SEC Form 10-Q filed by SuRo Capital Corp.

5/9/24 9:33:15 AM ET

$SSSS

Finance: Consumer Services

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-00852

SuRo Capital Corp.

(Exact name of registrant as specified in its charter)

Maryland	27-4443543
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

640 Fifth Avenue, 12th Floor, New York, NY	10019
(Address of principal executive offices)	(Zip Code)

(212) 931-6331

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	SSSS	Nasdaq Global Select Market
6.00% Notes due 2026	SSSSL	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The issuer had 23,353,284 shares of common stock, $0.01 par value per share, outstanding as of May 8, 2024.

SURO CAPITAL CORP.

TABLE OF CONTENTS

		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Statements of Assets and Liabilities as of March 31, 2024 (Unaudited) and December 31, 2023	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	4
	Condensed Consolidated Schedule of Investments as of March 31, 2024 (Unaudited)	5
	Condensed Consolidated Schedule of Investments as of December 31, 2023	9
	Notes to Condensed Consolidated Financial Statements as of March 31, 2024 (Unaudited)	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	53
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults Upon Senior Securities	54
Item 4.	Mine Safety Disclosures	54
Item 5.	Other Information	54
Item 6.	Exhibits	55
Signatures		56

PART I

Item 1. Financial Statements

SURO CAPITAL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

	March 31, 2024			December 31, 2023
ASSETS
Investments at fair value:
Non-controlled/non-affiliate investments (cost of $170,371,625 and $160,994,161, respectively)	$	140,167,986		$	147,167,535
Non-controlled/affiliate investments (cost of $32,733,009 and $32,775,940, respectively)		22,871,704			24,931,333
Controlled investments (cost of $18,771,097 and $18,771,097, respectively)		11,975,881			11,982,381
Total Portfolio Investments		175,015,571			184,081,249
Investments in U.S. Treasury bills (cost of $29,245,079 and $63,792,704, respectively)		29,621,913			63,810,855
Total Investments (cost of $251,120,810 and $276,333,902, respectively)		204,637,484			247,892,104
Cash		50,814,399			28,178,352
Escrow proceeds receivable		236,303			309,293
Interest and dividends receivable		137,657			132,607
Deferred financing costs		577,900			594,726
Prepaid expenses and other assets⁽¹⁾		467,149			494,602
Total Assets		256,870,892			277,601,684
LIABILITIES
Accounts payable and accrued expenses⁽¹⁾		1,270,583			346,308
Dividends payable		44,700			152,523
6.00% Notes due December 30, 2026⁽²⁾		73,834,474			73,745,207
Total Liabilities		75,149,757			74,244,038
Commitments and contingencies (Notes 7 and 10)
Net Assets	$	181,721,135		$	203,357,646
NET ASSETS
Common stock, par value $0.01 per share (100,000,000 authorized; 25,353,284 and 25,445,805 issued and outstanding, respectively)	$	253,533		$	254,458
Paid-in capital in excess of par		248,883,867			248,454,107
Accumulated net investment loss		(7,527,013	)		(4,304,111	)
Accumulated net realized loss on investments, net of distributions		(12,772,846	)		(12,348,772	)
Accumulated net unrealized appreciation/(depreciation) of investments		(47,116,406	)		(28,698,036	)
Net Assets	$	181,721,135		$	203,357,646
Net Asset Value Per Share	$	7.17		$	7.99

See accompanying notes to condensed consolidated financial statements.

(1)	This balance includes a right of use asset and corresponding operating lease liability, respectively. Refer to “Note 7—Commitments and Contingencies—Operating Leases and Related Deposits” for more detail.
(2)	As of March 31, 2024, the 6.00% Notes due December 30, 2026 (the “6.00% Notes due 2026”) (effective interest rate of 6.53%) had a face value $75,000,000. As of December 31, 2023, the 6.00% Notes due 2026 (effective interest rate of 6.53%) had a face value $75,000,000. Refer to “Note 10—Debt Capital Activities” for a reconciliation of the carrying value to the face value.

	2024			2023
	Three Months Ended March 31,
	2024			2023
INVESTMENT INCOME
Non-controlled/non-affiliate investments:
Interest income⁽¹⁾	$	242,007		$	49,475
Dividend income		21,875			63,145
Controlled investments:
Interest income		435,000			236,000
Interest income from U.S. Treasury bills		829,209			950,462
Total Investment Income		1,528,091			1,299,082
OPERATING EXPENSES
Compensation expense		2,185,318			2,136,754
Directors’ fees⁽²⁾		171,113			160,565
Professional fees		728,559			990,834
Interest expense		1,214,267			1,213,286
Income tax expense		2,100			529,780
Other expenses		449,636			489,628
Total Operating Expenses		4,750,993			5,520,847
Net Investment Loss		(3,222,902	)		(4,221,765	)
Realized Gain/(Loss) on Investments:
Non-controlled/non-affiliated investments		(484,141	)		189,343
Non-controlled/affiliate investments		60,067			—
Net Realized Gain/(Loss) on Investments		(424,074	)		189,343
Change in Unrealized Appreciation/(Depreciation) of Investments:
Non-controlled/non-affiliated investments		(16,395,171	)		(2,063,577	)
Non-controlled/affiliate investments		(2,016,699	)		(1,320,364	)
Controlled investments		(6,500	)		12,032,872
Net Change in Unrealized Appreciation/(Depreciation) of Investments		(18,418,370	)		8,648,931
Net Change in Net Assets Resulting from Operations	$	(22,065,346	)	$	4,616,509
Net Change in Net Assets Resulting from Operations per Common Share:
Basic	$	(0.87	)	$	0.16
Diluted⁽³⁾	$	(0.87	)	$	0.16
Weighted-Average Common Shares Outstanding
Basic		25,393,490			28,378,529
Diluted⁽³⁾		25,393,490			28,378,529

