Neostellar Capital Corp. 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This annual report on Form 10-K 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 annual report on Form 10-K involve risks and uncertainties, including, without limitation, statements as to: ● our future operating results; ● our dependence upon our management team and key investment professionals; ● our business prospects and the prospects of our portfolio companies; ● our ability to manage our business and future growth; ● the impact of investments that we expect to make; ● risks related to investments in growth-stage companies, other venture capital-backed companies, and generally U.S. companies; ● our contractual arrangements and relationships with third parties; ● our ability to make distributions; ● the dependence of our future success on the general economy and its impact on the industries in which we invest; ● risks related to the uncertainty of the value of our portfolio investments; ● the ability of our portfolio companies to achieve their objectives; ● change in political, economic or industry conditions; ● our expected financings and investments; ● the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, on our operations and/or the operation of our portfolio companies; ● the adequacy of our cash resources and working capital; ● risks related to market volatility, including general price and volume fluctuations in stock markets; and ● the timing of cash flows, if any, from the operations of our portfolio companies. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation: ● an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies; 55 TABLE OF CONTENTS ● an economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated, causing us to suffer losses in our portfolio; ● a contraction of available credit and/or an inability to access the equity markets could impair our investment activities; ● increases in inflation or an inflationary economic environment could adversely affect our portfolio companies’ operating results, causing us to suffer losses in our portfolio; ● interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; and ● the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this annual report on Form 10-K 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 annual report on Form 10-K. 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 annual report on Form 10-K. Overview We are an internally managed, non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act, and has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code. Our investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt investments. We invest principally in the equity securities of what we believe to be rapidly growing venture capital-backed emerging companies. We acquire our investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies, negotiations with selling stockholders, and through investments in SPVs and investment funds that invest directly in the equity or debt of a single private issuer. In addition, we may invest in private credit and in the founders equity, founders warrants, venture capital investment funds, and PIPE transactions of SPACs. We may also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that otherwise meet our investment criteria, subject to applicable requirements of the 1940 Act. To the extent we make investments in private equity funds and hedge funds that are excluded from the definition of “investment company” under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, we will limit such investments to no more than 15% of our net assets. In regard to the regulatory requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio companies” generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange. If at any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets until such time as 70% of our then-current gross assets were comprised of qualifying assets. We would not be required, however, to dispose of any non-qualifying assets in such circumstances. Our investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies across several key industry themes which may include, among others, Software-as-a-Service, Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Education Technology, Logistics & Supply Chain, Financial Technology & Services, and SuRo Sports. Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring revenues, and path to profitability, as well as an understanding of key market fundamentals. Venture capital funds or other institutional investors have invested in the vast majority of companies we evaluate. 