UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-07528

Special Opportunities Fund, Inc.
(Exact name of registrant as specified in charter)

615 East Michigan Street

Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

Andrew Dakos

Bulldog Investors, LLP

Park 80 West

250 Pehle Avenue, Suite 708

Saddle Brook, NJ 07663
(Name and address of agent for service)

Copy to:

Thomas R. Westle, Esq

Blank Rome LLP

1271 Avenue of the Americas

New York, NY 10020

1-877-607-0414

Registrant's telephone number, including area code

Date of fiscal year end: 12/31/2024

Date of reporting period: 6/30/2025

Item 1. Reports to Stockholders.

(a)

Special Opportunities Fund, Inc.

(SPE)

Semi-Annual Report

For the six months ended

June 30, 2025

Special Opportunities Fund, Inc.

Managed Distribution Plan (unaudited)

On March 4, 2019, the Special Opportunities Fund (the “Fund”) received authorization from the SEC that permits the Fund to distribute long-term capital gains to stockholders more than once per year. Accordingly, on April 1, 2019, the Fund announced its Board of Directors formally approved the implementation of a Managed Distribution Plan (“MDP”) to make monthly cash distributions to stockholders.

In the six months ended June 30, 2025, the Fund made monthly distributions to common stockholders at an annual rate of 8%, based on the NAV of the Fund’s common shares as of the close of business on the last business day of the previous year. You should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms of the MDP. The MDP will be subject to regular periodic review by the Fund’s Board of Directors.

With each distribution, the Fund will issue a notice to stockholders which will provide detailed information regarding the amount and composition of the distribution and other information required by the Fund’s exemptive order. The Fund’s Board of Directors may amend or terminate the MDP at any time without prior notice to stockholders; however, at this time, there are no reasonably foreseeable circumstances that might cause the termination of the MDP. For tax reporting purposes the actual composition of the total amount of distributions for each year will continue to be provided on a Form 1099-DIV issued after the end of the year.

The conversion price for each share of the Fund’s convertible preferred stock will decrease by the amount of each distribution to common stockholders. The current conversion price, as well as other information about the Fund, is available on the Fund’s website at www.specialopportunitiesfundinc.com.

Special Opportunities Fund, Inc.

August 26, 2025

Dear Fellow Shareholder:

The Fund continued to perform well in the first half of 2025 compared to the S&P 500 Index which increased by 6.20%. After accounting for distributions, the net asset value per common share (NAV) closed at $17.02, an increase of 7.51%. Because the discount shrunk from 11.17% on December 31, 2024 to 9.00% on June 30, 2025, the market price of the shares increased by 10.62% (closing at $15.49) over the same time span.

The Fund has an accretive share repurchase program. Since late April 2023, the Fund has repurchased 834,810 of its common shares at double-digit discounts to NAV and 99,179 shares of Series C Convertible Preferred Stock below book value. Details about share repurchases are posted monthly on the Fund’s website. In addition, the Fund has a managed distribution plan whereby monthly distributions are paid to common shareholders at an annual rate of at least 8% of the NAV as of the last trading day of the prior year. The minimum monthly distribution for 2025 is $0.1098.

As a reminder, the Fund’s Series C Convertible Preferred Stock, maturing in January 2027, has a liquidation preference of $25 per share and is convertible into common stock, initially at a price of $20.50 per share (or a ratio of 1.2195 shares of common stock for each share of Series C stock), and adjusted for distributions paid to common stockholders. Please refer to the prospectus, which is available on both the Fund’s and the SEC’s websites, for full details regarding the Series C stock. The current conversion ratio and diluted NAV of the Fund’s common shares (assuming all Series C shares are converted to common shares) are posted weekly on the Fund’s website.

Investment Update and Commentary

While the S&P 500 Index has continued to perform well, the Fund does not have much exposure to the sort of companies that make up the Index and the Fund’s portfolio tends to be less volatile than the Index. Therefore, we are pleased to have been able to keep pace with the Index in a rising market. In part, that is due to some successful activist campaigns conducted by Bulldog Investors, the Fund’s investment advisor, and other like-minded activist investors.