(1)	Includes interest income earned on idle cash.
(2)	Refer to “Note 11 — Stock-Based Compensation” for more detail.
(3)	For the three months ended March 31, 2024 and March 31, 2023, there were no potentially dilutive securities outstanding. Refer to “Note 6 — Net Change in Net Assets Resulting from Operations per Common Share — Basic and Diluted”.

	2024			2023
	Three Months Ended March 31,
	2024			2023
Net Assets at Beginning of Year	$	203,357,646		$	210,020,702

Change in Net Assets Resulting from Operations
Net investment loss		(3,222,902	)		(4,221,765	)
Net realized gain/(loss) on investments		(424,074	)		189,343
Net change in unrealized appreciation/(depreciation) of investments		(18,418,370	)		8,648,931
Net Change in Net Assets Resulting from Operations		(22,065,346	)		4,616,509
Change in Net Assets Resulting from Capital Transactions
Stock-based compensation		428,835			405,858
Net Change in Net Assets Resulting from Capital Transactions		428,835			405,858
Total Change in Net Assets		(21,636,511	)		5,022,367
Net Assets at March 31	$	181,721,135		$	215,043,069

Capital Share Activity
Shares outstanding at beginning of year		25,445,805			28,429,499
Issuance of common stock under restricted stock plan, net⁽¹⁾		(92,521	)		(90,919	)
Shares Outstanding at End of Period		25,353,284			28,338,580

Portfolio Investments*		Headquarters/ Industry	Date of Initial Investment	Shares/ Principal		Cost		Fair Value		% of Net Assets
NON-CONTROLLED/NON-AFFILIATE
Learneo, Inc. (f/k/a Course Hero, Inc.)		Redwood City, CA
Preferred shares, Series A 8%		Online Education	9/18/2014		2,145,509	$	5,000,001	$	32,983,548		18.15	%
Preferred shares, Series C 8%		Online Education	11/5/2021		275,659		9,999,971		9,999,971		5.50	%
Total							14,999,972		42,983,519		23.65	%
ServiceTitan, Inc.		Glendale, CA
Common shares		Contractor Management Software	6/30/2023		151,515		10,008,233		13,406,349		7.38	%
Blink Health, Inc.		New York, NY
Preferred shares, Series A		Pharmaceutical Technology	10/27/2020		238,095		5,000,423		1,558,654		0.86	%
Preferred shares, Series C		Pharmaceutical Technology	10/27/2020		261,944		10,003,917		9,999,974		5.50	%
Total							15,004,340		11,558,628		6.36	%
Locus Robotics Corp.		Wilmington, MA
Preferred shares, Series F 6%		Warehouse Automation	11/30/2022		232,568		10,004,286		10,886,060		5.99	%
Supplying Demand, Inc. (d/b/a Liquid Death)		Los Angeles, CA
Preferred shares, Series F-1		Lifestyle Beverage Brand	1/18/2024		776,747		10,003,934		9,999,996		5.50	%
Whoop, Inc.		Boston, MA
Preferred shares, Series C		Fitness Technology	6/30/2022		13,293,450		10,011,460		8,817,987		4.85	%
FourKites, Inc.		Chicago, IL
Common shares		Supply Chain Technology	7/7/2023		1,398,024		8,530,389		7,980,900		4.39	%
Shogun Enterprises, Inc. (d/b/a Hearth)		Austin, TX
Preferred shares, Series B-1		Home Improvement Finance	2/26/2021		436,844		3,501,657		2,983,237		1.64	%
Preferred shares, Series B-2		Home Improvement Finance	2/26/2021		301,750		3,501,661		2,983,241		1.64	%
Preferred shares, Series B-3		Home Improvement Finance	5/2/2022		56,936		530,822		452,447		0.25	%
Preferred shares, Series B-4		Home Improvement Finance	7/12/2023		48,267		366,606		356,146		0.20	%
Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026		Home Improvement Finance	7/12/2023		86,076		140,060		—		—	%
Total							8,040,806		6,775,071		3.73	%
Orchard Technologies, Inc.		New York, NY
Preferred shares, Series D 8%		Real Estate Platform	8/9/2021		558,053		3,751,518		—		—	%
Senior Preferred shares, Series 2		Real Estate Platform	8/9/2021		58,771		587,951		—		—	%
Senior Preferred shares, Series 1 7%		Real Estate Platform	1/13/2023		441,228		4,418,406		4,412,280		2.43	%
Common shares		Real Estate Platform	8/9/2021		558,053		3,751,518		—		—	%
Total							12,509,393		4,412,280		2.43	%
True Global Ventures 4 Plus Pte Ltd^**		Singapore, Singapore
Limited Partner Fund Investment⁽⁸⁾	**(8)	Venture Investment Fund	8/27/2021		1		960,778		4,054,309		2.23	%
Neutron Holdings, Inc. (d/b/a/ Lime)		San Francisco, CA
Junior Preferred shares, Series 1-D		Micromobility	1/25/2019		41,237,113		10,007,322		3,485,014		1.92	%
Junior Preferred Convertible Note 4% Due 5/11/2027^***		Micromobility	5/11/2020	$	506,339		506,339		506,339		0.28	%
Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027		Micromobility	5/11/2020		2,032,967		—		40,659		0.02	%
Total							10,513,661		4,032,012		2.22	%
PayJoy, Inc.		San Francisco, CA
Preferred shares		Mobile Access Technology	7/23/2021		244,117		2,501,570		2,500,002		1.38	%
Simple Agreement for Future Equity		Mobile Access Technology	5/25/2023		1		501,470		500,000		0.28	%
Total							3,003,040		3,000,002		1.65	%
Forge Global, Inc.^**		San Francisco, CA
Common shares⁽³⁾	^**(3)	Online Marketplace Finance	7/20/2011		1,145,875		2,093,988		2,211,539		1.22	%
Varo Money, Inc.^**		San Francisco, CA
Common shares	**	Financial Services	8/11/2021		1,079,266		10,005,548		1,858,913		1.02	%

