UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM
(MarkOne)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FORTHE QUARTERLY PERIOD ENDED
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSIONFILE NUMBER:
(Exactname of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’stelephone number, including area code)
Securitiesregistered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Indicateby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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. ☒ NO ☐
Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). ☒ NO ☐
Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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 ☐ |
| Smaller reporting company | |
| Emerging growth company |
Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
Theissuer had shares of commonstock, $ par value per share,outstanding as of August 6, 2025.
SUROCAPITAL CORP.
TABLEOF CONTENTS
| i |
PARTI
Item1. Financial Statements
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
| June30, 2025 | December 31, 2024 | |||||||
| (UNAUDITED) | (AUDITED) | |||||||
| ASSETS | ||||||||
| Investments at fair value: | ||||||||
| Non-controlled/non-affiliate investments (cost of $ | $ | $ | ||||||
| Non-controlled/affiliate investments (cost of $ | ||||||||
| Controlled investments (cost of $ | ||||||||
| Total Investments (cost of $ | ||||||||
| Cash | ||||||||
| Restricted cash | ||||||||
| Escrow proceeds receivable | ||||||||
| Interest and dividends receivable | ||||||||
| Deferred financing costs | ||||||||
| Prepaid expenses and other assets(1) | ||||||||
| Total Assets | ||||||||
| LIABILITIES | ||||||||
| 6.00% Notes due December 30, 2026(2) | ||||||||
| 6.50% Convertible Notes due August 14, 2029(3) | ||||||||
| Accounts payable and accrued expenses(1) | ||||||||
| Dividends payable | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Notes 7 and 10) | ||||||||
| Net Assets | $ | $ | ||||||
| NET ASSETS | ||||||||
| Common stock, par value $ per share ( authorized; and issued and outstanding, respectively) | $ | $ | ||||||
| Paid-in capital in excess of par | ||||||||
| Accumulated net investment loss | ( | ) | ( | ) | ||||
| Accumulated net realized gain/(loss) on investments, net of distributions | ( | ) | ||||||
| Accumulated net unrealized appreciation/(depreciation) of investments | ( | ) | ||||||
| Net Assets | $ | $ | ||||||
| Net Asset Value Per Share | $ | $ | ||||||
Seeaccompanying notes to condensed consolidated financial statements.
| (1) | |
| (2) | |
| (3) |
| 1 |
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| INVESTMENT INCOME | ||||||||||||||||
| Non-controlled/non-affiliate investments: | ||||||||||||||||
| Interest income(1) | $ | $ | $ | $ | ||||||||||||
| Dividend income | ||||||||||||||||
| Controlled investments: | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest income from U.S. Treasury bills | ||||||||||||||||
| Total Investment Income | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Compensation expense | ||||||||||||||||
| Directors’ fees | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||
| Other expenses | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Net Investment Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Realized Gain/(Loss) on Investments: | ||||||||||||||||
| Non-controlled/non-affiliated investments | ( | ) | ( | ) | ||||||||||||
| Non-controlled/affiliate investments | ||||||||||||||||
| Controlled investments | ( | ) | ( | ) | ||||||||||||
| Net Realized Gain/(Loss) on Investments | ( | ) | ( | ) | ||||||||||||
| Realized loss on partial repurchase of | ( | ) | ||||||||||||||
| Change in Unrealized Appreciation/(Depreciation) of Investments: | ||||||||||||||||
| Non-controlled/non-affiliated investments | ( | ) | ( | ) | ||||||||||||
| Non-controlled/affiliate investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Controlled investments | ( | ) | ||||||||||||||
| Net Change in Unrealized Appreciation/(Depreciation) of Investments | ( | ) | ( | ) | ||||||||||||
| Net Change in Net Assets Resulting from Operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net Change in Net Assets Resulting from Operations per Common Share: | ||||||||||||||||
| Basic | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Diluted(2) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted-Average Common Shares Outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted(2) | ||||||||||||||||
Seeaccompanying notes to condensed consolidated financial statements.
| (1) | |
| (2) |
| 2 |
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
| 2025 | 2024 | |||||||
| Net Assets at Beginning of Year | $ | $ | ||||||
| Change in Net Assets Resulting from Operations | ||||||||
| Net investment loss | ( | ) | ( | ) | ||||
| Net realized loss on investments | ( | ) | ( | ) | ||||
| Realized loss on partial repurchase of 6.00% Notes due 2026 | ( | ) | ||||||
| Net change in unrealized appreciation/(depreciation) of investments | ( | ) | ||||||
| Net Change in Net Assets Resulting from Operations | ( | ) | ( | ) | ||||
| Change in Net Assets Resulting from Capital Transactions | ||||||||
| Stock-based compensation | ||||||||
| Net Change in Net Assets Resulting from Capital Transactions | ||||||||
| Total Change in Net Assets | ( | ) | ( | ) | ||||
| Net Assets at March 31 | $ | $ | ||||||
| Change in Net Assets Resulting from Operations | ||||||||
| Net investment loss | ( | ) | ( | ) | ||||
| Net realized gain/(loss) on investments | ( | ) | ||||||
| Net change in unrealized appreciation/(depreciation) of investments | ( | ) | ||||||
| Net Change in Net Assets Resulting from Operations | ( | ) | ||||||
| Change in Net Assets Resulting from Capital Transactions | ||||||||
| Stock-based compensation | ||||||||
| Repurchases of common stock | ( | ) | ||||||
| Net Change in Net Assets Resulting from Capital Transactions | ( | ) | ||||||
| Total Change in Net Assets | ( | ) | ||||||
| Net Assets at June 30 | $ | $ | ||||||
Six Months Ended June 30, | ||||||||
2025 | 2024 | |||||||
| Capital Share Activity | ||||||||
| Shares outstanding at beginning of year | ||||||||
| Issuance of common stock under restricted stock plan, net(1) | ( | ) | ||||||
| Shares repurchased | ( | ) | ||||||
| Shares Outstanding at End of Period | ||||||||
Seeaccompanying notes to condensed consolidated financial statements.
| (1) |
| 3 |
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net change in net assets resulting from operations | $ | $ | ( | ) | ||||
| Adjustments to reconcile net change in net assets resulting from operations to net cash provided by operating activities: | ||||||||
| Net realized (gain)/loss on investments | ( | ) | ||||||
| Net change in unrealized (appreciation)/depreciation of investments | ( | ) | ||||||
| Amortization of discount on | ||||||||
| Amortization of discount on | ||||||||
| Stock-based compensation | ||||||||
| Adjustments to escrow proceeds receivable | ( | ) | ( | ) | ||||
| Accrued interest on U.S. Treasury bills | ||||||||
| Purchases of investments in: | ||||||||
| Portfolio investments | ( | ) | ( | ) | ||||
| Proceeds from sales or maturity of investments in: | ||||||||
| Portfolio investments | ||||||||
| U.S. Treasury bills | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Escrow proceeds receivable | ||||||||
| Prepaid expenses and other assets | ||||||||
| Interest and dividends receivable | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Net Cash Provided by Operating Activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Gross proceeds from the issuance of | ||||||||
| Deferred debt issuance costs | ( | ) | ||||||
| Repurchases of | ( | ) | ||||||
| Realized loss on partial repurchase of | ||||||||
| Repurchases of common stock | ( | ) | ||||||
| Deferred financing costs | ( | ) | ||||||
| Cash dividends paid | ( | ) | ( | ) | ||||
| Net Cash Used in Financing Activities | ( | ) | ( | ) | ||||
| Total Increase in Cash Balance | ||||||||
| Cash and Restricted Cash Balance at Beginning of Year(1) | ||||||||
| Cash and Restricted Cash Balance at End of Period(1) | $ | $ | ||||||
| Supplemental Information: | 2025 | 2024 | ||||||
| Interest paid | $ | $ | ||||||
| Taxes paid | ( | ) | ||||||
| Right of use asset obtained in exchange for operating lease liabilities | ( | ) | ||||||
Seeaccompanying notes to condensed consolidated financial statements.
| (1) |
| 4 |
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
June30, 2025
| Portfolio Investments* | Headquarters/ Industry | Dateof Initial Investment | Shares/ Principal/ Quantity(3) | Cost | Fair Value | %of Net Assets | ||||||||||||||
| NON-CONTROLLED/NON-AFFILIATE | ||||||||||||||||||||
| CW Opportunity 2 LP**(7) | Evanston, IL | |||||||||||||||||||
| Class A Interest*** |
| $ | $ | $ | % | |||||||||||||||
| ARK Type One Deep Ventures Fund LLC**(8) | St. Petersburg, FL | |||||||||||||||||||
| Membership Interest, Class A | $ | % | ||||||||||||||||||
| Whoop, Inc. | Boston, MA | |||||||||||||||||||
| Preferred Shares, Series C | % | |||||||||||||||||||
| Simple Agreement for Future Equity | $ | % | ||||||||||||||||||
| Total | % | |||||||||||||||||||
| Learneo, Inc. (f/k/a Course Hero, Inc.) | Redwood City, CA | |||||||||||||||||||
| Preferred Shares, Series A 8% | % | |||||||||||||||||||
| Preferred Shares, Series C 8% | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Canva, Inc.** | Sydney, Australia | |||||||||||||||||||
| Common Shares | % | |||||||||||||||||||
| IH10, LLC**(9) | New York, NY | |||||||||||||||||||
| Membership Interest | $ | % | ||||||||||||||||||
| Locus Robotics Corp. | Wilmington, MA | |||||||||||||||||||
| Preferred Shares, Series F 6% | % | |||||||||||||||||||
| Blink Health, Inc. | New York, NY | |||||||||||||||||||
| Preferred Shares, Series A | % | |||||||||||||||||||
| Preferred Shares, Series C | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Supplying Demand, Inc. (d/b/a Liquid Death) | Los Angeles, CA | |||||||||||||||||||
| Preferred Shares, Series F-1 | % | |||||||||||||||||||
| FourKites, Inc. | Chicago, IL | |||||||||||||||||||
| Common Shares | % | |||||||||||||||||||
| Shogun Enterprises, Inc. (d/b/a Hearth) | Austin, TX | |||||||||||||||||||
| Preferred Shares, Series B-1 | % | |||||||||||||||||||
| Preferred Shares, Series B-2 | % | |||||||||||||||||||
| Preferred Shares, Series B-3 | % | |||||||||||||||||||
| Preferred Shares, Series B-4 | % | |||||||||||||||||||
| Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026 | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Plaid Inc.(11) | San Francisco, CA | |||||||||||||||||||
| Common Shares | % | |||||||||||||||||||
| Orchard Technologies, Inc. | New York, NY | |||||||||||||||||||
| Preferred Shares, Series D 8% | % | |||||||||||||||||||
| Senior Preferred Shares, Series 2 8% | % | |||||||||||||||||||
| Senior Preferred Shares, Series 1 7% | % | |||||||||||||||||||
| Common Shares | % | |||||||||||||||||||
| Simple Agreement for Future Equity | $ | % | ||||||||||||||||||
| Total | % | |||||||||||||||||||
| Neutron Holdings, Inc. (d/b/a/ Lime) | San Francisco, CA | |||||||||||||||||||
| Junior Preferred Shares, Series 1-D | % | |||||||||||||||||||
| Junior Preferred Convertible Note 4% Due 5/11/2027*** | $ | % | ||||||||||||||||||
| Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027 | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
Seeaccompanying notes to condensed consolidated financial statements.
| 5 |
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
June30, 2025
| Portfolio Investments* | Headquarters/ Industry | Date of Initial Investment | Shares/ Principal/ Quantity(3) | Cost | Fair Value | %of Net Assets | ||||||||||||||
| True Global Ventures 4 Plus Pte Ltd**(12) | Singapore, Singapore | |||||||||||||||||||
| Limited Partner Fund Investment | $ | % | ||||||||||||||||||
| PayJoy, Inc. | San Francisco, CA | |||||||||||||||||||
| Preferred Shares, Series C | % | |||||||||||||||||||
| Simple Agreement for Future Equity | $ | % | ||||||||||||||||||
| Total | % | |||||||||||||||||||
| Trax Ltd.** | Singapore, Singapore | |||||||||||||||||||
| Common Shares | % | |||||||||||||||||||
| Preferred Shares, Investec Series | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Varo Money, Inc.** | San Francisco, CA | |||||||||||||||||||
| Common Shares | % | |||||||||||||||||||
| Xgroup Holdings Limited (d/b/a Xpoint)(13) | Philadelphia, PA | |||||||||||||||||||
| Preferred Shares, Series A-1 | % | |||||||||||||||||||
| Series A-1 Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 | % | |||||||||||||||||||
| Series A Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Forge Global, Inc. | San Francisco, CA | |||||||||||||||||||
| Common Shares(5) | % | |||||||||||||||||||
| Commercial Streaming Solutions Inc. (d/b/a BettorView)(13)(14) | Las Vegas, NV | |||||||||||||||||||
| Preferred Shares, Series A-1 | % | |||||||||||||||||||
| Aventine Property Group, Inc. | Chicago, IL | |||||||||||||||||||
| Common Shares | % | |||||||||||||||||||
| Residential Homes for Rent, LLC (d/b/a Second Avenue)(15) | Chicago, IL | |||||||||||||||||||
| Preferred Shares, Series A | % | |||||||||||||||||||
| Stake Trade, Inc. (d/b/a Prophet Exchange)(13) | New York, NY | |||||||||||||||||||
| Simple Agreement for Future Equity | $ | % | ||||||||||||||||||
| Skillsoft Corp. | Nashua, NH | |||||||||||||||||||
| Common Shares(5) | % | |||||||||||||||||||
| EDGE Markets, Inc.(13) | San Diego, CA | |||||||||||||||||||
| Preferred Shares, Series Seed | % | |||||||||||||||||||
| PSQ Holdings, Inc. (d/b/a PublicSquare) | West Palm Beach, FL | |||||||||||||||||||
| Common Warrants, Strike Price $11.50, Expiration Date 7/19/2028(5) | % | |||||||||||||||||||
| Kinetiq Holdings, LLC | Philadelphia, PA | |||||||||||||||||||
| Common Shares, Class A | % | |||||||||||||||||||
| Rebric, Inc. (d/b/a Compliable)(13) | Denver, CO | |||||||||||||||||||
| Preferred Shares, Series Seed-4 | % | |||||||||||||||||||
Seeaccompanying notes to condensed consolidated financial statements.
| 6 |
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
June30, 2025
| Portfolio Investments* | Headquarters/ Industry | Date of Initial Investment | Shares/ Principal/ Quantity(3) | Cost | Fair Value | %of Net Assets | ||||||||||||||
| CTN Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.)(16) | Marina Del Rey, CA | |||||||||||||||||||
| Preferred Shares, Series A | % | |||||||||||||||||||
| Preferred Shares, Series C-3 | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Fullbridge, Inc. | Cambridge, MA | |||||||||||||||||||
| Common Shares | % | |||||||||||||||||||
| Promissory Note 1.47%, Due 11/9/2021(4)(17) | $ | % | ||||||||||||||||||
| Total | % | |||||||||||||||||||
| Treehouse Real Estate Investment Trust, Inc. | Chicago, IL | |||||||||||||||||||
| Common Shares*** | % | |||||||||||||||||||
| Total Non-Controlled/Non-Affiliate | $ | $ | % | |||||||||||||||||
| NON-CONTROLLED/AFFILIATE(1) | ||||||||||||||||||||
| StormWind, LLC(10) | Scottsdale, AZ | |||||||||||||||||||
| Preferred Shares, Series D 8% | $ | $ | % | |||||||||||||||||
| Preferred Shares, Series C 8% | % | |||||||||||||||||||
| Preferred Shares, Series B 8% | % | |||||||||||||||||||
| Preferred Shares, Series A 8% | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Maven Research, Inc. | San Francisco, CA | |||||||||||||||||||
| Preferred Shares, Series C | % | |||||||||||||||||||
| Preferred Shares, Series B | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Curious.com, Inc. | Menlo Park, CA | |||||||||||||||||||
| Common Shares | % | |||||||||||||||||||
| Total Non-Controlled/Affiliate | $ | $ | % | |||||||||||||||||
| CONTROLLED(2) | ||||||||||||||||||||
| Colombier Sponsor II LLC**(6) | Palm Beach, FL | |||||||||||||||||||
| Class B Units | $ | $ | % | |||||||||||||||||
| Class W Units | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Total Controlled | $ | $ | % | |||||||||||||||||
| Total Portfolio Investments | $ | $ | % | |||||||||||||||||
Seeaccompanying notes to condensed consolidated financial statements.