The IPO market for special purpose acquisition companies (SPACs), which offer an alternative for operating companies to go public, accelerated in the first half of 2025 driven by a sluggish appetite for traditional IPOs and the need for private equity funds that have reached their windup phase to achieve liquidity for their investors. The percentage of the Fund’s investable assets in SPACs was relatively flat, standing at 20.4% on June 30, 2025 vs. 20.9% at the end of 2024. Opportunities to acquire deeply discounted closed-end funds (CEFs) have been limited so we have been selective about which ones we think are good investments. On the other hand, the shares of more business development companies (BDCs) have been trading at

Special Opportunities Fund, Inc.

sizeable discounts from their NAVs, apparently as a result of, among other things, interest rate compression, tariff uncertainty, and competition from new players in the private loan business. BDCs are primarily owned by income-oriented investors and a dividend cut often leads to a sudden disproportionate decline in their stock price. With the large disparity between the stock price and NAV of a number of BDCs, we anticipate more accretive share repurchases and tender offers, and more activism and other corporate activity that should provide enhanced returns for value-oriented investors like us.

As you know, the Fund’s investment advisor often employs activist measures to enhance the value of our investments. In a famous case, a court said that the shareholder franchise is the “ideological underpinning upon which the legitimacy of directorial power rests.” Therefore, it is irritating to see some CEF fund sponsors attempting to impede the voting rights of shareholders.

In one instance, the Investment Company Institute, a trade organization of mutual fund managers, is advocating for SEC approval of a proposal to eliminate annual meetings for CEFs. Without annual meetings, shareholders would have virtually no way to hold management accountable for poor performance, excessive fees, excessive discounts, or self-dealing. Many CEF investors have submitted comments opposing this shareholder disenfranchisement proposal. They are available at SEC.gov | Comments on File No. SR-NYSE-2025-20. We urge shareholders that have not done so to use the link provided therein to submit their own comments.

In another move, a group of CEFs, with support from the SEC, has persuaded the Supreme Court to review a decision that a control share provision that effectively prevents any shareholder from voting more than 10% of a fund’s outstanding shares violates the “one share, one vote” requirement set forth in the Investment Company Act of 1940. The only issue appears to be whether the shareholder that sued lacks standing. The briefs are available at Search – Supreme Court of the United States. If the Court rules that the shareholder does not have standing, it is unclear how that will affect CEFs that have adopted, or may adopt, control share provisions, a matter to which the SEC, the agency that is supposed to protect investors, has turned a blind eye.

The Fund owns some term trusts or quasi-term trusts i.e., CEFs that will either dissolve or provide a liquidity event at a future point in time if certain specified conditions are not met. The obvious attraction of these funds is that any current discount will eventually be reduced or eliminated. For example, as part of a settlement reached in 2023 with MFS High Yield Municipal Trust (CMU) and MFS Investment Grade Municipal Trust (CXH), each fund committed to provide a liquidity event, unless the discount fell to no more than 7.5% by mid-2025. In July, the termination date of the settlement agreement was extended to the end of 2025. No guarantees but with the clock ticking and a high percentage of the outstanding shares of each fund held by value-oriented shareholders, we think management is likely to announce a plan to eliminate the discounts before the 2026 annual meeting.

Special Opportunities Fund, Inc.

In June 2024, the Fund successfully solicited proxies to elect three directors, including myself, to the board of BNY Mellon Municipal Income (DMF). In addition, shareholders overwhelmingly approved our non-binding proposal to allow them to monetize their shares at a price at or close to NAV. In June 2025, DMF merged into an open-end fund, effectively eliminating the discount on our shares, which were trading at a double-digit discount before we launched our proxy contest. We then redeemed our shares at NAV.