Portfolio Investments*		Headquarters/ Industry	Date of Initial Investment	Shares/ Principal		Cost		Fair Value		% of Net Assets
Xgroup Holdings Limited (d/b/a Xpoint)⁽⁷⁾		Philadelphia, PA
Convertible Note 6%, Due 10/17/2024⁽⁴⁾	(7)(4)	Geolocation Technology	8/17/2022	$	1,325,000		1,338,976		1,658,332		0.91	%
Aventine Property Group, Inc.		Chicago, IL
Common shares***	***	Cannabis REIT	9/11/2019		312,500		2,580,750		1,212,796		0.67	%
Commercial Streaming Solutions Inc. (d/b/a BettorView)⁽⁷⁾		Las Vegas, NV
Simple Agreement for Future Equity	(7)	Interactive Media & Services	3/26/2021		1		1,004,240		1,000,000		0.55	%
Stake Trade, Inc. (d/b/a Prophet Exchange)⁽⁷⁾		New York, NY
Simple Agreement for Future Equity	(7)	Sports Betting	7/26/2023		1		1,002,153		1,000,000		0.55	%
AltC Sponsor LLC^(10)(12)**		New York, NY
Common shares, Class B		Special Purpose Acquisition Company	7/21/2021		214,400		224,753		767,671		0.42	%
Common shares, Class A		Special Purpose Acquisition Company	7/21/2021		24,900		26,102		178,312		0.10	%
Total							250,855		945,983		0.52	%
Residential Homes for Rent, LLC (d/b/a Second Avenue)		Chicago, IL
Preferred shares, Series A⁽⁶⁾	(6)	Real Estate Platform	12/23/2020		150,000		1,500,000		654,705		0.36	%
EDGE Markets, Inc.⁽⁷⁾		San Diego, CA
Preferred shares, Series Seed	(7)	Gaming Technology	5/18/2022		456,704		501,330		500,000		0.28	%
Skillsoft Corp.**		Nashua, NH
Common shares⁽³⁾	**(3)	Online Education	6/8/2021		49,092		9,818,428		441,828		0.24	%
Churchill Sponsor VII LLC^(10)(14)**		New York, NY
Common share units	**(10)(14)	Special Purpose Acquisition Company	2/25/2021		292,100		205,820		362,894		0.20	%
Warrant units	**(10)(14)	Special Purpose Acquisition Company	2/25/2021		277,000		94,180		31,880		0.02	%
Total	**(10)(14)						300,000		394,774		0.22	%
YouBet Technology, Inc. (d/b/a FanPower)⁽⁷⁾		New York, NY
Preferred shares, Series Seed-2	(7)	Digital Media Technology	8/26/2021		578,029		752,943		187,500		0.10	%
Rebric, Inc. (d/b/a Compliable)⁽⁷⁾		Denver, CO
Preferred shares, Series Seed-4	(7)	Gaming Licensing	10/12/2021		2,406,492		1,002,755		157,658		0.09	%
Kinetiq Holdings, LLC		Philadelphia, PA
Common shares, Class A		Social Data Platform	3/30/2012		112,374		—		36,845		0.02	%
Trax Ltd.**		Singapore, Singapore
Common shares	**	Retail Technology	6/9/2021		55,591		2,781,148		—		—	%
Preferred shares, Investec Series	**	Retail Technology	6/9/2021		144,409		7,224,600		—		—	%
Total	**						10,005,748		—		—	%
Aspiration Partners, Inc.		Marina Del Rey, CA
Preferred shares, Series A		Financial Services	8/11/2015		540,270		1,001,815		—		—	%
Preferred shares, Series C-3		Financial Services	8/12/2019		24,912		281,190		—		—	%
Total							1,283,005		—		—	%
Fullbridge, Inc.		Cambridge, MA
Common shares		Business Education	5/13/2012		517,917		6,150,506		—		—	%
Promissory Note 1.47%, Due 11/9/2021^(4)(11)	(4)(11)	Business Education	3/3/2016	$	2,270,458		2,270,858		—		—	%
Total							8,421,364		—		—	%
Treehouse Real Estate Investment Trust, Inc.		Chicago, IL
Common shares		Cannabis REIT	9/11/2019		312,500		4,919,250		—		—	%