56 TABLE OF CONTENTS We seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity, and convertible debt securities with a significant equity component. Typically, our preferred stock investments are non-income producing, have different voting rights than our common stock investments and are generally convertible into common stock at our discretion. As our investment strategy is primarily focused on equity positions, our investments generally do not produce current income and therefore we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available. We seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes. Our History We formed in 2010 as a Maryland corporation and operate as an internally managed, non-diversified closed-end management investment company. Our investment activities are supervised by our Board of Directors and managed by our executive officers and investments professionals, all of which are our employees. Our date of inception was January 6, 2011, which is the date we commenced development stage activities. We commenced operations as a BDC upon completion of our IPO in May 2011 and began our investment operations during the second quarter of 2011. On and effective March 12, 2019, our Board of Directors approved our Internalization, and we began operating as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Our Board of Directors approved the Internalization in order to better align the interests of our stockholders with its management. As an internally managed BDC, we are managed by our employees, rather than the employees of an external investment adviser, thereby allowing for greater transparency to stockholders through robust disclosure regarding our compensation structure. As a result of the Internalization, we no longer pay any fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants. Portfolio and Investment Activity Year Ended December 31, 2024 The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments. The fair value as of December 31, 2024 of all of our portfolio investments was $209,380,742. During the year ended December 31, 2024, we funded investments in an aggregate amount of $74,500,754 (not including capitalized transaction costs) as shown in the following table: Portfolio Company Investment Transaction Date Gross Payments Supplying Demand, Inc. (d/b/a Liquid Death) Preferred shares, Series F-1 1/18/2024 $ 9,999,996 Canva, Inc. Common shares 4/17/2024 9,999,948 CW Opportunity 2 LP (1) Membership Interest, Class A 5/7/2024 15,000,000 ARK Type One Deep Ventures Fund LLC (2) Membership Interest, Class A 9/25/2024 17,500,000 CoreWeave, Inc. Common shares 9/26/2024 5,000,400 CoreWeave, Inc. Preferred Shares, Series A 10/8/2024 5,000,400 IH10, LLC (3) Membership Interest 10/9/2024 12,000,010 Total $ 74,500,754 (1) CW Opportunity 2 LP is an SPV that is solely invested in the Series C Preferred Shares of CoreWeave, Inc. SuRo Capital Corp. is invested in the Series C Preferred Shares of CoreWeave, Inc. through its investment in the Class A Interest of CW Opportunity 2 LP. (2) ARK Type One Deep Ventures Fund LLC is an investment fund for which the Class A Interest is solely invested in the Convertible Interest Rights of OpenAI Global, LLC. SuRo Capital Corp. is invested in the Convertible Interest Rights of OpenAI Global, LLC through its investment in the Class A Interest of ARK Type One Deep Ventures Fund LLC. (3) IH10, LLC’s sole portfolio asset is interest in the Series B Preferred Shares of VAST Data, Ltd. through an SPV. SuRo Capital Corp. is invested in the Series B Preferred Shares of VAST Data, Ltd. through its investment in the Membership Interest of IH10, LLC. 57 TABLE OF CONTENTS During the year ended December 31, 2024, we capitalized fees of $564,146, which include prepaid fund expenses and management fees. During the year ended December 31, 2024, we exited or received proceeds from investments (not including short-term U.S. Treasury bills) in the amount of $26,107,936, net of transaction costs, and realized a net loss on investments of $5,020,314 (including adjustments to amounts held in escrow receivable) as shown in following table: Portfolio Company Transaction Date Quantity Average Net Share Price (1) Net Proceeds Realized Gain/(Loss) (2) Nextdoor Holdings, Inc. (3) Various 112,420 $ 1.92 $ 215,318 $ (411,151 ) PSQ Holdings, Inc. (d/b/a PublicSquare) - Warrants (4) Various 600,000 1.07 641,583 383,994 Architect Capital PayJoy SPV, LLC (5) 6/28/2024 N/A N/A 10,000,000 (6,745 ) True Global Ventures 4 Plus Pte Ltd (6) Various N/A N/A 375,762 — PSQ Holdings, Inc. (d/b/a PublicSquare) - Public Common Shares (7) Various 1,976,032 $ 3.19 6,312,243 4,755,656 Churchill Sponsor VII LLC 8/18/2024 N/A N/A — (300,000 ) YouBet Technology, Inc. (d/b/a FanPower) 8/22/2024 N/A N/A — (752,943 ) OneValley, Inc. (f/k/a NestGSV, Inc.) (8) 8/29/2024 N/A N/A 3,000,000 (6,598,530 ) SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) (9) 9/30/2024 N/A N/A 374,950 (6,790,680 ) Oklo, Inc. 11/15/2024 239,300 $ 21.14 5,058,709 4,807,382 Forge Global, Inc. (10) Various 125,000 $ 1.03 129,371 14,305 Total $ 26,107,936 $ (4,898,712 ) (1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable. (2) Realized gain/(loss) does not include adjustments to amounts held in escrow receivable. (3) As of February 23, 2024, we had sold our remaining Nextdoor Holdings, Inc. public common shares. (4) As of December 31, 2024, we held 1,796,037 remaining PSQ Holdings, Inc. (d/b/a PublicSquare) public warrants. (5) On