoop, Inc. (1,717,793 ) Skillsoft Corp. 2,431,000 Course Hero, Inc. (2,819,949 ) NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) 1,967,858 Shogun Enterprises, Inc. (3,991,271 ) Nextdoor, Inc. 1,773,248 Varo Money, Inc. (4,090,467 ) Tynker (f/k/a Neuron Fuel, Inc.) 1,441,516 Aspiration Partners, Inc. (4,626,914 ) Clever, Inc. (1) (1,013,252 ) Forge Global Holdings, Inc. (17,782,022 ) Enjoy Technology, Inc. (2,103,673 ) Ozy Media, Inc. (27,203,344 ) Coursera, Inc. (1) (35,382,037 ) Other (2) (2,934,626 ) Other (2) 804,157 Total $ (36,951,920 ) Total $ (15,023,778 ) (1) The change in unrealized appreciation/(depreciation) reflected for these investments resulted in full or in part from the full or partial exit of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable. (2) “Other” represents investments, including U.S. Treasury bills, for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the three months ended September 30, 2022 and 2021. 55 For the nine months ended September 30, 2022 and 2021, we had a net change in unrealized appreciation/(depreciation) of $(103,929,610) and $(8,598,363), respectively. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the nine months ended September 30, 2022 and 2021. Portfolio Company Net Change in Unrealized Appreciation/(Depreciation) For the Nine Months Ended September 30, 2022 Portfolio Company Net Change in Unrealized Appreciation/(Depreciation) For the Nine Months Ended September 30, 2021 True Global Ventures 4 Plus Fund Pte Ltd (1) $ 3,106,863 Course Hero, Inc. $ 36,581,727 Whoop, Inc. (1,724,978 ) Forge Global, Inc. 10,320,512 StormWind, LLC (2,108,140 ) Aspiration Partners, Inc. 8,255,466 Blink Health, Inc. (3,561,393 ) Rover Group, Inc. 7,512,791 NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) (1) (3,925,585 ) StormWind, LLC 4,147,092 Neutron Holdings, Inc. (d/b/a/ Lime) (3,991,353 ) NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) 3,685,499 Shogun Enterprises, Inc. (4,022,725 ) CUX, Inc. (d/b/a CorpU) (1) 3,654,203 Aspiration Partners, Inc. (4,284,109 ) Nextdoor, Inc. 3,384,446 Rover Group, Inc. (1) (5,221,903 ) Coursera, Inc. (1) 2,519,727 Varo Money, Inc. (7,085,189 ) Skillsoft Corp. 1,690,000 Trax Ltd. (7,139,557 ) Enjoy Technology, Inc. 1,317,436 Skillsoft Corp. (7,187,091 ) Tynker (f/k/a Neuron Fuel, Inc.) 1,441,516 Nextdoor Holdings, Inc. (7,410,781 ) Palantir Lending Trust SPV I (1,351,442 ) Forge Global Holdings, Inc. (17,541,727 ) Ozy Media, Inc. (10,098,381 ) Course Hero, Inc. (31,124,041 ) Palantir Technologies, Inc. (1) (81,760,272 ) Other (2) (707,901 ) Other (2) 101,317 Total $ (103,929,610 ) Total $ (8,598,363 ) (1) The change in unrealized appreciation/(depreciation) reflected for these investments resulted in full or in part from the full or partial exit of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable. (2) “Other” represents investments, including U.S. Treasury bills, for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the nine months ended September 30, 2022 and 2021. Recent Developments Portfolio Activity Please refer to “Note 12—Subsequent Events” to our condensed consolidated financial statements as of September 30, 2022 for details regarding activity in our investment portfolio from October 1, 2022 through November 8, 2022. We are frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the seller or us. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated. On October 19, 2022, the Company’s Board of Directors approved an extension of the Share Repurchase Program until the earlier of (i) October 31, 2023 or (ii) the repurchase of $55.0 million in aggregate amount of the Company’s common stock. See “Note 5- Common Stock - Share Repurchase Program” for more information regarding the Company’s Share Repurchase Program. 56 COVID-19 The Company has been closely monitoring the COVID-19 pandemic, its broader impact on the global economy and the more recent impacts on the U.S. economy. Subsequent to September 30, 2022, the global outbreak of the COVID-19 pandemic, and the related effect on the U.S. and global economies, may have adverse consequences for the business operations of some of the Company’s portfolio companies and, as a result, may have adverse effects on the Company’s operations. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, remain uncertain. The operational and financial performance of the issuers of securities in which the Company invests depends on future developments, including the duration and spread of the crisis, and such uncertainty may in turn adversely affect the value and liquidity of the Company’s investments and negatively impact the Company’s performance. As of November 8, 2022, there is no indication of a reportable subsequent event impacting the Company’s financial statements for the nine months ended September 30, 2022. The Company continues to observe and respond to the evolving COVID-19 environment and its potential impact on areas across its business. Revised Custody Agreements On October 28, 2022, the Company and U.S. Bank Trust Company, National Association (the “Securities Custodian”) entered into a custody agreement (the “Securities Custody Agreement”), pursuant to which the Securities Custodian was appointed to serve as the Company’s custodian to hold securities, loans, cash, and other assets on behalf of the Company. Either party may terminate the Securities Custody Agreement at any time upon sixty (60) days’ prior written notice. Also on October 28, 2022, the Company and U.S. Bank, National Association (in such capacity, the “Document Custodian”) entered into a custody agreement (the “Document