Total Non-controlled/Non-affiliate						$	170,371,625	$	140,167,986		77.13	%

*	All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”). Preferred dividends are generally only payable when declared and paid by the portfolio company’s board of directors. The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value”).

**	Indicates assets that SuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Of the Company’s total investments as of March 31, 2024, 15.66% of its total investments are non-qualifying assets.

***	Investment is income-producing.

(1)	“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. beneficially owns, directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with the right to elect directors) of such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

(2)	“Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.

(3)	Denotes an investment considered Level 1 or Level 2 and valued using observable inputs. Refer to “Note 4—Investments at Fair Value”.

(4)	As of March 31, 2024, the investments noted had been placed on non-accrual status.

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

(6)	SuRo Capital Corp.’s investment in preferred shares of Residential Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo Capital Corp.’s wholly owned subsidiary, GSVC AV Holdings, Inc.

(7)	SuRo Capital Corp.’s investments in Commercial Streaming Solutions Inc. (d/b/a BettorView), YouBet Technology, Inc. (d/b/a FanPower), Rebric, Inc. (d/b/a Compliable), EDGE Markets, Inc., Xgroup Holdings Limited (d/b/a Xpoint), and Stake Trade, Inc. (d/b/a Prophet Exchange) are held through SuRo Capital Corp.’s wholly owned subsidiary, SuRo Capital Sports, LLC (“SuRo Sports”).

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

(9)	On August 23, 2019, SuRo Capital Corp. amended the structure of its investment in OneValley, Inc. (f/k/a NestGSV, Inc.). As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security. OneValley, Inc. (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp. can put the shares to OneValley, Inc. (f/k/a NestGSV, Inc.) at the end of the five year period.

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

(11)	On November 9, 2021, Fullbridge, Inc.’s obligations under its financing arrangements with the Company became past due.

(12)	On July 11, 2023, AltC Acquisition Corp. announced it signed a definitive agreement to merge with Oklo, Inc. As part of the transaction, SuRo Capital Corp.’s Share units in AltC Sponsor LLC converted to 24,900 Class A Common shares and 214,400 Class B Common shares. SuRo Capital Corp.’s AltC Sponsor LLC position is adjusted for certain lock-up provisions.

(13)	On July 19, 2023, Colombier Acquisition Corp. (“Colombier”) stockholders approved a business combination with PSQ Holdings, Inc. (d/b/a PublicSq.) and related proposals at a special meeting. Also on July 19, 2023, PSQ Holdings, Inc. announced that it had consummated the business combination with Colombier pursuant to a merger agreement between the parties, creating the resultant combined company PSQ Holdings, Inc. (d/b/a PublicSq.). SuRo Capital Corp.’s shares of PSQ Holdings, Inc. (d/b/a PublicSquare) Class A Common shares are subject to contractual sale restrictions in the form of a lock-up agreement applicable to the common shares after the company’s IPO, while the PSQ Holdings, Inc. (d/b/a PublicSquare) warrants are freely tradable. The lock-up agreement expires on July 19, 2024. The lock-up agreement has early lock-up expiration provisions which would allow SuRo Capital Corp. to sell its Class A common shares in PSQ Holdings, Inc. (d/b/a PublicSquare) if the closing price of the Class A common stock equals or exceeds $12.00 per share, as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations for any 20 trading days within any 30 trading day period commencing on December 16, 2023.

(14)	On August 1, 2023, Churchill Capital Corp. VII announced it signed a definitive agreement to merge with CorpAcq Holdings Limited. The fair value of SuRo Capital Corp.’s Churchill Sponsor VII LLC position is adjusted for certain lock-up provisions.

(13)	On July 12, 2023, SuRo Capital Corp. invested $0.5 million in Shogun Enterprises, Inc. (d/b/a Hearth)’s Series B-4 Preferred financing round. As part of the transaction, the previous investment in the Convertible Note was converted into Series B-3 Preferred shares. Additionally, SuRo Capital Corp. received Common Warrants as part of the transaction.

(14)	On July 11, 2023, AltC Acquisition Corp. announced it signed a definitive agreement to merge with Oklo, Inc. As part of the transaction, SuRo Capital Corp.’s Share units converted to 24,900 Class A Common shares and 214,400 Class B Common shares.

