UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 10-Q
____________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2022
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 814-00852
__________________________
SuRo Capital Corp.
(Exact name of registrant as specified in its charter)
____________________________
|
|
|
|
|
|
Maryland |
27-4443543 |
(State of incorporation) |
(I.R.S. Employer Identification No.) |
640 Fifth Avenue, 12th Floor, New York, NY |
10019 |
(Address of principal executive offices) |
(Zip Code) |
|
|
(212) 931-6331 |
(Registrant’s telephone number, including area code) |
Securities Registered Pursuant to Section 12(b) of the
Act:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of Each Class |
|
Trading Symbol |
|
Name of Each Exchange on Which Registered |
Common Stock, par value $0.01 per share |
|
SSSS |
|
Nasdaq Global Select Market
|
6.00% Notes due 2026 |
|
SSSSL |
|
Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter periods as the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES
x
NO
¨
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the
registrant was required to submit such files). YES
¨
NO
¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
x
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
o
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). YES
¨
NO
x
The issuer had 30,724,976 shares of common stock, $0.01 par value
per share, outstanding as of May 4, 2022.
SURO CAPITAL CORP.
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
PAGE |
PART I. FINANCIAL INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PART II. OTHER INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PART I
Item 1. Financial Statements and
Supplementary Data
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
ASSETS |
|
|
|
Investments at fair value: |
|
|
|
Non-controlled/non-affiliate investments (cost of $145,417,242 and
$146,360,300, respectively) |
$ |
252,569,218 |
|
|
$ |
231,768,290 |
|
Non-controlled/affiliate investments (cost of $41,211,183 and
$41,211,183, respectively) |
14,319,986 |
|
|
14,609,089 |
|
Controlled investments (cost of $19,883,894 and $19,883,894,
respectively) |
13,888,874 |
|
|
13,758,874 |
|
|
|
|
|
|
|
|
|
Total Investments (cost of $206,512,319 and $207,455,377,
respectively) |
280,778,078 |
|
|
260,136,253 |
|
Cash |
172,839,141 |
|
|
198,437,078 |
|
|
|
|
|
Proceeds receivable |
— |
|
|
52,493 |
|
|
|
|
|
|
|
|
|
Escrow proceeds receivable |
4,577,518 |
|
|
2,046,645 |
|
Interest and dividends receivable |
87,815 |
|
|
83,655 |
|
Deferred financing costs |
606,607 |
|
|
621,719 |
|
Prepaid expenses and other assets(1)
|
790,211 |
|
|
937,984 |
|
Total Assets |
459,679,370 |
|
|
462,315,827 |
|
LIABILITIES |
|
|
|
|
|
|
|
Accounts payable and accrued expenses(1)
|
1,649,388 |
|
|
875,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest payable |
— |
|
|
175,000 |
|
Dividends payable |
3,751,013 |
|
|
23,390,048 |
|
Payable for securities purchased |
460,048 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.00% Notes due December 30, 2026(2)
|
73,117,394 |
|
|
73,029,108 |
|
Total Liabilities |
78,977,843 |
|
|
97,469,203 |
|
Commitments and contingencies (Notes 7 and 10) |
|
|
|
Net Assets |
$ |
380,701,527 |
|
|
$ |
364,846,624 |
|
NET ASSETS |
|
|
|
Common stock, par value $0.01 per share (100,000,000 authorized;
31,164,443 and 31,118,556 issued and outstanding,
respectively) |
$ |
311,644 |
|
|
$ |
311,185 |
|
Paid-in capital in excess of par |
348,919,222 |
|
|
350,079,409 |
|
|
|
|
|
Accumulated net investment loss |
(54,349,302) |
|
|
(50,124,597) |
|
Accumulated net realized gain on investments, net of
distributions |
11,554,193 |
|
|
11,899,742 |
|
Accumulated net unrealized appreciation of investments |
74,265,770 |
|
|
52,680,885 |
|
Net Assets |
$ |
380,701,527 |
|
|
$ |
364,846,624 |
|
Net Asset Value Per Share |
$ |
12.22 |
|
|
$ |
11.72 |
|
See accompanying notes to condensed consolidated financial
statements.
__________________________________________________
(1) This balance includes a right of use
asset and corresponding operating lease liability, respectively.
Refer to "Note 7—Commitments and Contingencies—Operating
Leases and Related Deposits"
for more detail.
(2) As of March 31, 2022, the 6.00% Notes
due December 30, 2026 (effective interest rate of 6.53%) had a face
value $75,000,000. As of December 31, 2021, the 6.00% Notes due
December 30, 2026 (effective interest rate of 6.13%) had a face
value $75,000,000. Refer to “Note 10—Debt Capital Activities” for a
reconciliation of the carrying value to the face
value.
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
INVESTMENT INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/non-affiliate investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
162,455 |
|
|
$ |
166,845 |
|
|
|
|
|
|
|
|
|
|
Dividend income |
|
130,645 |
|
|
21,875 |
|
|
|
|
|
|
|
|
|
|
Non-controlled/affiliate investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income |
|
— |
|
|
102,632 |
|
|
|
|
|
|
|
|
|
|
Controlled investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
290,000 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Income |
|
583,100 |
|
|
291,352 |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation expense |
|
1,860,702 |
|
|
1,293,310 |
|
|
|
|
|
|
|
|
|
|
Directors’ fees |
|
160,565 |
|
|
111,250 |
|
|
|
|
|
|
|
|
|
|
Professional fees |
|
1,272,713 |
|
|
973,159 |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
1,200,786 |
|
|
504,793 |
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
2,050 |
|
|
2,025 |
|
|
|
|
|
|
|
|
|
|
Other expenses |
|
310,989 |
|
|
241,133 |
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
4,807,805 |
|
|
3,125,670 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Loss |
|
(4,224,705) |
|
|
(2,834,318) |
|
|
|
|
|
|
|
|
|
|
Realized Gain on Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments |
|
3,096,275 |
|
|
112,152,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized Gain on Investments |
|
3,096,275 |
|
|
112,152,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Unrealized Appreciation/(Depreciation) of
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments |
|
21,743,987 |
|
|
(3,265,307) |
|
|
|
|
|
|
|
|
|
|
Non-controlled/affiliate investments |
|
(289,102) |
|
|
1,844,470 |
|
|
|
|
|
|
|
|
|
|
Controlled investments |
|
130,000 |
|
|
105,000 |
|
|
|
|
|
|
|
|
|
|
Net Change in Unrealized Appreciation/(Depreciation) of
Investments |
|
21,584,885 |
|
|
(1,315,837) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in Net Assets Resulting from
Operations |
|
$ |
20,456,455 |
|
|
$ |
108,002,363 |
|
|
|
|
|
|
|
|
|
|
Net Change in Net Assets Resulting from
Operations per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.66 |
|
|
$ |
5.27 |
|
|
|
|
|
|
|
|
|
|
Diluted(1)
|
|
$ |
0.66 |
|
|
$ |
4.50 |
|
|
|
|
|
|
|
|
|
|
Weighted-Average Common Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
31,228,046 |
|
|
20,486,621 |
|
|
|
|
|
|
|
|
|
|
Diluted(1)
|
|
31,228,046 |
|
|
24,123,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
____________________________________________________________________________________________________________________________
(1) As of March 31, 2022, there were no
potentially dilutive securities outstanding.