Custody Agreement”), pursuant to which the Document Custodian was appointed to serve as the Company’s custodian to hold certain documents on behalf of the Company. Either party may terminate the Document Custody Agreement at any time upon sixty (60) days’ prior written notice. In conjunction with the Company’s entry into the Securities Custody Agreement and Document Custody Agreement, the Company terminated its existing custody agreement with U.S. Bank, National Association (the “Prior Custody Agreement”), effective October 28, 2022. Other than ordinary course payments under the Prior Custody Agreement through the effective date of termination, no termination or other fees are payable in connection with the termination of the Prior Custody Agreement. Liquidity and Capital Resources Our liquidity and capital resources are generated primarily from the sales of our investments and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under “At-the-Market Offering”. In addition, on March 28, 2018, we issued $40.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, the outstanding principal amount of which we redeemed in full on March 29, 2021. On December 17, 2021, we issued $75.0 million aggregate principal amount of 6.00% Notes due 2026, all of which remain outstanding. For additional information, see below and “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2022. Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the nine months ended September 30, 2022 and 2021, our operating expenses were $13,838,068 and $8,190,884, respectively. Cash Reserves and Liquid Securities September 30, 2022 December 31, 2021 Cash $ 39,652,608 $ 198,437,078 Cash Equivalents U.S. Treasury bills 99,226,000 — Securities of publicly traded portfolio companies: Unrestricted securities (1) 15,321,409 16,970,411 Subject to other sales restrictions (2) 69,820 27,602,814 Securities of publicly traded portfolio companies 15,391,229 44,573,225 Total Cash Reserves and Liquid Securities $ 154,269,837 $ 243,010,303 (1) “Unrestricted securities” represents common stock of our publicly traded companies that are not subject to any restrictions upon sale. We may incur losses if we liquidate these positions to pay operating expenses or fund new investments. (2) Securities of publicly traded portfolio companies “subject to other sales restrictions” represents common stock and options of our publicly traded companies that are subject to certain lock-up restrictions. During the nine months ended September 30, 2022, cash decreased to $39,652,608 from $198,437,078 at the beginning of the year. The decrease in cash was primarily due to the purchase of new investments including U.S. Treasury bills, the payment of our dividends, Modified Dutch Auction Tender Offer and share repurchases under the Share Repurchase Program, interest on the 6.00% Notes due 2026, and to pay our operating expenses offset by proceeds from the sale of public investments and other investment income received. Currently, we believe we have ample liquidity to support our near-term capital requirements. As the impact of the COVID-19 continues to unfold and consistent with past and current practices, we will continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon the current circumstances. 57 Contractual Obligations A summary of our significant contractual payment obligations as of September 30, 2022 is as follows: Payments Due By Period (in millions) Total Less than 1 year 1–3 years 3–5 years More than 5 years Notes (1) $ 75.0 $ — $ — $ 75.0 $ — Operating lease liability 0.4 0.2 0.2 — — Total $ 75.4 $ 0.2 $ 0.2 $ 75.0 $ — (1) The balance shown for the “Notes” reflects the principal balance payable to investors for the 6.00% Notes due 2026 as of September 30, 2022. Refer to “Note 10—Debt Capital Activities” in our condensed consolidated financial statements as of September 30, 2022 for more information. Share Repurchase Program During the three and nine months ended September 30, 2022, the Company repurchased 0 and 1,008,676 shares, respectively, of the Company’s common stock under the Share Repurchase Program. During the three and nine months ended September 30, 2021, the Company did not repurchase any shares of common stock under the Share Repurchase Program. As of September 30, 2022, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $16.4 million. Under the Share Repurchase Program, we may repurchase our outstanding common stock in the open market provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934, as amended. For more information on the Share Repurchase Program, see “Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” and “Note 5—Common Stock” to our condensed consolidated financial statements as of September 30, 2022. Modified Dutch Auction Tender Offer On August 8, 2022, the Company commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”) to purchase up to 2,000,000 shares of its common stock from its stockholders, which expired on September 2, 2022. In accordance with the terms of the Modified Dutch Auction Tender Offer, the Company selected the lowest price per share of not less than $6.00 per share and not greater than $7.00 per share. Pursuant to the Modified Dutch Auction Tender Offer, the Company repurchased 2,000,000 shares, representing 6.6% of its outstanding shares, on or about September 12, 2022 at a price of $6.60 per share. The Company used available cash to fund the purchases of its shares of common stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses. Off-Balance Sheet Arrangements As of September 30, 2022, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices. However, we