| 7 |
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
June30, 2025
| * | |
| ** | |
| *** | |
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) | |
| (7) | |
| (8) | |
| (9) | |
| (10) |
| 8 |
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) - continued
June30, 2025
| (11) | |
| (12) | |
| (13) | |
| (14) | |
| (15) | |
| (16) | |
| (17) |
| 9 |
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED SCHEDULE OF INVESTMENTS
December31, 2024
| Portfolio Investments* | Headquarters/ Industry | Date of Initial Investment | Shares/ Principal/ Quantity(5) | Cost | Fair Value | %of Net Assets | ||||||||||||||
| NON-CONTROLLED/NON-AFFILIATE | ||||||||||||||||||||
| CW Opportunity 2 LP**(8) | Evanston, IL | |||||||||||||||||||
| Membership Interest, Class A 10%*** | $ | $ | $ | % | ||||||||||||||||
| ARK Type One Deep Ventures Fund LLC**(9) | St. Petersburg, FL | |||||||||||||||||||
| Membership Interest, Class A | $ | % | ||||||||||||||||||
| Learneo, Inc. (f/k/a Course Hero, Inc.) | Redwood City, CA | |||||||||||||||||||
| Preferred shares, Series A 8% | % | |||||||||||||||||||
| Preferred shares, Series C 8% | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Blink Health, Inc. | New York, NY | |||||||||||||||||||
| Preferred shares, Series A | % | |||||||||||||||||||
| Preferred shares, Series C | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Whoop, Inc. | Boston, MA | |||||||||||||||||||
| Preferred shares, Series C | % | |||||||||||||||||||
| ServiceTitan, Inc.**(16) | Glendale, CA | |||||||||||||||||||
| Common shares(3) | % | |||||||||||||||||||
| IH10, LLC**(15) | New York, NY | |||||||||||||||||||
| Membership Interest | $ | % | ||||||||||||||||||
| Canva, Inc.** | Sydney, Australia | |||||||||||||||||||
| Common shares | % | |||||||||||||||||||
| FourKites, Inc. | Chicago, IL | |||||||||||||||||||
| Common shares | % | |||||||||||||||||||
| Locus Robotics Corp. | Wilmington, MA | |||||||||||||||||||
| Preferred shares, Series F 6% | % | |||||||||||||||||||
| CoreWeave, Inc. | Roseland, NJ | |||||||||||||||||||
| Common shares | % | |||||||||||||||||||
| Preferred shares, Series A | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Supplying Demand, Inc. (d/b/a Liquid Death) | Los Angeles, CA | |||||||||||||||||||
| Preferred shares, Series F-1 | % | |||||||||||||||||||
| Shogun Enterprises, Inc. (d/b/a Hearth) | Austin, TX | |||||||||||||||||||
| Preferred shares, Series B-1 | % | |||||||||||||||||||
| Preferred shares, Series B-2 | % | |||||||||||||||||||
| Preferred shares, Series B-3 | % | |||||||||||||||||||
| Preferred shares, Series B-4 | % | |||||||||||||||||||
| Common Warrants, Strike Price $0.01, Expiration Date 7/12/2026 | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Orchard Technologies, Inc. | New York, NY | |||||||||||||||||||
| Preferred shares, Series D 8% | % | |||||||||||||||||||
| Senior Preferred shares, Series 2 8% | % | |||||||||||||||||||
| Senior Preferred shares, Series 1 7% | % | |||||||||||||||||||
| Common shares | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Neutron Holdings, Inc. (d/b/a/ Lime) | San Francisco, CA | |||||||||||||||||||
| Junior Preferred shares, Series 1-D | % | |||||||||||||||||||
| Junior Preferred Convertible Note 4% Due 5/11/2027*** | $ | % | ||||||||||||||||||
| Common Warrants, Strike Price $0.01, Expiration Date 5/11/2027 | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
Seeaccompanying notes to condensed consolidated financial statements.
| 10 |
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED SCHEDULE OF INVESTMENTS - continued
December31, 2024
| Portfolio Investments* | Headquarters/ Industry | Date of Initial Investment | Shares/ Principal/ Quantity(5) | Cost | Fair Value | %of Net Assets | ||||||||||||||
| True Global Ventures 4 Plus Pte Ltd**(10) | Singapore, Singapore | |||||||||||||||||||
| Limited Partner Fund Investment | $ | % | ||||||||||||||||||
| PayJoy, Inc. | San Francisco, CA | |||||||||||||||||||
| Preferred shares, Series C | % | |||||||||||||||||||
| Simple Agreement for Future Equity | $ | % | ||||||||||||||||||
| Total | % | |||||||||||||||||||
| Trax Ltd.** | Singapore, Singapore | |||||||||||||||||||
| Common shares | % | |||||||||||||||||||
| Preferred shares, Investec Series | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Xgroup Holdings Limited (d/b/a Xpoint)(7)(12) | Philadelphia, PA | |||||||||||||||||||
| Preferred shares, Series A-1 | % | |||||||||||||||||||
| Series A-1 Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 | % | |||||||||||||||||||
| Series A Warrants, Strike Price $0.0001, Expiration Date 5/14/2044 | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| PSQ Holdings, Inc. (d/b/a PublicSquare) | West Palm Beach, FL | |||||||||||||||||||
| Common Warrants, Strike Price $11.50, Expiration Date 7/19/2028(3) | % | |||||||||||||||||||
| Residential Homes for Rent, LLC (d/b/a Second Avenue)(11) | Chicago, IL | |||||||||||||||||||
| Preferred shares, Series A | % | |||||||||||||||||||
| Varo Money, Inc.** | San Francisco, CA | |||||||||||||||||||
| Common shares | % | |||||||||||||||||||
| Skillsoft Corp. | Nashua, NH | |||||||||||||||||||
| Common shares(3) | % | |||||||||||||||||||
| Commercial Streaming Solutions Inc. (d/b/a BettorView)(7) | Las Vegas, NV | |||||||||||||||||||
| Simple Agreement for Future Equity | $ | % | ||||||||||||||||||
| Aventine Property Group, Inc. | Chicago, IL | |||||||||||||||||||
| Common shares*** | % | |||||||||||||||||||
| Forge Global, Inc. | San Francisco, CA | |||||||||||||||||||
| Common shares(3) | % | |||||||||||||||||||
| Stake Trade, Inc. (d/b/a Prophet Exchange)(7) | New York, NY | |||||||||||||||||||
| Simple Agreement for Future Equity | $ | % | ||||||||||||||||||
| EDGE Markets, Inc.(7) | San Diego, CA | |||||||||||||||||||
| Preferred shares, Series Seed | % | |||||||||||||||||||
| Rebric, Inc. (d/b/a Compliable)(7) | Denver, CO | |||||||||||||||||||
| Preferred shares, Series Seed-4 | % | |||||||||||||||||||
| Kinetiq Holdings, LLC | Philadelphia, PA | |||||||||||||||||||
| Common shares, Class A | % | |||||||||||||||||||
| CTN Holdings, Inc. (d/b/a Catona Climate, f/k/a Aspiration Partners, Inc.) | Marina Del Rey, CA | |||||||||||||||||||
| Preferred shares, Series A | % | |||||||||||||||||||
| Preferred shares, Series C-3 | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
Seeaccompanying notes to condensed consolidated financial statements.
| 11 |
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED SCHEDULE OF INVESTMENTS - continued
December31, 2024
| Portfolio Investments* | Headquarters/ Industry | Date of Initial Investment | Shares/ Principal/ Quantity(5) | Cost | Fair Value | %of Net Assets | ||||||||||||||
| Fullbridge, Inc. | Cambridge, MA | |||||||||||||||||||
| Common shares | % | |||||||||||||||||||
| Promissory Note 1.47%, Due 11/9/2021(4)(13) | $ | % | ||||||||||||||||||
| Total | % | |||||||||||||||||||
| Treehouse Real Estate Investment Trust, Inc. | Chicago, IL | |||||||||||||||||||
| Common shares*** | % | |||||||||||||||||||
| Total Non-controlled/Non-affiliate | $ | $ | % | |||||||||||||||||
| NON-CONTROLLED/AFFILIATE(1) | ||||||||||||||||||||
| StormWind, LLC(14) | Scottsdale, AZ | |||||||||||||||||||
| Preferred shares, Series D 8% | $ | $ | % | |||||||||||||||||
| Preferred shares, Series C 8% | % | |||||||||||||||||||
| Preferred shares, Series B 8% | % | |||||||||||||||||||
| Preferred shares, Series A 8% | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Maven Research, Inc. | San Francisco, CA | |||||||||||||||||||
| Preferred shares, Series C | % | |||||||||||||||||||
| Preferred shares, Series B | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Curious.com, Inc. | Menlo Park, CA | |||||||||||||||||||
| Common shares | % | |||||||||||||||||||
| Total Non-controlled/Affiliate | $ | $ | % | |||||||||||||||||
| CONTROLLED(2) | ||||||||||||||||||||
| Colombier Sponsor II LLC**(6) | Palm Beach, FL | |||||||||||||||||||
| Class B Units | $ | $ | % | |||||||||||||||||
| Class W Units | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| Total Controlled | $ | $ | % | |||||||||||||||||
| Total Portfolio Investments | $ | $ | % | |||||||||||||||||
Seeaccompanying notes to condensed consolidated financial statements.
| 12 |
SUROCAPITAL CORP. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED SCHEDULE OF INVESTMENTS - continued
December31, 2024
| * | |
| ** | |
| *** | |
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | |
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| 13 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
NOTE1—NATURE OF OPERATIONS
SuRoCapital Corp. (“we”, “us”, “our”, the “Company” or “SuRo Capital”), formerlyknown as Sutter Rock Capital Corp. and as GSV Capital Corp. and formed in September 2010 as a Maryland corporation, is an internallymanaged, non-diversified closed-end management investment company. The Company has elected to be regulated as a business developmentcompany (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to betreated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal RevenueCode of 1986, as amended (the “Code”).
TheCompany’s date of inception was January 6, 2011, which is the date it commenced development stage activities. The Company’scommon stock is currently listed on the Nasdaq Global Select Market under the symbol “SSSS” (formerly “GSVC”).Prior to November 24, 2021, the Company’s common stock traded on the Nasdaq Capital Market under the same symbol (“SSSS”).The Company began its investment operations during the second quarter of 2011.
Thetable below displays the Company’s subsidiaries as of June 30, 2025, which, other than GSV Capital Lending, LLC (“GCL”),SuRo Capital Sports, LLC, and 1789 Capital Nirvana II LP, are collectively referred to as the “Taxable Subsidiaries.” TheTaxable Subsidiaries were formed to hold certain portfolio investments. The Taxable Subsidiaries, including their associated portfolioinvestments, are consolidated with the Company for accounting purposes, but have elected to be treated as separate corporations for U.S.federal income tax purposes. GCL was formed to originate portfolio loan investments within the state of California and is consolidatedwith the Company for accounting purposes. Refer to “Note 2—Significant Accounting Policies—Basis of Consolidation”below for further detail.
| Subsidiary | Jurisdictionof Incorporation | Formation Date | Percentage Owned | |||||
| GCL | % | |||||||
| SuRo Capital Sports, LLC (“SuRo Capital Sports”) | % | |||||||
| 1789 Capital Nirvana II LP | % | |||||||
| Subsidiaries below are referred to collectively as the “Taxable Subsidiaries” | ||||||||
| GSVC AE Holdings, Inc. (“GAE”) | % | |||||||
| GSVC AV Holdings, Inc. (“GAV”) | % | |||||||
| GSVC SW Holdings, Inc. (“GSW”) | % | |||||||
| GSVC SVDS Holdings, Inc. (“SVDS”) | % | |||||||
TheCompany’s investment objective is to maximize its portfolio’s total return, principally by seeking capital gains on its equityand equity-related investments, and to a lesser extent, income from debt investments. The Company invests principally in the equity securitiesof what it believes to be rapidly growing venture capital-backed emerging companies. The Company may invest in these portfolio companiesthrough direct offerings of the prospective portfolio companies, transactions on secondary marketplaces for private companies, negotiationswith selling stockholders, investment funds, or through SPVs and other investment funds for the purpose of investing in securities ofa single private issuer. In addition, the Company may invest in private credit and in founders equity, founders warrants, and privateinvestment in public equity transactions of special purpose acquisition companies (“SPACs”). The Company may also investon an opportunistic basis in select publicly traded equity securities or certain non-U.S. companies that otherwise meet its investmentcriteria, subject to any applicable limitations under the 1940 Act.
| 14 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
NOTE2—SIGNIFICANT ACCOUNTING POLICIES
Basisof Presentation
Thecondensed consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S. generallyaccepted accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and Regulation S-Xunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is an investment company followingthe specialized accounting and reporting guidance specified in the Financial Accounting Standards Board’s (“FASB”)Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies. In the opinionof management, all adjustments, all of which were of a normal recurring nature, were considered necessary for the fair presentation ofcondensed consolidated financial statements for the period and have been included.
Basisof Consolidation
UnderArticle 6 of Regulation S-X and the American Institute of Certified Public Accountants’ (“AICPA”) Auditand Accounting Guide for Investment Companies, the Company is precluded from consolidating any entity other than another investmentcompany, a controlled operating company that provides substantially all of its services and benefits to the Company, and certainentities established for tax purposes where the Company holds a 100% interest. Accordingly, the Company’s CondensedConsolidated Financial Statements include its accounts and the accounts of the Taxable Subsidiaries, GCL, SuRo Capital Sports, and1789 Capital Nirvana II LP, its wholly owned subsidiaries. All intercompany balancesand transactions have been eliminated in consolidation. The Company operates as a single operating segment.
TheCompany also consolidates entities that meet the definition of a Variable Interest Entity (“VIE”) for which the Companyis the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that mostsignificantly impact the entity’s economic performance and who has an obligation to absorb losses or a right to receivebenefits from the entity. The Company determined that 1789 Capital Nirvana II LP is a VIE and the Company is the primarybeneficiary. As such, 1789 Capital Nirvana II LP is consolidated by the Company. The Company’s Condensed ConsolidatedFinancial Statements include the accounts of 1789 Capital Nirvana II LP, which was formed in 2025 as part of the Company’sinvestment in Plaid, Inc via its Sole Limited Partnership Interest in 1789 Capital Nirvana II LP.
| 15 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Segments
SuRoCapital has determined that it has a single operating segment in accordance with Topic 280, Segment Reporting (“ASC 280”).The Company operates as a single segment with a principal investment objective to maximize our portfolio’s total return, principallyby seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt investments. The Company’sChief Executive Officer, Chief Financial Officer, and Investment Committee collectively perform the function that allocates resourcesand assesses performance, and thus together, serve as the Company’s chief operating decision maker (the “CODM”). Amongother metrics, the CODM uses Net Change in Net Assets Resulting from Operations as a primary GAAP profit or loss metric used in makingoperating decisions, which can be found on the Consolidated Statement of Operations along with significant expenses. The measure of segmentassets is reported on the Consolidated Balance Sheets as total assets.
Useof Estimates
Thepreparation of Condensed Consolidated Financial Statements in accordance with GAAP requires the Company’s management to make anumber of significant estimates. These include estimates of the fair value of certain assets and liabilities and other estimates thataffect the reported amounts of certain assets and liabilities as of the date of the Condensed Consolidated Financial Statements and thereported amounts of certain revenues and expenses during the reporting period. It is likely that changes in these estimates may occurin the near term. The Company’s estimates are inherently subjective in nature and actual results could differ materially from suchestimates.
Uncertaintiesand Risk Factors
TheCompany is subject to a number of risks and uncertainties in the nature of its operations, as well as vulnerability due to certain concentrations.Refer to “Risk Factors” in Part II, Item 1A of this Form 10-Q for a detailed discussion of the risks and uncertainties inherentin the nature of the Company’s operations. Refer to “Note 4—Investments at Fair Value” for an overview of theCompany’s industry and geographic concentrations.
Investmentsat Fair Value
TheCompany applies fair value accounting in accordance with GAAP and the AICPA’s Audit and Accounting Guide for Investment Companies.The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act.