Prior to the war in Ukraine, more than 50% of the assets of The Central and Eastern Europe Fund (CEE) consisted of Russian securities. In light of measures adopted by the Russian Central Bank and Government, as well as sanctions implemented by the United States and other countries, on March 14, 2022, CEE determined to value almost all the Fund’s Russian holdings at zero. With CEE shares trading at a nominal double-digit discount from its revised “zero Russia” NAV, we eventually began to purchase shares. In the spring of 2025, we exited our entire position at a double-digit premium to NAV as investors became optimistic about an imminent end to the war.

As noted, there are a number of attractively priced income oriented BDCs and they have generally performed well. One of our largest long-term holdings is CION Investment Corp. (CION). CION’s trading discount has narrowed from more than 30%, but is still high at 26% recently. CION’s market yield is about 13% per annum and it has adopted an accretive share repurchase program, making it an attractive “hold.” Logan Ridge Finance Corporation (LRFC), a BDC that the Fund had owned for more than a year, finally merged into Portman Ridge Finance Corporation (PTMN), another holding of ours. However, before agreeing to vote for the merger, we, along with some other large shareholders of LRFC, negotiated for significant deal enhancements. See Portman Ridge Finance Corporation Closes Merger with Logan Ridge Finance Corporation | BCP Investment Corporation for the details. We believe PTMN shareholders will benefit from its larger scale and the deal enhancements, especially a commitment by PTMN and its affiliates to purchase up to 20% of its outstanding common stock if its shares trade below 80% NAV.

Our largest investment in an operating company, Texas Pacific Land (TPL), is a profitable asset-rich company that owns land in West Texas, primarily in the Permian Basin and whose earnings have historically consisted primarily of royalties from oil and gas producers. Recently, TPL’s shares have had their ups – in large part, due to the prospect of housing massive electricity gobbling AI data centers – and more recently, downs, after DeepSeek, a Chinese startup, announced a low cost AI model. Despite the volatility, we think TPL shares are worth substantially more than their current market price of about $900.

The Fund also owns shares in another real estate company, Tejon Ranch Co. (TRC), whose principal asset is a 270,000-acre ranch about 60 miles north of Los Angeles, California and 25 miles south of Bakersfield. TRC generates substantial (and growing) income from its Commerce Center, a fully operational commercial and industrial real estate development located around Interstate 5, the main

Special Opportunities Fund, Inc.

north/south highway on the west coast. TRC also has three master planned communities in various stages of entitlement, none of which has been developed. Due to the capital-intensive nature of these “MPC” assets, and an absence of current revenue or operating income from them, we believe Tejon’s shares have been significantly undervalued by the stock market for many years.

With an eye towards accelerating the enhancement of shareholder value, Bulldog Investors launched a proxy contest for board seats at Tejon’s annual meeting on May 19, 2025, resulting in Andy Dakos, a partner in Bulldog Investors, being elected as a director. Over the past year, Tejon has seen significant changes including a refreshed board of directors and new Chief Executive Officer, Matt Walker, who is focused on streamlining operations, increasing earnings and cash flow, and unlocking the value of its assets. Tejon Ranch Co. is an important core holding for the Fund and while there is a lot of work to do, and especially with Andy on the board, we are cautiously optimistic about the future of this investment.

As we anticipated, activist pressure has finally arrived at Cannae Holdings (CNNE), a holding company, somewhat akin to a CEF, whose shares we have owned for a while. CNNE shares currently trade at a discount of more than 30% below its “sum of the parts,” which is published monthly at Sum of the Parts | Cannae Holdings, Inc. In our last letter, we noted that we had submitted a shareholder proposal on behalf of the Fund to have CNNE hire an investment banker to study options to maximize the value of its shares. Our proposal is available at specialcannae2325-14a8inc.pdf. More significantly, a large shareholder has announced plans to solicit proxies at the next annual meeting to elect its nominees as directors. In light of management’s poor performance and misguided attempts to placate frustrated shareholders, we cannot envision why any public shareholder would not vote for changes at the top.

Lastly, we continue to look for discounted CEFs in other countries that are likely to open-end or otherwise provide an opportunity for liquidity at or close to NAV.