(15)	On July 19, 2023, Colombier Acquisition Corp. (“Colombier”) stockholders approved a business combination with PSQ Holdings, Inc. (d/b/a PublicSquare) and related proposals at a special meeting. Also on July 19, 2023, PSQ Holdings, Inc. announced that it had consummated the business combination with Colombier pursuant to a merger agreement between the parties, creating the resultant combined company PSQ Holdings, Inc. (d/b/a PublicSquare). SuRo Capital Corp.’s shares of PSQ Holdings, Inc. (d/b/a PublicSquare) Class A Common shares are subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc. warrants are freely tradable.

Subsidiary	Jurisdiction of Incorporation	Formation Date	Percentage Owned
GCL	Delaware	April 13, 2012		100	%
SuRo Capital Sports, LLC (“SuRo Sports”)	Delaware	March 19, 2021		100	%
Subsidiaries below are referred to collectively as the “Taxable Subsidiaries”
GSVC AE Holdings, Inc. (“GAE”)	Delaware	November 28, 2012		100	%
GSVC AV Holdings, Inc. (“GAV”)	Delaware	November 28, 2012		100	%
GSVC SW Holdings, Inc. (“GSW”)	Delaware	November 28, 2012		100	%
GSVC SVDS Holdings, Inc. (“SVDS”)	Delaware	August 13, 2013		100	%

Portfolio Investments*		Headquarters/ Industry	Date of Initial Investment	Shares/ Principal		Cost		Fair Value		% of Net Assets
NON-CONTROLLED/AFFILIATE⁽¹⁾
StormWind, LLC⁽⁵⁾		Scottsdale, AZ
Preferred shares, Series D 8%		Interactive Learning	11/26/2019		329,337	$	257,267	$	565,571		0.31	%
Preferred shares, Series C 8%		Interactive Learning	1/7/2014		2,779,134		4,000,787		5,976,337		3.29	%
Preferred shares, Series B 8%		Interactive Learning	12/16/2011		3,279,629		2,019,687		3,870,706		2.13	%
Preferred shares, Series A 8%		Interactive Learning	2/25/2014		366,666		110,000		227,478		0.13	%
Total							6,387,741		10,640,092		5.86	%
PSQ Holdings, Inc. (d/b/a PublicSquare)⁽¹³⁾**		West Palm Beach, FL
Common shares, Class A⁽³⁾		E-Commerce Marketplace	4/1/2021		1,976,032		1,556,587		9,036,394		4.97	%
Warrants, Strike Price $11.50, Expiration Date 7/19/2028⁽³⁾		E-Commerce Marketplace	4/1/2021		2,296,037		985,722		1,492,424		0.82	%
Total							2,542,309		10,528,818		5.79	%
OneValley, Inc. (f/k/a NestGSV, Inc.)		San Mateo, CA
Derivative Security, Expiration Date 8/23/2024⁽⁹⁾		Global Innovation Platform	8/23/2019		1		8,555,124		424,489		0.23	%
Convertible Promissory Note 8% Due 8/23/2024⁽⁴⁾		Global Innovation Platform	2/17/2016	$	1,010,198		1,030,176		1,278,305		0.70	%
Total							9,585,300		1,702,794		0.94	%
Maven Research, Inc.		San Francisco, CA
Preferred shares, Series C		Knowledge Networks	7/2/2012		318,979		2,000,447		—		—	%
Preferred shares, Series B		Knowledge Networks	2/28/2012		49,505		217,206		—		—	%
Total							2,217,653		—		—	%
Curious.com, Inc.		Menlo Park, CA
Common shares	* (1)	Online Education	11/22/2013		1,135,944		12,000,006		—		—	%

Total Non-controlled/Affiliate						$	32,733,009	$	22,871,704		12.59	%

CONTROLLED⁽²⁾
Architect Capital PayJoy SPV, LLC**		San Francisco, CA
Membership Interest in Lending SPV***		Mobile Finance Technology	3/24/2021	$	10,000,000	$	10,006,745	$	10,000,000		5.50	%
Colombier Sponsor II LLC⁽¹⁰⁾**		Palm Beach, FL
Class B Units		Special Purpose Acquisition Company	11/20/2023		1,040,000		1,103,719		1,101,695		0.61	%
Class W Units		Special Purpose Acquisition Company			1,600,000		499,221		498,305		0.27	%
Total							1,602,940		1,600,000		0.88	%
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)		Cupertino, CA
Preferred shares, Class A		Clean Technology	4/15/2014		14,300,000		7,151,412		375,881		0.21	%
Common shares		Clean Technology	4/15/2014		100,000		10,000		—		—	%
Total							7,161,412		375,881		0.21	%

Total Controlled						$	18,771,097	$	11,975,881		6.59	%

Total Portfolio Investments	*					$	221,875,731	$	175,015,571		96.31	%

	1.	The quarterly valuation process begins with each portfolio company or investment being initially valued by the internal investment professionals responsible for the portfolio investment;

	2.	Preliminary valuation estimates are then documented and discussed with senior management;

	3.	For all investments for which there are no readily available market quotations, the Valuation Committee engages an independent third-party valuation firm to conduct independent appraisals, review management’s preliminary valuations and make its own independent assessment;

	4.	The Valuation Committee applies the appropriate valuation methodology to each portfolio asset in a consistent manner, considers the inputs provided by management and the independent third-party valuation firm, discusses the valuations and recommends to the Company’s Board of Directors a fair value for each investment in the portfolio; and

	5.	The Company’s Board of Directors then discusses the valuations recommended by the Valuation Committee and determines in good faith the fair value of each investment in the portfolio.