June 28, 2024, we redeemed the entirety of our Membership Interest in Architect Capital PayJoy SPV, LLC. (6) On June 28, 2024 and December 23, 2024, we received return of capital distributions from our investment in True Global Ventures 4 Plus Pte Ltd. (7) As of December 3, 2024, we had sold our remaining PSQ Holdings, Inc. (d/b/a PublicSquare) public common shares. (8) On August 29, 2024, we sold our remaining position in OneValley, Inc. (f/k/a NestGSV, Inc.). (9) On September 20, 2024, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) dissolved its business and made a final distribution. (10) As of December 31, 2024, we held 1,020,875 remaining Forge Global, Inc. public common shares. During the year ended December 31, 2024, we wrote-off our investments in Churchill Sponsor VII LLC and YouBet Technology, Inc. (d/b/a FanPower) following their dissolution. 58 TABLE OF CONTENTS Year Ended December 31, 2023 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 December 31, 2023, of all of our portfolio investments, excluding short-term U.S. Treasury bills, was $184,081,249. During the year ended December 31, 2023, we funded investments in an aggregate amount of $25,766,162 (not including capitalized transaction costs or investments in short-term U.S. Treasury bills) as shown in the following table: Portfolio Company Investment Transaction Date Gross Payments Orchard Technologies, Inc. (1) Preferred shares, Series 1 1/13/2023 $ 2,000,000 True Global Ventures 4 Plus Pte Ltd (2) Limited Partner Fund Investment 3/31/2023 1,330,000 PayJoy, Inc. Simple Agreement for Future Equity (SAFE) 5/25/2023 500,000 ServiceTitan, Inc. Common shares 6/30/2023 9,999,990 FourKites, Inc. Common shares Various 8,511,174 Shogun Enterprises, Inc. (d/b/a Hearth) (3) Preferred shares, Series B-4 7/12/2023 499,998 Stake Trade, Inc. (d/b/a Prophet Exchange) Simple Agreement for Future Equity (SAFE) 7/26/2023 1,000,000 Xgroup Holdings Limited (d/b/a Xpoint) Convertible Note 6%, Due 8/17/2024 10/26/2023 325,000 Colombier Sponsor II LLC Class B Units and Class W Units 11/20/2023 1,600,000 Total $ 25,766,162 (1) On January 13, 2023, we invested $2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing round. As part of the transaction, we exchanged a portion of our existing Series D Preferred shares for Series 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares. Additionally, our previous investment in the Simple Agreement for Future Equity of Orchard Technologies, Inc. was converted into additional Series 1 Senior Preferred shares. (2) On March 31, 2023, the previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions. On March 31, 2023, the full $2.0 million capital commitment to True Global Ventures 4 Plus Fund LP had been called and funded. (3) On July 12, 2023, we invested $0.5 million in Shogun Enterprises, Inc. (d/b/a Hearth)’s Series B-4 Preferred financing round. As part of the transaction, our previous investment in the Convertible Note of Shogun Enterprises, Inc. (d/b/a Hearth) was converted into Series B-3 Preferred shares. Additionally, we received Common Warrants as part of the transaction. During the year ended December 31, 2023, we capitalized fees of $49,269. During the year ended December 31, 2023, we exited or received proceeds from investments in the amount of $17,338,100, net of transaction costs, and realized a net loss on investments of $11,947,504 (including adjustments to amounts held in escrow receivable) as shown in following table: Portfolio Company Transaction Date Quantity Average Net Share Price (1) Net Proceeds Realized Gain/(Loss) (2) Kahoot! ASA (3) Various 38,305 $ 1.97 $ 75,601 $ (100,466 ) NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) (4) Various 229,758 16.44 3,776,638 (903,070 ) Nextdoor Holdings, Inc. (5) Various 1,689,996 2.97 5,011,707 (4,364,489 ) Rent the Runway, Inc. (6) 1/4/2023 79,191 3.05 241,456 (961,837 ) Residential Homes for Rent, LLC (d/b/a Second Avenue) (7) Various N/A N/A 1,000,000 — True Global Ventures 4 Plus Pte Ltd (8) Various N/A N/A 1,699,222 1,330,000 Ozy Media, Inc. (9) 5/4/2023 3,492,465 N/A — (10,945,024 ) PSQ Holdings, Inc. (d/b/a PublicSquare) - Warrants (10) Various 303,963 1.05 318,369 187,873 Forge Global, Inc. (11) Various 1,465,994 3.56 5,215,107 3,865,611 Churchill Sponsor VI LLC 12/4/2023 N/A N/A — (200,000 ) Total $ 17,338,100 $ (12,091,402 ) (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 March 8, 2023, we had sold our remaining Kahoot! ASA public common shares. (4) As of December 15, 2023, we had sold our remaining NewLake Capital Partners, Inc. public common shares. (5) As of December 31, 2023, we held 112,420 remaining Nextdoor Holdings, Inc. public common shares. (6) As of January 4, 2023, we had sold our remaining Rent the Runway, Inc. public common shares. (7) On December 26, 2023, a final payment was received from Residential Homes For Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023. During the year ended December 31, 2023, approximately $1.1 million was received from Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023. Of the proceeds received, approximately $1.0 million repaid a portion of the outstanding principal and the remaining was attributed to interest. 