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2022 |
|
2021 |
|
|
|
|
|
Net Assets at Beginning of Year |
$ |
364,846,624 |
|
|
$ |
301,583,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Net Assets Resulting from Operations |
|
|
|
|
|
|
|
|
Net investment loss |
$ |
(4,224,705) |
|
|
$ |
(2,834,318) |
|
|
|
|
|
|
Net realized gain on investments |
3,096,275 |
|
|
112,152,518 |
|
|
|
|
|
|
Net change in unrealized appreciation/(depreciation)
of investments |
21,584,885 |
|
|
(1,315,837) |
|
|
|
|
|
|
Net Change in Net Assets Resulting from Operations |
20,456,455 |
|
|
108,002,363 |
|
|
|
|
|
|
Distributions |
|
|
|
|
|
|
|
|
Dividends declared |
(3,441,824) |
|
|
(11,032,436) |
|
|
|
|
|
|
Total Distributions |
$ |
(3,441,824) |
|
|
$ |
(11,032,436) |
|
|
|
|
|
|
Change in Net Assets Resulting from Capital
Transactions |
|
|
|
|
|
|
|
|
Issuance of common stock from public offering |
229,896 |
|
|
— |
|
|
|
|
|
|
Issuance of common stock from conversion of 4.75% Convertible Notes
due 2023 |
— |
|
|
37,259,819 |
|
|
|
|
|
|
Stock-based compensation |
(30,016) |
|
|
148,802 |
|
|
|
|
|
|
Repurchases of common stock |
(1,359,607) |
|
|
— |
|
|
|
|
|
|
Net Change in Net Assets Resulting from Capital
Transactions |
(1,159,727) |
|
|
37,408,621 |
|
|
|
|
|
|
Total Change in Net Assets |
15,854,904 |
|
|
134,378,548 |
|
|
|
|
|
|
Net Assets at March 31 |
$ |
380,701,528 |
|
|
$ |
435,961,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Share Activity |
|
|
|
|
|
|
|
|
Shares outstanding at beginning of year |
31,118,556 |
|
|
19,914,023 |
|
|
|
|
|
|
Issuance of common stock from public offering |
17,807 |
|
|
— |
|
|
|
|
|
|
Issuance of common stock under restricted stock plan |
181,597 |
|
|
193,385 |
|
|
|
|
|
|
Issuance of common stock from conversion of 4.75% Convertible Notes
due 2023 |
— |
|
|
4,097,808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares repurchased |
(153,517) |
|
|
— |
|
|
|
|
|
|
Shares Outstanding at End of Period |
31,164,443 |
|
|
24,205,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2022 |
|
2021 |
|
|
|
|
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
Net change in net assets resulting from operations |
$ |
20,456,455 |
|
|
$ |
108,002,363 |
|
|
|
|
|
|
Adjustments to reconcile net change in net assets resulting from
operations to net cash provided by/(used in) operating
activities: |
|
|
|
|
|
|
|
|
Net realized gain on investments |
(3,096,275) |
|
|
(112,152,518) |
|
|
|
|
|
|
Net change in unrealized (appreciation)/depreciation of
investments |
(21,584,885) |
|
|
1,315,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of discount on 4.75% Convertible Senior Notes due
2023 |
— |
|
|
76,925 |
|
|
|
|
|
|
Amortization of discount on 6.00% Notes due 2026 |
104,940 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
(30,016) |
|
|
148,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to escrow proceeds receivable |
2,751,610 |
|
|
(144) |
|
|
|
|
|
|
Forfeited interest on 4.75% Convertible Senior Notes due
2023 |
— |
|
|
102,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments in: |
|
|
|
|
|
|
|
|
Portfolio investments |
— |
|
|
(9,503,636) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales or maturity of investments in: |
|
|
|
|
|
|
|
|
Portfolio investments |
1,287,722 |
|
|
125,277,788 |
|
|
|
|
|
|
U.S. Treasury bills |
— |
|
|
150,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other assets |
147,773 |
|
|
82,593 |
|
|
|
|
|
|
Interest and dividends receivable |
(4,160) |
|
|
93,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds receivable |
52,493 |
|
|
— |
|
|
|
|
|
|
Escrow proceeds receivable |
(2,530,873) |
|
|
155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payable for securities purchased |
460,048 |
|
|
(134,250,000) |
|
|
|
|
|
|
Accounts payable and accrued expenses |
774,341 |
|
|
854,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax payable |
— |
|
|
(35,850) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest payable |
(175,000) |
|
|
(453,803) |
|
|
|
|
|
|
Net Cash Provided by/(Used in) Operating Activities |
(1,385,827) |
|
|
129,559,282 |
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
Proceeds from the issuance of common stock, net |
229,896 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption of 4.75% Convertible Senior Notes due 2023 |
— |
|
|
(290,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchases of common stock |
(1,359,607) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid |
(23,080,859) |
|
|
(9,349,364) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for fractional shares |
— |
|
|
(100) |
|
|
|
|
|
|
Deferred financing costs |
(1,540) |
|
|
(13,977) |
|
|
|
|
|
|
Net Cash Used in Financing Activities |
(24,212,110) |
|
|
(9,653,441) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Increase/(Decrease) in Cash Balance |
(25,597,937) |
|
|
119,905,841 |
|
|
|
|
|
|
Cash Balance at Beginning of Year |
198,437,078 |
|
|
45,793,724 |
|
|
|
|
|
|
Cash Balance at End of Period |
$ |
172,839,141 |
|
|
$ |
165,699,565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Information: |
2022 |
|
2021 |
|
|
|
|
|
Interest paid |
$ |
1,287,500 |
|
|
$ |
794,206 |
|
|
|
|
|
|
Taxes paid |
2,050 |
|
|
37,875 |
|
|
|
|
|
|
Conversion of 4.75% Convertible Senior Notes due 2023 |
— |
|
|
37,925,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(UNAUDITED)
March 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Investments* |
|
Headquarters/
Industry |
|
Date of Initial Investment |
|
Shares/
Principal |
|
Cost |
|
Fair Value |
|
% of Net
Assets |
NON-CONTROLLED/NON-AFFILIATE |
|
|
|
|
|
|
|
|
|
|
|
|
Course Hero, Inc. |
|
Redwood City, CA |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series A 8% |
|
Online Education |
|
9/18/2014 |
|
2,145,509 |
|
|
$ |
5,000,001 |
|
|
$ |
66,801,229 |
|
|
17.55 |
% |
Preferred shares, Series C 8% |
|
|
|
11/5/2021 |
|
275,659 |
|
|
9,999,971 |
|
|
9,999,971 |
|
|
2.63 |
% |
Total |
|
|
|
|
|
|
|
14,999,972 |
|
|
76,801,200 |
|
|
20.17 |
% |
Forge Global Holdings, Inc.**
|
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Common shares(3)
|
|
Online Marketplace Finance |
|
7/20/2011 |
|
2,454,791 |
|
|
2,526,223 |
|
|
62,376,239 |
|
|
16.38 |
% |
Common warrants, Strike Price $3.98, Expiration Date
11/9/2025(3)(17)
|
|
|
|
7/19/2011 |
|
230,144 |
|
|
— |
|
|
368,474 |
|
|
0.10 |
% |
Total |
|
|
|
|
|
|
|
2,526,223 |
|
|
62,744,713 |
|
|
16.48 |
% |
Blink Health, Inc. |
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series A |
|
Pharmaceutical Technology |
|
10/27/2020 |
|
238,095 |
|
|
5,000,423 |
|
|
3,797,566 |
|
|
1.00 |
% |
Preferred shares, Series C |
|
|
|
10/27/2020 |
|
261,944 |
|
|
10,003,917 |
|
|
9,999,974 |
|
|
2.63 |
% |
Total |
|
|
|
|
|
|
|
15,004,340 |
|
|
13,797,540 |
|
|
3.62 |
% |
Aspiration Partners, Inc. |
|
Marina Del Rey, CA |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series A |
|
Financial Services |
|
8/11/2015 |
|
540,270 |
|
|
1,001,815 |
|
|
11,002,528 |
|
|
2.89 |
% |
Preferred shares, Series C-3 |
|
|
|
8/12/2019 |
|
24,912 |
|
|
281,190 |
|
|
507,330 |
|
|
0.13 |
% |
Total |
|
|
|
|
|
|
|
1,283,005 |
|
|
11,509,858 |
|
|
3.02 |
% |
Orchard Technologies, Inc. |
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series D |
|
Real Estate Platform |
|
8/9/2021 |
|
1,488,139 |
|
|
10,004,034 |
|
|
9,999,996 |
|
|
2.63 |
% |
Nextdoor Holdings, Inc.**
|
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Common shares, Class B(3)
|
|
Social Networking |
|
9/27/2018 |
|
1,802,416 |
|
|
10,002,666 |
|
|
9,986,736 |
|
|
2.62 |
% |
Trax Ltd.**
|
|
Singapore, Singapore |
|
|
|
|
|
|
|
|
|
|
Common shares |
|
Retail Technology |
|
6/9/2021 |
|
55,591 |
|
|
2,781,148 |
|
|
2,437,699 |
|
|
0.64 |
% |
Preferred shares, Investec series |
|
|
|
6/9/2021 |
|
144,409 |
|
|
7,224,600 |
|
|
6,332,422 |
|
|
1.66 |
% |
Total |
|
|
|
|
|
|
|
10,005,748 |
|
|
8,770,121 |
|
|
2.30 |
% |
Varo Money, Inc. |
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Common shares |
|
Financial Services |
|
8/11/2021 |
|
1,079,266 |
|
|
10,005,548 |
|
|
8,247,919 |
|
|
2.17 |
% |
Shogun Enterprises, Inc. |
|
Austin, TX |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series B-1 |
|
Home Improvement Finance |
|
2/26/2021 |
|
436,844 |
|
|
3,501,657 |
|
|
3,499,994 |
|
|
0.92 |
% |
Preferred shares, Series B-2 |
|
|
|
2/26/2021 |
|
301,750 |
|
|
3,501,661 |
|
|
3,499,998 |
|
|
0.92 |
% |
Total |
|
|
|
|
|
|
|
7,003,318 |
|
|
6,999,992 |
|
|
1.84 |
% |
NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate
Corp.)**
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Common shares***(3)(14)
|
|
Cannabis REIT |
|
8/12/2019 |
|
251,119 |
|
|
5,106,094 |
|
|
6,277,975 |
|
|
1.65 |
% |
Skillsoft Corp.**
|
|
Nashua, NH |
|
|
|
|
|
|
|
|
|
|
Common shares(3)
|
|
Online Education |
|
6/8/2021 |
|
981,843 |
|
|
9,818,430 |
|
|
5,930,332 |
|
|
1.56 |
% |
Rover Group, Inc.**
|
|
Seattle, WA |
|
|
|
|
|
|
|
|
|
|
Common shares(3)
|
|
Peer-to-Peer Pet Services |
|
11/3/2014 |
|
795,637 |
|
|
2,360,342 |
|
|
4,590,825 |
|
|
1.21 |
% |
Neutron Holdings, Inc. (d/b/a/ Lime) |
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Junior Preferred shares, Series 1-D |