Fairvalue is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction betweenmarket participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used toclassify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair valueinto three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowestlevel input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:
Level1—Valuations based on unadjusted quoted prices for identical assets or liabilities in an active market that the Companyhas the ability to access at the measurement date.
Level2—Valuations based on observable inputs other than Level 1 prices, such as quoted prices for similar assets orliabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observablemarket data at the measurement date for substantially the full term of the assets or liabilities.
Level3—Valuations based on unobservable inputs that reflect management’s best estimate of what market participants woulduse in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuationtechnique and the risk inherent in the inputs to the model. The majority of the Company’s investments are Level 3investments and are subject to a high degree of judgment and uncertainty in determining fair value.
| 16 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Whenthe inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurementis categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, gains andlosses for such assets and liabilities categorized within the Level 3 table set forth in “Note 4—Investments at FairValue” may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs(Level 3).
Areview of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs mayresult in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair valuehierarchy are reported as transfers in/out of the Level 3 category as of the beginning of the measurement period in which the reclassificationsoccur. Refer to “Leveling Policy” below for a detailed discussion of the leveling of the Company’s financial assetsor liabilities and events that may cause a reclassification within the fair value hierarchy.
Securitiesfor which market quotations are readily available on an exchange are valued at the most recently available closing price of such securityas of the valuation date. If there are legal or contractual restrictions on the sale or use of such security that under ASC 820-10-35,as modified by ASU 2022-03, should be incorporated into the security’s fair value measurement as a characteristicof the security that would transfer to market participants who would buy the security, the Company will consider those restrictions inthe fair value determination of that security. Contractual sale restrictions on the sale or use of a security which are an entity-specificcharacteristic, rather than a security-specific characteristic (as discussed in ASU 2022-03), are not considered in the fair value determinationsfor such securities. The Company may also obtain quotes with respect to certain of its investments from pricing services, brokers ordealers in order to value assets. When doing so, the Company determines whether the quote obtained is sufficient according to GAAP todetermine the fair value of the security. If determined to be adequate, the Company uses the quote obtained.
Securitiesfor which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology,or provides a valuation or methodology that, in the judgment of management, the Company’s Board of Directors or the valuation committeeof the Company’s Board of Directors (the “Valuation Committee”), does not reliably represent fair value, shall eachbe valued as follows:
| 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. |
Inmaking a good faith determination of the fair value of investments, the Board of Directors applies valuation methodologies consistentwith industry practice. Valuation methods utilized include, but are not limited to, the following: comparisons to prices from secondarymarket transactions; venture capital financings; public offerings; purchase or sales transactions; analysis of financial ratios and valuationmetrics of portfolio companies that issued such private equity securities to peer companies that are public; analysis of the portfoliocompany’s most recent financial statements, forecasts and the markets in which the portfolio company does business, and other relevantfactors. The Company assigns a weighting based upon the relevance of each method to assist the Board of Directors in determining thefair value of each investment.
| 17 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Forinvestments that are not publicly traded or that do not have readily available market quotations, the Valuation Committee generally engagesan independent valuation firm to provide an independent valuation, which the Company’s Board of Directors considers, among otherfactors, in making its fair value determinations for these investments. For the current and prior fiscal year, the Valuation Committeeengaged an independent valuation firm to perform valuations of 100% of the Company’s investments for which there were no readilyavailable market quotations.
Dueto the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fairvalue of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, theseestimated values may differ significantly from the values that would have been reported had a ready market for the investments existed,and it is reasonably possible that the difference could be material. In addition, changes in the market environment and other eventsthat may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net changein unrealized appreciation or depreciation currently reflected in the condensed consolidated financial statements.
EquityInvestments
Equityinvestments for which market quotations are readily available in an active market are generally valued at the most recently availableclosing market prices and are classified as Level 1 assets. Equity investments with readily available market quotations that aresubject to sales restrictions due to an initial public offering (“IPO”) by the portfolio company will be classified as Level 1.Any other equity investments with readily available market quotations that are subject to sales restrictions that would transfer to marketparticipants who would buy the security may be valued at a discount for a lack of marketability (“DLOM”) to the most recentlyavailable closing market prices. These investments are generally classified as Level 2 assets. The DLOM used is generally basedupon the market value of publicly traded put options with similar terms. For equity securities with readily available market quotationsthat are subject to entity-specific contractual sale restrictions, rather than security-specific contractual sale restrictions, if suchentity-specific contractual sale restrictions first applied or were modified on or after December 15, 2023, the restrictions are notconsidered in the determination of fair value for that security.
Thefair values of the Company’s equity investments for which market quotations are not readily available are determined based on variousfactors and are classified as Level 3 assets. To determine the fair value of a portfolio company for which market quotations arenot readily available, the Board of Directors applies the appropriate respective valuation methodology for the asset class or portfolioholding, which may involve analyzing the relevant portfolio company’s most recently available historical and projected financialresults, public market comparables, and other factors. The Board of Directors may also consider other events, including the transactionin which the Company acquired its securities, subsequent equity sales by the portfolio company, and mergers or acquisitions affectingthe portfolio company. In addition, the Board of Directors may consider the trends of the portfolio company’s basic financial metricsfrom the time of its original investment until the measurement date, with material improvement of these metrics indicating a possibleincrease in fair value, while material deterioration of these metrics may indicate a possible reduction in fair value.
Indetermining the fair value of equity or equity-linked securities (including simple agreement for future equity (“SAFE”) notesand warrants to purchase common or preferred stock) in a portfolio company, the Board of Directors considers the rights, preferencesand limitations of such securities. When equity-linked securities expire worthless, any cost associated with these positions is recognizedas a realized loss on investments in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of CashFlows. In the event these securities are exercised into common or preferred stock, the cost associated with these securities is reassignedto the cost basis of the new common or preferred stock. These conversions are noted as non-cash operating items on the Condensed ConsolidatedStatements of Cash Flows.
DebtInvestments
Giventhe nature of the Company’s current debt investments (excluding U.S. Treasuries), which are principally convertible and promissorynotes issued by venture capital-backed portfolio companies, these investments are classified as Level 3 assets because there isno known or accessible market or market indices for these investment securities to be traded or exchanged. The Company’s debt investmentsare valued at estimated fair value as determined in good faith by the Company’s Board of Directors.
| 18 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Options
TheCompany’s Board of Directors determines the fair value of options based on methodologies that can include discounted cash flowanalyses, option pricing models, comparable analyses and other techniques as deemed appropriate. If the options are publicly traded,in accordance with our leveling policy, the Company prices the options at the closing price on a public exchange as of the measurementdate. All other options investments are generally classified as Level 3 assets because there is no known or accessible market ormarket indices for these investment securities to be traded or exchanged. The Company’s options are valued at estimated fair valueas determined in good faith by the Company’s Board of Directors.
SPVsand Investment Funds
Atvarious times, the Company may utilize SPVs and similar investment fund structures in the investment process. The Company advancesmoney to these SPVs or investment funds that are formed for the specific purpose of investing in securities of a single privateissuer. Generally speaking, these entities have the following characteristics: (1) the underlying investment in the securities ofthe single private issuer is the sole activity of the SPV or investment fund; (2) the Company’s underlying ownership of thesingle private issuer is proportionate to the Company’s contributions made to the SPV or investment fund; and (3) the Companywill receive its proportionate share of the cash proceeds as the single private issuer is monetized and distributed. The CondensedConsolidated Schedule of Investments presents the value of the Company’s investment in the SPV or investment fund. These SPVand fund investments are valued at estimated fair value as determined in good faith by the Company’s Board of Directors. TheSPVs may incur a tax liability associated with distributions made by underlying portfolio investments. If an SPV or investment fundcharges fees or expenses, those fees may impact the fair value of the Company’s investment. The Company’s investments in SPVs and Investment Funds may be subject to certain redemption, sale, or transfer restrictions.
Invaluing the Company’s investments in venture investment funds (“Venture Investment Funds”), the Company may apply thepractical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value (“NAV”)per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies,or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readilydeterminable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment.
SpecialPurpose Acquisition Companies
TheCompany’s Board of Directors measures its SPAC sponsor investments at fair value, which is equivalent to cost until a SPAC transactionis announced. After a SPAC transaction is announced, the Company’s Board of Directors will determine the fair value of SPAC investmentsbased on fair value analyses that can include option pricing models, probability-weighted expected return method analyses and other techniquesas deemed appropriate. Upon completion of the SPAC transaction, the Board of Directors utilizes the public share price of the entity,less a DLOM if there are security-specific contractual sale restrictions. The Company’s SPAC investments are valued at estimatedfair value as determined in good faith by the Company’s Board of Directors.
PortfolioCompany Investment Classification
TheCompany is a non-diversified company within the meaning of the 1940 Act. The Company classifies its investments by level of control.As defined in the 1940 Act, control investments are those where the investor retains the power to exercise a controlling influence overthe management or policies of a company. Control is generally deemed to exist when a company or individual directly or indirectly ownsbeneficially more than 25% of the voting securities of a company. Affiliated investments and affiliated companies are defined by a lesserdegree of influence and are deemed to exist when a company or individual directly or indirectly owns, controls or holds the power tovote 5% or more of the outstanding voting securities of a portfolio company. Refer to the Condensed Consolidated Schedules of Investmentsas of June 30, 2025 and December 31, 2024 for details regarding the nature and composition of the Company’s investment portfolio.
| 19 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
LevelingPolicy
Theportfolio companies in which the Company invests may offer their shares in IPOs. The Company’s shares in such portfolio companiesare typically subject to lock-up agreements for 180 days following the IPO. Upon the IPO date, the Company transfers its investmentfrom Level 3 to Level 1 due to the presence of an active market, or Level 2 if limited by the lock-up agreement. The Companyprices the investment at the closing price on a public exchange as of the measurement date. In situations where there are legal or contractualrestrictions on the sale or use of such security that under ASC 820-10-35 (as modified by ASU 2022-03) should be incorporated into thesecurity’s fair value measurement as a characteristic of the security that would transfer to market participants who would buythe security, the Company will classify the investment as Level 2 subject to an appropriate DLOM to reflect the restrictions uponsale. The Company transfers investments between levels based on the fair value at the beginning of the measurement period in accordancewith FASB ASC 820. For investments transferred out of Level 3 due to an IPO, the Company transfers these investments based on theirfair value at the IPO date.
SecuritiesTransactions
Securitiestransactions are accounted for on the date the transaction for the purchase or sale of the securities is entered into by the Company(i.e., the trade date). Securities transactions outside conventional channels, such as private transactions, are recorded as ofthe date the Company obtains the right to demand the securities purchased or to collect the proceeds from a sale and incurs an obligationto pay for securities purchased or to deliver securities sold, respectively.
Valuationof Other Financial Instruments
Thecarrying amounts of the Company’s other, non-investment financial instruments, consisting of cash, receivables, accounts payable,and accrued expenses, approximate fair value due to their short-term nature.
Cash
TheCompany custodies its cash with Western Alliance Trust Company, N.A., and may place cash in demand deposit accounts with other high-qualityfinancial institutions. The cash held in these accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Companybelieves the risk of loss associated with any uninsured balance is remote.
Restricted Cash
Restricted Cash consistsof amounts that are held in a separate account and are subject to specific contractual restrictions that limit their availability forgeneral corporate use. These funds are not readily available for use in the Company’s general operations and are segregated fromunrestricted cash and cash equivalents.
EscrowProceeds Receivable
Aportion of the proceeds from the sale of portfolio investments are held in escrow as a recourse for indemnity claims that may arise underthe sale agreement or other related transaction contingencies. Amounts held in escrow are held at estimated realizable value and includedin net realized gains/(losses) on investments in the Condensed Consolidated Statements of Operations for the period in which they occurredand are adjusted as needed. Any remaining escrow proceeds balances from these transactions reasonably expected to be received are reflectedon the Condensed Consolidated Statement of Assets and Liabilities as escrow proceeds receivable. Escrow proceeds receivable resultingfrom contingent consideration are to be recognized when the amount of the contingent consideration becomes realized or realizable. Asof June 30, 2025 and December 31, 2024, the Company had $ and $
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
DeferredFinancing Costs
TheCompany records fees and expenses incurred in connection with financing or capital raising activities relating to the Company’sshelf registration statement on Form N-2 as deferred financing costs. The Company also incurred additional offering costs in connectionwith its
| June 30, 2025 | December 31, 2024 | |||||||
| Deferred debt issuance costs | $ | $ | ||||||
| Deferred financing costs | ||||||||
| Total | $ | $ | ||||||
Referto “Note 10 — Debt Capital Activities” for further detail regarding the Company’s deferred debt issuance costs.
OperatingLeases & Related Deposits
TheCompany accounts for its operating leases as prescribed by ASC 842, Leases, which requires lessees to recognize a right-of-useasset on the balance sheet, representing its right to use the underlying asset for the lease term, and a corresponding lease liabilityfor all leases with terms greater than 12 months. The lease expense is presented as a single lease cost that is amortized on a straight-linebasis over the life of the lease. Non-lease components (maintenance, property tax, insurance and parking) are not included in the leasecost. On September 1, 2024, the Company extended the previous operating lease for office space for an additional term of three yearsand three months, with an estimated commencement date of January 1, 2025 and expiring March 31, 2028. On February 7, 2025, the Companyexecuted a commencement letter, upon which the lease term was amended to begin on February 13, 2025 and expiring on May 12, 2028. The Company has recorded a right-of-use asset and a corresponding lease liability for theoperating lease obligation. These amounts have been discounted using the rate implicit in the lease. Refer to “Note 7—Commitmentsand Contingencies—Operating Leases and Related Deposits” for further detail.
Stock-basedCompensation
Usingthe fair value recognition provisions as prescribed by ASC 718, Stock Compensation, stock-based compensation cost is measuredat the grant date based on the fair value of the award and is recognized as expense over the appropriate service period. Determiningthe fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options and theexpected volatility of the Company’s stock price. Differences between actual results and these estimates could have a materialeffect on the Company’s financial results. Forfeitures are accounted for as they occur. Refer to “Note 11—Stock-BasedCompensation” for further detail.
RevenueRecognition
TheCompany recognizes gains or losses on the sale of investments using the specific identification method. The Company recognizes interestincome, adjusted for amortization of premium and accretion of discount, on an accrual basis. The Company recognizes dividend income onthe ex-dividend date.
InvestmentTransaction Costs and Escrow Deposits
Commissionsand other costs associated with an investment transaction, including legal expenses not reimbursed by the portfolio company, are includedin the cost basis of purchases and deducted from the proceeds of sales. The Company makes certain acquisitions on secondary markets,which may involve making deposits to escrow accounts until certain conditions are met, including the underlying private company’sright of first refusal. If the underlying private company does not exercise or assign its right of first refusal and all other conditionsare met, then the funds in the escrow account are delivered to the seller and the account is closed. Such transactions would be reflectedon the Condensed Consolidated Statement of Assets and Liabilities as escrow deposits. As of June 30, 2025 and December 31, 2024, theCompany had
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
UnrealizedAppreciation or Depreciation of Investments
Unrealizedappreciation or depreciation is calculated as the difference between the fair value of the investment and the cost basis of such investment.
U.S.Federal and State Income Taxes
TheCompany elected to be treated and intends to qualify annually as a RIC under Subchapter M of the Code. To qualify for tax treatment asa RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timelydistribute to its stockholders at least the sum of 90% of its investment company taxable income (“ICTI”), including payment-in-kindinterest income, as defined by the Code, and 90% of its net tax-exempt interest income (which is the excess of its gross tax-exempt interestincome over certain disallowed deductions) for each taxable year (the “Annual Distribution Requirement”). Depending on thelevel of ICTI earned in a tax year, the Company may choose to carry forward into the next tax year ICTI in excess of current year dividenddistributions. Any such carryforward ICTI must be distributed on or before December 31 of the subsequent tax year to which it wascarried forward.
Ifthe Company meets the Annual Distribution Requirement, but does not distribute (or is not deemed to have distributed) each calendar yeara sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-yearperiod ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years(the “Excise Tax Avoidance Requirement”), it generally will be required to pay an excise tax equal to 4% of the amount bywhich the Excise Tax Avoidance Requirement exceeds the distributions for the year. To the extent that the Company determines that itsestimated current year annual taxable income will exceed estimated current year dividend distributions from such taxable income, theCompany will accrue excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excisetax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxableincome.