59 TABLE OF CONTENTS (8) On March 31, 2023, the previously unfunded capital commitment of $1.3 million to True Global Ventures 4 Plus Pte Ltd was deemed fully contributed in lieu of cash distributions. (9) On May 4, 2023, we abandoned our investment in Ozy Media, Inc. (10) As of December 31, 2023, we held 2,396,037 remaining PSQ Holdings, Inc. (d/b/a PublicSquare) warrants. (11) As of December 31, 2023, we held 1,145,875 remaining Forge Global, Inc. public common shares. During the year ended December 31, 2023, our OneValley, Inc. (f/k/a NestGSV, Inc.) Series B preferred warrants with a strike price of $2.31 expired on December 31, 2023. Results of Operations Comparison of the Years Ended December 31, 2024, 2023, and 2022 Operating results for the years ended December 31, 2024, 2023, and 2022 are as follows: Year Ended December 31, 2024 2023 2022 Total Investment Income $ 4,673,427 $ 6,596,780 $ 3,456,193 Interest income 3,441,188 5,885,470 2,914,954 Dividend income 1,232,239 711,310 541,239 Total Operating Expenses $ 18,624,714 $ 20,036,389 $ 18,164,201 Compensation expense 9,159,673 9,482,867 7,566,452 Directors’ fees 682,260 645,548 675,716 Professional fees 2,277,765 2,602,894 3,395,260 Interest expense 4,843,570 4,858,049 4,845,549 Income tax expense 88,692 624,049 82,238 Other expenses 1,572,754 1,822,982 1,598,986 Net Investment Loss $ (13,951,287 ) $ (13,439,609 ) $ (14,708,008 ) Net realized loss on investments (5,020,314 ) (11,947,504 ) (5,905,453 ) Realized loss on partial repurchase of 6.00% Notes due December 30, 2026 (183,668 ) — — Net change in unrealized appreciation/(depreciation) of investments (18,968,978 ) 30,453,935 (111,563,592 ) Net Change in Net Assets Resulting from Operations $ (38,124,247 ) $ 5,066,822 $ (132,177,053 ) 60 TABLE OF CONTENTS Investment Income For the year ended December 31, 2024 as compared to the year ended December 31, 2023 Investment income decreased to $4,673,427 for the year ended December 31, 2024 from $6,596,780 for the year ended December 31, 2023. The net decrease between periods was primarily due to the cessation of interest income from short-term U.S. Treasury bills and from Architect Capital PayJoy SPV, LLC following the redemption of our investment in June 2024. Additional decreases in interest income were related to interest accruals from debt investments in Xgroup Holdings Limited (d/b/a Xpoint) and Shogun Enterprises, Inc. (d/b/a Hearth), and the repayment in full of the Residential Homes for Rent, LLC (d/b/a Second Avenue) term loan as of December 26, 2023, as well as a decrease in dividend income from SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) and NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) following our complete exit in December 2023. The decreases were offset by an increase in interest income received on cash, and an increase in dividend income from CW Opportunity 2 LP during the year ended December 31, 2024, relative to the year ended December 31, 2023. For the year ended December 31, 2023 as compared to the year ended December 31, 2022 Investment income increased to $6,596,780 for the year ended December 31, 2023 from $3,456,193 for the year ended December 31, 2022. The net increase between periods was due to increases in interest income from U.S. Treasury Bills and interest on idle cash, plus an increase in dividend income from SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.). The increase was offset by a decrease in interest income from Architect Capital PayJoy SPV, LLC, Residential Homes for Rent, LLC (d/b/a Second Avenue), and a decrease in dividend income from NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) during the year ended December 31, 2023, relative to the year ended December 31, 2022. Operating Expenses For the year ended December 31, 2024 as compared to the year ended December 31, 2023 Total operating expenses decreased to $18,624,714 for the year ended December 31, 2024 from $20,036,389 for the year ended December 31, 2023. The decrease in operating expense was primarily due to decreases in income tax expense, professional fees, compensation expense and other expenses, offset by an increase in directors’ fees during the year ended December 31, 2024, relative to the year ended December 31, 2023. For the year ended December 31, 2023 as compared to the year ended December 31, 2022 Total operating expenses increased to $20,036,389 for the year ended December 31, 2023 from $18,164,201 for the year ended December 31, 2022. The increase in operating expense was primarily due to an increase in compensation expense associated with an increased headcount and stock-based compensation expense, and income tax expense related to blocker corporations, offset by a decrease in professional fees during the year ended December 31, 2023, relative to the year ended December 31, 2022. 