|
Micromobility |
|
1/25/2019 |
|
41,237,113 |
|
|
10,007,322 |
|
|
3,485,014 |
|
|
0.92 |
% |
Junior Preferred Convertible Note 4% Due 5/11/2027*** |
|
|
|
5/11/2020 |
|
$ |
506,339 |
|
|
506,339 |
|
|
506,339 |
|
|
0.13 |
% |
Common Warrants, Strike Price $0.01, Expiration Date
5/11/2027 |
|
|
|
5/11/2020 |
|
2,032,967 |
|
|
— |
|
|
— |
|
|
— |
% |
Total |
|
|
|
|
|
|
|
10,513,661 |
|
|
3,991,353 |
|
|
1.05 |
% |
Enjoy Technology, Inc.**
|
|
Menlo Park, CA |
|
|
|
|
|
|
|
|
|
|
Common shares(3)
|
|
On-Demand Commerce |
|
10/16/2014 |
|
1,070,919 |
|
|
5,526,777 |
|
|
3,947,407 |
|
|
1.04 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) -
continued
March 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Investments* |
|
Headquarters/
Industry |
|
Date of Initial Investment |
|
Shares/
Principal |
|
Cost |
|
Fair Value |
|
% of Net
Assets |
True Global Ventures 4 Plus Pte Ltd**(8)
|
|
Singapore, Singapore |
|
|
|
|
|
|
|
|
|
|
Limited Partner Fund Investment |
|
Venture Investment Fund |
|
8/27/2021 |
|
1 |
|
|
$ |
713,505 |
|
|
$ |
3,937,828 |
|
|
1.03 |
% |
Residential Homes for Rent, LLC (d/b/a Second Avenue) |
|
Chicago, IL |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series A(6)
|
|
Real Estate Platform |
|
12/23/2020 |
|
150,000 |
|
|
1,500,000 |
|
|
2,081,673 |
|
|
0.55 |
% |
Term loan 15%, Due 12/23/2023***(13)
|
|
|
|
12/23/2020 |
|
$ |
1,750,000 |
|
|
1,750,000 |
|
|
1,750,000 |
|
|
0.46 |
% |
Total |
|
|
|
|
|
|
|
3,250,000 |
|
|
3,831,673 |
|
|
1.01 |
% |
PayJoy, Inc. |
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Preferred shares |
|
Mobile Access Technology |
|
7/23/2021 |
|
244,117 |
|
|
2,501,570 |
|
|
2,500,002 |
|
|
0.66 |
% |
Aventine Property Group, Inc.(12)
|
|
Chicago, IL |
|
|
|
|
|
|
|
|
|
|
Common shares*** |
|
Cannabis REIT |
|
9/11/2019 |
|
312,500 |
|
|
2,580,750 |
|
|
2,228,187 |
|
|
0.59 |
% |
Rent the Runway, Inc.**
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Common shares(3)
|
|
Subscription Fashion Rental |
|
6/17/2020 |
|
339,191 |
|
|
5,153,945 |
|
|
2,196,804 |
|
|
0.58 |
% |
Commercial Streaming Solutions Inc. (d/b/a
BettorView)(7)
|
|
Las Vegas, NV |
|
|
|
|
|
|
|
|
|
|
Simple Agreement for Future Equity |
|
Interactive Media & Services |
|
3/26/2021 |
|
1 |
|
|
1,002,720 |
|
|
1,000,000 |
|
|
0.26 |
% |
Rebric, Inc. (d/b/a Compliable)(7)
|
|
Denver, CO |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series Seed-4 |
|
Gaming Licensing |
|
10/12/2021 |
|
2,064,409 |
|
|
1,002,755 |
|
|
1,000,000 |
|
|
0.26 |
% |
Palantir Lending Trust SPV I
**(11)
|
|
Palo Alto, CA |
|
|
|
|
|
|
|
|
|
|
Equity Participation in Underlying Collateral(3)
|
|
Data Analysis |
|
6/19/2020 |
|
— |
|
|
— |
|
|
741,553 |
|
|
0.19 |
% |
YouBet Technology, Inc. (d/b/a PickUp)(7)
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series Seed-2 |
|
Digital Media Technology |
|
8/26/2021 |
|
385,353 |
|
|
502,232 |
|
|
499,999 |
|
|
0.13 |
% |
Churchill Sponsor VII LLC**(15)
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Common share units |
|
Special Purpose Acquisition Company |
|
2/25/2021 |
|
292,100 |
|
|
205,820 |
|
|
205,820 |
|
|
0.05 |
% |
Warrant units |
|
|
|
2/25/2021 |
|
277,000 |
|
|
94,180 |
|
|
94,180 |
|
|
0.02 |
% |
Total |
|
|
|
|
|
|
|
300,000 |
|
|
300,000 |
|
|
0.08 |
% |
Kahoot! ASA**
|
|
Oslo, Norway |
|
|
|
|
|
|
|
|
|
|
Common shares(3)
|
|
Education Software |
|
12/5/2014 |
|
99,672 |
|
|
458,138 |
|
|
287,205 |
|
|
0.08 |
% |
AltC Sponsor LLC**(15)
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Share units |
|
Special Purpose Acquisition Company |
|
7/21/2021 |
|
239,300 |
|
|
250,855 |
|
|
250,000 |
|
|
0.07 |
% |
Churchill Sponsor VI LLC**(15)
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Common share units |
|
Special Purpose Acquisition Company |
|
2/25/2021 |
|
195,000 |
|
|
134,297 |
|
|
134,297 |
|
|
0.04 |
% |
Warrant units |
|
|
|
2/25/2021 |
|
199,100 |
|
|
65,703 |
|
|
65,703 |
|
|
0.02 |
% |
Total |
|
|
|
|
|
|
|
200,000 |
|
|
200,000 |
|
|
0.05 |
% |
Fullbridge, Inc. |
|
Cambridge, MA |
|
|
|
|
|
|
|
|
|
|
Common shares |
|
Business Education |
|
5/13/2012 |
|
517,917 |
|
|
6,150,506 |
|
|
— |
|
|
— |
% |
Promissory Note 1.47%, Due 11/9/2021(4)(16)
|
|
|
|
3/3/2016 |
|
$ |
2,270,458 |
|
|
2,270,858 |
|
|
— |
|
|
— |
% |
Total |
|
|
|
|
|
|
|
8,421,364 |
|
|
— |
|
|
— |
% |
Treehouse Real Estate Investment Trust, Inc.(12)
|
|
Chicago, IL |
|
|
|
|
|
|
|
|
|
|
Common shares*** |
|
Cannabis REIT |
|
9/11/2019 |
|
312,500 |
|
|
4,919,250 |
|
|
— |
|
|
— |
% |
Kinetiq Holdings, LLC |
|
Philadelphia, PA |
|
|
|
|
|
|
|
|
|
|
Common shares, Class A |
|
Social Data Platform |
|
3/30/2012 |
|
112,374 |
|
|
— |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-controlled/Non-affiliate |
|
|
|
|
|
|
|
$ |
145,417,242 |
|
|
$ |
252,569,218 |
|
|
66.34 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) -
continued
March 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Investments* |
|
Headquarters/
Industry |
|
Date of Initial Investment |
|
Shares/
Principal |
|
Cost |
|
Fair Value |
|
% of Net
Assets |
NON-CONTROLLED/AFFILIATE(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
StormWind, LLC(5)
|
|
Scottsdale, AZ |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series D 8% |
|
Interactive Learning |
|
11/26/2019 |
|
329,337 |
|
|
$ |
257,267 |
|
|
$ |
603,850 |
|
|
0.16 |
% |
Preferred shares, Series C 8% |
|
|
|
1/7/2014 |
|
2,779,134 |
|
|
4,000,787 |
|
|
6,335,118 |
|
|
1.66 |
% |
Preferred shares, Series B 8% |
|
|
|
12/16/2011 |
|
3,279,629 |
|
|
2,019,687 |
|
|
4,251,900 |
|
|
1.12 |
% |
Preferred shares, Series A 8% |
|
|
|
2/25/2014 |
|
366,666 |
|
|
110,000 |
|
|
270,096 |
|
|
0.07 |
% |
Total |
|
|
|
|
|
|
|
6,387,741 |
|
|
11,460,964 |
|
|
3.01 |
% |
OneValley, Inc. (f/k/a NestGSV, Inc.) |
|
San Mateo, CA |
|
|
|
|
|
|
|
|
|
|
Derivative Security, Expiration Date 8/23/2024(10)
|
|
Global Innovation Platform |
|
8/23/2019 |
|
1 |
|
|
8,555,124 |
|
|
2,348,923 |
|
|
0.62 |
% |
Convertible Promissory Note 8% Due 8/23/2024(4)(10)
|
|
|
|
2/17/2016 |
|
$ |
1,010,198 |
|
|
1,030,176 |
|
|
505,099 |
|
|
0.13 |
% |
Preferred Warrant Series B, Strike Price $2.31, Expiration Date
5/29/2022 |
|
|
|
5/29/2017 |
|
125,000 |
|
|
70,379 |
|
|
— |
|
|
— |
% |
Preferred Warrant Series B, Strike Price $2.31, Expiration Date
12/31/2023 |
|
|
|
12/31/2018 |
|
250,000 |
|
|
5,080 |
|
|
5,000 |
|
|
0.00 |
% |
Total |
|
|
|
|
|
|
|
9,660,759 |
|
|
2,859,022 |
|
|
0.75 |
% |
Ozy Media, Inc. |
|
Mountain View, CA |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series C-2 6% |
|
Digital Media Platform |
|
8/31/2016 |
|
683,482 |
|
|
2,414,178 |
|
|
— |
|
|
— |
% |
Common Warrants, Strike Price $0.01, Expiration Date
4/9/2028 |
|
|
|
4/9/2018 |
|
295,565 |
|
|
30,647 |
|
|
— |
|
|
— |
% |
Preferred shares, Series B 6% |
|
|
|
10/3/2014 |
|
922,509 |
|
|
4,999,999 |
|
|
— |
|
|
— |
% |
Preferred shares, Series A 6% |
|
|
|
12/11/2013 |
|
1,090,909 |
|
|
3,000,200 |
|
|
— |
|
|
— |
% |
Preferred shares, Series Seed 6% |
|
|
|
11/2/2012 |
|
500,000 |
|
|
500,000 |
|
|
— |
|
|
— |
% |
Total |
|
|
|
|
|
|
|
10,945,024 |
|
|
— |
|
|
— |
% |
Maven Research, Inc. |
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series C 8% |
|
Knowledge Networks |
|
7/2/2012 |
|
318,979 |
|
|
2,000,447 |
|
|
— |
|
|
— |
% |
Preferred shares, Series B 5% |
|
|
|
2/28/2012 |
|
49,505 |
|
|
217,206 |
|
|
— |
|
|
— |
% |
Total |
|
|
|
|
|
|
|
2,217,653 |
|
|
— |
|
|
— |
% |
Curious.com, Inc. |
|
Menlo Park, CA |
|
|
|
|
|
|
|
|
|
|
Common shares |
|
Online Education |
|
11/22/2013 |
|
1,135,944 |
|
|
12,000,006 |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-controlled/Affiliate |
|
|
|
|
|
|
|
$ |
41,211,183 |
|
|
$ |
14,319,986 |
|
|
3.76 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
CONTROLLED(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
Architect Capital PayJoy SPV, LLC**
|
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Membership Interest in Lending SPV*** |
|
Mobile Finance Technology |
|
3/24/2021 |
|
$ |
10,000,000 |
|
|
$ |
10,006,745 |
|
|
$ |
10,000,000 |
|
|
2.63 |
% |
Colombier Sponsor LLC**(15)
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Class B Units |
|
Special Purpose Acquisition Company |
|
4/1/2021 |
|
1,976,033 |
|
|
1,556,587 |
|
|
1,554,354 |
|
|
0.41 |
% |
Class W Units |
|
|
|
4/1/2021 |
|
2,700,000 |
|
|
1,159,150 |
|
|
1,157,487 |
|
|
0.30 |
% |
Total |
|
|
|
|
|
|
|
2,715,737 |
|
|
2,711,841 |
|
|
0.71 |
% |
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) |
|
Cupertino, CA |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Class A(9)
|
|
Clean Technology |
|
4/15/2014 |
|
14,300,000 |
|
|
7,151,412 |
|
|
1,177,033 |
|
|
0.31 |
% |
Common shares |
|
|
|
4/15/2014 |
|
100,000 |
|
|
10,000 |
|
|
— |
|
|
— |
% |
Total |
|
|
|
|
|
|
|
7,161,412 |
|
|
1,177,033 |
|
|
0.31 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Controlled |
|
|
|
|
|
|
|
$ |
19,883,894 |
|
|
$ |
13,888,874 |
|
|
3.65 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Portfolio Investments |
|
|
|
|
|
|
|
$ |
206,512,319 |
|
|
$ |
280,778,078 |
|
|
73.75 |
% |
See accompanying notes to condensed consolidated financial
statements.