Solong as the Company qualifies and maintains its tax treatment as a RIC, it generally will not be subject to U.S. federal and state incometaxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any taxliability related to income earned by the RIC will represent obligations of the Company’s investors and will not be reflected inthe condensed consolidated financial statements of the Company. Included in the Company’s condensed consolidated financial statements,the Taxable Subsidiaries are subject to U.S. federal income tax imposed at corporate rates on their income, regardless of whether theCompany is a RIC. These Taxable Subsidiaries are not consolidated for U.S. federal income tax purposes and may generate income tax expensesas a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected inthe Company’s Condensed Consolidated Financial Statements.
Ifit is not treated as a RIC, the Company will be taxed as a regular corporation (a “C Corporation”) under Subchapter C ofthe Code for such taxable year. If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatmentas a RIC, and certain amelioration provisions are not applicable, the Company would be subject to tax on all of its taxable income (includingits net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to stockholders, nor would itbe required to make distributions. Distributions, including distributions of net long-term capital gain, would generally be taxable toits stockholders as ordinary dividend income to the extent of the Company’s current and accumulated earnings and profits. Subjectto certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect tosuch dividend; non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,”which is subject to reduced rates of U.S. federal income tax. Distributions in excess of the Company’s current and accumulatedearnings and profits would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and anyremaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirements discussedabove, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failedto qualify as a RIC by the end of the first year that it intends to requalify for tax treatment as a RIC. If the Company fails to requalifyfor tax treatment as a RIC for a period greater than two taxable years, it may be subject to regular corporate tax on any net built-ingains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate lossesthat would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalificationor when recognized over the next five years. Refer to “Note 9—Income Taxes” for further details.
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Netchange in net assets resulting from operations per basic common share is computed using the weighted-average number of shares outstandingfor the period presented. Diluted net change in net assets resulting from operations per common share is computed by dividing net increase/(decrease)in net assets resulting from operations for the period adjusted to include the pre-tax effects of interest incurred on potentially dilutivesecurities, by the weighted-average number of common shares outstanding plus any potentially dilutive shares outstanding during the period.When applicable, the Company uses the if-converted method in accordance with FASB ASC 260, Earnings Per Share (“ASC 260”),to determine the number of potentially dilutive shares outstanding. Refer to “Note 6—Net Increase in Net Assets Resultingfrom Operations per Common Share—Basic and Diluted” for further detail.
RecentlyAdopted Accounting Standards
In March 2024, theFASB issued ASU 2024-01, “Compensation — Stock Compensation (Topic 718): Scope Application of Profits Interest andSimilar Awards.” ASU 2024-01 clarifies how an entity determines whether a profits interest or similar award is within thescope of Topic 718 or not a share-based payment arrangement and therefore within the scope of other guidance. ASU 2024-01 iscurrently effective for public entities. The Company adopted this provision as of the effective date. However, ASU 2024-01 does not have a material impact on the Company’s Condensed Consolidated FinancialStatements.
Recently Issued Accounting Standards
In October 2023, the FASBissued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and SimplificationInitiative.” ASU 2023-06 amends the disclosure or presentation requirements related to various subtopics in the FASB AccountingStandards Codification including requiring investment companies to disclose the components of capital on the balance sheet. The amendmentsin ASU 2023-06 will become effective on the date which the SEC’s removal of related disclosures from Regulation S-X or Regulation S-Kbecome effective, but no later than June 30, 2027. The Company is currently evaluating the impact of the new guidance. However, it doesnot expect ASU 2023-06 to have a material impact on the Company’s future Condensed Consolidated Financial Statements.
InDecember 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” ASU 2023-09 requires more disaggregatedinformation on income taxes paid. The standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted;however, the Company has not elected to adopt this provision as of the date of the condensed consolidated financial statements. The Companyis still assessing the impact of the new guidance. However, it does not expect ASU 2023-09 to have a material impact on the Company’sfuture Condensed Consolidated Financial Statements.
InNovember 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense DisaggregationDisclosures”, which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employeecompensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscalyears beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption andretrospective application is permitted. The Company is still assessing the impact of the new guidance. However, it does not expect ASU2024-03 to have a material impact on the Company’s future Condensed Consolidated Financial Statements.
InNovember 2024, the FASB issued ASU 2024-04, “Debt — Debt with Conversion and Other Options”, which amends ASC 470-20to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The amendments areeffective for fiscal years and interim periods within fiscal years beginning after December 15, 2025. The Company is still assessingthe impact of the new guidance.
In May 2025, the FASB issuedASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810) - Determining the Accounting Acquirer in the acquisitionof a Variable Interest Entity”, which requires an entity to determine the accounting acquirer by considering the factors in ASC 805-10-55-12through 55-15. The amendments are effective for fiscal years and interim periods within fiscal years beginning after December 15, 2026.The Company is still assessing the impact of the new guidance.
Fromtime to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Companyas of the specified effective date. The Company believes that the impact of recently issued standards and any that are not yet effectivewill not have a material impact on its Condensed Consolidated Financial Statements upon adoption.
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
NOTE3—RELATED-PARTY ARRANGEMENTS
TheCompany’s executive officers and directors serve or may serve as officers, directors, or managers of entities that operate in aline of business similar to the Company’s, including new entities that may be formed in the future. Accordingly, they may haveobligations to investors in those entities, the fulfillment of which might not be in the best interests of the Company or the Company’sstockholders.
The1940 Act prohibits the Company from participating in certain negotiated co-investments with certain affiliates unless it receives anorder from the SEC permitting it to do so. As a BDC, the Company is prohibited under the 1940 Act from participating in certain transactionswith certain of its affiliates without the prior approval of the Board of Directors, including its independent directors, and, in somecases, the SEC. The affiliates with which the Company may be prohibited from transacting include its officers, directors, and employeesand any person controlling or under common control with the Company, subject to certain exceptions.
Inthe ordinary course of business, the Company may enter into transactions with portfolio companies that may be considered related-partytransactions. To ensure that the Company does not engage in any prohibited transactions with any persons affiliated with the Company,the Company has implemented certain written policies and procedures whereby the Company’s executive officers screen each of theCompany’s transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlledby the Company, and the Company’s executive officers and directors.
TheCompany’s investment in Churchill Sponsor VII LLC, the sponsor of Churchill Capital Corp. VII, a SPAC, constituted a “remote-affiliate”transaction for purposes of the 1940 Act in light of the fact that Mark D. Klein, the Company’s Chairman, Chief Executive Officerand President, has a non-controlling interest in the entity that controls Churchill Sponsor VII LLC, and is a non-controlling memberof the board of directors of Churchill Capital Corp. VII. In addition, Mr. Klein’s brother, Michael Klein, is a control personof such Churchill entities. On August 18, 2024, Churchill Capital Corp. VII announced that it would not consummate an initial businesscombination within the time period required by its Amended and Restated Certificate of Incorporation, as amended, and the Company realizeda loss on the entirety of its Churchill Sponsor VII LLC common share units and warrant units in the amount of $
TheCompany’s investment in Skillsoft Corp. (f/k/a Software Luxembourg Holding S.A.) (“Skillsoft”) constituted a “remote-affiliate”transaction for purposes of the 1940 Act in light of the fact that Mr. Klein has a non-controlling interest in the entity that controlledChurchill Sponsor II LLC, the sponsor of Churchill Capital Corp. II, a SPAC, and was a non-controlling member of the board of directorsof Churchill Capital Corp. II, through which the Company executed a private investment in public equity transaction in order to acquirecommon shares of Skillsoft alongside the merger of Skillsoft and Churchill Capital Corp II. In addition, Mr. Klein’s brother, MichaelKlein, was a control person of such Churchill entities. As of June 30, 2025, the fair value of the Company’s remote-affiliate investmentin Skillsoft was $
TheCompany’s investment in AltC Sponsor LLC, the sponsor of AltC Acquisition Corp., a SPAC, constituted a “remote-affiliate”transaction for purposes of the 1940 Act in light of the fact that Mr. Klein has a non-controlling interest in one of the entities thatcontrolled AltC Sponsor LLC, and Allison Green, the Company’s Chief Financial Officer, Chief Compliance Officer, Treasurer andSecretary, was a non-controlling member of the board of directors of AltC Acquisition Corp. until its dissolution upon completion ofAltC Acquisition Corp.’s business combination into Oklo, Inc. As of November 15, 2024, the Company had sold its investment in Oklo,Inc.
NOTE4—INVESTMENTS AT FAIR VALUE
InvestmentPortfolio Composition
TheCompany’s investments in portfolio companies consist primarily of equity securities (such as common stock, preferred stock andoptions or agreements to purchase or acquire common and preferred stock), and to a lesser extent, debt securities, issued by privateand publicly traded companies. The Company may also, from time to time, invest in U.S. Treasury bills. Non-portfolio investments representinvestments in U.S. Treasury bills. As of June 30, 2025, the Company had
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Thefollowing tables summarize the composition of the Company’s investment portfolio by security type at cost and fair value as ofJune 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||
| Cost | Fair Value | Percentageof Net Assets | Cost | Fair Value | Percentageof Net Assets | |||||||||||||||||||
| Private Portfolio Companies | ||||||||||||||||||||||||
| Preferred Stock(1) | $ | $ | % | $ | $ | % | ||||||||||||||||||
| Common Stock(2) | % | % | ||||||||||||||||||||||
| Debt Investments | % | % | ||||||||||||||||||||||
| Options(3) | % | % | ||||||||||||||||||||||
| Total Private Portfolio Companies | % | % | ||||||||||||||||||||||
| Publicly Traded Portfolio Companies | ||||||||||||||||||||||||
| Common Stock | % | % | ||||||||||||||||||||||
| Options | % | % | ||||||||||||||||||||||
| Total Publicly Traded Portfolio Companies | % | % | ||||||||||||||||||||||
| Total Investments | $ | $ | % | $ | $ | % | ||||||||||||||||||
| (1) | |
| (2) | |
| (3) |
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Thegeographic and industrial compositions of the Company’s portfolio at fair value as of June 30, 2025 and December 31, 2024 wereas follows:
| As of June 30, 2025 | As of December 31, 2024 | |||||||||||||||||||||||
| Fair Value | Percentage of Portfolio | Percentage of Net Assets | Fair Value | Percentage of Portfolio | Percentage of NetAssets | |||||||||||||||||||
| Geographic Region | ||||||||||||||||||||||||
| Northeast | $ | % | % | $ | % | % | ||||||||||||||||||
| Midwest | % | % | % | % | ||||||||||||||||||||
| West | % | % | % | % | ||||||||||||||||||||
| Southeast | % | % | % | % | ||||||||||||||||||||
| International | % | % | % | % | ||||||||||||||||||||
| Total | $ | % | % | $ | % | % | ||||||||||||||||||
| As of June 30, 2025 | As of December 31, 2024 | |||||||||||||||||||||||
| Fair Value | Percentage of Portfolio | Percentage of Net Assets | Fair Value | Percentage of Portfolio | Percentage of Net Assets | |||||||||||||||||||
| Industry | ||||||||||||||||||||||||
| Artificial Intelligence Infrastructure & Applications | $ | % | % | $ | % | % | ||||||||||||||||||
| Financial Technology & Services | % | % | % | % | ||||||||||||||||||||
| Consumer Goods & Services | % | % | % | % | ||||||||||||||||||||
| Software-as-a-Service | % | % | % | % | ||||||||||||||||||||
| Education Technology | % | % | % | % | ||||||||||||||||||||
| Logistics & Supply Chain | % | % | % | % | ||||||||||||||||||||
| SuRo Capital Sports | % | % | % | % | ||||||||||||||||||||
| Total | $ | % | % | $ | % | % | ||||||||||||||||||
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Thetable below details the composition of the Company’s industrial themes presented in the preceding tables:
| Industry Theme | Industry | |
| Artificial Intelligence Infrastructure | AI Application Fund | |
| & Applications | AI Infrastructure | |
| AI Infrastructure Fund | ||
| Consumer Goods & Services | E-Commerce Marketplace | |
| Fitness Technology | ||
| Lifestyle Beverage Brand | ||
| Micromobility | ||
| Education Technology | Business Education | |
| Interactive Learning | ||
| Online Education | ||
| Financial Technology & Services | Cannabis REIT | |
| Carbon Credit Services | ||
| Financial Services | ||
| Financial Technology Infrastructure | ||
| Mobile Access Technology | ||
| Online Marketplace Finance | ||
| Real Estate Platform | ||
| Special Purpose Acquisition Company | ||
| Venture Investment Fund | ||
| Logistics & Supply Chain | Supply Chain Technology | |
| Warehouse Automation | ||
| Software-as-a-Service | Contractor Management Software | |
| Home Improvement Finance | ||
| Knowledge Networks | ||
| Pharmaceutical Technology | ||
| Productivity Software | ||
| Retail Technology | ||
| Social Data Platform | ||
| SuRo Capital Sports | Gaming Licensing | |
| Gaming Technology | ||
| Geolocation Technology | ||
| Interactive Media & Services | ||
| Sports Betting |
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
InvestmentValuation Inputs
Thefair values of the Company’s investments disaggregated into the three levels of the fair value hierarchy based upon the lowestlevel of significant input used in the valuation as of June 30, 2025 and December 31, 2024 are as follows:
| As of June 30, 2025 | ||||||||||||||||
| 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(1) | $ | $ | $ | $ | ||||||||||||
| Common Stock(2) | ||||||||||||||||
| Debt Investments | ||||||||||||||||
| Options(3) | ||||||||||||||||
| Private Portfolio Companies | ||||||||||||||||
| Publicly Traded Portfolio Companies | ||||||||||||||||
| Common Stock | ||||||||||||||||
| Options | ||||||||||||||||
| Publicly Traded Portfolio Companies | ||||||||||||||||
| Total Investments at Fair Value | $ | $ | $ | $ | ||||||||||||
| (1) | |
| (2) | |
| (3) |
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
| As of December 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(1) | $ | $ | $ | $ | ||||||||||||
| Common Stock(2) | ||||||||||||||||
| Debt Investments | ||||||||||||||||
| Options(3) | ||||||||||||||||
| Private Portfolio Companies | ||||||||||||||||
| Publicly Traded Portfolio Companies | ||||||||||||||||
| Common Stock | ||||||||||||||||
| Options | ||||||||||||||||
| Publicly Traded Portfolio Companies | ||||||||||||||||
| Total Investments at Fair Value | $ | $ | $ | $ | ||||||||||||
| (1) | |
| (2) | |
| (3) |
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
SignificantUnobservable Inputs for Level 3 Assets and Liabilities
Inaccordance with FASB ASC 820, Fair Value Measurement, the tables below provide quantitative information about the fair value measurementsof the Company’s Level 3 assets as of June 30, 2025 and December 31, 2024. In addition to the techniques and inputs noted in thetables below, according to the Company’s valuation policy, the Board of Directors may also use other valuation techniques and methodologieswhen determining the fair value measurements of the Company’s assets. The tables below are not intended to be all-inclusive, but ratherprovide information on the significant Level 3 inputs as they relate to the fair value measurements of the Company’s assets. Tothe extent an unobservable input is not reflected in the tables below, such input is deemed insignificant with respect to the Company’sLevel 3 fair value measurements as of June 30, 2025 and December 31, 2024. Significant changes in the inputs in isolation wouldresult in a significant change in the fair value measurement, depending on the input and the materiality of the investment. Referto “Note 2—Significant Accounting Policies—Investments at Fair Value” for more detail.