61 TABLE OF CONTENTS Net Investment Loss For the year ended December 31, 2024 as compared to the year ended December 31, 2023 For the year ended December 31, 2024, we recognized a net investment loss of $13,951,287, compared to a net investment loss of $13,439,609 for the year ended December 31, 2023. The change between periods resulted from a decrease in total investment income and operating expenses during the year ended December 31, 2024, relative to the year ended December 31, 2023. For the year ended December 31, 2023 as compared to the year ended December 31, 2022 For the year ended December 31, 2023, we recognized a net investment loss of $13,439,609, compared to a net investment loss of $14,708,008 for the year ended December 31, 2022. The change between periods resulted from an increase in total investment income, offset by an increase in operating expenses during the year ended December 31, 2023, relative to the year ended December 31, 2022. Net Realized Loss on Investments For the year ended December 31, 2024 as compared to the year ended December 31, 2023 For the year ended December 31, 2024, we recognized a net realized loss on our investments of $5,020,314, compared to a net realized loss of $11,947,504 for the year ended December 31, 2023. The components of our net realized losses on portfolio investments for the year ended December 31, 2024 and 2023, excluding short-term U.S. Treasury bills and fluctuations in escrow receivables estimates, are reflected in the tables above, under “—Portfolio and Investment Activity.” For the year ended December 31, 2023 as compared to the year ended December 31, 2022 For the year ended December 31, 2023, we recognized a net realized loss on our investments of $11,947,504, compared to a net realized loss of $5,905,453 for the year ended December 31, 2022. The components of our net realized losses on portfolio investments for the year ended December 31, 2023 and 2022, excluding short-term U.S. Treasury bills 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 year ended December 31, 2024, we had a net change in unrealized appreciation/(depreciation) of $(18,968,978). For the year ended December 31, 2023, we had a net change in unrealized appreciation/(depreciation) of $30,453,935. For the year ended December 31, 2022, we had a net change in unrealized appreciation/(depreciation) of $(111,563,592). The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the years ended December 31, 2024, 2023, and 2022. Portfolio Company Net Change in Unrealized Appreciation/(Depreciation) For the Year Ended December 31, 2024 OneValley, Inc. (f/k/a NestGSV, Inc.) (1) $ 7,696,978 SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) (1) 6,779,031 Whoop, Inc. 5,310,570 FourKites, Inc. 4,790,749 Blink Health, Inc. 3,399,685 Trax, Ltd. 2,730,323 CW Opportunity 2 LP 2,598,712 ServiceTitan, Inc. 2,066,739 Canva, Inc. 1,941,180 Residential Homes for Rent, LLC (d/b/a Second Avenue) (1,020,825 ) Shogun Enterprises, Inc. (d/b/a Hearth) (1,708,738 ) Forge Global, Inc. (1) (2,864,952 ) StormWind, LLC (3,267,047 ) PSQ Holdings, Inc. (d/b/a PublicSquare) (1) (7,256,132 ) Learneo, Inc. (f/k/a Course Hero, Inc.) (39,100,522 ) Other (2) (1,064,729 ) Total $ (18,968,978 ) (1) The change in unrealized appreciation/(depreciation) reflected for these investments resulted 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 for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the year ended December 31, 2024. 62 TABLE OF CONTENTS Portfolio Company Net Change in Unrealized Appreciation/ (Depreciation) For the Year Ended December 31, 2023 Portfolio Company Net Change in Unrealized Appreciation/ (Depreciation) For the Year Ended December 31, 2022 Ozy Media, Inc. (1) $ 10,945,024 True Global Ventures 4 Plus Pte Ltd (1) $ 3,106,863 PSQ Holdings, Inc. (d/b/a PublicSquare) (1) 7,925,790 Rent the Runway (1) 1,773,329 Nextdoor Holdings, Inc. (1) 5,875,694 StormWind, LLC (1,879,887 ) Learneo, Inc. (f/k/a Course Hero, Inc.) 5,441,177 NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.) (1) (3,331,136 ) Neutron Holdings, Inc. (d/b/a/ Lime) 3,991,353 Blink Health, Inc. (3,365,627 ) Whoop, Inc. 3,528,846 Whoop, Inc. (3,927,419 ) Shogun Enterprises, Inc. (d/b/a Hearth) 3,240,026 Neutron Holdings, Inc. (d/b/a/ Lime) (3,991,353 ) StormWind, LLC 2,585,041 Shogun Enterprises, Inc. (d/b/a Hearth) (4,225,397 ) ServiceTitan, Inc. 1,952,742 CTN Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.) (4,514,232 ) Varo Money, Inc. 1,029,807 Rover Group, Inc. (1) (5,259,385 ) FourKites, Inc. (1,604,213 ) Varo Money, Inc. (7,254,893 ) Trax, Ltd. (2,927,814 ) Trax Ltd. (7,442,485 ) CTN Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.) (6,541,511 ) Skillsoft Corp. (7,707,467 ) Orchard Technologies, Inc. (7,649,609 ) Nextdoor Holdings, Inc. (8,726,545 ) Forge Global, Inc. (17,594,073 ) Learneo, Inc. (f/k/a Course Hero, Inc.) (37,290,369 ) Other (2) 2,661,582 Other (2) 66,484 Total $ 30,453,935 Total $ (111,563,592 ) (1) The change in unrealized appreciation/(depreciation) reflected