As always, we remind you that instruction forms for voting proxies for certain CEFs held by the Fund are available at http://www.specialopportunitiesfundinc.com/proxy_voting.html. To be notified directly of such instances, please email us at proxyinstructions@bulldoginvestors.com.

Sincerely yours,

Phillip Goldstein

Chairman

The Fund’s management believes any forward-looking statements in this report are reasonable although all forward-looking statements are inherently uncertain.

Special Opportunities Fund, Inc.

Growth of $10,000 Investment

Performance at a glance (unaudited)

Average annual total returns for common stock for the periods ended 6/30/2025

Net asset value returns	1 year	5 years	10 years
Special Opportunities Fund, Inc.	18.08%	15.01%	8.62%

Market price returns
Special Opportunities Fund, Inc.	28.82%	17.49%	10.13%

Index returns
S&P 500^® Index	15.16%	16.64%	13.65%

Share price as of 6/30/2025
Net asset value			$17.02
Market price			$15.49

Past performance does not predict future performance. The return and value of an investment will fluctuate so that an investor’s share, when sold, may be worth more or less than their original cost. The Fund’s common stock net asset value (“NAV”) return assumes, for illustration only, that dividends and other distributions, if any, were reinvested at the NAV on the ex-dividend date. The Fund’s common stock market price returns assume that all dividends and other distributions, if any, were reinvested at the lower of the NAV or the closing market price on the ex-dividend date. NAV and market price returns for the period of less than one year have not been annualized. Returns do not reflect the deduction of taxes that a shareholder could pay on Fund dividends and other distributions, if any, or the sale of Fund shares.

The S&P 500^® Index is a capital weighted, unmanaged index that represents the aggregate market value of the common equity of 500 stocks primarily traded on the New York Stock Exchange. You cannot invest directly in an index.

Special Opportunities Fund, Inc.

Portfolio composition as of 6/30/2025 (Unaudited)

	Value		Percent
Closed End Funds	$	118,916,587		50.22	%
Special Purpose Acquisition Vehicles (SPACs)		48,265,407		20.38	%
Common Stocks		26,580,699		11.22	%
Business Development Companies		20,424,884		8.63	%
Trusts		2,797,414		1.18	%
Real Estate Investment Trusts—Preferred		764,945		0.32	%
Warrants		583,456		0.25	%
Real Estate Investment Trusts—Common		468,341		0.20	%
Rights		217,250		0.09	%
Open-End Funds		699		0.00	%
Other Notes		—		0.00	%
Short-Term Investments		17,780,561		7.51	%
Total Investments	$	236,800,243		100.00	%

The following table represents the Fund’s investments categorized by country as of June 30, 2025:

	% of Total
Country	Investments
United States		97.14	%
Guernsey		0.90	%
Great Britain		0.88	%
Australia		0.66	%
Hong Kong		0.43	%
		100.00	%

Special Opportunities Fund, Inc.

Portfolio of investments—June 30, 2025 (unaudited)