Asof June 30, 2025
| Asset | Fair Value | Valuation Approach/ Technique(1) | Unobservable Inputs(2) | Range (Weighted Average)(3) | ||||
| Preferred stock in private companies(6) | $ | |||||||
| Common stock in private companies(7) | $ | |||||||
| Debt investments | $ | |||||||
| Options(8) | $ | |||||||
| (1) |
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) | |
| (7) | |
| (8) |
Asof December 31, 2024
| Asset | Fair Value | Valuation Approach/ Technique(1) | Unobservable Inputs(2) | Range (Weighted Average)(3) | ||||
| Preferred stock in private companies(6) | $ | |||||||
| Common stock in private companies(7) | $ | |||||||
| Debt investments | $ | |||||||
| Options(8) | $ | |||||||
| (1) |
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) | |
| (7) | |
| (8) |
Theaggregate values of Level 3 assets and liabilities changed during the six months ended June 30, 2025 as follows:
| Six Months Ended June 30, 2025 | ||||||||||||||||||||
| Preferred Stock(1) | Common Stock(2) | Debt Investments | Options(3) | Total | ||||||||||||||||
| Assets: | ||||||||||||||||||||
| Fair Value as of December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| Transfers out of Level 3 | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Purchases, capitalized fees and interest | ||||||||||||||||||||
| Exercises and conversions(4) | ( | ) | ( | ) | ||||||||||||||||
| Net change in unrealized appreciation/(depreciation) included in earnings | ||||||||||||||||||||
| Fair Value as of June 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||
| Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of June 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||
| (1) | |
| (2) | |
| (3) | |
| (4) |
PortfolioCompany | Conversion from | Conversion to | ||
| CoreWeave, Inc. | Preferred Shares, Series A Common shares | Common Shares (Level 2) | ||
| CW Opportunity 2 LP | Preferred Shares, Series C | Common Shares (Level 3) | ||
Commercial Streaming Solutions Inc. (d/b/a BettorView) | Simple Agreement for Future Equity | Preferred Shares, Class A-1 (Level 3) |
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Theaggregate values of Level 3 assets and liabilities changed during the year ended December 31, 2024 as follows:
| Year Ended December 31, 2024 | ||||||||||||||||||||
Preferred Stock(1) | Common Stock(2) | Debt Investments | Options(3) | Total | ||||||||||||||||
| Assets: | ||||||||||||||||||||
| Fair Value as of December 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| Transfers out of Level 3 | ( | ) | ( | ) | ||||||||||||||||
| Purchases, capitalized fees and interest | ||||||||||||||||||||
| Sales/Redemptions of investments | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Exercises and conversions(4) | ( | ) | ||||||||||||||||||
| Realized gains/(losses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net change in unrealized appreciation/(depreciation) included in earnings | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Fair Value as of December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2024 | $ | ( | ) | $ | $ | $ | $ | ( | ) | |||||||||||
| (1) | |
| (2) | |
| (3) | |
| (4) |
PortfolioCompany | Conversion from | Conversion to | ||
| AltC Sponsor LLC | Common Shares, Class A Common Shares, Class B | Oklo, Inc. - Common Shares, Class A (Level 2) | ||
Xgroup Holdings Limited (d/b/a Xpoint)
| Convertible Note
| Preferred Shares, Series A-1 (Level 3) Warrants, Series A-1 (Level 3) Warrants, Series A (Level 3) | ||
| ServiceTitan, Inc. | Common Shares | Common Shares (Level 2) |
| 33 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Scheduleof Investments In, and Advances to, Affiliates
Transactionsduring the six months ended June 30, 2025 involving the Company’s controlled investments and non-controlled/affiliate investmentswere as follows:
| Type/Industry/Portfolio Company/Investment | Shares/ Principal/ | Fair Value at December 31, 2024 | Unrealized Gains/ | Fair Value at June 30, 2025 | Percentage of Net Assets | |||||||||||||||
| CONTROLLED INVESTMENTS*(2) | ||||||||||||||||||||
| Common Stock | ||||||||||||||||||||
| Special Purpose Acquisition Company | ||||||||||||||||||||
| Colombier Sponsor II LLC**(3)–Class B Units | $ | $ | $ | % | ||||||||||||||||
| Total Common Stock | % | |||||||||||||||||||
| Options | ||||||||||||||||||||
| Special Purpose Acquisition Company | ||||||||||||||||||||
| Colombier Sponsor II LLC**(3)–Class W Units | | | % | |||||||||||||||||
| Total Options | % | |||||||||||||||||||
| TOTAL CONTROLLED INVESTMENTS*(2) | $ | $ | $ | % | ||||||||||||||||
| NON-CONTROLLED/AFFILIATE INVESTMENTS*(1) | ||||||||||||||||||||
| Preferred Stock | ||||||||||||||||||||
| Knowledge Networks | ||||||||||||||||||||
| Maven Research, Inc.–Preferred Shares, Series C | % | |||||||||||||||||||
| Maven Research, Inc.–Preferred Shares, Series B | % | |||||||||||||||||||
| Total Knowledge Networks | % | |||||||||||||||||||
| Interactive Learning | ||||||||||||||||||||
| StormWind, LLC(4) – Preferred Shares, Series D 8% | ( | ) | % | |||||||||||||||||
| StormWind, LLC(4) – Preferred Shares, Series C 8% | ( | ) | % | |||||||||||||||||
| StormWind, LLC(4) – Preferred Shares, Series B 8% | ( | ) | % | |||||||||||||||||
| StormWind, LLC(4) – Preferred Shares, Series A 8% | ( | ) | % | |||||||||||||||||
| Total Interactive Learning | ( | ) | % | |||||||||||||||||
| Total Preferred Stock | ( | ) | % | |||||||||||||||||
| Common Stock | ||||||||||||||||||||
| Online Education | ||||||||||||||||||||
| Curious.com, Inc.–Common Shares | % | |||||||||||||||||||
| Total Common Stock | % | |||||||||||||||||||
| TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS*(1) | $ | $ | ( | ) | $ | % | ||||||||||||||
| * | |
| ** | |
| (1) | |
| (2) | |
| (3) | |
| (4) |
| 34 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Scheduleof Investments In, and Advances to, Affiliates
Transactionsduring the year ended December 31, 2024 involving the Company’s controlled investments and non-controlled/affiliate investmentswere as follows:
| Type/Industry/Portfolio Company/Investment | Shares/ Principal/ | Interest, Dividends Credited in Income | Fair Value at December 31, 2023 | Transfer In/ (Out) | Purchases Capitalized | Sales/ Redemptions | Realized Gains/ | Unrealized Gains/ | Fair Value at December 31, 2024 | Percentage of Net Assets | ||||||||||||||||||||||||||||||
| CONTROLLED INVESTMENTS*(2) | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | ||||||||||||||||||||||||||||||||||||||||
| Clean Technology | ||||||||||||||||||||||||||||||||||||||||
| SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | % | |||||||||||||||||||||||||||
| Total Preferred Stock | ( | ) | ( | ) | % | |||||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||||
| Clean Technology | ||||||||||||||||||||||||||||||||||||||||
| SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares | ( | ) | % | |||||||||||||||||||||||||||||||||||||
| Mobile Finance Technology | ||||||||||||||||||||||||||||||||||||||||
| Architect Capital PayJoy SPV, LLC**–Membership Interest in Lending SPV*** | $ | ( | ) | ( | ) | % | ||||||||||||||||||||||||||||||||||
| Special Purpose Acquisition Company | ||||||||||||||||||||||||||||||||||||||||
| Colombier Sponsor II LLC**(6)–Class B Units | % | |||||||||||||||||||||||||||||||||||||||
| Total Common Stock | ( | ) | ( | ) | % | |||||||||||||||||||||||||||||||||||
| Options | ||||||||||||||||||||||||||||||||||||||||
| Special Purpose Acquisition Company | ||||||||||||||||||||||||||||||||||||||||
| Colombier Sponsor II LLC**(6)–Class W Units | % | |||||||||||||||||||||||||||||||||||||||
| Total Options | % | |||||||||||||||||||||||||||||||||||||||
| TOTAL CONTROLLED INVESTMENTS*(2) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | % | |||||||||||||||||||||||||||
| NON-CONTROLLED/AFFILIATE INVESTMENTS*(1) | ||||||||||||||||||||||||||||||||||||||||
| Debt Investments | ||||||||||||||||||||||||||||||||||||||||
| Global Innovation Platform | ||||||||||||||||||||||||||||||||||||||||
| OneValley, Inc. (f/k/a NestGSV, Inc.) –Convertible Promissory Note | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | % | ||||||||||||||||||||||||||
| Total Debt Investments | ( | ) | ( | ) | % | |||||||||||||||||||||||||||||||||||
| 35 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
| Type/Industry/Portfolio Company/Investment | Shares/ Principal/ | Interest, Dividends in Income | Fair Value at December 31, 2023 | Transfer In/ (Out) | Purchases Capitalized | Sales/ Redemptions | Realized Gains/ | Unrealized Gains/ | Fair Value at December 31, 2024 | Percentage of Net Assets | ||||||||||||||||||||||||||||||
| Preferred Stock | ||||||||||||||||||||||||||||||||||||||||
| Knowledge Networks | ||||||||||||||||||||||||||||||||||||||||
| Maven Research, Inc.–Preferred shares, Series C | % | |||||||||||||||||||||||||||||||||||||||
| Maven Research, Inc.–Preferred shares, Series B | % | |||||||||||||||||||||||||||||||||||||||
| Total Knowledge Networks | % | |||||||||||||||||||||||||||||||||||||||
| Interactive Learning | ||||||||||||||||||||||||||||||||||||||||
| StormWind, LLC(5) – Preferred shares, Series D 8% | ( | ) | % | |||||||||||||||||||||||||||||||||||||
| StormWind, LLC(5) – Preferred shares, Series C 8% | ( | ) | % | |||||||||||||||||||||||||||||||||||||
| StormWind, LLC(5) – Preferred shares, Series B 8% | ( | ) | % | |||||||||||||||||||||||||||||||||||||
| StormWind, LLC(5) – Preferred shares, Series A 8% | ( | ) | % | |||||||||||||||||||||||||||||||||||||
| Total Interactive Learning | ( | ) | % | |||||||||||||||||||||||||||||||||||||
| Total Preferred Stock | ( | ) | % | |||||||||||||||||||||||||||||||||||||
| Options | ||||||||||||||||||||||||||||||||||||||||
| Global Innovation Platform | ||||||||||||||||||||||||||||||||||||||||
| OneValley, Inc. (f/k/a NestGSV, Inc.)–Derivative Security, Expiration Date | ( | ) | ( | ) | % | |||||||||||||||||||||||||||||||||||
| Total Global Innovation Platform | ( | ) | ( | ) | % | |||||||||||||||||||||||||||||||||||
| E-Commerce Marketplace | ||||||||||||||||||||||||||||||||||||||||
| PSQ Holdings, Inc. (d/b/a PublicSquare)**(3)(4) – Warrants | ( | ) | % | |||||||||||||||||||||||||||||||||||||
| Total Options | ( | ) | ( | ) | ( | ) | % | |||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||||
| Online Education | ||||||||||||||||||||||||||||||||||||||||
| Curious.com, Inc.–Common shares | % | |||||||||||||||||||||||||||||||||||||||
| E-Commerce Marketplace | ||||||||||||||||||||||||||||||||||||||||
| PSQ Holdings, Inc. (d/b/a PublicSquare)**(3)(4) – Common shares, Class A | ( | ) | % | |||||||||||||||||||||||||||||||||||||
| Total Common Stock | ( | ) | % | |||||||||||||||||||||||||||||||||||||
| TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS*(1) | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | % | |||||||||||||||||||||||||
| * |
| ** |
| *** |
| (1) | |
| (2) |
| (3) |
| (4) |
| (5) |
| (6) |
| 36 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
NOTE5—COMMON STOCK
ShareRepurchase Program
OnAugust 8, 2017, the Company announced a $ million discretionary open-market share repurchase program of shares of the Company’scommon stock, $ par value per share, of up to $million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”). Following several interveningapprovals from the Company’s Board of Directors to increase the amount of shares of the Company’s common stock that may be repurchasedunder the discretionary Share Repurchase Program and/or to extend the Share Repurchase Program to later expiration dates, on October29, 2024, the Company’s Board of Directors authorized an extension, and increase in the amount of common shares that may be purchasedunder, of the Company’s discretionary Share Repurchase Program until the earlier of (i) October 31, 2025 or (ii) the repurchaseof $
Thetiming and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investmentopportunities. The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligatethe Company to acquire any specific number of shares of its common stock. Under the Share Repurchase Program, the Company may repurchaseits outstanding common stock in the open market, provided that it complies with the prohibitions under its insider trading policies andprocedures and the applicable provisions of the 1940 Act and the Exchange Act.
Duringthe three and six months ended June 30, 2025 and 2024, the Company did t repurchase any shares of the Company’s common stock underthe Share Repurchase Program. As of June 30, 2025, the dollar value of shares that remained available to be purchased by the Companyunder the Share Repurchase Program was approximately $ million.
SecondAmended and Restated 2019 Equity Incentive Plan
Referto “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock grantedunder the Second Amended & Restated 2019 Equity Incentive Plan (as defined therein).
At-the-MarketOffering
OnJuly 29, 2020, the Company established an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-MarketSales Agreement dated July 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with BTIGLLC, 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, the Company may, but has no obligation to, issue and sell up to$
Salesof the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or sales made to or througha market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market pricesor at other negotiated prices. Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company fromtime to time.
| 37 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
TheAgents will receive a commission from the Company equal to up to
Duringthe three and six months ended June 30, 2025 and 2024, the Company did not issue or sell Shares under the ATM Program. As of June 30,2025, up to approximately $
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Earnings per common share–basic: | ||||||||||||||||
| Net change in net assets resulting from operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted-average common shares–basic | ||||||||||||||||
| Earnings per common share–basic | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Earnings per common share–diluted: | ||||||||||||||||
| Net change in net assets resulting from operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Adjustment for interest and amortization on | ||||||||||||||||
| Net change in net assets resulting from operations, as adjusted | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Adjustment for dilutive effect of | ||||||||||||||||
| Weighted-average common shares outstanding–diluted(1) | ||||||||||||||||
| Earnings per common share–diluted | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| (1) |
NOTE7—COMMITMENTS AND CONTINGENCIES
Inthe normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfoliocompany at some future date or over a specified period of time.
Fromtime to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relatingto the enforcement of its rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot bepredicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financialcondition or results of operations. The Company is not currently a party to any material legal proceedings.
OperatingLeases and Related Deposits
TheCompany currently has one operating lease for office space for which the Company has recorded a right-of-use asset and lease liabilityfor the operating lease obligation. The lease originally commenced on June 3, 2019 and expired on August 31, 2024. On September 1, 2024,the Company extended the previous operating lease for office space for an additional term of three years and three months, with an estimatedcommencement date of January 1, 2025 and expiring March 31, 2028. On February 7, 2025, the Company executed a commencement letter, uponwhich the lease term was amended to begin on February 13, 2025 and expiring May 12, 2028. The lease expense is presented as a singlelease cost that is amortized on a straight-line basis over the life of the lease.
| 38 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Asof June 30, 2025 and December 31, 2024, the Company booked a right-of-use asset and operating lease liability of $
Thefollowing table shows future minimum payments under the Company’s operating lease as of June 30, 2025:
| For the Year Ended December 31, | Amount | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| $ | ||||
NOTE8—FINANCIAL HIGHLIGHTS
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Per Basic Share Data | ||||||||||||||||
| Net asset value at beginning of period | $ | $ | $ | $ | ||||||||||||
| Net investment loss(1) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net realized gain/(loss) on investments(1) | <( | ) | ( | ) | ||||||||||||
| Realized loss on partial repurchase of 6.00% Notes due December 30, 2026(1) | <( | |||||||||||||||
| Net change in unrealized appreciation/(depreciation) of investments(1) | ( | ) | ( | ) | ||||||||||||
| Repurchase of common stock(1) | ||||||||||||||||
| Stock-based compensation(1) | ( | ) | ( | ) | ||||||||||||
| Net asset value at end of period | $ | $ | $ | $ | ||||||||||||
| Per share market value at end of period | $ | $ | $ | $ | ||||||||||||
| Total return based on market value(2) | % | ( | )% | % | % | |||||||||||
| Total return based on net asset value(2) | % | ( | )% | % | ( | )% | ||||||||||
| Shares outstanding at end of period | ||||||||||||||||
| Ratios/Supplemental Data: | ||||||||||||||||
| Net assets at end of period | $ | $ | $ | $ | ||||||||||||
| Average net assets | $ | $ | $ | $ | ||||||||||||
| Ratio of net operating expenses to average net assets(3) | % | % | % | % | ||||||||||||
| Ratio of net investment loss to average net assets(3) | ( | )% | ( | )% | ( | )% | ( | )% | ||||||||
| Portfolio Turnover Ratio | % | % | % | % | ||||||||||||
| (1) | |
| (2) | |
| (3) |
| 39 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
NOTE9—INCOME TAXES
TheCompany elected to be treated and intends to qualify annually as a RIC under Subchapter M of the Code and, as such, will not be subjectto U.S. federal income tax on the portion of taxable income (including gains) timely distributed as dividends for U.S. federal incometax purposes to stockholders. Taxable income includes the Company’s taxable interest, dividend and fee income, reduced by certaindeductions, as well as taxable net realized investment gains. Taxable income generally differs from net income for financial reportingpurposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealizedappreciation or depreciation, as such gains or losses are not included in taxable income until they are realized.