may employ hedging and other risk management techniques in the future. Equity Issuances & Debt Capital Activities At-the-Market Offering On July 29, 2020, the Company entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the “Initial Sales Agreement”), with BTIG, LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc. (collectively, the “Agents”). Under the Initial Sales Agreement, the Company may, but has no obligation to, issue and sell up to $50.0 million in aggregate amount of shares of its common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM Program”). On September 23, 2020, the Company increased the maximum amount of Shares to be sold through the ATM Program to $150.0 million from $50.0 million. In connection with the upsize of the ATM Program to $150.0 million, the Company entered into the Amendment No. 1 to the At-the-Market Sales Agreement, dated September 23, 2020, with the Agents. The Company intends to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with its investment objective and strategy and for general corporate purposes. During the three and nine months ended September 30, 2022, the Company issued and sold 0 and 17,807 shares, respectively, under the ATM Program at a weighted-average price of $13.01 per share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions to the Agents on Shares sold. As of September 30, 2022, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program. Refer to “Note 5—Common Stock” to our consolidated financial statements as of September 30, 2022 for more information regarding the ATM Program. 58 4.75% Convertible Senior Notes due 2023 On March 28, 2018, we issued $40.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2023, which bore interest at a fixed rate of 4.75% per year, payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2018. We received approximately $38.2 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses. The 4.75% Convertible Senior Notes due 2023 had a maturity date of March 28, 2023, unless previously repurchased or converted in accordance with their terms. We did not have the right to redeem the 4.75% Convertible Senior Notes due 2023 prior to March 27, 2021. On March 29, 2021, the Company redeemed $0.3 million in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023 at a redemption price equal to 100% of their principal amount ($1,000 per convertible note), plus accrued and unpaid interest thereon, which amounted to approximately $0.8 million. As a result of this redemption and prior conversions of the 4.75% Convertible Senior Notes due 2023 into shares of our common stock by the holders thereof, the 4.75% Convertible Senior Notes due 2023 were no longer outstanding as of March 29, 2021. During the three and nine months ended September 30, 2021, the Company issued 0 and 4,097,808 shares, respectively, of its common stock and cash for fractional shares upon the conversion of approximately $37.9 million in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023. The Company also redeemed approximately $0.3 million of aggregate principal amount for cash plus accrued and unpaid interest on March 29, 2021. During the year ended December 31, 2020, the Company issued 174,888 shares of its common stock and cash for fractional shares upon the conversion of $1,785,000 in aggregate principal amount of the 4.75% Convertible Senior Notes due 2023. Refer to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2022 for more information regarding the 4.75% Convertible Senior Notes due 2023. 6.00% Notes due 2026 On December 17, 2021, we issued $70.0 million aggregate principal amount of 6.00% Notes due 2026, which bear interest at a fixed rate of 6.00% per year, payable quarterly in arrears on March 31, June 30, September 30, and December 30 of each year, commencing on March 30, 2022. On December 21, 2021, we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026. We received approximately $73.0 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses. The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest. Refer to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2022 for more information regarding the 6.00% Notes due 2026. 59 Distributions The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution. The following table lists the distributions, including dividends and returns of capital, if any, per share that we have declared since our formation through September 30, 2022. The table is divided by fiscal year according to record date: Date Declared Record Date Payment Date Amount per Share Fiscal 2015: November 4, 2015 (1) November 16, 2015 December 31, 2015 $ 2.76 Fiscal 2016: August 3, 2016 (2) August 16, 2016 August 24, 2016 0.04 Fiscal 2019: November 5, 2019 (3) December 2, 2019 December 12, 2019 0.20 December 20, 2019 (4) December 31, 2019 January 15, 2020 0.12 Fiscal 2020: July 29, 2020 (5) August 11, 2020 August 25, 2020 0.15 September 28, 2020 (6) October 5, 2020 October 20, 2020 0.25 October 28, 2020 (7) November 10, 2020 November 30, 2020 0.25 December 16, 2020 (8) December 30, 2020 January 15, 2021 0.22 Fiscal 2021: January 26, 2021 (9) February 5, 2021 February 19, 2021 0.25 March 8, 2021 (10) March 30, 2021 April 15, 2021 0.25 May 4, 2021 (11) May 18, 2021 June 30, 2021 2.50 August 3, 2021 (12) August 18, 2021 September 30, 2021 2.25 November 2, 2021 (13) November 17, 2021 December 30, 2021 2.00 December 20, 2021 (14) December 31, 2021 January 14, 2022 0.75 Fiscal 2022: March 8, 2022 (15) March 25, 2022 April 15, 2022 0.11 Total $ 12.10 (1) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well as cash of $26,358,885. The number