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) -
continued
March 31, 2022
__________________________________________
* All
portfolio investments are non-control/non-affiliated and
non-income-producing, unless otherwise identified. Equity
investments are subject to lock-up restrictions upon their initial
public offering (“IPO”). Preferred dividends are generally only
payable when declared and paid by the portfolio company's board of
directors. The Company’s directors, officers, employees and staff,
as applicable, may serve on the board of directors of the Company’s
portfolio investments. (Refer to “Note 3—Related-Party
Arrangements”). All portfolio investments are considered
Level 3 and valued using significant unobservable inputs,
unless otherwise noted. (Refer to “Note 4—Investments at Fair
Value”). All of the Company's portfolio investments are restricted
as to resale, unless otherwise noted, and were valued at fair value
as determined in good faith by the Company’s Board of Directors.
(Refer to "Note 2—Significant Accounting
Policies—Investments
at Fair Value").
** Indicates assets that SuRo Capital Corp.
believes do not represent “qualifying assets” under
Section 55(a) of the Investment Company Act of 1940, as
amended (the “1940 Act”). Of the Company’s total investments as of
March 31, 2022, 43.76% of its total investments are non-qualifying
assets.
*** Investment is
income-producing.
(1)“Affiliate
Investments” are investments in those companies that are
“Affiliated Companies” of SuRo Capital Corp., as defined in the
1940 Act. In general, a company is deemed to be an “Affiliate” of
SuRo Capital Corp. if SuRo Capital Corp. owns 5% or more of the
voting securities (i.e.,
securities with the right to elect directors) of such company. For
the Schedule of Investments In, and Advances To, Affiliates, as
required by SEC Regulation S-X, Rule 12-14, refer to
“Note 4—Investments at Fair Value”.
(2)“Control
Investments” are investments in those companies that are
“Controlled Companies” of SuRo Capital Corp., as defined in the
1940 Act. In general, under the 1940 Act, the Company would
“Control” a portfolio company if the Company owned more than 25% of
its outstanding voting securities (i.e., securities with the right
to elect directors) and/or had the power to exercise control over
the management or policies of such portfolio company. For the
Schedule of Investments In, and Advances To, Affiliates, as
required by SEC Regulation S-X, Rule 12-14, refer to
“Note 4—Investments at Fair Value”.
(3)Denotes
an investment considered Level 1 or Level 2 and valued using
observable inputs. Refer to “Note 4—Investments at Fair
Value”.
(4)As
of March 31, 2022, the investments noted had been placed on
non-accrual status.
(5)SuRo
Capital Corp.’s investments in StormWind, LLC are held through SuRo
Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings,
Inc.
(6)SuRo
Capital Corp.’s investments in preferred shares in Residential
Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo
Capital Corp.'s wholly owned subsidiary, GSVC AV Holdings,
Inc.
(7)SuRo
Capital Corp.’s investments in Commercial Streaming Solutions Inc.
(d/b/a BettorView), YouBet Technology, Inc. (d/b/a PickUp), and
Rebric Inc. (d/b/a Compliable) are held through SuRo Capital
Corp.'s wholly owned subsidiary, SuRo Capital Sports, LLC ("SuRo
Sports").
(8)SuRo
Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd
are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC
SVDS Holdings, Inc. As of March 31, 2022, $0.7 million of a $2.0
million capital commitment to True Global Ventures 4 Plus Fund LP
had been called and funded.
(9)The
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) preferred
shares held by SuRo Capital Corp. do not entitle SuRo Capital Corp.
to a preferred dividend. SuRo Capital Corp. does not anticipate
that SPBRX, INC. will pay distributions on a quarterly or regular
basis or become a predictable distributor of
distributions.
(10)On
August 23, 2019, SuRo Capital Corp. amended the structure of its
investment in OneValley, Inc. (f/k/a NestGSV, Inc.). As part of the
agreement, SuRo Capital Corp.’s equity holdings (warrants
notwithstanding) were restructured into a derivative security.
OneValley, Inc. (f/k/a NestGSV, Inc.) has the right to call the
position at any time over a five year period, while SuRo Capital
Corp. can put the shares to OneValley, Inc. (f/k/a NestGSV, Inc.)
at the end of the five year period.
(11)As
of March 31, 2022, 512,290 Class A common shares remain in Palantir
Lending Trust SPV I, none of which are subject to lock-up
restrictions.
(12)On
January 1, 2021, Treehouse Real Estate Investment Trust, Inc.
completed its spin off of 34.4% of its assets into Aventine
Property Group, Inc. During the three months ended March 31, 2022,
Aventine Property Group, Inc. declared an aggregate of less than
$0.1 million in dividend distributions. During the three months
ended March 31, 2022, Treehouse Real Estate Investment Trust, Inc.
declared an aggregate of less than $0.1 million in dividend
distributions.
(13)During
the three months ended March 31, 2022, approximately $0.3 million
has been received from Residential Homes for Rent, LLC (d/b/a
Second Avenue) related to the 15% term loan due December 23, 2023.
Of the proceeds received, approximately $0.2 million repaid a
portion of the outstanding principal and the remaining was
attributed to interest.
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)-
continued
March 31, 2022
(14)During
the three months ended March 31, 2022, NewLake Capital Partners,
Inc. (f/k/a GreenAcreage Real Estate Corp.) declared an aggregate
of approximately $0.1 million in dividend
distributions.
(15)Denotes
an investment that is the sponsor of a special purpose acquisition
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more
businesses.
(16)As
of March 31, 2022, Fullbridge, Inc.'s obligations under its
financing arrangements with the Company became past
due.
(17)On
March 22, 2022, Forge Global Holdings, Inc., completed its business
combination with Motive Capital Corp. As a result of the
transaction, each share of Forge Global, Inc.'s capital stock
outstanding prior to the business combination was exchanged at the
designated exchange ratio of approximately 3.123. In addition, each
warrant of Forge Global, Inc. was exchanged into warrants
exercisable into common stock based on the exchange ratio of 3.123.
The exercise price of each converted warrant was determined by
dividing the exercise price of the respective Forge warrants by the
exchange ratio, rounded to the nearest whole cent.
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Investments* |
|
Headquarters/
Industry |
|
Date of Initial Investment |
|
Shares/
Principal |
|
Cost |
|
Fair Value |
|
% of Net
Assets |
NON-CONTROLLED/NON-AFFILIATE |
|
|
|
|
|
|
|
|
|
|
|
|
Course Hero, Inc. |
|
Redwood City, CA |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series A 8% |
|
Online Education |
|
9/18/2014 |
|
2,145,509 |
|
|
$ |
5,000,001 |
|
|
$ |
77,831,772 |
|
|
21.33 |
% |
Preferred shares, Series C 8% |
|
|
|
11/5/2021 |
|
275,659 |
|
|
9,999,971 |
|
|
9,999,971 |
|
|
2.74 |
% |
Total |
|
|
|
|
|
|
|
14,999,972 |
|
|
87,831,743 |
|
|
24.07 |
% |
Forge Global, Inc. |
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Common shares, Class AA |
|
Online Marketplace Finance |
|
7/20/2011 |
|
625,520 |
|
|
266,507 |
|
|
16,430,555 |
|
|
4.50 |
% |
Junior Preferred shares |
|
|
|
7/19/2011 |
|
160,534 |
|
|
2,259,716 |
|
|
4,216,752 |
|
|
1.16 |
% |
Junior Preferred warrants, Strike Price $12.42, Expiration Date
11/9/2025 |
|
|
|
7/19/2011 |
|
73,695 |
|
|
— |
|
|
368,474 |
|
|
0.10 |
% |
Total |
|
|
|
|
|
|
|
2,526,223 |
|
|
21,015,781 |
|
|
5.76 |
% |
Blink Health, Inc. |
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series A |
|
Pharmaceutical Technology |
|
10/27/2020 |
|
238,095 |
|
|
5,000,423 |
|
|
4,315,552 |
|
|
1.18 |
% |
Preferred shares, Series C |
|
|
|
10/27/2020 |
|
261,944 |
|
|
10,003,917 |
|
|
9,999,974 |
|
|
2.74 |
% |
Total |
|
|
|
|
|
|
|
15,004,340 |
|
|
14,315,526 |
|
|
3.92 |
% |
Nextdoor Holdings, Inc.**
|
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Common shares(3)
|
|
Social Networking |
|
9/27/2018 |
|
1,801,850 |
|
|
10,002,666 |
|
|
12,439,522 |
|
|
3.41 |
% |
Aspiration Partners, Inc. |
|
Marina Del Rey, CA |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series A |
|
Financial Services |
|
8/11/2015 |