for these investments resulted 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 for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the year ended December 31, 2023 and 2022. Liquidity and Capital Resources Our liquidity and capital resources are generated primarily from the sales of our investments and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under “Equity Issuances and Debt Capital Activities — At-the-Market Offering”. In addition, on December 17, 2021, we issued $75.0 million aggregate principal amount of 6.00% Notes due 2026, of which $44.7 million remain outstanding, and on August 14, 2024 and October 9, 2024, we issued $25.0 million and $5.0 million, respectively, in aggregate principal amount of 6.50% Convertible Notes due 2029, all of which remain outstanding. For additional information, see below and “Note 10—Debt Capital Activities” to our Consolidated Financial Statements as of December 31, 2024. 63 TABLE OF CONTENTS Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the year ended December 31, 2024, December 31, 2023 and December 31, 2022, our operating expenses, including interest payments on our debt obligations, were $18,624,714 , $ 20,036,389 and $18,164,201, respectively. Cash Reserves and Liquid Securities December 31, 2024 December 31, 2023 December 31, 2022 Cash $ 20,035,640 $ 28,178,352 $ 40,117,598 Cash Equivalents: U.S. Treasury bills (1) — 63,810,855 85,056,817 Securities of publicly traded portfolio companies: Unrestricted securities (2) 3,563,407 6,970,612 13,298,992 Subject to other sales restrictions (3) 14,027,713 8,542,386 24,493 Securities of publicly traded portfolio companies 17,591,120 15,512,998 13,323,485 Total Cash Reserves and Liquid Securities $ 37,626,760 $ 107,502,205 $ 138,497,900 (1) Consists of short-term U.S. Treasury bills. (2) “Unrestricted securities” represents common stock and warrants of our publicly traded portfolio companies that are not currently subject to any restrictions upon sale. We may incur losses. (3) Securities of publicly traded portfolio companies “subject to other sales restrictions” represents common stock of our publicly traded portfolio companies that are currently subject to certain lock-up restrictions. During the year ended December 31, 2024, cash decreased to $20,035,640 from $28,178,352 at the beginning of the year. The decrease in cash was primarily due to the purchase of new investments, payment of our operating expenses, repurchase of our common stock pursuant to a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”), and payment of interest on the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029. The decrease was offset the sale or exit of investments including the maturity of our investments in short-term U.S. Treasury bills, and other investment income received. For additional information relating to the Modified Dutch Auction Tender Offer, see “Modified Dutch Auction Tender Offer” below and “Note 5 - Common Stock” to our Consolidated Financial Statements as of December 31, 2024. Currently, we believe we have ample liquidity to support our near-term capital requirements. Consistent with past and current practices, we will continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon the current circumstances. Contractual Obligations A summary of our significant contractual payment obligations as of December 31, 2024 is as follows: Payments Due By Period (in millions) Total Less than 1 year 1–3 years 3–5 years More than 5 years 6.00% Notes due 2026 (1) $ 44.7 $ — $ 44.7 $ — $ — 6.50% Convertible Notes due 2029 (2) $ 30.0 $ — $ — $ 30.0 $ — Operating lease liability 0.5 0.1 0.3 0.1 — Total $ 75.2 $ 0.1 $ 45.0 $ 30.1 $ — (1) Reflects the principal balance payable for the 6.00% Notes due 2026 as of December 31, 2024. Refer to “Note 10—Debt Capital Activities” in our Consolidated Financial Statements as of December 31, 2024 for more information. (2) Reflects the principal balance payable for the 6.50% Convertible Notes due 2029 as of December 31, 2024. Refer to “Note 10—Debt Capital Activities” in our Consolidated Financial Statements as of December 31, 2024 for more information. Share Repurchase Program During the year ended December 31, 2024, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program. During the year ended December 31, 2023, we repurchased 186,493 shares of our common stock under the Share Repurchase Program. As of December 31, 2024, the dollar value of shares that remained available to be purchased under the Share Repurchase Program was approximately $25.0 million. On October 29, 2024, our Board of Directors authorized an extension of, and an increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2025 or (ii) the repurchase of $64.3 million in aggregate amount of our common stock. 