of shares of common stock comprising the stock portion was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015. None of the $2.76 per share distribution represented a return of capital. (2) Of the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from realized gains, and $66,487 represented a return of capital. (3) All of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized gains. None of the distribution represented a return of capital. (4) All of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital. (5) All of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital. (6) All of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital. (7) All of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital. (8) All of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital. (9) All of the $4,981,131 distribution paid on February 19, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital. (10) All of the $6,051,304 distribution paid on April 15, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital. 60 (11) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,335,527 shares of common stock issued in lieu of cash, or approximately 9.6% of our outstanding shares prior to the distribution, as well as cash of $29,987,589. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.07 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on May 12, 13, and 14, 2021. None of the $2.50 per share distribution represented a return of capital. (12) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,225,193 shares of common stock issued in lieu of cash, or approximately 8.4% of our outstanding shares prior to the distribution, as well as cash of $29,599,164. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.55 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on August 11, 12, and 13, 2021. None of the $2.25 per share distribution represented a return of capital. (13) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,170,807 shares of common stock issued in lieu of cash, or approximately 7.5% of our outstanding shares prior to the distribution, as well as cash of $28,494,812. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.39 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on November 11, 12, and 13, 2021. None of the $2.00 per share distribution represented a return of capital. (14) All of the $23,338,915 distribution paid on January 14, 2022 represented a distribution from realized gains. None of the distribution represented a return of capital. (15) All of the $3,441,824 distribution paid on April 15, 2022 represented a distribution from realized gains. None of the distribution represented a return of capital. We intend to focus on making equity-based investments from which we will derive primarily capital gains. As a consequence, we do not anticipate that we will pay distributions on a quarterly basis or become a predictable distributor of distributions, and we expect that our distributions, if any, will be much less consistent than the distributions of other BDCs that primarily make debt investments. If there are earnings or realized capital gains to be distributed, we intend to declare and pay a distribution at least annually. The amount of realized capital gains available for distribution to stockholders will be impacted by our tax status. Our current intention is to make any future distributions out of assets legally available therefrom in the form of additional shares of our common stock under our dividend reinvestment plan, except in the case of stockholders who elect to receive dividends and/or long-term capital gains distributions in cash. Under the dividend reinvestment plan, if a stockholder owns shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution. Any distributions reinvested under the plan will nevertheless be treated as received by the U.S. stockholder for U.S. federal income tax purposes, although no cash distribution has been made. As a result, if a stockholder does not elect to opt out of the dividend reinvestment plan, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution. Stockholders that hold shares in the name of a broker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributions in cash. So long as we qualify and maintain our tax treatment as a RIC, we generally will not be subject to U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. Rather, any tax liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our consolidated financial statements. See “Note 2—Significant Accounting Policies— U.S. Federal and State Income Taxes ” and “Note 9—Income Taxes” to our condensed consolidated financial statements as of September 30, 2022 for more information. The Taxable Subsidiaries included in our consolidated financial statements are taxable subsidiaries, regardless of whether we are taxed as a RIC. These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in our consolidated financial statements. Critical Accounting Policies Critical accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of certain revenues and expenses during the reporting period. It is likely that changes in these estimates will occur in the near term. Our estimates are inherently subjective in nature and actual results could differ materially from such estimates. See “Note 2—Significant Accounting Policies” to our condensed consolidated financial statements as of September 30, 2022 for further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements. 61 Related-Party Transactions See “Note 3—Related-Party Arrangements” to our condensed consolidated financial statements as of September 30, 2022 for more information.