|
540,270 |
|
|
1,001,815 |
|
|
10,556,306 |
|
|
2.89 |
% |
Preferred shares, Series C-3 |
|
|
|
8/12/2019 |
|
24,912 |
|
|
281,190 |
|
|
499,437 |
|
|
0.14 |
% |
Total |
|
|
|
|
|
|
|
1,283,005 |
|
|
11,055,743 |
|
|
3.03 |
% |
Trax Ltd.**
|
|
Singapore, Singapore |
|
|
|
|
|
|
|
|
|
|
Common shares |
|
Retail Technology |
|
6/9/2021 |
|
55,591 |
|
|
2,781,148 |
|
|
2,882,476 |
|
|
0.79 |
% |
Preferred shares, Investec series |
|
|
|
6/9/2021 |
|
144,409 |
|
|
7,224,600 |
|
|
7,487,823 |
|
|
2.05 |
% |
Total |
|
|
|
|
|
|
|
10,005,748 |
|
|
10,370,299 |
|
|
2.84 |
% |
Orchard Technologies, Inc. |
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series D |
|
Real Estate Platform |
|
8/9/2021 |
|
1,488,139 |
|
|
10,004,034 |
|
|
9,999,996 |
|
|
2.74 |
% |
Skillsoft Corp.**(18)
|
|
Nashua, NH |
|
|
|
|
|
|
|
|
|
|
Common shares(3)
|
|
Online Education |
|
6/8/2021 |
|
981,843 |
|
|
9,818,430 |
|
|
8,983,863 |
|
|
2.46 |
% |
Varo Money, Inc. |
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Common shares |
|
Financial Services |
|
8/11/2021 |
|
1,079,266 |
|
|
10,005,548 |
|
|
8,541,676 |
|
|
2.34 |
% |
NewLake Capital Partners, Inc. (f/k/a GreenAcreage Real Estate
Corp.)**
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Common shares***(3)(16)
|
|
Cannabis REIT |
|
8/12/2019 |
|
278,471 |
|
|
5,653,375 |
|
|
7,986,548 |
|
|
2.19 |
% |
Rover Group, Inc.**(13)
|
|
Seattle, WA |
|
|
|
|
|
|
|
|
|
|
Common shares(3)
|
|
Peer-to-Peer Pet Services |
|
11/3/2014 |
|
838,381 |
|
|
2,506,119 |
|
|
7,765,504 |
|
|
2.13 |
% |
Shogun Enterprises, Inc. |
|
Austin, TX |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series B-1 |
|
Home Improvement Finance |
|
2/26/2021 |
|
436,844 |
|
|
3,501,657 |
|
|
3,531,447 |
|
|
0.97 |
% |
Preferred shares, Series B-2 |
|
|
|
2/26/2021 |
|
301,750 |
|
|
3,501,661 |
|
|
3,499,998 |
|
|
0.96 |
% |
Total |
|
|
|
|
|
|
|
7,003,318 |
|
|
7,031,445 |
|
|
1.93 |
% |
Enjoy Technology, Inc.**
|
|
Menlo Park, CA |
|
|
|
|
|
|
|
|
|
|
Common shares(3)
|
|
On-Demand Commerce |
|
10/16/2014 |
|
1,070,919 |
|
|
5,526,777 |
|
|
4,576,572 |
|
|
1.25 |
% |
Neutron Holdings, Inc. (d/b/a/ Lime) |
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Junior Preferred shares, Series 1-D |
|
Micromobility |
|
1/25/2019 |
|
41,237,113 |
|
|
10,007,322 |
|
|
3,485,014 |
|
|
0.96 |
% |
Junior Preferred Convertible Note 4% Due 5/11/2027*** |
|
|
|
5/11/2020 |
|
$ |
506,339 |
|
|
506,339 |
|
|
506,339 |
|
|
0.14 |
% |
Common Warrants, Strike Price $0.01, Expiration Date
5/11/2027 |
|
|
|
5/11/2020 |
|
2,032,967 |
|
|
— |
|
|
— |
|
|
— |
% |
Total |
|
|
|
|
|
|
|
10,513,661 |
|
|
3,991,353 |
|
|
1.10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS -
continued
December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Investments* |
|
Headquarters/
Industry |
|
Date of Initial Investment |
|
Shares/
Principal |
|
Cost |
|
Fair Value |
|
% of Net
Assets |
Residential Homes for Rent, LLC (d/b/a Second Avenue) |
|
Chicago, IL |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series A(6)
|
|
Real Estate Platform |
|
12/23/2020 |
|
150,000 |
|
|
$ |
1,500,000 |
|
|
$ |
1,500,000 |
|
|
0.41 |
% |
Term loan 15%, Due 12/23/2023***(14)
|
|
|
|
12/23/2020 |
|
$ |
2,000,000 |
|
|
2,000,000 |
|
|
2,000,000 |
|
|
0.55 |
% |
Total |
|
|
|
|
|
|
|
3,500,000 |
|
|
3,500,000 |
|
|
0.96 |
% |
PayJoy, Inc. |
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Preferred shares |
|
Mobile Access Technology |
|
7/23/2021 |
|
244,117 |
|
|
2,501,570 |
|
|
2,500,002 |
|
|
0.69 |
% |
Rent the Runway, Inc.**
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Common shares(3)
|
|
Subscription Fashion Rental |
|
6/17/2020 |
|
339,191 |
|
|
5,153,945 |
|
|
2,418,856 |
|
|
0.66 |
% |
Aventine Property Group, Inc.(12)
|
|
Chicago, IL |
|
|
|
|
|
|
|
|
|
|
Common shares*** |
|
Cannabis REIT |
|
9/11/2019 |
|
312,500 |
|
|
2,580,750 |
|
|
2,190,978 |
|
|
0.60 |
% |
Commercial Streaming Solutions Inc. (d/b/a
BettorView)(7)
|
|
Las Vegas, NV |
|
|
|
|
|
|
|
|
|
|
Simple Agreement for Future Equity |
|
Interactive Media & Services |
|
3/26/2021 |
|
1 |
|
|
1,002,720 |
|
|
1,000,000 |
|
|
0.27 |
% |
Rebric, Inc. (d/b/a Compliable)(7)
|
|
Denver, CO |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series Seed-4 |
|
Gaming Licensing |
|
10/12/2021 |
|
2,064,409 |
|
|
1,002,755 |
|
|
1,000,000 |
|
|
0.27 |
% |
Palantir Lending Trust SPV I
**(11)
|
|
Palo Alto, CA |
|
|
|
|
|
|
|
|
|
|
Equity Participation in Underlying Collateral(3)
|
|
Data Analysis |
|
6/19/2020 |
|
— |
|
|
— |
|
|
930,524 |
|
|
0.26 |
% |
True Global Ventures 4 Plus Pte Ltd**(8)
|
|
Singapore, Singapore |
|
|
|
|
|
|
|
|
|
|
Limited Partner Fund Investment |
|
Venture Investment Fund |
|
8/27/2021 |
|
1 |
|
|
713,505 |
|
|
670,000 |
|
|
0.18 |
% |
YouBet Technology, Inc. (d/b/a PickUp)(7)
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series Seed-2 |
|
Digital Media Technology |
|
8/26/2021 |
|
385,353 |
|
|
502,232 |
|
|
499,999 |
|
|
0.14 |
% |
Kahoot! ASA**(19)
|
|
Oslo, Norway |
|
|
|
|
|
|
|
|
|
|
Common shares(3)
|
|
Education Software |
|
12/5/2014 |
|
86,800 |
|
|
458,138 |
|
|
402,360 |
|
|
0.11 |
% |
Churchill Sponsor VII LLC**(17)
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Common share units |
|
Special Purpose Acquisition Company |
|
2/25/2021 |
|
292,100 |
|
|
205,820 |
|
|
205,820 |
|
|
0.06 |
% |
Warrant units |
|
|
|
2/25/2021 |
|
277,000 |
|
|
94,180 |
|
|
94,180 |
|
|
0.03 |
% |
Total |
|
|
|
|
|
|
|
300,000 |
|
|
300,000 |
|
|
0.09 |
% |
AltC Sponsor LLC**(17)
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Share units |
|
Special Purpose Acquisition Company |
|
7/21/2021 |
|
239,300 |
|
|
250,855 |
|
|
250,000 |
|
|
0.07 |
% |
Churchill Sponsor VI LLC**(17)
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Common share units |
|
Special Purpose Acquisition Company |
|
2/25/2021 |
|
195,000 |
|
|
134,297 |
|
|
134,297 |
|
|
0.04 |
% |
Warrant units |
|
|
|
2/25/2021 |
|
199,100 |
|
|
65,703 |
|
|
65,703 |
|
|
0.02 |
% |
Total |
|
|
|
|
|
|
|
200,000 |
|
|
200,000 |
|
|
0.06 |
% |
Fullbridge, Inc. |
|
Cambridge, MA |
|
|
|
|
|
|
|
|
|
|
Common shares |
|
Business Education |
|
5/13/2012 |
|
517,917 |
|
|
6,150,506 |
|
|
— |
|
|
— |
% |
Promissory Note 1.47%, Due 11/9/2021(4)(20)
|
|
|
|
3/3/2016 |
|
$ |
2,270,458 |
|
|
2,270,858 |
|
|
— |
|
|
— |
% |
Total |
|
|
|
|
|
|
|
8,421,364 |
|
|
— |
|
|
— |
% |
Treehouse Real Estate Investment Trust, Inc.(12)
|
|
Chicago, IL |
|
|
|
|
|
|
|
|
|
|
Common shares*** |
|
Cannabis REIT |
|
9/11/2019 |
|
312,500 |
|
|
4,919,250 |
|
|
— |
|
|
— |
% |
Kinetiq Holdings, LLC |
|
Philadelphia, PA |
|
|
|
|
|
|
|
|
|
|
Common shares, Class A |
|
Social Data Platform |
|
3/30/2012 |
|
112,374 |
|
|
— |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-controlled/Non-affiliate |
|
|
|
|
|
|
|
$ |
146,360,300 |
|
|
$ |
231,768,290 |
|
|
63.53 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
SURO CAPITAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS -
continued
December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Investments* |
|
Headquarters/
Industry |
|
Date of Initial Investment |
|
Shares/
Principal |
|
Cost |
|
Fair Value |
|
% of Net
Assets |
NON-CONTROLLED/AFFILIATE(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
StormWind, LLC(5)
|
|
Scottsdale, AZ |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series D 8% |
|
Interactive Learning |
|
11/26/2019 |
|
329,337 |
|
|
$ |
257,267 |
|
|
$ |
621,093 |
|
|
0.17 |
% |
Preferred shares, Series C 8% |
|
|
|
1/7/2014 |
|
2,779,134 |
|
|
4,000,787 |
|
|
6,496,729 |
|
|
1.78 |
% |
Preferred shares, Series B 8% |
|
|
|
12/16/2011 |
|
3,279,629 |
|
|
2,019,687 |
|
|
4,423,607 |
|
|
1.21 |
% |
Preferred shares, Series A 8% |
|
|
|
2/25/2014 |
|
366,666 |
|
|
110,000 |
|
|
289,293 |
|
|
0.08 |
% |
Total |
|
|
|
|
|
|
|
6,387,741 |
|
|
11,830,722 |
|
|
3.24 |
% |
OneValley, Inc. (f/k/a NestGSV, Inc.) |
|
San Mateo, CA |
|
|
|
|
|
|
|
|
|
|
Derivative Security, Expiration Date 8/23/2024(10)
|
|
Global Innovation Platform |
|
8/23/2019 |
|
1 |
|
|
8,555,124 |
|
|
2,268,268 |
|
|
0.62 |
% |
Convertible Promissory Note 8% Due 8/23/2024(4)(10)
|
|
|
|
2/17/2016 |
|
$ |
1,010,198 |
|
|
1,030,176 |
|
|
505,099 |
|
|
0.14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Warrant Series B, Strike Price $2.31, Expiration Date
5/29/2022 |
|
|
|
5/29/2017 |
|
125,000 |
|
|
70,379 |
|
|
— |
|
|
— |
% |