Toqualify as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing dividendsof an amount generally at least equal to
Asa RIC, the Company will be subject to a
Dependingon the level of taxable income earned in a taxable year, the Company may choose to carry over taxable income in excess of currenttaxable year distributions from such taxable income into the next taxable year and incur a
TheCompany has subsidiaries that are classified as corporations for U.S. federal income tax purposes which hold certain portfolio investmentsin an effort to limit potential legal liability and/or comply with source-income type requirements contained in the RIC tax provisionsof the Code. These subsidiaries are consolidated for GAAP and the portfolio investments held by the subsidiaries are included in theCompany’s condensed consolidated financial statements and are recorded at fair value. These subsidiaries are not consolidated withthe Company for U.S. federal income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities as aresult of their ownership of certain portfolio investments. Any income generated by these subsidiaries generally would be subject toU.S. federal income tax imposed at corporate rates.
TheCompany intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that itmay retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, may choose tocarry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax.
TheCompany is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxesare not currently payable/receivable.
| 40 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
ForU.S. federal and state income tax purposes, a portion of the Taxable Subsidiaries’ net operating loss carryforwards and basis differencesmay be subject to limitations on annual utilization in case of a change in ownership, as defined by federal and state law. The amountof such limitations, if any, has not been determined. Accordingly, the amount of such tax attributes available to offset future profitsmay be significantly less than the actual amounts of the tax attributes.
Foraccounting purposes, the Company and the Taxable Subsidiaries identified their major tax jurisdictions as U.S. federal, New York, andCalifornia and may be subject to the taxing authorities’ examination for the tax years 2021–2024 for federal and NewYork and 2020–2024 in California, respectively. Further, the Company and the Taxable Subsidiaries accrue all interest and penaltiesrelated to uncertain tax positions as incurred. As of June 30, 2025, there were no material interest or penalties incurred related touncertain tax positions.
NOTE10—DEBT CAPITAL ACTIVITIES
6.00%Notes due 2026
OnDecember 17, 2021, the Company issued $
The6.00% Notes due 2026 are direct unsecured obligations of the Company and rank pari passu, or equal in right of payment, with alloutstanding and future unsecured, unsubordinated indebtedness of the Company; senior to any of the Company’s future indebtednessthat expressly provides it is subordinated to the 6.00% Notes due 2026; effectively subordinated to any of the Company’s futuresecured indebtedness (including indebtedness that is initially unsecured in respect of which the Company subsequently grants a securityinterest), to the extent of the value of the assets securing such indebtedness (provided, however, that the Company has agreed underthe Indenture to not incur any secured or unsecured indebtedness that would be senior to the 6.00% Notes due 2026 while the 6.00% Notesdue 2026 are outstanding, subject to certain exceptions); and structurally subordinated to all existing and future indebtedness and otherobligations of any of the Company’s subsidiaries.
TheCompany records certain fees and expenses incurred in connection with its 6.00% Notes due 2026 as deferred debt issuance costs. Suchcosts are reflected in the carrying value of the 6.00% Notes due 2026. As of June 30, 2025 and December 31, 2024, the Company had deferreddebt issuance costs of $
| June 30, 2025 | December 31, 2024 | |||||||
| Aggregate principal amount of 6.00% Notes due 2026 | $ | $ | ||||||
| Direct deduction of deferred debt issuance costs | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The6.00% Notes due 2026 are listed for trading on the Nasdaq Global Select Market under the symbol “SSSSL”. The reported closingmarket price of SSSSL on June 30, 2025 and December 31, 2024 was $
| 41 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
OnAugust 6, 2024, the Company’s Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”),which allows the Company to repurchase up to $
6.50%Convertible Notes due 2029
OnAugust 14, 2024, the Company privately issued $
The6.50% Convertible Notes due 2029 bear interest at a rate of
The6.50% Convertible Notes due 2029 are direct unsecured obligations of the Company and rank pari passu, or equal in right of payment,with any outstanding existing or future unsecured, unsubordinated indebtedness of the Company. The 6.50% Convertible Notes due 2029 arejunior in right of payment to any existing or future secured credit facility; provided, however, that if the Company enters into a futurecredit facility senior in right of payment to the 6.50% Convertible Notes due 2029 (including any secured indebtedness), the intereston the outstanding principal amount of the 6.50% Convertible Notes due 2029 shall increase as of the date of such entry to
Thetable below shows a reconciliation from the aggregate principal amount of 6.50% Convertible Notes due 2029 to the balance shown on theConsolidated Statements of Assets and Liabilities.
| June 30, 2025 | December 31, 2024 | |||||||
| Aggregate principal amount of 6.50% Convertible Notes due 2029 | $ | $ | ||||||
| Direct deduction of deferred debt issuance costs | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| 42 |
SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
SecondAmended and Restated 2019 Equity Incentive Plan
OnMay 28, 2025, the Company’s Board of Directors adopted, and the Company’s stockholders approved, an amendment and restatement of theCompany’s Amended and Restated 2019 Equity Incentive Plan (the “Second Amended & Restated 2019 Equity Incentive Plan”)under which the Company is authorized to grant equity awards for up to shares of its common stock. In accordance with the exemptiverelief granted to the Company by the SEC on June 16, 2020 with respect to the Second Amended & Restated 2019 Equity Incentive Plan,the Company is generally authorized to (i) issue restricted shares as part of the compensation package for certain of its employees,officers and all directors, including non-employee directors (collectively, the “Participants”), (ii) issue options to acquireshares of its common stock (“Options”) to certain employees, officers and employee directors as a part of such compensationpackages, (iii) withhold shares of the Company’s common stock or purchase shares of common stock from the Participants to satisfytax withholding obligations relating to the vesting of restricted shares or the exercise of Options granted to the certain Participantspursuant to the Second Amended & Restated 2019 Equity Incentive Plan, and (iv) permit the Participants to pay the exercise priceof Options granted to them with shares of the Company’s common stock.
Underthe Second Amended & Restated 2019 Equity Incentive Plan, each non-employee director will receive an annual grant of $
Otherthan such restricted shares granted to non-employee directors, the Compensation Committee of the Company’s Board of Directorsmay determine the time or times at which restricted shares and Options granted to other Participants will vest or becomepayable or exercisable, as applicable. The exercise price of each Option will not be less than 100% of the fair market value of theCompany’s common stock on the date the option is granted. However, any optionee who owns more than 10% of the combined votingpower of all classes of the Company’s outstanding common stock (a “10% Stockholder”), will not be eligible for thegrant of an incentive stock option unless the exercise price of the incentive stock option is at least 110% of the fair market valueof the Company’s common stock on the date of grant. Generally, no Option will be exercisable after the expiration of ten yearsfrom the date of grant. In the case of an Option granted to a 10% Stockholder, the term of an incentive stock option will be for nomore than five years from the date of grant.
Duringthe six months ended June 30, 2025, the Company granted restricted shares to the Company’s officers pursuant to the Second Amended& Restated 2019 Equity Incentive Plan.
Forthe six months ended June 30, 2025 and 2024, the Company recognized stock-based compensation expense of $ and $, respectively,not including executive and employee forfeits. As of June 30, 2025 and December 31, 2024, there were approximately $ and $,respectively, of total unrecognized compensation costs related to the restricted share grants. Compensation expense associated with therestricted shares is recognized on a quarterly basis over the respective vesting periods.
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SUROCAPITAL CORP. AND SUBSIDIARIES
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June30, 2025
Number of Restricted Shares | ||||
| Outstanding as of December 31, 2024(1) | ||||
| Granted | ||||
| Vested(2) | ( | ) | ||
| Forfeited | ( | ) | ||
| Outstanding as of June 30, 2025 | ||||
| Total vested since inception as of June 30, 2025 | ||||
| (1) | |
| (2) |
TheSecond Amended & Restated 2019 Equity Incentive Plan provides for the concept of “net share settlement.” Specifically,it provides that the Company is authorized to withhold the Common Stock at the time the restricted shares are vested and taxed in satisfactionof the Participant’s tax obligations.
NOTE12—SUBSEQUENT EVENTS
PortfolioActivity
FromJuly 1, 2025 through August 6, 2025, the Company made the following investment (not including capitalized transactioncosts).
| Portfolio Company | Investment | Transaction Date | Amount | |||||
| Supplying Demand, Inc. (d/b/a Liquid Death) | $ | |||||||
| Total | $ | |||||||
TheCompany is frequently in negotiations with various private companies with respect to investments in such companies. Investments in privatecompanies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, suchclosing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or itsstockholders and termination rights by the seller or the Company. Equity investments made through the secondary market may involve makingdeposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and suchequity investments will be effectuated.
Dividends
OnJuly 3, 2025, the Company’s Board of Directors declared a dividend of $ per share payable on July 31, 2025 to the Company’scommon stockholders of record as of the close of business on July 21, 2025. The dividend will be paid in cash.
Adjustment to ConversionRate of 6.50% Convertible Notes due 2029
Effectiveas of July 21, 2025,
NOTE13—SUPPLEMENTAL FINANCIAL DATA
SummarizedFinancial Information of Unconsolidated Subsidiaries
Inaccordance with the SEC’s Regulation S-X and GAAP, the Company is not permitted to consolidate any subsidiary or other entitythat is not an investment company, including those in which the Company has a controlling interest; however, the Company must disclosecertain financial information related to any subsidiaries or other entities that are considered to be “significant subsidiaries”under the applicable rules of Regulation S-X.
InMay 2020, the SEC adopted rule amendments that impacted the requirement of investment companies, including BDCs, to disclose thefinancial statements of certain of their portfolio companies or acquired funds (the “Final Rules”). The Final Rulesadopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the SecuritiesAct. In accordance with Rules 3-09, 4-08(g), and 10-01(b)(1) of Regulation S-X, the Company must determine if any of itsunconsolidated subsidiaries are considered a “significant subsidiary.” The Final Rules amended the definition of“significant subsidiary” in a manner that was intended to more accurately capture those portfolio companies that weremore likely to materially impact the financial condition of an investment company.
TheCompany’s one controlled portfolio company as of June 30, 2025, Colombier Sponsor II LLC, did not meet the definition of a “significant subsidiary” as set forth in Rule 1-02(w)(2) of Regulation S-X.The Company’s two controlled portfolio companies as of June 30, 2024, SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) andColombier Sponsor II LLC, did not meet the definition of significant subsidiaries under the Final Rules.
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Forward-LookingStatements
Thisquarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-lookingstatements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current andprospective 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.
Theforward-looking statements contained in this quarterly report on Form 10-Q 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. |
Thesestatements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyondour control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-lookingstatements, 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; |
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| ● | 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. |
Althoughwe believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could proveto be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptionsinclude our ability to originate new investments, certain margins and levels of profitability and the availability of additional capital.In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties includethose 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 quarterlyreport on Form 10-Q. The following analysis of our financial condition and results of operations should be read in conjunction with ourcondensed consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q.
Overview
Weare an internally managed, non-diversified closed-end management investment company that has elected to be regulated as a business developmentcompany (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated,and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Codeof 1986, as amended (the “Code”).
Ourinvestment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity andequity-related investments, and to a lesser extent, income from debt investments. We invest principally in the equity securities ofwhat we believe to be rapidly growing venture capital-backed emerging companies. We acquire our investments through directinvestments in prospective portfolio companies, secondary marketplaces for private companies, negotiations with sellingstockholders, and through investments in special purpose vehicles (“SPVs”) and investment funds that invest directly inthe equity or debt of a single private issuer. In addition, we may invest in private credit and in the founders equity, founderswarrants, venture capital investment funds, and private investment in public equity (“PIPE”) transactions of specialpurpose acquisition companies (“SPACs”). We may also invest on an opportunistic basis in select publicly traded equitysecurities, private equity funds and hedge funds that are excluded from the definition of “investment company” underthe 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, or certain non-U.S. companies that otherwisemeet our investment criteria, subject to applicable requirements of the 1940 Act.
Inregard to the regulatory requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligibleportfolio 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. Ifat any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value ofany non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additionalnon-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.
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Ourinvestment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backedcompanies across several key industry themes which may include, among others, Software-as-a-Service, Artificial IntelligenceInfrastructure & Applications, Consumer Goods & Services, Education Technology, Logistics & Supply Chain, FinancialTechnology & Services, and SuRo Capital Sports. Our investment decisions are based on a disciplined analysis of availableinformation regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growthpotential, 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.
Weseek 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. Asour investment strategy is primarily focused on equity positions, our investments generally do not produce current income and thereforewe may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.
Weseek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.
OurHistory
Weformed 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.
Ourdate of inception was January 6, 2011, which is the date we commenced development stage activities. We commenced operations as a BDCupon completion of our IPO in May 2011 and began our investment operations during the second quarter of 2011.
Onand effective March 12, 2019, our Board of Directors approved our Internalization, and we began operating as an internally managed non-diversifiedclosed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Our Board of Directors approvedthe Internalization in order to better align the interests of our stockholders with its management. As an internally managed BDC, weare managed by our employees, rather than the employees of an external investment adviser, thereby allowing for greater transparencyto stockholders through robust disclosure regarding our compensation structure. As a result of the Internalization, we no longer payany fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating costs associatedwith employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionarybonuses and restricted stock grants.
Portfolioand Investment Activity
SixMonths Ended June 30, 2025
Thevalue of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changesin 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 June 30, 2025 of all of our portfolio investments was $243,798,547.
Duringthe six months ended June 30, 2025, we funded investments in an aggregate amount of $6,302,884 (not including capitalized transactioncosts) as shown in the following table:
| Portfolio Company | Investment | Transaction Date | Gross Payments | |||||
| Orchard Technologies, Inc. | Senior Preferred Shares, Series 1 | 1/31/2025 | $ | 222,210 | ||||
| Orchard Technologies, Inc. | Simple Agreement for Future Equity | 1/31/2025 | 80,800 | |||||
| Whoop, Inc. | Simple Agreement for Future Equity | 2/6/2025 | 1,000,000 | |||||
| Plaid Inc.(1) | Common Shares, Class A | 4/4/2025 | 4,999,874 | |||||
| Total | $ | 6,302,884 | ||||||
| (1) | SuRo Capital’s investment in the Class A Common Shares of Plaid Inc. was made through 1789 Capital Nirvana II LP, an SPV in which SuRo Capital is the Sole Limited Partner. SuRo Capital paid a 7% origination fee at the time of investment. |
Duringthe six months ended June 30, 2025, we capitalized fees of $400,237.
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Duringthe six months ended June 30, 2025, we exited or received proceeds from investments in the amount of $41,251,774, net of transactioncosts, and realized a net gain on investments of $21,194,660 (including adjustments to amounts held in escrow receivable) as shown infollowing table:
| Portfolio Company | Transaction Date | Quantity | Average Net Share Price(1) | Net Proceeds | Realized Gain(2) | |||||||||||||
| CoreWeave, Inc.(3) | Various | 222,240 | $ | 113.99 | $ | 25,332,125 | $ | 15,328,543 | ||||||||||
| ServiceTitan, Inc.(4) | Various | 151,515 | $ | 105.07 | 15,919,649 | 5,911,416 | ||||||||||||
| Total | $ | 41,251,774 | $ | 21,239,959 | ||||||||||||||
| (1) | The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable. |
| (2) | Realized gain does not include adjustments to amounts held in escrow receivable. |
| (3) | As of June 20, 2025, we had sold the entirety of our directly held CoreWeave, Inc. public common shares. As of June 30, 2025, we continue to hold the entirety of our interest in CW Opportunity 2 LP. |
| (4) | As of June 27, 2025, we had sold our entire position in ServiceTitan, Inc. public common shares. |
Duringthe six months ended June 30, 2025, we did not write-off any investments.
SixMonths Ended June 30, 2024
Thevalue of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changesin 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 June 30, 2024 of all of our portfolio investments was $182,904,880.