	Shares		Value
CLOSED-END FUNDS—65.8%
AllianceBernstein National Municipal Income Fund, Inc.		601,501	$	6,201,475
Bancroft Fund Ltd.		25,629		484,388
Bexil Investment Trust		350,673		4,703,226
BlackRock Innovation and Growth Term Trust		305,194		2,240,124
BNY Mellon Municipal Bond Infrastructure Fund, Inc.		71,032		725,947
BNY Mellon Strategic Municipal Bond Fund, Inc.		1,263,605		7,076,188
BNY Mellon Strategic Municipals, Inc.		224,070		1,326,494
Central Securities Corp.		219,394		10,500,197
Clough Global Opportunities Fund		127,291		691,190
Destra Multi-Alternative Fund		223,582		1,956,343
Eaton Vance New York Municipal Bond Fund		307,505		2,856,722
Ellsworth Growth and Income Fund Ltd.		114,965		1,178,391
Gabelli Dividend & Income Trust		133,595		3,474,806
GDL Fund		171,677		1,432,387
General American Investors Co., Inc.		324,541		18,187,278
Highland Opportunities and Income Fund		7,260		57,256
Japan Smaller Capitalization Fund, Inc.		43,871		422,916
Mexico Equity & Income Fund, Inc.		100,100		1,048,047
MFS High Income Municipal Trust		233,756		836,847
MFS High Yield Municipal Trust		764,782		2,546,724
MFS Investment Grade Municipal Trust		245,919		1,878,821
Morgan Stanley India Investment Fund, Inc.		243,221		6,866,129
Neuberger Berman Next Generation Connectivity Fund, Inc.		636,454		9,292,228
New Germany Fund, Inc.		385,918		4,607,861
Pershing Square Holdings Ltd. Fund		40,000		2,135,878
Pioneer Municipal High Income Advantage Fund, Inc.		65,545		544,024
Pioneer Municipal High Income Fund Trust		38,422		351,946
Pioneer Municipal High Income Opportunities Fund, Inc.		286		3,375
Platinum Asia Investments Ltd.		2,220,947		1,556,728
Principal Real Estate Income Fund		138,384		1,455,800
SRH Total Return Fund, Inc.		1,116,522		19,740,109
Tortoise Energy Infrastructure Corp.		20,600		904,134
Total Return Securities Fund		106,806		677,150
Virtus Total Return Fund, Inc.		135,422		843,679
Voya Emerging Markets High Dividend Equity Fund		18,818		111,779
TOTAL CLOSED-END FUNDS (Cost $92,857,385)				118,916,587

The accompanying notes are an integral part of these financial statements.

Special Opportunities Fund, Inc.

Portfolio of investments—June 30, 2025 (unaudited)

	Shares		Value
SPECIAL PURPOSE ACQUISITION COMPANIES (SPACS)—26.7%
Aldel Financial II, Inc. (a)		38,904	$	408,103
Andretti Acquisition Corp. II—Class A (a)		105,200		1,091,976
Ares Acquisition Corp. II (a)		185,677		2,103,720
Bold Eagle Acquisition Corp.—Class A (a)		100,000		1,047,000
Centurion Acquisition Corp. (a)		156,250		1,643,750
Copley Acquisition Corp.—Class A (a)		100,000		1,007,000
Crane Harbor Acquisition Corp.—Class A (a)		100,000		1,007,000
Drugs Made In America Acquisition Corp. (a)		72,964		744,233
DT Cloud Star Acquisition Corp. (a)		130,956		1,359,323
Dynamix Corp. (a)		105,820		1,079,364
EQV Ventures Acquisition Corp.—Class A (a)		152,200		1,599,622
Fact II Acquisition Corp. (a)		194,000		1,998,200
GigCapital7 Corp.—Class A (a)		192,000		1,992,960
Graf Global Corp.—Class A (a)		184,789		1,932,893
Jackson Acquisition Co. II—Class A (a)		204,800		2,109,440
Launch One Acquisition Corp. (a)		281,100		2,927,657
Launch Two Acquisition Corp.—Class A (a)		167,659		1,747,007
Lightwave Acquisition Corp. (a)		45,189		454,601
Lionheart Holdings—Class A (a)		323,525		3,397,013
M3-Brigade Acquisition V Corp.—Class A (a)		137,480		1,552,149
Nabors Energy Transition Corp. II (a)		21,561		239,327
NewHold Investment Corp. III—Class A (a)		100,000		1,017,000
Oaktree Acquisition Corp. III Life Sciences (a)		12,500		130,625
Pelican Acquisition Corp. (a)		100,000		1,003,000
Range Capital Acquisition Corp. (a)		175,000		1,785,000
Roman DBDR Acquisition Corp. II (a)		370,000		3,814,700
Silverbox Corp. IV—Class A (a)		55,093		603,819
SIM Acquisition Corp. I—Class A (a)		250,000		2,605,525
Soulpower Acquisition Corp.—Class A (a)		150,000		1,506,000
Tavia Acquisition Corp. (a)		200,000		2,050,000
Titan Acquisition Corp. (a)		150,000		1,567,500
Wen Acquisition Corp. (a)		70,000		739,900
TOTAL SPECIAL PURPOSE ACQUISITION COMPANIES (SPACS) (Cost $46,080,551)				48,265,407

The accompanying notes are an integral part of these financial statements.