Preferred Warrant Series B, Strike Price $2.31, Expiration Date
12/31/2023 |
|
|
|
12/31/2018 |
|
250,000 |
|
|
5,080 |
|
|
5,000 |
|
|
0.01 |
% |
Total |
|
|
|
|
|
|
|
9,660,759 |
|
|
2,778,367 |
|
|
0.77 |
% |
Ozy Media, Inc. |
|
Mountain View, CA |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series C-2 6% |
|
Digital Media Platform |
|
8/31/2016 |
|
683,482 |
|
|
2,414,178 |
|
|
— |
|
|
— |
% |
Common Warrants, Strike Price $0.01, Expiration Date
4/9/2028 |
|
|
|
4/9/2018 |
|
295,565 |
|
|
30,647 |
|
|
— |
|
|
— |
% |
Preferred shares, Series B 6% |
|
|
|
10/3/2014 |
|
922,509 |
|
|
4,999,999 |
|
|
— |
|
|
— |
% |
Preferred shares, Series A 6% |
|
|
|
12/11/2013 |
|
1,090,909 |
|
|
3,000,200 |
|
|
— |
|
|
— |
% |
Preferred shares, Series Seed 6% |
|
|
|
11/2/2012 |
|
500,000 |
|
|
500,000 |
|
|
— |
|
|
— |
% |
Total |
|
|
|
|
|
|
|
10,945,024 |
|
|
— |
|
|
— |
% |
Maven Research, Inc. |
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Series C 8% |
|
Knowledge Networks |
|
7/2/2012 |
|
318,979 |
|
|
2,000,447 |
|
|
— |
|
|
— |
% |
Preferred shares, Series B 5% |
|
|
|
2/28/2012 |
|
49,505 |
|
|
217,206 |
|
|
— |
|
|
— |
% |
Total |
|
|
|
|
|
|
|
2,217,653 |
|
|
— |
|
|
— |
% |
Curious.com, Inc. |
|
Menlo Park, CA |
|
|
|
|
|
|
|
|
|
|
Common shares |
|
Online Education |
|
11/22/2013 |
|
1,135,944 |
|
|
12,000,006 |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-controlled/Affiliate |
|
|
|
|
|
|
|
$ |
41,211,183 |
|
|
$ |
14,609,089 |
|
|
4.01 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
CONTROLLED(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
Architect Capital PayJoy SPV, LLC**
|
|
San Francisco, CA |
|
|
|
|
|
|
|
|
|
|
Membership Interest in Lending SPV***(15)
|
|
Mobile Finance Technology |
|
3/24/2021 |
|
$ |
10,000,000 |
|
|
$ |
10,006,745 |
|
|
$ |
10,000,000 |
|
|
2.74 |
% |
Colombier Sponsor LLC**(17)
|
|
New York, NY |
|
|
|
|
|
|
|
|
|
|
Class B Units |
|
Special Purpose Acquisition Company |
|
4/1/2021 |
|
1,976,033 |
|
|
1,556,587 |
|
|
1,554,354 |
|
|
0.43 |
% |
Class W Units |
|
|
|
4/1/2021 |
|
2,700,000 |
|
|
1,159,150 |
|
|
1,157,487 |
|
|
0.32 |
% |
Total |
|
|
|
|
|
|
|
2,715,737 |
|
|
2,711,841 |
|
|
0.75 |
% |
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) |
|
Cupertino, CA |
|
|
|
|
|
|
|
|
|
|
Preferred shares, Class A(9)
|
|
Clean Technology |
|
4/15/2014 |
|
14,300,000 |
|
|
7,151,412 |
|
|
1,047,033 |
|
|
0.29 |
% |
Common shares |
|
|
|
4/15/2014 |
|
100,000 |
|
|
10,000 |
|
|
— |
|
|
— |
% |
Total |
|
|
|
|
|
|
|
7,161,412 |
|
|
1,047,033 |
|
|
0.29 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Controlled |
|
|
|
|
|
|
|
$ |
19,883,894 |
|
|
$ |
13,758,874 |
|
|
3.78 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Portfolio Investments |
|
|
|
|
|
|
|
$ |
207,455,377 |
|
|
$ |
260,136,253 |
|
|
71.32 |
% |
See accompanying notes to condensed consolidated financial
statements.
See accompanying notes to condensed consolidated financial
statements.
__________________________________________
* All
portfolio investments are non-control/non-affiliated and
non-income-producing, unless otherwise identified. Equity
investments are subject to lock-up restrictions upon their initial
public offering (“IPO”). Preferred dividends are generally only
payable when declared and paid by the portfolio company's board of
directors. The Company’s directors, officers, employees and staff,
as applicable, may serve on the board of directors of the Company’s
portfolio investments. (Refer to “Note 3—Related-Party
Arrangements”). All portfolio investments are considered
Level 3 and valued using significant unobservable inputs,
unless otherwise noted. (Refer to “Note 4—Investments at Fair
Value”). All of the Company's portfolio investments are restricted
as to resale, unless otherwise noted, and were valued at fair value
as determined in good faith by the Company’s Board of Directors.
(Refer to "Note 2—Significant Accounting
Policies—Investments
at Fair Value").
** Indicates assets that SuRo Capital Corp.
believes do not represent “qualifying assets” under
Section 55(a) of the Investment Company Act of 1940, as
amended (the “1940 Act”). Of the Company’s total investments as of
December 31, 2021, 26.91% of its total investments are
non-qualifying assets.
*** Investment is
income-producing.
(1)“Affiliate
Investments” are investments in those companies that are
“Affiliated Companies” of SuRo Capital Corp., as defined in the
1940 Act. In general, a company is deemed to be an “Affiliate” of
SuRo Capital Corp. if SuRo Capital Corp. owns 5% or more of the
voting securities (i.e.,
securities with the right to elect directors) of such company. For
the Schedule of Investments In, and Advances To, Affiliates, as
required by SEC Regulation S-X, Rule 12-14, refer to
“Note 4—Investments at Fair Value”.
(2)“Control
Investments” are investments in those companies that are
“Controlled Companies” of SuRo Capital Corp., as defined in the
1940 Act. In general, under the 1940 Act, the Company would
“Control” a portfolio company if the Company owned more than 25% of
its outstanding voting securities (i.e., securities with the right
to elect directors) and/or had the power to exercise control over
the management or policies of such portfolio company. For the
Schedule of Investments In, and Advances To, Affiliates, as
required by SEC Regulation S-X, Rule 12-14, refer to
“Note 4—Investments at Fair Value”.
(3)Denotes
an investment considered Level 1 or Level 2 and valued using
observable inputs. Refer to “Note 4—Investments at Fair
Value”.
(4)As
of December 31, 2021, the investments noted had been placed on
non-accrual status.
(5)SuRo
Capital Corp.’s investments in StormWind, LLC are held through SuRo
Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings,
Inc.
(6)SuRo
Capital Corp.’s investments in preferred shares in Residential
Homes for Rent, LLC (d/b/a Second Avenue) are held through SuRo
Capital Corp.'s wholly owned subsidiary, GSVC AV Holdings,
Inc.
(7)SuRo
Capital Corp.’s investments in Commercial Streaming Solutions Inc.
(d/b/a BettorView), YouBet Technology, Inc. (d/b/a PickUp), and
Rebric Inc. (d/b/a Compliable) are held through SuRo Capital
Corp.'s wholly owned subsidiary, SuRo Capital Sports, LLC ("SuRo
Sports").
(8)SuRo
Capital Corp.’s investments in True Global Ventures 4 Plus Pte Ltd
are held through SuRo Capital Corp.'s wholly owned subsidiary, GSVC
SVDS Holdings, Inc. As of December 31, 2021, $0.7 million of a $2.0
million capital commitment to True Global Ventures 4 Plus Fund LP
had been called and funded.
(9)The
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) preferred
shares held by SuRo Capital Corp. do not entitle SuRo Capital Corp.
to a preferred dividend. SuRo Capital Corp. does not anticipate
that SPBRX, INC. will pay distributions on a quarterly or regular
basis or become a predictable distributor of
distributions.
(10)On
August 23, 2019, SuRo Capital Corp. amended the structure of its
investment in OneValley, Inc. (f/k/a NestGSV, Inc.). As part of the
agreement, SuRo Capital Corp.’s equity holdings (warrants
notwithstanding) were restructured into a derivative security.
OneValley, Inc. (f/k/a NestGSV, Inc.) has the right to call the
position at any time over a five year period, while SuRo Capital
Corp. can put the shares to OneValley, Inc. (f/k/a NestGSV, Inc.)
at the end of the five year period.
(11)As
of December 31, 2021, 512,290 Class A common shares remain in
Palantir Lending Trust SPV I, none of which are subject to lock-up
restrictions.
(12)On
January 1, 2021, Treehouse Real Estate Investment Trust, Inc.
completed its spin off of 34.4% of its assets into Aventine
Property Group, Inc. During the year ended December 31, 2021,
Aventine Property Group, Inc. declared an aggregate of $0.1 million
in dividend distributions. During the year ended December 31, 2021,
Treehouse Real Estate Investment Trust, Inc. declared an aggregate
of $0.2 million in dividend distributions.
(13)On
July 30, 2021, A Place for Rover, Inc. executed a business
combination, through Nebula Caravel Acquisition Corp., a special
purpose acquisition company. Following the merger, A Place for
Rover, Inc. changed its name to Rover Group, Inc. and SuRo Capital
Corp. received 130,390 additional common shares as a result of the
exchange ratio prescribed in the transaction. As of December 31,
2021, SuRo Capital Corp.'s common shares in Rover Group, Inc. were
subject to certain lock-up restrictions.