	March 31, 2024		December 31, 2023
Deferred debt issuance costs	$	1,165,526	$	1,254,793
Deferred financing costs		577,900		594,726
Total	$	1,743,426	$	1,849,519

	As of March 31, 2024								As of December 31, 2023
	Fair Value		Percentage of Portfolio			Percentage of Net Assets			Fair Value		Percentage of Portfolio			Percentage of Net Assets
Geographic Region
West	$	101,868,755		58.3	%		56.1	%	$	108,500,197		58.9	%		53.4	%
Northeast		40,340,217		23.0	%		22.2	%		17,881,248		9.7	%		8.8	%
Midwest		16,623,472		9.5	%		9.1	%		12,107,136		6.6	%		6.0	%
Southeast		12,128,818		6.9	%		6.7	%		41,538,359		22.6	%		20.4	%
International		4,054,309		2.3	%		2.2	%		4,054,309		2.2	%		2.0	%
Total	$	175,015,571		100.0	%		96.3	%	$	184,081,249		100.0	%		90.6	%

Industry Theme		Industry
Education Technology		Business Education
		Interactive Learning
		Online Education
Big Data/Cloud		Contractor Management Software
		Gaming Licensing
		Geolocation Technology
		Retail Technology
		Supply Chain Technology
		Warehouse Automation
Marketplaces		E-Commerce Marketplace
		Global Innovation Platform
		Knowledge Networks
		Micromobility
		Pharmaceutical Technology
		Real Estate Platform
		Sports Betting
Financial Technology		Cannabis REIT
		Financial Services
		Gaming Technology
		Home Improvement Finance
		Mobile Finance Technology
		Online Marketplace Finance
		Special Purpose Acquisition Company
		Venture Investment Fund
Social/Mobile/Consumer		Digital Media Technology
		Fitness Technology
		Interactive Media & Services
		Lifestyle Beverage Brand
		Mobile Access Technology
		Social Data Platform
		Social Networking
Sustainability		Clean Technology

	As of March 31, 2024
	Quoted Prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Investments at Fair Value
Private Portfolio Companies
Preferred Stock	$	—	$	—	$	113,934,393	$	113,934,393
Common Stock		—		—		40,960,684		40,960,684
Debt Investments		—		—		3,442,976		3,442,976
Options		—		—		3,495,333		3,495,333
Private Portfolio Companies		—		—		161,833,386		161,833,386
Publicly Traded Portfolio Companies
Common Stock		2,653,367		9,036,394		—		11,689,761
Options		1,492,424		—		—		1,492,424
Publicly Traded Portfolio Companies		4,145,791		9,036,394		—		13,182,185
Total Portfolio Investments		4,145,791		9,036,394		161,833,386		175,015,571
Non-Portfolio Investments
U.S. Treasury bills		29,621,913		—		—		29,621,913
Total Investments at Fair Value	$	33,767,704	$	9,036,394	$	161,833,386	$	204,637,484

(3)	The weighted averages are calculated based on the fair market value of each investment.
(4)	Adjusted Funds From Operations, or “AFFO”.
(5)	Probability-Weighted Expected Return Method, or “PWERM”.

	Common Stock		Preferred Stock			Debt Investments		Options			Total
	Three Months Ended March 31, 2024
	Common Stock		Preferred Stock			Debt Investments		Options			Total
Assets:
Fair Value as of December 31, 2023	$	39,086,792	$	122,744,564		$	3,098,734	$	3,638,161		$	168,568,251
Purchases, capitalized fees and interest		—		10,003,934			—		—			10,003,934
Net change in unrealized appreciation/(depreciation) included in earnings		1,873,892		(18,814,105	)		344,242		(142,828	)		(16,738,799	)
Transfers out of Level 3⁽¹⁾
Fair Value as of March 31, 2024	$	40,960,684	$	113,934,393		$	3,442,976	$	3,495,333		$	161,833,386
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of March 31, 2024	$	1,873,892	$	(18,814,105	)	$	344,242	$	(142,828	)	$	(16,738,799	)