Special Opportunities Fund, Inc.

Portfolio of investments—June 30, 2025 (unaudited)

	Shares		Value
COMMON STOCKS—14.7%

Broadline Retail—0.3%
Macy’s, Inc.		50,000	$	583,000

Financial Services—4.4%
Cannae Holdings, Inc.		380,987		7,943,579

Food Products—0.2%
Limoneira Co.		20,000		313,000

Oil, Gas & Consumable Fuels—4.7%
Texas Pacific Land Corp.		8,000		8,451,120

Real Estate Management & Development—5.1%
Howard Hughes Holdings, Inc. (a)		12,000		810,000
Tejon Ranch Co. (a)		500,000		8,480,000
				9,290,000
TOTAL COMMON STOCKS (Cost $20,724,397)				26,580,699

BUSINESS DEVELOPMENT COMPANIES—11.3%
Barings BDC, Inc.		11,631		106,307
Blue Owl Technology Finance Corp.		26,627		406,062
CION Investment Corp.		909,621		8,705,073
Crescent Capital BDC, Inc.		99,489		1,402,795
Investcorp Credit Management BDC, Inc.		115,947		323,028
Logan Ridge Finance Corp.		81,161		1,541,247
OFS Capital Corp.		69,040		582,698
Portman Ridge Finance Corp.		82,217		1,029,357
Runway Growth Finance Corp.		453,850		4,869,810
SuRo Capital Corp. (a)		177,650		1,458,507
TOTAL BUSINESS DEVELOPMENT COMPANIES (Cost $22,286,788)				20,424,884

	Certificates
TRUSTS—1.5%
Copper Property CTL Pass Through Trust		225,780		2,797,414
TOTAL TRUSTS (Cost $2,493,016)				2,797,414

The accompanying notes are an integral part of these financial statements.

Special Opportunities Fund, Inc.

Portfolio of investments—June 30, 2025 (unaudited)

	Shares		Value
REAL ESTATE INVESTMENT TRUSTS—PREFERRED—0.4%

Diversified REITs—0.2%
NexPoint Diversified Real Estate Trust, Series A, 5.50%, Perpetual		22,324	$	306,064

Office REITs—0.0%(b)
Brookfield DTLA Fund Office Trust Investor, Inc., Series A, 7.63%, Perpetual		100,000		5,700

Retail REITs—0.2%
Cedar Realty Trust, Inc., Series C, 6.50%, Perpetual		30,610		453,181
TOTAL REAL ESTATE INVESTMENT TRUSTS—PREFERRED (Cost $3,608,559)				764,945

	Contracts
WARRANTS—0.3%
AA Mission Acquisition Corp.,
Expires 08/01/2030, Exercise Price $11.50 (a)		150,000		14,100
Aldel Financial II, Inc.,
Expires 10/10/2029, Exercise Price $11.50 (a)		19,452		10,115
Andretti Acquisition Corp. II,
Expires 10/24/2029, Exercise Price $11.50 (a)		52,600		10,520
Centurion Acquisition Corp.,
Expires 08/01/2029, Exercise Price $11.50 (a)		78,125		23,438
Churchill Capital Corp. IX,
Expires 06/11/2029, Exercise Price $11.50 (a)		1,008		958
Columbus Circle Capital Corp. I,
Expires 06/05/2030, Exercise Price $11.50 (a)		25,000		41,500
Copley Acquisition Corp.,
Expires 05/23/2030, Exercise Price $11.50 (a)		50,000		8,380
Corner Growth Acquisition Corp.,
Expires 12/31/2027, Exercise Price $11.50 (a)(c)		33,333		0
Corner Growth Acquisition Corp. 2,
Expires 06/17/2026, Exercise Price $11.50 (a)(c)		14,366		0
Dynamix Corp.,
Expires 12/06/2029, Exercise Price $11.50 (a)		52,910		20,619
EQV Ventures Acquisition Corp.,
Expires 07/01/2031, Exercise Price $11.50 (a)		50,733		37,238
Fact II Acquisition Corp.,
Expires 12/20/2029, Exercise Price $11.50 (a)		97,000		24,250
GigCapital7 Corp.,
Expires 09/11/2029, Exercise Price $11.50 (a)		192,000		28,819
Graf Global Corp.,
Expires 08/07/2029, Exercise Price $11.50 (a)		92,394		24,946