SURO CAPITAL CORP. AND SUBSIDIARIES
### SCHEDULE OF INVESTMENTS - continued
December 31, 2021
(14)During
the year ended December 31, 2021, approximately $1.4 million has
been received from Residential Homes for Rent, LLC (d/b/a Second
Avenue) related to the 15% term loan due December 23, 2023. Of the
proceeds received, approximately $1.0 million repaid a portion of
the outstanding principal and approximately $0.4 million was
attributed to interest.
(15)As
of December 31, 2021, the total $10.0 million capital commitment
representing SuRo Capital Corp.'s Membership Interest in Architect
Capital PayJoy SPV, LLC had been called and funded.
(16)During
the year ended December 31, 2021, NewLake Capital Partners, Inc.
(f/k/a GreenAcreage Real Estate Corp.) declared an aggregate of
approximately $0.3 million in dividend distributions. SuRo Capital
Corp. does not anticipate that NewLake Capital Partners, Inc.
(f/k/a GreenAcreage Real Estate Corp.) will pay distributions on a
recurring or regular basis or become a predictable distributor of
distributions. On August 20, 2021, NewLake Capital Partners,
Inc.(f/k/a GreenAcreage Real Estate Corp.) went public via an
initial public offering on the OTCQX. As of December 31, 2021, none
of SuRo Capital Corp.'s common shares in NewLake Capital Partners,
Inc. (f/k/a GreenAcreage Real Estate Corp.) were subject to lock-up
restrictions.
(17)Denotes
an investment that is the sponsor of a special purpose acquisition
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more
businesses.
(18)On
June 11, 2021, Churchill Capital Corp. II, a special purpose
acquisition company, executed a private investment in public equity
transaction in order to acquire shares of Software Luxembourg
Holding S.A. alongside the merger of Software Luxembourg Holding
S.A. and Churchill Capital Corp. II. Following the merger, Software
Luxembourg Holding S.A. changed its name to Skillsoft Corp. As of
December 31, 2021, none of SuRo Capital Corp.'s common shares in
Skillsoft Corp. were subject to lock-up restrictions.
(19)On
September 3, 2021, Clever, Inc. completed its sale to Kahoot! ASA.
In connection with this transaction, SuRo Capital Corp. received
86,800 common shares in Kahoot! ASA in addition to cash proceeds
and amounts currently held in escrow. SuRo Capital Corp. is also
eligible to receive cash and Kahoot! ASA common shares subject to
certain earn-out provisions and contingencies. As of December 31,
2021, SuRo Capital Corp.'s common shares in Kahoot! ASA were
subject to certain lock-up restrictions.
(20)During
the year ended December 31, 2021, Fullbridge, Inc.'s obligations
under its financing arrangements with the Company became past
due.
SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022
NOTE 1—NATURE OF OPERATIONS
SuRo Capital Corp. ("we", "us", "our", “Company” or “SuRo
Capital”), formerly known as Sutter Rock Capital Corp. and as GSV
Capital Corp. and formed in September 2010 as a Maryland
corporation, is an internally-managed, non-diversified closed-end
management investment company. The Company has elected to be
regulated as a business development company ("BDC") under the
Investment Company Act of 1940, as amended (the “1940 Act”), and
has elected to be treated, and intends to qualify annually, as a
regulated investment company (“RIC”) under Subchapter M of the
Internal Revenue Code of 1986, as amended (the
“Code”).
On and effective March 12, 2019, our Board of Directors approved
internalizing our operating structure ("Internalization") and we
began operating as an internally-managed non-diversified closed-end
management investment company that has elected to be regulated as a
BDC under the 1940 Act. Prior to March 12, 2019, we were externally
managed by our former investment adviser, GSV Asset Management, LLC
(“GSV Asset Management”), pursuant to an investment advisory
agreement (the “Investment Advisory Agreement”), and our former
administrator, GSV Capital Service Company, LLC (“GSV Capital
Service Company”), provided the administrative services necessary
for our operations pursuant to an administration agreement (the
“Administration Agreement”).
The Company’s date of inception was January 6, 2011, which is
the date it commenced its development stage activities. The
Company’s common stock is currently listed on the Nasdaq Global
Select Market under the symbol “SSSS” (formerly "GSVC"). Prior to
November 24, 2021, our 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.
The table below displays the Company’s subsidiaries as of March 31,
2022, which, other than GSV Capital Lending, LLC (“GCL”) and SuRo
Capital Sports, LLC, are collectively referred to as the “Taxable
Subsidiaries.” The Taxable Subsidiaries were formed to hold
portfolio investments. The Taxable Subsidiaries, including their
associated portfolio investments, are consolidated with the Company
for accounting purposes, but have elected to be treated as separate
entities for U.S. federal income tax purposes. GCL was formed to
originate portfolio loan investments within the state of California
and is consolidated with the Company for accounting purposes. Refer
to “Note 2—Significant Accounting Policies—Basis
of Consolidation”
below for further detail.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary |
|
Jurisdiction of
Incorporation |
|
Formation
Date |
|
Percentage
Owned |
GCL |
|
Delaware |
|
April 13, 2012 |
|
100% |
SuRo Capital Sports, LLC ("SuRo Sports") |
|
Delaware |
|
March 19, 2021 |
|
100% |
Subsidiaries below are referred to collectively, as the “Taxable
Subsidiaries” |
|
|
|
|
|
|
GSVC AE Holdings, Inc. (“GAE”) |
|
Delaware |
|
November 28, 2012 |
|
100% |
GSVC AV Holdings, Inc. (“GAV”) |
|
Delaware |
|
November 28, 2012 |
|
100% |
|
|
|
|
|
|
|
GSVC SW Holdings, Inc. (“GSW”) |
|
Delaware |
|
November 28, 2012 |
|
100% |
|
|
|
|
|
|
|
GSVC SVDS Holdings, Inc. (“SVDS”) |
|
Delaware |
|
August 13, 2013 |
|
100% |
|
|
|
|
|
|
|
The Company’s investment objective is to maximize its portfolio’s
total return, principally by seeking capital gains on its equity
and equity-related investments, and to a lesser extent, income from
debt investments. The Company invests principally in the equity
securities of what it believes to be rapidly growing
venture-capital-backed emerging companies. The Company may acquire
its investments in these portfolio companies through offerings of
the prospective portfolio companies, transactions on secondary
marketplaces for private companies, or negotiations with selling
stockholders. In addition, the Company may invest in private credit
and in founders equity, founders warrants, forward purchase
agreements, and private investment in public equity transactions of
special purpose acquisition companies. The Company may also invest
on an opportunistic basis in select publicly traded equity
securities or certain non-U.S. companies that otherwise meet its
investment criteria, subject to any applicable limitations under
the 1940 Act.
SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022
NOTE 2—SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim unaudited condensed consolidated financial statements
of the Company are prepared on the accrual basis of accounting in
conformity with U.S. generally accepted accounting principles
(“GAAP”) and pursuant to the requirements for reporting on Form
10-Q and Regulation S-X under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). The Company is an investment
company following the 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 opinion of management, all adjustments, all of which were of
a normal recurring nature, were considered necessary for the fair
presentation of consolidated financial statements for the period
have been included.
The results of operations for the current interim period are not
necessarily indicative of results that ultimately may be achieved
for any other interim period or for the year ending December 31,
2022. The interim unaudited condensed consolidated financial
statements and notes hereto should be read in conjunction with the
audited consolidated financial statements and notes thereto
contained in the Company's annual report on Form 10-K for the year
ended December 31, 2021.
Basis of Consolidation
Under Article 6 of Regulation S-X and the American
Institute of Certified Public Accountants’ (“AICPA”) Audit and
Accounting Guide for Investment Companies, the Company is precluded
from consolidating any entity other than another investment
company, a controlled operating company that provides substantially
all of its services and benefits to the Company, and certain
entities established for tax purposes where the Company holds a
100% interest. Accordingly, the Company’s condensed consolidated
financial statements include its accounts and the accounts of the
Taxable Subsidiaries, GCL, and SuRo Sports, its wholly-owned
subsidiaries. All intercompany balances and transactions have been
eliminated in consolidation.
Use of Estimates
The preparation of condensed consolidated financial statements in
accordance with GAAP requires the Company’s management to make a
number of significant estimates. These include estimates of the
fair value of certain assets and liabilities and other estimates
that affect the reported amounts of certain assets and liabilities
as of the date of the condensed consolidated financial statements
and the reported amounts of certain revenues and expenses during
the reporting period. It is likely that changes in these estimates
will occur in the near term. The Company’s estimates are inherently
subjective in nature and actual results could differ materially
from such estimates.
Uncertainties and Risk Factors
The Company 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 inherent in the nature of the Company’s operations.
Refer to “Note 4—Investments at Fair Value” for an overview of the
Company’s industry and geographic concentrations.
Investments at Fair Value
The Company 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.
Fair value is defined as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. GAAP
establishes a framework for measuring fair value that includes a
hierarchy used to classify the inputs used in measuring fair value.
The hierarchy prioritizes the inputs to valuation techniques used
to measure fair value into three levels. The level in the fair
value hierarchy within which the fair value measurement falls is
determined based on the lowest level input that is significant to
the fair value measurement. The levels of the fair value hierarchy
are as follows:
SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022
Level 1—Valuations
based on unadjusted quoted prices for identical assets or
liabilities in an active market that the Company has the ability to
access at the measurement date.
Level 2—Valuations
based on observable inputs other than Level 1 prices, such as
quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are observable or
can be corroborated by observable market data at the measurement
date for substantially the full term of the assets or
liabilities.
Level 3—Valuations
based on unobservable inputs that reflect management’s best
estimate of what market participants would use in pricing the asset
or liability at the measurement date. Consideration is given to the
risk inherent in the valuation technique and the risk inherent in
the inputs to the model. The majority of the Company’s investments
are Level 3 investments and are subject to a high degree of
judgment and uncertainty in determining fair value.