Portfolio Company	Conversion from	Conversion to
Orchard Technologies, Inc.	Preferred shares, Series D Simple Agreement for Future Equity	Senior Preferred shares, Series 1 Senior Preferred shares, Series 2 Common Shares, Class A
Shogun Enterprises, Inc. (d/b/a Hearth)	Convertible Note 0.5%	Preferred Shares, Series B-3
Colombier Sponsor LLC	Class B Units Class W Units	PSQ Holdings, Inc. (d/b/a PublicSquare) - Common shares, Class A (Level 2) PSQ Holdings, Inc. (d/b/a PublicSquare) Warrants (Level 1)
AltC Sponsor LLC	Share units	Common shares, Class A Common shares, Class B

Type/Industry/Portfolio Company/Investment	Principal/ Quantity		Interest, Fees, or Dividends Credited in Income		Fair Value at December 31, 2023		Sales		Realized Gains		Unrealized Gains/(Losses)			Fair Value at March 31, 2024		Percentage of Net Assets
*CONTROLLED INVESTMENTS⁽²⁾**
Options
Special Purpose Acquisition Company
Colombier Sponsor II LLC**–Class W Units		1,600,000	$	—	$	498,305	$	—	$	—	$	—		$	498,305		0.27	%
Total Options				—		498,305		—		—		—			498,305		0.27	%
Preferred Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A		14,300,000		—		382,381		—		—		(6,500	)		375,881		0.21	%
Total Preferred Stock				—		382,381		—		—		(6,500	)		375,881		0.21	%
Common Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares		100,000		—		—		—		—		—			—		—	%
Mobile Finance Technology
Architect Capital PayJoy SPV, LLC–Membership Interest in Lending SPV*	$	10,000,000		435,000		10,000,000		—		—		—			10,000,000		5.50	%
Special Purpose Acquisition Company
Colombier Sponsor II LLC**–Class B Units		1,040,000		—		1,101,695		—		—		—			1,101,695		0.61	%
Total Common Stock				435,000		11,101,695		—		—		—			11,101,695		6.11	%
*TOTAL CONTROLLED INVESTMENTS⁽²⁾**			$	435,000	$	11,982,381	$	—	$	—	$	(6,500	)	$	11,975,881		6.59	%
*NON-CONTROLLED/AFFILIATE INVESTMENTS⁽¹⁾**
Debt Investments
Global Innovation Platform
OneValley, Inc. (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8%, Due 8/23/2024⁽⁴⁾	$	1,010,198	$	—	$	1,267,395	$	—	$	—	$	10,910		$	1,278,305		0.70	%
Total Debt Investments				—		1,267,395		—		—		10,910			1,278,305		0.70	%

*	All portfolio investments are non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their IPO. Preferred dividends are generally only payable when declared and paid by the portfolio company’s board of directors. The Company’s directors, officers, employees and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted. All of the Company’s portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to “Note 2—Significant Accounting Policies—Investments at Fair Value”).

**	Indicates assets that SuRo Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act. Of the Company’s total investments as of March 31, 2024, 15.66% of its total investments are non-qualifying assets.

***	Investment is income-producing.

SEC Form 10-Q filed by SuRo Capital Corp.

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Type/Industry/Portfolio Company/Investment	Principal/ Quantity		Interest, Fees, or Dividends Credited in Income		Fair Value at December 31, 2022		Transfer In/ (Out)			Purchases, Capitalized Fees, Interest and Amortization		Sales		Realized Gains/(Losses)		Unrealized Gains/(Losses)			Fair Value at December 31, 2023		Percentage of Net Assets
*CONTROLLED INVESTMENTS⁽²⁾**
Options
Special Purpose Acquisition Company
Colombier Sponsor II LLC**–Class W Units		1,600,000	$	—	$	—	$	—		$	760,651	$	—	$	—	$	(262,347	)	$	498,305		0.25	%
Colombier Sponsor LLC**⁽⁶⁾–Class W Units		—		—		1,157,487		(1,159,150	)		—		—		—		1,663			—		—	%
Total Options				—		1,157,487		(1,159,150	)		760,651		—		—		(260,684	)		498,304		0.25	%
Preferred Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A		14,300,000		500,000		984,028		—			—		—		—		(601,647	)		382,381		0.19	%
Total Preferred Stock				500,000		984,028		—			—		—		—		(601,647	)		382,381		0.19	%
Common Stock
Clean Technology
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares		100,000		—		—		—			—		—		—		—			—		—	%
Mobile Finance Technology
Architect Capital PayJoy SPV, LLC–Membership Interest in Lending SPV*	$	10,000,000		1,331,258		10,000,000		—			—		—		—		—			10,000,000		4.92	%
Special Purpose Acquisition Company
Colombier Sponsor II LLC**–Class B Units		1,040,000		—		—		—			842,289		—		—		259,406			1,101,695		0.54	%

Colombier Sponsor LLC**⁽⁶⁾–Class B Units		—		—		1,554,355		(1,556,587	)		—		—		—		2,232			—		—	%
Total Common Stock				1,331,258		11,554,355		(1,556,587	)		842,289		—		—		261,638			11,101,695		5.46	%
*TOTAL CONTROLLED INVESTMENTS⁽²⁾**			$	1,831,258	$	13,695,870	$	(2,715,737	)	$	1,602,940	$	—	$	—	$	(600,693	)	$	11,982,380		5.89	%
*NON-CONTROLLED/AFFILIATE INVESTMENTS⁽¹⁾**
Debt Investments
Global Innovation Platform
OneValley, Inc. (f/k/a NestGSV, Inc.) –Convertible Promissory Note 8%, Due 8/23/2024⁽³⁾	$	1,010,198	$	—	$	1,988,200	$	—		$	—	$	—	$	—	$	(720,805	)	$	1,267,395		0.62	%
Total Debt Investments				—		1,988,200		—			—		—		—		(720,805	)		1,267,395		0.62	%

(1)	“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of SuRo Capital Corp. if SuRo Capital Corp. beneficially owns, directly or indirectly, between 5% and 25% of the voting securities (i.e., securities with the right to elect directors) of such company.