The accompanying notes are an integral part of these financial statements.

Special Opportunities Fund, Inc.

Portfolio of investments—June 30, 2025 (unaudited)

	Contracts		Value
WARRANTS—(continued)
HWH INTL INC WT EXP,
Expires 01/31/2027, Exercise Price $1.00 (a)(c)		23,750	$	0
iCoreConnect, Inc.,
Expires 05/15/2028, Exercise Price $230.00 (a)(c)		150,000		0
Lamington Road,
Expires 07/28/2025, Exercise Price $0.20 (a)(c)		640,000		0
Launch One Acquisition Corp.,
Expires 08/29/2029, Exercise Price $11.50 (a)		140,550		37,949
Launch Two Acquisition Corp.,
Expires 11/26/2029, Exercise Price $11.50 (a)		41,538		16,615
Lionheart Holdings,
Expires 08/09/2029, Exercise Price $11.50 (a)		161,762		53,381
M3-Brigade Acquisition V Corp.,
Expires 09/23/2030, Exercise Price $11.50 (a)		35,925		62,869
NewHold Investment Corp. III,
Expires 04/17/2030, Exercise Price $11.50 (a)		50,000		16,005
Oaktree Acquisition Corp. III Life Sciences,
Expires 12/13/2031, Exercise Price $11.50 (a)		2,500		2,187
Roman DBDR Acquisition Corp. II,
Expires 02/03/2030, Exercise Price $11.50 (a)		185,000		92,500
Silverbox Corp. IV,
Expires 09/24/2029, Exercise Price $11.50 (a)		8,322		8,322
SIM Acquisition Corp. I,
Expires 08/28/2029, Exercise Price $11.50 (a)		125,000		33,750
Voyager Acquisition Corp.,
Expires 05/16/2031, Exercise Price $11.50 (a)		50,000		14,995
ZyVersa Therapeutics, Inc.,
Expires 12/12/2027, Exercise Price $4,025.00 (a)(c)		65,250		0
TOTAL WARRANTS (Cost $305,446)				583,456

	Shares
REAL ESTATE INVESTMENT TRUSTS—COMMON—0.3%

Diversified REITs—0.3%
NexPoint Diversified Real Estate Trust		111,776		468,341
TOTAL REAL ESTATE INVESTMENT TRUSTS—COMMON (Cost $1,372,321)				468,341

The accompanying notes are an integral part of these financial statements.

Special Opportunities Fund, Inc.

Portfolio of investments—June 30, 2025 (unaudited)

	Shares		Value
RIGHTS—0.1%
Cayson Acquisition Corp., Expires 06/24/2026, Exercise Price $10.00 (a)		150,000	$	21,000
Drugs Made In America Acquisition Corp.,
Expires 10/15/2029, Exercise Price $10.00 (a)		72,964		8,771
DT Cloud Star Acquisition Corp., Expires 07/09/2029, Exercise Price $10.00 (a)		100,000		11,000
Eureka Acquisition Corp., Expires 01/03/2026, Exercise Price $10.00 (a)		1,000		220
Flag Ship Acquisition Corp., Expires 03/31/2026, Exercise Price $0.11 (a)		137,500		17,861
IB Acquisition Corp., Expires 09/28/2025, Exercise Price $10.00 (a)		214,860		8,852
Jackson Acquisition Co. II, Expires 02/27/2026, Exercise Price $10.00 (a)		129,800		35,046
Pelican Acquisition Corp., Expires 05/02/2030, Exercise Price $0.00 (a)		100,000		19,000
Range Capital Acquisition Corp., Expires 06/23/2026, Exercise Price $10.00 (a)		175,000		43,750
Soulpower Acquisition Corp., Expires 06/27/2026, Exercise Price $1.00 (a)		150,000		27,000
Tavia Acquisition Corp., Expires 11/26/2029, Exercise Price $10.00 (a)		150,000		24,750
TOTAL RIGHTS (Cost $210,907)				217,250