When the inputs used to measure fair value fall within different
levels of the hierarchy, the level within which the fair value
measurement is categorized is based on the lowest level input that
is significant to the fair value measurement in its entirety. For
example, a Level 3 fair value measurement may include inputs
that are observable (Levels 1 and 2) and unobservable
(Level 3). Therefore, gains and losses for such assets and
liabilities categorized within the Level 3 table set forth in
“Note 4—Investments at Fair Value” may include changes in fair
value that are attributable to both observable inputs (Levels 1 and
2) and unobservable inputs (Level 3).
A review of fair value hierarchy classifications is conducted on a
quarterly basis. Changes in the observability of valuation inputs
may result in a reclassification for certain financial assets or
liabilities. Reclassifications impacting Level 3 of the fair
value hierarchy are reported as transfers in/out of the
Level 3 category as of the beginning of the measurement period
in which the reclassifications occur. Refer to “Levelling Policy”
below for a detailed discussion of the levelling of the Company’s
financial assets or liabilities and events that may cause a
reclassification within the fair value hierarchy.
Securities for which market quotations are readily available on an
exchange are valued at the most recently available closing price of
such security as of the valuation date, unless there are legal or
contractual restrictions on the sale or use of such security that
under ASC 820-10-35 should be incorporated into the security’s fair
value measurement as a characteristic of the security that would
transfer to market participants who would buy the security. The
Company may also obtain quotes with respect to certain of its
investments from pricing services, brokers or dealers in order to
value assets. When doing so, the Company determines whether the
quote obtained is sufficient according to GAAP to determine the
fair value of the security. If determined to be adequate, the
Company uses the quote obtained.
Securities for 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, our Board of Directors or the
valuation committee of the Company’s Board of Directors (the
“Valuation Committee”), does not reliably represent fair value,
shall each be valued as follows:
1. The quarterly valuation process begins
with each portfolio company or investment being initially valued by
the investment professionals responsible for the portfolio
investment;
2. Preliminary valuation conclusions are
then documented and discussed with senior management;
3. An independent third-party valuation firm
is engaged by the Valuation Committee to conduct independent
appraisals and review management’s preliminary valuations and make
its own independent assessment, for all investments for which there
are no readily available market quotations;
4. The Valuation Committee discusses the
valuations and recommends to the Company’s Board of Directors a
fair value for each investment in the portfolio based on the input
of management and the independent third-party valuation firm;
and
SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022
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.
In making a good faith determination of the fair value of
investments, the Company considers valuation methodologies
consistent with industry practice. Valuation methods utilized
include, but are not limited to the following: comparisons to
prices from secondary market transactions; venture capital
financings; public offerings; purchase or sales transactions; as
well as analysis of financial ratios and valuation metrics of the
portfolio companies that issued such private equity securities to
peer companies that are public, analysis of the portfolio
companies’ most recent financial statements and forecasts, and the
markets in which the portfolio company does business, and other
relevant factors. The Company assigns a weighting based upon the
relevance of each method to determine the fair value of each
investment.
For investments that are not publicly traded or that do not have
readily available market quotations, the Valuation Committee
generally engages an independent valuation firm to provide an
independent valuation, which the Company’s Board of Directors
considers, among other factors, in making its fair value
determinations for these investments. For the current and prior
fiscal year, the Valuation Committee engaged an independent
valuation firm to perform valuations of 100% of the Company’s
investments for which there were no readily available market
quotations.
Due to the inherent uncertainty of determining the fair value of
investments that do not have a readily available market value, the
fair value of the Company’s investments may fluctuate from period
to period. Because of the inherent uncertainty of valuation, these
estimated 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 events
that may occur over the life of the investments may cause the
realized gains or losses on investments to be different from the
net change in unrealized appreciation or depreciation currently
reflected in the consolidated financial statements.
Equity Investments
Equity investments for which market quotations are readily
available in an active market are generally valued at the most
recently available closing market prices and are classified as
Level 1 assets. Equity investments with readily available
market quotations that are subject 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 market participants who would
buy the security may be valued at a discount for a lack of
marketability (“DLOM”), to the most recently available closing
market prices depending upon the nature of the sales restriction.
These investments are generally classified as Level 2 assets.
The DLOM used is generally based upon the market value of publicly
traded put options with similar terms.
The fair values of the Company’s equity investments for which
market quotations are not readily available are determined based on
various factors and are classified as Level 3 assets. To
determine the fair value of a portfolio company for which market
quotations are not readily available, the Company may analyze the
relevant portfolio company’s most recently available historical and
projected financial results, public market comparables, and other
factors. The Company may also consider other events, including the
transaction in which the Company acquired its securities,
subsequent equity sales by the portfolio company, and mergers or
acquisitions affecting the portfolio company. In addition, the
Company may consider the trends of the portfolio company’s basic
financial metrics from the time of its original investment until
the measurement date, with material improvement of these metrics
indicating a possible increase in fair value, while material
deterioration of these metrics may indicate a possible reduction in
fair value.
In determining the value of equity or equity-linked securities
(including warrants to purchase common or preferred stock) in a
portfolio company, the Company considers the rights, preferences
and limitations of such securities. In cases where a portfolio
company’s capital structure includes multiple classes of preferred
and common stock and equity-linked securities with different rights
and preferences, the Company may use an option pricing model to
allocate value to each equity-linked security, unless it believes a
liquidity event such as an acquisition or a dissolution is
imminent, or the portfolio company is unlikely to continue as a
going concern. When equity-linked securities expire worthless, any
cost associated with these positions is
SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022
recognized as a realized loss on investments in the Condensed
Consolidated Statements of Operations and Condensed Consolidated
Statements of Cash Flows. In the event these securities are
exercised into common or preferred stock, the cost associated with
these securities is reassigned to the cost basis of the new common
or preferred stock. These conversions are noted as non-cash
operating items on the Condensed Consolidated Statements of Cash
Flows.
Debt Investments
Given the nature of the Company’s current debt investments
(excluding U.S. Treasuries), principally convertible and promissory
notes issued by venture-capital-backed portfolio companies, these
investments are classified as Level 3 assets because there is
no known or accessible market or market indexes for these
investment securities to be traded or exchanged. The Company’s debt
investments are valued at estimated fair value as determined by the
Company’s Board of Directors.
Options
The Company’s Board of Directors will ascribe value to options
based on fair value analyses that can include discounted cash flow
analyses, option pricing models, comparable analyses and other
techniques as deemed appropriate. These investments are classified
as Level 3 assets because there is no known or accessible
market or market indexes for these investment securities to be
traded or exchanged. The Company’s options are valued at estimated
fair value as determined by the Company’s Board of
Directors.
Special Purpose Acquisition Companies
The Company's Board of Directors measures its Special Purpose
Acquisition Company ("SPAC") investments at fair value, which is
equivalent to cost until a SPAC transaction is announced. After a
SPAC transaction is announced, the Company's Board of Directors
will ascribe value to SPAC investments based on fair value analyses
that can include option pricing models, probability-weighted
expected return method analyses and other techniques as deemed
appropriate. Upon completion of the SPAC transaction, the Company
utilizes the public share price of the entity, less a discount for
lack of marketability if there are restrictions on selling. The
Company's SPAC investments are valued at estimated fair value as
determined by the Company's Board of Directors.
Portfolio Company Investment Classification
The Company 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 over the management or policies of a company. Control is
generally deemed to exist when a company or individual directly or
indirectly owns beneficially more than 25% of the voting securities
of an investee company. Affiliated investments and affiliated
companies are defined by a lesser degree of influence and are
deemed to exist when a company or individual directly or indirectly
owns, controls or holds the power to vote 5% or more of the
outstanding voting securities of a portfolio company. Refer to the
Consolidated Schedules of Investments as of March 31, 2022 and
December 31, 2021, for details regarding the nature and composition
of the Company’s investment portfolio.
Levelling Policy
The portfolio companies in which the Company invests may offer
their shares in IPOs. The Company’s shares in such portfolio
companies are typically subject to lock-up agreements for
180 days following the IPO. Upon the IPO date, the Company
transfers its investment from Level 3 to Level 1 due to
the presence of an active market, or Level 2 if limited by the
lock-up agreement. The Company prices the investment at the closing
price on a public exchange as of the measurement date. In
situations where there are lock-up restrictions, as well as legal
or contractual restrictions on the sale or use of such security
that under ASC 820-10-35 should be incorporated into the security’s
fair value measurement as a characteristic of the security that
would transfer to market participants who would buy the security,
the Company will classify the investment as Level 2 subject to
an appropriate DLOM to reflect the restrictions upon sale. The
Company transfers investments between levels based on the fair
value at the beginning of the measurement period in accordance with
FASB ASC 820. For investments transferred out of Level 3 due
to an IPO, the Company transfers these investments based on their
fair value at the IPO date.
SURO CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022
Securities Transactions
Securities transactions are accounted for on the date the
transaction for the purchase or sale of the securities is entered
into by the Company (i.e.,
trade date). Securities transactions outside conventional channels,
such as private transactions, are recorded as of the date the
Company obtains the right to demand the securities purchased or to
collect the proceeds from a sale and incurs an obligation to pay
for securities purchased or to deliver securities sold,
respectively.
Valuation of Other Financial Instruments
The carrying 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
The Company places its cash with U.S. Bank, N.A., Bridge Bank (a
subsidiary of Western Alliance Bank), and Silicon Valley Bank, and
at times, cash held in these accounts may exceed the Federal
Deposit Insurance Corporation insured limit. The Company believes
that U.S. Bank, N.A., Bridge Bank (a subsidiary of Western Alliance
Bank), and Silicon Valley Bank are high-quality financial
institutions and that the risk of loss associated with any
uninsured balance is remote.
Escrow Proceeds Receivable
A portion of the proceeds from the sale of portfolio investments
are held in escrow as a recourse for indemnity claims that may
arise under the sale agreement or other related transaction
contingencies. Amounts held in escrow are held at estimated
realizable value and included in net realized gains (losses) on
investments in the Condensed Consolidated Statements of Operations
for the period in which they occurred and are adjusted as needed.
Any remaining escrow proceeds balances from these transactions
reasonably expected to be received are reflected on the Condensed
Consolidated Statement of Assets and Liabilities as escrow proceeds
receivable. Escrow proceeds receivable resulting from contingent
consideration is to be recognized when the amount of the contingent
consideration becomes realized or realizable. As of March 31, 2022
and December 31, 2021, the Company had $4,577,518 and $2,046,645,
respectively, in escrow proceeds receivable.