(2)	“Control Investments” are investments in those companies that are “Controlled Companies” of SuRo Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company beneficially owns, directly or indirectly, more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.

(3)	As of December 31, 2023, the investments noted had been placed on non-accrual status.

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

(5)	On August 23, 2019, SuRo Capital Corp. amended the structure of its investment in OneValley, Inc. (f/k/a NestGSV, Inc.). As part of the agreement, SuRo Capital Corp.’s equity holdings (warrants notwithstanding) were restructured into a derivative security. OneValley, Inc. (f/k/a NestGSV, Inc.) has the right to call the position at any time over a five year period, ending August 23, 2024, while SuRo Capital Corp. can put the shares to OneValley, Inc. (f/k/a NestGSV, Inc.) at the end of the five year period.

(6)	On July 19, 2023, Colombier Acquisition Corp. (“Colombier”) stockholders approved a business combination with PSQ Holdings, Inc. (d/b/a PublicSquare) and related proposals at a special meeting. Also on July 19, 2023, PSQ Holdings, Inc. announced that it had consummated the business combination with Colombier pursuant to a merger agreement between the parties, creating the resultant combined company PSQ Holdings, Inc. (d/b/a PublicSquare). SuRo Capital Corp.’s shares of PSQ Holdings, Inc. (d/b/a PublicSquare) Class A Common shares are subject to certain restrictions on transfer, while the Company’s PSQ Holdings, Inc. warrants are freely tradable.

(7)	On March 1, 2023, Ozy Media, Inc. suspended operations. On May 4, 2023, SuRo Capital Corp. abandoned its investment in Ozy Media, Inc.

(1)	Based on weighted-average number of shares outstanding for the relevant period.
(2)	Total return based on market value is based upon the change in market price per share between the opening and ending market values per share in the period, adjusted for dividends and equity issuances. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in the period, adjusted for dividends and equity issuances.
(3)	Financial highlights for periods of less than one year are annualized and the ratios of operating expenses to average net assets and net investment loss to average net assets are adjusted accordingly. Because the ratios are calculated for the Company’s common stock taken as a whole, an individual investor’s ratios may vary from these ratios.

	Number of Restricted Shares
Outstanding as of December 31, 2023		624,963
Granted		—
Vested⁽¹⁾		(141,570	)
Forfeited		—
Outstanding as of March 31, 2024		483,393
Vested as of March 31, 2024		655,142

Portfolio Company	Investment	Transaction Date	Amount
Canva, Inc.	Common shares	4/17/2024	$	9,999,948
CW Opportunity 2 LP	Class A Interest	5/7/2024		15,000,000
Total			$	24,999,948

	●	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.

	●	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.

Portfolio Company	Transaction Date	Quantity		Average Net Share Price⁽¹⁾		Net Proceeds		Realized Gain/ (Loss)⁽²⁾
Nextdoor Holdings, Inc.⁽³⁾	Various		112,420	$	1.92	$	215,318	$	(411,151	)
PSQ Holdings, Inc. (d/b/a PublicSquare) - Warrants ⁽⁴⁾	Various		100,000		1.03		102,998		60,067
Total						$	318,316	$	(351,084	)

(1)	The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
(2)	Realized gain/(loss) does not include adjustments to amounts held in escrow receivable.
(3)	As of February 23, 2024, we had sold our remaining Nextdoor Holdings, Inc. public common shares.
(4)	As of March 31, 2024, we held 2,296,037 remaining PSQ Holdings, Inc. (d/b/a PublicSquare) warrants.

Portfolio Company	Transaction Date	Shares		Average Net Share Price ⁽¹⁾		Net Proceeds		Realized Gain/ (Loss)⁽²⁾
Rent the Runway, Inc.⁽³⁾	1/4/2023		79,191	$	3.05	$	241,456	$	(961,837	)
Kahoot! ASA⁽⁴⁾	Various		38,305		1.97		75,601		(100,466	)
NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate Corp.)⁽⁵⁾	Various		123,938		18.50		2,293,102		(186,748	)
Residential Homes for Rent, LLC (d/b/a Second Avenue)⁽⁶⁾	Various		N/A		N/A		250,000		—
True Global Ventures 4 Plus Pte Ltd⁽⁷⁾	3/31/2023		N/A		N/A		1,330,000		1,330,000
Total						$	4,190,159	$	80,949