64 TABLE OF CONTENTS 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 Exchange Act and the rules promulgated thereunder. For more information on the Share Repurchase Program, see “Note 5—Common Stock” to our Consolidated Financial Statements as of December 31, 2024. Modified Dutch Auction Tender Offer On February 20, 2024, we commenced the Modified Dutch Auction Tender Offer to purchase up to 2,000,000 shares of our common stock from our stockholders, which expired on April 1, 2024. In accordance with the terms of the Modified Dutch Auction Tender Offer, we selected the lowest price per share of not less than $4.00 per share and not greater than $5.00 per share. Pursuant to the Modified Dutch Auction Tender Offer, we repurchased 2,000,000 shares, representing 7.9% of our then-outstanding shares, on or about April 5, 2024 at a price of $4.70 per share. We used available cash to fund the purchase of our 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 December 31, 2024, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices. However, we may employ hedging and other risk management techniques in the future. Equity Issuances and Debt Capital Activities At-the-Market Offering On July 29, 2020, we established an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market Sales Agreement dated July 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with BTIG LLC, Citizens JMP Securities, LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co. Inc. and Barrington Research Associates, Inc. (collectively, the “Agents”). Under the Sales Agreement, we may, but have no obligation to, issue and sell up to $150.0 million in aggregate amount of shares of our common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account. We intend to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with our investment objective and strategy and for general corporate purposes. During the years ended December 31, 2024 and 2023, we did not issue or sell Shares under the ATM Program. As of December 31, 2024, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program. Refer to “Note 5—Common Stock” to our Consolidated Financial Statements as of December 31, 2024 for more information regarding the ATM Program. 6.00% Notes due 2026 - Note Repurchase Program On December 17, 2021, we issued $70.0 million aggregate principal amount of 6.00% Notes due 2026, which bear interest at a fixed rate of 6.00% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022. On December 21, 2021, we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026. We received approximately $73.0 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses. The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest. 65 TABLE OF CONTENTS On August 6, 2024, our Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”) which allows us to repurchase up to 46.67%, or $35.0 million in aggregate principal amount, of our 6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2024, we repurchased and retired $30.3 million of aggregate principal amount of the 6.00% Notes due 2026. As of December 31, 2024, the aggregate principal dollar amount of 6.00% Notes due 2026 that remained available to be purchased under the Note Repurchase Program was approximately $5.0 million. Refer to “Note 10—Debt Capital Activities” to our Consolidated Financial Statements as of December 31, 2024 for more information regarding the 6.00% Notes due 2026. 6.50% Convertible Notes due 2029 On August 14, 2024, we issued $25.0 million aggregate principal amount of the 6.50% Convertible Notes due 2029 to a private purchaser (the “Purchaser”), which bear interest at a rate of 6.50% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on September 30, 2024. We received $24.3 million in proceeds from the issuance, net of underwriting discounts and commissions. Under the purchase agreement governing the 6.50% Convertible Notes due 2029 (the “Notes Purchase Agreement”), upon mutual agreement between the Company and the Purchaser, we may issue additional 6.50% Convertible Notes due 2029 for sale in subsequent offerings to the Purchaser (the “Additional Notes”), or issue additional notes with modified pricing terms (the “New Notes”), in the aggregate for both the Additional Notes and the New Notes, up to a maximum of $50.0 million in one or more private offerings. Pursuant to the Notes Purchase Agreement, on October 9, 2024, we issued $5.0 million of Additional Notes to the Purchaser, which Additional Notes are treated as a single series with the initial issuance of the 6.50% Convertible Notes due 2029. The 6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance with their terms. We do not have the right to redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027. The 6.50% Convertible Notes due 2029 will be convertible into shares of our common stock at the Purchaser’s sole discretion at an initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029, subject to adjustment as provided in the Notes Purchase Agreement. Refer to “Note 10—Debt Capital Activities” to our Consolidated Financial Statements as of December 31, 2024 for more information regarding the 6.50% Convertible Notes due 2029. Distributions The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution. See “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in