Duringthe six months ended June 30, 2024, we funded investments in an aggregate amount of $34,999,944 (not including capitalized transactioncosts) 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 | |||||
| Total | $ | 34,999,944 | ||||||
| (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 theClass A Interest of CW Opportunity 2 LP. |
Duringthe six months ended June 30, 2024, we capitalized fees of $73,100.
Duringthe six months ended June 30, 2024, we exited or received proceeds from investments (not including short-term U.S. Treasury bills) inthe amount of $10,551,335, net of transaction costs, and realized a net loss on investments of $453,686 (including adjustments to amountsheld 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 | 100,000 | 1.03 | 102,998 | 60,067 | |||||||||||||
| 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) | 6/28/2024 | N/A | N/A | 233,019 | — | |||||||||||||
| Total | $ | 10,551,335 | $ | (357,829 | ) | |||||||||||||
| (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 June 30, 2024, we held 2,296,037 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, we received a returnof capital distribution from our investment in True Global Ventures 4 Plus Pte Ltd. |
Duringthe six months ended June 30, 2024, we did not write-off any investments.
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Resultsof Operations
Comparisonof the three and six months ended June 30, 2025 and 2024
Operatingresults for the three and six months ended June 30, 2025 and 2024 are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Total Investment Income | $ | 167,304 | $ | 1,027,353 | $ | 666,398 | $ | 2,555,444 | ||||||||
| Interest income | 167,304 | 1,027,353 | 317,951 | 2,533,569 | ||||||||||||
| Dividend income | — | — | 348,447 | 21,875 | ||||||||||||
| Total Operating Expenses | $ | 3,889,464 | $ | 4,682,978 | $ | 8,050,327 | $ | 9,433,971 | ||||||||
| Compensation expense | 1,571,856 | 2,198,509 | 3,239,691 | 4,383,827 | ||||||||||||
| Directors’ fees | 175,495 | 167,825 | 346,060 | 338,938 | ||||||||||||
| Interest expense | 1,275,485 | 1,214,267 | 2,535,334 | 2,428,534 | ||||||||||||
| Professional fees | 680,857 | 586,825 | 1,431,081 | 1,315,384 | ||||||||||||
| Income tax expense | (218,745 | ) | 52,794 | (215,949 | ) | 54,894 | ||||||||||
| Other expenses | 404,516 | 462,758 | 714,110 | 912,394 | ||||||||||||
| Net Investment Loss | $ | (3,722,160 | ) | $ | (3,655,625 | ) | $ | (7,383,929 | ) | $ | (6,878,527 | ) | ||||
| Net realized gain/(loss) on investments | 21,212,611 | (29,612 | ) | 21,194,660 | (453,686 | ) | ||||||||||
| Realized loss on partial repurchase of 6.00% Notes due December 30, 2026 | — | — | (15,873 | ) | — | |||||||||||
| Net change in unrealized appreciation/(depreciation) of investments | 44,837,619 | (6,965,946 | ) | 47,726,497 | (25,384,316 | ) | ||||||||||
| Net Change in Net Assets Resulting from Operations | $ | 62,328,070 | $ | (10,651,183 | ) | $ | 61,521,355 | $ | (32,716,529 | ) | ||||||
InvestmentIncome
Investmentincome decreased to $167,304 for the three months ended June 30, 2025 from $1,027,353 for the three months ended June 30, 2024. The netdecrease between periods was primarily due to the cessation of interest income from short-term U.S. Treasury bills and a decrease ininterest income received on cash, in addition to no longer receiving interest income from Architect Capital PayJoy SPV, LLC followingthe redemption of our investment in June 2024. Additional decreases were related to a decrease in interest income from interest accrualson our debt investment in Xgroup Holdings Limited (d/b/a Xpoint) during the three months ended June 30, 2025, relative to the three monthsended June 30, 2024.
Investmentincome decreased to $666,398 for the six months ended June 30, 2025 from $2,555,444 for the six months ended June 30, 2024. The net decreasebetween periods was primarily due to the cessation of interest income from short-term U.S. Treasury bills and a decrease in interestincome received on cash, in addition to no longer receiving interest income from Architect Capital PayJoy SPV, LLC following the redemptionof our investment in June 2024. Additional decreases were related to a decrease in interest income from interest accruals on our debtinvestment in Xgroup Holdings Limited (d/b/a Xpoint), and a decrease in dividend income from Aventine Property Group, Inc. due to thepause placed on their declaration of dividends that began in August 2024. The decreases were offset by an increase in dividend incomefrom CW Opportunity 2 LP during the six months ended June 30, 2025, relative to the six months ended June 30, 2024.
OperatingExpenses
Totaloperating expenses decreased to $3,889,464 for the three months ended June 30, 2025 from $4,682,978 for the three months ended June30, 2024. The decrease in operating expense was primarily due to decreases in compensation expense and other expenses, in additionto a decrease in income tax expense due to the receipt of a prior year tax refund in the current period. These decreases were partially offset byincreases in professional fees, interest expense, and directors’ fees during the three months ended June 30, 2025, relative tothe three months ended June 30, 2024.
Totaloperating expenses decreased to $8,050,327 for the six months ended June 30, 2025 from $9,433,971 for the six months ended June 30,2024. The decrease in operating expense was primarily due to decreases in compensation expense and other expenses, in addition to adecrease in income tax expense due to the receipt of a prior year tax refund in the current period. These decreases were partially offset byincreases in professional fees, interest expense, and directors’ fees during the six months ended June 30, 2025, relative tothe six months ended June 30, 2024.
NetInvestment Loss
Forthe three months ended June 30, 2025, we recognized a net investment loss of $3,722,160, compared to a net investment loss of $3,655,625for the three months ended June 30, 2024. The change between periods resulted from a decrease in total investment income and operatingexpenses during the three months ended June 30, 2025, relative to the three months ended June 30, 2024.
Forthe six months ended June 30, 2025, we recognized a net investment loss of $7,383,929, compared to a net investment loss of $6,878,527for the six months ended June 30, 2024. The change between periods resulted from a decrease in total investment income and operatingexpenses during the six months ended June 30, 2025, relative to the six months ended June 30, 2024.
NetRealized Gain/(Loss) on Investments
Forthe three months ended June 30, 2025, we recognized a net realized gain on our investments of $21,212,611, compared to a netrealized loss of $29,612 for the three months ended June 30, 2024. The components of our net realized gains or losses on portfolioinvestments for the three months ended June 30, 2025 and 2024, excluding short-term U.S. Treasury bills and fluctuations in escrowreceivables estimates, are reflected in the tables above, under “—Portfolio and Investment Activity.”
Forthe six months ended June 30, 2025, we recognized a net realized gain on our investments of $21,194,660, compared to a net realizedloss of $453,686 for the six months ended June 30, 2024. The components of our net realized gains or losses on portfolio investmentsfor the six months ended June 30, 2025 and 2024, excluding short-term U.S. Treasury bills and fluctuations in escrow receivablesestimates, are reflected in the tables above, under “—Portfolio and Investment Activity.”
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NetChange in Unrealized Appreciation/(Depreciation) of Investments
Forthe three months ended June 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $44,837,619. For the three monthsended June 30, 2024, we had a net change in unrealized appreciation/(depreciation) of $(6,965,946). The following tables summarize, byportfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three monthsended June 30, 2025 and 2024.
Portfolio Company | Net Change in Unrealized Appreciation/ (Depreciation) For the Three Months Ended June 30, 2025 | Portfolio Company | Net Change in Unrealized Appreciation/ (Depreciation) For the Three Months Ended June 30, 2024 | |||||||
| CW Opportunity 2 LP | $ | 28,595,524 | Blink Health, Inc. | $ | 8,312,921 | |||||
| Colombier Sponsor II LLC | 10,086,976 | ServiceTitan, Inc. | 1,039,251 | |||||||
| CoreWeave, Inc.(1) | 2,999,023 | StormWind, LLC | (1,865,441 | ) | ||||||
| Canva, Inc. | 2,402,950 | PSQ Holdings, Inc. (d/b/a PublicSquare) | (2,561,945 | ) | ||||||
| Whoop, Inc. | 2,392,797 | Learneo, Inc. (f/k/a Course Hero, Inc.) | (13,945,631 | ) | ||||||
| FourKites, Inc. | 1,513,796 | |||||||||
| Locus Robotics Corp. | 1,434,323 | |||||||||
| Blink Health, Inc. | (2,147,015 | ) | ||||||||
| ServiceTitan, Inc.(1) | (3,393,618 | ) | ||||||||
| Other(2) | 952,863 | Other(2) | 2,054,899 | |||||||
| Total | $ | 44,837,619 | Total | $ | (6,965,946 | ) | ||||
| (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 three months ended June 30, 2025 and 2024. |
Forthe six months ended June 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $47,726,497. For the six monthsended June 30, 2024, we had a net change in unrealized appreciation/(depreciation) of $(25,384,316). The following tables summarize,by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the sixmonths ended June 30, 2025 and 2024.
Portfolio Company | Net Change in Unrealized Appreciation/ (Depreciation) For the Six Months Ended June 30, 2025 | Portfolio Company | Net Change in Unrealized Appreciation/ (Depreciation) For the Six Months Ended June 30, 2024 | |||||||
| CW Opportunity 2 LP | $ | 23,101,890 | Blink Health, Inc. | $ | 8,178,720 | |||||
| Colombier Sponsor II LLC | 18,697,452 | ServiceTitan, Inc. | 2,484,626 | |||||||
| ARK Type One Deep Ventures Fund LLC | 10,121,217 | FourKites, Inc. | 1,904,023 | |||||||
| Whoop, Inc. | 7,814,651 | Xgroup Holdings Limited (d/b/a Xpoint) | 1,114,839 | |||||||
| Shogun Enterprises, Inc. (d/b/a Hearth) | 1,472,377 | Orchard Technologies, Inc. | (1,158,150 | ) | ||||||
| Canva, Inc. | 1,242,894 | Residential Homes for Rent, LLC (d/b/a Second Avenue) | (1,379,719 | ) | ||||||
| PSQ Holdings, Inc. (d/b/a PublicSquare) | (1,059,662 | ) | Forge Global, Inc. | (2,257,374 | ) | |||||
| Learneo, Inc. (f/k/a Course Hero, Inc.) | (1,512,785 | ) | PSQ Holdings, Inc. (d/b/a PublicSquare) | (2,497,333 | ) | |||||
| FourKites, Inc. | (3,122,821 | ) | StormWind, LLC | (3,761,225 | ) | |||||
| ServiceTitan, Inc.(1) | (4,019,480 | ) | Learneo, Inc. (f/k/a Course Hero, Inc.) | (26,944,664 | ) | |||||
| Blink Health, Inc. | (4,028,046 | ) | ||||||||
| Other(2) | (981,190 | ) | Other(2) | (1,068,059 | ) | |||||
| Total | $ | 47,726,497 | Total | $ | (25,384,316 | ) | ||||
| (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 previouslyaccrued 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 six months ended June 30, 2025 and 2024. |
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Liquidityand Capital Resources
Ourliquidity and capital resources are generated primarily from the sales of our investments and the net proceeds from public offeringsof our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussedbelow under “Equity Issuances and Debt Capital Activities — At-the-Market Offering”. On December 17, 2021,we issued $75.0 million aggregate principal amount of our 6.00% Notes due 2026 (the “6.00% Notes due 2026”), of which $39.7million remain outstanding as of June 30, 2025. In addition, on August 14, 2024, we issued $25.0 million in aggregate principal amount of 6.50% ConvertibleNotes due 2029, and on October 9, 2024 and January 16, 2025, we issued $5.0 million and $5.0 million, respectively, in aggregate principalamount of the Additional Notes (as defined below), all of which remain outstanding. For additional information, see “Equity Issuancesand Debt Capital Activities - 6.50% Convertible Notes due 2029” below and “Note 10—Debt Capital Activities” toour Condensed Consolidated Financial Statements as of June 30, 2025.
Ourprimary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the sixmonths ended June 30, 2025 and 2024, our operating expenses, including interest payments on our debt obligations, were $8,050,327 and$9,433,971, respectively.
| Cash Reserves and Liquid Securities | June 30, 2025 | December 31, 2024 | ||||||
| Cash | $ | 49,852,801 | $ | 20,035,640 | ||||
| Restricted cash(1) | 38,741 | — | ||||||
| Securities of publicly traded portfolio companies: | ||||||||
| Unrestricted securities(2) | 2,504,058 | 3,563,407 | ||||||
| Subject to other sales restrictions(3) | — | 14,027,713 | ||||||
| Securities of publicly traded portfolio companies | 2,504,058 | 17,591,120 | ||||||
| Total Cash Reserves and Liquid Securities | $ | 52,395,600 | $ | 37,626,760 | ||||
| (1) | Restricted Cash consists of amounts thatare held in a separate account and are subject to specific contractual restrictions that limit their availability for general corporateuse. |
| (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 six monthsended June 30, 2025, cash increased to $49,891,542 from $20,035,640 at the beginning of the year. The increase in cash was primarilydue to the sale of public securities. The increase was offset by payment of our operating expenses and payment of interest on the 6.00%Notes due 2026 and 6.50% Convertible Notes due 2029.
Currently,we believe we have ample liquidity to support our near-term capital requirements. Consistent with past and current practices, we willcontinue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based uponthe current circumstances.
ContractualObligations
Asummary of our significant contractual payment obligations as of June 30, 2025 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) | $ | 39.7 | $ | — | $ | 39.7 | $ | — | $ | — | ||||||||||
| 6.50% Convertible Notes due 2029(2) | 35.0 | — | — | 35.0 | — | |||||||||||||||
| Operating lease liability | 0.4 | 0.1 | 0.3 | $ | — | — | ||||||||||||||
| Total | $ | 75.1 | $ | 0.1 | $ | 40.0 | $ | 35.0 | $ | — | ||||||||||
| (1) | Reflects the principal balance payable for the 6.00% Notes due 2026 as of June 30, 2025. Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated Financial Statements as of June 30, 2025 for more information. |
| (2) | Reflects the principal balance payable for the 6.50% Convertible Notes due 2029 as of June 30, 2025. Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated Financial Statements as of June 30, 2025 for more information. |
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ShareRepurchase Program
Duringthe three and six months ended June 30, 2025 and 2024, we did not repurchase any shares of our common stock underthe discretionary open-market Share Repurchase Program. As of June 30, 2025, the dollar value of shares that remained available to bepurchased under the Share Repurchase Program is approximately $25.0 million. Currently, the Share Repurchase Program is authorized untilthe earlier of (i) October 31, 2025 or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.
Underthe Share Repurchase Program, we may repurchase our outstanding common stock in the open market, provided that we comply with the prohibitionsunder our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934,as amended (the “Exchange Act”), and the rules promulgated thereunder. For more information on the Share Repurchase Program,see “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of June 30, 2025.
Off-BalanceSheet Arrangements
Asof June 30, 2025 and December 31, 2024, we had no off-balance sheet arrangements, including any risk management of commodity pricingor other hedging practices. However, we may employ hedging and other risk management techniques in the future.
EquityIssuances and Debt Capital Activities
At-the-MarketOffering
OnJuly 29, 2020, we established an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market SalesAgreement 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 aggregateamount of shares of our common stock (the “Shares”) from time to time through the Agents or to them as principal for theirown account. We intend to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with ourinvestment objective and strategy and for general corporate purposes.
Duringthe six months ended June 30, 2025 and 2024, we did not issue or sell Shares under the ATM Program. As of June 30, 2025 and June 30,2024, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.
Referto “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of June 30, 2025 for more informationregarding the ATM Program.
6.00%Notes due 2026 - Note Repurchase Program
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OnAugust 6, 2024, our Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”) whichallows us to repurchase up to $35.0 million of our 6.00% Notes due 2026 through open market purchases, including block purchases, insuch manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2024, the Companyrepurchased and retired $30.3 million of aggregate principal amount of the 6.00% Notes due 2026. During the three and six months endedJune 30, 2025, the Company repurchased and retired $0 and $5.0 million, respectively, of aggregate principal amount of the 6.00% Notes due 2026, resultingin the total use of the authorized amount under the Note Repurchase Program.
Referto “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of June 30, 2025 for moreinformation regarding the 6.00% Notes due 2026.