OPEN-END FUNDS—0.0%(b)
BNY Mellon AMT-Free Municipal Bond Fund—Class A (c)		54		699
TOTAL OPEN-END FUNDS (Cost $602)				699

	Par
OTHER NOTES—0.0%(b)
Legacy IMBDS, Inc., 8.50%, 09/30/2026 (c)(d)		23,458		0
TOTAL OTHER NOTES (Cost $586,450)				0

The accompanying notes are an integral part of these financial statements.

Special Opportunities Fund, Inc.

Portfolio of investments—June 30, 2025 (unaudited)

	Shares		Value
SHORT-TERM INVESTMENTS—9.8%
Money Market Funds—9.8%
Fidelity Institutional Government Portfolio—Institutional Class, 4.22%(e)		8,890,280	$	8,890,280
Invesco Treasury Portfolio—Institutional Class, 4.23%(e)		8,890,281		8,890,281
TOTAL SHORT-TERM INVESTMENTS (Cost $17,780,561)				17,780,561
TOTAL INVESTMENTS—130.9% (Cost $208,306,983)				236,800,243
Liabilities in Excess of Other Assets—(30.9)%				(55,947,303	)
TOTAL NET ASSETS—100.0%			$	180,852,940

Percentages are stated as a percent of net assets.

The Global Industry Classification Standard (“GICS^®”) was developed by and/or is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS^® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.

AMT—Alternative Minimum Tax

REIT—Real Estate Investment Trust

(a)	Non-income producing security.
(b)	Represents less than 0.05% of net assets.
(c)	Fair value determined using significant unobservable inputs in accordance with procedures established by the Board of Directors. These securities represented $699 or 0.0% of net assets as of June 30, 2025.
(d)	Issuer is currently in default.
(e)	The rate shown represents the 7-day annualized effective yield as of June 30, 2025.

The accompanying notes are an integral part of these financial statements.

Special Opportunities Fund, Inc.

(This Page Intentionally Left Blank.)

Special Opportunities Fund, Inc.

Statement of assets and liabilities—June 30, 2025 (unaudited)

Assets:
Investments, at value (Cost $208,306,983)	$	236,800,243
Receivables:
Investments sold		658,231
Dividends and interest		202,428
Other assets		25,309
Total assets		237,686,211

Liabilities:
Payables:
Investments purchased		548,482
Advisory		193,299
Administration		92,512
Directors		24,720
Audit		21,598
Accrued expenses and other liabilities		18,172
Transfer Agent		13,997
Legal		13,346
Reports and notices to shareholders		6,888
Custody		4,389
Chief Compliance Officer		1,359
Fund accounting		321
Total liabilities		939,083

Preferred Stock:
2.75% Convertible Preferred Stock—$0.001 par value, $25 liquidation value per share;
2,235,775 shares outstanding
Total preferred stock		55,894,375

Net assets applicable to common shareholders	$	180,852,753

Net assets applicable to common shareholders:
Common stock—$0.001 par value per common share; 199,995,800 shares authorized;
10,623,154 shares issued and outstanding, 15,178,673 shares held in treasury	$	397,810,024
Cost of shares held in treasury		(250,162,698	)
Total distributable earnings (deficit)		33,205,427
Net assets applicable to common shareholders	$	180,852,753
Net asset value per common share ($180,852,939 applicable to

SEC Form N-CSRS filed by Special Opportunities Fund Inc