Part II, Item 5 of this Form 10-K for a list of our past distributions, including dividends and returns of capital, if any, that we have declared since our formation through December 31, 2024. Critical Accounting Estimates and Policies Critical accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the 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 Consolidated Financial Statements as of December 31, 2024 for further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements. Investment Portfolio Valuation The most significant determination inherent in the preparation of our Consolidated Financial Statements is the valuation of our investment portfolio. We consider this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of December 31, 2024 and 2023, our investment portfolio valued at fair value represented 132.88% and 90.52% of our net assets, respectively. We are required to report our investments at fair value. We follow the provisions of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See “Note 2 – Significant Accounting Policies – Investments at Fair Value” to our Consolidated Financial Statements for more information. 66 TABLE OF CONTENTS Due to the inherent uncertainty in the valuation process, the determination of fair value for our investment portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation. In 2022, the SEC adopted Rule 2a-5 under the 1940 Act, which establishes a framework for determining fair value in good faith for purposes of the 1940 Act. As adopted, Rule 2a-5 permits boards of directors to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. The SEC also adopted Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations. While our Board of Directors has not elected to designate a valuation designee, we adopted certain revisions to our valuation policies and procedures to comply with the applicable requirements of Rule 2a-5 and Rule 31a-4. While the Board of Directors is ultimately and solely responsible for determining the fair value of our investments, we have engaged independent valuation firms to provide us with valuation assistance with respect to our investments. Our Board of Directors consulted with an independent third-party valuation firm in arriving at its determination of fair value for 100% of our portfolio investments as of December 31, 2024 and 2023. Revenue Recognition We recognize gains or losses on the sale of investments using the specific identification method. We recognize interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. We recognize dividend income on the ex-dividend date. Investment Transaction Costs and Escrow Deposit Commissions and other costs associated with an investment transaction, including legal expenses not reimbursed by the portfolio company, are included in the cost basis of purchases and deducted from the proceeds of sales. We make certain acquisitions on secondary markets, which may involve making deposits to escrow accounts until certain conditions are met, including the underlying private company’s right of first refusal. If the underlying private company does not exercise or assign its right of first refusal and all other conditions are met, then the funds in the escrow account are delivered to the seller and the account is closed. Such transactions would be reflected on the Consolidated Statement of Assets and Liabilities as escrow deposits. As of December 31, 2024 and December 31, 2023, we had no escrow deposits. Related-Party Transactions See “Note 3—Related-Party Arrangements” to our Consolidated Financial Statements as of December 31, 2024 for more information. Recent Developments 6.00% Notes Due 2026 - Note Repurchase Program Between January 1, 2025 and January 8, 2025, we repurchased an additional 199,990 units of the 6.00% Notes due 2026 under the Note Repurchase Program resulting in the total use of the authorized available funds. 6.50% Convertible Notes due 2029 On January 16, 2025, we issued and sold $5.0 million in aggregate principal amount of Additional Notes to the Purchaser pursuant to the Notes Purchase Agreement. The Additional Notes are treated as a single series with our initial issuance of $25.0 million in aggregate principal amount of the outstanding 6.50% Convertible Notes due 2029 and the additional $5.0 million issuance of the 6.50% Convertible Notes due 2029 on October 9, 2024 (together, the “Initial Notes”) and have the same terms as the Initial Notes. The Additional Notes are fungible and rank equally with the Initial Notes. Upon issuance of the Additional Notes on January 16, 2025, the outstanding aggregate principal amount of our 6.50% Convertible Notes due 2029 became $35.0 million. Portfolio Activity Please refer to “Note 12—Subsequent Events” to our Consolidated Financial Statements as of December 31, 2024 for details regarding activity in our investment portfolio from January 1, 2025 through March 11, 2025. We are frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the seller or us. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.