6.50%Convertible Notes due 2029
OnAugust 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, September30, and December 30 of each year, commencing on September 30, 2024. We received $24.3 million in proceeds from the issuance, net of underwritingdiscounts 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 subsequentofferings to the Purchaser (the “Additional Notes”), or issue additional notes with modified pricing terms (the “NewNotes”), in the aggregate for both the Additional Notes and the New Notes, up to a maximum of $50.0 million in one or more privateofferings. Pursuant to the Notes Purchase Agreement, on October 9, 2024, we issued $5.0 million of Additional Notes to the Purchaser,and on January 16, 2025, we issued an additional $5.0 million of Additional Notes to the Purchaser, which Additional Notes are treatedas a single series with the initial issuance of the 6.50% Convertible Notes due 2029. The 6.50% Convertible Notes due 2029 mature onAugust 14, 2029, unless previously repurchased, redeemed or converted in accordance with their terms. We do not have the right to redeemthe 6.50% Convertible Notes due 2029 prior to August 6, 2027.
The6.50% Convertible Notes due 2029 are convertible into shares of our common stock at the Purchaser’s sole discretion at an initialconversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029, subject to adjustmentas provided in the Notes Purchase Agreement.
Referto “—Recent Developments” and “Note 10—Debt Capital Activities” to our Condensed ConsolidatedFinancial Statements as of June 30, 2025 for more information regarding the 6.50% Convertible Notes due 2029.
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Distributions
Thetiming and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legallyavailable for distribution. The following table lists the distributions, including dividends and returns of capital, if any, per sharethat we have declared since our formation through June 30, 2025. The table is divided by fiscal year according to record date:
| Date Declared | Record Date | Payment Date | Amount per Share | |||||
| Fiscal 2015: | ||||||||
| November 4, 2015(1) | November 16, 2015 | December 31, 2015 | $ | 2.76 | ||||
| Fiscal 2016: | ||||||||
| August 3, 2016(2) | August 16, 2016 | August 24, 2016 | 0.04 | |||||
| Fiscal 2019: | ||||||||
| November 5, 2019(3) | December 2, 2019 | December 12, 2019 | 0.20 | |||||
| December 20, 2019(4) | December 31, 2019 | January 15, 2020 | 0.12 | |||||
| Fiscal 2020: | ||||||||
| July 29, 2020(5) | August 11, 2020 | August 25, 2020 | 0.15 | |||||
| September 28, 2020(6) | October 5, 2020 | October 20, 2020 | 0.25 | |||||
| October 28, 2020(7) | November 10, 2020 | November 30, 2020 | 0.25 | |||||
| December 16, 2020(8) | December 30, 2020 | January 15, 2021 | 0.22 | |||||
| Fiscal 2021: | ||||||||
| January 26, 2021(9) | February 5, 2021 | February 19, 2021 | 0.25 | |||||
| March 8, 2021(10) | March 30, 2021 | April 15, 2021 | 0.25 | |||||
| May 4, 2021(11) | May 18, 2021 | June 30, 2021 | 2.50 | |||||
| August 3, 2021(12) | August 18, 2021 | September 30, 2021 | 2.25 | |||||
| November 2, 2021(13) | November 17, 2021 | December 30, 2021 | 2.00 | |||||
| December 20, 2021(14) | December 31, 2021 | January 14, 2022 | 0.75 | |||||
| Fiscal 2022: | ||||||||
| March 8, 2022(15) | March 25, 2022 | April 15, 2022 | 0.11 | |||||
| Total | $ | 12.10 | ||||||
| (1) | The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well as cash of $26,358,885. The number of shares of common stock comprising the stock portion was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015. None of the $2.76 per share distribution represented a return of capital. |
| (2) | Of the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from realized gains, and $66,487 represented a return of capital. |
| (3) | All of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized gains. None of the distribution represented a return of capital. |
| (4) | All of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital. |
| (5) | All of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital. |
| (6) | All of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital. |
| (7) | All of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital. |
| (8) | All of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital. |
| (9) | All of the $4,981,131 distribution paid on February 19, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital. |
| (10) | All of the $6,051,304 distribution paid on April 15, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital. |
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| (11) | The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,335,527 shares of common stock issued in lieu of cash, or approximately 9.6% of our outstanding shares prior to the distribution, as well as cash of $29,987,589. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.07 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on May 12, 13, and 14, 2021. None of the $2.50 per share distribution represented a return of capital. |
| (12) | The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,225,193 shares of common stock issued in lieu of cash, or approximately 8.4% of our outstanding shares prior to the distribution, as well as cash of $29,599,164. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.55 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on August 11, 12, and 13, 2021. None of the $2.25 per share distribution represented a return of capital. |
| (13) | The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,170,807 shares of common stock issued in lieu of cash, or approximately 7.5% of our outstanding shares prior to the distribution, as well as cash of $28,494,812. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.39 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on November 11, 12, and 13, 2021. None of the $2.00 per share distribution represented a return of capital. |
| (14) | All of the $23,338,915 distribution paid on January 14, 2022 represented a distribution from realized gains. None of the distribution represented a return of capital. |
| (15) | All of the $3,441,824 distribution paid on April 15, 2022 represented a distribution from realized gains. None of the distribution represented a return of capital. |
Weintend to focus on making equity investments from which we will derive primarily capital gains. As a consequence, we do not anticipatethat we will pay distributions on a quarterly basis or become a predictable distributor of distributions, and we expect that our distributions,if any, will be much less consistent than the distributions of other BDCs that primarily make debt investments. If there are earningsor realized capital gains to be distributed, we intend to declare and pay a distribution at least annually. The amount of realized capitalgains available for distribution to stockholders will be impacted by our tax status.
Ourcurrent intention is to make any future distributions out of assets legally available therefrom in the form of additional shares of ourcommon stock under our dividend reinvestment plan (“DRIP”), except in the case of stockholders who elect to receive dividendsand/or long-term capital gains distributions in cash. Under the DRIP, if a stockholder owns shares of common stock registered in itsown name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additionalshares of common stock unless the stockholder opts out of our DRIP by delivering a written notice to our dividend paying agent priorto the record date of the next dividend or distribution. Any distributions reinvested under the plan will nevertheless be treated asreceived by the U.S. stockholder for U.S. federal income tax purposes, although no cash distribution has been made. As a result, if astockholder does not elect to opt out of the DRIP, it will be required to pay applicable federal, state and local taxes on any reinvesteddividends even though such stockholder will not receive a corresponding cash distribution. Stockholders that hold shares in the nameof a broker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributionsin cash.
Solong as we qualify as a RIC, we generally will not be subject to U.S. federal and state income taxes on any ordinary income or capitalgains that we distribute at least annually to our stockholders as dividends. To the extent all our ordinary income and capital gainsare timely distributed to our stockholders as dividends, any tax liability related to income earned by the RIC will represent obligationsof our investors and will not be reflected in our consolidated financial statements. See “Note 2—Significant Accounting Policies—U.S.Federal and State Income Taxes” and “Note 9—Income Taxes” to our Consolidated Financial Statements as ofJune 30, 2025 for more information. The Taxable Subsidiaries included in our Consolidated Financial Statements are subject to U.S. federalincome tax imposed at corporate rates on their income, regardless of whether we are taxed as a RIC. The Taxable Subsidiaries are notconsolidated for U.S. federal income tax purposes and may generate income tax expenses as a result of their ownership of the portfoliocompanies. Such income tax expenses and deferred taxes, if any, will be reflected in our Consolidated Financial Statements.
CriticalAccounting Estimates and Policies
Criticalaccounting 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 aboutthe effects of matters that are inherently uncertain. These include estimates of the fair value of our Level 3 investments and otherestimates that affect the reported amounts of assets and liabilities as of the date of the Condensed Consolidated Financial Statementsand the reported amounts of certain revenues and expenses during the reporting period. It is likely that changes in these estimates willoccur in the near term. Our estimates are inherently subjective in nature and actual results could differ materially from such estimates.See “Note 2—Significant Accounting Policies” to our Condensed Consolidated Financial Statements as of June 30, 2025for further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements.
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Related-PartyTransactions
See“Note 3—Related-Party Arrangements” to our Condensed Consolidated Financial Statements as of June 30, 2025 for moreinformation.
RecentDevelopments
PortfolioActivity
Pleaserefer to “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of June 30, 2025 for detailsregarding activity in our investment portfolio from July 1, 2025 through August 6, 2025.
Weare frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companiesare generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditionsmay include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and terminationrights by the seller or us. Equity investments made through the secondary market may involve making deposits in escrow accounts untilthe applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.
Dividends
OnJuly 3, 2025, our Board of Directors declared a dividend of $0.25 per share payable on July 31, 2025 to our common stockholders of recordas of the close of business on July 21, 2025. The dividend will be paid in cash.
Adjustment to ConversionRate of 6.50% Convertible Notes due 2029
Effectiveas of July 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes due 2029 was adjusted to $7.53 per share (132.7530shares of our common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029) from the initial conversion price of$7.75 per share (129.0323 shares of our common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029), which hadbeen effective since issuance. The adjustment to the conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to theNote Purchase Agreement governing the 6.50% Convertible Notes due 2029 as a result of our cash dividend of $0.25 per share, paid on July31, 2025 to stockholders of record as of the close of business on July 21, 2025.
Item3. Quantitative and Qualitative Disclosures about Market Risk
MarketRisk
Ourequity investments are primarily in growth companies that in many cases have short operating histories and are generally illiquid. Inaddition to the risk that these companies may fail to achieve their objectives, the price we may receive for these companies in privatetransactions may be significantly impacted by periods of disruption and instability in the capital markets. While these periods of disruptiongenerally have little actual impact on the operating results of our equity investments, these events may significantly impact the pricesthat market participants will pay for our equity investments in private transactions. This may have a significant impact on the valuationof our equity investments.
ValuationRisk
Ourinvestments may not have a readily available market quotation, as such term is defined in Rule 2a-5 under the 1940 Act, and we valuethese investments at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. Thereis no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be appliedto the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for thetypes of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readilyavailable market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty ofvaluation, these estimated values may differ significantly from the values that would have been used had a ready market for the investmentsexisted, and it is possible that the difference could be material. In addition, if we were required to liquidate a portfolio investmentin a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
InterestRate Risk
Weare subject to financial market risks, which could include, to the extent we utilize leverage with variable rate structures, changesin interest rates. As we invest primarily in equity rather than debt instruments, we would not expect fluctuations in interest ratesto directly impact the return on our portfolio investments, although any significant change in market interest rates could potentiallyhave an adverse effect on the business, financial condition and results of operations of the portfolio companies in which we invest.As of June 30, 2025, all of our debt investments and outstanding borrowings bore fixed rates of interest.
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Item4. Controls and Procedures
Evaluationof Disclosure Controls and Procedures
Asof June 30, 2025, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of thedesign and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedureswere effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed,summarized and reported within the time periods specified by the SEC and that such information is accumulated and communicated to ourmanagement, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regardingrequired disclosure. However, in evaluating the disclosure controls and procedures, management recognizes that any controls and procedures,no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and managementnecessarily is required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
Changesin Internal Control Over Financial Reporting
Therehave been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the ExchangeAct) that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect,our internal control over financial reporting.
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PARTII
Item1. Legal Proceedings
Weare not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened againstus. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relatingto the enforcement of our rights under contracts with our portfolio companies. Furthermore, third parties may seek to impose liabilityon us in connection with the activities of our portfolio companies. Our business is also subject to extensive regulation, which may resultin regulatory proceedings against us. While the outcome of any future legal or regulatory proceedings cannot be predicted with certainty,we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Item1A. Risk Factors
Item2. Unregistered Sales of Equity Securities and Use of Proceeds
Salesof Unregistered Equity Securities
Wedid not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933,as amended.
IssuerPurchases of Equity Securities(1)
Informationrelating to our purchases of our common stock during the six months ended June 30, 2025 is as follows:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Share Repurchase Program | ||||||||||||
| January 1 through January 31, 2025 | — | $ | — | — | $ | 25,000,000 | ||||||||||
| February 1 through February 28, 2025 | — | — | — | 25,000,000 | ||||||||||||
| March 1 through March 31, 2025 | — | — | — | 25,000,000 | ||||||||||||
| April 1 through April 30, 2025 | — | — | — | 25,000,000 | ||||||||||||
| May 1 through May 31, 2025 | — | — | — | 25,000,000 | ||||||||||||
| June 1 through June 30, 2025 | — | — | — | 25,000,000 | ||||||||||||
| Total | — | — | ||||||||||||||
| (1) | On October 9, 2024, our Board of Directors approved an extension of, and an increase in the amount of shares of our common stock that may be repurchased under, the 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. The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities. The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate us to acquire any specific number of shares of our common stock. During the three and six months ended June 30, 2025, we did not repurchase shares of common stock under the Share Repurchase Program. As of June 30, 2025, the dollar value of shares that remained available to be purchased under the Share Repurchase Program was approximately $25.0 million. For more information on the Share Repurchase Program, see “Note 5 — Common Stock” to our Condensed Consolidated Financial Statements as of June 30, 2025. |
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Item3. Defaults Upon Senior Securities
None.
Item4. Mine Safety Disclosures
Notapplicable.
Item5. Other Information
(a)None.
(b)None.
TheCompany has
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Item6. Exhibits
Thefollowing exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
| (1) | Previously filed in connection with Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-171578), filed on March 30, 2011, and incorporated by reference herein. |
| (2) | Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852), filed on June 1, 2011, and incorporated by reference herein. |
| (3) | Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on August 1, 2019, and incorporated by reference herein. |
| (4) | Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on June 16, 2020, and incorporated by reference herein. |
| (5) | Previously filed in connection with the Registrant’s Registration Statement on Form N-2 (File No. 333-239681), filed on July 2, 2020, and incorporated by reference herein. |
| (6) | Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on December 17, 2021, and incorporated by reference herein. |
| (7) | Previously filed in connection with the Registrant’s Annual Report on Form 10-K (File No. 814-00852) filed on March 11, 2022, and incorporated by reference herein. |
| (8) | Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852), filed on May 30, 2025, and incorporated by reference herein. |
| * | Filed herewith. |
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SIGNATURES
Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.
| SURO CAPITAL CORP. | |||
| Date: | August 7, 2025 | By: | /s/ Mark D. Klein |
| Mark D. Klein | |||
| Chairman, President and Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Date: | August 7, 2025 | By: | /s/ Allison Green |
| Allison Green | |||
| Chief Financial Officer, Chief Compliance Officer, Treasurer, and Corporate Secretary | |||
| (Principal Financial and Accounting Officer) |
Pursuantto the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.
| Date: August 7, 2025 | By: | /s/ Mark D. Klein | |
Mark D. Klein Chairman, President and Chief Executive Officer (Principal Executive Officer) | |||
| Date: August 7, 2025 | By: | /s/ Allison Green | |
Allison Green Chief Financial Officer, Chief Compliance Officer, Treasurer, and Corporate Secretary (PrincipalFinancial and Accounting Officer) |
| 61 |
Exhibit31.1
Certificationof Chief Executive Officer of SuRo Capital Corp.
pursuantto Rule 13a-14(a) under the Exchange Act,
asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I,Mark D. Klein, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of SuRo Capital Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Datedthis 7th day of August, 2025.
| By: | /s/ Mark Klein | |
| Mark D. Klein | ||
| Chief Executive Officer |
Exhibit31.2
Certificationof Chief Financial Officer of SuRo Capital Corp.
pursuantto Rule 13a-14(a) under the Exchange Act,
asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I,Allison Green, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of SuRo Capital Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Datedthis 7th day of August, 2025.
| By: | /s/ Allison Green | |
| Allison Green | ||
| Chief Financial Officer |
Exhibit32.1
Certificationof Chief Executive Officer
Pursuantto
Section906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Inconnection with the quarterly report on Form 10-Q for the three and six months ended June 30, 2025 (the “Report”) of SuRoCapital Corp. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Mark D. Klein,the Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| /s/ Mark D. Klein | |
| Name: Mark D. Klein | |
| Date: August 7, 2025 |
Exhibit32.2
Certificationof Chief Financial Officer
Pursuantto
Section906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
Inconnection with the quarterly report on Form 10-Q for the three and six months ended June 30, 2025 (the “Report”) of SuRoCapital Corp. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Allison Green,the Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| /s/ Allison Green | |
| Name: Allison Green | |
| Date: August 7, 2025 |